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HomeMy WebLinkAbout06106 - COACHELLA VALLEY ECONOMIC PARTNERSHIP CVEP ADMINISTRATIVE SERVICES CONSULTING SERVICES AGREEMENT (Administrative and Management Services Agreement Coachella Valley Economic Partnership) THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on July 1, 2015, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and the Coachella Valley Economic Development Partnership, a California non-profit corporation, ("Consultanf'). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires administrative and management services for the operation of the Coachella Valley Innovation Hub and the 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 1.1 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/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that 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. 1 Revised:9/2/2015 OF . iY , 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." 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 annually. 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 made quarterly as 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 Manager or Contract Officer and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Chanees. 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. 2 Revised:9/2/2015 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed and reported quarterly 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. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one (1) year, commencing on July 1, 2015, and ending on June, 30, 2016, 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 President/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 Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer 3 Revised:9/2/2015 fully informed of the progress of the performance of the services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. 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: Joe Wallace Chief Innovation Officer and Managing Director of the CViHub Kyle Wagner SBDC/Innovation Hub Assistant Director 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 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 4 Revised:9/2/2015 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 Design 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- design-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. 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. 5 Revised:91212015 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 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. Revised:9/2/2015 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 parry 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 Riehts 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 Leeal 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-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. No officer or employee of the City shall have any direct or indirect financial interest in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects their financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Aaainst 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, national origin, 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 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. 7 Revised:912/2015 To City: Attention: City Manager/City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Attention: President/CEO Coachella Valley Economic Partnership 3111 E. Tahquitz Canyon Way Palm Springs, CA 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 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 8 Revised:9/2/2015 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: \\•\a• By: �✓ Dja:v�id�H. Ready City Manager APPROVED BY CITY UNCIL (�,�r W 10- ..\� Iab1Db APPROVED AS TO FORM: ATTEST By: B . Douglaj C. Holland, ames Thompson, City Attorney City Clerk "CONSULTANT" Coachella Valley Economic Partnership Date: By : President/CEO (president) Date: (name) (secretary) 9 Revised:912/2015 CAUFOIWu ar t'4PURPOSE ACKNOWLEDGMENT Cavu-CODE§118d A entry pubic w attar dlim mnplewV 11le arms verses atij the idwNmy of the m*Ac sal who aumd the documentID7 Ewhch thm crti-pca-ra a xmdd.w mid rot tlw vullffd s.aD=sw mvs1ft of VW daiarnent State of CaRigma Coudyof t�iY"61& / onNvytr4 LlO��blS 6etwame.LJ'yn�VAla al(fn/ili �n pJ�bllL. �QMog Allmon and Title of the 4�cw s> M appswed 7nP✓ Ll[LC who proved to me on to basis of awry ev dwx;e to be the ) whose tartm"0011, bed to the with.imetru rnent and nre eyawuted the Same hn �w=mAoirsd capacity(i}a).adThat ' sigrehn Craft ains6umrdtimprsong , m the upon behalf of which the person( ,exxuted the irmbunent 1 Certify uldw PENALTY OF PERJURY under the laws of the Stara of Cuff mta fhed the foregdng paragraph is true and catrect CYNTHIA A. BERARDI VATNESS n y bun and mT seal. Commission♦2055635 = -: Notify pl�lic-California � - Riverside County t1fBOlf/OtBfyPrbae Comm. ENC,res Feb 18,2018' Place Notary Saef Above oP71OW Though Mk section a opbonat completing fhrs odamaban can defer afFetahm of f7a dimumrd w f muclulant naffs h"wd of Mis loon to an udnlwded dos want Deaaiptian of Attached Doa+nwd ��p Title«Type or Decranent Ct�nsd 'M SGfdi[G5 �]f Docurtird Date: lO -- I CeP! of Pages: eignerta)Olher Than�Nrrad Above:_� l fast h7 Sigrwrtal Signer*Name: Signer a Narrne:. ❑Owpade ORior—Titi*): ❑Cap rMaa --0 er'— ElPentner— ❑Unded ❑Ormal p� ❑Limited ❑Oenral ❑Indwidui ❑AtkmW in Fad ❑IndrviMnal ElAttorney in Fad ❑Tnmtae ❑t3hmrdan w w ❑Cahnrefen w Conservator ❑Other. ❑OMer. Sigrhen k Signer le fiepreae ' Q2014 Nabwua NotuyAaocmbm-www.NWoasFlcwyeeg•1-B00-U0 NJTARY O-BDO.67tFee27j .~. 10 Revised:W/2015 EXHIBIT "A" SCOPE OF SERVICES and SCHEDULE OF COMPENSATION CVEP Obligations and Responsibilities: On an annual basis during the term 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; • Oversee/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 1 to December 31 due in January, April 1 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/occupants (Attachment"3"); • Deliver CViHub and Accelerator program and client services, including but not limited to: A. Facility Based Services for Clients of the CViHub and Accelerator Campus Administration 1. Space a. Telephone— (unlimited local and national calls) I 1 Revised:912/2015 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 CViHub/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. Mentoring Program C. Access to Professional Services Providers 1. Accounting & Financial Professionals 2. Regulatory Compliance 3. E-commerce 4. Government procurement 5. Manufacturing Assistance 6. Legal Services 7. International Trade D. Networking Opportunities 12 Revised:9/2/2015 1. Events 2. Introductions 3. Virtual E. Access to Other Educational Seminar and Training Providers 1. 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. 13 Revised:9/2/2015 SCHEDULE OF COMPENSATION City shall pay CVEP $196,500 annually,to be billed on a quarterly basis in alignment with the 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 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 14 Revised:912/2015 Attachment "1" Quarterly Reporting Metrics CVEP shall provide a quarterly report to the City of Palm Springs which 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 Revised 9/2/2015 Attachment "2" 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. 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 Revised:9/2/2015 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/Accelerator 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 1. 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. 17 Revised:9/2/2015 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) 18 Revised:912/2015 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required X is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 19 Revised:912/2015 4. Errors and Omissions Coveraee. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coveraee. 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 Palm Springs Contract No. or 'for any and all workperformed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. or 'for any and all workperformed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 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. 20 Revised:9/2/2015 All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 21 Revised:912/2015 EXHIBIT"C" CALIFORNIA INNOVATION HUB MEMORANDUM OF UNDERSTANDING SEE NEXT PAGE 22 Revised 9/2/2015 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("MOU")dated %?Lg aJ Z�GCapitalized 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 (!Hub) Program within the GO-Biz; Whereas,GO-Biz may designate an Mub through a competitive application process; Whereas,the purpose of each!Hub 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 (NREL), Naval Weapons Center,Cal State University-San Bernardino, Wells Fargo, Palm Springs Chamber of Commerce, Riverside County Workforce Development Center("partner network")in alignment with Government Code Section 12099.4 to further its purpose. 1 I 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 iHub activities annually; S. 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 iHub programs and events through social media and other communication paths highlighting the collaborative nature of the iHub program; 7. Include the !Hub 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 iHub 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 iHub. 9. Under AB 250 an!Hub shall annually,no later than July 3V 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!Hub 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 all state 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-B!z agrees to do the fallowing: 1. Enter into partnerships on behalf of the !Hub 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 iHub as either a venture capitalist or member/participant of one or more iHubs; 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 iHub Program through social media and other communication paths highlighting successful accomplishments amongst all designated !Hubs to the extent the Designated iHub communicates with GO-Biz and provides information about its accomplishments and activities; 8. License the !Hub logo to Designated[Hub 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 10. GO-Biz will annually post,no later than September 3CP,the information for each of the reports submitted by each designated iHub on GO-Bii 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 iHub 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 iHub 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 !Hub. Designated!Hub agrees that it will not alter, 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 iHub,except as otherwise licensed in this MOU. Designated !Hub 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 iHub 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 setforth 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 et.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 !Hub,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 iHub to protect the information to the extent an exemption is provided by law,including but not limited to notes,drafts, 4 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!Hub 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 iHub 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!Hub 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 proper for purposes of any action arising under this Agreement. K. Waiver. Neither parry shall be deemed by mere 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 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: 1325 J Street, 18th Floor Sacramento, California, USA 95814 Attention: Deputy Director, Innovation& Entrepreneurship Phone: (916)322-0694 Facsimile:(916)322-0693 Email: louis.stewa rt@aov.ca.aov If to Designated Mub: 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:760-322-8325 Email:David.Ready@palmspringsca.gov If to Desginated iHub Managemant CVEP 3111 E.Tahquitz Canyon Way Palm Springs,CA 92262 Attn:Joe Wallace,!Hub Manager Phone: 760-340-1575 JoetWCVEP.com . M. Modification.This MOU may be amended or modifled 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 party'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 term 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. Governors Office f Business and Economic Development By: By. ` Name: Kish j n Name: Louis Stew Its: Director Its: Deputy Director, Innovation& Entrepreneurship City of Palm Springs BY. Name: David H. Ready,Esq., Ph.D. Its: City Manager �����N//" APPROVED BY CLTY COUNCIL. CaVAsrORNLr , DATA ATfESP 7 City Clerk 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 party'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 term 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 maybe 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. S IT Its Pwn §ytCOUNNC L A FO M k`9"ba 1 ATTORNEY DA ATTEST; —( 7 City Clerk Appendix A Definitions Clean tech:This is afield 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 �l^ TM-Edition INTERNATIONAL CATALOGUE OF TF TM-Edition Ltd. Szechenyi ter 17. 2000 Szentendre Governor's Offii HU Development Tax ID: HU14500561 1325 J Street, .' Bank: Erste Bank Hungary Zrt. CALIFgRNIA 9 SWIFT: GIBA HUHB USA [BAN: HU66 1160 0006 0000 0000 6490 6485 Date: 18. Feb: 2015 TRADEMARK OWNER Governor's,Office Economic bevelol 1325 J Street, 18t CALIFORNIA 958 USA HubCLASSES�F GO CALIFORNIA AND SER CES: INNOVATION HUB 3541 i COACHELLA H'Ub CITY OF PALM SPRINGS 8� COACHELLA VALLEY ECONOMIC PARTNERSHIP Amendment No. 1 to an Administrative Services Agreement July 1, 2011 to June 30, 2013 Addition of an "Accelerator Park" to the Operation and Management of the Coachella Valley Innovation Hub (CViHub) 1 AMENDMENT NO. 1 TO AN ADMINISTRATIVE SERVICE AGREEMENT This Amendment No. 1 to an Administrative Service Agreement ("Agreement') is made this / I " day of r\lcv'� , 2012 between City of Palm Springs ("City") and the Coachella Valley Economic Partnership ("CVEP"). The City and CVEP, hereafter referred to as the "Parties", recognize the following: RECITALS WHEREAS, the Coachella Valley Economic Partnership (CVEP) maintains a 501(c)(3) designation and is the managing authority for the Regional Economic Blueprint; and WHEREAS, a principal strategy of the CVEP Regional Economic Blueprint calls for creation of a small business support programs, services and incubator; and WHEREAS, the Western Coachella Valley Cities of Desert Hot Springs, Cathedral City and Palm Springs received designation by the State of California as an Innovation Hub (iHub), known as the Coachella Valley Innovation Hub (CViHub), 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; and WHEREAS, in July, 2011 CVEP assumed operations of the CViHub on behalf of the partner Cities, with the City of Palm Springs managing the Administrative Service Agreement on behalf of the partner Cities; and WHEREAS, the CViHub incubator is co-located with CVEP in a facility designated as the "Rabobank Regional Business Center" at 3111 East Tahquitz Canyon Way, Palm Springs; and WHEREAS, the Parties have identified a need for additional incubator services and facilities to be able to accommodate clients in the early manufacturing, prototyping and assembly stages, and have identified City-owned buildings located at 2901 East Alejo Road, at the Palm Springs International Airport, as suitable; and NOW THEREFORE, the Parties hereby agree CVEP will assume the development and operation of an "Accelerator Park" at 2901 East Alejo Road, under the auspices of the the CViHub, and desire to amend the Administrative Agreement as set forth under the following terms and conditions: 2 Section "3. CVEP Obligations and Responsibilities" shall be amended to include Section F as follows: F. Phase II Incubator(Accelerator Park) 1. CVEP shall develop an "Accelerator Park' facility for CViHub clients which are growing and require larger, more industrial work space, to provide clients with continued support during their transition to commercialization. 2. CVEP shall lease from the City three buildings totaling 9,840 s.f. located at 2901 East Alejo Road for the Accelerator Park. These three buildings have been identified as suitable incubator space. Two of the three buildings are modular in construction. A plot plan of the site showing the three buildings is included as Attachment "B" to this Amendment. 3. CVEP shall undertake the renovation of the three Accelerator Park buildings per the plan and budget shown in Attachment "A" to this Amendment, including the installation of an ADA-compliant restroom in Building 3, pressure washing and painting the exteriors to connect the campus, and painting of the interior of Building 3; Building 1 and 2 will be used and subleased "as is" until funding becomes available for additional improvements. 4. CVEP shall purchase or procure all Furniture, Fixtures, and Equipment for the Accelerator Park. 5. CVEP shall sublease all or portions of the property to CViHub qualified companies ("Qualified Sublessees"). 6. CVEP, through its own resources, the resources of the CViHub, or subleases with tenants, shall bear the responsibility for: a. gas, electric, trash, telephone, internet, and water; b. liability and property insurance; c. custodial service. 7. CVEP shall develop a funding plan for the capital improvements and operating costs of the Accelerator Park, which shall include but is not limited to: a. Tenant rent b. Sponsorships (CVEP and CViHub) c. Memberships (CVEP and CViHub) d. Equity Participation in Client Businesses e. City funding (subject to Council approval) f. Grants 3 Section "4. City Funding" shall be amended and restated to include the following: 4. City Commitment The City of Palm Springs has appropriated the amount of $75,000 during the City's 2012-2013 budget process for the CViHub Phase II Program (Accelerator Park). This funding is intended to cover the first year's lease cost plus a substantial portion of the early phases of the building remodel and renovation, described in the budget shown in Exhibit "A"to this Agreement. In addition, to the extent resources are available, the City, which includes the Palm Springs International Airport, shall also provide the following: • Waiver of Development Fees for the project; • Demolition of Buildings 6 & 7 (shed) and repair of the shed's base (foundation) and slope to meet ADA requirements; • Replace/repair roof and HVAC system, if necessary; • Perimeter landscape cleanup and regular maintenance; • Separate SCE, water, gas meters per building to allow individual building metering (or, alternatively, a single meter for the three buildings). 11. Modification Except as otherwise provided herein, the Administrative Service Agreement shall be and remain unmodified and in full force and effect. 4 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: Oct ' 2 David H. Read City Manager APPROVED BY CITYCCL''1CIL to• \1.\-Y R , C) APPROVED AS TO FORM: ATTEST: Byjigi By: Douglas Holland, Wmes Thompson, / 09 / zo /7City Attorney yClerk "CVEP" Coachella Valley Economic Partnership Date: 23 /L B omas FI vi President/CEO s Attachment "A" S � F..53f .f _ a 1? S L' r�r � ' • _ L �l IT ��S f iii iiii F F I I F F f f F 1 � i 1 _� p = = ^ •Fp9R ;.�.p.�.p::pe e�p: 'p.: �� `p.}.�E tye� - o r FF: E3 — — — — ppp F 6 P E N TA CVEP Incubator Stage II Budget 6-15-12 12:X AM 1I„ PVNIA uNn.u.IK<:.V.Il. Lne hem Detai fLwW Cos.m'.Is�.ln..r-Cm'J,v: Area 01 (Warehouse) VAINICTf aia -a...r cxwen. tUatOraL f S �'ICS 1 life JXAl 01.M le.dlr_aMiwia aUlIDTaL f bnver f.. 'n llti..IT:q OMr' Cf�./�I MWxJiw L:x�.Jxr r.Il�It aexnxi.a,/IM d.P 11V.V.R ,>otif.r.Ir.n .u<nar c e s.!xl ! esm :Saran Il 5 CA:II S IIID VaSIA3 KCI.OWmMr axsllaxl llMtptMl f :Yne Ive'W.r Nwoa 5 :MC X. S i Om It d•.etrnx AM n.1a. 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I w�rrn-ht 11 e� 0 Bolding 13 Bonding 12 I D © I I 0 I � 3 Ip i I WE PLAN WAAL& A'nCIfRA'S57Eift7aFl m[eengrt.[em C'VFP Av"Icm r Mil MR COACHELLA HubRN CITY OF PALM SPRINGS COACHELLA VALLEY ECONOMIC PARTNERSHIP Administrative Services Agreement July 1, 2011 to June 30, 2013 Operation and Management of the Coachella Valley Innovation Hub (CViHub) 1 ORIGINAL BID AND/OR AGREEMENT ADMINISTRATIVE SERVICE AGREEMENT This Administrative Service Agreement ("Agreement') is made this Z9 TO day of 4gE07�, 2011 between City of Palm Springs ("City") and the Coachella Valley Economic Partnership ("CVEP"). The City and CVEP, hereafter referred to as the "Parties", recognize the following: RECITALS WHEREAS, the Western Coachella Valley Cities of Desert Hot Springs, Cathedral City and Palm Springs have been designated by the State of California as an Innovation Hub (iHub), known as the Coachella Valley Innovation Hub (CViHub), 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; and WHEREAS, as stated in the iHub Application, as the innovation infrastructure for the region is initially developed, the iHub Coordinator and central office, would be managed by an interim coordinator, designated as the City of Palm Springs. The central office would be managed by existing City of Palm Springs economic development staff, until such time as a non-profit manager of the iHub is designated; and WHEREAS, the Coachella Valley iHub (CViHub) shall offer programs and services to support small business success, as well as operate a "clean tech" incubator; and WHEREAS, the CViHub is a pilot program to support clean tech and small business innovation; and WHEREAS, the Coachella Valley Economic Partnership (CVEP) maintains a 501(c)(3) designation and is the managing authority for the Regional Economic Blueprint; and WHEREAS, a principal strategy of the CVEP Regional Economic Blueprint calls for creation of a small business support programs, services and incubator; and WHEREAS, the CViHub program and incubator will be co-located with CVEP in a facility designated as the "Rabobank Regional Business Center" at 3111 East Tahquitz Canyon Way, Palm Springs; and WHEREAS, the CViHub will operate under the direction of a nine member CViHub Advisory Board, comprised of a Public Official of the three Western Coachella Valley cities and six private sector business professionals; and WHEREAS, the CViHub will be funded for the first two years through a variety of sources, including support from the three Western Coachella Valley cities, the SBA grants, leases, sponsorships, memberships and program revenue, and 2 WHEREAS, CVEP shall assume operations of the CViHub on behalf of the partner Cities and the City of Palm Springs shall manage the Administrative Service Agreement on behalf of the partner Cities. NOW THEREFORE, the Parties hereby agree CVEP will assume the operation of the CViHub under the criteria set forth in the State of California's Innovation Hub Initiative and under the following terms and conditions: 1. Terms: The term of the Administrative Service Agreement is for a period of two years commencing on July 1, 2011 and terminating on June 30, 2013, unless otherwise extended by mutual agreement. 2. City Obligations and Responsibilities: The City of Palm Springs shall provide to CVEP the following support, services and information: • CViHub office space as part of existing Regional Business Center facility lease; • CViHub website, to be transferred to CVEP; • Original graphic design files for CViHub logo and identity design and collateral materials; • Guidance for Initial Advisory Board structure and members; • Draft CViHub guidelines for review and adoption by Advisory Board; • List of required programs and services; • Draft Incubator Agreement; • Draft Job description for full time manager; • Staff support; • Minimum funding of$125,000 per year for two (2) years; Collaboration on grant applications to support the CViHub Program. 3. CVEP Obligations and Responsibilities: The CVEP shall provide to the City the following management services for the operation of the CViHub: • Assume responsibility for further development and operations of CViHub program and services; • Hire a dedicated, full-time manager to direct and oversee CViHub 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; 3 • Oversee/maintain the CViHub website, calendar, blog, and social networking accounts; • Report quarterly against performance metrics (see Attachment A); • Coordinate Advisory Board meetings and all records as needed (see Attachment B); • Create a selection committee for incubator occupants/clients; • Oversee selection criteria, application process, incubator leases/occupants (see Attachment C); • Deliver CViHub program and clients services, including but not limited to: A. Facility Based Services for Clients (CViHub Administration) 1. Space a. Telephone— (unlimited local and national calls) 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 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. Reception ist/switchboard e. Usage/user charge for other office systems to be determined by CViHub Manager or Advisory Board. B. Client Services 1. Seminars &Workshops to be hosted by the CViHub 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 4 3. Mentoring Program C. Access to Professional Services Providers 1. Accounting & Financial Professionals 2. Regulatory Compliance 3. E-commerce 4. Government procurement 5. Manufacturing Assistance 6. Legal Services 7. International Trade D. Networking Opportunities 1. Events 2. Introductions 3. Virtual E. Access to Other Educational Seminar and Training Providers 1. SBDC (Small Business Development Center) 2. SBA (Small Business Association) 3. SCORE (Counselors to America's Small Businesses) 4. WDC (Women Business Development Center) 5. CIEDEC (CA Inland Empire District Export Council) 4. City Funding This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of the City of Palm Springs for each fiscal year. The City of Palm Springs has committed to fund the CViHub Program for two (2) years, appropriating $125,000 annually during the City's annual budget process. CVEP shall obtain funding commitments from the partner Cities annually to ensure sufficient funds are available to operate the CViHub. Since the objection of the Program is to become self-sustaining; CVEP shall additionally pursue other public and private funding sources to generate revenue for future years. 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 CVEP. Where termination is due to the fault of CVEP 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 5 notice of termination, CVEP shall immediately cease all services except such as may be specifically approved by the City. CVEP shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the City after such notice. CVEP may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 6. Prohibition Against Subcontracting or Assignment The experience, knowledge, education, capability, and reputation of CVEP, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, CVEP shall not contract with any other individual or entity to perform the management or operational function of the CViHub required under this Agreement without the City's expressed 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. 7. Independent Contractor Neither City nor any of its employees shall have any control over the manner, mode, or means by which CVEP, its agents or employees, perform the services required, except as otherwise specified. CVEP 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 responsibilities and obligations as are consistent with that role in this Agreement; however, City shall have the right to review CVEP's work product, result, and advice. CVEP 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. 8. Records CVEP shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. CVEP shall make such materials available at its offices at all reasonable times during the term of the 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. Amendment The Obligations and Responsibilities of the Parties contained in this Agreement are illustrative but not exhaustive and are anticipated to change as the iHub Program matures. The major provisions of the Agreement such as term, funding, or management responsibility may be altered or amended only by written agreement signed by both CVEP and the City after approval by City Council. However, upon a request from or recommendation of the CViHub Advisory Board, the City Manager shall have the authority to approve minor changes to the Responsibilities in the Agreement including those related to: (a) Client Services, (b) Professional Service Providers, (c) Networking Opportunities, and (d) Educational Seminars and Training Providers. 6 10. Authority The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of the Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 7 IN WITNESS WHEREOF, the Parties have executed this Administrative Service Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By: David H. Ready City Manager APPROVED BY CITY Cob iVr b•�h•�� as---=0b__ APPROVED AS TO FORM: ATTEST By: Douglas C. Holland, mes Thompson, 09/Z q/20i City Attorney City Clerk Coachella Val y Economic rtnership Date: /�D�/ By homas FI President/CEO s Attachment "A" Quarterly Reporting Metrics CVEP shall provide a quarterly report to the City of Palm Springs (Western Coachella Valley Cities) which 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 Hub companies Qobs created — monthly and cumulative) • Number of employees hired by Hub graduate companies Qobs created — monthly and cumulative) • Revenues/sales form Hub start-up companies • Number of interns/students trained • Number of sponsors, corporate partners, members or contracts signed • Number of patent disclosures/applications by Hub companies • Funding sources and amounts leveraged or invested in Hub companies 9 Attachment "B" CViHub Advisory Board The Advisory Board shall be comprised of nine (9) total members including (1) one elected member from each partner city, and (6) six representatives from the private sector, with at least one business representative from each of the three cities. The private sector representatives shall include members with entrepreneurial and technology experience relevant to the targeted industry sectors, representatives of area higher education institutions and economic development professionals. Representatives' backgrounds that include start-up experience, entrepreneurial drive, and ties to the community are also critically important to help establish credibility and gain recognition for the CViHub. CVEP shall seek and maintain a diverse Advisory Board that is representative of different races, ethnicities, backgrounds and financial status, as well as representing a diversity of experience. CViHub Advisory Board Duties The Advisory Board shall establish policy guidelines for the Hub and incubator program. The Board will also be instrumental in promoting the Hub Initiative and generating awareness and understanding of the incubator as an important economic development tool for the Western Coachella Valley. Examples of the types of business representatives include: Industries Associated Professionals Wind Power Academic Research Green Building Industry Banking/Investment and venture capital Water Filtration/Purification Media/Journalism Clean Technologies Accounting Solar Energy Legal Bio-fuels/Bio-Materials Nonprofit foundation Healthcare Medical Devices Utility Companies Composition of the Advisory Board may be subject to change during the term of the Agreement. The Advisory Board 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. 10 Attachment " C" CVEP shall establish a Selection Committee to review and select qualified candidates for the Hub and incubator programs. The Selection Committee shall include a representative from one of the Partner City's, CVEP Management, and the CViHub Manager. The CViHub Manager shall manage the Selection Committee's review process and prepare all related reports. CViHub Incubator Client Selection The CViHub 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 1. Meets Targeted industry sectors — innovative, clean 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 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. 11