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Novoa Communications DBA NovoArts; 2026-04-24;
Page 1 City Attorney Approved Version 10/23/2025 AGREEMENT FOR PUBLIC INVOLVEMENT AND COMMUNICATION SERVICES NOVOA COMMUNICATIONS INC. DBA NOVOARTS THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of _________________________, 2026, by and between the City of Carlsbad, California, a municipal corporation ("City") and Novoa Communications DBA NovoArts, a California corporation ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in providing public information and communication services to government entities. B. Contractor has the necessary experience in providing professional services and advice related to providing public information and communication services to government entities. C. Contractor 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 ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year(s) from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s)or parts of a year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed forty-five thousand dollars ($45,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If City elects to extend the Agreement, the amount shall not exceed forty-five thousand dollars ($45,000.00) per Agreement year. 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 Services specified in Exhibit "A." Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 24th April Page 2 City Attorney Approved Version 10/23/2025 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way 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 result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless the 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 negligence, recklessness, or willful misconduct 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 arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 Page 3 City Attorney Approved Version 10/23/2025 for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 Page 4 City Attorney Approved Version 10/23/2025 10.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to City. 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 Page 5 City Attorney Approved Version 10/23/2025 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Amy Ventetuolo Name Melba Tirado Title Director Title President Dept Communication & Engagement Address 2025 Westwood Drive CITY OF CARLSBAD CARLSBAD, CA 92008 Address 1200 Carlsbad Village Drive Phone 760-473-3511 Carlsbad, CA 92008 Email melba@novoacommunications.com Phone 442-339-2323 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 City Attorney Approved Version 10/23/2025 Page 6 Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 19. 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 webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 20. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. TERMINATION In the event of Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 City Attorney Approved Version 10/23/2025 Page 7 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 25. JURISDICTION 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. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 28. 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 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 City Attorney Approved Version 10/23/2025 Page 8 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. 29. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2026. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Novoa Communications DBA NovoArts, a corporation By: By: MELBA TIRADO President AMY VENTETUOLO Communications & Engagement Director ATTEST: By: SHERRY FREISINGER, City Clerk MELBA TIRADO Secretary By: MORGEN FRY Assistant City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 April24.00 City Attorney Approved Version 10/23/2025 Page 9 APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ CINDIE K. McMAHON City Attorney Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 City Attorney Approved Version 10/23/2025 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Public Engagement and Facilitation Services On an as needed basis under the direction of the communication director, provide public engagement and facilitation services and advice to include: • Attend meetings with city staff to discuss upcoming opportunities for public engagement and facilitation. • Design public involvement processes to meet city objectives, including online engagement. • Make recommendations for engagement strategies, tools and approaches. • Conduct interviews with city staff and stakeholders to obtain input on city programs and initiatives. • Facilitate meetings with city staff and stakeholders. • Draft reports summarizing engagement efforts. Public Outreach and Involvement Services Provide public outreach and involvement services as needed to implement city communication functions, including: • Public information for city issues, events, projects and services • Coordination of public outreach and involvement activities to promote awareness of and involvement in city programs, events, issues and services • Production of city informational materials • Coordination and promotion of special events and public meetings • Writing news releases, articles, website content, fact sheets and informational descriptions of city issues, events, projects and services • This task will be directed by the communications director or community relations manager. Other Considerations • All works submitted to and accepted by the city must be an original piece created by the contractor. • The City reserves the right to use all submitted works in current and/or future forms of current media and/or media to be developed. • Written work products must follow the City of Carlsbad writing style guidelines and be free from Contractor logos or other branding elements. • Contractor is responsible for alerting the city’s project manager in advance in writing of any out of scope requests before commencing work. • Contractor will provide invoices to the city in a format specified by the Communication & Engagement director. • Contractor must get approval in advance in writing from the Communication & Engagement director prior to disclosing information about this contract or Contractor activities on behalf of the city, including using this project for marketing purposes, case studies, professional association presentations and any other purpose. Total not to exceed $45,000 per Agreement year and shall be billed at the rate of $135 per hour. Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 PO Box 2915 Bloomington, IL 61702-2915 State Farm NOVOA COMMUNICATIONS INC DBA N 2025 WESTWOOD DR CARLSBAD CA 92008-1143 Renewal Declarations Policy number: 90-AP-Y129-7 Policy period: 12 months The policy period begins and ends at 1201 am standard time at the premises location OFFICE POLICY State Farm General Insurance Company Your State Farm Agent Linda Newell LlJTCF 993 Lomas Santa Fe Drive Solana Beach CA 92075-2135 Bus: 858-481-1436 Email linda.newell.nsde@statefarm.com Effective date: May 8, 2026 Expiration date: May 8, 2027 Automatic renewal - If the State Farm® policy period is shown as 12 months, this policy will be renewed automatically subject to the premiums, rules and forms in effect for each succeeding policy period. If this policy is terminated, we will give you and the Mortgagee/Lienholder written notice in compliance with the policy provisions or as required by law. NAMED INSURED NOVOA COMMUNICATIONS INC DBA N ENTITY Corporation POLICY PREMIUM This is not a bill. /fan amount is due, then a separate statement will be sent prior to the due date. The premium(s) shown below is the 12 months premium(s) for the characteristics of the policy as described in this Declarations, Premium: $841.00 Temp Supplemental Fee: $2.18 Total Premium: $843.18 Discounts applied: Business Experience Rating Years in Business Renewal Discount IMPORTANT MESSAGE(S) Notice - Information concerning changes in your policy language is included. Please call your agent if you have any questions. Policy number 90-AP-Y129-7 Page 1 of 6 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP Dec CA CMP -4000 1009178 2019 152395 219 05-17-2025 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 11 State Farm SECTION I - PROPERTY SCHEDULE Location Location of described premises Limit of Insurance* Limit of Insurance* Seasonal Increase - number Coverage A- Coverage B - Business Business Personal Property Buildings Personal Property 001 2025 WESTWOOD DR No Coverage $7,100 25% CARLSBAD CA 92008-1143 * As of the effective date of this policy, the Limit of Insurance as shown includes any increase in the limit due to Inflation Coverage. SECTION I - INFLATION COVERAGE INDEX(ES) Coy A - Inflation Coverage Index: N/A Coy B - Consumer Price Index: 324.8 ECTION I - DEDUCTIBLES BASIC DEDUCTIBLE $1,000 SPECIAL DEDUCTIBLES: Employee Dishonesty: $250 Equipment Breakdown: $1,000 Money and Securities: $250 Other deductibles may apply - refer to policy. SECTION I - EXTENSIONS OF COVERAGE - LIMIT OF INSURANCE - EACH DESCRIBED PREMISES The coverages and corresponding limits shown below apply separately to each described premises shown in these Declarations, unless indicated by "See schedule". If a coverage does not have a corresponding limit shown below, but has "Included" indicated, refer to that policy provision for an explanation of that coverage. Coverage Limit of Insurance Accounts Receivable On Premises $50,000 Off Premises $15,000 Arson Reward $5,000 Back-up of Sewer or Drain $15,000 Collapse Included Damage to Non-owned Buildings from Theft, Burglary or Robbery Coverage B Limit Debris Removal 25% of covered loss Equipment Breakdown Included Fire Department Service Charge $5,000 '1 Fire Extinguisher Systems Recharge Expense $5,000 Forgery or Alteration $10,000 Glass Expenses Included Policy number: 90-AP-Y129-7 Page 2 of 6 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP-4000 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 State Farm Coverage Limit of Insurance Increased Cost of Construction and Demolition Costs (applies only when buildings are insured on a 10% replacement cost basis) Money Orders and Counterfeit Money $1,000 (§ OLc7,c1 (nom Money and Securities On Premises $10,000 Off Premises $5,000 Newly Acquired Business Personal Property (applies only if this policy provides Coverage B - Business $100,000 Personal Property) Newly Acquired or Constructed Buildings (applies only if this policy provides Coverage A - Buildings) $250,000 Ordinance or Law - Equipment Coverage Included Outdoor Property $5,000 Personal Effects (applies only to those premises provided Coverage B - Business Personal Property) $5,000 Personal Property Off Premises $15,000 Pollutant Clean Up and Removal $10,000 Preservation of Property 30 days Property of Others (applies only to those premises provided Coverage B - Business Personal Property) $2,500 Signs $2,500 Unauthorized Business Card Use $5,000 Valuable Papers and Records On Premises $50,000 Off Premises $15,000 SECTION I - EXTENSIONS OF COVERAGE - LIMIT OF INSURANCE - PER POLICY The coverages and corresponding limits shown below are the most we will pay regardless of the number of described premises shown in these Declarations. Coverage Limit of Insurance Dependent Property - Loss of Income $5,000 Employee Dishonesty $10,000 Loss of Income and Extra Expense 12 Months Actual Loss Sustained Utility Interruption -Loss of Income $10,000 Policy number: 90-AP-Y129-7 Page 3 of 6 0 Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP-4000 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 $. State SECTION II - LOCATION SCHEDULE Location number Location of described premises 001 2025 VVESTWOOD DR CARLSBAD CA 92008-1143 SECTION II - LIABILITY Coverage Limit of Insurance Coverage L - Business Liability Per Occurrence $2,000,000 Coverage M - Medical Expenses $5,000 Any One Person Damage to Premises Rented to You $300,000 Aggregate Limits Limit of Insurance General Aggregate $4,000,000 Products/Completed Operations Aggregate $4,000,000 Each paid claim for Liability Coverage reduces the amount of insurance we provide during the applicable annual period. Please refer to Section II — Liability in the Coverage Form and any attached endorsements, Your policy consists of these Declarations, the BUSINESSOVVNERS COVERAGE FORM shown below, and any other forms and endorsements that apply, including those shown below as well as those issued subsequent to the issuance of this policy. FORMS AND ENDORSEMENTS CMP-4101 * CMP-4260.2 * CMP-4587 CMP-4698 CMP-4703.1 CMP-4704.1 CMP-4705.2 CMP-4709 CMP-4710 * CMP-4786.2 CMP-4787 CMP-4793.1 CMP-4819.1 FD-6007 FE-6999.3 Businessowners Coverage Form Amendatory Endorsement (California) Exclusion - Silica or Silica-Related Dust Back-up of Sewer or Drain Utility Interruption - Loss of Income Dependent Property - Loss of Income Loss of Income and Extra Expense Money and Securities Employee Dishonesty Additional Insured - Owners, Lessees or Contractors (Scheduled) Waiver of Transfer of Rights of Recovery Against Others To Us Additional Insured - State or Political Subdivisions (Permits Relating To Premises) Unauthorized Business Card Use Inland Marine Attaching Declarations Policyholder Disclosure Notice of Terrorism Insurance Coverage *New Form Attached SCHEDULE OF ADDITIONAL INTEREST(S Interest type: Owners, Lessees, or Contractors (Schedul Interest type: Owners, Lessees or Contractors (Schedul Endorsement number: CMP-4786.2 Endorsement number: CMP-4786.2 Loan number: N/A Loan number: N/A CITY OF CARLSBAD WESTERN MUNICIPAL WATER DISTRICT 1200 Carlsbad Village Dr 14205 Meridian Pk ' Carlsbad CA 92008-1949 Riverside CA 92518-3045 Policy number 90-AP-Y129-7 Page 4 of 6 10 Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP-4000 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 State Farm §R 7r-• 7 :2 @ C-ngg Interest type: State or Political Subdivisions - Permit Endorsement number CMP-4793.1 Loan number N/A CITY OF CARLSBAD, ITS OFFICIALS, EMPLLOYEES AND VOLUNTEERS ARE NAMED AS AN ADDITIONAL INSURED WITH RESPECT TO LIABILITY 1200 Carlsbad Village Dr Carlsbad CA 92008-1949 FULL NAMED INSURED Named Insured: NOVOA COMMUNICATIONS INC DBA NOVOA ARTS This policy is issued by the State Farm General Insurance Company. PARTICIPATING POLICY You are entitled to participate in a distribution of the earnings of the company as determined by our Board of Directors in accordance with the Company's Articles of Incorporation, as amended. In Witness Whereof, the State Farm General Insurance Company has caused this policy to be signed by its President and Secretary at Bloomington, Illinois. c›E)04,41(' WLAAAAJot<_ k frtIA4A(4-44 President Secretary OTHER MESSAGE(S) Companies admitted to write property and casualty insurance in California are required to participate in the California FAIR Plan Association, which makes basic property insurance available to California consumers who would otherwise be unable to obtain such insurance through the normal insurance market. In the event that catastrophic losses render the FAIR Plan unable to pay operating expenses and policyholder claims because it does not have sufficient retained earnings, reinsurance, a line of credit, if available, and/or proceeds from catastrophe bonds, if sold, the FAIR Plan may request the Insurance Commissioner's approval to assess each member insurance company its fair share if necessary to pay the Plan's operating expenses and policyholder claims. To assure stability in the California property insurance market and to assure the continued availability of property insurance in California, the FAIR Plan's member insurance companies may collect a temporary supplemental fee to recover a portion of these assessments. If this happens, 'Temp Supplemental Fee' with an amount will be displayed on a notice, bill, or your policy declarations. Policy number 90-AP-Y129-7 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Page 5 of 6 CMP-4000 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 OTHER MESSAGE(S) NOTICE TO POLICYHOLDER: For a comprehensive description of coverage and forms, please refer to your policy. Policy changes requested before the "Date Prepared", which appear on this notice, are effective on the Renewal Date of this policy unless otherwise indicated by a separate endorsement, binder, or amended declarations. Any coverage forms attached to this notice are also effective on the Renewal Date of this policy. Policy changes requested after the "Date Prepared" will be sent to you as an amended declarations or as an endorsement to your policy. Billing for any additional premium for such changes will be mailed at a later date. If, during the past year, you've acquired any valuable property items, made any improvements to insured property, or have any questions about your insurance coverage, contact your State Farm agent. Please keep this with your policy. Your coverage amount.... It is up to you to choose the coverage and limits that meet your needs. We recommend that you purchase a coverage limit equal to the estimated replacement cost of your structure. Replacement cost estimates are available from building contractors and replacement cost appraisers, or, your agent can provide an estimate from Xactware, Inc. using information you provide about your structure. State Farm does not guarantee that any estimate will be the actual future cost to rebuild your structure. Higher limits are available at higher premiums. Lower limits are also available, as long as the amount of coverage meets our underwriting requirements. We encourage you to periodically review your coverages and limits with your agent and to notify us of any changes or additions to your structure. Policy number: 90-AP-Y129-7 Page 60! 6 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP-4000 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 01 A STOCK COMPANY WITH HOME OFFICES IN BLOOMINGTON, ILLINOIS (go r* RENEWAL DECLARATIONS Doggin2gYjg IL 61702-2915 Named Insured A T 2 001100 3125M-12-0305-FA59 F U NOVOA COMMUNICATIONS INC DBA NOVOA ARTS 2025 WESTWOOD DR CARLSBAD CA 92008 -1143 11-111111.160.11111-1.1.111111111.1101.11111111111111.1ili Office Policy Policy Number 90-EC-Z206-7 Policy Period Effective Date Expiration Date 12 Months MAY 8 2025 MAY 8 2026 The policy period begins and ends at12:01 am standard time atthe premises location. Agent and Mailing Address LINDA NEWELL 993 LOMAS SANTA FE DR STE F SOLANA BEACH CA 92075-2135 PHONE: (858) 481-1436 Automatic Renewal - If the policy period is shown as 12 months, this policy will be renewed automatically subjectto the premiums, rules and forms in effect for each succeeding policy period. If this policy is terminated, we will give you and the Mortgagee/Lienholder written notice in compliance with the policy provisions or as required by law. Entity: Corporation NOTICE: Information concerning changes in your policy language is included. Please call your agent if you have any questions. POLICY PREMIUM $ 676.00 Discounts Applied: Renewal Year Years in Business Claim Record Prepared FEB 24 2025 CMP-4000 008096 294 I E 1Y © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Continued on Reverse Side of Page Page 1 of 8 530 006 a 2 05 31 2011 lo1132310 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 RENEWAL DECLARATIONS (CONTINUED) Office Policy for NOVOA COMMUNICATIONS INC Policy Number 90-EC-Z206-7 SECTION I - PROPERTY SCHEDULE Location Number Location of Described Premises Limit of Insurance* Coverage A - Buildings Limit of Insurance* Coverage B - Business Personal Property Seasonal Increase-Business Personal Property 001 2025 WESTWOOD DR CARLSBAD CA 92008-1143 No Coverage $ 6,900 25% * As of the effective date of this policy, the Limit of Insurance as shown includes any increase in the limit due to Inflation Coveragc SECTION I - INFLATION COVERAGE INDEX(ES) Coy A - Inflation Coverage Index: N/A Coy B - Consumer Price Index: 317.7 SECTION I - DEDUCTIBLES Basic Deductible Special Deductibles: Money and Securities Equipment Breakdown $1,000 $250 Employee Dishonesty $250 $1,000 Other deductibles may apply - refer to policy. Prepared FEB 24 2025 CD Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP-4000 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 008096 Continued on Next Page Page 2 of 8 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 RENEWAL DECLARATIONS (CONTINUED) Office Policy for NOVOA COMMUNICATIONS INC Policy Number 90-EC-Z206-7 SECTION I - EXTENSIONS OF COVERAGE - LIMIT OF INSURANCE - EACH DESCRIBED PREMISES The coverages and corresponding limits shown below apply separately to each described premises shown in these Declarations, unless indicated by "See Schedule." If a coverage does not have a corresponding limit shown below, but has "Included" indicated, please refer to that policy provision for an explanation of that coverage. COVERAGE Accounts Receivable On Premises Off Premises LIMIT OF INSURANCE $50,000 $15,000 Arson Reward $5,000 Back-Up Of Sewer Or Drain $15,000 Collapse Included Damage To Non-Owned Buildings From Theft, Burglary Or Robbery Coverage B Limit Debris Removal 25% of covered loss Equipment Breakdown Included Fire Department Service Charge $5,000 Fire Extinguisher Systems Recharge Expense $5,000 Forgery Or Alteration $10.000 Glass Expenses Included Increased Cost Of Construction And Demolition Costs (applies only when buildings are 10% insured on a replacement cost basis) Money And Securities (Off Premises) $5.000 Money And Securities (On Premises) $10,000 Money Orders And Counterfeit Money $1,000 Newly Acquired Business Personal Property (applies only if this policy provides $100,000 Coverage B - Business Personal Property) Newly Acquired Or Constructed Buildings (applies only if this policy provides $250,000 Coverage A - Buildings) Prepared FEB 24 2025 CMP-4000 008097 294 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Continued on Reverse Side of Page Page 3 of 8 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 RENEWAL DECLARATIONS (CONTINUED) Office Policy for NOVOA COMMUNICATIONS INC Policy Number 90-EC-Z206-7 Ordinance Or Law - Equipment Coverage Included Outdoor Property $5.000 Personal Effects (applies only to those premises provided Coverage B - Business $5,000 Personal Property) Personal Property Off Premises $15,000 Pollutant Clean Up And Removal $10,000 Preservation Of Property 30 Days Property Of Others (applies only to those premises provided Coverage B - Business $2,500 Personal Property) Signs $2,500 Unauthorized Business Card Use $5,000 Valuable Papers And Records On Premises $50,000 Off Premises $15,000 SECTION I - EXTENSIONS OF COVERAGE - LIMIT OF INSURANCE - PER POLICY The coverages and corresponding limits shown below are the most we will pay regardless of the number of described premises shown in these Declarations. LIMIT OF COVERAGE INSURANCE Dependent Property - Loss Of Income $5.000 Employee Dishonesty $10,000 Utility Interruption - Loss Of Income $10,000 Loss Of Income And Extra Expense Actual Loss Sustained - 12 Months Prepared FEB 24 2025 CO Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP-4000 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 008097 Continued on Next Page Page 4 of 8 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 cc RENEWAL DECLARATIONS (CONTINUED) Office Policy for NOVOA COMMUNICATIONS INC Policy Number 90-EC-Z206-7 SECTION II - LIABILITY COVERAGE LIMIT OF INSURANCE Coverage L - Business Liability $2.000.000 Coverage M - Medical Expenses (Any One Person) $5,000 Damage To Premises Rented To You $300,000 LIMIT OF AGGREGATE LIMITS INSURANCE Products/Completed Operations Aggregate $4,000,000 General Aggregate $4,000,000 Each paid claim for Liability Coverage reduces the amount of insurance we provide during the applicable annual period. Please refer to Section II - Liability in the Coverage Form and any attached endorsements. Your policy consists of these Declarations, the BUSINESSOWNERS COVERAGE FORM shown below, and any other forms and endorsements that apply, including those shown below as well as those issued subsequent to the issuance of this policy. FORMS AND ENDORSEMENTS CMP-4101 FE-6999.3 CMP-4819.1 CMP-4705.2 CMP-4710 CMP-4709 CMP-4698 CMP-4704.1 CMP-4703.1 CMP-4786.1 CMP-4260.1 CMP-4261 CMP-4787 Prepared FEB 24 2025 CMP-4000 008098 294 Businessowners Coverage Form *Terrorism Insurance Coy Notice Unauthorized Business Card Use Loss of Income & Extra Expense Employee Dishonesty Money and Securities Back-Up of Sewer or Drain Dependent Prop Loss of Income Utility Interruption Loss Incm Addl lnsd Owners Lessee Sched Amendatory Endorsement-CA Amendatory Endorsement Waiver of Trans Rgt of Recov © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Continued on Reverse Side of Page Page 5 of 8 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 RENEWAL DECLARATIONS (CONTINUED) Office Policy for NOVOA COMMUNICATIONS INC Policy Number 90-EC-Z206-7 CMP-4793.1 FD-6007 Al State Political Perm Prem Inland Marine Attach Dec * New Form Attached SCHEDULE OF ADDITIONAL INTERESTS Interest Type: Addl Insured-Section ll Endorsement #: 0MP47861 Loan Number: N/A CITY OF CARLSBAD 1200 CARLSBAD VILLAGE DR CARLSBAD CA 920081989 Interest Type: Addl Insured-Section II Endorsement #: 0MP47931 Loan Number: N/A CITY OF CARLSBAD, ITS OFFICIALS. EMPLOYEES AND VOLUNTEERS ARE NAMED AS AN 1200 CARLSBAD VILLAGE DR CARLSBAD CA 920081989 Interest Type: Addl Insured-Section II Endorsement #: CMP47861 Loan Number: N/A WESTERN MUNICIPAL WATER DISTRICT ATTN PURCHASING DEPT 14205 MERIDIAN PKWY RIVERSIDE CA 925183045 This policy is issued by the State Farm General Insurance Company. Participating Policy You are entitled to participate in a distribution of the earnings of the company as determined by our Board of Directors in accordance with the Company's Articles of Incorporation, as amended. In Witness Whereof, the State Farm General Insurance Company has caused this policy to be signed by its President and Secretary at Bloomington, Illinois Wte:=4.zA:44 Secretary Prepared FEB 24 2025 CMP-4000 008098 CE)0:941 President (c: Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Continued on Next Page Page 6 of 8 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 0'0 RENEWAL DECLARATIONS (CONTINUED) Office Policy for NOVOA COMMUNICATIONS INC Policy Number 90-EC-Z206-7 IMPORTANT NOTICE: California law requires us to provide you with information for filing complaints with the State Insurance Department regarding the coverage and service provided under this policy. Your agent's name and contact information are provided on the front of this document. Another option is to reach out by mail or phone directly to: State Farm° Executive Customer Service PO Box 2320 Bloomington 11 61702 Phone # 1-800-STATEFARM (1-800-782-8332) Department of Insurance complaints should be filed only after you and State Farm or your agent or other company representative have failed to reach a satisfactory agreement on a problem. California Department of Insurance Consumer Services Division 300 South Spring Street Los Angeles, CA 90013 Phone # 1-800-927-HELP (4357) or visit www.insurance.camov 01-consumers NOTICE TO POLICYHOLDER: For a comprehensive description of coverages and forms, please refer to your policy. Policy changes requested before the "Date Prepared'', which appear on this notice, are effective on the Renewal Date of this policy unless otherwise indicated by a separate endorsement, binder, or amended declarations. Any coverage forms attached to this notice are also effective on the Renewal Date of this policy. Policy changes requested after the ''Date Prepared' will be sent to you as an amended declarations or as an endorsement to your policy. Billing for any additional premium for such changes will be mailed at a later date. If, during the past year, you've acquired any valuable property items, made any improvements to insured property, or have any questions about your insurance coverage, contact your State Farm agent. Please keep this with your policy. Prepared FEB 24 2025 CMP-4000 008099 294 t, Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Continued on Reverse Side of Page Page 7 of 8 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3 RENEWAL DECLARATIONS (CONTINUED) Office Policy for NOVOA COMMUNICATIONS INC Policy Number 90-EC-Z206-7 Your coverage amount.... It is up to you to choose the coverage and limits that meet your needs. We recommend that you purchase a coverage limit equal to the estimated replacement cost of your structure. Replacement cost estimates are available from building contractors and replacement cost appraisers, or, your agent can provide an estimate from Xactware, Inc.%sing information you provide about your structure. We can accept the type of estimate you choose as long as it provides a reasonable level of detail about your structure. State Farmdoes not guarantee that any estimate will be the actual future cost to rebuild your structure Higher limits are available at higher premiums. Lower limits are also available, as long as the amount of coverage meets our underwriting requirements. We encourage you to periodically review your coverages and limits with your agent and to notify us of any changes or additions to your structure. Prepared FEB 24 2025 CMP-4000 008099 294 (t) Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80f 8 Docusign Envelope ID: 85A43E12-03CF-4E6C-888A-7A37EB3ED4B3