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Madaffer Enterprises Inc; 2018-03-28;
AMENDMENT NO. j_ TO AGREEMENT FOR STRATEGIC CONSULTING AND ADVOCACY SERVICES MADAFFER ENTERPRISES, INC. This Amendment No. 1 is entered into and effective as of the ?\ ~~ay of June, 2018, amending the agreement dated March 28, 2018 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Madaffer Enterprises, Inc., a California Corporation ("Contractor") (collectively, the "Parties"). RECITALS A. The Parties desire to alter the Agreement's scope of work to prepare a Carlsbad Smart and Connected City Strategic Plan; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. 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 THIRTY-EIGHT THOUSAND TWO HUNDRED THIRTY dollars ($38,230.00). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" in an amount not to exceed THIRTY-EIGHT THOUSAND TWO HUNDRED THIRTY dollars ($38,230.00). Contractor wi ll provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by March 27, 2019. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. 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. 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. II II City Attorney Approved Version 9/27/16 1 CONTRACTOR By: ·-.--.~ c:::-::z. ~ fr ---• (sign here) ::3~ meoe,~e,. / pg.4t:!::,.~<i: ,-.::,, (print name/title) (sign here) =m~ (' (c_f\Ft, / Q,,,T2-Q (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: 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) sign ing to bind the corporation. APPROVED AS TO FORM: CELIA A BREWER, City Attorney BY: _V/M~L __ Assistant City Attorney City Attorney Approved Version 9/27/16 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE General • Conduct one on-site kick-off meeting with city project team. • Participate in weekly phone calls with city representative. • Conduct monthly update meetings with city project team. • Provide monthly written status reports to city project team. Phase 1 -Review and engage June 1 -July 20 (7 weeks) • Gather information on the city's existing smart city initiatives, resources, policies and plans. • Identify and educate city on best practices in smart city strategic planning. • Identify internal and external target audiences for engagement through workshops, focus groups and interviews. • Plan and execute a series of internal and external workshops, focus groups and interviews. • Review and synthesize existing data from resident and department surveys and public comments. Phase 2 -Draft and Refine July 20 -September 7 (7 weeks) • Identify community and organizational priorities based on data collected and input received, technical feasibility, cost effectiveness, contingencies, etc. • Develop a Carlsbad Smart & Connected City Strategic Plan, including, but not limited to the following elements: o Executive Summary o Vision/Goals/Objectives o Community Engagement Process o Policy Framework (Current & Future): Governance, Data Privacy & Cybersecurity o Risk Identification and Mitigation Strategies o Data Collection, Management & Integration Strategies o Current Carlsbad loT Applications and Outcomes o Emerging loT Applications and Outcomes o Implementation Strategies & Recommendations o Timeline o Cost & Budget Estimates o Funding Strategies o Public, Private and Nonprofit Partnership Opportunities o Metlics for Success (Outcome Targets) • Work with city staff to refine the plan through multiple iterations, as needed. Phase 3 -Prepare to activate September ?-October 5 (4 weeks) • Design final document and presentation slides. • Develop marketing materials. · • Host at least two strategic plan presentations and/or training sessions for city staff. • Attend Publicly present strategic plan to City Council. City Attorney Approved Version 9/27/16 3 FEES AND EXPENSES The total cost of services and expenses will not exceed $38,230 annually. • Fees for Professional Services will be billed in an amount not to exceed $8,500 per month. • Expenses will be billed for FPPC filling and travel outside San Diego County only. o FPPC filing expense will not exceed $350 per year and will be billed at $75 per quarter, plus an initial filing fee of $50 per legislative session. o Actual travel expenses for City requested and pre-approved travel outside San Diego County not to exceed $2,000 per year. ·' ~-- City Attorney Approved Version 9/27/16 4 AE_!!,,Rll CERTIFICATE OF LIABILITY INSURANCE I DA TE (IIIIIDDIYYYY) 03/0&'2018 THIS CERTIACATE 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.ADDm0NAL INSURED, the pollcy(lell) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pollclee may require an endorsement A statement on this certificate don not confer rights to the certificate hokf11r In lieu of such endoNement(s). PRODUCl!R ~·-· e: Automatic Data Procenlng Insurance Agency, Inc. r.t'~.,-,~Nol: 1 Adp Boulevard ~-. Roseland, NJ 07088 AFFORDIMO COVERAOB NAJC• INIURER A : Hlftford Fire laaarmce Company 1i682 INSURED IIADAFFER ENTERPRJSES INC INIURERB: OBA: IIADAFFER ENTERPRISES INC INSURERC: 1620 5TH A VE SUITE 400 INSURERD: San Diogo, CA 92101 INSURER E: IHIURERF: COVERAGES CERTIACATE NUMBER; 849389 REVISION NUEER: n-tlS IS TO CERTIFY TI-IAT THE POLICIES OF INSURANCE LISTED BB.OW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR n-tE POLICY PERIOD INDICATED. NOT'MTHSTANDlNG ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR On-tER DOCUMENT Wln-t RESPECT TO 'MHCH THIS CERTIFICATE L4AY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITlONS OF SUCH POLICIES. LIMITS SH~ MAY HAVE BEEN REDUCED BY PAID ClAJMS. ''CTR TYPl!OFIKSIJRAHCE l'ULI<, 1:/"t' l'UL.l<,T "-Al' LIIIITS ,_,_ IWVO l'OUCY NUIIBl!R ~ GENERAL LIABILITY EAa-1 OCCURRENCE s -D Cl>JLIS-MADE D ~ ~TI?c~, s MED EXP ft,n, roe FVWJttY>I $ -PERSONAL & MN IN~ s - l3EN1.. AGGREGATE LIMIT APPLIES PER; GENERAL AGGREGATE s R::,D~ DLOC PRODUCTS • COMP/OP AOO s s AUTONOBLI! LIABUTY ~-~·'Sit-OLE l.ll,l/1 ij:.,-JICrldM,!I s t-- AHYAUTO I BCOll Y INJURY (Per perlOll) $ t--Al.LOMED -SCHEDlA..ED -AUTOS -AUTOS BOOIL Y INJU'n' (Per acodllnl) S NClN--O'Ma) ~......2'...,Ti,IJPJJE s HRB)AUTQS AUTOS t---$ .-.ULWI H~~ EACH OCCURRENCE $ t--EXCESSUAa AGGREGATE s DED I I RETENTION$ s l'f0RKERI COIIPetSA 110N X ,~TUTE I l ~H-AND Eflll".'-OYERS LIABUTY y / H 1,000,000 A ANY~ ~ N 71SWEOZT8390 12/1912017 12119/2018 li EACH NX!.DENT s OFFICERIM= EXClLOED7 y N/A (llandalor)' In N E L DISEASE -EA EMPLOYEE S 1,000,000 g~ 'ir"DPERATIONS °'*7.v E.L DISEASE -POLICY LIMIT $ 1,000,000 DlillC~ OF OPERATlONS/ LOCIATIONS /VIIHIOUlll !ACORD 101, Add!IIDnol -_,._ ,nay be_.,,_._,. la r-.,lred) CERTIACATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCREED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of cartsbad ACCORDANCE WITH THE POLICY PROVISIONS, 1200 Carlabad VIiiage Drtve Carlsbad, CA 92008 AUTHORIZED _,-,.TM! i ,[l-'--h~ I AC 1988-2014 ACORD CORPORATION. AH ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ~R CERTIFICATE OF LIABILITY INSURANCE I O,.TI! (lllllllDIYYYY} 03/20/2018 nos 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 ADDITJONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subfact to the terms and conditions of the policy, certain policies may require an endorsement. A etatement on this certificate does not confw rights to the certificate holder In lleu of such endoraement(s). PROOUCER ~~-· E: Hiscox Inc. d/bla/ Hiscox Insurance Agency In CA PHOM! (888) 202-3007 I ft: ...... ,.,,,.. Nft_ cw,. . . 520 Madl&on Avenue ~-contact@hlscox.com 32nd Floor New York, NY 10022 IM,.,_,..AFFORDINOcoveRAGB NAICt INIIURERA: Hiscox Insurance Company Inc 10200 IH8URl!D INSURl!Rl!I: Madaffer Enterprises, Inc. 11111\JRERC: 1620 Fifth Avenue 400 INSIJRERD: San Diego, CA 92101 lll9URl!R I! : IH8U_,,F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POUClES OF INSURANCE LISTED BB.O'vV HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR TI-IE POLICY PERJOD N:>ICATED. N01WITHSTAN)ING 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 Af.l) CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID a.AIMS. ~ TYPE Df' IHSURANl:e l'll.ll,Tcrr ........... ..,.... UllrTS ,---POLICY NUIIIIER COMMERCW. GENERAL LIABILrTY EACH OCCURRENCE s ~ :J C!Alr.15-MADE D ~ ~Yi;;~~, s MED e:xp /An, one,_...,, s ~ PERSONAL & MN INJURY s -' C3ENl. AGGREGATE l.MJT APPi.ie& f'eR: GENERAi. AOOOEGATE s ~=D~ OLoc PROOUCTS -COW'IOP AOO ' s AUTOll0BILE LIABIUTY n"-~ "'UMl1 s --t-- AH'fAUTO BODL y INJURY (P£r penon) s t--ALI.OWNED µ~ BODL Y IIUJRY (Per ac:cldenl) ' t--AlJT08 HJREDAUTOS ~ $ t--~ AUTOS s UERnl.A LIAa H=::~~ EACH OCCURRENCE s t-- l!lCCl!IISLIAB AGGREGATE s DED I I RETENTION I s WORKERS COIFENSATION I lifrTUTE I I !§R"" NfD EIIPLOYERS' LIABILITY Y/N ANYPROPRETOR/PARTI' D N/A EL EACH ACCIDENT s ~EXCLUDED? ~lnNH) l!.L Dl8l,ASE! -l!A EMPLOYEE $ ~~OPERATIONS beicM' l!.L DISEASI! -POLICY LIMIT s A Professional L.lablBty y UDC-2205011-E0-18 03/1912018 03/19/2019 Each Clalm: $ 1,000,000 Aggregete: $ 1,000,000 DE9CRIP110N OF OPERATIONS/ LOCATIONS/ VEKICLIIS (ACORD 101,--Schodulo, ,_ i,g llllacbed If....,..._ lo roqulrecl) Kevin Crawford City Uenagera Office, City of Cllilsbad are llsled a addltional Insured per Iha policy twma and conclllons. CERTIFICATE HOLDER CANCELLATION Kevin Crawford City Managers Office, City of Carlsbad SHOULD ANY OF THE /iBOYE DESCRIBED POLICIES BE CANCEUED BEFORE 1200 Carlsbad Vlllage Drive THE EXPtRA TION DATE THEREOF, NOTICE Wll BE DEUVERED IN Csrtsbad, CA 92008 ACCORDANCE WTTH THE POUCY PROVISIONS. AUTHORIZEDREPREBENTATMI ~ p_ "-'1'- I C 1988-201(ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are reglatered marks of ACORD ~RY CERTIFICATE OF LIABILITY INSURANCE I DATE (loal/Dll/YYYY) 03/20/2018 11-118 CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEOATWELY 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 TH,E CERTIACATE HOLDER. IMPORTANT: If the certlflcate holder 111 an ADDITIONAL INSURED, the pollcy(lea) must be endoraed. If SUBROGATION 19 WAIVED, aubfect to the term• and condition• of the pollcy, certain ponclea may require an endoraemant. A lltate!nant on thl• certificate does not confer rights to the certificate holder In lleu of such endo a). PRODUCER ~-· Hiscox Inc. d/b/s/ Hiscox lr1Sl.111nce Agency In CA ~ . ., ..... (888) 202-3007 I r~~=--_ .. 620 Madison Avenue ~--contsct@hlscox.com 32nd Floor New York, NY 10022 --~-AFfOROIHG CO\IERAOE NAICI l'IS\JReRA: Hiscox Insurance Company Inc 10200 ~ l'ISU-B: Madaffer Enterprises, Inc. INSIJRERC: 1620 Flflh Averue - 400 IHSURERD: san Diego, CA 92101 INSUReRI!!: IMAJIRffiF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BROW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIRaENT, TERM OR CONDITION OF /WY CONTRACT OR OTHER DOCUMENT WITT-I RESPECT TO WHICH Tl-IS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, TI-IE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS 61-fOIMI MAY HAVE BEEN REDUCED BY PAID a.AIMS. --l"llU<,T"ff POL.JCT~ ·= TYPE Of' INS1JRAHCE -=-POUCYMAeER I.MTS X COIIIERCIAL OEHERA1. IJA8IJTY EN:,H ~ s 1,000,000 ,__ D a.Alt.IS-MADE [Kl OCCUR LJAAV\ut::. I U n.i;:.i,. t:.U """""""'"II',,~-, s 100,000 X CGL II on BOP Form ,--MEDEX?lt,Jrvone,-,.,..,l s 5,000 A -y UDC-2205011-BOP-18 03/19/2018 03/19/2019 PERSClN.l,l & ADV INJURY s 0 GEN"I. AOOREGATI! I.IMIT APPi.ES PER: GENERAl..~TE s 2,000,000 ~=D~ DLoc PROOUCTII -COMP/OP AGG s SIT Gen. Agg. s AUTOIIOBLE LIABILITY ,__ , K-4 ,C LJM[1 -=-s AH'( AUTO BOOLY INJURY (PW~) $ -AU.OWNED -. SCI-EDULED AUTOS , AUTOS BOOL Y INJURY (Por IICdclenl) S ---; NON-OWNED ~~ HIRl!D AUTOS -CAIJTOS $ - $ ~LIAII H~ EACH OCCURRENCE s ,__ l!XCl!SS LIAB AOOREGI\TE s DED I I RETENTION' $ WORICERII COIIP£NBATION I ~T\JTE I I~"" AND al'LOYERS' LIAIIILITY YIN ANYPROPRIETOR*'ARTNERIEXECUTlVE D N/A E.L EACH ACCIDENT s OFACERMBEEREXCUIDED? ~lnNH) E.L DISEASE-EA EMPLOYEE S ~~~OPERATIONS below E.L DISEASE-PQJCY LIMIT s u6*.Rl'IIOhOl'OPl!RATIOHS/LOCAT10NS/IIEHICLEll (ACORD 101, ~---..y 11e-.1mcn-ll raqalnd) Kevin Crawford Cd)' Managera Olllce, City ~ Car11bad are lllted as addJtlonal 111Ufed per the policy terms and condlllona. CERTIFICATE HOLDER CANCELLATION Kevin Crawford City Managers Office, City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POUCIE8 BE CANCELLED BEFORE 1200 Cartsbad Village Drtve THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Carlsbad, CA 92008 At;CQRDANCI!: WITH THE POLICY PROVISIONS. ~REPRESENTATIVE "AJ, {I_ .4Vf- I ~ 1~-2014 ACORD CORPORATION. AD rights reserved. ACORD 25 (2014/01) The ACORD name and logo era reglstenKI marks of ACORD ~'t' HISCOX Policy Number: UDC-2205011-BOP-18 Named Insured: Madaffer Enterprises, Inc. Endorsement Number. 30 Endorsement Effective: March 26, 2018 Hiscox Insurance Com~ny Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organlzatlon(s): City of Carlsbad 1200 Carlsbad Village Drive Car1sbad,CA 92008 ' Information required to complete this Schedule, if not shown above wlll be shown In the Declarations. The following Is added to Paragraph C. Who la An Insured in Section II -Llablllty: 3. Any person(s) or organlzatlon(s) shown In the Schedule Is also an addltlonal Insured, but only with respect to llablllty for "bodily Injury", "property damage• or "personal and advertising injury" caused, In whole or In part, by your acts or omis- sions or the acts or omissions of those acting on your behalf In the performance of your ongoing operations or In connection with your premises owned by or rented to you. BP 0448 01 06 © ISO Properties, Inc., 2004 Page 1 of1 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE RE(?UIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: __ 3)~~-:'b'---~-~-~-----'--~~~----~------- (Nrune and ri(;partment) Proposed modification(s) to the &,,.~ \...u,>, 1-,i:.} requirement(s) for s~s;,2~~ (Type of insurance (Name of co~tract) D Reduce coverage to the amount of: =---------· gwaive coverage 0 Other: ---------------------------------- FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) OSignificance 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] ______ _ pg8ignificance of Contractor: Contractor has unique ski] ls and there are few if any alternatives. [ explain: include numb~r of candidates RFP sent to and number responded if applicable] ~ ~\ln.J> ~ f:n.pr M~L ~ "i'"~~ r br-JAN<.Z ~ ,.__ ~ :l:~~ '°' l '.2>'-'"Ir OContract Amount/ferm of Contract $ ______ • Work will be completed over a period of __ _ OProfessional Liability coverage is not available to this contractor or would increase the cost of the contract by I $ [explain]. __________________________ _ l?GOtber (e.g. explain why exposures are minimal. how exposures arc covered in another policy, exposure co::1 mec~sths. and anyee£;~_rtinent to~~ C,.:),..J~c...,~ ',,cl,'-'... "--r-v.. E ~r-l ::W ~<-=>?-€ o Approved by Risk Manager for this contract only: H:\ WORDIImurancc\Admin Order #68 doc 06/15/2006 (Signature) 3-2,,Ct>-1 r (Date) 27 11. Prepare and file all applicable FPPC lobbying documents and reports for the City of Carlsbad. 12. To avoid any real or perceived conflicts of interest, Contractor will not engage in lobbying the San Diego County Water Authority, California Department of Transportation (Caltrans), San Diego Association of Governments (SANDAG), and North County Transit District (NCTD). FEES AND EXPENSES The total cost of services and expenses will not exceed $38,230 annually. • Fees for Professional Services will be billed at $2,990 per month. • Expenses will be billed for FPPC filing and travel outside San Diego County only. FPPC filing expense will not exceed $350 per year and will be billed at $75 per quarter, plus an Initial filing fee of $50 per legislative session. Actual travel expenses for City requested and pre-approved travel outside San Diego County not to exceed $2,000 per year. Ctty Attorney Approved Version 4/1/15 9 AGREEMENT FOR STRATEGIC CONSULTING AND ADVOCACY SERVICES MADAFFER ENTERPRISES, INC. I~ AG~EEMENT is made and entered into as of the [}..>?'//7 day of r 1,.1\.i;h , 20.12, by and between the CITY OF CARLSBAD, a municipal corporal()n, ("City"), and MADAFFER ENTERPRISES, INC., a California corporation ("Contractor"). RECITALS A. City requires the professional services of a strategic consulting and advocacy firm that is experienced in developing and executing strategies for obtaining regulatory approvals and project funding, primarily from regional and state agencies. B. Contractor has the necessary experience in providing professional services, advice and advocacy related to matters that may be of interest to the City, including but not limited to: land use planning and coastal development, transportation planning and municipal infrastructure, technology and innovation, water, energy, the environment and education. 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", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one year periods or parts thereof in an amount not to exceed thirty-eight thousand two hundred thirty dollars ($38,230). Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed thirty-eight thousand two hundred thirty dollars ($38,230). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty-eight thousand two hundred thirty dollars ($38,230) per Agreement year. The City reserves the right to withhold a City Attorney Approved Version 4/1 /15 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". 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. 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 City Attorney Approved Version 4/1 /15 2 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 Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the 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 Liability. (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 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. 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. City Attorney Approved Version 4/1 /15 3 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 Kevin Crawford Title City Manager Department City Manager's Office City of Carlsbad Address 1200 Carlsbad Village Drive Carlsbad, CA 92008 Phone No. 760-434-2820 For Contractor Name Jim Madaffer Title Principal Address 1620 Fifth Avenue #400 San Diego, CA 92101 Phone No. 858-627-0727 x 150 Email Jim@madaffer.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. City Attorney Approved Version 4/1 /15 4 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 four categories. 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 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 City Attorney Approved Version 4/1 /15 5 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 binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 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. City Attorney Approved Version 4/1 /15 6 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 MADAFFER ENTERPRISES, INC., a California corporation By: (sign here) :::1\m £:C)f\1::)f'W=:Ef e. > ?~1...D£.,tut (print name/title) By: C7"> - . C. '\ C\.°§> \Q~-:S::: (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California K ~- 7 ATTEST: \k~riL~;_,___ BARBARA ENGLESON LJ u 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: ::LIA A. BREW R~omey Assistant City Attorney City Attorney Approved Version 4/1/15 7 EXHIBIT "A" SCOPE OF SERVICES The City agrees to engage, and Contractor agrees to perform at least thirteen (13) hours of work per month on the services described below for projects assigned to Contractor under this Agreement. Written updates detailing hours spent and work performed shall be submitted to the City Manager's Office along with invoicing on a monthly basis. Contractor shall present periodic updates to the City Manager and/or City Council upon request. The Scope of Services to be performed by Madaffer Enterprises, Inc. (Contractor) over a one year period includes: 1. Work in partnership with City staff, consultants and Council to ensure timely and effective communication, and coordinate efforts to advance City goals and objectives. 2. Advise the City on strategy development and implementation to successfully advance City goals and objectives. 3. Advise the City on matters before local, regional and state agencies, boards and commissions that are of interest to the City, including but not limited to: land use planning and coastal development, transportation planning and municipal infrastructure, technology and innovation, water, energy, the environment and education. 4. Leverage existing relationships and develop new relationships to advance City goals and objectives within local, regional and state agencies, including but not limited to: California State Parks, State Water Resources Control Board, California Coastal Commission, Regional Water Quality Control Board, California Natural Resources Agency, CalFire, California Public Utilities Commission, State Board of Equalization, and others as required. 5. Leverage existing relationships and develop new relationships to advance City goals and objectives within governmental and non-governmental associations, such as: the League of California Cities, the California Special Districts Association, the California State Association of Counties and the American Planning Association. 6. Undertake advocacy on behalf of the City, and arrange strategic meetings for City officials to advocate the City's interests with public agency staff and elected officials. 7. Attend and present testimony, and assist City officials in preparing and presenting testimony in support of City goals and objectives at hearings before local, regional and state boards and commissions, including but not limited to: California State Parks, State Water Resources Control Board, California Coastal Commission, Regional Water Quality Control Board, California Natural Resources Agency, CalFire, California Public Utilities Commission, State Board of Equalization, and others as required. 8. Assist in preparing and reviewing written materials and presentations, drafting position papers, fact sheets, advocacy collateral, meeting testimony, letters to the editor, op- eds, speeches and similar materials, and coordinating timely and effective communications to advance City goals and objectives. 9. Assist in identifying and securing grants and other funding to support City goals and objectives. 10. Design and organize public outreach meetings to obtain stakeholder input and to provide timely and effective communications regarding City goals and objectives. City Attorney Approved Version 4/1 /15 8 11. Prepare and file all applicable FPPC lobbying documents and reports for the City of Carlsbad. 12. To avoid any real or perceived conflicts of interest, Contractor will not engage in lobbying the San Diego County Water Authority, California Department of Transportation (Caltrans), San Diego Association of Governments (SANDAG), and North County Transit District (NCTD). FEES AND EXPENSES The total cost of services and expenses will not exceed $38,230 annually. • Fees for Professional Services will be billed at $2,990 per month. • Expenses will be billed for FPPC filing and travel outside San Diego County only. FPPC filing expense will not exceed $350 per year and will be billed at $75 per quarter, plus an initial filing fee of $50 per legislative session. Actual travel expenses for City requested and pre-approved travel outside San Diego County not to exceed $2,000 per year. City Attorney Approved Version 4/1 /15 9 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: __ ]~~-~~-~-~ __ \\_~~_C>_t._?>IL. _ __,,,___CM_ _______ _ (Name and D~partment) Proposed modification( s) to the A.~n \ '-S.~c__~CS-..~"bJb. ~ requirement(s) for f\!»(~v-,.. s~<,,..C'> (Type of insurance D Reduce coverage to the amount of: ~------ Waive coverage Other: (Name of cohtract) ------------------------------------ FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) OSignificance 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] ______ _ '8tSignificance 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] ~ ~~ ~ t'\PI"'""' M,u.~~'---~ "i""~~ r \3,,.JAN<.Z ~~ ~ 3:~-~n..-\°\. -Z,\.""t- \. ' OContract Amount/Term of Contract: $ _______ . Work will be completed over a period of __ _ OProfessional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. __________________________ _ Approved by Risk Manager for this contract only: 3-ier,-/ 'I (Signature) (Date) H \WORD\Insurance\Admin Order #68.doc 06/15/2006 27 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 03/05/2018 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 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 NAME':"' PHONE I FAX Automatic Data Processing Insurance Agency, Inc. IAJC No Extl: IA/C Nol: E-MAIL 1 Adp Boulevard ADDRESS: Roseland, NJ 07068 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hartford Fire Insurance Company 19682 INSURED MADAFFER ENTERPRISES INC INSURERB: OBA: MADAFFER ENTERPRISES INC INSURERC: 1620 5TH AVE SUITE 400 INSURER D: San Diego, CA 92101 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 849369 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. NOTWJTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WlTH 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 TYPE OF INSURANCE IAUUL ISUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ f-----:=J CLAIMS-MADE D OCCUR UAMA<.,t: I U ~~, II t:U f-----PREMISES (Ea occurrence) $ MED EXP (Any one person) $ - PERSONAL & ADV INJURY $ - GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ l DPRO-DLOC PRODUCTS -COMP/OP AGG POLICY JECT $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident\ - ANY AUTO BODILY INJURY (Per person) $ f-----ALL OWNED -SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ f------NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident\ $ f------ $ UMBRELLA LlAB H OCCUR EACH OCCURRENCE $ f----- EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION X I ~ffruTE I I UTH- AND EMPLOYERS" LIABILITY ER Y/N 1,000,000 A ANY PROPRIETOR/PARTNER/EXECUTIVE ~ N/A N 76WEGZT8390 12/19/2017 12/19/2018 E.L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes. describe under E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad ACCORDANCE WITH THE POLICY PROVISIONS. 1200 Carlsbad Village Drive Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I / ( ~ }1\ )1L..;__ A© 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ACORDr,; CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 03/20/2018 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 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: Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA PHONE (888) 202-3007 I FAX ,,..,,.. No ExH: iAJC Nol: 520 Madison Avenue E-MAIL contact@hiscox.com 32nd Floor ADDRESS: New York, NY 10022 INSURERISl AFFORDING COVERAGE NAIC# INSURER A: Hiscox Insurance Company Inc 10200 INSURED INSURERS: Madaffer Enterprises, Inc. INSURERC: 1620 Fifth Avenue 400 INSURERD: San Diego, CA 92101 INSURERE: INSURERF: 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF ,~~r~i~l LTR ouc,n wun POLICY NUMBER IMM/DDNYYYl LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ ~ D CLAIMS-MADE D OCCUR DAMAGE TO RENTED PREMISES IEa occurrence\ $ MED EXP (Any one person) $ ~ PERSONAL & ADV INJURY $ f---- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ =i D PRO-DLOC POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY 7i:~~~b~~~lNGLE LIMIT $ - ANY AUTO BODILY INJURY (Per person) $ -ALL OWNED : SCHEDULED BODILY INJURY (Per accident) $ -AUTOS C--------J AUTOS : NON-OWNED ip~~~~c~de~fiAMAGE $ HIRED AUTOS ~ AUTOS - $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION l PER j I OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE· EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Professional Liability y UDC-2205011-EO-18 03/19/2018 03/19/2019 Each Claim: $ 1,000,000 Aggregate: $ 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Kevin Crawford City Managers Office, City of Cartsbad are listed as additional insured per the policy terms and conditions. CERTIFICATE HOLDER CANCELLATION Kevin Crawford City Managers Office, City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1200 Carlsbad Village Drive THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Carlsbad, CA 92008 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1$,rdl{I. I.Jfj- I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ACORD9 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) .___,_..__., 03/20/2018 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 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: Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA PHONE (888) 202-3007 I ;ffc_,_1-laj:_ ,.,,,.. No Extl: -------520 Madison Avenue E-MAIL contact@hiscox.com 32nd Floor ADDRESS: New York, NY 10022 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hiscox Insurance Company Inc 10200 INSURED INSURER B: Madaffer Enterprises, Inc. INSURERC: 1620 Fifth Avenue 400 INSURER D: San Diego, CA 92101 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 POLICYEFF POLICY EXP LIMITS LTR TYPE OF INSURANCE ,ucn wun POLICY NUMBER CMM/DD/YYYY) CMM/DD/YYYYl X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 f----~ CLAIMS-MADE [K] OCCUR DAMAGE TO RENTED f----PREMISES /Ea occurrence\ $ 100,000 X CGL is on BOP Form MED EXP (Any one person) $ 5,000 1--- A y U DC-2205011-BOP-18 03/19/2018 03/19/2019 PERSONAL & ADV INJURY $ 0 ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ POLICY D jr& DLOC PRODUCTS· COMP/OP AGG $ SIT Gen. Agg. OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) - ANY AUTO BODILY INJURY (Per person) $ --ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ -AUTOS _ AUTOS , NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS ~ AUTOS (Per accident\ - $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE D N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE· EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Kevin Crawford City Managers Office, City of Carlsbad are listed as additional insured per the policy terms and conditions. CERTIFICATE HOLDER CANCELLATION Kevin Crawford City Managers Office, City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1200 Carlsbad Village Drive THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Carlsbad, CA 92008 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE '1>4df {I. I.Jfj-- I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD "'(' HISCOX Hiscox Insurance Company Inc. Policy Number: UDC-2205011-BOP-18 Named Insured: Madaffer Enterprises, Inc. Endorsement Number: 30 Endorsement Effective: March 26, 2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Carlsbad 1200 Carlsbad Village Drive Carlsbad.CA 92008 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II -Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. BP 04 48 01 06 © ISO Properties, Inc., 2004 Page 1 of 1