Loading...
HomeMy WebLinkAboutDeltawrx LLC; 2019-06-13;AGREEMENT FOR CAD PROJECT MANAGEMENT SERVICES DELTAWRX, LLC THIS AGREEMENT is made and entered into as of the \ ~ day of ½, .. /\sL , 20..t:L__, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and DEL TAWRX, LLC, a consulting company, ("Contractor"). RECITALS A. City requires the professional services of a CAD Project Manager that is experienced in project management services for the acquisition and implementation of a Computer Aided Dispatch (CAD) for police services. B. Contractor has the necessary experience in providing professional services and advice related to CAD project management. 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 attached Exhibit "A" and Exhibit "B", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor may be requested by City to perform additional services outside the scope of the proposal included as Exhibit A. In such event, Contractor will prepare an estimate of the time and fees to complete the work. Contractor shall not initiate any additional work without the authorization of City. Additional consulting services will be based upon Contractor's then current standard hourly rates. 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 twenty-four (24) months from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one-year period 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. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. Contractor shall not be held liable for delays in the project caused by City's failure to perform its obligations in a timely manner. City Attorney Approved Version 6/12/18 June 11, 2019 Item #9 Page 7 of 17 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be three-hundred twenty-five thousand one hundred eighty-two dollars ($325,182). The fee is a fixed fee. The fee is based on thirty-three tasks over five phases as identified in Exhibit "A." Each task has an assigned price. 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". Payments shall be made within forty-five (45) days after the receipt of the statement from Contractor. 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 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 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. 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 The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION 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 by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 June 11, 2019 Item #9 Page 8 of 17 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. 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 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 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 the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & 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: 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. City Attorney Approved Version 6/12/18 3 June 11, 2019 Item #9 Page 9 of 17 10.2.3 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 three (3) 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. 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. For City Name Javier Ruiz Title Public Safety IT Manager Department _P_o_lic_e _______ _ City of Carlsbad 4 For Contractor Name Brian Hudson Title Partner Address 21700 Oxnard Street Ste 530 Woodland Hills, CA 91367 City Attorney Approved Version 6/12/18 June 11, 2019 Item #9 Page 10 of 17 Address 2560 Orion Way Carlsbad, CA 92010 Phone No. (760) 931-2176 Phone No. (818) 227-9300 Email bhudson@deltawrx.com 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. The Contractor shall report investments or interests in all categories. YesD NoX 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. 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. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 20. 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 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 City Attorney Approved Version 6/12/18 5 June 11, 2019 Item #9 Page 11 of 17 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. 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. 21. 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. 22. 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 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. 23. JURISDICTION AND VENUE 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be bind ing 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. City Attorney Approved Version 6/12/18 6 June 11, 2019 Item #9 Page 12 of 17 25. 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. 26. 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. CONTRACTOR By: ~re) (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor ATTEST: ~ 1~( 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: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 7 June 11, 2019 Item #9 Page 13 of 17 APPROVED AS TO FORM : CELIA A. BREWER, City Attorney BY: ------=/(d_. C--i __ _ Assistant City Attorney City Attorney Approved Version 6/12/18 8 June 11, 2019 Item #9 Page 14 of 17 City of Carlsbad, California Cost Proposal to Provide: CAD Project Management Services RFP No. 19-15 January 31, 2019 June 11, 2019 Item #9 Page 15 of 17 Cost Proposal to Provide CAD Project Management Services Cost Proposal City of Carlsbad California DELTA \WX is pleased to submit our cost proposal to provide th e City with consulting services for this engagement. \Ve have presented our proposed costs and fee structure to perform the services described in the City's RFP in Figure 1 below. Our fees are inclusive of all administrative, travel, report production and related expenses. Figure 1 -Proposed Fee Structure . ,-~,; ,: · .. CAD Acquisition and lmpleme~t~tio.; ;. · : , , · -.. : Task iPhase One -CAD Needs Assessment 1 Lead/Attend A ll Project Meetings 2 Hold Project P lanning Meeting 3 Conduct Project Kickoff Meeting 4 Review Background Materials 5 Conduct Interviews and Observe Operations 6 Conduct Ride-Alongs and Obse,-ve Operations 7 Assess CLUTent Envirorunent Phase One Subtotal Phase Two -RFP Development I 8 Document Functional Requirements 9 Review and Finalize Functional Requirements 10 Develop RFP 11 Release RFP 12 Prepare Selection Criteria Phase Two Subtotal ,Phase Three -Proposal Evaluation and Vendor Selection 13 Identify an Evaluation Committee 14 Prepare Evaluation Plan 15 Facilitate Pre-Proposal Conference 16 Assist with Proposal Evaluation 17 Facilitate Vendor Demonstrations, Reference Checks and Site Visits 18 Request Best and Final Offers 19 Analyze Cost Proposals 20 Assist with Recommendation of Most Qualified System Provider Phase Three Subtotal -------------- ----------- I Phase Four-Contract Development and Contract Negotiations 21 Develop Contract Negotiation Team 22 Develop·Contract Negotiation Strategy 23 Assist ,vith Contract Negotiations Phase Four Subtotal :Phase Five -System Implementation -----------r 24 Hold Implementation Kickoff Meeting 25 Provide Project Coordination and Oversight 26 Monitor Project Risks 27 Perform a Network Analysis and Supply Ongoing Technical Expertise 28 Oversee Data Conversion 29 Oversee System Configuration 30 Supervise System Acceptance Testing 31 Support Training Efforts 32 Conduct Tra·nsition Planning Meetings and Support Cutover 33 Conduct Post-Implementation Review Phase Five Subtotal Total 120 4 12 8 64 24 40 272 56 56 48 12 10 182 4 24 12 104 72 24 40 32 312 - 2 24 104 130 - 12 48 48 72 72 76 100 56 96 40 620 1,516 $ 25,740 $ 858 $ 2,574 $ 1,716 $ 13,728 $ 5,148 $ 8,580 $ 58,344 $ 12,012 $ 12,012 $ 10,296 $ 2,574 $ 2,145 $ 39,039 I $ 858 $ 5,148 $ 2,574 $ 22,308 $ 15,444 $ 5,148 $ 8,580 $ 6,864 $ 66,924 I -------- $ $ $ $ I - $ $ $ $ $ $ $ $ $ $ $ $ 429 5,148 22,308 27,885 --- 2,574 10,296 10,296 15,444 15,444 16,302 21,450 12,012 20,592 8,580 132,990 325,182 January 31, 2019 Page 1 June 11, 2019 Item #9 Page 16 of 17 Cost Proposal to Provide CAD Project Management Services City of Carlsbad California It is our policy to perform the proposed services for a firm, fixed fee, and DELTA \v'RX will not issue change orders unless the City desires a major change to the proposed scope of work ( e.g. addition of a new phase). Our firm-fixed fee approach enables our team to provide the contracted deliverables without being bound by stipulations for billable hours or travel, while providing our clients ·with the peace-of-mind that our fees ,vill remain fixed for the duration of our engagement. Our project teams routinely make extra trips on-site, conduct additional interviews and submit multiple draft revisions to ensure the completeness and accuracy of our deliverables. \Ve believe the flexibility and unparalleled customer service afforded by this approach outweigh the financial risk we assume. In accordance with the requirements set forth in the City's RFP, DELTA \VRX will submit itemized monthly invoices in a format approved and accepted by the City. If you have any questions, please contact me or l'vfichael Thayer at (818) 227-9300. W'e look forward to working with you on this most important assignment. Very truly yours, Brian Hudson Partner January 31, 2019 Page 2 June 11, 2019 Item #9 Page 17 of 17 ACORD@ CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) ~ 4/18/2019 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(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). PRODUCER NAM¥:'~' Monica Gomez The Liberty Company Insurance Brokers Inc PHONE (949) 777-0573 I FAX IA/C No Extl: IAIC, Nol: 111 Pacifica Suite 230 E-MAIL mgomez@libertycompany.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # Irvine CA 92618 INSURER A: Valley Forqe Ins Co 20508 INSURED INSURER B: Continental Casualty Company 20443 DELTAWRX, LLC INSURER C :Hartford Ins Gm (Multi Insurers) 00914 DBA: DELTAWRX INSURER D: Philadelphia Indemnity Ins . Co. 18058 21700 Oxnard Street Ste 530 INSURER E :North American Capacity Ins. Co. 25038 Woodland Hills CA 91367-7564 INSURER F: COVERAGES CERTIFICATE NUMBER: 18-19 Master 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 ,,,on ""m POLICY NUMBER IM MIDD/YYYYl IMM/DDIYYYYl LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s 2,000,000 r---~ CLAIMS-MADE w OCCUR DAMAGE TO RENTED A PREMISES /Ea occurrence) s 300,000 r--- X 6011539880 6/25/2018 6/25/2019 MED EXP (Any one person) s 10,000 r--- PERSONAL & ADV INJURY s 2,000,000 r--- GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4,000,000 ~ □ PRO-□LOC 4,000,000 POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT s 1,000,000 /Ea accIdentl ~ ANY AUTO BODILY INJURY (Per person) s A >---ALL OWNED SCHEDULED 6011539880 6/25/2018 6/25/2019 BODILY INJURY (Per accident) s AUTOS AUTOS >---NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per acc1dentl s >---s X UMBRELLA LIAB M OCCUR EACH OCCURRENCE s 3,000,000 - B EXCESS LIAB CLAIMS-MADE AGGREGATE $ 3,000,000 DED I X I RETENTION $ 10 I 000 6011539913 6/25/2018 6/25/2019 $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS" LIABILITY X STATUTE ER YIN ANY PROPRIETOR/PARTNER/EXECUTIVE □ EL. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? NIA C (Mandatory in NH) 5 7WECGD8504 4/1/2019 4/1/2020 E.L. DISEASE-EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT $ 1,000,000 D Professional Liability PHSD1358542 6/25/2018 6/25/2019 Ea cla1rn/Agg L1m1t $2,000,000 $25K/claim ded E Cyber:3rd party & 1st party C-4LPY-014053-CYBER-2018 09/28/2018 09/28/2019 L1m1I/Agg L1m1t S2,000,000 $SK Retention DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Operations of named insured. Certificate holder is named as additional insured for General Liability, per form SB146932F 06/16 on a primary and non contributory basis. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Carlsbad Police Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2560 Orion Way ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92010 AUTHORIZED REPRESENTATIVE MonLCcl I G,_~me 2 /L"]LEE '-11--:1.--:... ~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) INS025 (2014011 The ACORD name and logo are registered marks of ACORD = ~NA SB146932F (Ed. 6-16) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured -Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1. Prima!}'. -Noncontributo!Y Qrovision 2. Definition of "written contract." II. Liabilitl{ Extension Coverages A. Bodill{ lnju!Y -ExQanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal ReQresentatives and SQouses D. Legal Liabili!ll -Damage to Premises E. Personal and Advertising lnju!}'. -Discrimination or Humiliation F. Personal and Advertising lnju!}'. -Broadened Eviction G. Waiver of Subrogation -Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED -BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; SB146932F (6-16) Page 1 of 7 Copyright. CNA All Rights Reserved. ~NA SB146932F (Ed. 6-16) e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. 8. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract.": 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract"; b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. SB146932F (6-16) Page 2 of 7 Copyright, CNA All Rights Reserved. b. Co-owner of Insured Premises SB146932F (Ed. 6-16) A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury", "property damage" or "personal and advertising injury" as co-owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury" as grantor of a franchise to you. d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: SB146932F (6-16) Page 3 of 7 (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or Copyright, CNA All Rights Reserved. SB146932F (Ed. 6-16) (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract", we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization .whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury" cause by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury", "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products-completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A. and B. above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: a. Is currently in effect or becomes effective during the term of this policy; and b. Was executed prior to: SB146932F (6-16) Page 4 of 7 Copyright. CNA All Rights Reserved. = = --- (1) The "bodily injury" or "property damage"; or (2) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. II. LIABILITY EXTENSION COVERAGES SB146932F (Ed. 6-16) It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily Injury -Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. 8. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager. if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named lnsured's business. D. Legal Liability-Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of SB146932F (6-16) Page 5 of 7 Copyright, CNA All Rights Reserved. ~NA SB146932F (Ed. 6-16) such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D - Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products-completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. E. Personal and Advertising Injury -Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or SB146932F (6-16) Page 6 of 7 Copyright, CNA All Rights Reserved. - SB146932F (Ed. 6-16) (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16) Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury -Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising Injury -Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. G. Waiver of Subrogation -Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. -SB146932F (6-16) Page 7 of 7 Copyright, CNA All Rights Reserved.