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Home My WebLink AboutDevelopment Counsellors International Inc; 2026-01-21; AGREEMENT FOR LIFE IN ACTION WEBSITE DEVELOPMENT SERVICES DEVELOPMENT COUNSELLORS INTERNATIONAL THIS AGREEMENT ("Agreement") is made and entered into as of the ______ day of 20 , by and between the City of Carlsbad, California, a municipal corporation -( .. -C-it-y-")_a_n_d_D-ev_e_lo_p_m~ent Counsellors International, Inc., a New York corporation ("Contractor"). RECITALS City requires the professional services of a consultant that is experienced in Economic Development and Talent Attraction Website Development Services. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A," attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one (1) year(s) from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed seven thousand four hundred fifty-five dollars ($7,455). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are Net 30 unless otherwise provided in Exhibit "A" or agreed to in writing by the parties. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement caused by any willful misconduct or negligent act or omission of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's performance as a "design professional" (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor's indemnification obligation shall be limited to claims that Page 1 City Attorney Approved Version 5/22/2024 M|_UwwXyU|M^tww||UlMUw[UtUYm^YUtPU |UPimUtU w}^mlX6_wSPwX1wt|M+}MKS ywt1wt}MPw}wOM^t^tYMX^tMnMSgS_PM^wtOMPw|wXPwsyUUt8uSPwt1wt|MPw| l q M O _ Xw|P[PmM_s`tPpS_tY[UPwwSUXUtS[MmmtwUPUUS1wt|MPw}y}wyw|^wtMUyU}PUtMYUwX XMm E[UyM|_UUy|UlMY}UU[MMtyMsUtMw|tUXUUPww|UyUtU1^_tP|Lw}sMiUw| wtOU[MlXwXMt_th}USUsymwUUtSU|1_UlXMSs_taU|UTw|jU}QwszUvNbwvz}wZ|Ns ^tPmSUSMMmwUyUtUw|PwXw}[Uy|ywUwX[cURawvNvT\N]cURdxvdro~dV\V Uy^}M_wtw|UM|mU}s_tM^wtwX[_/Y|UUsUt 1wt|MPw|_llwOM^tMtSsM^tM_tywp_P_UwXPwssU|P_MlYUtU}Mnn^MO^n__t|MtPU MwswO_pUl_MO_l_ ^t|MtPUMPwsO_tUSywl^PwXw}iU}PwsyUtM_wtUsylwU}l_MO^m_^t|MtPUMtSy|wXU_wtMl m^MO_l__t}MtPUX|wsMt_t}MtPUPwsyMtM[w}_USw}MtMP[UO_tUwX_t}MtPU_t[UDMU wX1Mm^Xw|t^M[^P[[MMP}|Ut0U9UCM_tYwXtwmU[Mt/(H66,_[M}ylm_tU_t|U} wt[UDMUwX1Mm^Xw}t^M;^wX/yy|wUSD}ym;_tU7t|U| ;/D<7 _[M|M^tY_t[UlMU0U :UCM^tY5_SUwXMlUM/)I-MtMm_UttwtMSs_US_t|U|m^USO[U?M_wtMl/wP^M_wtwX 6t|MtPU1wss_^wtU| @/61 mMU{M}U|ll_^tY}Uyw}_tMtMswtwXtwlU[MtwtUs^mmewt SwlmM} UMP[tlUw[U}^UM[w|_USMtSMyy}wUSO[UC_i>MtMYU|w}[U1_ >MtMYU| 1wt|MPw}^lmwOM_twPP}}UtPU PwU|MYU UPmS_tYB|wXU_wtMl<_MO_n_[_P[ _mlOU |^UtMPlM_ssMSUPwU}MYUE[U_t|MtPU_llOU_tXw}PUS|_tY[Um_XUwX[^/Y|UUsUtMtS_ll twOUPMtRUmUS_[w[^| SMy}_w|}_Uttw^PUw1^OPU|^X_USsMfl1^^mmOUtMsUS MMtMSS^^wtMl_t}USwt5UtU}Ml=_MO_l_[^P[[Mlmy}w^SUy}_sM|PwU|MYUw1_E[UXllm^s^ MM^lMOmUw[UtMsUS_t}US[MlmMmwOUMM^lMOmUMtSMyym^PMOlUw1_MMtMSS^_wtMl_t|US 1wt|MPw|_nlX}t_[PU|^X_PMWwX_t|MtPUw[U1wt|MP2UyM|sUt ^[UtSw}UsUtw1^ y|_w}w1_UUP_wtwX[_/Y|UUsUt E[UtMsUwX[UyU}wt[wM}UM[w|_USwY_U}_Uttw^PUw|w|UPU_U}_Uttw_PUwtOU[MmX wX1^MtSwtOU[MlXwX1wt}MPw}tSU|[_/Y}UUsUtM|U) 4w|1_(4w}1wt|MPw}* @MsU>MDMtXw|S?MsU6MtC^P[U} F_nU3Pwtws^P2UUlwysUt2^}UPw|E_lUH^PUB}U^SUtwX2_Y_Mm3yU|_UtPU 2Uy3Pwtws^P2UUlwysUt/SS|U$#[/UDUPwtS4lww| 16GJA41/C<D0/2@UJw|k?J /SS|U$!#4M}MSM/UtUB[wtU %#%% 1M}mOMS1/'&3sM_llMtC_P[U|.MOwSP_Pws B[wtU""!!'#'&% 3MP[yM|^mltw_X[Uw[U}^ssUS^MUmwXMtP[MtYUwXMSS}U[MwlS}U{_|UMttw_PUw| SUl_U}wOUS_}UPUSwMtw[U|MSS}U 1wt}MPw} [Mln X_lU M 1wtXl_PwX 7tU}UDMUsUt _[ [U 1^ 1mU|i _t MPPw|SMtPU _[ [U |U{_}UsUtwX[U1_wX1M|mOMS1wtXl_PwX6tU}U1wSU1wt}MPw|[Mmm|Uyw|_tUsUtw| _tU|UM|U{_}US_t[U1^wX1M|mOMS1wtXl_PwX7tU}U1wSU JU?w 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets web page at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 11. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 12. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, California Government Code Sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 13. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 14. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 15. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 16. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 17. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. City Attorney Approved Version 5/30/2025 Page 3 ;RNpS^MSkTMiIXfpNmNLigT^QpgRTfpQcNN]N^hpI^MpgRNpT^fgci]N^hfpcNONcN^LNMpS^pThp_^pJNRIYPp_Pp_^gdILh_c NILRpeN`dNfN^hpI^MplIccI^hpgRIhpgRNnpRIkNpgRNpXNQIYp`_lNdpcSQRgpI^MpILhiIXpIigR_cSgnph_pJS^Mp_^hcILh_d g_phRNphNc]fpI^MpL_^MTgT_^fp_PphRSfpQcNN]N^g mNLihNMpJnp_^gdILh_dphRTfpCDpMInp_OpEFEFFGEpopHp 32<7<37p NkNX_`]N^hp_i^fNXX_dfp)^gNd^IhT_^IXp*^L pIp2Nlp A_cWpL_c`_cIhT_^p fSQ^pRNcNp -jZTNpicgU^p_ 5cNfTMN^hp `dS^hp^I]NgShYNp np fSQ^pRNcNp .IcnXp0NTQRp7_`WNpIc^Nfp_ 5dNfSMN^hpp>dNIficNdp `dS^hp^I]NgShYNp );Bp4#p8/9p _PpgRNp:gIgNp_PpIXSO_c^SIp np 1Ihgp:I^O_cMp !L_^_]TLpNkNY_`]N^gpTcNLg_dp =;!:=p :'"77Ap$7!):+2&!7pThnpXNcWp np N`ignpThnp[NdWp )PpcNbiTcNMpJnpSgnp`d_`Ndp^_hIdSIYpILW^_l\NMQ]N^hp_PpNmNLjgT_^pJnpL_^hcILg_ep]ifhpJNpIhhILRNMppp L_da_cIhT_^ pQcNN]N^gp]ifhpJNpfSQ^NMpJnp_^NpL_e`_cIhNp_PPSLNdpOc_]pNILRp_PpgRNpO_XY_lV^Qphl_pQc_j`f p RITe]I^p 5dNfSMN^hp @SLN 5cNfSMN^gp :NLdNhIdnp ffTfhI^gp:NLcNhIcnp $3pffTfgI^gp<cNIficNc hRNpL_d`_cIhT_^pIghILRpIpcNf_YigS_^pLNdgTPTNMpJnphRNpfNLcNhIcnp_cpIffSfhI^hpfNLcNhIdnpi^MNd L_c`_dIgNpfNIXpN]`_lNcS^QphRNp_POTLNdfpfSQ^U^Qph_pKT^MphRNpL_c`_dIhT_^ p 6573@!p:p?3p%371p ,2)!p.p1L1(32pTgnphh_d^Nnp ApFFFFFFFFFFFFpFp N`ign pffTfhI^hpThnphg_c^Nnp EXHIBIT A Carlsbad LIA Website I Accessibility Compliance & Hosting and Maintenance Extension To: Matt Sanford, Economic Development Director, City of Carlsbad From: Cilia Kohn, Director, Website Strategy, Development Counsellors International Date: October 24, 2025 Overview This SOW aims to define the specific updates and enhancements to your current website. The following document outlines the project's scope, responsibilities, and additional terms, ensuring that both parties have a clear and mutual understanding of the expectations and deliverables. Outline of Deliverables I. Update Carlsbad LIA ·site to Level AA Standards for Accessibility Compliance Our web designers and developers will update the design, functionality and User Interface of CarlsbadllifeinAction.com to ensure the website meets the following website accessibility requirements: • Web Content Accessibility Guidelines (WCAG) Version 2.1 , Level AA standard • Department of Justice final rule (89 FR 31320; 28 CFR Part 35) ("DOJ Rule") DCI will enforce this work as follows: • We will run a complete accessibility audit to determine necessary edits. • We will share any required design updates for client review and approval. Please note Level AA standard may require changes to fonts, colors and other design elements that are inconsistent with current brand guidelines. DCI will present any design and layout changes for client review and approval prior to making these edits. • We will run a complete accessibility post-assessment to ensure the website meets the requirements outlined above. All testing, audits and assessments are run internally by DC/ developers to ensure the website meets WCAG Level AA standard and the DOJ Rule. If the Client chooses to perform additional testing, the cost for set-up, testing and implementation of findings are not covered within the existing project scope. Assumptions & Policies I. Communication & Collaboration DCI will utilize the following platforms for communication and collaboration with the client organization. Any conflicts must be flagged by the client and updated before signature. Meetings will be held via Teams. Any related documents will be hosted in a shared Google Drive space and must remain as formatted, e.g. Google Docs, Flgma, etc. Collaboration will be managed via email and within our shared space in Teamwork. Development Counsellors International / 600 Fifth Avenue, 2nd Floor / New York, NY 10020 / AboutDCl.com •• •• II. Project Approvals All approvals are final. The Client must provide written approvals within the shared Teamwork project or via email. Any changes requested post-approval must be rescoped and rescheduled based on DCI availability. We cannot guarantee that post-approval requests will be included for launch. Ill. Partners & Third-Party Involvement Should the client choose to involve a third party in the website process, the client will take sole responsibility for the management, communication and involvement of said third party. DCI will not be responsible for any third-party timelines, deliverables or management. Any requests or website updates required by a third party will not be covered in the scope of this website project. Third parties include (but are not limited to) accessibility scanning tools, agency partners, data providers, mapping tools, APls and technology embeds. The client must notify DCI of any intention to involve a third party at the start of the project. Based on their planned contribution, DCI will provide a due date for the client to share. Any deliverables (embed codes, API details, scan results, etc) supplied after this due date will not be included in the project scope and will be estimated separately. IV. Warranty Notwithstanding Section Ill "Partners & Third-Party Involvement" and Section VI "Accessibility Compliance & Maintenance," DCI represents and warrants that the website will be compliant with WCAG Version 2.1, Level AA. DCI agrees to remedy any website compliance issues for a period of twelve months post project completion; provided, however, DCI is not responsible for any accessibility issues detected post project completion due to Client activity on the website or activities by other parties on the website. DCI will provide periodic compliance monitoring during the warranty period. V. Technology Details & Access The client must provide the required technology details and access to implement website updates. Clients who cannot provide direct access must find another solution within their organization. Additionally, the client is responsible for all internal communication required to ensure our developers have what they need. VI. Accessibility Compliance & Maintenance DCI will ensure that the website meets required accessibility standards upon project completion, as determined by DCI internal testing. Budget & Terms The website accessibility compliance project is designed to start upon receipt of a signed agreement from the Client. It will take 4-5 weeks to complete, with total professional fees of $5,850.00. Suppose either time needed or client requests for deliverables increase significantly beyond the scope of work outlined above, the parties will execute an amendment to memorialize changes to scope of work and price. In that case, DCl's hourly blended rate of $195/hour will calculate the additional hours needed to complete the work. DCI will request approval by the Client before increasing hours toward the program of work. Notwithstanding the aforementioned, DCI will not charge additional fees to fulfill its obligations under Section IV "Warranty." Development Counsellors International / 600 Fifth Avenue, 2nd Floor / New York, NY 10020 / AboutDCl.com •• •• Either party may cancel this agreement, the Client or DCI , for any reason upon 60 days written notice to the other, but DCI may not cancel the agreement during the warranty period. -·------ ---------~ _ Deliverable Associated Cost 1 Website Accessibility Compliance & periodic audits (25 hours of design and development at $195.00/hour) $5,850.00 Total Cost $5,850.00 Development Counsellors International I 600 Fifth Avenue, 2nd Floor / New York, NY 10020 / AboutDCl.com •• •• Certificate of Secretary I, Andrew Levine, Secretary of Development Counsellors International Ltd., ("DCI"), hereby certify as follows: The following individuals currently serve as Directors of DCI: Name Julie Curtin Karyl Leigh Ropke Andrew T. Levine Dated: February 1, 2024 Title Co-President Co-President & Treasurer Secretary ANDREWT. LEVINE Gender Female Female Male 11/06/2025 Avanti Associates 201 Wolfs Lane Pelham NY 10803 Michelle Candela (914) 738-1900 (914) 738-1992 mcandela@hilbgroup.com Development Counsellors International 215 Park Ave Suite 1403 New York NY 10003 Hartford Casualty Insurance Co 29424 Beazley Insurance Co, Inc.37540 CL2542933813 A 16SBAAC7626 05/01/2025 05/01/2026 2,000,000 300,000 10,000 2,000,000 4,000,000 4,000,000 Non-owned 2,000,000 A 16SBAAC7626 05/01/2025 05/01/2026 2,000,000 A 16SBAAC7626 05/01/2025 05/01/2026 3,000,000 3,000,000 retention 10,000 B Professional Liability Inclds Cyber Liability V228AC250801 04/02/2025 04/02/2026 Aggr Lmit of Liab $2,000,000 Each Occurrence $2,000,000 Certificate Holder named as additional insured. With respects to insureds operations, City of Carlsbad, its elected and appointed officers, employees, volunteers and agents are included as additional insureds on a primary non-contributory basis and waiver of subrogation in favor of additional insureds applies. Additional insured status, waiver of subrogation and primary non-contributory are granted when required by signed written contract subject to policy forms and conditions. City of Carlsbad Economic Development Departmen 1635 Faraday Ave Carlsbad CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY ACORD® I ~ I X I [8] - - ~ □ □ - - - - -X X X H I I I I I □ I POLICY NUMBER: 16 SBA AC7626 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -STATE/POLITICAL SUBDIVISION LOC 001 BLDG 001 CITY OF CARLSBAD 1635 FARADAY AVE CARLSBAD, CA 92008 Form IH 12 00 11 85 T SEQ. NO. 008 Printed in U.S.A. Page 001 Process Date: 02/18/25 Expiration Date: 05/01/26