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HomeMy WebLinkAboutC37370 - CVEP - Establish-Operate PDiHub STAFF REPORT CITY OF PALM DESERT ECONOMIC DEVELOPMENT DEPARTMENT MEETING DATE: August 23, 2018 PREPARED BY: Martin Alvarez, Director of Economic Development REQUEST: Approve Contract No. C 37370 with the Coachella Valley Economic Partnership (CVEP) in the amount of $175,000 for the establishment and operation of the Palm Desert iHUB (PD iHUB) for Fiscal Year (FY) 2018/2019 Recommendation By Minute Motion: 1. Approve Contract No. C 37370 , a five-year contract with CVEP, funded for FY 2018/2019, in the amount of $175,000 to establish, operate and manage the Palm Desert iHUB; and 2. Authorize the City Manager to execute said agreement Funds are available in the approved Fiscal Year 2018/2019 Economic Development Department Budget. Executive Summary Approval of the staff recommendation would approve a five-year contract with CVEP, funded for FY 2018/2019, in the amount of $175,000 to establish, operate and manage the PD iHUB. The goal of the PD iHUB is to attract technology-based entrepreneurial startup businesses and to promote the creation of high wage earning jobs. The PD iHUB would also serve as a location where entrepreneurs or technology workers who telecommute can utilize their skills in Palm Desert for employers or contractors that are in other locations. The PD iHUB also proposes to partner with California State University San Bernardino — Palm Desert Campus (CSUSB-PDC) to gain access to their high-speed broadband and student interns to advance local student's educational experience by working with technology-based companies. Strategic Plan Objective The establishment of a PD iHUB aligns with the City's Envision Palm Desert Strategic Plan, Priority 1: Expand job and business creation opportunities. Staff Report PD IHUB - CVEP Contract No. C37370 August 23, 2018 Page 2 of 6 2018 Economic Development Strategic Plan — High priority initiative: Entrepreneur Development/Business Incubation Program 2018 Goals: No. 10 — Economic Development — Investigate the feasibility of establishing an innovation hub in Palm Desert Background As part of the approved FY 2018/2019 Budget, the City Council authorized staff to develop a plan to establish a technology-focused Palm Desert business incubator. The PD iHUB would require partnerships with the CVEP and CSUSB-PDC. The goal of the partnership and the PD iHUB is to attract technology-based entrepreneurial startup businesses and to promote the creation of high wage earning jobs and an opportunity for new technology-focused student internships. The PD iHUB would also serve as a location where entrepreneurs or technology workers who telecommute can utilize their skills in Palm Desert for employers or contractors that are in other locations. This partnership would allow the PD iHUB to access the high-speed bandwidth capacity available through the existing CENIC fiber optic cable that terminates at CSUSB-PDC. This network provides bandwidth speeds of up to 10Gbps (billions of bits per second for digital transmission of data), which would make incubated businesses capable of developing products or conducting research that requires such communication speeds. Discussion In order to facilitate the establishment and operation of the PD iHUB, staff is seeking approval of a contract with CVEP to operate and manage the technology-focused business incubator potentially located within a City-funded office leased space. The proposed contract with CVEP has the following terms: • Agreement Term — five (5) years (September 1, 2018 — June 30, 2023), funded annually, with the City's ability to exercise a 30-day termination clause • Annual Cost - $175,000, billed quarterly • Any revenue generated from businesses, subleases will be allocated towards the operations and contract to operate the PD iHUB • Personnel assigned to PD iHUB includes all existing CVEP staff and future staff to be determined • Quarterly progress reports required from CVEP as outlined in Attachment 1 • City to provide a leased space and fund the operations, including routine maintenance and utilities • Establishment of a five-member PD iHUB Advisory Board, membership consisting of: o One City of Palm Desert elected official G\Econ Development\Martin Alvarez\2018\SR\CVEP PDINUB Agreement 08-23-18 tlac Staff Report PD IHUB - CVEP Contract No. C37370 August 23, 2018 Page 3 of 6 o One CSUSB- PDC representative o Three (3) private sector representatives o See Attachment 2 and 3 for Board duties and responsibilities 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 PD iHUB: • Assume responsibility for further development and operations of PD iHub program and services; • Maintain a professional management team to direct and oversee PD iHub 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 PD iHUB and website, calendar, blog, and social networking accounts; • Report quarterly against performance metrics set forth by the City of Palm Desert; • Coordinate Advisory Board meetings and all records as needed; • Oversee the selection criteria, application process, incubator, leases/occupants; • Deliver PD iHUB and program and client services, including but not limited to: A. Facility-Based Services for Clients of the PD iHub Administration 1 . Space (provided and paid for by City of Palm Desert) a. Telephone — (unlimited local and national calls) b. Local Area Network (LAN) / Shared Computer Systems c. High-Speed Internet Access (only if access is available at a reasonable price from CSUSB- PDC) d. Space for Individual Servers / Shared Conference Room e. Physical and Mailing Address f. Restrooms /Janitorial services 2. Rent— comparable to existing co-working spaces and incubators a. 30 Day leases / Below market rate B. Client Services 1. Seminars & Workshops to be hosted by the PDiHub a. Business plans /Financial management and accounting support G\Econ Development\Martin Alvarez\2018\SR\CVEP PDIHUB Agreement 08-23-18 doc Staff Report PD IHUB - CVEP Contract No. C37370 August 23, 2018 Page 4 of 6 2. One-on-One Meetings /Support / Mentoring Program C. Access to Professional Services Providers 1. Accounting & Financial Professionals 2. Regulatory Compliance / E-commerce 3. Government procurement / Manufacturing Assistance 4. Legal Services / International Trade D. Networking Opportunities 1. Events / Introductions /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) Next Steps: Below is a summary of the issues remaining to be finalized in order to establish the Palm Desert IHUB. Potential PD iHUB Location/Lease — City staff and CVEP are currently negotiating an office lease at the Vineyards Office Complex located at 37-023 Cook Street. The space is located directly across the street from CSUSB-PDC and within 800 feet of the existing broadband fiber optic line know at the CENIC line located at CSUSB-PDC (see site map). The details of the lease will be vetted through the PD iHUB Subcommittee and a recommendation will be brought back to the City Council for consideration. CSUSB-PDC Memorandum of Understanding (MOU) — Staff has met with CSUSB administrators to discuss the development of an MOU that would allow the City to utilize the existing high-speed broadband currently located at the CSUSB-PDC. The existing broadband fiber optic line (CENIC) is only available to educational institutions and would potentially be made available to the City if student internships are incorporated in the PD iHUB program. The broadband has the capability to offer up to 10 Gbps and this type/speed of broadband is not commercially available in the Coachella Valley. G\Econ Development\Martin Alvarez\2018\SR\CVEP PDIHUB Agreement 08-23-18 doc Staff Report PD IHUB - CVEP Contract No. C37370 August 23, 2018 Page 5 of 6 Installation of Broadband infrastructure — The Economic Development Department has been working with CSUSB-PDC to research the feasibility of tying into the existing CENIC broadband fiber optic line currently terminating the PDC. In order to extend the CENIC line to the proposed PD iHUB office space, new conduit and fiber cabling would have to be run from CSUSB- PDC, along Berger Circle, and across Cook Street to the office complex. Staff is working on an estimated cost to accomplish this work. Another option to facilitate the extension of the CENIC line to the PD iHUB location is to work with CSUSB to potentially bring their Cyber Security Program and co-located it at the PD iHUB. CSUSB has a national recognition Cyber Security Program and they have currently applied for a Federal grant that would allow the funding of an educational satellite for their Cyber Security Program. The office space the City is currently in negotiations is 10,290 square feet and half of the space could accommodate office and classroom space for CSUSB's Cyber Security Program. CSUSB will be hearing the results of the grant application by the beginning of September 2018. These items are currently being addressed by staff, CVEP and will be presented to the PD IHUB Subcommittee on August 13, 2018. A verbal update will be provided to the City Council at the August 23, 2018, City Council meeting. Members of the PD iHUB Subcommittee include: 1. Mayor Sabby Jonathan 2. Councilmember Jan Harnik 3. City Staff (City Manager, Economic Development, and Information Technology Departments) 4. Joe Wallace, CVEP CEO / CVEP Staff 5. Hank McCarrick, Seco Systems (Technology Entrepreneur) Staff Recommendation: The proposed PD iHUB has the potential to positively impact both the City's and region's educational attainment, average wages, and overall economic vitality. This initiative would achieve the goal set out in the City's Strategic Plan, the new Economic Development Plan and the City Manager's 2018 Goals. Establishment of a Palm Desert IHUB would also attract new entrepreneurial businesses to locate in Palm Desert and create a new technology-based industry cluster consistent with the City's Economic Development Strategic Plan. This initiative would focus on positioning Palm Desert as a prime location of technology-oriented startups, with high wage earning job creation value. The PD iHUB would help establish Palm Desert as an emerging technology center and would enhance subsequent business attraction efforts. Staff recommends approval of the contract with CVEP. G\Econ Development\Martin Alvarez\2018\SR\CVEP PDIHUB Agreement 08-23-18 ooc Staff Report PD IHUB - CVEP Contract No. C37370 August 23, 2018 Page 6 of 6 Fiscal Analysis The proposed contract with CVEP is five-year agreement, funded only for the first year in the amount of $175,000. The contract would allow CVEP to start up and operate the future PD iHUB. Funding for the PD iHUB has been included in the FY 2018/2019 Budget, including funds for management, office lease, infrastructure, maintenance, utilities and startup costs in the amount of $464,000. There is a possibility of recovering some of these expenses through a facility access charge for future established PD iHUB businesses. Monthly access fees typically run approximately $250 per month. In a full capacity situation, 25 incubated companies could generate up to $75,000 in revenue. This revenue could be used to off-set annual operational expenses, facilitate investment in broadband infrastructure and attract additional entrepreneur businesses to Palm Desert. LEGAL REVIEW DEPT. REVIEW FINANCIAL REVIEW CITY MANAGER N/Ail.>4 , Robert W. Hargreaves Martin Alvarez net Moore Lauri Aylaian City Attorney Director of Economic Director of Finance City Manager Development APPLICANT: CVEP 3111 East Tahquitz Canyon Way Palm Springs, CA 92262 ATTACHMENTS: Contract No. C 37370 Attachments 1, 2 and 3 Proposed PD iHUB Location Map G\Econ Development\Martin Alvarez\2018\SR\CVEP PDIHUB Agreement 08-23-18 doc ATTACHEMENT "1" Quarterly Reporting Metrics CVEP shall provide a quarterly report to the City of Palm Desert 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 PD iHUB companies (jobs created — quarterly and cumulative) • Number of employees hired by PD iHUB graduate companies (jobs created — quarterly and cumulative to the best of Consultant's ability) • Revenues/sales form PD iHUB and start-up companies • Number of interns/students trained • Number of sponsors, corporate partners, members or contracts signed • Number of patent disclosures/applications by PD iHUB and companies • Funding sources and amounts leveraged or invested in PD iHUB companies ATTACHEMENT "2" PDiHub Advisory Board The Advisory Board shall be comprised of five (5) total members including (1) one elected member from the City of Palm Desert, one designee from the CSU San Bernardino Palm Desert Campus and (3) six representatives from the private sector. 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 PDiHub. 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. PDiHub Advisory Board Duties The Advisory Board shall establish policy guidelines for the PDiHub incubator programs. The Board will also be instrumental in promoting the PDiHub Initiative and generating awareness and understanding of the programs as an important economic development tool for Palm Desert and the Coachella Valley region. Examples of the types of business representatives include: Industries Associated Professionals Mobile Communication Apps Academic Research Green Building Industry Banking/Investment and venture capital Water Filtration/Purification Media/Journalism Clean Technologies Accounting Energy Management Legal Internet of Things Entrepreneurs _ I Digital Image Transmission Engineering Professionals 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 Desert or his designee is authorized to approve proposed changes. ATTACHMENT "3" CVEP shall establish a Selection Committee to review and select qualified candidates for the PDiHub programs. The Selection Committee shall be based on the selection criteria that has been practiced at the Palm Springs iHub since early 2012 PDiHub Incubator Client Selection The PDiHub 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 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 Graduation Policies 1. Time Limits L Clients shall be limited to a term of no more than 5 years in the incubator 2. Clients who have progressed beyond benefit of services sooner than the 5 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 Desert or his designee is authorized to approve the proposed changes. CONTRACT NO. C37370 CONSULTING SERVICES AGREEMENT (Administrative and Management Services Agreement Coachella Valley Economic Partnership) THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on September 1 , 2018, by and between the City of Palm Desert, a California charter city and municipal corporation ("City"), and the Coachella Valley Economic Development 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 Administrative and Management, for the Palm Desert Digital Innovation Hub ("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 and provide space as outlined herein. 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. CONTRACT NO. C37370 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." 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 for the services rendered under this Agreement in the total amount of $175,000 annually, to be billed on a quarterly basis after the submission of the Quarterly Report metrics described in Attachment "1" of Exhibit A so long as there is no violation of this Agreement. 3.2 Method of Payment. The first quarterly payment of $43,750 under this agreement shall be paid to Consultant within 30 days of the signing of this agreement. Subsequent payments of $43,750 each shall be due on or before October 31, January 31, April 30 and July 31 in all subsequent years. Quarterly reports on PDiHub activities shall be due to the City from Consultant on or before July 10, October 10, January 10, and April 10 in any given year of operation. 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 2 CONTRACT NO. C37370 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. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to 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 sixty (60) months, commencing on September 1, 2018, and ending on June, 30, 2023, 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, President/CEO or designated successor. It is expressly understood that the 3 CONTRACT NO. C37370 experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals, consultants 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 prior 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 CEO and Managing Director of iHub Laura James Director of Business Support Agustin Aragon Assistant Director of Economic Development Lesa Bodnar CVEP Chief of Staff, Facilities Management Ted Daniels Senior Business Consultant 4 CONTRACT NO. C37370 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 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 sole 5 CONTRACT NO. C37370 negligence or sole 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. Written quarterly reports shall be due quarterly on July 10, October 10, January 10, and April 10 in each year of operation. Reporting shall commence on the first of the above dates following the acceptance of the first client company into the PDiHub. 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 6 CONTRACT NO. C37370 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. 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. CONTRACT NO. C37370 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officers, directors, employees, agents, contractors, successors and assigns 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 officers, directors, employees, agents, contractors, successors and assigns 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 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, 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. To City: Attention: City Manager City of Palm Desert 73510 Fred Waring Drive Palm Desert, California 92260 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 oral conversation and written agreements. CONTRACT NO. C37370 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. 12. SPACE LEASE; USE OF FUNDS GENERATED City shall use reasonable efforts to lease up to 10,290 sqft. in the City located at 37023 Cook Street, Suite 8 (the "Space"). Any funds received from any Project work or services, including but not limited to sub-leases of the Space, will collected by Consultant and forwarded to the City to be used towards the City funding of the lease of the Space. 9 CONTRACT NO. C37370 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Desert Date: By: Lauri Aylaian City Manager APPROVED AS TO FORM: ATTEST By: By: Robert Hargreaves, Rachelle D. Klassen, City Attorney City Clerk "CONSULTANT" Coachella Valley Economic Partnership Date: By: Joe Wallace, CEO/Chief Innovation Officer (CEO) Date: (name) (secretary) 10 CONTRACT NO. C37370 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On before me, Date Here Insert Name med Tide of the Officer personally appeared ilartwls)of Signorts) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatufe(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the Instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature —._.— Plate Notary Seal Above Siipahre N Notary Pubic OPTIONAL Though the information below is not required by law It may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document:.._... Document Date: _Number of Pages: SIgner(s)Other Thnn Named Above: Capaclty(ies)Claimed by Signer(s) Signer's Name:, Signer's Name: 73 Individual E Individual 73 Corporate Officer—Title(s): r"Corporate Officer—Title(s): U Partner—U Limited tJ General AGHT TIIU•1BPRINT Partner—U Limited L General R,GIIT TNUl1RPf IrdT U Attorney in Fact Cr SIGMA Cti Attorney in Fact OFS'CNE0 0 Trustee Top of:humb here Tfl)stee i Too of thu^�b horn U Guardian or Conservator U Guardian or Conservator • O Other: L Other: Signer Is Representing: Signer Is Representing: _ r�k 07007 Nalaul Notary Aeodation•g350 De Soto Am..P.O.Bea 2402•Chama rlh.CA 81313.2402•wuw.Netion d-Nolaryaro Item e3007 Re ctor:Call Tdl•Frce I 000•117116R27 II CONTRACT NO. C37370 EXHIBIT "A" SCOPE OF SERVICES/WORK 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 Palm Desert Digital Innovation Hub (PDiHub): • Assume responsibility for further development and operations of PDiHub program and services; • Maintain a professional management team to direct and oversee PDiHub 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 PDiHub and website, calendar, blog, and social networking accounts; • Report quarterly against performance metrics set forth by the City of Palm Desert (Attachment 1); • Coordinate Advisory Board meetings and all records as needed (Attachment 2); • Oversee selection criteria, application process, incubator, leases/occupants (see Attachment 3); • Deliver PDiHub and program and client services, including but not limited to: A. Facility Based Services for Clients of the PDiHub Administration 1 . Space (provided and paid for by City of Palm Desert) a. Telephone — (unlimited local and national calls) b. Local Area Network (LAN) c. High Speed Internet Access (only if access is available at a reasonable price from Cal State San Bernardino Palm Desert Campus) d. Space for individual servers e. Shared Conference Room f. Physical and mailing Address g. Restrooms h. Janitorial services 2. Rent — comparable to existing co-working spaces and incubators a. 30 Day leases b. Below market rate 12 CONTRACT NO. C37370 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 PDiHub Management and/or Advisory Board. B. Client Services 1. Seminars & Workshops to be hosted by the PDiHub 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 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) 13 CONTRACT NO. C37370 Attachment "1 " Quarterly Reporting Metrics CVEP shall provide a quarterly report to the City of Palm Desert 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 PDiHub companies (jobs created — quarterly and cumulative) • Number of employees hired by PDiHub graduate companies (jobs created — quarterly and cumulative to the best of Consultant's ability) • Revenues/sales form PDiHub and start-up companies • Number of interns/students trained • Number of sponsors, corporate partners, members or contracts signed • Number of patent disclosures/applications by PDiHub and companies • Funding sources and amounts leveraged or invested in PDiHub companies 14 CONTRACT NO. C37370 Attachment "2" PDiHub Advisory Board The Advisory Board shall be comprised of five (5) total members including (1) one elected member from the City of Palm Desert, one designee from the CSU San Bernardino Palm Desert Campus and (3) three representatives from the private sector. 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 PDiHub. 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. PDiHub Advisory Board Duties The Advisory Board shall establish policy guidelines for the PDiHub incubator programs. The Board will also be instrumental in promoting the PDiHub Initiative and generating awareness and understanding of the programs as an important economic development tool for Palm Desert and the Coachella Valley region. Examples of the types of business representatives include: Industries Associated Professionals Mobile Communication Apps Academic Research Green Building Industry i Banking/Investment and venture capital Water Filtration/Purification Media/Journalism Clean Technologies Accounting Energy Management Legal Internet of Things Entrepreneurs Digital Image Transmission Engineering Professionals 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 Desert or his designee is authorized to approve proposed changes. 15 CONTRACT NO. C37370 Attachment "3" CVEP shall establish a Selection Committee to review and select qualified candidates for the PDiHub programs. The Selection Committee shall be based on the selection criteria that has been practiced at the Palm Springs iHub since early 2012 PDiHub Incubator Client Selection The PDiHub 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 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 Graduation Policies 1. Time Limits — Clients shall be limited to a term of no more than 5 years in the incubator 2. Clients who have progressed beyond benefit of services sooner than the 5 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 Desert or his designee is authorized to approve the proposed changes. 16 CONTRACT NO. C37370 EXHIBIT "B" INSURANCE PROVISIONS Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form that is satisfactory to City. 1. General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. 2. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. The City's Risk Manager may modify this requirement if it is determined that Consultant will not be utilizing a vehicle in the performance of his/her duties under this agreement. 3. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. 4. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City of Palm Desert, its officers, agents, employees and volunteers. '7 CONTRACT NO. C37370 5. Umbrella or Excess Liability Insurance. Consultant may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer's liability. Such policy or policies shall include the following terms and conditions: • A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; and • Policies shall "follow form" to the underlying primary policies. • Insureds under primary policies shall also be insureds under the umbrella or excess policies. 6. Fidelity Coverage. Consultant shall provide evidence of fidelity coverage on a blanket fidelity bond or other acceptable form. Limits shall be no less than $1,000,000 per occurrence. 7. Cyber Liability Insurance. Consultant shall procure and maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss, which shall include the following coverage: a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. c. Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended. d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep- linking or framing, and infringement or violation of intellectual property rights. e. Liability arising from the failure to render professional services If coverage is maintained on a claims-made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the contract. 8. OTHER PROVISIONS OR REQUIREMENTS a. Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation 18 CONTRACT NO. C37370 endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. b. Duration of Coverage. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his/her agents, representatives, employees or subconsultants. c. Primary/Non-Contributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. d. City's Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. e. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. f. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City of Palm Desert, its elected or appointed officers, agents, officials, employees and volunteers, or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City of Palm Desert, its elected or appointed officers, agents, officials, employees and volunteers, and shall require similar written express waivers and insurance clauses from each of its sub- contractors. g. Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to 19 CONTRACT NO. C37370 inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. h. Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. i. Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. j. Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed to provide that the City of Palm Desert and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. k. Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. I. Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. m. Pass Through Clause. Consultant agrees to ensure that its sub-consultants. sub-contractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, sub-contractors, and others engaged in the project will be submitted to City for review. n. City's Right to Revise Specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required 20 CONTRACT NO. C37370 by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. o. Self-Insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. p. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. q. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. r. Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. End of Section 2! CONTRACT NO. C37370 } N.1 0 _ 0 Q f ,_ 0 rn oh ' Eli 4 rn e. n, Q . s � I. - 1 „Ilia owvaw -veir a Mrn to C :'V - irsk :f ' rn Mil z r i—i S - . T. . .,. . a, 0 )), en • ,, 5 \ 1:... i . _ 1 , ..,i , ems a TT! ,L.. 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