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HomeMy WebLinkAboutA9118 - FIFTH ASSET INC. DBA DEBTBOOK_ Page 1 of 2 CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDOYYYY) 10/23/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER NAME: NTN Cert Nificate Center NONE: Willie Tosare Watson Northeast, Inc. i PHONE PAX c/o 26 Century Blvd RECEIVE® • 1-877-945-737E �yC N 1-998-467-2376 P.O. sox 305391 ADDRESS: cartificatee9Wteco,ece -_ _._. _ Nenhville. TN 372305191 USA ...-..�-.-..�---..... ,.........-- ....-_ NOV 12 2024 INSURED Fifth Meet, Inc., d/b/a DebtBook 1431 W Morehead St. Suite 200 OFFICE OF THE CITY CLE Charlotte, NC 28208 OASURERA: Chubb National Insurance Company 10052 INSURERS: Federal Inaureaoa Company 20281 INp 818URERC: "allay Ininranoe Company Ino -. 37540 INSURERD: Rvanaten Insurance Company 35378 INSURER E: BWerepan Indemnity Insurance Coepany 16882 COVERAGES CERTIFICATE NUMBER W35830544 REVISION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INBR� __�___ -__.-...--______Ab6LIBUBR--_-_—_—.____ POUCYEFF :121.1 YEXP 7p TYPE OF INSURANCE POLICY NUMBER MM4)DM' MM DIYYYY _-_______ LARK x COMMERGALGENERALLUMULRY EACHOCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR PREP M13E$6 ao many S 1, 000, 000 A MED EXP (An one eon) '1 $ 15,000 D02044584 11/01/2024ill/01/2025 PERSONAL 8, VINJURY S 1,000,000 GENT AGGREGATE LIMIT APPLES PER. .. _. GENERAL AGGREGATE $ 2,000,000 PRO X POLICY `f JECT _ LOG PRODUCTS COMP%OP AGO . 4 2,000, 000 OTHER. $ AUTOMOBILE LIABILITY _LEa a0p1 a DINED SINGLE LIMIT cgtleny____ $ 11000,000 ANY AUTO BODILY INJURY (Per person) S B OWNED SCHEDULED 73637301 11/01/202411/01/2025.. BODILY IWURY(Per acciden0 $ AUTOS ONLY AUTOS HIRED NON -OWNED x x PpOPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY „1Per-494e^1.. X UMBRELLA LIAB %!OCCUR EACH OCCURRENCE S 5,000,000 A EXCESS LIAB `J CLAM -MADE 56719236 11/01/2024 11/01/2025 AGGREGATE $ 3,000,000 DEO X RETENTIONS 10,000 kAND $ WORKERS COMPENSATION PER OT EMPLOYERS' LIABILITY YIN — -- STATUTE 98 ANYPROPPIETORPARTNEREXECUTIVE E.L. EACH ACCIDENT MBEAEXCLUDED? W A - ___ --- _-.,5 - (Mandatory IMandeestInNH) E.L. DISEASE EAEMPLOYEE;S t yes. describe antler DESCRIPTION OF OPERATIONS Dabw E.L. DISEASE POLICY LIMB $ C Employee rraft of v369A3240301 02/01/2024 92/01/2025 Limit Each l.cae -$1,000,000 Insured Property DESCRIPTION OF OPERATIONS LOCATIONS VEHICLES (ACORD lot, Adtnonat Remarks Schedule, may be alached if more space is required) SEE ATTACHED CERTIFICATF HIM nFR CANCFI I ATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Palm Springs, CA AUTHORIZED REPRESENTATIVE 3200 E. Tahcuitz Canyon Way, P.O. Box 2743 Palm Springs, CA 92262 ��"P Q. ® 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD sA xo: 26624329 BATCH: 3673054 6637 2 AGENCY CUSTOMER ID: Accmbp ADDITIONAL REMARKS -SCHEDULE Page 2' of 2 AGENCY 'NAMED INSURED ' Wlllis'Towera Watson. Northeast, Inc. Fifth Asset, Ina.,. d%b/a DobtBoek 1432 W Morehead St. Saito 200 POLICY NUMBER .Charlotte, NC 28208 See Page 1 CARRIER NAIC CODE" Sea Page 1 1. EFFECTIYEDATE::Sea,Paga,1, ADDITIONAL REMARKS.. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance IN80RER AFFORDING COVERAGE: EVanatoA Insurance Company �'�• '. , - NAICO: 35378 POLICY NUMBER: IMLVlSMA000693 Err DATE: 02/01/2024 EXP DATE: 02/01/2025 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Indemnifiable D60 Liability Aggregate $3,000,000 INSURER AFFORDING COVERAGE: Everspan Indemnity Insurance Company NAIC$: 16882 POLICY NUMBER: E43EXI-AX-000992-01 EFF DATE: 02/01/2024 EXP DATE: 02/01/2025 TYPE OF INSURANCE: Tech E60/Cyber Liability LIMIT DESCRIPTION: LIMIT AMOUNT:. Aggregate 05,000,000. ACORD 101 (2008/01) - - - - . - - ©.2008 ACORD The ACORD name and logo are;reglsfered marks of ACORD . SR ID: 26624329 BATCH: 3673054 CERT: W35830544, 6637: 2 of 2 55575.18165\40923464.1 FIRST AMENDMENT TO CONTRACT SERVICES AGREEMENT NO. A9118 WITH FIFTH ASSET, INC (DEBTBOOK SOFTWARE-AS-A-SERVICE APPLICATION) This First Amendment to the Contract Services Agreement No. A9118 For DebtBook Software as a Service Application (“First Amendment”) is entered into by and between the City of Palm Springs (“City”), and, Fifth Asset, Inc., d/b/a DebtBook, a Delaware corporation (hereinafter referred to as “Contractor”), and together known as the “Parties”. This First Amendment shall be effective on the date (“Effective Date”) that is last signed below. RECITALS A. City and Contractor previously entered into a contract services agreement for the DebtBook Software-As-A-Service Application (“Agreement”), which was effective March 1, 2022, through February 28, 2023 (the “Initial Term”), in the amount of $16,250. B. The Parties through this First Amendment now mutually wish to extend the original term of the Agreement and modify the costs for each year under the extended Agreement term. AGREEMENT NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants and obligations contained in this First Amendment, the Parties agree as follows: 1. Section 4.4 (Term) of the Agreement shall be amended to add the following sentence: “Unless earlier terminated in accordance with Section 4.5 of this Agreement, the term of the Agreement is hereby extended for an additional term of two (2) years, commencing on March 1, 2023, and ending on February 28, 2025 (the “Initial Renewal Term”).” 2. Section 3.1 (Compensation of Contractor) of the Agreement shall be amended to delete the final sentence of Section 3.1 in its entirety and to add the following sentence: “The total amount of Compensation shall not exceed $59,250.00 for the first three (3) years of the Agreement (or $16,250.00 for the Initial Term, $23,000.00 for the first year of the Initial Renewal Term, and $20,000.00 for the second year of the Initial Renewal Term,) as per attached Exhibit A. The Contractor will bill the City annually in accordance with the terms of this Agreement.” DocuSign Envelope ID: 89073028-5EE5-4CAF-9E20-6E10FD1B95D6 55575.18165\40923464.1 3. Section 11.1 (Notice) is hereby amended to update the Contractor’s notice address as follows: To Contractor: Fifth Asset, Inc., d/b/a DebtBook Attention: Chief Executive Officer PO Box 667950 Charlotte, NC 28266 4. All other terms and conditions of the Agreement that are not expressly modified by this Amendment remain effective and unchanged. [SIGNATURES BEGIN ON FOLLOWING PAGE] DocuSign Envelope ID: 89073028-5EE5-4CAF-9E20-6E10FD1B95D6 55575.18165\40923464.1 IN WITNESS WHEREOF, the Parties enter into this First Amendment as of the Effective Date. Dated: “CITY” City of Palm Springs By: Teresa Gallavan, Interim City Manager APPROVED AS TO FORM: ATTEST: By: Jeffrey S. Ballinger, City Attorney By: Brenda Pree, City Clerk Dated: “CONTRACTOR” Fifth Asset, Inc., d/b/a DebtBook By: Name: Title: DocuSign Envelope ID: 89073028-5EE5-4CAF-9E20-6E10FD1B95D6 Tyler Traudt 2/27/2023 CEO 2/28/2023 01/10/2023 DebtBook Quote City of Palm Springs, CA 3200 E. Tahquitz Canyon Way P.O Box 2743 Palm Springs, CA 92262 Kristopher Mooney Assistant Director of Finance kristopher.mooney@palmspringsca.gov (760) 322-8324 Prepared By: DebtBook Riley Knowles Account Manager riley.knowles@debtbook.com Notice Address: PO Box 667950 Charlotte, NC 28266 Products & Services Description Qty Annual Fee Total Implementation Charge: Tier 3 This represents the cost of our white glove GASB-96 implementation process for your organization. Subscription Charge: Tier 3 This represents the annual subscription charge your organization pays for access to the DebtBook platform. There are no additional charges - this covers unlimited users, external sharing, support and training. 1 1 $3,000 Year 1 $20,000 Year 1 $3,000 Year 1 Cost $20,000 Year 1 Cost Subscription Charge: Tier 3 This represents the annual subscription charge your organization pays for access to the DebtBook platform. There are no additional charges - this covers unlimited users, external sharing, support and training. 1 $20,000 Year 2 $20,000 Year 2 Cost Total 2 Year Renewal Cost:$43,000  EXHIBIT ADocuSign Envelope ID: 89073028-5EE5-4CAF-9E20-6E10FD1B95D6 DebtBook is 100% cloud-based debt, lease, and subscription management software. While our software is constantly evolving, our key features are listed below. OVERVIEW As of February 2023. Disclaimer: DebtBook does not provide professional services or advice. DebtBook has prepared these materials for general informational and educational purposes, which means we have not tailored the information to your specific circumstances. Please consult your professional advisors before taking action based on any information in these materials. Any use of this information is solely at your own risk. GENERAL FUNCTIONALITY (available with both Debt and Lease Management) Financial Reporting: Producing debt service and lease schedules to comply with GASB pronouncements is a pain. Automated reporting functionality saves you time during audit. View by Type, Purpose, and Fund: It may be one loan or one debt obligation, but you pay it back from multiple sources. Split and track loans easily by department or purpose or fund to change the view of your obligations. Single Source of Truth: Your staff, advisors, lawyers, banks, accountants, and consultants all require an accurate debt profile to do their job well. Share access to your debt profile and provide controlled access to the accurate information everyone needs. Collaboration & Organization: Ability to share real-time data among departments and outside consultants through separate, role-based logins. Excel Compatible: Modernize your workflow without disrupting it. All data and analysis is easily exported into Excel for use in your existing models. Security & Availability: Cybercriminals can attack governments with ransomware, rendering local systems inoperable. Our cloud-based platform ensures your staff has 24/7 access to information required to make timely and accurate debt payments. Succession Planning: Many organizations rely on one or two professionals to manage their debt. When those professionals move on to other opportunities, a painful hole in the team opens, soon to be filled by someone facing a steep learning curve. Ensure continuity within your organization and improve succession planning. Document Storage: Storage of all applicable transcripts, leases and legal documents. Scope of Work DocuSign Envelope ID: 89073028-5EE5-4CAF-9E20-6E10FD1B95D6 Lease liability, individual and aggregate, at the present value of payments and purchase option, if necessary, expected to be made during the lease term(s) or useful life Amortization schedules, individual and in aggregate, of the discount on the lease liability and of the lease asset Calculate the measure of lease assets, individual and in aggregate, including any ancillary charges Lease asset calculations and amortization schedules for lease terminations Lease receivable, individual and in aggregate, at the present value of payments expected to be received during the lease term(s) Amortization schedules, individual and in aggregate, of the discount on the lease receivable and of the lease Deferred Inflow of Resources Calculate the measure of lease Deferred Inflow of Resources, individual and in aggregate Total amount of inflows of resources recognized in the reporting period from leases Lease receivable calculations and amortization schedules for lease terminations GASB 87 Compliant: DebtBook will assist in gaining both initial and ongoing compliance with GASB 87 and automatically produce GASB compliant footnote disclosures through the application. Journal Entries: Automatically generate journal entries for each lease with the ability to view the entries on a monthly, quarter, and annual basis. Each journal entry can be seen at a portfolio-level and at a lease schedule-level. View by Type and Purpose and Fund: View all of your leases by Type, Fund and Purpose. Track and split easily by department or purpose or fund to change the view of your obligations. DebtBook supports split allocations of a single lease across multiple departments, funds, purposes. In total, DebtBook will allow you to track leases across 15 total dimensions. Data Exports: Any lease schedule is able to be exported out of DebtBook's system into a formatted Excel document. Ability to Calculate & Track (Lessee): Ability to Remeasure & Track (Lessee): Ability to Calculate & Track (Lessor): Ability to Remeasure & Track (Lessor): LEASE MANAGEMENT FUNCTIONALITY www.debtbook.comGet in Touch Scope of Work DocuSign Envelope ID: 89073028-5EE5-4CAF-9E20-6E10FD1B95D6 www.debtbook.comGet in Touch Scope of Work Define Dimensions within “Manage Dimensions” Create the require General Ledger Format within “Manage GL Formats” Setup the Dimension and Account General Ledger Code information within “General Ledger Settings” Allocate each lease to the added Dimensions Audit Note Exports: An Excel export of required disclosures for the leases applicable to GASB 87. These exports include individual Lessee, Lessor, and Regulated lease tabs for specific disclosures, as well as, rollforward tables for the yearly lease activity. Comprehensive Journal Entry Exports: An Excel export of all journal entries applicable to a Profile’s verified leases, within the range of dates provided. This can be utilized to export a full fiscal year’s journal entry activity within one Excel file. Payment Reporting: An in-app feature to track payment and receipt activity related to the leases. This includes Payment Dates, Payment Variances, Variable Payments related to usage or CPI and Rate increases, and Other Payments. General Ledger Settings: Provides the ability to add general ledger code information into the journal entry exports to eliminate the need for manual journal entry export adjustments. Within General Ledger Settings, a user can: When completed, this process will automatically provide the correct split journal entries, with the appropriate general ledger codes, within the application’s various journal entry Excel exports. OTHER KEY FEATURES DocuSign Envelope ID: 89073028-5EE5-4CAF-9E20-6E10FD1B95D6 SUBSCRIPTION MANAGEMENT FUNCTIONALITY GASB 96 Compliant: DebtBook will assist in gaining both initial and ongoing compliance with GASB 96. Journal Entries: Automatically generate journal entries for each subscription with the ability to view the entries on a monthly, quarter, and annual basis. Each journal entry can be seen at a portfolio-level and subscription schedule-level. View by Type and Purpose and Fund: View all of your subscriptions by Type, Fund and Purpose. Track and split easily by department or purpose or fund to change the view of your obligations. DebtBook supports split allocations of a single asset across multiple departments, funds, purposes. Data Exports: Any subscription schedule is able to be exported out of DebtBook's system into a reformatted Excel document. Ability to Calculate and Track Subscriptions: ●Subscription liability, individual and aggregate, at the present value of payments expected to be made during the subscription term(s) or useful life. ●Amortization schedules, individual and in aggregate, of the discount on the subscription liability and of the subscription asset. ●Calculate the measure of the subscription assets, individual and in aggregate, including any ancillary charges. Ability to track Project Costs: Including the preliminary project stage, initial implementation stage, operational and additional implementation stages. Audit Note Exports (in development): An Excel export of required disclosures for the subscriptions applicable to GASB 96. These exports will also include rollforward tables for the yearly subscription activity. General Ledger Settings: ●Provides the ability to add general ledger code information onto journal entry exports to eliminate the need for manual journal entry export adjustments. ●Define Dimensions, create the required General Ledger Format, setup the Dimension and Account General Ledger Code information, and allocate each subscription to the added Dimensions. ● Get in Touch www.debtbook.com DocuSign Envelope ID: 89073028-5EE5-4CAF-9E20-6E10FD1B95D6 CONTRACT ABSTRACT 4 Contract Company Name: Fifth Asset, Inc., dba DebtBook Company Contact: Bill Fray, bill.fray(a)debtbook.com, (407) 463-5117 Summary of Services: CSA DebtBook Software As -A -Service Application Contract Price: $16,250 Funding Source: Finance —Consulting Services 1001035 - 40105 Contract Term: 12 months 2111�ti V Z'4l 23 Contract Administration Lead Department: Contract Administrator: Contract Approvals Department of Finance and Treasury Nancy Pauley Council/ Community Redevelopment N/A Agency Approval Date: Agenda Item No./ Resolution No.: N/A q / Agreement No: /T I IN CIVI Contract Compliance Exhibits: Signatures: / Insurance. J Bonds Contract prepared by: Submitted on: Note: By: Evelyn Beltran ^ CONTRACT SERVICES AGREEMENT (DEBTBOOK SOFTWARE -AS -A -SERVICE APPLICATION) THIS AGREEMENT FOR CONTRACT SERVICES ("Agreemeno is made and entered into on March -1, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation ("City), and Fifth Asset, Inc., d/b1a DebtBook, a Delaware corporation, ("Contractor'-'). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires_ the services of a software -as -a -service provider to provide cloud - based debt and lease management software for the City ("Project'). B. Contractor has submitted to City a proposal to provide cloud -based debt and lease management software to City under the terms of this Agreement. C. Based on its experience and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein., and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide the software -as -a -service application (the "Application Services') to City and other related services as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated herein by reference (collectively, the "Services" or "Work"). Exhibit "A" includes the agreed upon schedule of performance -and the schedule of fees. Contractor warrants that the Services shall be provided in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised in Contractor's industry. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. Notwithstanding anything in this Agreement to the contrary, City acknowledges and agrees that Contractor is not providing professional accounting services or advice to City under this Agreement. Contractor shall provide access to the Application Services subject to the additional software -specific terms set forth in Exhibit "C" (the "Additional Software Terms"). In the event _of any inconsistency between the terms contained in the Additional Software Terms and the terms set forth in this Agreement, the terms set forth in the Additional Software Terms shall govern. Revised: 12.120211 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when providing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non -performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $16,250.00. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services, no later than the first working day of such month, in the form approved by City's finance director. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor's invoice. 3.3 Chanees. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished -in accordance with generally accepted practice in Contractor's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the.'City:Council of City for each fiscal year: If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. Revised: 12.120212 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. - 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4:3 Force Maicure. The time for performance of Services to be rendered under this Agreement maybe extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts -of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or'approvals by governmental authorities that are required for the Work); and (4) pandemics,, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier, terminated in accordance with Section 4.5of this Agreement, this Agreement shall continue in full force and effect for a period of 12 months; commencing on March 1, 2022, and ending on February 28, 2023, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Exuiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health; safety, Arid general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than thecharges or portions thereof which are specified herein. Contractor shall not be entitled to payment forunperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is. for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. Revised: 12120213 In addition, the City may terminate this Agreement for cause if (1) the City provides Contractor with written notice of its objection to any unilateral modification to the terms of the Incorporated Documents (as defined in the Additional Software Terms) and (2) Contractor fails to address, to City's satisfaction, City's objection within 10 business days of receiving City's written objection. Any unilateral modification to the Incorporated Documents will not take effect with respect to the City until sixty (60) days after written notice of the unilateral modification is received by the City . Notwithstanding anything in this Section to the contrary, if termination is not due to the fault of Contractor, City shall not be entitled to a refund of any fees paid to Contractor prior to the date of such termination. 5. COORDINATION OF. WORK 5.1 Representative of Contractor. Each of the following representatives of Contractor is designated, individually and collectively, as being the representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Daniel LaMantia, Director of Lease Implementation, and Brendan Mannion, Director of Debt Implementation. The foregoing representatives shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time -to supervise the Services under this Agreement. The foregoing representatives may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract; Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees; were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for. the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required,, except as.otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with Revised: 12.1.20214 that role; however, City shall have the right to review Contractor's work product and result. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor, shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance, Contractor shall not have any authority to bind City in any manner. 5.5 Reserved. 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California, Labor Code Sections 1720 et seq. and 1770 -et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and. `.`maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration; demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being perfomied as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or snore for maintenance or $25;000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law; Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City; its Revised: 12.120215 elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties'), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims'), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), Claims for damage to property, including property owned by City, Claims for any violation of any federal, state, or local law or ordinance or third -parry Claims in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor's liability for such claim, including the cost to defend, shall not exceed the Contractor's proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above -referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of ifs.foll rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts Revised: 12.120216 embodied in such documents. Notwithstanding anything in this Agreementto the contrary, nothing in this Agreement grants to City or any third party any intellectual property rights or other right, title, or interest in or to the Contractor IP (as defined in the Additional Software Terms). - 8.4 Release of Documents. All drawings, specifications, reports, records, documents, - and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City,, Contractor, at City's reasonable expense not to exceed Contractor's direct costs, shall provide City, or other agents of City, such access to Contractor's books; records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor's performance under this Agreement. Contractor shall maintainrsuch books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting.party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, ordefine ,the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting Party on any default shall, impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or ,approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any"other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared, to be exclusive in this Agreement; the rights and remedies of the parties, are cumulative. The exercise by either Party of one or more of such rights or remedies shall not Revised: 12.120217 preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non -prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs, and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non -Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor -in -interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement ;of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status,. ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without "regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, -and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS Revised: 12.120218 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre -paid, fast -class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 02262 To Contractor: Fifth As Inc., d/b/a DebtBook Attention: Chief Executive Officer 300 West Summit Avenue, Suite 110 Charlotte, NC 28203 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses; paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentenceg, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any.rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreementas though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. Revised: 12.1.20219 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] Revised: 12.1=110 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND FIFTH ASSET, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Dated:_ 412 2,02 2 APPROVED AS TO FORM By: <::::�) 3=L�- Jeffrey S. Ballinger, City Attorney Dated: Z4114o2Z "CITY" City of Palm Springs By: Justin C don, City ager ATTEST: Interim City Clerk "CONTRACTOR" Fifth Asset Qne., d/bI/a De�btBook By:�f• VO' � `� � Name: Title: %lJ 11"WOMYNNO < 7E)K Revised: 12.1,20211 1 EYJHBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including Schedule of Fees And Schedule of Performance Revised: 12.1.202112 Overview DebtBook is 100% cloud based debt and lease management software. While our software is constantly evolving, key features include: General Functionality (available with both Debt and Lease Management) • Financial Reporting: Producing debt service and lease schedules to comply with GASB pronouncements is a pain. Automated reporting functionality saves you time during audit. • View by Type, Purpose, and Fund: It may be one loan or one debt obligation, but you pay it back from multiple sources. Split and track loans easily by department or purpose or fund to change the view of your obligations. • Single Source of Truth: Your staff, advisors, lawyers, banks, accountants and consultants all require an accurate debt profile to do theirjob well. Share access to your debt profile and provide controlled access to the accurate information everyone needs. • Collaboration and Organization: Ability to share real-time data among City departments and outside consultants through separate, role -based logins. • Excel Compatible: Modernize your workflow without disrupting it. All data and analysis is easily exported into excel for use in your existing models. • Security & Availability: Cybercriminals attack governments with ransomware, rendering local systems inoperable. Our cloud -based platform ensures your staff has 24/7 access to information required to make timely and accurate debt payments. • Succession Planning: Many organizations rely on one or two professionals to manage their debt. When those professionals move on to other opportunities, a painful hole in the team opens, soon to be filled by someone facing a steep learning curve. Ensure continuity within your organization and improve succession planning. • Document Storage: Storage of all applicable transcripts, leases and legal documents. Debt Management Functionality • Automatic Profile Updates: When you borrow money or pay something off, upload the documents for processing to refresh your debt profile. Log back in and your profile is updated and ready for your verification. • Succession Planning: Many organizations rely on one or two professionals to manage their debt. When those professionals move on to other opportunities, a painful hole in the team opens, soon to be filled by someone facing a steep learning curve. Ensure continuity within your organization and improve succession planning. • Payment Reminders: Optional and customizable email payment reminders ensure that an invoice getting lost in the mail won't result in a missed payment. Set preferences including desired recipient and timeframe, allowing staff to have confidence the invoiced amount accurately matches the agreed payment schedule. • Schedule Creation: Generation of amortization schedules, payment schedules, and outstanding debt schedules with ability to export to Excel. • Historic Payments: Tracking of historic debt service payments. • Audit Ready Notes: Audit ready notes and reports providing breakdown of debt schedules by fund type for inclusion in the City's annual CAFR - pdf or similar output. Lease Management Functionality • GASB 87 compliant: DebtBook will assist in gaining both initial and ongoing compliance with GASB 87. Automatically produce GASB compliant footnote disclosures through the application. • journal Entries: Automatically generate journal entries for each lease with the ability to view the entries on a monthly, quarter, and annual basis. Each journal entry can be seen at a portfolio -level, lease schedule -level, and asset -level. • Key Event Reminders: Using DebtBook's "Milestones" feature each user is able to view critical dates such as purchase options, termination options, residual value payments, lease end times and more. Additionally, each individual will be able to set email reminders based on their individual preferences. Each user can setup alert notifications for lease renewals and deadlines to ensure start and end dates are not missed. • View by Type and Purpose and Fund: View all of your leases by Type, Fund and Purpose. Track and split easily by department or purpose or fund to change the view of your obligations. DebtBook supports split allocations of a single asset across multiple departments, funds, purposes. • Data Exports: Any lease schedule is able to be exported out of DebtBook's system into a reformatted Excel document. • Ability to Calculate and Track (Lessee): - Lease liability, individual and aggregate, at the present value of payments and purchase option, if necessary, expected to be made during the lease term(s) or useful life. - Amortization schedules, individual and in aggregate, of the discount on the lease liability and of the lease asset. - Calculate the measure of lease assets, individual and in aggregate, including any ancillary charges. • Ability to Remeasure and Track (Lessee): - Lease liability calculations and amortization schedules if lease modifications or discount rate changes are made during a reporting period, including renewal options. - Lease asset calculations and amortization schedules for lease terminations, lease modifications or discount rate changes made during a reporting period. - Adjust calculations as necessary for impairment of an asset. • Ability to Calculate and Track (Lessor): - Lease receivable, individual and in aggregate, at the present value of payments expected to be received during the lease term(s). - Amortization schedules, individual and in aggregate, of the discount on the lease receivable and of the lease Deferred Inflow of Resources. - Calculate the measure of lease Deferred Inflow of Resources, individual and in aggregate. - The total amount of inflows of resources recognized in the reporting period from leases. - View the amount of inflows of resources recognized in the reporting period for variable and other payments not previously included in the measurement of the lease receivable. - View the schedule of future payments that are included in the measurement of the lease receivable, showing principal and interest separately, for each of the five subsequent fiscal years and in five-year increments thereafter. • Ability to Remeasure and Track (Lessor): - Lease receivable calculations and amortization schedules for lease terminations, lease modifications or discount rate changes are made during a reporting period including renewal options. EXHIBIT `B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency. of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance,. Deductibles and Self -Insured. Retentions, and Severability of Interests (Separation of Insureds) Revised: 12.1.202113 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against - persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scone of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is. required X is not required 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it_ may have against City, its elected officials, officers, employees, agents, and volunteers. Revised: 12.1202114 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficienev of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall famish City with both certificates of insurance and endorsements, including additional insured endorsements, relating to all of the coverages required by this Agreement. The certifraates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs. or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its qfflcials, employees, and agents are named as an additional insured... " ("as respects City of Palm. Springs Contract No. or 'for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No._" or' for any and all workperformed with the City" may be included in this statement). C. "Should any of the above -described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurers waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. 'Revls d: 12.1202115 In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its elected officials, officers, employees, agents; and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self -insured retention under the policy. Contractor guarantees payment of all deductibles and self -insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. Redeed: 12.1202116 EXHIBIT "C" ADDITIONAL SOFTWARE TERMS [See attached.] RWwd: 12.1.202117 Exhibit C Additional Software Terms By executing the Agreement and using any of the Services (as defined below), the City agrees to be bound by these Additional Software Terms. 1. Definitions. "Aggregated Statistics" means data and information related to City's use of the Services that is used by Contractor in an aggregate and anonymized manner, including statistical and performance information related to the Services. "Application Services" means Contractor's debt and lease management software -as -a - service application. "Appropriate Security Measures" means, collectively, commercially reasonable technical and physical controls and safeguards intended to protect City Data against destruction, loss, unauthorized disclosure, or unauthorized access by employees or contractors employed by Contractor. "Authorized User" means any of City's employees, consultants, contractors, or agents who are authorized by City to access and use any of the Services. "City Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is transmitted by or on behalf of City or an Authorized User through the Services. "Contractor" means Fifth Asset, Inc., d/b/a DebtBook, a Delaware corporation, and its permitted successor and assigns. "Contractor IP" means (1) the Services, Documentation, and Feedback, including all ideas, concepts, discoveries, strategies, analyses, research, developments, improvements, data, materials, products, documents, works, of authorship, processes, procedures, designs, techniques, inventions, and other intellectual property, whether or not patentable or copyrightable, and all embodiments and derivative works of each of the foregoing in any form and media, that are developed, generated or produced by Contractor arising from or related to the Services, Documentation, or Feedback, and (2) any intellectual property provided to City or any Authorized User in connection with the foregoing other than City Data. "Documentation" means Contractor's end user documentation and content, regardless of media, relating to the Services made available from time to time on Contractor's website at https://support.debtbook.com. "Feedback" means any comments, questions, suggestions, or similar feedback transmitted in any manner to Contractor, including suggestions for new features, functionality, or changes to the Contractor IP. "Implementation Services means onboarding and implementation services, including entry of relevant data, as necessary to make the Application Services available to the City during the Initial Term. "Incorporated Documents" means, collectively, the Privacy Policy, the Documentation, the SLA; and the Usage Policy, as each may be updated from time to time following reasonable Revised: 12.1.102118 prior written notice to the City and otherwise in accordance with their terms. The Incorporated Documents, as amended, are incorporated into these Additional Software Terms by this reference. Current versions of the Incorporated Documents are available at https://www.debtbook.com/legal. "Privacy Policy" means, collectively, Contractor's privacy policy and any similar data policies generally applicable to all users of the Application Services, in each case as posted to Contractor's website and as updated from time to time in accordance with their terms. "Services" means, collectively, the Application Services, the Implementation Services, and the Support Services. "SLA" means the Service Level Addendum generally applicable to all users of the Application Services, as posted to Contractor's website and as updated from time to time in accordance with its terms. "Support Services" means the general maintenance services and technical support provided in connection with the Application, as more particularly described in the SLA. "Term" means the term of the Agreement. "Usage Policy" means, collectively, Contractor's acceptable usage policy, any end user licensing agreement, or any similar policy generally applicable to all end users accessing the Application Services, in each case as posted to Contractor's website and as updated from time to time in accordance with its terms. Each capitalized term used but not otherwise defined in these Additional Software Terms has the meaning given to such term in the Agreement. 2. Access and Use. (a) Provision of Access. Subject to the terms and conditions of the Agreement, Contractor grants City and City's Authorized Users a non-exclusive, non -transferable (except as permitted by these Additional Software Terns) right to access and use the Application Services during the Term, solely for City's internal use and for the Authorized Users' use in accordance with the Agreement. Contractor will provide to City the necessary passwords and network links or connections to allow City to access the Application Services. (b) Documentation License. Subject to the terms and conditions of the Agreement, Contractor grants to City and City's Authorized Users a non-exclusive, non-sublicensable, non- transferable (except as permitted by these Additional Software Terms) license to use the Documentation during the Term solely for City's and its Authorized User's internal business purposes in connection with its use of the Services. (c) City Responsibilities. City is responsible and liable for its Authorized Users' access and use of the Services and Documentation, regardless of whether such use is permitted by the Agreement. City must use reasonable efforts to make all Authorized Users aware of the provisions applicable to their use of the Services, including the Incorporated Documents. (d) Use Restrictions. City may not at any time, directly or indirectly through any Authorized User, access or use the Services in violation of the Usage Policies, including any attempt to (1) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (2) sell, license, or otherwise transfer or make available the Services or Documentation except as expressly permitted by the Agreement; or (3) reverse engineer, disassemble, decompile, Revised: 12.1.202119 decode, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part. City will not knowingly transmit any personally identifiable information to Contractor or any other third -party through the Services. (e) Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, Contractor may monitor City's use of the Services and collect and compile Aggregated Statistics. As between .Contractor and City, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Contractor. Contractor may compile Aggregated Statistics based on City Data input into the Services. Contractor may (1) make Aggregated Statistics publicly available in compliance with applicable law, and (2) use Aggregated Statistics as permitted under applicable law so long as, in each case, Contractor's use of any Aggregated Statistics does not identify the City or disclose City's Confidential Information. 3. Intellectual Property. (a) Contractor IP. As between City and Contractor, Contractor owns all right, title, and interest, including all intellectual property rights, in and to the Contractor IP. (b) City Data. As between City and Contractor, City owns all right, title, and interest, including all intellectual property rights, in and to the City Data. City hereby grants to Contractor the right to use the City Data and perform all acts with respect to the City Data as may be necessary or appropriate for Contractor to provide the Services to City. (c) Effect of Termination. Without limiting either party's obligations under the Agreement, on written request by City made within 30 days after the effective date of termination of the Agreement, Contractor, at no further charge to City, will (1) provide City with temporary access to the Application Services to permit City to retrieve its City Data in a commercially transferrable format and (2) use commercially reasonable efforts to assist City, at City's request, with such retrieval. 4. Limited Warranties. (a) Functionality & Service Levels. During the Term, the Application Services will operate in a manner consistent with general industry standards reasonably applicable to the provision of the Application Services and will conform in all material respects to the Documentation and service levels set forth in the SLA when accessed and used in accordance with the Documentation. Except as expressly stated in the SLA, Contractor does not make any representation, warranty, or guarantee regarding availability of the Application Services; and the remedies set forth in the SLA are City's sole remedies and Contractor's sole liability under the limited warranty set forth in this paragraph. (b) Securi . Contractor has implemented Appropriate Security Measures and has made commercially reasonable efforts to ensure its licensors and hosting providers, as the case may be, have implemented Appropriate Security Measures intended to protect City Data. (c) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION AND IN THE CONTRACT, CONTRACTOR IP IS PROVIDED "AS IS." Nothing in this subsection, however, shall operate to limit Contractor's liability for any claim resulting from the Contractor's gross negligence, recklessness, or willful misconduct. (d) Contractor exercises no control over the flow of information to or from the Application Service, Contractor's network, or other portions of the Internet. Such flow depends R"d d: 12.1202120 in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions, of such third parties can impair or disrupt connections to the Internet. Although Contractor will use commercially reasonable efforts to take all actions Contractor deems appropriate to remedy and avoid .such events, Contractor cannot guarantee that such events will not. occur. ACCORDINGLY, CONTRACTOR DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATING TO ALL SUCH EVENTS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE CONTRACT, ANY OTHER ACTIONS OR INACTIONS CAUSED BY OR UNDER THE CONTROL OF A THIRD PARTY, EXCEPT TO THE EXTENT ANY SUCH EVENT IS CAUSED BY THE GROSS NEGLIGENCE, RECKLESSNESS, WILLFUL MISCONDUCT, OR ACTIVE NEGLIGENCE OF CONTRACTOR. RWN d: 12.1.202121 0 City of Palm Springs, CA City of Palm Springs, CA 3200 E. Tahquitz Canyon Way, P.O. Box 2743 Palm Springs, CA 92262 u5 Nancy Pauley Finance Director nancy.pauley@palmspringsca.gov 760-323-8221 Products & Services Item & Description Heather Cain Accounting Manager heather.cain@palmspringsca.gov (760) 323-8229 EXT 8247 Quantity Reference: 20220304-101342076 Quote created: March 4, 2022 Quote expires: May 3, 2022 Quote created by: Bill Fray Regional Sales Director bill.fray@debtbook.com +1 (407) 463-5117 Unit Price Total Subscription Charge: Tier 3 1 $12,500.00 / year $12,500.00 / year This representsthe annual subscription charge your organization pays for access to the DebtBook platform. There are no additional charges - this covers unlimited users, external sharing, support and training. Implementation Charge: Tier 3 1 $3,750.00 $3,750.00 This covers the cost of our full -service implementation process for your organization. Subtotals Annual subtotal $12,500.00 One-time subtotal $3,750.00 Total $16,250.00 Questions? Contact me AAA Bill Fray Regional Sales Director bi Il.kay@debtbook,com +1 (407) 463-5117 DebtBook 300 West Summit Ave, Suite 110 Charlotte, NC 28203 United States „AGENCY CUSTOMER ID: LOC #: AC O ADDITIONAL REMARKS SCHEDULE Page z of 2 AGENCY NAMED INSURED'• Willis Towers Watson Northeast, Inc. .. -.. .. .. .. .. - Fifth Most, Inc., d/b/a Debteoek 1431 W Morehead. St. Suite 200 Charlotte, NO 28208 ' POLICY NUMBER See Page 1 -CARRIER NAICCODE See Page. 1• See Page 1 EFFECTIVE DATE: See Page 1 MWW1I.Wl\XL 11GIYImnm1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance INSURER AFFORDING COVERAGE: Clear Blue Insurance company NAIC#: 28860 POLICY NUMBER: CROI-100199-221 BUT DATE: 12/20/2022 EXP DATE: 12/20/2023 TYPE OF INSURANCE: LIMIT DESCRIPTION: Employee Theft of Insured Property ' Aggregate .LIMIT AMOUNT: $1, 000', 000 101(2008/01) 2008 The ACORD name and. logoare registered marks of ACORD SR ID: 25033608 BATCH:3223096- CBRT: W31173935 1870: 2 of: ACORD 25 (2016/03) K 1 / ` ,6Page 1 of 2 .�.■1 DATE (MM,DD,VYYY) ACORtf7 CERTIFICATE OF LIABILITY INSURANCE 02/12/2024 THIS i:ERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy. certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT Willie Towers Watson Certificate Center PRODUCER NAME: Willis Towers watson Northeast, Inc. PHONE 1-877-945-7378 NC No: 1-888-467-2378 I C/o 26 Century Blvd com E-MAIL P.O. Box 305191 ADDR certificates@willis. rawehville. TN 372305191 USA INSURERS K; AFFORDING NAR_ INSURED Fifth Asset, Inc., d/b/a Debt Book 1431 W Morehead St. Suite 200 Charlotte, NC 28208 A: Chubb National Insurance Company 10052 B: Federal Insurance Comtpany 20281 Beasley Insurance CEany 'to 37540 C: D: Evanston iwuttance pany 35378 Everspan Indaonity urance CcapanY 16882 :OVERAGES CERTIFICATE NUMBER: REVISION NUMBER: N32660821 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMSYYI. ADDL'SUlF- YES tEADDY EEXP LIMITS SR ^ TYPE OF INSURANCE POLICY NUMBER DIYY TR 11000,00 X COMMERCIALGENERALLIABILITY jEACH OCCURRENCE $ MISES (Ea occurrence $ 1,000,00CLAIMS-MADE OCCUR 15,00D EXP (Any one person) $ A D02094584 11/01/2023 11/01/2024 PERSONAL d ADV INJURY $ 1,000, 00 GENERAL AGGREGATE PRODUCTS - COMP/OP AGG $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: n n OLICY I] J� L7 LGC OTHER: $ 2, 000, 000 $ 73637301 11/01/2023 11/Ol/ZOZ4 COMBINED SINGLE LIMIT -�—ac ant _ $ 1,000,000 JAU MOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X A�TOS OWED AUTOS ONLY BODILY INJURY (Per person) $ 130DILYINJURY(Peraccldent) S pROPEATYDAMAGE peer t�__ $ $ 56719236 11/01/2023 11/01/2024 EACH OCCURRENCE $ 5,000,000 UMBRELLA LIAR EXCESS LIAR X OCCUR CLAIMS- MADE AGGREGATE $ 5,000,000 STATUTE DED X RETENTION$ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN D OFFICERIMEMBEREXCLUDED? In NH)yyes,describeunderE.L. E.L. EACH AC_CI_DENTANYPROPRIETOR'PARTNEFVEXECUTIVE qLIMiT E.L. DISEASE - EA EM(Mandatory DISEASE POLIC DESCRIPTION OF OPERATIONS below V369A3240101 102/01/2024 02/01/2025 Limit Each Loss $1,000,000 C lEmployee Theft of insured Property DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101, Additionai Remarks Schedule, may be attached ii more space is required) RECEIVED SEE ATTACHED FEB26 2024 TE HOLDER City of Palm Springs, CA 3200 E. Tahquitz Canyon Way, P.O. Box 2743 Palm Springs, CA 92262 © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD sx rD: 25424950 BATCH: 3330522 ynfi l City Hall Reception Desk ELLA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE AGENCY CUSTOMER ID: -., LOC #: ACORE11' ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Willis Towers Watson Northeast, Inc. Fifth Asset, Inc., d/b/a DebtBook POLICY NUMBER 1431 W Morehead St. Suite 200 See Page 1 Charlotte, NC 28208 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Panty t t Page 2 Of 2 AUUII IUNAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance INSURER AFFORDING COVERAGE: Evanston Insurance Company POLICY NUMBER: MKLVlWMA000693 EFF DATE: 02/01/2024 EXP DATE: 02/01/2025 NAIC#: 35378 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Indemnifiable D&O Liability Aggregate $3,000,000 INSURER AFFORDING COVERAGE: Everspan Indemnity Insurance Company POLICY NUMBER: EM3EII-AX-000992-01 EFF DATE: 02/01/2024 EXP DATE: 02/01/2025 NAIC#: 16882 (TYPE OF INSURANCE: Tech E&O/Cyber Liability ACORD 101 (2008101) LIMIT DESCRIPTION: LIMIT AMOUNT: Aggregate $5,000,000 cuvo /AuuMu L UnNUHA IION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID:25424950 13ATCH:3330522 CERT:W32660827 908: 2 of 2