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HomeMy WebLinkAboutA9123 - V-1 CONSULTING, LLCCity Clerk Form Updated 7/21/2021 CONTRACT ABSTRACT Contract prepared by: ____________________________________________________ Submitted on: __________________ By: __________________________________ Note: _________________________________________________________________ Contract Compliance Exhibits: Yes No Signatures: Yes No Insurance: Yes No Bonds: Yes No Contract Approvals Council/ Community Redevelopment Agency Approval Date: __________________________ Agenda Item No./ Resolution No.: _______________________________________________ Agreement No: _____________________________________________________________ Contract Administration Lead Department: ___________________________________________________________ Contract Administrator: _______________________________________________________ Contract Company Name: __________________________________________________________ Company Contact: _________________________________________________________ Summary of Services: ______________________________________________________ Contract Price: ____________________________________________________________ Funding Source: ___________________________________________________________ Contract Term: ____________________________________________________________ Munis Contract Number: _____________________________________________________ V-1 Consulting, LLC Abel Garcia PSP Outbound Baggage Handling System analysis $72,600.00 4157050-40105 8 weeks, commencing 5/9/22 Vendor # 103839 Aviation Harry Barrett, Jr./Victoria Carpenter N/A N/A A9123 Suzanne M. Seymour/Victoria Carpenter 5/3/22 Christina Brown 4 4 4 4 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 CONSULTING SERVICES AGREEMENT A OUTBOUND BAGGAGE HANDLING SYSTEM ANALYSIS V-1 CONSULTING, LLC THIS AGREEMENT FOR CONSULTING SERVICES (“Agreement”) is made and entered into on May 9, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and V-1 CONSULTING, a Limited Liability Company (“Consultant”). City and Consultant are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a professional consultant, for an analysis of the outbound Baggage Handling System (BHS), (“Project”). B. Consultant has submitted to City a proposal to provide consulting services to manage and lead communication through investigation, analysis, and reporting tasks of the overall BHS analysis, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant 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. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide consulting services for an analysis of the outbound BHS to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. 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. 1.2 Compliance with Law. Consultant shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. Page 1 of 20 9123 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 1.3 Licenses and Permits. Consultant 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, Consultant 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 Consultant is an essential condition of this Agreement. Consultant 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 Consultant to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant 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 $72,600. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant’s invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work 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 Consultant’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. Page 2 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 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 Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant 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 Consultant’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 Consultant 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 Consultant 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 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of eight (8) weeks, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and 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, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant 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 the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed 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 Consultant's deficiencies and charge the cost thereof to Consultant, who shall be liable for the full cost of the City's corrective action. Consultant may not terminate this Agreement except for cause upon thirty (30) days written notice to City. Page 3 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified Services and work: Abel Garcia, Owner/President.. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Consultant 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"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Consultant 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 Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant 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 Consultant is permitted to subcontract any part of this Agreement by City, Consultant 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 Consultant. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the Services required, except as otherwise specified. Consultant shall perform all required Services as an independent Consultant of City and shall not be an employee of City and shall remain at all times as to City a wholly independent Consultant with only such obligations as are consistent with that role; however, City shall have the right to review Consultant’s work product, result, and advice. Consultant 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. Consultant shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Consultant 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. Consultant shall not have any authority to bind City in any manner. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the Services in this Agreement. Consultant shall not alter the assignment of the following personnel Page 4 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Abel Garcia Owner/President Gabe Shangle Senior Project Manager Kaitlin Doherty Senior Project Manager 5.6 California Labor Code Requirements. A. Consultant 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, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant 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 Consultant 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 performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more 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 Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant 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 Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Consultant 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. Page 5 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant’s sole cost and expense), indemnify, protect, and hold harmless City, its 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 (Consultant’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant’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 Consultant’s indemnification obligation or other liability under this Agreement. Consultant’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 Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’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, Consultant’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 Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Consultant 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. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant 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 Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall Page 6 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant 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, Consultant shall provide City, or other agents of City, such access to Consultant’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 Consultant’s performance under this Agreement. Consultant shall maintain such 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 Consultant 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, or define 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 Consultant. 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 Page 7 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not 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 consultant 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 Consultant, 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 Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Consultant 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. Consultant warrants that Consultant 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, Consultant 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”). Consultant 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, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant 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 Consultant 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. Page 8 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 11. MISCELLANEOUS PROVISIONS 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, first-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 92262 To Consultant: V-1 Consulting LLC Attention: Abel Garcia 528 Clayton Street, Suite B Denver, Colorado 80206 agarcia@v-1consulting.com 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 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, sentences, 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. Page 9 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as 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. 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] Page 10 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND V-1 CONSULTING, LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: V-1 CONSULTING, LLC By: _______________________________________ By: _________________________________________ Abel Garcia, Owner/President Scott Johnson, Executive Vice President (2nd signature required for Corporations) Date:Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ Jeffrey S. Ballinger, City Attorney Monique M. Lomeli, Interim City Clerk APPROVED: By: _______________________________ Date: Justin Clifton, City Manager Page 11 of 20 N/A N/A DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 5/5/2022 EXHIBIT “A” CONSULTANT’S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance Page 12 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 Page 13 of 20 EXHIBIT "A" DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 Page 14 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 Page 15 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 Page 16 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 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) Page 17 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant’s performance under this Agreement. Consultant 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. Consultant 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 Consultant’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: A. 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; B. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; C. 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 _________ is not required; D. 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 Consultant has no employees, Consultant shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant’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 Consultant’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 Page 18 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant 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 Consultant’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 Consultant’s Services under this Agreement. Consultant 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. Sufficiency 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. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates 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 Consultant’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 officials, 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 work performed 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. Page 19 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. 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 Consultant’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) Consultant 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. Consultant 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. Page 20 of 20 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 04/15/2022 Brown & Brown Insurance Brokers of Sacramento, Inc. 5750 West Oaks Blvd, Suite 140 Rocklin CA 95765 (800) 228-3380 (800) 783-0083 V-1 Consulting LLC 528 Clayton Street Unit B Denver CO 80206 General Insurance Company of America 24732 Navigators Specialty Insurance Company CL2112673844 A Y Y BWG63955881 10/08/2021 10/08/2022 1,000,000 1,000,000 15,000 2,000,000 2,000,000 2,000,000 A BWG63955881 10/08/2021 10/08/2022 1,000,000 B Professional Liability CH21MPLX00205NC 10/08/2021 10/08/2022 Each Claim 2,000,000 Aggregate 2,000,000 Certificate holder(s) is/are included as an Additional Insured under the Commercial General Liability policy per endorsement(s) BP 89 47 04 18 as required by written contract. Primary and Non-Contributory wording applies per endorsement(s) BP 14 88 07 13. Waiver of Subrogation applies per endorsement(s) BP 04 97 01 06. Professional Liability is Claims Made; Retroactive date is 8/10/19. All other terms, conditions & exclusions of the policy(ies) apply. City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY EXHIBIT "B"DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 1 From: Jeff Ballinger <Jeff.Ballinger@bbklaw.com> Sent: Monday, April 11, 2022 5:19 PM To: Victoria Carpenter <Victoria.Carpenter@palmspringsca.gov> Subject: Re: Risk Management Question - Auto Liability - PSP Outbound Baggage Handling System Issues - Consulting Request NOTICE: This message originated outside of The City of Palm Springs -- DO NOT CLICK on links or open attachments unless you are sure the content is safe. OK, then yes we can waive the auto insurance requirements. Jeff Ballinger (909) 528-9400 On Apr 11, 2022, at 4:53 PM, Victoria Carpenter <Victoria.Carpenter@palmspringsca.gov> wrote: CAUTION - EXTERNAL SENDER. Hi Jeff, He is flying in…commercial. Thanks, Victoria A. Carpenter | Airport Administration Manager Palm Springs International Airport (PSP) 3400 E. Tahquitz Canyon Way, Suite 1 Palm Springs, CA 92262 Office: 760.318.3808 Email: Victoria.Carpenter@PalmSpringsCA.gov The Administration office is closed every Friday From: Jeff Ballinger <Jeff.Ballinger@bbklaw.com> Sent: Monday, April 11, 2022 4:51 PM To: Victoria Carpenter <Victoria.Carpenter@palmspringsca.gov> DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 2 Subject: Re: Risk Management Question - Auto Liability - PSP Outbound Baggage Handling System Issues - Consulting Request NOTICE: This message originated outside of The City of Palm Springs -- DO NOT CLICK on links or open attachments unless you are sure the content is safe. Hi Victoria, so they aren’t going to be driving to the airport at all? Not even to inspect the baggage system? Jeff Ballinger (909) 528-9400 On Apr 11, 2022, at 3:04 PM, Victoria Carpenter <Victoria.Carpenter@palmspringsca.gov> wrote: CAUTION - EXTERNAL SENDER. Hello Jeff, I have a risk management question. V-1 Consulting is proposing to do consulting work with the airport to analyze the baggage handling system. They do not have automobile liability. Is it acceptable is we waive the auto insurance since they are not going to drive on the airport? Thanks, Victoria A. Carpenter | Airport Administration Manager Palm Springs International Airport (PSP) 3400 E. Tahquitz Canyon Way, Suite 1 Palm Springs, CA 92262 Office: 760.318.3808 Email: Victoria.Carpenter@PalmSpringsCA.gov The Administration office is closed every Friday From: Abel Garcia <agarcia@v-1consulting.com> Sent: Friday, April 1, 2022 10:53 AM To: Victoria Carpenter <Victoria.Carpenter@palmspringsca.gov>; Harry Barrett <Harry.Barrett@palmspringsca.gov> Cc: Ramon Sanchez <Ramon.Sanchez@palmspringsca.gov>; Ed Graff <Ed.Graff@palmspringsca.gov>; Joel Montalvo <Joel.Montalvo@palmspringsca.gov>; Craig Hayes <Craig.Hayes@bbklaw.com>; Gabe Shangle <gshangle@v-1consulting.com>; DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 3 Suzanne Seymour <Suzanne.Seymour@palmspringsca.gov>; Christina Brown <Christina.Brown@palmspringsca.gov> Subject: RE: PSP Outbound Baggage Handling System Issues - Consulting Request NOTICE: This message originated outside of The City of Palm Springs -- DO NOT CLICK on links or open attachments unless you are sure the content is safe. Hi Victoria, Received. No concerns with any of the below besides the automobile liability. We don’t typically carry this unless the job/scope requires us to drive on the AOA. We can discuss further if you’d like to move forward on the agreement. @ Harry. We you able to confirm if anyone from your team is available next Tuesday 4/5? Would you still like us to schedule a trip? Thank you – Abel Abel Garcia President V-1 Consulting, LLC M: (720) 447-7720 agarcia@v-1consulting.com www.v-1consulting.com DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 04/15/2022 Brown & Brown of Colorado, Inc. 1125 17th Street, Suite 1450 Denver CO 80202 Susan Tellis (720) 963-4244 (720) 962-5142 Susan.Tellis@bbrown.com V-1 Consulting, LLC 3222 E. 1st Ave #223 Denver CO 80206 Pinnacol Assurance 41190 Zurich American Insurance Company 16535 21/22 WC Master A N Y 4227502 12/01/2021 12/01/2022 1,000,000 1,000,000 1,000,000 B Workers Compensation for CA, NJ Y WC4471113 12/01/2021 12/01/2022 E.L. each accident $1,000,000 E.L. Disease-EA employe $1,000,000 E.L. Disease Policy Limit $1,000,000 Waiver of Subrogation is in favor of City of Palm Springs. Should any of the policies be cancelled before the expiration date thereof, the issuing company will mail 30 days written notice to the certificate holder named. All policy terms, conditions and exclusions apply. City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANYAUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERALAGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'LAGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4 84) Schedule WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA ALL CA OperationsLos Angeles World Airports This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following “attaching clause” need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 12/01/2021 at 12:01 A.M. standard time, forms a part of (DATE) Policy No.WC 4471113 - 00 Endorsement No. of the Zurich American Insurance Company (NAME OF INSURANCE COMPANY) issued to V-1 Consulting, LLC Premium (if any) $_____________________________________________ Authorized Representative We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers’ compensation premium otherwise due on such remuneration Person or Organization Job Description Page 1 of 1WC 04 03 06 (Ed. 4-84) DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 ARTORG_LLC Page 1 of 3 Rev. 12/01/2012 Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.sos.state.co.us. ABOVE SPACE FOR OFFICE USE ONLY Articles of Organization filed pursuant to § 7-90-301 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.) 1. The domestic entity name of the limited liability company is ______________________________________________________. (The name of a limited liability company must contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co.”, “ltd. liability co.”, “limited”, “l.l.c.”, “llc”, or “ltd.”. See §7-90-601, C.R.S.) (Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.) 2. The principal office address of the limited liability company’s initial principal office is Street address ______________________________________________________ (Street number and name) ______________________________________________________ __________________________ ____ ____________________ (City) (State) (ZIP/Postal Code) _______________________ ______________ (Province – if applicable) (Country) Mailing address ______________________________________________________ (leave blank if same as street address) (Street number and name or Post Office Box information) ______________________________________________________ __________________________ ____ ____________________ (City) (State) (ZIP/Postal Code) _______________________ ______________. (Province – if applicable) (Country) 3. The registered agent name and registered agent address of the limited liability company’s initial registered agent are Name (if an individual) ____________________ ______________ ______________ _____ (Last) (First) (Middle) (Suffix) or (if an entity) ______________________________________________________ (Caution: Do not provide both an individual and an entity name.) Street address ______________________________________________________ (Street number and name) ______________________________________________________ __________________________ CO ____________________ (City) (State) (ZIP Code) Mailing address ______________________________________________________ (leave blank if same as street address) (Street number and name or Post Office Box information) ______________________________________________________ V-1 Consulting, LLC 3222 E 1st Ave Apt 223 Denver CO 80206 United States Garcia Gerald Abel 3222 E 1st Ave 223 Denver 80206 Colorado Secretary of State Date and Time: 04/20/2019 05:40 PM ID Number: 20191332531 Document number: 20191332531 Amount Paid: $50.00 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 ARTORG_LLC Page 2 of 3 Rev. 12/01/2012 __________________________ CO ____________________. (City) (State) (ZIP Code) (The following statement is adopted by marking the box.) The person appointed as registered agent has consented to being so appointed. 4. The true name and mailing address of the person forming the limited liability company are Name (if an individual) ____________________ ______________ ______________ _____ (Last) (First) (Middle) (Suffix) or (if an entity) ______________________________________________________ (Caution: Do not provide both an individual and an entity name.) Mailing address ______________________________________________________ (Street number and name or Post Office Box information) ______________________________________________________ __________________________ ____ ____________________ (City) (State) (ZIP/Postal Code) _______________________ ______________. (Province – if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment. 5. The management of the limited liability company is vested in (Mark the applicable box.) one or more managers. or the members. 6.(The following statement is adopted by marking the box.) There is at least one member of the limited liability company. 7.(If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains additional information as provided by law. 8.(Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required forma t.) The delayed effective date and, if applicable, time of this document is/are __________________________. (mm/dd/yyyy hour:minute am/pm) Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. 8 Garcia Gerald Abel 3222 E 1st Apt 223 Denver CO 80206 United States 8 8 8 8 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 ARTORG_LLC Page 3 of 3 Rev. 12/01/2012 This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document to be delivered for filing are ____________________ ______________ ______________ _____ (Last) (First) (Middle) (Suffix) ______________________________________________________ (Street number and name or Post Office Box information) ______________________________________________________ __________________________ ____ ____________________ (City) (State) (ZIP/Postal Code) _______________________ ______________. (Province – if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s). Garcia Gerald Abel 3222 E 1st Ave Apt 223 Denver CO 80206 United States DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775 ADDITIONAL MEMBERS The limited liability company has additional persons forming the limited liability company and the name and mailing address of each such person is stated in this attachment. LLC Name: ______________________________________________ Name: ____________________________ Address 1: _________________________ Address 2: _________________________ City: _____________________________ State: ____________________________ Zip: _____________________________ Country: __________________________ Name: ____________________________ Address 1: _________________________ Address 2: _________________________ City: _____________________________ State: ____________________________ Zip: _____________________________ Country: __________________________ Name: ____________________________ Address 1: _________________________ Address 2: _________________________ City: _____________________________ State: ____________________________ Zip: _____________________________ Country: __________________________ Name: ____________________________ Address 1: _________________________ Address 2: _________________________ City: _____________________________ State: ____________________________ Zip: _____________________________ Country: __________________________ Name: ____________________________ Address 1: _________________________ Address 2: _________________________ City: _____________________________ State: ____________________________ Zip: _____________________________ Country: __________________________ Name: ____________________________ Address 1: _________________________ Address 2: _________________________ City: _____________________________ State: ____________________________ Zip: _____________________________ Country: __________________________ V-1 Consulting Scott Johnson 1200 W. Monroe St Apt 609 Chicago Illinios United States 60607 DocuSign Envelope ID: 5B261441-6E4A-4286-92F1-C5AD99F6A775