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HomeMy WebLinkAboutA6875 - COACHELLE VALLEY ECONOMIC PARTNERSHIPCONTRACT ABSTRACT Contract prepared by: Community & Economic Development Department Submitted on: 10-31-2023 By: Jennifer Henning Contract Company Name: Coachella Valley Economic Partnership (CVEP) Company Contact: Joe Wallace, CEO Summary of Services: Amendment No. 2 to Administrative Services Agreement Funding Terms: Consultant will continue the management and administrative services of the PSiHub and Accelerator Campus, under the auspices of the PSiHub, and desire to amend the Administrative Agreement as set forth under the terms and conditions established in Agreement A6875 and agree to extend the term of the Agreement to June 30, 2024. Total compensation shall be amended to add $200,000 annually. commencing on July 1, 2023, and ending on June 30, 2024, unless extended by mutual written agreement of the parties. Funding Source: 1002300-40105 Contract Term: June 30, 2024 Contract Approvals Council Approval Date: October 26, 2023 Agreement No : A6875 Contract Compliance Exhibits: Included Signatures: Included Insurance: Included Bonds: n/a Contract Administration Lead Department: Community & Economic Development Contract Administrator: Jennifer Henning DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 55575.18175\41775466.1 1 Amendment No. 2 to an Administrative Services Agreement No. A6875 July 1, 2023 to June 30, 2024 This Amendment No. 2 to an Administrative Service Agreement (“Agreement”) is made this 1st day of July, 2023 between City of Palm Springs (“City”) and the Coachella Valley Economic Partnership, a California non-profit corporation (“Consultant”). The City and Consultant, hereafter referred to as the “Parties”, recognize the following: RECITALS WHEREAS, the Consultant maintains a 501(c)(3) designation and is the managing authority for the Regional Economic Blueprint; WHEREAS, a principal strategy of the Coachella Valley Economic Partnership Regional Economic Blueprint calls for creation of a small business support programs, services and incubator; WHEREAS, Palm Springs received designation by the State of California as an Innovation Hub (iHub), known as the Palm Springs Innovation Hub (PSiHub). WHEREAS, beginning in July, 2011 and through June 30, 2023, Consultant assumed operations and management of the PSiHub on behalf of the City of Palm Springs; WHEREAS, the PSiHub incubator is co-located with Consultant in a facility located at 3111 East Tahquitz Canyon Way, Palm Springs; and WHEREAS, on July 1, 2016, the Parties added the Accelerator Campus at 2901 E. Alejo Road and Consultant assumed management of the facility for additional incubator services to accommodate clients in the early manufacturing, prototyping and assembly stages and entered into a consulting services agreement for a term of two years in the amount of $196,500 annually, for a total agreement of $393,000. WHEREAS, on July 24, 2018, the Parties extended the term of the Agreement to June 30, 2023, and increased the total compensation by $200,000 annually, or $1,000,000 total, for a new total compensation amount of $1,393,000. NOW THEREFORE, the Parties hereby agree Consultant will continue the management and administrative services of the PSiHub and Accelerator Campus, under the auspices of the PSiHub, and desire to amend the Administrative Agreement as set forth under the following terms and conditions: I. Section 3.1 Compensation of Consultant shall be amended to add $200,000 as follows: 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for 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 $1,593,000. DocuSign Envelope ID: D5965B7C-30B9-4F73-AB37-7B1D1AE2BCF9DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 55575.18175\41775466.1 2 II. Section 4.4 Term, shall be amended to add one additional year, plus two one-year options as mutually agreed to by the Parties, as follows: 4.4 Term Unless earlier terminated in accordance with Section 4.5 of the Agreement, this Agreement shall continue in full force and effect for a period of eight (8) years, commencing on July 1, 2016, and ending on June 30, 2024, unless extended by mutual written agreement of the parties. DocuSign Envelope ID: D5965B7C-30B9-4F73-AB37-7B1D1AE2BCF9DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 55575.18175\41775466.1 3 IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 to An Administrative Service Agreement as of the dates stated below. “CITY” City of Palm Springs Date:__________________________ By: _______________________________ Scott C. Stiles City Manager APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ Jeff S. Ballinger Brenda Pree, MMC, CERA City Attorney City Clerk “CVEP” Coachella Valley Economic Partnership Date: __________________________ By: ______________________________ Joe Wallace, CEO DocuSign Envelope ID: D5965B7C-30B9-4F73-AB37-7B1D1AE2BCF9 Joe J. Wallace11/14/2023 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 11/15/2023 55575.18175\41775466.1 4 Exhibit “A” SCHEDULE OF COMPENSATION City shall pay CVEP $200,000 annually, to be billed on a quarterly basis in alignment with the submission of the Quarterly Report metrics described in Attachment “1”. Compensation shall be paid in advance of the quarter upon receipt of an invoice pursuant to Section 3 of the Agreement, as follows: July 1 to September 30 Paid in July October 1 to December 31 Paid in October January 1 to March 31 Paid in January April 1 to June 30 Paid in April DocuSign Envelope ID: D5965B7C-30B9-4F73-AB37-7B1D1AE2BCF9DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 CONSUL TING SERVICES AGREEMENT (Adn1inistrative and 1\tla11a gen1ent Services Agreement Coachella Valley Eco11on1ic Partners/tip) THIS AGREEMENT FOR CONSULTING SERVICES ('·Agreement") is made and entered into on July I, 2016, by and between the City of Palm Springs, a California charter city and municipal corporation (''City"), and the Coachella Valley Economic Partnership, a California non-profit corporation, ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred lo as the ''Parties''. RECITALS A.City requires the services of a consultant, to operate the Palm Springs Innovation Hub and Palm Springs Accelerator Campus, ("Project"). B.Consultant has submitted to City a proposal to provide administrative and management services to City under the terms of this Agreement. C.Based on its experience, education, training, and reputation, Consultant 1s 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. In consideration of these promises and mutual agreements, City agrees as follows: 1.CONSULT ANT SER\'ICES AGREEl\'IENT l. t Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide administrative and management services to City as described in the Scope of Services and Schedule of Compensation attached to this Agreement as Exhibit "A" and incorporated by reference (the ''services" or "work"). Consultant v.•arrants that all services and work shall be perfonned in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the tenns contained in the Scope of Services/Work and the tenns set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance ,vith Lal-v. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all la\vful orders, rules, and regulations. 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. ORIGINAL BID AND/OR AGREEMENT Revised 5/5116 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed as set forth in Exhibit "A." Any time period extension must be approved in \vriting by the Contract Officer. 4.3 Force Maj cure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant. if Consultant notifies the Contract Officer wiU1in ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epide1nic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time tor perfonning 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 detennination shall be final and conclusive upon the parties to this Agree1nent. 4.4 Term. Unless earlier tenninated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twenty four (24) months, commencing on July I, 2016, and ending on June 30, 2018, unless extended by 1nutual \Vritten agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may tenninate 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 imn1ediate danger to health, s.afety, and general \velfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of tennination, 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 tennination and for any services authorized by the Contract Officer after such notice. Consultant may tenninatc this Agreement, \Vith or without cause, upon thirty (30) days written notice to City. 5.COORDINATION OF \YORK 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 \Vith respect to the specified services and work: Joe WaJiace, Acting Presiden t·CEO. 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 Contrnct Officer shall be the City Manager or his/her designee (''Contract Officer"). Consultant shall be responsible tor keeping the Contract Officer fully informed of the progress of the perfonnance of the ser.•ices. Consultant shall refer any Revl� 5151 I 6 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 11/13/2023 License # 0757776 (760) 360-4700 4252 (760) 200-5841 01184 Coachella Valley Economic Partnership 3111 E. Tahquitz Canyon Way Palm Springs, CA 92262 A 1,000,000 X X 2023-23204 6/17/2023 6/17/2024 500,000 20,000 1,000,000 2,000,000 2,000,000 LIQUOR LIABILIT 1,000,000 1,000,000A X X 2023-23204 6/17/2023 6/17/2024 The City of Palm Springs, its officials, employees and agents are named additional insured with respects to the location listed above per the attached forms. Insurance is primary and non-contributory. Waiver of Subrogation applies per the attached endorsement. 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. City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 COACVAL-08 DNIELSEN HUB International Insurance Services Inc. 75030 Gerald Ford Drive Suite 201 Palm Desert, CA 92211 Virginia Ramirez virginia.ramirez@hubinternational.com Nonprofits' Insurance Alliance of California, Inc X X X X X X DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 When required by written contract Policy #2023-23204 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 2023-23204 C V Economics; Coachella Valley Economic Partnership 6/17/23 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 When required by written contract DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 When required by written contract DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$40.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:Coachella Valley Economic Partners DBA: Owner:Coachella Valley Economic Partnership Mailing Address:3111 E Tahquitz Canyon Way Palm Springs, CA 92262 License Number:ICA-003888-2023 Expiration Date:11/30/2024 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:3111 E Tahquitz Canyon Way, Palm Springs, CA 92262 Business Description:Non-Profit Organization TO BE POSTED IN A CONSPICUOUS PLACE DocuSign Envelope ID: ACF3155D-5EAF-4FF8-85B9-90B1F6FD0B37 CONSULTING SERVICES AGREEMENT Administrative and Management Services Agreement Coachella Yallev Economic Partnership) THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement') is made and entered into on July 1, 2016, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and the Coachella Valley Economic Partnership, a California non-profit corporation, ("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 consultant, to operate the Palm Springs Innovation Hub and Palm Springs Accelerator Campus, ("Project'). B. Consultant has submitted to City a proposal to provide administrative and management services 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. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES Ll Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide administrative and management services to City as described in the Scope of Services and Schedule of Compensation attached to this Agreement as Exhibit "A" and incorporated by reference (the "services' or "work"). Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. 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 services rendered under this Agreement shall comply with all applicable federal, state, and local laws. statutes and ordinances and all lawful orders, rules, and regulations. 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. ORIGINAL. BID AND/OR AGREEMENT I Revised 515116 s+i5!Rl. 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 Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. 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 $196,500. 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. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. Revised;SlStt6 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed as set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. 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. 4A 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 twenty four (24) months, commencing on July 1, 2016, and ending on June 30, 2013, 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. Consultant may terminate this Agreement, with or without cause, upon thirty(30) days written notice to City. 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: Joe Wallace, Acting PresidentCEO. 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 perfonmance of the services. Consultant shall refer any Rsvr:aarsr,e 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. Therefore, 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. 5.4 Independent Contractor. 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 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 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. 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 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: Jae Wallace Chief Innovation Officer and ,Wanaging Director of the Pabrr Springs Wub and Acceteralor Campus Kvle Wagner Assistant Director, Innovation and Business Services G. 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. 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 r Rev,wd 5S&Td 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, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. 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. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Desian Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually"Indemnified Party'; collectively "Indemnified Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- desigrt-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. Revised:5W6 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 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 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 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 G Revised:5+S116 n?E15's_i 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 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. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liabilitv of Citv Officers and EmPIGvees. 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. 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 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. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, gender expression, national origin, physical or mental disability, medical condition, or ancestry. 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 Revsed:515f58 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: Attention: President/CEO Coachella Valley Economic Partnership 31 1 1 E. Tahquitz Canyon Way Palm Springs, California 92262 11.2 Integrated Agreement, This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 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. 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 Authoritv. The persons executing this Agreement on behalf of the Parties warrant that they are duty 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 Ageement. 8 Revised.515116 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CITY" City of Palm Springs Date: t V By' David City Manager APPROVED By CITY COUNCIL APPROVED AS TO FORM: ATTEST By: v/y^ - — BY ougl s t. Holland amen Thompson City f ttomey City Clerk CONSULTANT". Coachella i'allev Economic Partnership) WsidenDate: C) By : e eo Date: secretory) 4 Revised 5/5i16 CALIFORNIA ALW- URPOSE ACKNOWLEDGMENT CIVIL CODE§1180 A Phre or odw olfar Ana mm mtbwm vadwa any do r6my of dw x dm&xJ A&agned to doxamnt m which dhc conA aa b ucaclwt rpt ft m drhke amrncy a vsiday of that dooanaA Stara of C County of i.JP 6 f6 e- C1 501u Dllo befaemo[_1 K+WO f, Bea* O+G.M PJbinl1 I Dote q I Here lrr en rtamo s,a'Gae of t IN 73appe-W 0e W CU I G! e-- Name(,)of who Prv+ d to me on the tasia of aabdaclory evidence to be the ppee aaoorr p whose r i le subeccibed to the withn notnona,t and acknowtedgod to me a (ha ttjalaiq e:enitad the some m t the entity upw be1WF of wNchh t r"peraor{*)exW odd be r"a(ambumwO i»>anerd the per9arKi). I certify under PENALTY OF PERJURY under the laws of the State of Caiitarva that the fore0mn0 panWaph n thus and correct. CYNTHIA A. BERAR01 WITNESS my hand d aRiciel 7 Commission le 2055635 z . e , Notary Public•California z r Riverside County My Comm.E ires Feb 18,2018 CAM of Notary PLVx Pbce Notary'.dal Above OP170MAL Thavh MK3"C&M a opbw at mnpighng this intbrrrnf n can dater ana lion of Me docwnant w aaadtmnt raatlmNvrwd ot Ihm form ID an unrreerr<W doc omt Oescripdon of Attached t Tore or Type of Docvn tt7im "Avyi64 I fCQoo umant Onto 1)1 t4 >_ Nwnbor of Papas:. Si{grer(a}Ojhw Than Nomad Above: Capacity(lea)C7aimad by Signer(e) Sigrrer o flame:. Signer a Noma: Caporsts Otfica—Titlela): 2 Carpaate Oificar—rftgn): 0 Partner— O Lunged O Oerwul 0 Partner— 0 Lirf#ted Urdivi kW 0 Attomey in Fact O lydivi ""QA'mmey in Fad Truatse Owrdm w Corwa w m alas Grardan or Conowrator OOe»r: Oure 34na Ia Sipha Is fiapwerding: W014 Natiaud Koh"Asaocwbm•ww Nebo alf4dary org•1-8006US NDT' 7"7e Sam tram Sww 10 Reriscw;5l5116 EXHIBIT "A" SCOPE OF SERVICES and SCHEDULE OF COMPENSATION CVEP Oblisations and Responsibilities: On an annual basis during the tern of this Agreement the Coachella Valley Economic Partnership (CVEP) shall provide to the City the following administrative and management services for the operation of the Coachella Valley Innovation Hub (CViHub) and the Palm Springs Accelerator Campus(Accelerator): Continue responsibility for further development and operations of CViHub and Accelerator program and services; Maintain a dedicated, full-time manager to direct and oversee CViHub and Accelerator operations, and provide direct services to clients; Pursue other public and private funding sources, i.e., grants and sponsorships in order to generate a sustainable program; Overseer maintain the CViHub and Accelerator website, calendar, blog, and social networking accounts; Prepare and submit quarterly reports against performance metrics set forth by the City of Palm Springs (Attachment "1") as follows: July 1 to September 30 due in October, January 1 to March 31 due in April, October I to December 31 due in January, April I to June 30 due in July; Prepare and submit annual reports in accordance with sections 8 and 9 of the State of California Innovation Hub Memorandum of Understanding (Exhibit "C"); and submit a copy of all reports to the City Contract Administrator and perform all other duties of the State of California Innovation Hub MOU; Prepare and submit quarterly financial reports within 30 days of quarter ending. Financial reports should include revenue and expenditures for the reporting period. Coordinate Advisory Board meetings and all records as needed (Attachment"2"); Oversee selection criteria, application process, incubator and accelerator campus leases'oecupants (Attachment"3"); Deliver CViHub and Accelerator program and client services, including but not limited to: t 4 Revised'.515116 1 Y' A. Facility Based Services for Clients of the CViHub and Accelerator Campus Administration 1. Space a. Telephone - (unlimited local and national tails) b. Local Area Network(LAN) c. High Speed Internet Access d. Space for individual servers e. Shared Conference Room F. Physical and mailing Address g. Restrooms h. Janitorial services 2. Rent— determined by Advisory Board a. Free b. Below market rate 3. Shared Office Systems a. Copies (at cost) b. Fax (incoming and outgoing) C. Postage meter(at cost) d. Receptionist/switchboard e. Usage-'user charge for other office systems to be determined by CViHub& Accelerator Manager or Advisory Board. B. Client Services 1. Seminars & Workshops to be hosted by the CV[Hub Accelerator a. Business plans b. Financial management and accounting support c. Financing assistance d. HR support e. Hot Topics-- Special Interest f. Commercialization/Technology Licensing 2. One-on-One Meetings;Support 3. Mcntoring Program C. Access to Professional Services Providers I. Accounting& Financial Professionals 2. Regulatory Compliance 3. E-commerce 4. Government procurement 5. Manufacturing Assistance 12 Revised'.515116 fi559.3 6. Legal Services 7. International Trade D. Networking Opportunities I. Events 2. Introductions 3. Virtual E. Access to Other Educational Seminar and Training Providers I. SBDC (Small Business Development Center) 2. SBA (Small Business Association) 3. SCORE (Counselors to America's Small Businesses) 4. CVWDC (Coachella Valley Women's Business Center) 5. CIEDEC (CA Inland Empire District Export Council) F. Administer all other Agreements between the City and CVEP in a timely and appropriate manner. Revised:515116 7?t33'>•.6 SCHEDULE OF COMPENSATION Citv shall pay CVEP S 196,500 annually, to be billed on a quarterly basis in alignment with (lie submission of the Quarterly Report metrics described in Attachment"I". Compensation shall be paid in advance of the quarter upon receipt of an invoice pursuant to Section 3 of the Agreement, as follows: July I to September 30 Paid in July October I to December 31 Paid in October January 1 to March 31 Paid in January April l to June 30 Paid in April j RCviSeE:5f5776 Attachment "1" Quarterly Reporting Metrics CVEP shall provide a quarterly report to the City of Palm Springs that shall contain, but not be limited to, the following information: Companies (contact information) providing outreach services Companies (contact information) receiving outreach services Number of companies in residence Number of graduating companies Number of employees hired by CViHub and Accelerator companies (jobs created — monthly and cumulative) Number of employees hired by CViHub and Accelerator graduate companies {jobs created .--monthly and cumulative) Revenues`sales from CViHub and Accelerator start-up companies Number of interns/students trained Number of sponsors,corporate partners, members or contracts signed Number of patent disclosures:applications by CViHub and Accelerator companies Funding sources and amounts leveraged or invested in CViHub and Accelerator companies 15 Rev sed'515116 Attachment "2" Palm Sprines Accelerator Campus & iHub Advisory Board The Advisory Board shall be comprised of the City of Palm Springs two-member Council Subcommittee, City Manager, and assigned staff. Advisory Board Duties The Advisory Board shall establish policy guidelines for the CViHub Incubator program and Palm Springs Accelerator Campus. The Board will be instrumental in promoting the CViHub and Accelerator Initiative and generating awareness and understanding of the programs as an important economic development tool for Palm Springs. Composition of the Advisory Board may be subject to change during the term of the Agreement. The Advisory Board and CVEP may recommend changes to its composition. Such a change shall constitute a minor change to the Agreement. The City Manager of the City of Palm Springs or his designee is authorized to approve proposed changes to the Advisory Board, 16 R"ised:5 51 6 7ii3 t I Attachment "Y CVEP shall establish a Selection Committee to review and select qualified candidates for the CViHub and Accelerator programs. The Selection Committee shall include two (2) business representatives within the City of Palm Springs, a staff representative from the City of Palm Springs, a CVEP Executive Board member, and the CViHub'Accelerator Manager. The CViHub:'AcceIerator Manager shall manage the Selection Committee's review process and prepare all related reports. CViHub Accelerator Incubator Client Selection The CVIHUb;'Accelerator Selection process is as follows: 1. Intake of completed Client Application 2. Application(s) presented to Selection Committee. 3. Selection Committee accepts or declines application Evaluation Criteria I. Meets Targeted industry sectors -- innovative information solutions, clean technology, renewable energy and new emerging technology 2. Early stage of development (typically within first two years, but small companies undergoing change in direction or launching new product may also apply) 3. Potential to commercialize or launch within 3 years 4. Ability to pay rent while cash flow is developed 5. Desire to take advantage of and benefit from value added services and guidance 6. Capacity for growth,job creation and economic benefit 7. Not in direct competition with other incubator clients(or no conflict) Graduation Policies 1. Time Limits -- Clients shall be limited to a term of no more than 3 to 5 years in the incubator 2. Clients who have progressed beyond benefit of services sooner than the 3-year term may graduate early 3. Clients who require excessive commitment of resources and do not demonstrate progress toward graduation may be terminated from the program. The client selection, evaluation criteria and graduation policies may be subject to change. Changes to the Selection Criteria are determined by the Advisory Board and CVEP and shall constitute a minor change to the Agreement. The City Manager of the City of Palm Springs or his designee is authorized to approve the proposed changes for the Client Selection Committee. 7 FtevUdt 51506 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) p 5 Revised 515116 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 Scove 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 S 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 Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement fort. 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 9 Revised 5151:8 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 A€geement 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: 1.The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Pabn Springs Contract No. " or 'for any and all rklork performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over arry insurance or sel(- insurance flue City may!rave..." ("as respects City of Pahn Springs Contract No.`" or 'for ant, and all rrork perfawed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing conrpatry trill nail 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. 20 Revisec:515PS qi iiny I 4. 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 agentibroker 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, 21 Revised:515175 tidi 7`7 I EXHIBIT "C" CALIFORNIA INNOVATION HUB MEMORANDUM OF UNDERSTANDING SEE NEXT PAGE Revised:5/5116 xWv I California Innovation Hub Memorandum of Understanding THE CITY OF PALM SPRINGS,acting as THE PALM SPRINGS IHUB (sometimes referred to as the Designated iHub"),AND THE GOVERNOR'S OFFICE OF BUSINESS AND ECONOMIC DEVELOPMENT{"GO- Biz"}enter into this Memorandum of Understanding("MDU") dated Capitalized terms are either defined within the paragraph or in the definition section under Appendix A. RECITALS Whereas,as one of the world's largest economies,the State of California leads the nation in sparking innovation;and Whereas,on October 4,2013 Governor Edmund G. "Jerry" Brown Jr.signed into law Assembly Bill No. 250("AB 250"),creating the California Innovation Hub (iHub) Program within the GO-81z; Whereas,GO-Biz may designate an iHub through a competitive application process; Whereas,the purpose of each iHub will be to stimulate partnerships,economic development,and job creation by leveraging assets to provide an innovation platform for startup businesses,economic development organizations, business groups,and financial institutions; Whereas,AB 250 requires GO-Biz to oversee,coordinate,and provide assistance to each designated iHub; Whereas,AB 250 requires that any iHub designated by GO-Biz before January 1,2014, must enter into a memorandum of understanding with GO-Biz that meets the requirements set forth in AB 250; Whereas,the City of Palm Springs submitted an application through the competitive process requesting designation as an iHub for the Western Coachella Valley located in the County of Riverside; Whereas,GO-Biz evaluated the application and designated the City of Palm Springs in the County of Riverside as an iHub on May 11,2010; Whereas,the City of Palm Springs has represented that its focus will be, but not limited to, renewable energy and clean tech(collectively, "purpose"); Whereas,the City of Palm Springs has entered into a Management Agreement with the Coachella Valley Economic Partnership,and has obtained letters of support from the Small Business Development Center,College of the Desert,University of California—Riverside,National Renewable Energy Lab (NR£L), Naval Weapons Center,Cal State University-5an Bernardino,Wells Fargo, Palm Springs Chamber of Commerce,Riverside County Workforce Development Center("pa rtner network") in alignment with Government Code Section 12099.4 to further its purpose. 1 THEREFORE,THE DESIGNATED iHUB AND GO-BIZ(COLLECTIVELY THE"PARTIES"OR INDIVIDUALLY THE PARTY") PARTIES AGREE AS FOLLOW: A. Incorporation.All parties agree that the recitals are true and are hereby incorporated by reference into this MOU. The term of this MOU shall be four years. B. Requirements of the Designated IHub.The Designated iHub agrees to do the following: 1. Coordinate and participate in five(5)keynote speaker series seminars annually with national and regional partners focused on supporting start-up and emerging technology entrepreneurs that provide advice on starting a business including financing,marketing and planning.Such participation will be in the form of attendance,financial or in-kind sponsorship,participation as a panelist or moderator during the event; 2. Coordinate and support through direct and or in-kind funding an annual innovation event in partnership with GO-Biz that demonstrates research and partnerships that have evolved out of local universities or research laboratories through the Innovation Hub; 3. Through partner network of the Coachella Valley Innovation Hub provide workshops,seminars, and conferences that assistance 20 startup and emerging technology companies annually; 4. Provide up to five(5) letters of support and commitments to partner network that support further grant applications for programs focused on!Hub activities annually; 5. Provide in person and or electronic introductions to local municipalities for start-up and emerging technology companies to receive business assistance in the form of streamlining permitting process,access to Innovation hub partner networks,and business assistance where appropriate; 6. Promote other[Hub programs and events through social media and other communication paths highlighting the collaborative nature of the!Hub program; 7. Include the IHub logo on marketing materials and other communications to brand events and activities of the iHub,as further described in section E below regarding license; 8. Provide on an annual basis,no later than March 31"a common data set for the purpose of reporting activity within the IHub that will include at a minimum,to the extent applicable: a. Report on the status of the requirements in items (1)-(6)of Section B, above; b. Investment Raised/Secured by Designated iHub and/or iHub partner(s); c. Companies Funded within!Hub partner network; d. Graduates still in business("Graduates"for purposes of this section mean graduates of an incubator or accelerator program with Designated iHub); and e. Patent applications applied for and granted within Designated iHub region. 2 i The minimum common data set is subject to modification or change from time to time only with the prior written approval of GO-Biz and the Designated Nub. 9. Under AB 250 an [Hub shall annually,no later than July 31" report to GO-Biz progress in meeting each of the goals set forth in Section B above and describe how it has satisfied the performance standards as described in the iHub application. C. Designated iHub.The Designated!Hub certifies that: 1. It has received a copy of the state's nondiscrimination policy from GO-Biz,has read the policy and agrees to comply with its terms; 2. The Designated]Hub and its principals are current in payment of allstate and local taxes owned unless they have entered into an agreement that was deemed satisfactory by the respective taxing authority and are in full compliance with the agreement. D. Requirements of GO-Biz.GO-Biz agrees to do the following: 1. Enter into partnerships on behalf of the iHub network with various industry sectors, non-profit organizations,and non-governmental organizations to negotiate and implement exclusive arrangements for the benefit of the iHub network to obtain access to products and services,including, but not limited to training,software and educational opportunities for innovators and entrepreneurs; 2. Explore opportunities for partnerships with appropriate foreign governments,as determined by GO-Biz, to cooperate in the exchange of innovation technologies and co-develop innovation platforms; 3. Develop a model or program for appropriate foreign private entities to join a California !Hub as either a venture capitalist or member/participant of one or more Hubs; 4. As appropriate, promote the iHubs during foreign trade missions, investment forums and in meetings with foreign entities including governments. 5. Deploy a web based platform that will facilitate dialogue and referrals between the Hubs throughout the State of California; 6. Develop regulations to determine the process for distributing any funds received and deposited in the Innovation Accelerator Account created under Government code 12099.7; 7. Promote the Nub Program through social media and other communication paths highlighting successful accomplishments amongst all designated iHubs to the extent the Designated Nub communicates with GO-Biz and provides information about its accomplishments and activities; B. License the [Hub logo to Designated Nub as set forth below; 9. Provide letters of support to Designated Nub for the purpose of seeking federal and state funds to support activities of the Designated!Hub;and 3 i 10. GO-Biz will annually post,no later than September 30u, the information for each of the reports submitted by each designated lHub on GO-Biz's internet website and will provide notice to the Governor and relevant policy committees of the Legislature that the information is available on the internet. E. License.On August 29, 2014,GO-Biz submitted a section 1(a)trademark application to the United States Patent and Trademark Office("USPTO") to federally register the Mub mark as depicted in Appendix B(the "Mark")and assigned serial number 86381306 by the USPTO. Although not yet federally registered,GO-Biz has common law rights to the Mark and any other rights that it may acquire through federal registration of the Mark and hereby grants to the Designated iHub a non-exclusive, royalty-free, non-sublicensable and non-assignable right to the Mark to use It in connection with its iHub designation for but not limited to logo design, web pages owned and operated by the Designated !Hub and any of its partner organizations, event branding and any other uses provided that prior use and written approval by GO-Biz is obtained..When exercising this right,the Designated iHub must ensure any notice of trademark,"TM"or other propriety right is not removed from any place where it is placed on or embedded.Once the Mark is federally registered the° notation will be required to be placed on all uses of the Mark by the Designated iHub. Designated Mub agrees that it will not after,crop,manipulate and create derivative works from the Mark,other than a proportional sizing of the Mark to fit applicable materials. Designated iHub must immediately notify GO-Biz if it becomes aware or suspects that any third party has gained access of the Mark and is wrongfully using the Mark, in whole or in part,or is violating any of GO-Biz's intellectual property rights,including,but not limited to, trademarks and copyrights. Nothing in this MOU is intended or shall be construed to transfer or assign any intellectual property rights of GO-Biz to the Designated ii-lub,except as otherwise licensed in this MOU. Designated iHub acknowledges and agrees that all right,title and interest in and to the Mark remains with GO- Biz, and nothing contained in this MOU will be construed to convey any rights or propriety interest in the Mark other than the specific rights specifically granted in this MOU. Designated iHub acknowledges and agrees that the Mark possess a special, unique and extraordinary character which makes It difficult to assess monetary damages which GO-Biz might sustain by an unauthorized use.Designated!Hub agrees that irreparable injury would be caused to GO-Biz by such unauthorized use,and that Injunctive relief would be appropriate in the event of breach of this Agreement.GO-Biz makes no representations or warranties with regard to the Mark, except as otherwise explicitly set forth in this MOU. F. Public Records. Designated !Hub acknowledges that GO-Biz is subject to the California Public Records Act(PRA)(Government Code section 6250 at.seq.).This MOU and materials submitted by Designated iHub to GO-Biz may be subject to a PRA request. In such an event,GO-Biz will notify the Designated iHub,as soon as practicable that a PRA request for the Designated iHub's information has been received,to allow Designated iHub,at its discretion, to seek an Injunction.GO-Biz will work in good faith with the Designated !Hub to protect the information to the extent an exemption !s provided by law, including but not limited to notes,drafts, 4 i I proprietary information,financial information and trade secret information. GO-Biz will also apply the"balancing test"as provided for under Government Code section 6255 to the extent applicable. G. Assignment,This MOU is not assignable to another party unless written consent from the non. assigning party is obtained. H. Media Release. Designated iHub agrees to cooperate in good faith with GO-Biz, if requested in connection with any publicity,outreach or press release related to the iHub designation. Designated iHub may elect to issue a press release related to this MOU or any requirements hereunder, but any release shall be approved by GO-Biz in writing prior to such release.Such approval shall not be unreasonably withheld. 1. Indemnification/Warranty Disclaimer/Limitation of Liability. When created,Designated iHub shall defend, Indemnify and hold GO-Biz,its agents or assigns, harmless from and against all claims, damages, and liabilities(including reasonable attorneys' fees) arising from this MOU in the event Designated fHub acts or engages in willful or negligent misconduct. UNDER NO CIRCUMSTANCES WILL THE STATE OF CALIFORNIA,GO-BIZ,ITS AGENTS OR EMPLOYEES,OR ANYONE ELSE INVOLVED IN THIS MOU BE LIABLE TO DESIGNATED IHUB FOR ANY DIRECT, INDIRECT, INCIDENTAL,SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARISE FROM THIS MOU. J. Jurisdiction.The validity of this MOU and the interpretation and performance of all of its terms shall be governed by the laws of the State of California.The Designated iHub hereby irrevocably agrees to submit to the personal jurisdiction and venue of any state or federal court located in the City of Sacramento,State of California, and expressly waives any claim or defense that such forum is not convenient or properfor purposes of any action arising under this Agreement. K. Waiver.Neither party shall be deemed by more lapse of time(without giving notice or taking other action)to have waived any action by the party of any of the provisions of this MOU. 5 i L. Notice.Any notices required or permitted to be given under this MOU shall be given in writing and shall be delivered(a)in person, (b)by certified mail, (c)by facsimile with confirmed receipt required,electronic communication with confirmed receipt required,or(d)by commercial overnight courier that guarantees next day delivery and provides a receipt,and such notices shall be addressed to: If to GO-Biz: 13251 Street, SBth Floor Sacramento,California,USA 95814 Attention: Deputy Director, Innovation& Entrepreneurship Phone:(916)322.0694 Facsimile: (916)322-0693 Email: loois.stewart@aov.ca.gov If to Designated iHub: 3200 E Tahquitz Canyon Way Palm Springs,CA 92262 Attention:David H Ready,City Manager, City of Palm Springs Coachella Valley iHub Phone:760-323-8362 Facsimile:7 60-32 2-83 2 5 Email:David.Ready@palmspringsca.gov If to Desginated iHub Managemant CVEP 3111 E.Tahquitz Canyon Way Palm Springs,CA 92262 Attn:Joe Wallace, iHub Manager Phone: 760-340-1575 Joe@CVEP.com M. Modification.This MOU may be amended or modified only by mutual agreement of the parties in written addendum. N. Ambiguities. Each party has had the opportunity to seek the advice of counsel or has refused to seek the advice of counsel.Each party and its counsel,if appropriate, have participated fully in the review and revision of this MOU.Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this MOU.The language in this MOU shall be interpreted as to its fair meaning and not strictly for or against any party. O. Necessary Acts,Further Assurances.The parties shall at their own cost and expense execute and deliver any further documents and shall take such other actions as maybe reasonably required or appropriate to carry out the intent and purposes of this MOU. 6 P. Sections and Other Headings.The section and other headings contained in this MOU are for reference purposes only and shall not affect the meaning or interpretation of this MOU. Q. Representation on Authority of Parties/Signatories. Each person signing this MOU represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this MOU.Each party represents and warrants to the other that the execution and delivery of the MOU and the performance of such parry's obligations hereunder have been duly authorized and that the MOU is a valid and legal agreement binding on such party and enforceable in i accordance with its terms. R. Severability.if any term of this MOU is to any extent invalid,illegal,or incapable of being enforced, such term shall be excluded to the extent of such invalidity,Illegality,or unenforceability;all other terms hereof shall remain in full force and effect. f S. Execution.This MOU may be executed in parts,by fax,or other similar electronic means. i Governor's Office f Business and Economic Development By: lam:e:St=cName: Kish j n Louis Its: Director Its: Deputy Director,Innovation&Entrepreneurship City of Palm Springs By: —_ Name:David H. Ready, Esq., Ph.D. Its: City Manager P fY!^"` FORM APPROVED BY UPI"Oi!NCI 3•\`6.16 a L Abb`a tynTnrrowu IDAM ATTEST: 7 c. City Clerk r P. Sections and Other Headings. The section and other headings contained in this MOU are for reference purposes only and shall not affect the meaning or interpretation of this MOU. Q. Representation on Authority of Parties/Signatories. Each person signing this MOU represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this MOU. Each party represents and warrants to the other that the execution and delivery of the MOU and the performance of such parry's obligations hereunder have been duly authorized and that the MOU is a valid and legal agreement binding on such party and enforceable in accordance with its terms. R. Severability. If any term of this MOU is to any extent invalid,illegal,or incapable of being enforced,such tern shall be excluded to the extent of such invalidity, illegality,or unenforceability;all other terms hereof shall remain in full force and effect. S. Execution.This MOU may be executed in parts, by fax,or other similar electronic means. Governor's Office of Business and Economic Development By: By: Name: Kish Rajan Name: Louis Stewart Its:Director Its: Deputy Director, Innovation&Entrepreneurship City of Palm Springs By:• Name: David H.Ready,Esq., Ph.D. A AS TO FO RM Its?f i1 `f C(ll1MC1!tITYATTORNEV ATTEST: 7 City Clerk Appendix A Definitions Clean tech:This is a field of technology that is economically competitive and productive technology that uses less material and/or energy,generates less waste and causes less environmental damage than the alternatives. Renewable Energy:This is a field of technology derived from resources that are naturally regenerative or are practically inexhaustible,such as biomas,heat(geothermal,solar,thermal gradient),moving water(hydro,tidal,and wave power),and wind energy. Municipal sold waste may also be considered a source of renewable (thermal)energy. Emerging Technology: Is a field of technology that broaches new territory in some significant way. New technological fields may result from the technological convergence of different systems evolving towards similar goals.Convergence brings previously separate technologies together so that they share resources and interact with each other,creating new efficiencies. Graduate: For the purpose of this document,the term"graduation"is used to refer to tenants in incubators and accelerators spaces that leave the physical premise with the promise of further growth and success. Innovative solution"refers to a product,process, service,or information technology that is new or improves an existing product, process,service,or information technology and is not currently deployed in the U.S. marketplace.An Innovative solution is expected to deliver measurable benefits compared to current practice in the areas of environmental benefits, performance,overall process reliability and control,or economic or social benefits.Moreover,an innovative solution shall consist of a specific and identifiable research component. Startup: Is generally a newly created company less than three(3)years old that are in the initial phase of development. 8 Appendix B Innovation Hub Program Trademark 9 i i TM-Edition INTERNATIONAL CATALOGUE OF TF TM-Edition Ltd. Szechenyi ter 17. 2000 Szentendre Governor's Off it HU Development Tax ID: HU14500561 1325 J Street, ' Bank: Erste Bank Hungary Zrt. CALIFO,RNIA 9 SWIFT: GIBA HUHB USA IBAN: HU66 1160 0006 0000 0000 6490 6485 I I Date: 18. Feb. 2015 TRADEMARK OWNER Governor's, Office Economic bevelol 1325 J Street, 18t CALIFORNIA 958 a USA s. iHubCLASSES F GO CALIFORNIA AND SER ICES: INNOVATION HUB 3541 AMENDMENT NO. 1 ADMINISTRATIVE SERVICES AGREEMENT NO.6875 This Amendment No. 1 to an Administrative Service Agreement ("Agreement") is made this 04 f-day of lq , 2018 between City of Palm Springs ("City") and the Coachella Valley Economic Partnersffp, a California non-profit corporation ("Consultant'). The City and Consultant, hereafter referred to as the "Parties", recognize the following: RECITALS WHEREAS, the Consultant maintains a 501(c)(3) designation and is the managing authority for the Regional Economic Blueprint; WHEREAS, a principal strategy of the Coachella Valley Economic Partnership Regional Economic Blueprint calls for creation of a small business support programs, services and incubator; WHEREAS, Palm Springs received designation by the State of California as an Innovation Hub (iHub), known as the Palm Springs Innovation Hub (PSiHub), and under the iHub guidelines, the State requires that the iHub be managed by, and eventually turned over to, a 501(c)(3) non-profit organization; WHEREAS, beginning in July, 2011 and through June 30, 2018, Consultant assumed operations and management of the PSiHub on behalf of the City of Palm Springs through an Administrative Service Agreement; WHEREAS, the PSiHub incubator is co-located with Consultant in a facility designated as the"Rabobank Regional Business Center" at 3111 East Tahquitz Canyon Way, Palm Springs; and WHEREAS, the Parties added the Accelerator Campus at 2901 E. Alejo Road and Consultant assumed management of the facility for additional incubator services to accommodate clients in the early manufacturing, prototyping and assembly stages. NOW THEREFORE, the Parties hereby agree Consultant will continue the management and administrative services of the PSiHub and Accelerator Campus, under the auspices of the PSiHub, and desire to amend the Administrative Agreement as set forth under the following terms and conditions: ORIGINAL BID AND/OR AGREEMENT I. Section 3.1 Compensation of Consultant, shall be amended as follows: 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit W. The total amount of Compensation shall not exceed $200,000. II. Section 4.4 Term, shall be amended as follows: 4.4 Term Unless earlier terminated in accordance with Section 4.5 of the Agreement, this Agreement shall continue in full force and effect for a period of seven (7) years, commencing on July 1, 2016, and ending on June 30, 2023, unless extended by mutual written agreement of the parties. III. Section 10.3 Covenant Against Discrimination shall be amended as follows: 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. IV. Attachment"2", Palm Springs Accelerator Campus & iHub Advisory Board, shall be amended as follows: Palm Springs Accelerator Campus & iHub Advisory Board The Advisory Board shall be comprised of the City of Palm Springs two-member Council Subcommittee, City Manager, and assigned staff and outside industry experts in entrepreneurships and business management as deemed appropriate. 2 V. Attachment"3", Graduation Policies, shall be amended as follows: Graduation Policies 1. Time Limits — Clients shall not be limited with respect to a term in the incubator. Each company shall be treated as an individual and continued occupancy will be based on progress and need of services. 2. Clients who have progressed beyond benefit of services may graduate early. 3 IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to An Administrative Service Agreement as of the dates stated below. CITY" City of Palm Springs Date: David H. Ready, Esq., Ph. City Manager APPROVED AS TO FORM: ATTEST: Edward Kotkin n n Meji City Attorney City Cle APPROVED BY MY COUNCIL CVEP" Coachella Valley Economic Partnership Date. J By: Jo Walla e, CEO 4 Exhibit"A" SCHEDULE OF COMPENSATION City shall pay CVEP $200,000 annually, to be billed on a quarterly basis in alignment with the submission of the Quarterly Report metrics described in Attachment "1". Compensation shall be paid in advance of the quarter upon receipt of an invoice pursuant to Section 3 of the Agreement, as follows: July 1 to September 30 Paid in July October 1 to December 31 Paid in October January 1 to March 31 Paid in January April 1 to June 30 Paid in April 5 COACVAL-08 LROCHA CERTIFICATE OF LIABILITY INSURANCE 0 710 612ATE018 )07106/2018 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 pollcy(iss)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 License#0757776 courncT Linda Rocha HUB International Insurance Services Inc. PHONEICNu,EXe:(760)360 4700 4250 I FAX No):(760)360-645077564CountryClubDrive,Suite 401 A/C, Palm Desert,CA 92211 linda.rocha@hubinternationaLcom INSURERS AFFORDING COVERAGE NAIC Nei INSURERA:Nonprofits'Insurance Alliance of California Inc INSURED INSURER B: Coachella Valley Economic Partnership INSURERC: 3111 E.Tahquitz Canyon Way INSURER D: Palm Springs,CA 92262 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTRA X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X X 2018-23204 06/17/2018 06/17/2019 DAMAGE TO RENTED PREMISES(Ea occumencel $ 500,000 MED EXP LAny one parson $ 20,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2,000,000 X POLICY L PEBT LOC PRODUCTS-CCMPIOPAGG S 2,000,000 OTHER: LIQUOR LL4B 1,000,000 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ — 1,000,000 Fa acadent) Ix ANY AUTO X 2018-23204 06/17/2018 06/17/2019 BODILY INJURY{Per pamonl_ OWNED SCHEDULED AURTEO SONLY AUUTOSyyN pBOODILY INJURY Per aoddent $ A 1TOS ONLY X AUTO ONLY PPerr acotlent AMAGE $ 4 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE . AGGREGATE DED RETENTION$ WORKERS COMPENSATION PERTUTE OTH- AND EMPLOYERS'LIABILITY Y I N ANY PRRO/PMRIIETgO RRIPARTNERJEXECUTI VE E.L.EACH ACCIDENT $ IrlanmNry in NH) EXCLUDED' N I A E.L.DISEASE-EA EMPLOYE $ If yes,tlescribe under DE SC RIPTIONOFOPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ACORD 101,Additional Remarks Schedule,maybe atlachad if more space Is requlredl Locationl :2901 E.Alejo Rd,Palm Springs CA 92262.Buidlings 3,5,12,13. Location 2:3111 E.Tahquitz Canyon Way,Palm Springs CA 92262. The City of Palm Springs,its officials,employees and agents are named additional insured with respects to the location listed above per the attached forms. Insurance is primary and non-contributory.Wahm of Subrogation applies per a isceendorsement.Should any of the policies be cancelled before the expiration date thereof,the Issumg comparry will mail 30 days written notice to the certificate holder named CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City Of Palm Springs THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN tYACCORDANCE WITH THE POLICY PROVISIONS. 3200 E.Tahquitz Canyon Way Palm Springs,CA 92262 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) v 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NMINONPROFITSINSURANCE ALLIANCE Of CALIFORNIA A Head for Insurance.A Heart for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises Part Leased To You):9 Name Of Person(s)Or Organization(s)(Additional Insured): Any person or organization acting as a manager or lessor of a premises that you are required to name as an additional insured on this policy,under a written contract, lease or agreement currently in effect,or becoming effective during the term of this policy. Additional Premium: Included Information required to complete this Schedule, if not shown above,will be shown in the Declarations. additional insured the person(s)s orA.Section II—Who Is An Insured is amended to include as an p ( ) organization(s)shown in the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you,and only with respect to liability for"bodily injury', "property damage",or"personal and advertising injury",caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf,subject to the following additional exclusions: This insurance does not apply to: 1. Any"occurrence"which takes place after you cease to be a tenant in that premises. 2. Any offense which constitutes"personal and advertising injury"which is committed after you cease to be a tenant in that premises; or 3. Structural alterations, new construction or demolition operations performed by or on behalf of the person(s)or organization(s)shown in the Schedule. However: 1. The insurance afforded to such additional insured only applies to the extent permitted bylaw;and 2. If coverage provided to the additional insured is required by a contract or agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insured,the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations;whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. NIAC-E67 08 17 Page 1 of 1 NONPROFITS POLICY NUMBER:2018-23204 FORM: NIAC-E26 1117 INSURANCE NAMED INSURED: C V Economic; Coachella Valley Economic Partnership ALLIANCE OF CALIFORNIA A Head for Insurance.A Heart for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANFER OF RIGHTS OF RECOVERY AGAINST OTHERS (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SOCIAL SERVICE PROFESSIONAL LIABILITY COVERAGE FORM SCHEDULE Name of Person or Organization: Information required to complete this Schedule, if not shown above,will be shown in the Declarations.) Where you are so required in a written contract or agreement currently in effect or becoming effective during the term of this policy,we waive any right of recovery we may have against that person or organization,who may be named in the schedule above, because of payments we make for injury or damage. NIAC-E26 11 17 Page 1 of 1 NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Head for Insurance.A Heart for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT I/ This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE ONLY In consideration of the premium charged, it is understood and agreed that the following is added as an additional insured: If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) But only as respects a legally enforceable contractual agreement with the Named Insured and only for liability arising out of the Named Insured's negligence and only for occurrences of coverages not otherwise excluded in the policy to which this endorsement applies. It is further understood and agreed that irrespective of the number of entities named as insureds under this policy, in no event shall the company s limits of liability exceed the occurrence or aggregate limits as applicable by policy definition or endorsement. NIAC Al 03 91 Page 1 of 1 NONPROFITS POLICY NUMBER:2018-23204 FORM: NIAC-E61 11 17 INSURANCE NAMED INSURED: C V Economic;Coachella Valley Economic Partnership ALLIANCE OF CALIFORNIA A Head for Insurance.A Heart for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Information required to complete this Schedule, if not shown above,will be shown in the Declarations.) A. Section 11—Who Is An Insured is amended to include any public entity as an additional insured for whom you are performing operations,who may be named in the schedule above,when you have agreed in a written contract or written agreement that such public entity be added as an additional insured(s)on your policy, but only with respect to liability for"bodily injury","property damage"or"personal and advertising injury'caused, in whole or in part, by: 1. Your negligent acts or omissions; or 2. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations: No such public entity is an additional insured for liability arising out of the"products-completed operations hazard"or for liability arising out of the sole negligence of that pubic entity. B. With respect to the insurance afforded to these additional insured(s), the following additional exclusions apply. This insurance does not apply to"bodily injury"or"property damage"occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work,on the project other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or 2. That portion of"your work"out of which injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. The following is added to SECTION III—LIMITS OF INSURANCE: The limits of insurance applicable to the additional insured(s)are those specified in the written contract between you and the additional insured(s),or the limits available under this policy,whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. NIAC-E61 11 17 Page 1 of 2 NMINONPROFITS POLICY NUMBER:2018-23204 FORM: NIAC-E61 11 17 INSURANCE NAMED INSURED: C V Economic; Coachella Valley Economic Partnership ALLIANCE OF CALIFORNIA A Head for Insurance.A Heart for Nonprofits. D. A. With respect to the insurance provided to the additional insured(s),Condition 4. Other Insurance of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: 1) That this insurance be primary. If other insurance is also primary,we will share with all that other insurance as described in c. below; or 2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)' own insurance. Paragraphs (1)and(2)do not apply to other insurance to which the additional insured(s)has been added as an additional insured or to other insurance described in paragraph b. below. b. Excess Insurance This insurance is excess over: 1. Any of the other insurance,whether primary, excess,contingent or on any other basis: a) That is Fire, Extended Coverage, Builders Risk, Installation Risk or similar coverage for"your work"; b) That is fire, lightning,or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; c) That is insurance purchased by you to cover your liability as a tenant for"property damage"to premises temporarily occupied by you with permission of the owner;or d) If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of SECTION I—COVERAGE A—BODILY INJURY AND PROPERTY DAMAGE. e) Any other insurance available to an additional insured(s) under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s)has been added as an additional insured by that other insurance. 1) When this insurance is excess,we will have no duty under Coverages A or B to defend the additional insured(s)against any"suit" if any other insurer has a duty to defend the additional insured(s)against that"suit". If no other insurer defends,we will undertake to do so, but we will be additional insured(s)' rights against all those other insurers.entitled to the a s) g g 2) When this insurance is excess over other insurance,we will pay only our share of the amount of the loss, if any, that exceeds the sum of: a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and b) The total of all deductible and self-insured amounts under all that other insurance. 3) We will share the remaining loss, if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Methods of Sharing If all of the other insurance available to the additional insured(s)permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes first. If any other the other insurance available to the additional insured(s)does not permit contribution by equal shares,we will contribute by limits. Under this method,each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. NIAC-E61 11 17 Page 2 of 2 A CERTIFICATE OF LIABILITY INSURANCE DATE( YYYI) 01l12/202l2018 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 endorsement(s). PRODUCER CONTACT NONE: Danielle Mulder Weingarten&Hough PHONE (760)325-2526 FAX (760)322-5970LAIC,No !• AIC No): CA License No.0086542 ADDRESS: danielle@whinsurance.com P O Box 1866 INSURER(S)AFFORDING COVERAGE NAIC a Palm Springs CA 92263 INSURERA: Hartford Fire Insurance Company 19682 INSURED INSURER B: Coachella Valley Economic Partnership INSURERC: 3111 E Tahquitz Canyon Way INSURERD: Palm Springs,CA 92262 INSURER E: NSURERF: COVERAGES CERTIFICATE NUMBER: 2018-2019 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDA13OVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREM ENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCU MENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR rypE OFINSURANCE POLICY EF P EXP LTR INSD WVD POUCYNUMBER MMIDD/YYYY MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR PREMISES Eaocarnmce $ MED EXP(Anyone person) $ PERSONALS ADV INJURY $ GEMLAGGREGATELIMITAPPLIES PER: GENERALAGGREGATE $ POLICY 0 jEOT r7 LOC PRODUCTS-COMWOPAGG $ OTHER: AUTOMOBILE LIABILITY COEa aMBmINEdeD SINGLE LIMIT $ ANYAUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per aaitlent) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Peramident UMBRELLA ULAB OCCUR EACH OCCURRENCE EXCESS UAB CLAIMS-MADE AGGREGATE DED RETENTION$ WORKERS COMPENSATION x PER OTH- AND EMPLOYERS'LIABILITY I N STATUTE I ER ANY PROPRIETORIPARTNEIEXECUTIVE E.L.FACHACCIDEN7 1,000,000 A OFFICERIMEMBER EXCLUDED?NIA 72WECER9995 01/1312018 01/13/2019 Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 11000,000 If yes,de"be under 1,000,000DESCRIPTIONOFOPERATIONSbelowE.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Addhional Remarks Schedule,maybe attached if more space is required) The City of Palm Springs is named as respects to Workers Compensation-Waiver of Subrogation per form WC 04 0306, 30 days notice of cancellation except 10 dey notice of cancellation due to non-p9T. Location of budldmgs: 2901 E Alejo Rd., Palm Springs,Ca.92262 3111 E.Tahquitz Canyon Way,Palm Springs,CA 92262 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 320 East Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs CA 92262 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD t% 06 COACVAL-08 DNIELSEN DA 5/4/2023 ) fir CERTIFICATE OF LIABILITY INSURANCE 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(Les) 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 License 110757776 HUB International Insurance Services Inc. 75030 Gerald Ford Drive Suite 201 C 241ACT Virginia Ramirez F"rcT, Nn,,Ert: (760) 360.4700 4252 FAX Ne:(760) 200-5841 IMSE, virginia.ramirez@hubinternational.com Palm Desert, CA 92211 INSURE SAFFORpNG COVERAGE NAICa INSURERA: Nonprofits' Insurance Alliance of California Inc 01184 INSURED INSURER a : WSURERC: Coachella Valley Economic Partnership INSURER D: 3111 E. Tahquitz Canyon Way Palm Springs, CA 92262 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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. INSR TYPE OF INSURANCE AD SUER POLICY NUMBER POLICY EFF POLICY EXF LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE T OCCUR X X 2023-23204 6/1712023 6/17/2024 EACH OCCURRENCE 1,000,000 DAMAGETORENTED PREMISES Me oactummoal 500,000 MED EXP (Any one 20,000 PERSONAL& ADV INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY j LOC OTHER: GENERAL AGGREGAE 2, 000,O00 PRODUCTS - COMPIOP AGO 2,000,000 LIQUOR LIABILIT 1'000,000 A AUTOMOBILELIABILITY ANY AUTO OWNEDSCHEDULED AUTOS ONLY AUU rNtIO{{S WWNNEEppAUTOSONLYXAUrOSONLYX X 2023-23204 6/17/2023 W1712024 COMBINED SINGLE LIMIT 1 000 000 X BODILY INJURY Per S BODILY INJURY Pereccident S X Per ePEaR' Y MAGE UMBRELLA LIAR EXCESS LIAR CLAIMS -MADE EACH OCCURRENCE HOCCURAGGREGATES DED RETENTIONS S WORKERS COMPENSATION AND EMPLOYERS' UABIUTY YIN ANY PROPR jIETgC RqIPARTNER,EXECUTIVE IMl1IGMIy1rM1NH)EXCLUDEDT If yes, descnbe under DESCRIPTION OF OPERATIONS helve NIA OTH- FSPTEARTUTEE. L EACH ACCIDENT E. L DISEASE - EA EMPLOYE E. L. DISEASE - POLICY UNIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES tACORD 1e1, AddKional Remarks Schedule, may be attached a more space is required) Locationl : 2901 E. Alejo Rd, Palm Springs CA 92262. Buidlings 3,5, 12, 13. - 46398 & 46037 Location 2: 3111 E. Tahquitz Canyon Way, Palm Springs CA 92262. The City of Palm Springs, its officials, employees and agents are named additional insured with respects to the location listed above per the attached forms. Insurance is primary and noncontributory. Waiver of Subrogation applies per the attached endorsement. 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. CERTIFICATE HOLDER RECEIVED CANCELLATION MAY 0 S 2023 The City of Palm Springs SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E. Canyon Way Palm Springs, CA 92262 AUTHORIZED REPRESENTATNE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy #2023-23204 NONPROFITS INSURANCE W ALLIANCE OF CALIFORNIA A Flead for Insurance. A Heart for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Z47A!IZi7t;.'3 PiI: This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE ONLY In consideration of the premium charged, it is understood and agreed that the following is added as an additional insured: When required by written contract If no entry appears above, Information required to complete this endorsement will be shown In the Declarations as applicable to this endorsement.) But only as respects a legally enforceable contractual agreement vrith the Named Insured and only for liability arising out of the Named Insured's negligence and only for occurrences of coverages not otherwise excluded in the policy to which this endorsement applies. It is further understood and agreed that irrespective of the number of entities named as insureds under this policy, In no event shall the company's limits of liability exceed the occurrence or aggregate limits as applicable by policy definition or endorsement. NIAC At 03 91 Page 1 of i POLICY NUMBER: 2023-23204 COMMERCIAL AUTO CA 04 4410 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: C V Economics; Coachella Valley Economic Partnership Endorsement Effective Date: 6/17/23 SCHEDULE Name(s) Of Person(s) Or Organization(s): Any person or organization with whom you have a written contract currently in effect or becoming effective during the term of this policy. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the 'loss" under a contract with that person or organization. CA 04 44 1013 © Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: 2023-23204 COMMERCIAL GENERAL LIABILITY Named Insured: C V Economic; Coachella Valley Economic Partnership CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oroanization(sl Location(s) Of Covered Operations Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently In effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. All Insured premises and operations. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II —Who Is An Insured is amended to Include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or In part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional Insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or property damage" occurring after: All work, including materials, parts or equipment furnished In connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or CG 20 10 12 19 © Insurance Services Office, Inc., 2012 Page 1 of 2 2. That portion of "your work' out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of Insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 10 12 19 © Insurance Services Office, Inc., 2012 Page 2 of 2 NONPROFITS INSURANCE ALLIANCE OF CAUFORNIA A Head forinsuronco. A Hoart far Nonprofits POLICY NUMBER: 2023-23204 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: When required by written contract A. Section It —WHO IS AN INSURED is amended to include: 4. Any public entity as an additional insured, and the officers, officials, employees, agents and/or volunteers of that public entity, as applicable, who may be named in the Schedule above, when you have agreed in a written contract or written agreement presently In effect or becoming effective during the term of this policy, that such public entity and/or Its officers, officials, employees, agents and/or volunteers be added as an additional insured(s) on your policy, but only with respect to liability for "bodily injury', 'property damage" or personal and advertising Injury' caused, in whole or in part, by: a. Your negligent acts or omissions; or b. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity or individual is an additional Insured for liability arising out of the sole negligence by that public entity or Its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. B. Section III — LIMITS OF INSURANCE is amended to include: 8. The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s) pursuant to Provision A.4, above, are those specified In the written contract between you and that public entity, or the limits available under this policy, whichever are less. These limits are part of and not in addition to the limits of Insurance under this policy. C. With respect to the insurance provided to the additional insured(s), Condition 4. Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: 4. Other Insurance a. Primary Insurance This insurance Is primary if you have agreed in a written contract or written agreement: 1) That this insurance be primary. If other Insurance is also primary, we will share with all that other insurance as described in c. below; or NIAC-E61 02 19 Page 1 of 2 NONPROFITS POLICY NUMBER: 2023-23204 FORM: NIAC-E26 11 17 INSURANCE NAMED INSURED: C V Economic; Coachella Valley Economic Partnership ALLIANCE OF CALIFORNIA A Head Jar Insurance. A Heart Jar Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS (WAIVER OF SUBROGATION) This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SOCIAL SERVICE PROFESSIONAL LIABILITY COVERAGE FORM SCHEDULE Name of Person or Organization: When required by written contract Where you are so required in a written contract or agreement currently In effect or becoming effective during the term of this policy, we waive any right of recovery we may have against that person or organization, who may be named in the schedule above, because of payments we make for injury or damage. NIAC-E26 11 17 Page 1 of 1