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HomeMy WebLinkAboutBlake Nelson dba My Sage PR; 2015-08-27;City Attorney Approved Version 9/27/16 1 AMENDMENT NO. 3 TO AGREEMENT FOR PUBLIC OUTREACH AND INVOLVEMENT SERVICES FOR BLAKE NELSON DBA MY SAGE PR This Amendment No. 3 is entered into and effective as of the ______ day of ______________________________, 2020, amending the agreement dated August 27, 2015 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Blake Nelson dba My Sage PR, a sole proprietor, (“Contractor"), (collectively, the “Parties”). RECITALS A. On August 27, 2015, the Parties executed the Agreement for professional services of a public outreach and involvement consultant that is experienced in providing public information and communication services; and B. On August 27, 2018, the Parties executed Amendment No. 1 to extend and fund the agreement for an additional period of one (1) year; and C. On August 23, 2019, the Parties executed Agreement No. 2 to extend the agreement for an additional period of one (1) year ending on August 27, 2020 and to decrease the yearly allowable amount from an annual amount not to exceed seventy-five thousand dollars ($75,000.00) to an annual amount not to exceed sixty thousand dollars ($60,000.00); and D. The Parties desire to alter the Agreement to include FEMA Required Provisions. The City and Contractor shall comply with all applicable requirements of the Federal Emergency Management Agency (FEMA) which are outlined in Exhibit "B”, which is attached and incorporated by this reference. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed sixty-thousand dollars ($60,000.00) per agreement year. 2. The City and Contractor shall comply with all applicable requirements of the Federal Emergency Management Agency (FEMA) which are outlined in Exhibit "B”, which is attached and incorporated by this reference. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. DocuSign Envelope ID: 4B67122A-C5F2-4CE0-B6B7-6E4BCA7A30EE 5th June City Attorney Approved Version 9/27/16 2 5. The individuals executing this Amendment 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 Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Acting City Manager (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON City Clerk (print name/title) 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, President, or Vice-President Secretary, Assistant Secretary, 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. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 4B67122A-C5F2-4CE0-B6B7-6E4BCA7A30EE Blake Nelson/Founder City Attorney Approved Version 9/27/16 3 EXHIBIT “A” SCOPE OF SERVICES 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.  All works submitted by the Contractor must be in standard U.S. English and adhere to the City of Carlsbad Writing Style Guide.  All works must be submitted in Microsoft Word format and include a headline pertaining to the work in bold. The work should appear in a non-bolded Calibri, 12 point font.  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. Total not to exceed $60,000 . DocuSign Envelope ID: 4B67122A-C5F2-4CE0-B6B7-6E4BCA7A30EE City Attorney Approved Version 9/27/16 4 EXHIBIT “B” Additional Terms and Conditions for FEMA Funded Agreements The following provisions are incorporated into the Agreement: 1. The contractor acknowledges Federal Emergency Management Agency (FEMA) financial assistance will be used to fund the contract only. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 2. The contractor shall not use the Department of Homeland Security (DHS) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 3. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the City of Carlsbad, contractor, or any other party pertaining to any matter resulting from the contract. 4. The contractor acknowledges that 31 U.S.C. Sections 3801-3812 (Administrative Remedies for False Claims and Statements) applies to the contractor’s actions pertaining to this contract. 5. Access to Records. The following access to records requirements apply to this contract: (A) The contractor agrees to provide the City of Carlsbad, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (B) The contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (C) The contractor agrees to provide the FEMA Administrator or authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. (D) In compliance with the Disaster Recovery Act of 2018 (Pub. L. No. 115-254, §§ 1201-1246 (2018)), the City of Carlsbad and the contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. 6. Suspension and Debarment (A) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that neither the contractor nor its principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). DocuSign Envelope ID: 4B67122A-C5F2-4CE0-B6B7-6E4BCA7A30EE City Attorney Approved Version 9/27/16 5 EXHIBIT “B” Additional Terms and Conditions for FEMA Funded Agreements (B) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (C) This certification is a material representation of fact relied upon by the City of Carlsbad. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of California or the City of Carlsbad, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (D) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 7. To the extent any Federally mandated provisions incorporated by Exhibit B conflict with other terms and provisions of this Agreement, the Federally mandated provision(s) shall prevail. DocuSign Envelope ID: 4B67122A-C5F2-4CE0-B6B7-6E4BCA7A30EE CERTIFICATE HOLDER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH)If yes, describe under SPECIAL PROVISIONS below © 1988- 2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTION DEDUCTIBLE CLAIMS-MADE OCCUR $ $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS WC STATU-TORY LIMITS OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS $ COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident)$ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL WVD SUBR N / A $ $ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER PRODUCER CUSTOMER ID #: ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. A 1001486 132849.4 02-11-2010 STATE FARM INSURANCE 12396 World Trade Dr., Suite 113 San Diego, CA 92128 858-679-2880 858-798-9994 Blake Nelson DBA My Sage PR 2371 Spruce St Carlsbad, CA 92008 25151 25151 A Y 90-CR-D519-7 03/09/2015 03/09/2021 2,000,000 5,000 4,000,000 4,000,000 The City of Carlsbad, its officials, employees and volunteers have been added to the policy as Additional Insured. City of Carlsbad 1200 Carlsbad Village Dr Carlsbad, CA 92008 BRUCE HOFBAUER State Farm General Insurance Company State Farm General Insurance Company 06/04/2020 FE-6609 Printed in U.S.A. TW Policy No.: 90-CRD519-7 FE-6609 SECTION II ADDITIONAL INSURED ENDORSEMENT Policy No.: 90-CRD519-7 Named Insured: BLAKE NELSON DBA MY SAGE PR Additional Insured (include address): CITY OF CARLSBAD 1200 CARLSBAD VILLAGE DR CARLSBAD, CA 92008 WHO IS AN INSURED, under SECTION II DESIGNATION OF INSURED, is amended to include as an insured the Additional Insured shown above, but only to the extent that liability is imposed on that Additional Insured solely because of your work performed for that Additional Insured shown above. Any insurance provided to the Additional Insured shall only apply with respect to a claim made or a suit brought for damages for which you are provided coverage. The Primary Insurance coverage below applies only when there is an "X" in the box. Primary Insurance. The insurance provided to the Additional Insured shown above shall be primary insurance. Any insurance carried by the Additional Insured shall be noncontributory with respect to coverage provided to you. All other policy provisions apply. AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR PUBLIC OUTREACH AND INVOLVEMENT SERVICES FOR BLAKE NELSON OBA MY SAGE PR ,-,. This Amendment No. 2 is entered into and effective as of the M r-~day of +-\t~t 1vfr:\: , 2ofl, extending and amending the agreement dated August 27,5 (the "Agreement") by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Blake Nelson dba My Sage PR, a sole proprietor, ("Contractor"). RECITALS A. On August 27, 2018, the Parties executed Amendment No. 1 to the Agreement for professional services of a public outreach and involvement consultant that is experienced in providing public information and communication services to government entities; and B. The Parties desire to extend the Agreement for an additional period of one (1) year; and C. The Parties desire to decrease the yearly allowable amount from an amount not to exceed seventy-five thousand dollars ($75,000.00) to an amount not to exceed sixty thousand dollars ($60,000.00) for this agreement year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year. The term of the Agreement now goes through August 27, 2020. 2. Section 3 of the Agreement is amended to increase the hourly rate from seventy- five dollars per hour ($75/hr) to ninety-five dollars per hour ($95/hr) for work performed following the effective date of this Amendment. 3. The total fee payable for the Services to be performed for this additional one year period shall not exceed sixty thousand dollars ($60,000.00). 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 5. All other provisions of the Agreement, as may have been amended from time to time, and not specifically amended or superseded by this Amendment, shall remain in full force and effect. 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. Ill City Attorney Approved Version 1 /30/13 CONTRACTOR By: ~ (sign here) ~\o....\t._c t---.)cJs~ / ~ou0drf (print name/title) By: (sign here) (print name/title) C Y F CARLSBAD, a municipal c rpor tion of the State of California ATTEST: JL;1.,c;J, ~ BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: ::uA a:JO: Attorney Assistant City Attorney City Attorney Approved Version 1/30/13 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 07/30/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: STATE FARM INSURANCE ~.~~N:n Ext\: 858-679-2880 I FAX 12396 World Trade Dr., Suite 113 IA/C Nol: 858-798-9994 E-MAIL ADDRESS: ~ San Diego, CA 92128 PRODUCER CIISTOMER ID M: INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A . State Farm General Insurance Company 25151 Blake Nelson INSURER B , State Farm General Insurance Company 25151 OBA My Sage PR INSURER C: 2371 Spruce St INSURER D: Carlsbad, CA 92008 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE O•oOD ,.n,n POLICY NUMBER IMM/DD/YYYYl IMM/DDIYYYYl LIMITS A GENERAL LIABILITY 90-CR-D519-7 03/09/2015 03/09/2020 EACH OCCURRENCE $ 2,000,000 ~ UAMAC,tc I U KtcN I tcU X COMMERCIAL GENERAL LIABILITY ~ □ PREMISES /Ea occurrence\ $ ~ ~ CLAIMS-MADE IB] OCCUR MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ ~ GENERAL AGGREGATE $ 4,000,000 ~ GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS· COMP/OP AGG $ 4,000,000 x7 n PRO-POLICY JECT nLOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ~ (Ea accident) ANY AUTO □ □ BODILY INJURY (Per person) $ ~ ALL OWNED AUTOS BODILY INJURY (Per accident) $ ~ SCHEDULED AUTOS PROPERTY DAMAGE ~ $ HIRED AUTOS (Per accident) ~ NON-OWNED AUTOS $ ~ $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ ~ EXCESS LIAB CLAIMS-MADE □ □ AGGREGATE $ DEDUCTIBLE $ ~ RETENTION $ $ WORKERS COMPENSATION I WCSTATU-I IOTH- AND EMPLOYERS' LIABILITY TORY LIMITS ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE □ □ EL EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE· EA EMPLOYEE $ If yes, describe under -~ E.L. DISEASE· POLICY LIMIT $ <:Pl=rlAI □ □ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Carlsbad, its officials, employees and volunteers have been added to the policy as Additional Insured. CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE 1200 Carlsbad Village Dr POLICY PROVISIONS, Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I BRUCE HOFBAUER © 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD 1001486 132849.4 02-11-2010 TW Policy No.: 90-CRD519-7 SECTION II ADDITIONAL INSURED ENDORSEMENT Policy No.: 90-CRD519-7 Named Insured: BLAKE NELSON OBA MY SAGE PR Additional Insured (include address): CITY OF CARLSBAD, ITS OFFICIALS, EMPLOYEES AND VOLUNTEERS 1200 CARLSBAD VILLAGE DR CARLSBAD, CA 92008 FE-6609 WHO IS AN INSURED, under SECTION II DESIGNATION OF INSURED, is amended to include as an insured the Additional Insured shown above, but only to the extent that liability is imposed on that Additional Insured solely because of your work performed for that Additional Insured shown above. Any insurance provided to the Additional Insured shall only apply with respect to a claim made or a suit brought for damages for which you are provided coverage. The Primary Insurance coverage below applies only when there is an "X" in the box. ~ Primary Insurance. The insurance provided to the Additional Insured shown above shall be primary insurance. Any insurance carried by the Additional Insured shall be noncontributory with respect to coverage provided to you. All other policy provisions apply. FE-6609 Printed in U.S.A. WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Kristina Ray, communications department (Name and Department) August 13, 2019 Date Proposed modification(s) to the PL requirement(s) for _M____,,y_S_a~g~e_P_R ________ _ (Type of insurance) (Name of contract) D Reduce coverage to the amount of [ZI Waive coverage D Other: ------------------------------------- FACTOR(S) IN SUPPORT OF MODIFICATION(S) ( check those that apply) □Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [ explain] □Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [ explain: include number of candidates RFP sent to and number responded if applicable] ___________ _ [Z!Contract Amountff erm of Contract: $60,000. Work will be completed over a period of □Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. -------------------------------- [Z!Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): The scope of work is primarily advisory in nature (developing recommendations, creating recommended language for materials, etc.). City staff has expertise to adequately evaluate contractor's recommendations, and staff can control the results of the project. Contractor will not distribute information or otherwise communicate about this project. Contractor will instead present ideas and drafts for the city to evaluate, fact check, finalize and distribure. Contractor will not have access to city channels of communication. In addition, the city attorney has prepared a contract template for communication contractors with language addressing the creation and use of intellectual property. Approved by Risk Manager for this contract only: i -2 .:::> -/'j (Signature) (Date) H:\ WORD\Insurance\Admin Order #68 waiver modify insurance requirements.doc AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR PUBLIC OUTREACH AND INVOLVEMENT SERVICES FOR BLAKE NELSON OBA MY SAGE PR 1 is entered into and effective as of thed~ day of _µ~~.llJ!,,,0,11-1,,,l.-----' 20\ ~extending and amending the agreement dated August 27, 015 (th "Agreement") by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Blake Nelson dba My Sage PR, a sole proprietor, ("Contractor"). RECITALS A. On August 27, 2015, the Parties executed the Agreement for professional services of a public outreach and involvement consultant that is experienced in providing public information and communication services to government entities; B. The initial term of the Agreement was for three (3) years; and C. The Parties desire to extend and fund the Agreement for an additional period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year. The term of the Agreement now goes through August 27, 2019. 2. Section 3 of the Agreement is amended to increase the hourly rate from seventy- five dollars per hour ($75/hr) to ninety-five dollars per hour ($95/hr) for work performed following the effective date of this Amendment. 3. The total fee payable for the Services to be performed for this additional one year period shall not exceed seventy-five thousand dollars ($75,000.00). 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 5. All other provisions of the Agreement, as may have been amended from time to time, and not specifically amended or superseded by this Amendment, shall remain in full force and effect. 6. The individuals executing this Amendment 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 Amendment. Ill City Attorney Approved Version 1 /30/13 CONTRACTOR (sign here) Gk,.J<e ~~\.S'0J\ /h:)Q(\c)e1 (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: B~N'~Sr), 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Ucity~mey City Attorney Approved Version 1/30/13 2 ACORD8 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 08/01/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~ll'lll:~"' STATE FARM INSURANCE r.~~N.t ~-"· 858-679-2880 I FAX IA/C Nol: 858-798-9994 12396 World Trade Dr., Suite 113 E-MAIL ADDRESS: ~ San Diego, CA 92128 PRODUCER ',n,11. . INSURERISI AFFORDING COVERAGE NAIC# INSURED INSURER A: State Farm General Insurance Company 25151 Blake Nelson INSURER B: State Farm General Insurance Company 25151 OBA My Sage PR INSURERC: 2371 Spruce St INSURER D: Carlsbad, CA 92008 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE A ~ERAL LIABILITY X COMMERCIAL GENERAL LIABILITY 1--D CLAIMS-MADE ~ OCCUR 1--------------------------- GEN'L AGGREGATE LIMIT APPLIES PER: rxi POLICY n ~rR-r n LOC AUTOMOBILE LIABILITY 1--- 1---- 1-- - ANY AUTO All OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS UMBRELLA LIAB EXCESS LIAB DEDUCTIBLE RETENTION $ HOCCUR CLAIMS-MADE WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y / N ANY PROPRIETOR/PARTNER/EXECUTIVE D OFFICER/MEMBER EXCLUDED? !Mandatory In NH) ft yes, describe under <:Pl'rlAI ' h-•-••• ADDL1:,uaN io .. '2Di ..... n -NIA POLICY NUMBER ,:SM&~, ,:Shl%Wv, 90-CR-D519-7 03/09/2015 03/09/2019 LIMITS EACH OCCURRENCE UAMAUI:. TO t<t:.NTED PREMISES /Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS -COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident) $ $ $ $ $ $ s s BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) EACH OCCURRENCE AGGREGATE I WC STATU-I TORY LIMIT" E.L. EACH ACCIDENT IOTH-ER s $ $ s s $ $ $ E.l. DISEASE -EA EMPLOYEI $ E.l. DISEASE -POLICY LIMIT $ 2,000,000 5,000 1,000,000 4,000,000 4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Addltlonal Remarks Schedule, If more space Is required) The City of Carlsbad, its officials, employees and volunteers have been added to the policy as Additional Insured. CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE 1200 Carlsbad Village Dr POLICY PROVISIONS. Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I BRUCE HOFBAUER © 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD 1001486 132849.4 02-11-2010 / TW Policy No.: 90-CRD519-7 SECTION II ADDITIONAL INSURED ENDORSEMENT Policy No.: 90-CRD519-7 Named Insured: BLAKE NELSON OBA MY SAGE PR Additional Insured (include address): CITY OF CARLSBAD 1200 CARLSBAD VILLAGE DR CARLSBAD, CA 92008 FE-6609 ...... ,,... A UIIUHNCli, WHO IS AN INSURED, under SECTION II DESIGNATION OF INSURED, is amended to include as an insured the Additional Insured shown above, but only to the extent that liability is imposed on that Additional Insured solely because of your work performed for that Additional Insured shown above. Any insurance provided to the Additional Insured shall only apply with respect to a claim made or a suit brought for damages for which you are provided coverage. The Primary Insurance coverage below applies only when there is an "X" in the box. [8J Primary Insurance. The insurance provided to the Additional Insured shown above shall be primary insurance. Any insurance carried by the Additional Insured shall be noncontributory with respect to coverage provided to you. All other policy provisions apply. FE-6609 Printed in U.SA W AIYER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Kristina Ray, communications department (Name and Department) August 15, 2018 Date Proposed modification(s) to the PL requirement(s) for _M__,,_y_S_a_.g ..... e_P_R ________ _ (Type of insurance) (Name of contract) D Reduce coverage to the amount of C8J Waive coverage D Other: ------------------------------------- FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) 0S ignificance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. {explain] _______ _ 0S ignificance of Contractor: Contractor has unique skills and there are few if any alternatives. {explain: include number of candidates RFP sent to and number re!.ponded if applicable} ___________ _ C8'.!Contract Amount/Term of Contract: $75,000. Work will be completed over a period of 0Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ {explain]. C8'.!Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): The scope of work is primarily advisory in nature (developing recommendations, creating recommended language for materials, etc.). City staff has expertise to adequately evaluate contractor's recommendations, and staff can control the results of the project. Contractor will not distribute information or otherwise communicate about this project. Contractor will instead present ideas and drafts for the city to evaluate, fact check, finalize and distribure. Contractor will not have access to city channels of communication. In addition, the city attorney has prepared a contract template for communication contractors with language addressing the creation and use of intellectual property. ~r2J-(g (Signature) (Date) H :\ WORD\lnsurance\Admin Order #68 waiver modify insurance requirements.doc AGREEMENT FOR PUBLIC OUTREACH AND INVOLVEMENT SERVICES BLAKE NELSON DBA MY SAGE PR THIS AGREEMENT is made and entered into as of the e3.T^ day of P\UC{U^^ , 20 IS. by and between the CITY OF CARLSBAD, a municipal corporatiorv("City'^and Blake Nelson dba My Sage PR, a sole proprietor, ("Contractor"). RECITALS A. City requires the professional services of a public outreach and involvement 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 public information and communication services for 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 herein. 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 The term ofthis Agreement will be effective for a period ofthree (3) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. 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. 3. Compensation The total fee payable for the Services to be performed during the initial Agreement term will not exceed seventy-five thousand dollars ($75,000) per agreement year. The hourly rate for this contract is seventy-five dollars per hour ($75/hr). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 4. 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 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 the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax City Attorney Approved Version 1.2014 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 the City's election. City may deduct the indemnification amount from any balance owing to Contractor 5. Ownership of Work(s). Excepting such items which are specifically identified by Contractor as proprietary trade secrets, any and all sketches, drawings, tracings, images (whether still or moving), audio sounds, recordings, notes, computations, writings, and other materials and documents (collectively "Work(s)") prepared by Contractor in the performance of this Agreement shall be the property of City from the moment of their preparation, and Contractor shall deliver such materials and documents to City, upon request. Contractor shall have the right to make duplicate copies of such materials and documents for its own file or for other purposes the City may agree as to in writing. 6. Titles and Copyright Assignment. Contractor and City intend this to be an Agreement for Services and each considers the deliverable product (Work) and results of the Services to be rendered by Contractor hereunder to be a work made-for-hire. Contractor acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City. If for any reason the Work would not be considered a work made-for-hire under applicable law. Contractor does hereby sell, assign, and transfer to City, its successors and assigns, the entire right, title and interest in and to the copyright in the Work and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. If the Work is one to which the provisions of 17 U.S.C. 106A apply, the Contractor hereby waives and appoints City to assert on the Contractor's behalf the Contractor's moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for City purposes. Contractor agrees to execute all required documents and to perform such other proper acts, as City may deem necessary to secure for City or its designee the rights herein assigned. 7. Indemnification for Intellectual Propertv Infringement. Contractor agrees to defend, indemnify and hold harmless City, its elected officials, employees and agents from and against any claim, action, proceeding, liability, loss, damage, cost or expense, including, without limitation, reasonable attorneys' fees, as provided herein, arising out of any claim that the Contractor's Works, products, services and/or deliverables, or any part of them, infringes upon or otherwise violates any copyright, trade secret, trademark, service mark, patent, invention. City Attorney Approved Version 1.2014 proprietary information, or other rights of any third party, or that City's use of them othenwise violates this Section [collectively referred to for purposes ofthis Section as "Infringement Claims(s)"], by paying all amounts that a court finally awards or that Contractor agrees to in settlement of such Infringement Claim(s), as well as any and all expenses or charges arising from such Infringement Claim(s), including reasonable attorneys' fees, as they are incurred by City or any other party indemnified under this Section. City also agrees that, if the use or operation of the Contractor's Works, products, services and/or deliverables, or any part of them, becomes, or in Contractor's opinion is likely to become, the subject of an Infringement Claim(s), City will permit Contractor, at Contractor's option and expense for all associated costs, either to procure the right for City to continue to use Contractor's Works, products, services and/or deliverables, or part thereof, or to replace or modify them with another item of comparable quality and performance capabilities to become non-infringing, provided such replacement or modification does not cause the product, services and/or deliverables, or any part thereof, to fail to comply with any of the requirements of this Agreement, including but not limited to, all functionality, technical specifications and performance warranties. In the event City's ongoing use of Contractor's Work's, products, services and/or deliverables, or any part of them, is the subject of any act by a third party arising from an Infringement Claim that would preclude or impair City's use of Contractor's Works, products, services and/or deliverables (e.g., injunctive relief), or if City's continued use of them may subject it to punitive damages or statutory penalties, City shall give written notice to Contractor of such fact(s). Upon notice of such facts, Contractor shall procure the right for City to continue to use the Works, products, services and/or deliverables, or part thereof, or replace or modify the Works, products, services and/or deliverables of comparable quality and performance capabilities to become non-infringing. If Contractor fails to complete the remedial acts set forth above within forty-five (45) calendar days of the date of the written notice from City, City shall have the right to take such remedial acts it determines to be reasonable to mitigate any impairment of its use of Contractor's Works, products, services and/or deliverables or damages (hereafter referred to as "City's Remedial Acts"). Contractor shall indemnify City for all amounts paid and direct and indirect costs associated with City's Remedial Acts. Failure by Contractor to pay such amounts within ten (10) calendar days of invoice by City shall, in addition to and cumulative to all other remedies, entitle City to immediately withhold payments due Contractor under this Agreement up to the amount paid in connection with City's Remedial Acts. 8. Indemnification - General. Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein caused in whole or in part by any willful misconduct or negligent act or omission ofthe Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation 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. City Attorney Approved Version 1.2014 9. 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-:VH"; 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. Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the 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 ofthe 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 the City as an additional insured. 10.1.1 Commercial General Liabilitv Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. Ifthe submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. 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 Liabilitv. 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 underthis Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life ofthe 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. City Attorney Approved Version 1.2014 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 • Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents or subcontractors. Should It be determined that disclosure Is required. Contractor or Contractor's employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. 12. 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. 13. Termination. In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail and/or U.S. 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 ofthe Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 14. 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 City Attorney Approved Version 1.2014 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 attorney's 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. 15. Venue and Jurisdiction. 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. 16. 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. 17. 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. 18. 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. 19. 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 ofthis Agreement. CONTRACTOR (Sign here) UKJcUo-a, f^u^c^cn- By: (e-mail address) CITY OF CARLSBAD, a municipal corporation of the State of California (Print name/title) City Manager ar Mayop bW\Ce .^\e^S^ eJ^y^'^-Z^^-^'^ Kathryn B. Dodson, Interim (e-mall address) ^By: (Sign here) ATTEST: BARBARA ENGLESON (Pnnt name/title) City Clerk ILESON lyf ( / City Attorney Approved Version 1.2014 If required by City, proper notarial acknowledgment of execution by contractor must be attached. ILi 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. APPROVED AS TO FORM: CELIA A. BREWEB, City,Attorney Bv: , 5^ ^fetant City AttorriBy- City Attorney Approved Version 1.2014 EXHIBIT "A" SCOPE OF SERVICES 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 manager or community relations manager. Other Considerations All works submitted to and accepted by the city must be an original piece created by the contractor. All works submitted by the Contractor must be in standard U.S. English and adhere to the City of Carlsbad Writing Style Guide. All works must be submitted in Microsoft Word format and include a headline pertaining to the work in bold. The work should appear in a non-bolded Calibri, 12 point font. Contractor's submissions to the city may not contain profanity, erotica or pornography and/or the Contractor's personal racial, political or religious views. 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. Total (not to exceed): $75,000 City Attorney Approved Version 1.2014