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HomeMy WebLinkAboutMagellan Advisors LLC; 2018-09-17;AGREEMENT FOR BROADBAND CONSUL TING SERVICES MAGELLAN ADVISORS, LLC AGREEMENT is made and entered into as of the / ]-th day of -~-ci"'f+.~lld-L"'f-i'-"'-""''-=...___, 20JR, by and between the CITY OF CARLSBAD, a municipal , ("City"), and MAGELLAN ADVISORS, LLC, a Denver, CO, ("Contractor"). RECITALS A. City requires the professional services of a broadband consulting firm that is experienced in providing broadband planning services to municipal governments. B. Contractor has the necessary experience in providing professional services and advice related to plan, deploy and manage fiber and wireless broadband networks. 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 (1) year terms. 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 will not exceed fifty-seven thousand five hundred dollars ($57,500). 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 fifty-seven thousand five hundred dollars ($57,500) for any additional one (1) year extension period. 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". City Attorney Approved Version 9/27 /17 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 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 City Attorney Approved Version 9/27/17 2 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. 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 City Attorney Approved Version 9/27/17 3 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 Maria Callander Information Technology Title Director Department IT ---------- City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760.602.2454 For Contractor Name John Honker Title President/CEO Address 999 18th Street, Suite 3000 Denver, CO 80202 Phone No. 786.208.8952 Email jhonker@magellan-advisors.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 9/27/17 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 categories. YesD Naii 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 9/27/17 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 9/27/17 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 By: (print name/title) By: ' (print nartie/title) r CITY OF CARLSBAD, a municipal corporation of the State of California By: /4,t C~c [INSE~TLE OF PERSON AUTHORIZE TO SIGN (City Manager or Mayor or Division Director as authorized by the City Manager)] ATTEST: VJ~&il--7il,. L _ BARBARA ENGLESON ~tyClerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _ffu}~~_.____ Assistant City Attorney City Attorney Approved Version 9/27 /17 7 Statement of Work EXHIBIT "A" SCOPE OF SERVICES Magellan understands that through a small cell pole licensing agreement with Crown Castle, the City has license to use in-kind fiber from Crown Castle for municipal purposes. The fiber network is comprised of 4 to 6 strands of dark fiber through much of the city. The City has the right to use these fibers for connecting City facilities via a broadband network, implementing government innovation and smart city, deploying public internet wi-fi and many other non-commercial government applications. Magellan will provide consulting to the City of Carlsbad for planning, organizing and implementing the replacement of the existing AT&T fiber network supporting City facilities with an internally managed fiber network based on fiber licensed from Crown Castle. We will consult on implementing best practice fiber strategies, technologies, equipment and operations for a 1 gigabit and 10 gigabit network. Task 1: Inventory of Existing Systems Magellan will work Crown Castle and the City to identify Crown Castle and City fiber assets and infrastructure that can be used to build a broadband network connecting City faci lities and smart city devices and equipment. Our team will thoroughly review all communications facilities and other infrastructure assets owned by both Crown Castle and the City that could be utilized in a new strategy that would be developed as part of this study. We propose to first build a geo-correct layer for both public and private conduit and fiber, identifying placed conduit, type, size, status (occupied/vacant) and related information. A second layer will incorporate all outside plant structures in Carlsbad, including vaults, handholes, manholes, pedestals, poles, transitions and related information. From these layers, we will proceed to identify all fiber-optic assets in conduit and document type of fiber cable, strand count, sp lice points, splice cases, snowshoes, terminations and related information. This process will include the identification and geo-correct location of all boxes, conduit, fiber cables and other structures. We believe that the following components should be analyzed at a minimum: • Underground conduit, innerduct, empty and availabl e conduit • Fiber cables, strand counts, splice points, terminations and utilized strands • Vault and handhole locations • Available and reserved capacity throughout the network • Construction and placement method policies • Current as-builts and documentation • Terminating locations and city facilities • City GIS maps including City-owned property, right of way, easements City Attorney Approved Version 9/27 /17 8 Task 2: Network Routes and Infrastructure Requirements Magellan will assist Carlsbad in developing the most appropriate broadband network design based on the needs of municipal services and connecting City facilities with consideration for servicing future smart city initiatives, possibly connecting anchor institutions and for leveraging vertical pole assets for leasing to wireless carriers using City owned fiber. We propose to utilize existing City conduit and fiber, Crown Castle conduit and fiber, facilities and other assets including, street light poles, traffic signal poles, traffic signal cabinets, vaults, conduits and pull boxes as a foundation to develop an expanded fiber-optic and wireless network capable of serving the broadband needs of the City. This task will entail network design elements for middle and last-mile connectivity. We will help the City develop a strategy for last-mile connectivity -the connections from current conduit and fiber to City facilities. We will also help Carlsbad develop a strategy for the middle-mile connectivity and interconnection points within the Crown Castle and City fiber networks. We will identify data centers, hub sites and colocation facilities in and near Carlsbad and determine if/how the City's network can interconnect to them. We will make recommendations on routes and locations of fiber infrastructure, points of connection and locations for wired equipment. This will include negotiating with third party fiber providers for interconnecting the fiber network to two internet points of presence for redundancy and increased bandwidth at competitive rates. This will facilitate fiber connectivity between the City's licensed fiber and many potential ISPs and content providers. We believe that the network should employ the concept of an open architecture, able to accommodate a range of technologies and applications. This open architecture should be carried through the entire network design so the network is deployed consistently and affords maximum compatibility with the City's systems, other public networks and future broadband applications. Based on the network design, Magellan will provide estimates to Carlsbad for the cost of network construction, including any design, construction, equipment, testing and certification as well as ongoing annual costs to operate and maintain the network. In addition, all backhaul options will be reviewed to identify the most optimal routes out of Carlsbad and to identify potential interconnect points to regional Points of Presence (PoPs). Our significant work managing broadband construction projects will allow for accurate estimation of the costs Carlsbad will bear in this process. We will incorporate these cost estimates into our financial planning tools used in the project. Task 3: Technical Specifications with Assistance in Product Selection As part of Magellan's proposed network design, we will provide infrastructure and equipment standards that should be employed in the engineering design for the fiber network. Magellan will assist in identifying the most appropriate broadband equipment and related infrastructure including dark and lit fiber deployments. We will evaluate and make recommendations on the use of Wave Division Multiplexing technologies to enable better management of a limited number offiber strands and provide improvement in network management, security and bandwidth allocation. We will design the network for multi-service capabilities to meet a variety of end user needs. We will provide recommendations on the allocations of network capacity for different users and applications across City functions and operations. These capacity re commendations will ensure that the City creates City Attorney Approved Version 9/27/17 9 the necessary fiber allocations for all potential users on the network and maintains enough reserve capacity for other future needs. The capacity plan will give the City a systematic way to assign, identify and manage the fiber network, which, as the network grows will become a critical process to ensure the City maintains accurate records. Magellan will assist the City in finding the best products to meet its network technology needs. Magellan has deep experience across a significant portfolio of equipment vendors that utilize these technologies and will help Carlsbad identify the best-of-breed solutions available in the market. We do not subscribe to any single vendor solution and maintain independence from all manufacturers and equipment vendors; allowing us to determine the best solution to meet the City's needs. We will work with the City to create a true "lit transport backbone" versus a dark fiber-only backbone. This concept of a "lit transport network" is important to evaluate because it can provide significantly greater capabilities, improved redundancy and more flexibility than a dark fiber backbone alone. Magellan will create a comprehensive fiber network technical design, based on the needs of the City. Task 4: Implementation Strategy and Plan The project will lay out the core strategies for Carlsbad in replacing its leased AT&T fiber network with a fiber network utilizing the licensed Crown Castle fibers. The project will provide the most cost effective strategies for Carlsbad to plan, schedule and implement a municipal fiber network. We believe that the following approach will create the most feasible municipal and broadband opportunities, while mitigating risk to the City. Magellan will guide and assist the City in developing and implementing the plan which includes working with Crown Castle and consulting with the City with the following: • Crown Castle and City conduit & fiber-optic assets • Crown Castle documentation, communication, operations and maintenance requirements • Certification of Crown Castle network for use • Outside and Inside Plant facilities • Fiber-Optic backbone routing • Lateral connectivity to key facilities • Equipment selection • Vendor and contractor selection and management • Construction management • Documentation and record keeping • Splicing & terminations • Discontinuation of AT&T services and disconnection of equipment and services • Pilot testing of facility connection(s) • Cutover plan • Key points of connection and assets needed for future smart city applications • Operations & management • Policies needed to build additional infrastructure and grow the network City Attorney Approved Version 9/27/1 7 10 Task 5: Work Compilation Magellan will provide broadband consulting services and best practice recommendations to Carlsbad through the duration of this engagement. All supporting information such as individual task analysis, raw data, mapping (ESRI) shapefiles and the technical memoranda from each previous task will be delivered to Carlsbad during or after the project. Magellan's project team will be readily available for meetings with City leadership, and City Council to support the recommendations during this consulting engagement. All documents generated during the project, including the Implementation Plan, will be provided to the City. Project Schedule We estimate that the project tasks will require the equivalent of 6 months of work and 5 milestones. The project window may extend beyond 6 months due to procurement delays, delays by Crown Castle and AT&T and availability of City staff. During this time, Magellan will meet with City staff, hold meetings with stakeholders, review plans, visit regional sites and make presentations to the City's project teams as well as other activities to be determined between the City of Carlsbad and Magellan. Schedules will be determined cooperatively between the City of Carlsbad and Magellan. Magellan will require some resources of the City staff to gather relevant local data, work with loca l stakeholders to schedule outreach meetings, conduct interviews of Carlsbad staff with Magellan, participate on status calls and onsite meetings and participate in presentations. Month 3 11 Month 4 Month 5 Month 6 City Attorney Approved Version 9/27/17 Cost Proposal The total cost to Ca rlsbad as outlined in the chart below is $55,000 and includes all work to be completed by Magellan for the City as stated in this Proposal. Costs are exclus ive of overhead and travel, which is to be billed separately. If additional services are required, Magellan is happy to bill on an hourly basi s or provide an additional quote for additional services. Magellan will submit invoices to the City of Carlsbad at the completion of each milestone task. Actual expenses incurred on the project will be invoiced monthly. Magellan is happy to provide net 30 terms to Carlsbad. City Attorney Approved Version 9/27/17 12 ~ MAGEL-1 nP rn-nr ACORD CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 09/06/2018 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 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 riahts to the certificate holder in lieu of such endorsement(s). PRODUCER 262-478-1000 Sli>fi!~CT Diane Larson Bruce Gendelman Co., Inc. tlJ8,NJo, Ext): 262-478-1000 I r..e~. No):262-478-1001 Suite 101 500 W Brown Deer Rd i;.,~1!b.,.,. dlarson@gendelman.com Milwaukee, WI 53217 INSURER/Sl AFFORDING COVERAGE NAIC# INSURER A, Phoenix Insurance Co 25623 INSURED Magellan Advisors, LLC INSURER B, Travelers Indemnity Company 25658 Mr. John Honker INSURER c, Travelers Indemnity of America 25666 450 Alton Road #1402 Miami Beach, FL 33139 INSURER O, Lloyd's of London INSURERE, Lloyd's NAIC# AA1122000 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. I~~ TYPE OF INSURANCE ~~.P~ ~.~~~ POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 f--~ CLAIMS-MADE [!] OCCUR ~~ttb~~J9F~ENT~~nce\ 300,000 y 16608K446321 04/12/2018 04/12/2019 $ f-- MED EXP /Anv one oerson\ $ 5,000 f--2,000,000 PERSONAL & ADV INJURY $ f--4,000,000 ~'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ DPRO-D 4,000,000 POLICY JECT LOC PRODUCTS -COMP/OP AGG $ OTHER $ / A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT /Ea accident) $ 2,000,000 ANY AUTO 16608K446321 04/12/2018 04/12/2019 BODILY INJURY (Per personl $ -OWNED -SCHEDULED -AUTOS ONLY -AUTOS BODILY INJURY (Per accident) $ X HIRED X NON-OWNED iP~9~2c~le~t?AMAGE s -AUTOS ONLY -AUTOS ONLY $ B X UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 1,000,000 -CUP8K473520 04/12/2018 04/12/2019 1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I X I RETENTION$ 5,000 $ C WORKERS COMPENSATION XI ~ffTUTE I I OTH-AND EMPLOYERS" LIABILITY ER YIN UB8K601189 04/12/2018 04/12/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE [ID E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ / If yes, descnbe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 D PROFESSIONAL LIAB B0621PMAGE000818 04/12/2018 04/12/2019 EA CLAIM 2,000,000 $25,000 DEDUCTIBLE AGGREGATE 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) City of Carlsbad is included as an additional insured under general liability coverage as required by written contract or agreement. CERTIFICATE HOLDER CANCELLATION CITCA03 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. ATTN: Maria Callander 1635 Faraday Avenue AUTHORIZED REPRESENTATIVE Carlsbad, CA 92008 ~~--I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NOTEPAD INSURED'S NAME Magellan Advisors, LLC Breach Response Coverage ( "Cyber Liabil.i ty") Carrier: Ll.oyds of London Pol.icy Number: W240F1180101 Pol.icy Term: 8/2/18 to 4/12/19 MAGEL-1 OP ID: DL Limits of Liabil.ity: $2,000,000 Data & Network Liabil.ity $2,000,000 Regul.atory Defense & Penal.ties $2,000,000 Payment Card Liabilities & Costs $2,000,000 Media Liabil.ity PAGE 2 Date 09/06/2018 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: I6608K446321 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED -(Section II) is amended to include any person or organization that you agree in a ''written contract requiring insurance" to include as an additional insured on this Cover- age Part, but: a) Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the ''written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the ''written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability re- quired by that "written contract requiring in- surance". This endorsement shall not in- crease the limits of insurance described in Section Ill -Limits Of Insurance. b) The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or sur- veying services, including: i. The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and ii. Supervisory, inspection, architectural or engineering activities. c) The insurance provided to the additional in- sured does not apply to "bodily injury" or "property damage" caused by ''your work" and included in the "products-completed op- erations hazard" unless the ''written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that oc- curs before the end of the period of time for which the ''written contract requiring insur- ance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis, this insurance is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured when that person or organization is an additional insured under such "other insur- ance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: CG 02 46 08 05 © 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b) If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c) The additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. d) The additional insured must tender the de- fense and indemnity of any claim or "suit" to any provider of "other insurance" which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to "other insur- ance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. -DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs and the "personal injury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2005 The St. Paul Travelers Companies, Inc. CG D2 46 08 05