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HomeMy WebLinkAboutJPW Communications LLC; 2018-08-08;AMENDMENT NO. 1 TO EXTEND AND AMEND THE AGREEMENT FOR PUBLIC OUTREACH AND INVOLVEMENT SERVICES JPW COMMUNICATIONS, LLC This Amendment No. 1 is entered into and effective as of the clJ-. ~ay of _.::..,_.........,...__"'-'......,...,,_,..·"lo.-----' 20fl, extending the agreement dated January 21, 2016 (the "Agreement") by a d tween the City of Carlsbad, a municipal corporation, ("City"), and JPW Communications, L , an LLC, ("Contractor") (collectively, the "Parties") for public outreach and involvement services; and RECITALS A. On January 21, 2016, the Parties executed the Agreement to provide public outreach and involvement services; and B. The Parties desire to extend the Agreement for a period of one year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on January 21, 2020. The contract amount is increased from an amount not to exceed ninety thousand ($90,000.00) per year on a time and materials basis to an amount not to exceed ninety-eight thousand dollars ($98,000.00) on a time and materials basis for this agreement year and shall be billed at the new hourly rates of President/Principal-in-Charge Senior Communications Manager Chief Content Officer Art Director Administrator Coordinator $175 per hour $150 per hour $125 per hour $100 per hour $85 per hour 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill Ill Ill City Attorney Approved Version 1/30/13 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR CARLSBAD, a municipal n of the State of California By:·~__:._ . ~~ By: ATTEST: By: '~ 1 /) /V?d -__ . -\~ CurYlo 0.& !(m'/IL~ ~ (si~n h~re) IJaf!:_~RBARA ENGLESON Je,lAvufcv-W1wllc/lMtlviat,I "\I\AC{'Vv~(f c,ty Clerk (print n~e/titleP :;} 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: City Attorney Approved Version 1/30/13 2 ACORD8 CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYYI ~ 1/8/2019 Policy Number: Date Enteredl/8/2019 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 pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(&). PRODUCER i.Xi.e:~"' Hadley Wood ____ H. Linwood Insurance ~~.\;,Pril• (760)720-4632 -•rn• ... 1 FAX ·•--.-----------· --- 4021 Layang Layang Circle j IAICJ!!l:_ (760) 720-0574 __ l~iu,.~-~?!~y@hlinwood-ins\l_~a~~!_:_C::.om Ste H ···~------· _____ INSURER(S) AFFORDING COVERAGE ___ NAIC# Carlsbad, CA 92008 INSURER A: Hiscox Insurance __ Company ________ --··-···--·--------"""~---·····-··-·---·-----··---.. ----··--·---· INSURED JPW Communications LLC _ INSURER B : ___ -----------· -·------------·-··-··· ·------,s -----~ ··--~---. ---- _INSURER_<;_: _______ ----------------.... ----1-----··--2710 Loker Avenue w _i.lSIJ_R_E!! D :_ #210 -·-~--------·-------«-·····-·-.-s"· l Carlsbad, CA 92010 i!'!SUR_E!I_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. NOl'WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT 11111TH RESPECT TO WHICH THIS CERTIFICATE PM.Y BE ISSUED OR PM.Y 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. ti::r-·--~~--·--···-----·-•--------. POLICYEFF. POUCYEXP ··------·--· --. -... ·--------· ------... - TYPE OF INSURANCE POLICY NUMBER IMM/00/YYYYI IMM/00/YYYYI LIMITS A l.X COMMERCIAL GENERAL UABIUTY EACH OCCURRENCE s2,ooo,ooo ~] CLAIMS-MADE ~ OCCUR X "WiW.'G'ET07IDITf:l5 ___ I---····------------------·-··--- UDC-2220435-BOP-18 04/04/2018 04/04/2019 . PREMISESJEa OCOJrrencej___. s 100,000 -----------·-··-··--- ...... --·-----I ~DEXP (Any one_personL _; S 5 ,_000 _ --------- ... ·····---···--·-------·-·--------·----i PERSONAL & ADV INJURY sO . -· ,------·---·--·--· ... / i GEN'L AGGREGATE LIMIT APPLIES PER ' GENERAL AGGREGATE s4,000,000 [~ POLICY r·· ··1 j~T □ LOC : --------· ----·. ---·-. ··---·-·•·o,·--·-·-.. ------··-·--- PRODUCTS· COMP/OP AGG s2,ooo,ooo i ·-·--•-----··---··--· . --. ·-_ _, __ --·--------·· .. -----I OTHER $ AUTOMOBILE LIABILITY t,INC,Lt LIMII sincluded _ (Ea acx:idenJL. .. ----~·------······-----A l ANY AUTO UDC-2220435-BOP-18 04/04/2018 04/04/2019 BODILY INJURY (Per person) $ .... OWNED . ~ SCHEDULED ----~----~ ·-------·--~----~--·---·• ------··-- 'AUTOS ONLY AUTOS ~~~~;~~~:v;;~accidenl)~ :--_ ~--------·-------~ HIRED X NON-OWNED AUTOS ONLY AUTOS ONLY I (!:'!L!l_ceidenl) ... _____ j ______ ····--····----------I i i$ : .. __ j UMBRELLA LIAS □ OCCUR I EACH OCCURRENCE ----~ $ -----·--------·-··-----.. --·· -: EXCESS LIAB CLAIMS-MADE r-~C.,GR§_(,AfE: .. -+~~~T1;~~;~TION s ------.. i$ . ·-·-. ----. ,. -I r; I WORKERS COMPENSATION ! ~~f TUTE ! ur· ANO EMPLOYERS' LIABILITY YIN ..... .J __ ............ L ....... ----- ANY PROPRIETOR/PARTNER/EXECUTIVE □ NIA E.L. EACH ACCIDENT .. $ ............. -......... OFFICER/MEMBER EXCLUDED? 1------·--· ·-·---···•------·-·--~---------· fM1ndltory In NH) E L DISEASE · EA EMPLOYEE _L J ~s, desctibe under --·-----·-··-···---........ ·-·----~---····••""----· D SCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIMIT $ A Professional UDC-2220435-E0-18 04/0V2018 04/04/2019 Each Claim i 1,000,000 Liability (E&O) i I Aggregate I 1,000,000 ! ! / DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Addlllonal R1marlc1 Schoctule, may be 11tached If more apace lo requlrad) Marketing ' Coman.mica tions The City of Carlsbad, its officials, employees and volunteers are named Additional Insured with respect to liability arising out of activities performed by or on behalf of the Named Insured. 30 Days written Notice of Cancellation to Certificate Holders; 10 Daya notice of Cancellation for non-payment. CERTIFICATE HOLDER CANCELLATION City of Carlabad/OdND 1635 Faraday Ave SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Carlsbad, CA 92008 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUffiOR~DR~4- Hadley Wood © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Produced usino Forms Boss Plus software. www.FormsBoss.com: lmDressive Publishino 800-208-1977 GENERAL LIABILITY CG 20260704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: GENERAL LIABILITY COVERAGE PART POLICY NUMBER: UDC-2220435-BOP-18 ENDORSEMENT EFFECTIVE : 01/01/2019 NAMED INSURED: JPW Communications LLC COUNTER SIGNED BY: fo~r ~~ SCHEDULE Name of Person(s) or Organization(s): The City of Carlsbad, its officials, employees and volunteers Location(s): 1635 Faraday Ave, Carlsbad, CA 92008 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A Section II -Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only to the extent that the person or organization shown in the Schedule is held liable for your acts or omissions arising out of your ongoing operations performed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to "bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection INith such work, on the project (other than services, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed: or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. The words "you" and" your" refer to the Named Insured shown in the Declarations. CG 20 260704 D. The following are added to SECTION V -DEFINITIONS: "Your work" means work or operations performed by you or on your behalf; and materials, parts or equipment furnished in connection with such work or operations. E. The following additional provisions apply to any entity that is an insured by the terms of this endorsement: 1. Primary Wording Page 1 of 2 With respect to the Third Party shown above, this insurance is primary and non-contributing. Any and all other valid and collectable insurance available to such Third Party in respect of work performed by you under written contractual agreements with said Third Party for loss covered by this policy, shall in no instance be considered as primary, co-insurance, or contributing insurance. Rather, any such other insurance shall be considered excess over and above the insurance provided by this policy. 2. Waiver of Subrogation If required by written contract or agreement: We waive any right of recovery we may have against an entity that is an additional insured per the terms of this endorsement because of payments we make for injury or damage arising out of "you v.ork" done under a contract with that person or organization. CG 20 26 07 04 Page 2 of 2 THE~ HARTFORD City of Carlsbad, CA THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 1635 FARADAY AVE CARLSBAD CA 92008-7314 Account Information: I Policy Holder Details : I JPW COMMUNICATIONS LLC May 24, 2018 ,e 'it Contact Us Business Service Center Business Hours: Monday -Friday (7AM -7PM Central Standard Time) Phone: (877) 287-1312 Fax: (888) 443-6112 Email: agency.services@thehartford.com Website: https://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTR005 AC~ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) "---'"" 05/24/2018 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 policy(ies) must be endorsed. If SUBROGATIONIS 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: PAYCHEX INSURANCE AGENCY INC/PAC PHONE (877) 287-1312 IFAX (888) 443-6112 (A/C, No, Ext): (A/C,No): 76250881 E-MAIL 150 SAWGRASS DRIVE ADDRESS: ROCHESTER NY14620 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: The Hartford Casualty Insurance Company 29424 INSURED INSURER B: JPW COMMUNICATIONS LLC INSURERC: 2710 LOKER AVE W STE 210 INSURER D: CARLSBAD CA 92010-6646 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. INS~ TYPE OF INSURANCE ADDL SUB~ POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD •v COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE -D CLAIMS-MADE □OCCUR DAMAGE TO RENTED 1-- ln□cou~c~ /<Co ___ ., ____ MED EXP (Any one person) 1-- PERSONAL & ADV INJURY 1-- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE Fl □PRO-□ POLICY• JECT LOG PRODUCTS -COMP/OP AGG OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT '"" ---'"··" t-- ANY AUTO BODILY INJURY (Per person) -ALL OVVNED -SCHEDULED BODILY INJURY (Per accident) t--AUTOS -AUTOS HIRED AUTOS NON-OVVNED PROPERTY DAMAGE AUTOS (Per accident) t--- UMBRELLA LIAB H OCCUR EACH OCCURRENCE -EXCESS LIAB CLAIMS-MADE AGGREGATE DED I I RETENTION $ WORKERS COMPENSATION X l~~fTUTE I 1u - AND EMPLOYERS' LIABILITY ER Y/N EL EACH ACCIDENT $1,000,00( A ANY PROPRIETOR/PARTNER/EXECUTIVE C -76 WEG AB3NSL 05/16/2018 05/16/2019 N/A EL DISEASE -EA EMPLOYEE $1,000,000 OFFICER/MEMBER EXCLUDED? I---(Mandatory In NH) EL DISEASE -POLICY LIMIT $1,000,000 If ves, describe under DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more space Is required) Those usual to the lnsured's Operations. CERTIFICATE HOLDER CANCELLATION CITY OF CARLSBAD, CA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE 1635 FARADAY AVE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CARLSBAD CA 92008-7314 AUTHORIZED REPRESENTATIVE 6~£Caa~ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ASSIGNMENT AND ASSUMPTION AGREEMENT FOR PUBLIC OUTREACH AND INVOLVEMENT SERVICES THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is made and entered into this ;Et-th day of 0 e~ QA f20B, by and between the CITY OF CARLSBAD, a political subdivision of the State of alifornia ("City"), Jenny Windle OBA JPW COMMUNICATIONS, a sole proprietor in California, ("Assignor") and JPW COMMUNICATIONS, LLC, an LLC in California, ("Assignee"), and is made with reference to the following facts: RECITALS A. On January 21, 2016, the City and Assignor entered into that certain Professional Services Agreement concerning the professional services of a public outreach and involvement consultant experienced in providing public information and communication services to government entities, (the "Agreement"). B. Paragraph 16 of the Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of the City. C. Assignor desires to assign its interest in the Agreement to Assignee. Further, Assignee desires to accept assignment of Assignor's interest in the Agreement and City consents to the assignment of the interest in the Agreement from Assignor to Assignee. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth herein, the parties hereto agree as follows: 1. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and obligations as set forth in the Agreement. 2. Assumption. Assignee hereby assumes all of Assignor's rights and obligations as set forth in the Agreement. 3. City Consent. City hereby agrees and consents to the assignment of all of Assignor's rights and obligations as set forth in the Agreement to Assignee. 4. General Terms and Conditions. In addition to the terms and conditions contained in the Agreement, the following general terms and conditions shall apply to this Assignment Agreement. 4.1 Hold Harmless. In addition to the hold harmless provisions contained within the Agreement, and except as to the sole negligence, or willful misconduct of City, Assignee shall defend, indemnify and hold the City, its officers and employees, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorneys' fees, which arises out of or is in any way connected with this Assignment Agreement, notwithstanding that City may have benefitted from this Assignment Agreement. The hold harmless provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Assignee. The parties expressly agree that this section shall survive the expiration or early termination of this Agreement. 4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same 1 City Attorney Approved 07/11/16 instrument. 4.3. Successors and Assigns. It is mutually understood and agreed that this Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective successors. Neither this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of City. 4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. 4.5. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 4.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows: City: Assignor: Assignee: City Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Jenny Windle OBA JPW COMMUNICATIONS 2710 Loker Avenue West, Suite 210 Carlsbad, CA 92010 JPW COMMUNICATIONS, LLC 2710 Loker Avenue West, Suite 210 Carlsbad, CA 92010 4.7. Nondiscrimination. During the term of this Assignment Agreement, the parties shall comply with the state and federal laws regarding non-discrimination. 4.8 Authority. The parties executing this Assignment Agreement on behalf of City, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions hereof. 4.9 Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Assignment Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect. 4.10 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. 2 City Attorney Approved 07/11/16 ASSIGNOR: JENNY WINDLE DBA JPW COM"".-.. .... u.: IONS *By: **By: (sign here) (print name/title) ASSIGNEE: JPW COMMUNICATIONS LLC *By:';><M//~ ~~«IZL~ ~RBARA ENGLESON {) -ity Clerk tr-(signhere_) ___ _ JtM.W:ftr \J\A\J\d\e, If (U(dtv\r ~ \MtuAtt~ l 1 V\I\ \fv\~\d r (print name/title) • ------0 0 **By: I/'-{,._ (sign here) (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. 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. BREW 3 City Attorney Approved 07/11/16