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HomeMy WebLinkAboutSouthwest Strategies LLC; 2018-11-28; PSA19-553CAPSA19-553CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 4 PROJECT NO. 6034, 6044 This fourth Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Southwest Strategies, ("Contractor") a Limited liability corporation, and the City of Carlsbad, ("City") dated Nov. 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide communications and outreach in accordance with the City of Carlsbad Engineering Standards, 2016 Edition, the Standard Specifications for Public Works Construction, 2018 Edition and the supplements thereto as published by the “Green Book” Committee of Public Works Standards and the proposal dated May 11, 2020, (“proposal”), attached as Appendix "A" for the Palomar Airport Widening Additional Construction Outreach, (the “Project"). The Project services shall include Palomar Airport Widening additional construction outreach. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin within one (1) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within sixty (60) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $10,000. DocuSign Envelope ID: F9B3A1C5-E698-4C44-B7FB-8AF7C3F1BD3F May 18, 2020 PSA19-553CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT PALOMAR AIRPORT WIDENING ADDITIONAL CONSTRUCTION OUTREACH TASK GROUP TIME & MATERIALS Communications and outreach services $10,000 TOTAL (Not-to-Exceed) $10,000 CONTRACTOR SOUTHWEST STRATEGIES, a limited liability company SOUTHWEST STRATEGIES, a limited liability company (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Jennifer Wahl / CEO N/A (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column 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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Assistant City Attorney DocuSign Envelope ID: F9B3A1C5-E698-4C44-B7FB-8AF7C3F1BD3F May 18, 2020 PSA19-553CA – Task No. 4 Appendix “A” City of Carlsbad Palomar Airport Road Widening Project Construction Outreach Scope of Work Project Overview Palomar Airport Road is a main artery serving as an east-west travel corridor from Interstate 5 inland though a busy portion of the City of Carlsbad, providing a direct connection to some of its main business hubs, as well as McClellan-Palomar Airport. The roadway turns into West San Marcos Boulevard near White Sands Drive and continues east into the heart of the City of San Marcos. Currently, there is significant congestion along portions of Palomar Airport Road, particularly near the Palomar Airport Road exit from Interstate 5. With the goal of helping alleviate traffic congestion in the area, the City of Carlsbad has initiated the Palomar Airport Road Widening Project at the intersection with Paseo Del Norte as part of its Capital Improvement Program (CIP). On July 23, 2019, the Carlsbad City Council adopted a resolution accepting bids and awarding a contract to Just Construction, Inc. for the construction of these improvements. The work includes widening improvements along eastbound Palomar Airport Road at the Paseo Del Norte intersection. A left turn lane modification will extend the existing left turn pocket on eastbound Palomar Airport Road onto northbound Paseo Del Norte an additional 175 feet to the west by removing a portion of the raised concrete median. Additionally, a right turn lane improvement will create a new dedicated right turn lane from eastbound Palomar Airport Road onto southbound Paseo Del Norte. The new right turn lane will be 250 feet in length and within the public right-of-way, which was dedicated by the adjacent private development as a condition of approval. In addition to the turn lane improvements, the Project includes related traffic signal modifications, pedestrian upgrades, a new bike lane in the eastbound direction and storm water quality improvements, all of which will improve the level of service at the intersection for all modes of travel. The work is expected to begin in Spring 2020 and last approximately two and a half months. Work will occur Sunday night through Friday morning from 8 p.m. to 5 a.m. Due to the proximity to Interstate 5, a right-of-way encroachment permit from the California Department of Transportation (Caltrans) has been secured for the Project. Close coordination with Caltrans will be necessary throughout the project, especially as Caltrans works on highway improvements to Interstate 5 as part of Build NCC, the first phase of construction of the North Coast Corridor (NCC) program. Build NCC work is currently underway along an eight-mile stretch of Interstate 5 between Manchester Avenue in the City of Encinitas and Palomar Airport Road in the City of Carlsbad. as a result of current construction activities, a speed limit reduction to 55 miles per hour is in place in both the northbound and southbound directions of Interstate 5, requiring ongoing coordination with Caltrans to avoid compounding traffic impacts. In addition to coordination with Caltrans, coordination with utility companies SDG&E and AT&T will be necessary to plan and implement a pedestal relocation and work-related manhole adjustments. Although the work will not occur in a residential neighborhood, this area is a very busy section of Palomar Airport Road, exiting off Interstate 5, and will need intensive outreach and thorough traffic coordination. In particular, several busy/high profile businesses in the area, including Islands restaurant, a 24-hour Mobil gas station, the nearby Carlsbad Premium Outlets, The Flower Fields, the Carlsbad by the Sea hotel and others, will need ongoing communication and coordination throughout construction. The continually- evolving circumstances related to the COVID-19 emergency will require flexibility in outreach strategies, recognizing that messaging for businesses and the public will change frequently based on current state and county health orders. DocuSign Envelope ID: F9B3A1C5-E698-4C44-B7FB-8AF7C3F1BD3F PSA19-553CA – Appendix “A” - Task No. 4 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 2 of 7 Southwest Strategies has prepared the following Scope of Work, providing a plan for public outreach to accompany these efforts and keep all stakeholders and other interested members of the public informed throughout construction activities in light of the changing situation. Additionally, due to the numerous agencies that must be engaged for this work to occur, Southwest Strategies has included public affairs and project coordination assistance options, should the City of Carlsbad/project team want to take advantage of Southwest Strategies’ expertise in these areas, as well as its connections to key agencies, including Caltrans. Objectives 1. Inform businesses and interested stakeholders about the Palomar Airport Road Widening Project from the start of construction through completion (approximately two and a half months, with the specific outreach schedule tailored to outreach needs). 2. Deliver ongoing, consistent and timely information to all project stakeholders throughout construction. 3. Ensure open lines of communication and coordination with project stakeholders, Carlsbad residents and the public. 4. Respond to inquiries in a timely manner to address stakeholder questions and concerns. 5. Help alleviate project hurdles and increase collaboration between the City of Carlsbad and other key organizations that must remain informed and engaged throughout the project. Strategies 1. Communicate with stakeholders prior to and throughout construction to ensure that accurate facts about the project are understood. 2. Engage business/retail management about the project so they are aware of how the project will affect their daily operations during construction and understand the benefits it will provide upon completion. 3. Utilize existing relationships with key organizations to streamline project coordination and implementation. Tasks The following public outreach tasks are recommended for educating businesses, stakeholders and the public about the Palomar Airport Road Widening Project and keeping stakeholders informed throughout the work period. These tasks have been identified as the mechanism to implement public outreach activities covering the project’s timeline, which is anticipated to begin in Spring 2020 and continue for DocuSign Envelope ID: F9B3A1C5-E698-4C44-B7FB-8AF7C3F1BD3F PSA19-553CA – Appendix “A” - Task No. 4 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 3 of 7 approximately two and a half months, with the understanding that outreach and coordination will likely also be needed for a period leading up to the actual work. 1. Collateral Materials Development – In conjunction with the City of Carlsbad, Southwest Strategies will develop several project materials to provide stakeholders with an overview of the project, demonstrate its benefits and communicate construction updates. Southwest Strategies’ graphics department will develop all collateral materials based on the City of Carlsbad’s existing style and brand guidelines. a. Project Signage – Southwest Strategies will design all necessary project signage, including, but not limited to roadway signs, window display posters and sand board signs. This includes required SANDAG TransNet signs, as well as wayfinding, “Business Open During Construction,” signs for Islands Restaurant and other businesses as needed. Southwest Strategies will adhere to all requirements provided in the SANDAG TransNet Signage Guide. While we believe that the smaller vertical TransNet signs will be required for this project, we’ve provided an estimated hard cost for signage that accounts for larger signs, if required. Once signage has been designed and artwork approved, Southwest Strategies will work with the City of Carlsbad and/or its preferred vendor(s), including preferred vendors listed in the TransNet Signage Guide, to coordinate production and installation. b. Construction Notices – Southwest Strategies will work with the City of Carlsbad to develop and distribute printed construction notices to impacted businesses as needed. Individual notices will be prepared as needed and delivered in line with the project schedule and agreed upon outreach approach. Where appropriate, prior to the beginning of construction, a “construction kick-off” notice will be developed providing an outline of the project, highlighting its benefits for members of the public and businesses and giving people an idea of what to expect during construction (including, but not limited to, construction hours, lights and noise, access issues, closures and traffic control and utility outages). Construction notices will be distributed to all impacted businesses, property owners, etc. Notices and methods of dissemination will be prepared and tailored for each audience, with insight from City of Carlsbad as well as other constituents, such as agency representatives. (See Stakeholder Meetings for more detail) c. Project Maps – Southwest Strategies will assist the City of Carlsbad with the development of all necessary project maps. These maps will depict project-specific features, such as the construction areas and any route/access impacts and will be developed on an as-needed basis to highlight the specific phases and segments of work. d. Inquiry Response Frequently Asked Questions (FAQ) – To assist City of Carlsbad administrative staff in answering general questions about the project, Southwest Strategies will create and update as needed a Frequently Asked Question document. For inquiries not addressed by this document, City of Carlsbad staff will be instructed in the Inquiry Response Protocol to pass all information along to the designated Project Manager and Southwest Strategies. DocuSign Envelope ID: F9B3A1C5-E698-4C44-B7FB-8AF7C3F1BD3F PSA19-553CA – Appendix “A” - Task No. 4 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 4 of 7 e. As-Needed Meeting Materials – As needed, Southwest Strategies will work with the City of Carlsbad to develop materials to enhance project communications including, but not limited to, meeting notes, PowerPoint presentations, display boards and specialized maps. 2. Stakeholder Outreach – Southwest Strategies will coordinate with the City of Carlsbad on outreach to stakeholders including, but not limited to: nearby businesses, the Carlsbad Premium Outlets, The Flower Fields, surrounding hotels, Caltrans, representatives from local utilities, the North County Transit District, appropriate elected officials, and others with interests in the project. Although the project is not in a residential neighborhood, Southwest Strategies will also assess any impacts to property owners and homeowners’ associations (HOAs) or community groups and organizations adjacent to or further east/west on Palomar Airport Road and the surrounding vicinity. a. Stakeholder Meetings – Southwest Strategies will work with the City of Carlsbad to coordinate and conduct public meetings and/or provide information briefings to impacted businesses, including hotels, shops and restaurants, as well as other stakeholders and relevant business owners/associations, community groups and organizations on an as- needed basis. The purpose of these presentations will be to proactively engage with stakeholders, providing an overview of the project, update on the status of construction and response to any questions. This may include coordination of a meeting venue and distribution of a meeting invitation; development of a PowerPoint presentation, collateral materials such as handouts and display boards, and discussion guide/talking points; attendance/participation at any and all meetings; and coordination of any necessary follow-up. b. One-on-One Meetings – Southwest Strategies will work with the City of Carlsbad to coordinate and conduct face-to-face meetings with impacted businesses prior to construction beginning in the area on an as-needed basis. During these meetings, members of the project team will provide a detailed explanation of what work will be occurring, when it will occur and how it will impact operations, access and daily life for customers/patrons and employees. At this time, the project team will also provide information on anticipated traffic control measures, utility outages and answer any questions. These meetings will focus more on the precise impacts that construction will have on the particular business by anticipating their specific needs and concerns. The purpose of these meetings will be to not only inform the residents and employees about potential impacts before beginning work, but also to open the lines of communication and encourage these individuals to keep in contact and inform the Project team should any issues arise. As previously mentioned, meetings will be sought with representatives from Carlsbad Premium Outlets, The Flower Fields, Islands Restaurant, Mobil Gas, the Carlsbad by the DocuSign Envelope ID: F9B3A1C5-E698-4C44-B7FB-8AF7C3F1BD3F PSA19-553CA – Appendix “A” - Task No. 4 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 5 of 7 Sea Hotel, NCTD, Caltrans, appropriate elected officials, the Carlsbad Chamber of Commerce and other key businesses or groups. c. Door-to-Door Business Outreach – Southwest Strategies will provide as needed door-to- door outreach to businesses adjacent the project area to distribute notices, provide information about upcoming construction impacts and gather contact information for future communications. Door-to-door outreach may be utilized in addition to mailers in some cases and may be used to inform outlet mall tenants of upcoming work, in addition to outreach from management, electronic and other communication avenues. d. Coordinate Hotline and Email Inquiries – Southwest Strategies will work with the City of Carlsbad to monitor inquiries to the construction hotline and email and coordinate appropriate responses for inquiries received. All inquiries (provided to the Southwest Strategies team) will be maintained in an inquiry database, which will be used to track inquiries and responses to ensure proper follow-up. 3. Digital Media Development – Southwest Strategies will manage content development and updates related to the project on digital platforms, including eblasts, website content, social media and other as needed digital media outreach efforts, based on the City of Carlsbad’s existing style and brand guidelines. a. Eblasts – Southwest Strategies will work with the City of Carlsbad to develop project- specific eblasts to provide stakeholders with regular project updates and construction notices via email. Regular project update eblasts will be developed as needed per work phase to consistently provide stakeholders with a summary of progress as well as an overview of upcoming work. Additionally, Southwest Strategies will develop construction notice eblasts to inform stakeholders about construction activities that may impact their daily operations/lives. These eblasts will be developed and distributed as needed, depending on construction activities and impacts. Eblasts could also be prepared for use by key constituents such as the outlet mall, Caltrans, NCTD, Chamber of Commerce and beyond. b. Website Updates – Southwest Strategies will develop copy on the project to post on the City of Carlsbad’s website. Additionally, Southwest Strategies will review the website copy monthly and submit recommendations for website updates as appropriate. c. Social Media – Southwest Strategies will provide recommendations for periodic project construction update posts (including copy and accompanying visual when possible) on the City of Carlsbad’s Twitter and Facebook. Recommendations for posts notifying the public of certain construction activities, such as road closures, changes in traffic control and other construction impacts, will also be provided on an as-needed basis. Whenever possible, Southwest Strategies will look to repurpose content from project eblasts and other collateral and updates for posting on social media. DocuSign Envelope ID: F9B3A1C5-E698-4C44-B7FB-8AF7C3F1BD3F PSA19-553CA – Appendix “A” - Task No. 4 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 6 of 7 Social media content can also be prepared for use by key stakeholders such as the outlet mall, Caltrans and NCTD, if and as needed. 4. Team Meetings – Southwest Strategies will help coordinate and attend regularly scheduled team progress calls/meetings to receive project updates and develop communications strategies, monitor public outreach milestones and gain feedback on project deliverables. Southwest Strategies will have ongoing communications with project managers and help coordinate and participate in any teleconferences necessary throughout the project. Additionally, Southwest Strategies staff will attend the pre-construction workshop and other meetings as requested by the project team, including meetings with other agencies. 5. Comprehensive Outreach Reports – Southwest Strategies will provide a comprehensive outreach report after each phase of outreach is completed to summarize activities conducted as part of the project scope. Deliverables 1. Project hotline and email (if appropriate) 2. Fact sheet 3. Contact cards 4. Project signage 5. Construction notices 6. Project maps 7. Inquiry database 8. Meeting materials (as needed) 9. Eblasts 10. Website content/updates 11. Social media content 12. Team meeting agendas and materials 13. Comprehensive outreach reports Budget & Timeline Based on the Scope of Work articulated above, Southwest Strategies has developed the following budget estimate. Based on the terms of the City of Carlsbad’s on-call contract with Southwest Strategies, the following are hourly rates for the Southwest Strategies staff assigned to assist with these outreach efforts. TITLE HOURLY RATE Chairman/President $225 Vice President $185 Director of Public Affairs $170 Manager of Public Affairs $155 Senior Account Executive $125 Account Executive $110 Graphic Designer $115 Administrative Support $50 At the hourly rates outlined above and based on our previous work on similar projects with the City of Carlsbad, additional outreach efforts for the Palomar Airport Road Widening Project Construction Outreach will be billed on a time-and-materials basis and will not exceed $10,000 total through project DocuSign Envelope ID: F9B3A1C5-E698-4C44-B7FB-8AF7C3F1BD3F PSA19-553CA – Appendix “A” - Task No. 4 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 7 of 7 completion. If project timelines exceed the two and a half-month period, it may be necessary to reevaluate the scope to determine if additional budget is required. DocuSign Envelope ID: F9B3A1C5-E698-4C44-B7FB-8AF7C3F1BD3F ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER: $ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A(Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE 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), AUTHORIZEDREPRESENTATIVE 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 onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 10/3/2019 License # 0N00529 31534 Southwest Strategies, LLC401 B St #150 San Diego, CA 92101 A 2,000,000 X X OB3D383369 9/28/2019 9/28/2020 300,000 5,000 2,000,000 4,000,000 2,000,000 1,000,000A OB3D383369 9/28/2019 9/28/2020 A Property Section OB3D383369 9/28/2019 Contents 137,812 B Professional Liab LH3D394261 10/11/2019 10/11/2020 Professional Liab 1,000,000 City of Carlsbad/DMWD is named as the additional insured. Property: RC/Spec/90% Coins with DED 500Pro Liab: $1 Mil/$3Mil City of Carlsbad/CMWD 1635 Faraday Avenue Carlsbad, CA 92008 SOUTSTR-02 TAMN Breakwater Strategic Insurance Solutions2251 San Diego Ave., Ste. B-208San Diego, CA 92110 Holly McGlinn hmcglinn@unitedagencies.com Citizens Insurance Company of America The Hanover Group 9/28/2020 X X X X THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a.Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured 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 omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1)"Your work" for the additional insured(s) designated in the contract, agreement or permit; (2)Premises you own, rent, lease or occupy; or (3)Your maintenance, operation or use of equipment leased to you. b.The insurance afforded to such additional insured described above: (1)Only applies to the extent permitted by law; and (2)Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3)Applies on a primary basis if that is required by the written contract, written agreement or permit. (4)Will not be broader than coverage provided to any other insured. (5)Does not apply if the "bodily injury", "property damage" or "personal and advertising injury"is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 SUMMARY OF COVERAGES Limits Page 1.Additional Insured by Contract, Agreement or Permit Included 1 2.Additional Insured - Broad Form Vendors 3.Alienated Premises 4.Broad Form Property Damage - Borrowed Equipment, Customers Goods and Use of Elevators 5.Incidental Malpractice (Employed Nurses, EMT's and Paramedics) 6.Personal and Advertising Injury - Broad Form 7.Product Recall Expense Product Recall Expense Each Occurrence Limit Product Recall Expense Aggregate Limit Product Recall Deductible 8.Unintentional Failure to Disclose Hazards 9.Unintentional Failure to Notify Included Included Included Included Included Included $25,000 $50,000 $500 Included Included 2 3 3 3 4 4 5 5 5 6 6 Aggregate Occurrence OB3D383369 1001622 c.This provision does not apply: (1)Unless the written contract or writtenagreement was executed or permit wasissued prior to the "bodily injury","property damage", or "personal injuryand advertising injury". (2)To any person or organization includedas an insured by another endorsementissued by us and made part of thisCoverage Part. (3)To any lessor of equipment: (a)After the equipment lease expires; or (b)If the "bodily injury", "propertydamage", "personal and advertisinginjury" arises out of sole negligenceof the lessor. (4)To any: (a)Owners or other interests from whomland has been leased if the"occurrence" takes place or theoffense is committed after the leasefor the land expires; or (b)Managers or lessors of premises if: (i)The "occurrence" takes place orthe offense is committed afteryou cease to be a tenant in thatpremises; or (ii)The "bodily injury", "propertydamage", "personal injury" or"advertising injury" arises out of structural alterations,newconstructionordemolitionoperations performed by or on behalf of the manager or lessor. (5)To "bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of or the failure torender any professional services. This exclusion applies even if the claimsagainst any insured allege negligence orother wrongdoing in the supervision, hiring,employment,training ormonitoring of others by that insured, ifthe "occurrence" which caused the"bodily injury" or "property damage" orthe offense which caused the "personaland advertising injury" involved therendering of or failure to render anyprofessional services by or for you. d.With respect to the insurance afforded tothese additional insureds, the following isadded to SECTION II - LIABILITY, D. Liabilityand Medical Expense Limits of Insurance : The most we will pay on behalf of theadditional insured for a covered claim is thelesser of the amount of insurance: 1.Required by the contract, agreement orpermit described in Paragraph a.;or 2.Available under the applicable Limits ofInsurance shown in the Declarations. This endorsement shall not increase theapplicable Limits of Insurance shown in theDeclarations e.All other insuring agreements, exclusions,and conditions of the policy apply. 2. Additional Insured - Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured - Broad Form Vendors a.Any person or organization that is a vendorwith whom you agreed in a written contractor written agreement to include as anadditional insured under this Coverage Partis an insured, but only with respect to liabilityfor "bodily injury" or "property damage"arising out of "your products" which aredistributed or sold in the regular course ofthe vendor's business. b.The insurance afforded to such vendordescribed above: (1)Only applies to the extent permitted bylaw; (2)Will not be broader than the insurancewhich you are required by the contract oragreement to provide for such vendor; (3)Will not be broader than coverageprovided to any other insured; and (4)Does not apply if the "bodily injury","property damage" or "personal andadvertising injury" is otherwise excludedfrom coverage under this Coverage Part,including any endorsements thereto c.With respect to insurance afforded to suchvendors, the following additional exclusionsapply: The insurance afforded to the vendor doesnot apply to: (1)"Bodily injury" or "property damage" forwhich the vendor is obligated to paydamages by reasons of the assumption ofliability in a contract or agreement. Thisexclusion does not apply to liability fordamages that the insured would have inthe absence of the contract oragreement; (2)Any express warranty unauthorized byyou; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 2 of 6 (3)Any physical or chemical change in the product made intentionally by the vendor; (4)Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5)Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (8)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a)The exceptions contained within the exclusion in subparagraphs (4)or (6) above; or (b)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9)"Bodily injury" or "property damage"arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. d.With respect to the insurance afforded to these vendors, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1.Required by the contract or agreement described in Paragraph a.; or 2.Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3. Alienated Premises SECTION II - LIABILITY, B. Exclusions, 1.Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2)Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4. Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a.The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4)does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4)and (6)do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b.For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1."Customers goods" means property of your customer on your premises for the purpose of being: a.Worked on; or b.Used in your manufacturing process. c.The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 5. Incidental Malpractice - Employed Nurses, EMT's and Paramedics SECTION II - LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 OB3D383369 1001622 emergency medical technician or paramedicemployed by you if you are not engaged in thebusiness or occupation of providing medical,paramedical, surgical, dental, x-ray or nursingservices. 6. Personal Injury - Broad Form a. SECTION II - LIABILITY, B. Exclusions, 2.Additional Exclusions Applicable only to "Personal and Advertising Injury",paragraphe.is deleted. b. SECTION II - LIABILITY, F. Liability andMedical Expenses Definitions, 14."Personaland advertising injury", paragraph b.isreplaced by the following: b.Malicious prosecution or abuse ofprocess. c.The following is added to SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions,Definition 14."Personal andadvertising injury": "Discrimination" (unless insurance thereof isprohibited by law) that results in injury to thefeelings or reputation of a natural person,but only if such "discrimination" is: (1)Not done intentionally by or at thedirection of: (a)The insured; (b)Any officer of the corporation,director, stockholder, partner ormember of the insured; and (2)Not directly or indirectly related to an"employee", not to the employment,prospective employment or terminationof any person or persons by an insured. d.For purposes of this endorsement, thefollowing definition is added to SECTION II -LIABILITY, F. Liability and Medical ExpensesDefinitions: 1."Discrimination" means the unlawfultreatment of individuals based upon race,color, ethnic origin, gender, religion, age,or sexual preference. "Discrimination"does not include the unlawful treatmentof individuals based upon developmental,physical, cognitive, mental, sensory oremotionalimpairmentoranycombination of these. e.This coverage does not apply if liabilitycoverage for "personal and advertisinginjury" is excluded either by the provisions ofthe Coverage Form or any endorsementthereto. 7. Product Recall Expense a. SECTION II - LIABILITY, B. Exclusions, 1.Applicable To Business Liability Coverage, o. Recall of Products, Work or Impairedis replaced by the following: o. Recall of Products, Work or ImpairedProperty Damages claimed for any loss, cost orexpense incurred by you or others forthe loss of use, withdrawal, recall,inspection,repair,replacement,adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; If such product, work or property iswithdrawn or recalled from the market orfrom use by any person or organizationbecause of a known or suspected defect,deficiency, inadequacy or dangerouscondition in it, but this exclusion doesnot apply to "product recall expenses"that you incur for the "covered recall" of"your product". However, the exception to the exclusiondoes not apply to "product recallexpenses" resulting from: (4)Failure of any products to accomplishtheir intended purpose; (5)Breach of warranties of fitness,quality, durability or performance; (6)Loss of customer approval, or anycost incurred to regain customerapproval; (7)Redistribution or replacement of"your product" which has beenrecalled by like products orsubstitutes; (8)Caprice or whim of the insured; (9)A condition likely to cause loss ofwhich any insured knew or hadreason to know at the inception ofthis insurance; (10)Asbestos, including loss, damage orclean up resulting from asbestos orasbestos containing materials; or (11)Recall of "your products" that haveno known or suspected defect solelybecause a known or suspecteddefect in another of "your products"has been found. b.The following is added to SECTION II -LIABILITY, C. Who Is An Insured,paragraph3.b.: "Product recall expense" arising out of anywithdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 4 of 6 Property c.The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a.The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1)Insureds; (2)"Covered Recalls" initiated; or (3)Number of "your products" withdrawn. b.The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c.The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d.All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e.Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f.If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d.The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1)Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2)Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e.For the purposs of this endorsement, the following definitions are added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1."Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2."Product recall expense(s)" means: a.Necessary and reasonable expenses for: (1)Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 OB3D383369 1001622 (2)Shipping the recalled productsfrom any purchaser, distributor oruser to the place or placesdesignated by you; (3)Remuneration paid to yourregular"employees"fornecessary overtime; (4)Hiring additional persons, otherthan your regular "employees"; (5)Expenses incurred by "employees"including transportation andaccommodations; (6)Expenses to rent additionalwarehouse or storage space; (7)Disposal of "your product", butonly to the extent that specificmethods of destruction other thanthoseemployedfor trashdiscarding or disposal arerequired to avoid "bodily injury"or "property damage" as a resultof such disposal, you incur exclusively for the purposeof recalling "your product"; and b.Your lost profit resulting from such"covered recall". f.This Product Recall Expense Coverage doesnot apply: (1)If the "products - completed operationshazard" is excluded from coverage underthis Coverage Part including anyendorsement thereto; or (2)To "product recall expense" arising out ofany of "your products" that are otherwise excluded from coverage under thisCoverage Part including endorsementsthereto. 8. Unintentional Failure to Disclose Hazards The following is added to SECTION II -LIABILITY, E. Liability and Medical ExpensesGeneral Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazardsexisting as of the inception date of the policyprovided such failure is not intentional. 9. Unintentional Failure to Notify The following is added to SECTION II -LIABILITY, E. Liability and Medical ExpensesGeneral Conditions, 2. Duties in the Event ofOccurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Partshall not be prejudiced if you fail to give usnotice of an "occurrence", offense, claim or "suit",solely due to your reasonable and documentedbelief that the "bodily injury", "property damage"or "personal and advertising injury" is notcovered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 6 of 6 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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 rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 05/29/2019 Doug Jones c/o Artex Risk Solutions, Inc. 8840 E. Chaparral Rd.; Suite 275 Scottsdale, AZ 85250 (480) 951-4177 (480) 951-4266 SDL.BSD.Certificates@artexrisk.com American Zurich Insurance Company 40142 Oasis Acquisition, Inc., a Paychex Company Labor Contractor, for co-employees of: SOUTHWEST STRATEGIES LLC 2054 Vista Parkway Suite 300 West Palm Beach, FL 33411 Coverage is provided for only those co-employees of, but not subcontractors to: WC 10-60-317-03 06/01/2019 06/01/2019 06/01/2020 06/01/2020 1,000,000 1,000,000 1,000,000 19FL075935688 16980-CAMAIN X Endorsements: Waiver of Subrogation SOUTHWEST STRATEGIES LLC 401 B STREET STE 150 SAN DIEGO, CA 92101 CITY OF CARLSBAD ATTN: CONTRACT ADMINISTRATION 1635 FARADAY AVENUE CARLSBAD, CA 92008 Client# A Location Coverage Period: X WORKERS’ COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT – CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the schedule (This agreement applies only to the extent that you per- form work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be of the California workers’ compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description IN FAVOR OF: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: Policy No: Endorsement No: Insured: Insurance Company: Countersigned by WC 04 03 06 Copyright 1983 National Council on Compensation Insurance City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 06/01/2019 WC 10-60-317-03 Oasis Acquisition, Inc., a Paychex Company Labor Contractor, for co-employees of: SOUTHWEST STRATEGIES LLC American Zurich Insurance Company $0 PSA19-553CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 3 PROJECT NO. 6608 This third Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Southwest Strategies, a limited liability company, ("Contractor") and the City of Carlsbad, ("City") dated Nov. 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide communications and outreach in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal attached as Appendix "A" for the State Street Drainage Project Outreach, (the “Project"). The Project services shall include State Street Drainage Project Outreach. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within one (1) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work by June 30, 2020. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $30,000. DocuSign Envelope ID: 6903EFBB-AB34-4A90-BEF2-749428627635 February 24, 2020 PSA19-553CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT STATE STREET DRAINAGE PROJECT OUTREACH TASK GROUP TIME & MATERIALS Communications and outreach activities $30,000 TOTAL (Not-to-Exceed) $30,000 CONTRACTOR SOUTHWEST STRATEGIES, a limited liability company SOUTHWEST STRATEGIES, a limited liability company (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Jennifer Wahl / CEO N/A (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column 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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Paz Gomez, Deputy City Manager, Public Works as authorized by the City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Assistant City Attorney DocuSign Envelope ID: 6903EFBB-AB34-4A90-BEF2-749428627635 February 24, 2020 City of Carlsbad State Street Drainage Improvement Project Construction Outreach Scope of Work Project Overview The location of the weekly State Street Farmers Market, flanked by restaurants and businesses including two curbside cafés, State Street between Grand Avenue and Carlsbad Village Drive is a popular destination for shopping and dining within Carlsbad Village. In order to alleviate street drainage issues and refresh surface improvements, crews will install 250 feet of 10-inch diameter PVC storm drainpipe with five drainage inlets, replace curb, gutter, sidewalk, and ADA ramps, as well as resurface the street as part of the State Street Drainage Improvement Project. The State Street Drainage Improvement Project was advertised in December 2019 and bidding opened January 21, 2020. Contract authorization and project start is anticipated to begin Spring 2020. Construction work for the State Street Drainage Improvement Project is expected to take place during the week between 6 a.m. and 4 p.m. The expected project timeframe is 45 total working days with approximately six weeks of actual construction work estimated. Construction noise is expected to be the loudest during demolition, which will likely take place early in the week on Mondays and Tuesdays. During work hours, up to one lane and adjacent parking stalls may be closed at a time, temporarily narrowing State Street to a one-way street. Security fencing and privacy screening will be installed between the immediate work area and State Street businesses. A minimum six-foot-wide sidewalk and access to adjacent businesses will be maintained throughout the project. During the week, outside of work hours, both lanes and adjacent parking areas will be opened for public use. The immediate work area and all associated equipment will be enclosed in security fencing and screening. The six-foot-wide sidewalk and access to businesses will be maintained. All equipment and materials will be removed from the work site by 4 p.m. every Friday. Improvements initiated during the work week will be in place and ready for public use prior to every weekend. The only night work throughout this project is pavement resurfacing, which will take place in a single night between 10 p.m. and 6 a.m. Two privately owned restaurant curbside cafes within the work area, one at Garcia’s Mexican Cuisine and one at Vigilucci’s Cucina Italiana, will need to be temporarily relocated by their respective owners prior to the start of construction. Additionally, the weekly Wednesday State Street Farmers Market in Carlsbad Village will be temporarily relocated to the Roosevelt parking lot during the State Street Drainage Improvement Project. With approximately 25 businesses located on this section of State Street in bustling Carlsbad Village and the need for two curbside café relocations, there will need to be a concerted effort to reach and maintain contact with businesses on State Street, notify patrons and visitors to the area, as well as coordinate with local business associations such as the Carlsbad Village Association regarding work impacts, timelines and encouraging cooperation to help ensure a smooth workflow and project completion. There will need to be coordination regarding the State Street Farmers Market relocation and any other local events that coincide with, or could be impacted by the work, noise, etc. Although this specific area is not heavily residential, there are several residential units within four complexes/buildings in the nearby vicinity. Two buildings located just to the east of this section of State Street on Carlsbad Village Drive, as well as the Villagio Carlsbad Cottages on State Street south of Carlsbad Village Drive and a new complex currently under construction at the southeast corner of State Street where it meets Oak Ave. PSA19-553CA - Task No. 3 Appendix "A" DocuSign Envelope ID: 6903EFBB-AB34-4A90-BEF2-749428627635 State Street Drainage Improvement Project Construction Outreach Scope of Work Page 2 of 8 Since there will be some demolition noise, outreach will be needed to these residential units and any others near the work area, in advance of work. Southwest Strategies has prepared the following Scope of Work, providing a plan for public outreach to accompany these efforts and keep all stakeholders and other interested members of the public informed throughout construction activities. Objectives 1. Inform businesses and interested stakeholders about the State Street Drainage Improvement Project from the start of construction through completion (45 days total, with approximately six weeks of construction work.) The specific outreach schedule will be tailored to outreach needs. 2. Deliver ongoing, consistent and timely information to all project stakeholders throughout construction. 3. Ensure open lines of communication and coordination with project stakeholders including State Street restaurants/businesses, Carlsbad residents and the public. 4. Respond to inquiries in a timely manner to address stakeholder questions and concerns. 5. Help alleviate project hurdles and increase collaboration between the City of Carlsbad and other key constituents/organizations that must remain informed and engaged throughout the project. Strategies 1. Communicate with stakeholders prior to and throughout, to ensure that accurate facts about the project are understood. 2. Engage business/retail management about the project so they are aware of how the project will affect their daily operations during construction and understand the benefits it will provide upon completion. 3. Utilize existing relationships with key organizations to streamline project coordination and implementation. Tactics The following tactics are recommended for educating businesses, stakeholders and the public about the State Street Drainage Improvement Project and keeping stakeholders informed throughout the work period. These tactics have been identified as the mechanism to implement public outreach activities covering the project’s timeline, which is anticipated to begin in Spring 2020 and continue for 45 total days (with approximately six weeks of construction work), with the understanding that outreach and coordination will likely also be needed for a period leading up to the actual work. 1. Communications Planning – Upon approval of this Scope of Work and receipt of a construction timeline, Southwest Strategies will prepare/update communications materials and develop a PSA19-553CA - Task No. 3 Appendix "A" DocuSign Envelope ID: 6903EFBB-AB34-4A90-BEF2-749428627635 State Street Drainage Improvement Project Construction Outreach Scope of Work Page 3 of 8 preliminary timeline of outreach activities to guide the project. a. Develop Message Platform – Southwest Strategies will prepare a message platform for the project to clearly articulate the scope of the project, as well as its objectives and benefits for Carlsbad residents, businesses and visitors. These messages will provide the basis of the construction outreach effort and be incorporated into all collateral materials. b. Create and Update Stakeholder Database – Southwest Strategies will compile a database of project stakeholders, including, but not limited to, State Street/nearby businesses and organizations (Carlsbad Village Association, etc.), adjacent residential units and others with interests in the project. The database will be expanded and updated on an ongoing and as-needed basis. c. Activate Construction Hotline and Email – If appropriate, Southwest Strategies will work with the City of Carlsbad to set up a project-specific construction hotline and email address. Alternatively, Southwest Strategies can work with the City of Carlsbad to coordinate the general construction hotline, which is maintained by the City of Carlsbad, and the current Construction Management and Inspections Division (CMI) project email address. Regardless of which approach is selected, the hotline and email contact information will be included in all project materials and provided to stakeholders during all outreach. 2. Collateral Materials Development – In conjunction with the City of Carlsbad, Southwest Strategies will develop project materials to provide stakeholders with an overview of the project, demonstrate its benefits and communicate construction updates. Southwest Strategies’ graphics department will develop all collateral materials based on the City of Carlsbad’s existing style and brand guidelines. a. Fact Sheet – Southwest Strategies will create a one-page fact sheet on the project, providing information on the work planned during construction and the benefits of these improvements. The fact sheet will also include a map of the construction area, highlighting the construction improvements and providing preliminary information about the extent and timing of construction. Additionally, the fact sheet will contain all project contact information, including a construction hotline number and email address, City of Carlsbad Facebook and Twitter and a link to the appropriate page on the City’s website (if relevant). All workers in the field – including the City inspector and construction crews – will be given fact sheets to provide to any members of the public who may approach them with a question on the project. The fact sheet will also be distributed by the project team during door-to-door walks to State Street businesses adjacent to construction to have on hand in case they receive any questions from their patrons. Information included in the fact sheet can be used in developing notices and other materials. PSA19-553CA - Task No. 3 Appendix "A" DocuSign Envelope ID: 6903EFBB-AB34-4A90-BEF2-749428627635 State Street Drainage Improvement Project Construction Outreach Scope of Work Page 4 of 8 b. Contact Cards – If desired, contact cards will be developed with the project name, construction hotline number, project email address and website. The cards can be used by the City inspector and construction team to hand out to businesses, patrons, residents or anyone who may approach them with a question on the project. c. Construction Notices – Southwest Strategies will work with the City of Carlsbad to develop and distribute printed construction notices to impacted businesses and others, as needed. Individual notices will be prepared as needed and delivered in line with the project schedule and agreed upon outreach approach. Where appropriate, prior to the beginning of construction, a “construction kick-off” notice will be developed providing an outline of the project, highlighting its benefits for members of the public and businesses and giving people an idea of what to expect during construction (including, but not limited to, construction hours, lights and noise, access issues, closures and traffic control and utility outages). Construction notices will be distributed to all impacted businesses, local business organizations, key constituents, etc. Notices and methods of dissemination will be prepared and tailored for each audience. d. Project Maps – Southwest Strategies will assist the City of Carlsbad with the development of all necessary project maps. These maps will depict project-specific features, such as the construction areas and any lane/access impacts and will be developed on an as-needed basis to highlight the specific work. e. Inquiry Response Protocol – Southwest Strategies will develop an Inquiry Response Protocol document for distribution to the City of Carlsbad’s administrative staff. The document will outline how to handle any inquiries on the project and inform staff what kinds of inquiries to handle immediately (using the Inquiry Response FAQ) and what kinds of inquiries to pass along to Southwest Strategies to handle, as well as the proper method in which to do so. f. Inquiry Response Frequently Asked Questions (FAQ) – To assist City of Carlsbad administrative staff in answering general questions about the project, Southwest Strategies will create and update a Frequently Asked Question document as needed. For inquiries not addressed by this document, City of Carlsbad staff will be instructed in the Inquiry Response Protocol to pass all information along to the designated Project Manager and Southwest Strategies. g. As-Needed Meeting Materials – As needed, Southwest Strategies will work with the City of Carlsbad to develop materials to enhance project communications including, but not limited to, meeting notes, PowerPoint presentations, display boards and specialized maps. 3. Stakeholder Outreach – Southwest Strategies will coordinate with the City of Carlsbad on outreach to stakeholders including the approximately 25 restaurants/businesses along State Street between Grand Avenue and Carlsbad Village Drive within Carlsbad Village. Although the project is not in a residential neighborhood, Southwest Strategies will also assess any impacts to PSA19-553CA - Task No. 3 Appendix "A" DocuSign Envelope ID: 6903EFBB-AB34-4A90-BEF2-749428627635 State Street Drainage Improvement Project Construction Outreach Scope of Work Page 5 of 8 property owners, community groups and organizations adjacent to State Street and the surrounding vicinity. a. Public Meetings/Stakeholder Briefings – Southwest Strategies will work with the City of Carlsbad to coordinate and conduct public meetings and/or provide information briefings to impacted businesses, including shops and restaurants, as well as other stakeholders and relevant business owners/associations, community groups and organizations and nearby residential, on an as-needed basis. The purpose of these presentations will be to proactively engage with stakeholders, providing an overview of the project, update on the status of construction and respond to any questions. This may include coordination of a meeting venue and distribution of a meeting invitation; development of a PowerPoint presentation, collateral materials such as handouts and display boards, and discussion guide/talking points; attendance/participation at any and all meetings; and coordination of any necessary follow-up. b. One-on-One Meetings – Southwest Strategies will work with the City of Carlsbad to coordinate and conduct face-to-face meetings with impacted businesses prior to construction beginning in the area on an as-needed basis. During these meetings, members of the project team will provide a detailed explanation of what work will be occurring, when it will occur and how it will impact operations, access and daily life for customers/patrons and employees. At this time, the project team will also provide information on anticipated traffic control measures, utility outages and answer any questions. These meetings will focus on the precise impacts that construction will have on the particular business by anticipating their specific needs and concerns. The purpose of these meetings will be to not only inform business owners and employees about potential impacts before beginning work, but also to open the lines of communication and encourage these individuals to keep in contact and inform the Project team should any issues arise. Meetings can be sought with representatives from State Street businesses, The Carlsbad Village Association, the Carlsbad Chamber of Commerce and other key businesses or groups. Although there appears to be no NCTD bus routes running down this specific portion of State Street, outreach will be made to the appropriate contacts with the North County Transit District, in line with their new construction notification procedure, so that they are aware of the work as they have busses nearby at the transit station and two main routes that run within the vicinity. Review and coordination with the Carlsbad Village Association and the City of Carlsbad and County of San Diego Special Events teams will help ensure any upcoming area events take the construction into consideration throughout planning and execution. PSA19-553CA - Task No. 3 Appendix "A" DocuSign Envelope ID: 6903EFBB-AB34-4A90-BEF2-749428627635 State Street Drainage Improvement Project Construction Outreach Scope of Work Page 6 of 8 Finally, outreach will also be made to the Carlsbad Chamber of Commerce to inform them of the work and provide updates at upcoming meetings, which could be disseminated to their members. c. Door-to-Door Business Outreach – Southwest Strategies will provide as needed door-to- door outreach to businesses adjacent to the project area to distribute notices, provide information about upcoming construction impacts and gather contact information for future communications. An initial door-to-door walk is recommended to connect with businesses, inform them about upcoming construction activities and gather contact information for future communications. Door-to-door outreach may be utilized in addition to mailers in some cases and may be used to inform businesses of upcoming work, in addition to electronic and other communication avenues. d. Coordinate Hotline and Email Inquiries – Southwest Strategies will work with the City of Carlsbad to monitor inquiries to the construction hotline and email and coordinate appropriate responses for inquiries received. All inquiries (provided to the Southwest Strategies team) will be maintained in an inquiry database, which will be used to track inquiries and responses to ensure proper follow-up. 4. Digital Media Development – Southwest Strategies will manage content development and updates related to the project on digital platforms, including eblasts, website content, social media and other as needed digital media outreach efforts, based on the City of Carlsbad’s existing style and brand guidelines. a. Eblasts – Southwest Strategies will work with the City of Carlsbad to develop project- specific eblasts to provide stakeholders with regular project updates and construction notices via email. Regular project update eblasts will be developed as needed per work phase to consistently provide stakeholders with a summary of progress as well as an overview of upcoming work. Additionally, Southwest Strategies will develop construction notice eblasts to inform stakeholders about construction activities that may impact their daily operations/lives. These eblasts will be developed and distributed as needed, depending on construction activities and impacts. Eblasts could also be prepared for use by key constituents such as the Carlsbad Village Association, Chamber of Commerce and beyond. b. Website Updates – Southwest Strategies will develop copy on the project to post on the City of Carlsbad’s website. Additionally, Southwest Strategies will review the website copy monthly and submit recommendations for website updates as appropriate. c. Social Media – Southwest Strategies will provide recommendations for periodic project construction update posts (including copy and accompanying visuals when possible) on the City of Carlsbad’s Twitter and Facebook. Recommendations for posts notifying the public of certain construction activities, such as road closures, changes in traffic control and other construction impacts, will also be provided on an as-needed basis. Whenever possible, Southwest Strategies will look to repurpose content from project eblasts and PSA19-553CA - Task No. 3 Appendix "A" DocuSign Envelope ID: 6903EFBB-AB34-4A90-BEF2-749428627635 State Street Drainage Improvement Project Construction Outreach Scope of Work Page 7 of 8 other collateral and updates for posting on social media. Social media content can also be prepared for use by key stakeholders, if and as needed. 5. Team Calls/Meetings – Southwest Strategies will help coordinate and attend regularly scheduled team progress calls/meetings to receive project updates and develop communications strategies, monitor public outreach milestones and gain feedback on project deliverables. Southwest Strategies will have ongoing communications with project managers and help coordinate and participate in any teleconferences necessary throughout the project. Additionally, Southwest Strategies staff can attend the pre-construction workshop and other meetings as requested by the project team, including meetings with other agencies. 6. Outreach Reports – Southwest Strategies will provide a comprehensive outreach report after each phase of outreach is completed to summarize activities conducted as part of the project scope. Deliverables 1. Message platform 2. Stakeholder database 3. Project hotline/email (if appropriate) 4. Fact sheet 5. Construction notices 6. Project maps 7. Inquiry Response Protocol 8. Inquiry Response FAQ 9. Team calls/meetings coordination 10. Outreach reports As Needed 11. Contact cards 12. Inquiry database 13. Meeting materials 14. Eblasts 15. Website content/updates 16. Social media content Budget & Timeline Based on the Scope of Work articulated above, Southwest Strategies has developed the following budget estimate. Based on the terms of the City of Carlsbad’s on-call contract with Southwest Strategies, the following are hourly rates for the Southwest Strategies staff assigned to assist with these outreach efforts. TITLE HOURLY RATE Chairman/President $225 Executive Vice President $205 Senior Vice President $195 Vice President $185 Senior Director of Public Affairs $180 Director of Public Affairs $170 Senior Manager of Public Affairs $160 Manager of Public Affairs $155 Senior Account Executive $125 PSA19-553CA - Task No. 3 Appendix "A" DocuSign Envelope ID: 6903EFBB-AB34-4A90-BEF2-749428627635 State Street Drainage Improvement Project Construction Outreach Scope of Work Page 8 of 8 Account Executive $110 Graphic Designer $115 Administrative Support $50 At the hourly rates outlined above and based on our previous work on similar projects with the City of Carlsbad, we anticipate the cost of outreach efforts for the State Street Drainage Improvement Project Construction Outreach will average approximately $12,000 to $15,000 a month, with some months being higher and others lower, depending on the amount of outreach necessary. We anticipate a budget of approximately $30,000 to implement the activities outlined in this Scope of Work. Work will be billed on a time-and-materials basis and will not exceed $30,000 total (excluding hard costs) over the full 45- day project expected to begin in Spring 2020, with the understanding that some outreach will need to occur leading up to and prior to work start. This scope accounts for preparations/outreach efforts to be conducted within the month leading up to project start and throughout the project. If project timelines exceed the expected 45-day period, it may be necessary to reevaluate the scope to determine if additional budget is required. ### PSA19-553CA - Task No. 3 Appendix "A" DocuSign Envelope ID: 6903EFBB-AB34-4A90-BEF2-749428627635 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER: $ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A(Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE 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), AUTHORIZEDREPRESENTATIVE 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 onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 10/3/2019 License # 0N00529 31534 Southwest Strategies, LLC401 B St #150 San Diego, CA 92101 A 2,000,000 X X OB3D383369 9/28/2019 9/28/2020 300,000 5,000 2,000,000 4,000,000 2,000,000 1,000,000A OB3D383369 9/28/2019 9/28/2020 A Property Section OB3D383369 9/28/2019 Contents 137,812 B Professional Liab LH3D394261 10/11/2019 10/11/2020 Professional Liab 1,000,000 City of Carlsbad/DMWD is named as the additional insured. Property: RC/Spec/90% Coins with DED 500Pro Liab: $1 Mil/$3Mil City of Carlsbad/CMWD 1635 Faraday Avenue Carlsbad, CA 92008 SOUTSTR-02 TAMN Breakwater Strategic Insurance Solutions2251 San Diego Ave., Ste. B-208San Diego, CA 92110 Holly McGlinn hmcglinn@unitedagencies.com Citizens Insurance Company of America The Hanover Group 9/28/2020 X X X X THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a.Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured 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 omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1)"Your work" for the additional insured(s) designated in the contract, agreement or permit; (2)Premises you own, rent, lease or occupy; or (3)Your maintenance, operation or use of equipment leased to you. b.The insurance afforded to such additional insured described above: (1)Only applies to the extent permitted by law; and (2)Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3)Applies on a primary basis if that is required by the written contract, written agreement or permit. (4)Will not be broader than coverage provided to any other insured. (5)Does not apply if the "bodily injury", "property damage" or "personal and advertising injury"is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 SUMMARY OF COVERAGES Limits Page 1.Additional Insured by Contract, Agreement or Permit Included 1 2.Additional Insured - Broad Form Vendors 3.Alienated Premises 4.Broad Form Property Damage - Borrowed Equipment, Customers Goods and Use of Elevators 5.Incidental Malpractice (Employed Nurses, EMT's and Paramedics) 6.Personal and Advertising Injury - Broad Form 7.Product Recall Expense Product Recall Expense Each Occurrence Limit Product Recall Expense Aggregate Limit Product Recall Deductible 8.Unintentional Failure to Disclose Hazards 9.Unintentional Failure to Notify Included Included Included Included Included Included $25,000 $50,000 $500 Included Included 2 3 3 3 4 4 5 5 5 6 6 Aggregate Occurrence OB3D383369 1001622 c.This provision does not apply: (1)Unless the written contract or writtenagreement was executed or permit wasissued prior to the "bodily injury","property damage", or "personal injuryand advertising injury". (2)To any person or organization includedas an insured by another endorsementissued by us and made part of thisCoverage Part. (3)To any lessor of equipment: (a)After the equipment lease expires; or (b)If the "bodily injury", "propertydamage", "personal and advertisinginjury" arises out of sole negligenceof the lessor. (4)To any: (a)Owners or other interests from whomland has been leased if the"occurrence" takes place or theoffense is committed after the leasefor the land expires; or (b)Managers or lessors of premises if: (i)The "occurrence" takes place orthe offense is committed afteryou cease to be a tenant in thatpremises; or (ii)The "bodily injury", "propertydamage", "personal injury" or"advertising injury" arises out of structural alterations,newconstructionordemolitionoperations performed by or on behalf of the manager or lessor. (5)To "bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of or the failure torender any professional services. This exclusion applies even if the claimsagainst any insured allege negligence orother wrongdoing in the supervision, hiring,employment,training ormonitoring of others by that insured, ifthe "occurrence" which caused the"bodily injury" or "property damage" orthe offense which caused the "personaland advertising injury" involved therendering of or failure to render anyprofessional services by or for you. d.With respect to the insurance afforded tothese additional insureds, the following isadded to SECTION II - LIABILITY, D. Liabilityand Medical Expense Limits of Insurance : The most we will pay on behalf of theadditional insured for a covered claim is thelesser of the amount of insurance: 1.Required by the contract, agreement orpermit described in Paragraph a.;or 2.Available under the applicable Limits ofInsurance shown in the Declarations. This endorsement shall not increase theapplicable Limits of Insurance shown in theDeclarations e.All other insuring agreements, exclusions,and conditions of the policy apply. 2. Additional Insured - Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured - Broad Form Vendors a.Any person or organization that is a vendorwith whom you agreed in a written contractor written agreement to include as anadditional insured under this Coverage Partis an insured, but only with respect to liabilityfor "bodily injury" or "property damage"arising out of "your products" which aredistributed or sold in the regular course ofthe vendor's business. b.The insurance afforded to such vendordescribed above: (1)Only applies to the extent permitted bylaw; (2)Will not be broader than the insurancewhich you are required by the contract oragreement to provide for such vendor; (3)Will not be broader than coverageprovided to any other insured; and (4)Does not apply if the "bodily injury","property damage" or "personal andadvertising injury" is otherwise excludedfrom coverage under this Coverage Part,including any endorsements thereto c.With respect to insurance afforded to suchvendors, the following additional exclusionsapply: The insurance afforded to the vendor doesnot apply to: (1)"Bodily injury" or "property damage" forwhich the vendor is obligated to paydamages by reasons of the assumption ofliability in a contract or agreement. Thisexclusion does not apply to liability fordamages that the insured would have inthe absence of the contract oragreement; (2)Any express warranty unauthorized byyou; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 2 of 6 (3)Any physical or chemical change in the product made intentionally by the vendor; (4)Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5)Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (8)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a)The exceptions contained within the exclusion in subparagraphs (4)or (6) above; or (b)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9)"Bodily injury" or "property damage"arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. d.With respect to the insurance afforded to these vendors, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1.Required by the contract or agreement described in Paragraph a.; or 2.Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3. Alienated Premises SECTION II - LIABILITY, B. Exclusions, 1.Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2)Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4. Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a.The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4)does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4)and (6)do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b.For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1."Customers goods" means property of your customer on your premises for the purpose of being: a.Worked on; or b.Used in your manufacturing process. c.The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 5. Incidental Malpractice - Employed Nurses, EMT's and Paramedics SECTION II - LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 OB3D383369 1001622 emergency medical technician or paramedicemployed by you if you are not engaged in thebusiness or occupation of providing medical,paramedical, surgical, dental, x-ray or nursingservices. 6. Personal Injury - Broad Form a. SECTION II - LIABILITY, B. Exclusions, 2.Additional Exclusions Applicable only to "Personal and Advertising Injury",paragraphe.is deleted. b. SECTION II - LIABILITY, F. Liability andMedical Expenses Definitions, 14."Personaland advertising injury", paragraph b.isreplaced by the following: b.Malicious prosecution or abuse ofprocess. c.The following is added to SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions,Definition 14."Personal andadvertising injury": "Discrimination" (unless insurance thereof isprohibited by law) that results in injury to thefeelings or reputation of a natural person,but only if such "discrimination" is: (1)Not done intentionally by or at thedirection of: (a)The insured; (b)Any officer of the corporation,director, stockholder, partner ormember of the insured; and (2)Not directly or indirectly related to an"employee", not to the employment,prospective employment or terminationof any person or persons by an insured. d.For purposes of this endorsement, thefollowing definition is added to SECTION II -LIABILITY, F. Liability and Medical ExpensesDefinitions: 1."Discrimination" means the unlawfultreatment of individuals based upon race,color, ethnic origin, gender, religion, age,or sexual preference. "Discrimination"does not include the unlawful treatmentof individuals based upon developmental,physical, cognitive, mental, sensory oremotionalimpairmentoranycombination of these. e.This coverage does not apply if liabilitycoverage for "personal and advertisinginjury" is excluded either by the provisions ofthe Coverage Form or any endorsementthereto. 7. Product Recall Expense a. SECTION II - LIABILITY, B. Exclusions, 1.Applicable To Business Liability Coverage, o. Recall of Products, Work or Impairedis replaced by the following: o. Recall of Products, Work or ImpairedProperty Damages claimed for any loss, cost orexpense incurred by you or others forthe loss of use, withdrawal, recall,inspection,repair,replacement,adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; If such product, work or property iswithdrawn or recalled from the market orfrom use by any person or organizationbecause of a known or suspected defect,deficiency, inadequacy or dangerouscondition in it, but this exclusion doesnot apply to "product recall expenses"that you incur for the "covered recall" of"your product". However, the exception to the exclusiondoes not apply to "product recallexpenses" resulting from: (4)Failure of any products to accomplishtheir intended purpose; (5)Breach of warranties of fitness,quality, durability or performance; (6)Loss of customer approval, or anycost incurred to regain customerapproval; (7)Redistribution or replacement of"your product" which has beenrecalled by like products orsubstitutes; (8)Caprice or whim of the insured; (9)A condition likely to cause loss ofwhich any insured knew or hadreason to know at the inception ofthis insurance; (10)Asbestos, including loss, damage orclean up resulting from asbestos orasbestos containing materials; or (11)Recall of "your products" that haveno known or suspected defect solelybecause a known or suspecteddefect in another of "your products"has been found. b.The following is added to SECTION II -LIABILITY, C. Who Is An Insured,paragraph3.b.: "Product recall expense" arising out of anywithdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 4 of 6 Property c.The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a.The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1)Insureds; (2)"Covered Recalls" initiated; or (3)Number of "your products" withdrawn. b.The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c.The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d.All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e.Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f.If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d.The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1)Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2)Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e.For the purposs of this endorsement, the following definitions are added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1."Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2."Product recall expense(s)" means: a.Necessary and reasonable expenses for: (1)Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 OB3D383369 1001622 (2)Shipping the recalled productsfrom any purchaser, distributor oruser to the place or placesdesignated by you; (3)Remuneration paid to yourregular"employees"fornecessary overtime; (4)Hiring additional persons, otherthan your regular "employees"; (5)Expenses incurred by "employees"including transportation andaccommodations; (6)Expenses to rent additionalwarehouse or storage space; (7)Disposal of "your product", butonly to the extent that specificmethods of destruction other thanthoseemployedfor trashdiscarding or disposal arerequired to avoid "bodily injury"or "property damage" as a resultof such disposal, you incur exclusively for the purposeof recalling "your product"; and b.Your lost profit resulting from such"covered recall". f.This Product Recall Expense Coverage doesnot apply: (1)If the "products - completed operationshazard" is excluded from coverage underthis Coverage Part including anyendorsement thereto; or (2)To "product recall expense" arising out ofany of "your products" that are otherwise excluded from coverage under thisCoverage Part including endorsementsthereto. 8. Unintentional Failure to Disclose Hazards The following is added to SECTION II -LIABILITY, E. Liability and Medical ExpensesGeneral Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazardsexisting as of the inception date of the policyprovided such failure is not intentional. 9. Unintentional Failure to Notify The following is added to SECTION II -LIABILITY, E. Liability and Medical ExpensesGeneral Conditions, 2. Duties in the Event ofOccurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Partshall not be prejudiced if you fail to give usnotice of an "occurrence", offense, claim or "suit",solely due to your reasonable and documentedbelief that the "bodily injury", "property damage"or "personal and advertising injury" is notcovered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 6 of 6 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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 rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 05/29/2019 Doug Jones c/o Artex Risk Solutions, Inc. 8840 E. Chaparral Rd.; Suite 275 Scottsdale, AZ 85250 (480) 951-4177 (480) 951-4266 SDL.BSD.Certificates@artexrisk.com American Zurich Insurance Company 40142 Oasis Acquisition, Inc., a Paychex Company Labor Contractor, for co-employees of: SOUTHWEST STRATEGIES LLC 2054 Vista Parkway Suite 300 West Palm Beach, FL 33411 Coverage is provided for only those co-employees of, but not subcontractors to: WC 10-60-317-03 06/01/2019 06/01/2019 06/01/2020 06/01/2020 1,000,000 1,000,000 1,000,000 19FL075935688 16980-CAMAIN X Endorsements: Waiver of Subrogation SOUTHWEST STRATEGIES LLC 401 B STREET STE 150 SAN DIEGO, CA 92101 CITY OF CARLSBAD ATTN: CONTRACT ADMINISTRATION 1635 FARADAY AVENUE CARLSBAD, CA 92008 Client# A Location Coverage Period: X WORKERS’ COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT – CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the schedule (This agreement applies only to the extent that you per- form work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be of the California workers’ compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description IN FAVOR OF: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: Policy No: Endorsement No: Insured: Insurance Company: Countersigned by WC 04 03 06 Copyright 1983 National Council on Compensation Insurance City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 06/01/2019 WC 10-60-317-03 Oasis Acquisition, Inc., a Paychex Company Labor Contractor, for co-employees of: SOUTHWEST STRATEGIES LLC American Zurich Insurance Company $0 PSA19-553CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 2 PROJECT NO. 6043, 6044 This second Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Southwest Strategies, LLC, ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1.CONTRACTOR'S OBLIGATIONS Contractor shall provide outreach services in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and Appendix "A" (“proposal”) for the Palomar Airport Road Widening, (the “Project"). The Project services shall include outreach and communication services. 2.PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work by June 30, 2020. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3.FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on project hours. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $27,000. DocuSign Envelope ID: 928CDBD2-F0D4-4F84-A094-EF4BCA2758F1 November 12, 2019 PSA19-553CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT OUTREACH AND COMMUNICATIONS TASK GROUP TOTAL Outreach and Communications $27,000 TOTAL (Not-to-Exceed) $27,000 CONTRACTOR Southwest Strategies, LLC Southwest Strategies, LLC (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Jennifer Wahl, CEO (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column 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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney N/A DocuSign Envelope ID: 928CDBD2-F0D4-4F84-A094-EF4BCA2758F1 November 12, 2019 City of Carlsbad Palomar Airport Road Widening Project Construction Outreach Scope of Work Project Overview Palomar Airport Road is a main artery serving as an east-west travel corridor from Interstate 5 inland though a busy portion of the City of Carlsbad, providing a direct connection to some of its main business hubs, as well as McClellan-Palomar Airport. The roadway turns into West San Marcos Boulevard near White Sands Drive and continues east into the heart of the City of San Marcos. Currently, there is significant congestion along portions of Palomar Airport Road, particularly near the Palomar Airport Road exit from Interstate 5. With the goal of helping alleviate traffic congestion in the area, the City of Carlsbad has initiated the Palomar Airport Road Widening Project at the intersection with Paseo Del Norte as part of its Capital Improvement Program (CIP). On July 23, 2019, the Carlsbad City Council adopted a resolution accepting bids and awarding a contract to Just Construction, Inc. for the construction of these improvements. The work includes widening improvements along eastbound Palomar Airport Road at the Paseo Del Norte intersection. A left turn lane modification will extend the existing left turn pocket on eastbound Palomar Airport Road onto northbound Paseo Del Norte an additional 175 feet to the west by removing a portion of the raised concrete median. Additionally, a right turn lane improvement will create a new dedicated right turn lane from eastbound Palomar Airport Road onto southbound Paseo Del Norte. The new right turn lane will be 250 feet in length and within the public right-of-way, which was dedicated by the adjacent private development as a condition of approval. In addition to the turn lane improvements, the Project includes related traffic signal modifications, pedestrian upgrades, a new bike lane in the eastbound direction and storm water quality improvements, all of which will improve the level of service at the intersection for all modes of travel. The work is expected to begin in Spring 2020 and last approximately two and a half months. Work will occur Sunday night through Friday morning from 8 p.m. to 5 a.m. Due to the proximity to Interstate 5, a right-of-way encroachment permit from the California Department of Transportation (Caltrans) has been secured for the Project. Close coordination with Caltrans will be necessary throughout the project, especially as Caltrans works on highway improvements to Interstate 5 as part of Build NCC, the first phase of construction of the North Coast Corridor (NCC) program. Build NCC work is currently underway along an eight-mile stretch of Interstate 5 between Manchester Avenue in the City of Encinitas and Palomar Airport Road in the City of Carlsbad. as a result of current construction activities, a speed limit reduction to 55 miles per hour is in place in both the northbound and southbound directions of Interstate 5, requiring ongoing coordination with Caltrans to avoid compounding traffic impacts. In addition to coordination with Caltrans, coordination with utility companies SDG&E and AT&T will be necessary to plan and implement a pedestal relocation and work-related manhole adjustments. Although the work will not occur in a residential neighborhood, this area is a very busy section of Palomar Airport Road, exiting off Interstate 5, and will need intensive outreach and thorough traffic coordination. In particular, several busy/high profile businesses in the area, including Islands restaurant, a 24-hour Mobil gas station, the nearby Carlsbad Premium Outlets, The Flower Fields, the Carlsbad by the Sea hotel and others, will need ongoing communication and coordination throughout construction. The Carlsbad Windmill Food Hall is an important business to keep in mind depending on its timeline in PSA19-553CA Task No. 2 Appendix A DocuSign Envelope ID: 928CDBD2-F0D4-4F84-A094-EF4BCA2758F1 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 2 of 10 line with construction work. Also, Costco Wholesale and LEGOLAND California are nearby the planned work and should be considered during outreach. In addition, the Mobil gas station has a large sign that must be moved for the work to occur. The City of Carlsbad is currently in discussions with the gas station regarding the sign move. The 8 p.m. work start time will require additional outreach and coordination to ensure patrons and business owners, particularly for restaurants in the area, are aware of the work start time, and outreach will be required to assist in navigating and helping lessen the impacts for restaurant patrons, hotel guests and area visitors as much as possible. Water outages are also planned for this project and will need advanced notification and coordination, particularly with the restaurants and hotels in the area. Additionally, considering there are two main busses serving Palomar Airport Road, the 444 and 445 busses, as well as a bus stop near the southeast corner of the Palomar Airport Road and Paseo Del Norte intersection, ongoing coordination will be necessary with North County Transit District (NCTD) representatives to ensure they are aware of the work and to address potential issues and communicate impacts as needed. Additionally, outreach could be considered to the cities of Oceanside, Encinitas and San Diego to ensure they are also aware of the project. Southwest Strategies has prepared the following Scope of Work, providing a plan for public outreach to accompany these efforts and keep all stakeholders and other interested members of the public informed throughout construction activities. Additionally, due to the numerous agencies that must be engaged for this work to occur, Southwest Strategies has included public affairs and project coordination assistance options, should the City of Carlsbad/project team want to take advantage of Southwest Strategies’ expertise in these areas, as well as its connections to key agencies, including Caltrans. Objectives 1.Inform businesses and interested stakeholders about the Palomar Airport Road Widening Project from the start of construction through completion (approximately two and a half months, with the specific outreach schedule tailored to outreach needs). 2.Deliver ongoing, consistent and timely information to all project stakeholders throughout construction. 3.Ensure open lines of communication and coordination with project stakeholders, Carlsbad residents and the public. 4.Respond to inquiries in a timely manner to address stakeholder questions and concerns. 5.Help alleviate project hurdles and increase collaboration between the City of Carlsbad and other key organizations that must remain informed and engaged throughout the project. Strategies 1.Communicate with stakeholders prior to and throughout construction to ensure that accurate facts about the project are understood. DocuSign Envelope ID: 928CDBD2-F0D4-4F84-A094-EF4BCA2758F1 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 3 of 10 2.Engage business/retail management about the project so they are aware of how the project will affect their daily operations during construction and understand the benefits it will provide upon completion. 3.Utilize existing relationships with key organizations to streamline project coordination and implementation. Tasks The following public outreach tasks are recommended for educating businesses, stakeholders and the public about the Palomar Airport Road Widening Project and keeping stakeholders informed throughout the work period. These tasks have been identified as the mechanism to implement public outreach activities covering the project’s timeline, which is anticipated to begin in Spring 2020 and continue for approximately two and a half months, with the understanding that outreach and coordination will likely also be needed for a period leading up to the actual work. 1.Communications Planning – Upon approval of this Scope of Work and receipt of a construction timeline, Southwest Strategies will prepare/update communications materials and develop a preliminary timeline of outreach activities to guide the project. a.Develop Message Platform – Southwest Strategies will prepare a message platform for the project to clearly articulate the scope of the project, as well as its objectives and benefits for Carlsbad residents, businesses and visitors. These messages will provide the basis of the construction outreach effort and be incorporated into all collateral materials. b.Create and Update Stakeholder Database – Southwest Strategies will compile a database of project stakeholders, including, but not limited to, nearby businesses and organizations, elected officials, representatives from local agencies and others with interests in the project. The database will be expanded and updated on an ongoing and as-needed basis. c.Activate Construction Hotline and Email – If appropriate, Southwest Strategies will work with the City of Carlsbad to set up a project-specific construction hotline and email address. Alternatively, Southwest Strategies can work with the City of Carlsbad to coordinate the general construction hotline, which is maintained by the City of Carlsbad, and the current Construction Management and Inspections Division (CMI) project email address. Regardless of which approach is selected, the hotline and email contact information will be included in all project materials and provided to stakeholders during all outreach. 2.Collateral Materials Development – In conjunction with the City of Carlsbad, Southwest Strategies will develop several project materials to provide stakeholders with an overview of the project, demonstrate its benefits and communicate construction updates. Southwest Strategies’ graphics department will develop all collateral materials based on the City of Carlsbad’s existing DocuSign Envelope ID: 928CDBD2-F0D4-4F84-A094-EF4BCA2758F1 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 4 of 10 style and brand guidelines. a.Fact Sheet – Southwest Strategies will create a one-page fact sheet on the project, providing information on the work planned during construction and the benefits of these improvements. The fact sheet will also include a map of the construction area, highlighting the construction improvements and providing preliminary information about the extent and timing of construction. Additionally, the fact sheet will contain all project contact information, including construction hotline number and email address, City of Carlsbad Facebook and Twitter and a link or Bitly to the appropriate page on the City’s website (if relevant). All workers in the field – including the City inspector and construction crews – will be given fact sheets to provide to any members of the public who may approach them with a question on the project. The fact sheet will also be distributed by the project team during door-to-door walks and provided to businesses adjacent to construction to have on hand in case they receive any questions from their patrons. Information included in the fact sheet can be used in developing notices and other materials, as well. b.Contact Cards – If desired, contact cards will be developed with the project name, construction hotline number, project email address and website. The cards can be used by the City inspector and construction team to hand out to residents and businesses who may approach them with a question on the project. c.Project Signage – Southwest Strategies will design all necessary project signage, including, but not limited to roadway signs, window display posters and sand board signs. This includes required SANDAG TransNet signs, as well as wayfinding, “Business Open During Construction,” signs for Islands Restaurant and other businesses as needed. Southwest Strategies will adhere to all requirements provided in the SANDAG TransNet Signage Guide. While we believe that the smaller vertical TransNet signs will be required for this project, we’ve provided an estimated hard cost for signage that accounts for larger signs, if required. Once signage has been designed and artwork approved, Southwest Strategies will work with the City of Carlsbad and/or its preferred vendor(s), including preferred vendors listed in the TransNet Signage Guide, to coordinate production and installation. d.Construction Notices – Southwest Strategies will work with the City of Carlsbad to develop and distribute printed construction notices to impacted businesses as needed. Individual notices will be prepared as needed and delivered in line with the project schedule and agreed upon outreach approach. Where appropriate, prior to the beginning of construction, a “construction kick-off” notice will be developed providing an outline of the project, highlighting its benefits for members of the public and businesses and giving people an idea of what to expect during construction (including, but not limited to, construction hours, lights and noise, access issues, closures and traffic control and utility outages). Construction notices will be distributed to all impacted businesses, property owners, etc. Notices and methods of dissemination will be prepared and tailored for each audience, with insight from City of Carlsbad as well as DocuSign Envelope ID: 928CDBD2-F0D4-4F84-A094-EF4BCA2758F1 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 5 of 10 other constituents, such as agency representatives. (See Stakeholder Meetings for more detail) e.Project Maps – Southwest Strategies will assist the City of Carlsbad with the development of all necessary project maps. These maps will depict project-specific features, such as the construction areas and any route/access impacts and will be developed on an as-needed basis to highlight the specific phases and segments of work. f.Inquiry Response Protocol – Southwest Strategies will develop an Inquiry Response Protocol document for distribution to the City of Carlsbad’s administrative staff. The document will outline how to handle any inquiries on the project and inform staff what kinds of inquiries to handle immediately (using the Inquiry Response FAQ) and what kinds of inquiries to pass along to Southwest Strategies to handle, as well as the proper method in which to do so. g.Inquiry Response Frequently Asked Questions (FAQ) – To assist City of Carlsbad administrative staff in answering general questions about the project, Southwest Strategies will create and update as needed a Frequently Asked Question document. For inquiries not addressed by this document, City of Carlsbad staff will be instructed in the Inquiry Response Protocol to pass all information along to the designated Project Manager and Southwest Strategies. h.As-Needed Meeting Materials – As needed, Southwest Strategies will work with the City of Carlsbad to develop materials to enhance project communications including, but not limited to, meeting notes, PowerPoint presentations, display boards and specialized maps. 3.Stakeholder Outreach – Southwest Strategies will coordinate with the City of Carlsbad on outreach to stakeholders including, but not limited to: nearby businesses, the Carlsbad Premium Outlets, The Flower Fields, surrounding hotels, Caltrans, representatives from local utilities, the North County Transit District, appropriate elected officials, and others with interests in the project. Although the project is not in a residential neighborhood, Southwest Strategies will also assess any impacts to property owners and homeowners’ associations (HOAs) or community groups and organizations adjacent to or further east/west on Palomar Airport Road and the surrounding vicinity. a.Stakeholder Meetings – Southwest Strategies will work with the City of Carlsbad to coordinate and conduct public meetings and/or provide information briefings to impacted businesses, including hotels, shops and restaurants, as well as other stakeholders and relevant business owners/associations, community groups and organizations on an as-needed basis. The purpose of these presentations will be to proactively engage with stakeholders, providing an overview of the project, update on the status of construction and response to any questions. This may include coordination of a meeting venue and distribution of a meeting invitation; development of a PowerPoint presentation, collateral materials such as handouts and display boards, and DocuSign Envelope ID: 928CDBD2-F0D4-4F84-A094-EF4BCA2758F1 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 6 of 10 discussion guide/talking points; attendance/participation at any and all meetings; and coordination of any necessary follow-up. b.One-on-One Meetings – Southwest Strategies will work with the City of Carlsbad to coordinate and conduct face-to-face meetings with impacted businesses prior to construction beginning in the area on an as-needed basis. During these meetings, members of the project team will provide a detailed explanation of what work will be occurring, when it will occur and how it will impact operations, access and daily life for customers/patrons and employees. At this time, the project team will also provide information on anticipated traffic control measures, utility outages and answer any questions. These meetings will focus more on the precise impacts that construction will have on the particular business by anticipating their specific needs and concerns. The purpose of these meetings will be to not only inform the residents and employees about potential impacts before beginning work, but also to open the lines of communication and encourage these individuals to keep in contact and inform the Project team should any issues arise. As previously mentioned, meetings will be sought with representatives from Carlsbad Premium Outlets, The Flower Fields, Islands Restaurant, Mobil Gas, the Carlsbad by the Sea Hotel, NCTD, Caltrans, appropriate elected officials, the Carlsbad Chamber of Commerce and other key businesses or groups. In the case of the Carlsbad Premium Outlets, outreach will be made to the Simon company management office well in advance of the start of construction to inform them of the upcoming work, solidify relationships with representatives and determine the best way to coordinate with all of their tenants. In-person meetings could be set up, as needed, with management to review the work plans and schedules and discuss disseminating information to their tenants, renovation construction crews and patrons. Per these discussions, materials will be tailored to best reach these audiences, be that electronic communications that will be sent in an eblast, via a newsletter, hard copies, during standing meetings the mall has with their tenants and crews, or other methods as most appropriate. Southwest Strategies staff could attend and participate in ongoing meetings and calls with mall representatives as needed. A similar meeting will be coordinated with Carlsbad Flower Fields management in order to help ensure that any work occurring during flower bloom season is highly coordinated and doesn’t limit visitor access or effect attendance. Considering the work is at night, this will likely not be an issue; however, close coordination will still be a top priority to ensure all parties are aware of the work and any questions/concerns addressed. In the case of NCTD, the same process will occur, including outreach to representatives and a meeting to discuss what, if any, impacts the construction will have on their bus routes along Palomar Airport Road and in the vicinity of the work. The meetings will also focus on the best options to disseminate information to bus passengers. A high level of DocuSign Envelope ID: 928CDBD2-F0D4-4F84-A094-EF4BCA2758F1 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 7 of 10 consistent, ongoing outreach and coordination will be maintained with NCTD to ensure the word is spread amongst their ridership and constituents. In addition to the project team plans to include Caltrans representatives in their pre- construction meeting, given Southwest Strategies’ existing work and relationships with key leaders in the organization, consistent communications will be maintained to Caltrans representatives to ensure they are well-informed about the project throughout all phases of the work and to highlight its proximity to Build NCC construction and solidify any needed cross coordination. Additionally, coordination with the City of Carlsbad and County of San Diego Special Events teams will help ensure any upcoming area events take the construction into consideration throughout planning and execution. Finally, outreach will also be made to the Carlsbad Chamber of Commerce to inform them of the work and provide updates at upcoming meetings, which could be disseminated to their members. c.Door-to-Door Business Outreach – Southwest Strategies will provide as needed door-to- door outreach to businesses adjacent the project area to distribute notices, provide information about upcoming construction impacts and gather contact information for future communications. Door-to-door outreach may be utilized in addition to mailers in some cases and may be used to inform outlet mall tenants of upcoming work, in addition to outreach from management, electronic and other communication avenues. d.Coordinate Hotline and Email Inquiries – Southwest Strategies will work with the City of Carlsbad to monitor inquiries to the construction hotline and email and coordinate appropriate responses for inquiries received. All inquiries (provided to the Southwest Strategies team) will be maintained in an inquiry database, which will be used to track inquiries and responses to ensure proper follow-up. 4.Digital Media Development – Southwest Strategies will manage content development and updates related to the project on digital platforms, including eblasts, website content, social media and other as needed digital media outreach efforts, based on the City of Carlsbad’s existing style and brand guidelines. a.Eblasts – Southwest Strategies will work with the City of Carlsbad to develop project- specific eblasts to provide stakeholders with regular project updates and construction notices via email. Regular project update eblasts will be developed as needed per work phase to consistently provide stakeholders with a summary of progress as well as an overview of upcoming work. Additionally, Southwest Strategies will develop construction notice eblasts to inform stakeholders about construction activities that may impact their daily operations/lives. These eblasts will be developed and distributed as needed, depending on construction activities and impacts. Eblasts could also be prepared for use by key constituents such as the outlet mall, Caltrans, NCTD, Chamber DocuSign Envelope ID: 928CDBD2-F0D4-4F84-A094-EF4BCA2758F1 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 8 of 10 of Commerce and beyond. b.Website Updates – Southwest Strategies will develop copy on the project to post on the City of Carlsbad’s website. Additionally, Southwest Strategies will review the website copy monthly and submit recommendations for website updates as appropriate. c.Social Media – Southwest Strategies will provide recommendations for periodic project construction update posts (including copy and accompanying visual when possible) on the City of Carlsbad’s Twitter and Facebook. Recommendations for posts notifying the public of certain construction activities, such as road closures, changes in traffic control and other construction impacts, will also be provided on an as-needed basis. Whenever possible, Southwest Strategies will look to repurpose content from project eblasts and other collateral and updates for posting on social media. Social media content can also be prepared for use by key stakeholders such as the outlet mall, Caltrans and NCTD, if and as needed. 5.Team Meetings – Southwest Strategies will help coordinate and attend regularly scheduled team progress calls/meetings to receive project updates and develop communications strategies, monitor public outreach milestones and gain feedback on project deliverables. Southwest Strategies will have ongoing communications with project managers and help coordinate and participate in any teleconferences necessary throughout the project. Additionally, Southwest Strategies staff will attend the pre-construction workshop and other meetings as requested by the project team, including meetings with other agencies. 6.Comprehensive Outreach Reports – Southwest Strategies will provide a comprehensive outreach report after each phase of outreach is completed to summarize activities conducted as part of the project scope. 7.Project Coordination and Management Assistance/Public Affairs Support – Southwest Strategies can provide as needed project coordination assistance and public affairs support. Much of what Southwest Strategies does for its clients includes project management, helping project managers connect with the most appropriate contacts in order to work through and overcome any hurdles met during construction, as well as negotiating and moderating with businesses on behalf of its clients, helping ensure a project runs smoothly, surpasses any issues impacting work, and limits complaints/maintains efficient communications with key constituents. Below please find a list of à la carte services to be utilized at the City’s discretion. a.Relationship Utilization – Southwest Strategies has longstanding and valuable relationships with Caltrans, NCTD and other key organizations. These relationships can be helpful for coordination, collaboration and problem solving. b.Negotiations/Issues Support – Southwest Strategies is highly skilled in addressing issues and bringing both parties to an agreeable outcome. c.Project Coordination/Management Assistance – Southwest Strategies specializes in project management and oversight of consultants, vendors, contractors and other third- party entities for its clients. This includes timeline and deadline tracking and more. DocuSign Envelope ID: 928CDBD2-F0D4-4F84-A094-EF4BCA2758F1 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 9 of 10 d.Public Affairs – Southwest Strategies has longstanding and deep connections with local leaders and organizations and can coordinate briefings and handle issues with key constituents preemptively before they arise. Deliverables 1.Message platform 2.Stakeholder database 3.Project hotline and email (if appropriate) 4.Fact sheet 5.Contact cards 6.Project signage 7.Construction notices 8.Project maps 9.Inquiry Response Protocol 10.Inquiry Response FAQ 11.Inquiry database 12.Meeting materials (as needed) 13.Eblasts 14.Website content/updates 15.Social media content 16.Team meeting agendas and materials 17.Comprehensive outreach reports Budget & Timeline Based on the Scope of Work articulated above, Southwest Strategies has developed the following budget estimate. Based on the terms of the City of Carlsbad’s on-call contract with Southwest Strategies, the following are hourly rates for the Southwest Strategies staff assigned to assist with these outreach efforts. TITLE HOURLY RATE Chairman/President $225 Vice President $185 Director of Public Affairs $170 Manager of Public Affairs $155 Senior Account Executive $125 Account Executive $110 Graphic Designer $115 Administrative Support $50 At the hourly rates outlined above and based on our previous work on similar projects with the City of Carlsbad, we anticipate the cost of outreach efforts for the Palomar Airport Road Widening Project Construction Outreach will average approximately $7,000 to $9,000 a month, with some months being higher and others lower, depending on the amount of outreach necessary. Additionally, there would be an estimated $5,000 in hard costs to fabricate signage for the project. This includes the two minimum TransNet signs required, two business wayfinding signs and production of two additional signs as needed, for a total of six signs. Please note that this does not include installation costs. Including signage hard costs, we anticipate a budget of $26,000 - $32,000 to implement the activities outlined in this Scope of Work. Work will be billed on a time-and-materials basis and will not exceed $32,000 total over the expected two and a half-month course of work (in Spring 2020), with the understanding that some outreach will need to occur leading up to and prior to work start. If project timelines exceed the two and a half-month period, it may be necessary to reevaluate the scope to determine if additional budget is required. Please note that this does not include the Project Coordination and Management DocuSign Envelope ID: 928CDBD2-F0D4-4F84-A094-EF4BCA2758F1 Palomar Airport Road Widening Project Construction Outreach Scope of Work Page 10 of 10 Assistance/Public Affairs Support options provided à la carte above. If the City is interested in these options, we would expect an additional $9,000-$15,000 over the course of the project, depending on the extent of service. ### DocuSign Envelope ID: 928CDBD2-F0D4-4F84-A094-EF4BCA2758F1 PSA19-553CA Task No. 2 DocuSign Envelope ID: 928CDBD2-F0D4-4F84-A094-EF4BCA2758F1 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER: $ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A(Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE 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), AUTHORIZEDREPRESENTATIVE 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 onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 10/3/2019 License # 0N00529 31534 Southwest Strategies, LLC401 B St #150 San Diego, CA 92101 A 2,000,000 X X OB3D383369 9/28/2019 9/28/2020 300,000 5,000 2,000,000 4,000,000 2,000,000 1,000,000A OB3D383369 9/28/2019 9/28/2020 A Property Section OB3D383369 9/28/2019 Contents 137,812 B Professional Liab LH3D394261 10/11/2019 10/11/2020 Professional Liab 1,000,000 City of Carlsbad/DMWD is named as the additional insured. Property: RC/Spec/90% Coins with DED 500Pro Liab: $1 Mil/$3Mil City of Carlsbad/CMWD 1635 Faraday Avenue Carlsbad, CA 92008 SOUTSTR-02 TAMN Breakwater Strategic Insurance Solutions2251 San Diego Ave., Ste. B-208San Diego, CA 92110 Holly McGlinn hmcglinn@unitedagencies.com Citizens Insurance Company of America The Hanover Group 9/28/2020 X X X X THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a.Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured 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 omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1)"Your work" for the additional insured(s) designated in the contract, agreement or permit; (2)Premises you own, rent, lease or occupy; or (3)Your maintenance, operation or use of equipment leased to you. b.The insurance afforded to such additional insured described above: (1)Only applies to the extent permitted by law; and (2)Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3)Applies on a primary basis if that is required by the written contract, written agreement or permit. (4)Will not be broader than coverage provided to any other insured. (5)Does not apply if the "bodily injury", "property damage" or "personal and advertising injury"is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 SUMMARY OF COVERAGES Limits Page 1.Additional Insured by Contract, Agreement or Permit Included 1 2.Additional Insured - Broad Form Vendors 3.Alienated Premises 4.Broad Form Property Damage - Borrowed Equipment, Customers Goods and Use of Elevators 5.Incidental Malpractice (Employed Nurses, EMT's and Paramedics) 6.Personal and Advertising Injury - Broad Form 7.Product Recall Expense Product Recall Expense Each Occurrence Limit Product Recall Expense Aggregate Limit Product Recall Deductible 8.Unintentional Failure to Disclose Hazards 9.Unintentional Failure to Notify Included Included Included Included Included Included $25,000 $50,000 $500 Included Included 2 3 3 3 4 4 5 5 5 6 6 Aggregate Occurrence OB3D383369 1001622 c.This provision does not apply: (1)Unless the written contract or writtenagreement was executed or permit wasissued prior to the "bodily injury","property damage", or "personal injuryand advertising injury". (2)To any person or organization includedas an insured by another endorsementissued by us and made part of thisCoverage Part. (3)To any lessor of equipment: (a)After the equipment lease expires; or (b)If the "bodily injury", "propertydamage", "personal and advertisinginjury" arises out of sole negligenceof the lessor. (4)To any: (a)Owners or other interests from whomland has been leased if the"occurrence" takes place or theoffense is committed after the leasefor the land expires; or (b)Managers or lessors of premises if: (i)The "occurrence" takes place orthe offense is committed afteryou cease to be a tenant in thatpremises; or (ii)The "bodily injury", "propertydamage", "personal injury" or"advertising injury" arises out of structural alterations,newconstructionordemolitionoperations performed by or on behalf of the manager or lessor. (5)To "bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of or the failure torender any professional services. This exclusion applies even if the claimsagainst any insured allege negligence orother wrongdoing in the supervision, hiring,employment,training ormonitoring of others by that insured, ifthe "occurrence" which caused the"bodily injury" or "property damage" orthe offense which caused the "personaland advertising injury" involved therendering of or failure to render anyprofessional services by or for you. d.With respect to the insurance afforded tothese additional insureds, the following isadded to SECTION II - LIABILITY, D. Liabilityand Medical Expense Limits of Insurance : The most we will pay on behalf of theadditional insured for a covered claim is thelesser of the amount of insurance: 1.Required by the contract, agreement orpermit described in Paragraph a.;or 2.Available under the applicable Limits ofInsurance shown in the Declarations. This endorsement shall not increase theapplicable Limits of Insurance shown in theDeclarations e.All other insuring agreements, exclusions,and conditions of the policy apply. 2. Additional Insured - Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured - Broad Form Vendors a.Any person or organization that is a vendorwith whom you agreed in a written contractor written agreement to include as anadditional insured under this Coverage Partis an insured, but only with respect to liabilityfor "bodily injury" or "property damage"arising out of "your products" which aredistributed or sold in the regular course ofthe vendor's business. b.The insurance afforded to such vendordescribed above: (1)Only applies to the extent permitted bylaw; (2)Will not be broader than the insurancewhich you are required by the contract oragreement to provide for such vendor; (3)Will not be broader than coverageprovided to any other insured; and (4)Does not apply if the "bodily injury","property damage" or "personal andadvertising injury" is otherwise excludedfrom coverage under this Coverage Part,including any endorsements thereto c.With respect to insurance afforded to suchvendors, the following additional exclusionsapply: The insurance afforded to the vendor doesnot apply to: (1)"Bodily injury" or "property damage" forwhich the vendor is obligated to paydamages by reasons of the assumption ofliability in a contract or agreement. Thisexclusion does not apply to liability fordamages that the insured would have inthe absence of the contract oragreement; (2)Any express warranty unauthorized byyou; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 2 of 6 (3)Any physical or chemical change in the product made intentionally by the vendor; (4)Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5)Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (8)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a)The exceptions contained within the exclusion in subparagraphs (4)or (6) above; or (b)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9)"Bodily injury" or "property damage"arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. d.With respect to the insurance afforded to these vendors, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1.Required by the contract or agreement described in Paragraph a.; or 2.Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3. Alienated Premises SECTION II - LIABILITY, B. Exclusions, 1.Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2)Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4. Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a.The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4)does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4)and (6)do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b.For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1."Customers goods" means property of your customer on your premises for the purpose of being: a.Worked on; or b.Used in your manufacturing process. c.The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 5. Incidental Malpractice - Employed Nurses, EMT's and Paramedics SECTION II - LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 OB3D383369 1001622 emergency medical technician or paramedicemployed by you if you are not engaged in thebusiness or occupation of providing medical,paramedical, surgical, dental, x-ray or nursingservices. 6. Personal Injury - Broad Form a. SECTION II - LIABILITY, B. Exclusions, 2.Additional Exclusions Applicable only to "Personal and Advertising Injury",paragraphe.is deleted. b. SECTION II - LIABILITY, F. Liability andMedical Expenses Definitions, 14."Personaland advertising injury", paragraph b.isreplaced by the following: b.Malicious prosecution or abuse ofprocess. c.The following is added to SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions,Definition 14."Personal andadvertising injury": "Discrimination" (unless insurance thereof isprohibited by law) that results in injury to thefeelings or reputation of a natural person,but only if such "discrimination" is: (1)Not done intentionally by or at thedirection of: (a)The insured; (b)Any officer of the corporation,director, stockholder, partner ormember of the insured; and (2)Not directly or indirectly related to an"employee", not to the employment,prospective employment or terminationof any person or persons by an insured. d.For purposes of this endorsement, thefollowing definition is added to SECTION II -LIABILITY, F. Liability and Medical ExpensesDefinitions: 1."Discrimination" means the unlawfultreatment of individuals based upon race,color, ethnic origin, gender, religion, age,or sexual preference. "Discrimination"does not include the unlawful treatmentof individuals based upon developmental,physical, cognitive, mental, sensory oremotionalimpairmentoranycombination of these. e.This coverage does not apply if liabilitycoverage for "personal and advertisinginjury" is excluded either by the provisions ofthe Coverage Form or any endorsementthereto. 7. Product Recall Expense a. SECTION II - LIABILITY, B. Exclusions, 1.Applicable To Business Liability Coverage, o. Recall of Products, Work or Impairedis replaced by the following: o. Recall of Products, Work or ImpairedProperty Damages claimed for any loss, cost orexpense incurred by you or others forthe loss of use, withdrawal, recall,inspection,repair,replacement,adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; If such product, work or property iswithdrawn or recalled from the market orfrom use by any person or organizationbecause of a known or suspected defect,deficiency, inadequacy or dangerouscondition in it, but this exclusion doesnot apply to "product recall expenses"that you incur for the "covered recall" of"your product". However, the exception to the exclusiondoes not apply to "product recallexpenses" resulting from: (4)Failure of any products to accomplishtheir intended purpose; (5)Breach of warranties of fitness,quality, durability or performance; (6)Loss of customer approval, or anycost incurred to regain customerapproval; (7)Redistribution or replacement of"your product" which has beenrecalled by like products orsubstitutes; (8)Caprice or whim of the insured; (9)A condition likely to cause loss ofwhich any insured knew or hadreason to know at the inception ofthis insurance; (10)Asbestos, including loss, damage orclean up resulting from asbestos orasbestos containing materials; or (11)Recall of "your products" that haveno known or suspected defect solelybecause a known or suspecteddefect in another of "your products"has been found. b.The following is added to SECTION II -LIABILITY, C. Who Is An Insured,paragraph3.b.: "Product recall expense" arising out of anywithdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 4 of 6 Property c.The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a.The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1)Insureds; (2)"Covered Recalls" initiated; or (3)Number of "your products" withdrawn. b.The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c.The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d.All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e.Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f.If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d.The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1)Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2)Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e.For the purposs of this endorsement, the following definitions are added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1."Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2."Product recall expense(s)" means: a.Necessary and reasonable expenses for: (1)Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 OB3D383369 1001622 (2)Shipping the recalled productsfrom any purchaser, distributor oruser to the place or placesdesignated by you; (3)Remuneration paid to yourregular"employees"fornecessary overtime; (4)Hiring additional persons, otherthan your regular "employees"; (5)Expenses incurred by "employees"including transportation andaccommodations; (6)Expenses to rent additionalwarehouse or storage space; (7)Disposal of "your product", butonly to the extent that specificmethods of destruction other thanthoseemployedfor trashdiscarding or disposal arerequired to avoid "bodily injury"or "property damage" as a resultof such disposal, you incur exclusively for the purposeof recalling "your product"; and b.Your lost profit resulting from such"covered recall". f.This Product Recall Expense Coverage doesnot apply: (1)If the "products - completed operationshazard" is excluded from coverage underthis Coverage Part including anyendorsement thereto; or (2)To "product recall expense" arising out ofany of "your products" that are otherwise excluded from coverage under thisCoverage Part including endorsementsthereto. 8. Unintentional Failure to Disclose Hazards The following is added to SECTION II -LIABILITY, E. Liability and Medical ExpensesGeneral Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazardsexisting as of the inception date of the policyprovided such failure is not intentional. 9. Unintentional Failure to Notify The following is added to SECTION II -LIABILITY, E. Liability and Medical ExpensesGeneral Conditions, 2. Duties in the Event ofOccurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Partshall not be prejudiced if you fail to give usnotice of an "occurrence", offense, claim or "suit",solely due to your reasonable and documentedbelief that the "bodily injury", "property damage"or "personal and advertising injury" is notcovered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 6 of 6 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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 rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 05/29/2019 Doug Jones c/o Artex Risk Solutions, Inc. 8840 E. Chaparral Rd.; Suite 275 Scottsdale, AZ 85250 (480) 951-4177 (480) 951-4266 SDL.BSD.Certificates@artexrisk.com American Zurich Insurance Company 40142 Oasis Acquisition, Inc., a Paychex Company Labor Contractor, for co-employees of: SOUTHWEST STRATEGIES LLC 2054 Vista Parkway Suite 300 West Palm Beach, FL 33411 Coverage is provided for only those co-employees of, but not subcontractors to: WC 10-60-317-03 06/01/2019 06/01/2019 06/01/2020 06/01/2020 1,000,000 1,000,000 1,000,000 19FL075935688 16980-CAMAIN X Endorsements: Waiver of Subrogation SOUTHWEST STRATEGIES LLC 401 B STREET STE 150 SAN DIEGO, CA 92101 CITY OF CARLSBAD ATTN: CONTRACT ADMINISTRATION 1635 FARADAY AVENUE CARLSBAD, CA 92008 Client# A Location Coverage Period: X WORKERS’ COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT – CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the schedule (This agreement applies only to the extent that you per- form work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be of the California workers’ compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description IN FAVOR OF: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: Policy No: Endorsement No: Insured: Insurance Company: Countersigned by WC 04 03 06 Copyright 1983 National Council on Compensation Insurance City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 06/01/2019 WC 10-60-317-03 Oasis Acquisition, Inc., a Paychex Company Labor Contractor, for co-employees of: SOUTHWEST STRATEGIES LLC American Zurich Insurance Company $0 DocuSign Envelope ID: 4C8DC70E-48D7-457D-9E89-9D214E901124 PSA 19-553CA RATIFICATION OF PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 This Ratification of the first Project Task Description and Fee Allotment, is entered into on July 25, 2019 but effective as of the 14th day of April, 2019, pursuant to an Agreement between SOUTHWEST STRATEGIES, LLC, a limited liability company, ("Contractor") and the CITY OF CARLSBAD, ("City") dated November 28, 2018, (the "Agreement"), the terms of which are incorporated herein by this reference. 1. 2. 3. CONTRACTOR'S OBLIGATIONS Contractor shall provide communications in accordance with the "Project Engineer's Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and Appendix "A", ("proposal"), attached for the Traffic Safety Commission Facilitation, (the "Project"). The Project services shall include Traffic Safety Commission Work Plan Facilitation. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City's Purchasing Department, constitutes notification to proceed to the Contractor. Contractor began work on April 14, 2019. Contractor completed the work within four (4) working days thereafter. Working days are defined in section 6-7.2 'Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. FEES TO BE PAID TO THE CONTRACTOR Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1.Progress payments shall be based on work days. Appendix "A", attached, prepared byContractor and reviewed by City, shows the parties' intent as to the elements, scope andextent of the task groups. Contractor acknowledges that performance of any and all tasksby the Contractor constitutes acknowledgment by Contractor that such tasks are thosedefined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix "A", will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $3,608.28. City Attorney Approved Version 7/19/17 DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE THISCERTIFICATEISISSUEDASAMATTEROFINFORMATIONONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER.THIS CERTIFICATEDOESNOTAFFIRMATIVELYORNEGATIVELYAMEND,EXTENDORALTERTHECOVERAGEAFFORDEDBYTHEPOLICIES BELOW.THISCERTIFICATEOFINSURANCEDOESNOTCONSTITUTEACONTRACTBETWEENTHEISSUINGINSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:IfthecertificateholderisanADDITIONALINSURED,thepolicy(ies)mustbeendorsed.IfSUBROGATIONISWAIVED,subjectto thetermsandconditionsofthepolicy,certainpoliciesmayrequireanendorsement.Astatementonthiscertificatedoesnotconferrightstothe certificate holder in lieu of such endorsement(s). CONTACTPRODUCERNAME:FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THISISTOCERTIFYTHATTHEPOLICIESOFINSURANCELISTEDBELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOLICYPERIODINDICATED.NOTWITHSTANDINGANYREQUIREMENT,TERMORCONDITIONOFANYCONTRACTOROTHERDOCUMENTWITHRESPECTTOWHICHTHIS CERTIFICATEMAYBEISSUEDORMAYPERTAIN,THEINSURANCEAFFORDEDBYTHEPOLICIESDESCRIBEDHEREINISSUBJECTTOALLTHETERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDLSUBRINSR POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITSPOLICY NUMBERLTR (MM/DD/YYYY)(MM/DD/YYYY)INSRWVD GENERAL LIABILITY EACH OCCURRENCE $DAMAGE TO RENTEDCOMMERCIAL GENERAL LIABILITY $PREMISES (Ea occurrence) CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER:PRODUCTS - COMP/OP AGG $ PRO-$POLICY LOCJECT COMBINED SINGLE LIMITAUTOMOBILE LIABILITY (Ea accident)$ BODILY INJURY (Per person)$ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS AUTOSNON-OWNED PROPERTY DAMAGE $HIRED AUTOS (PER ACCIDENT)AUTOS $ UMBRELLA LIAB EACH OCCURRENCE $OCCUR EXCESS LIAB CLAIMS-MADE AGGREGATE $ $DED RETENTION$ WC STATU-OTH-WORKERS COMPENSATION TORY LIMITS ERAND EMPLOYERS' LIABILITY Y / NANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $N / AOFFICER/MEMBER EXCLUDED?(Mandatory in NH)E.L. DISEASE - EA EMPLOYEE$If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULDANYOFTHEABOVEDESCRIBEDPOLICIESBECANCELLEDBEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2010/05) SWSTR-1 OP ID: JA 10/05/2018 Holly B. McGlinnAlcott Insurance Agency, Inc.3945 Idaho StreetSan Diego, CA 92104-2902Holly B. McGlinn 619-293-3800 619-293-3896 Citizens Ins Co of America Hanover Insurance CompanySouthwest Strategies, LLC401 B St #150San Diego, CA 2,000,000 A X X X OB3D383369 09/28/201809/28/2019 300,000 X 5,000 B X Professional Liab LH3D394261 10/11/201810/11/2019 2,000,000 4,000,000 2,000,000 Prof Liab 1,000,000 1,000,000 A OB3D38336900 09/28/201809/28/2019 X X A Property Coverage OB3D383369 09/28/201809/28/2019 Limit 135,000 RC/90%/Spec Ded 500 City of Carlsbad is named as additional insured as their interest may appear. 30 days notice of cancellation applies except 10 days for non- payment of premium. City of Carlsbad/CMWD 1635 Faraday Avenue Carlsbad, CA 92008 THISENDORSEMENTCHANGES THEPOLICY.PLEASEREAD IT CAREFULLY. BUSINESSOWNERSLIABILITYSPECIALBROADENINGENDORSEMENT Thisendorsementmodifiesinsuranceprovidedunder thefollowing: BUSINESSOWNERSCOVERAGEFORM Thisendorsementamendscoveragesprovidedunder theBusinessownersCoverageFormthroughnewcoveragesandbroadercoveragegrants. Thiscoverageissubject to theprovisionsapplicable totheBusinessownersCoverageForm,exceptasprovidedbelow. Thefollowingchangesaremadeto SECTIONII-LIABILITY: 1.AdditionalInsuredbyContract,AgreementorPermit The following is added to SECTION II-LIABILITY,C. WhoIsAnInsured: AdditionalInsuredbyContract,AgreementorPermit a.Anypersonororganizationwithwhomyouagreedinawrittencontract,writtenagreementorpermittoaddsuchpersonororganizationasanadditionalinsuredonyourpolicyisanadditionalinsuredonlywithrespecttoliabilityfor"bodily injury","property damage",or "personalandadvertisinginjury"caused,inwholeorinpart,byyouractsoromissions,ortheactsoromissionsofthoseactingonyourbehalf,butonlywithrespectto: (1)"Yourwork"fortheadditionalinsured(s)designatedinthecontract,agreementorpermit; (2)Premises you own,rent,lease oroccupy;or (3)Yourmaintenance,operationoruseofequipmentleasedtoyou. b.Theinsuranceaffordedtosuchadditionalinsureddescribedabove: (1)Onlyappliestotheextentpermittedbylaw;and (2)Willnotbebroaderthantheinsurancewhichyouarerequiredbythecontract,agreementorpermittoprovideforsuchadditionalinsured. (3)Appliesonaprimarybasisifthatisrequiredbythewrittencontract,writtenagreementorpermit. (4)Willnotbe broaderthan coverageprovided toanyotherinsured. (5)Doesnotapplyifthe"bodilyinjury","propertydamage"or"personalandadvertisinginjury"isotherwiseexcludedfromcoverageunder thisCoveragePart,includinganyendorsementsthereto. 391-10060816 Includes copyrighted materialsof InsuranceServicesOffices, Inc., withitspermission.Page1of 6 SUMMARY OFCOVERAGES Limits Page 1.Additional InsuredbyContract,AgreementorPermit Included 1 2.AdditionalInsured-BroadFormVendors 3.AlienatedPremises 4.BroadFormPropertyDamage-BorrowedEquipment,CustomersGoodsandUseofElevators 5.IncidentalMalpractice(EmployedNurses,EMT'sandParamedics) 6.PersonalandAdvertising Injury-BroadForm 7.ProductRecallExpense ProductRecallExpenseEachOccurrenceLimit ProductRecallExpenseAggregateLimit ProductRecallDeductible 8.UnintentionalFailuretoDiscloseHazards 9.UnintentionalFailure toNotify Included Included Included Included Included Included $25,000 $50,000 $500 Included Included 2 3 3 3 4 4 5 5 5 6 6 Aggregate Occurrence OB3D383369 1001622 c.Thisprovisiondoesnotapply: (1)Unlessthewrittencontractorwrittenagreementwasexecutedorpermitwasissuedpriortothe"bodily injury","propertydamage",or"personalinjuryandadvertisinginjury". (2)ToanypersonororganizationincludedasaninsuredbyanotherendorsementissuedbyusandmadepartofthisCoveragePart. (3)Toanylessorofequipment: (a)Aftertheequipmentleaseexpires;or (b)Ifthe "bodily injury","propertydamage","personalandadvertisinginjury"arisesoutofsolenegligenceofthelessor. (4)Toany: (a)Ownersorotherinterestsfromwhom land has been leased if the"occurrence"takes place ortheoffenseiscommittedaftertheleaseforthelandexpires;or (b)Managersorlessorsofpremisesif: (i)The"occurrence"takesplaceortheoffenseiscommittedafteryouceasetobeatenantinthatpremises;or (ii)The "bodily injury","propertydamage","personalinjury"or"advertisinginjury"arisesoutof structural alterations,newconstructionordemolitionoperationsperformedbyoronbehalfofthemanagerorlessor. (5)To"bodilyinjury","propertydamage"or"personalandadvertisinginjury"arisingoutoftherenderingoforthefailuretorenderanyprofessionalservices. Thisexclusionapplieseveniftheclaimsagainstanyinsuredallegenegligenceorotherwrongdoinginthesupervision,hiring,employment,training ormonitoringofothersbythatinsured,ifthe"occurrence"which caused the"bodilyinjury"or"propertydamage"ortheoffensewhichcausedthe"personalandadvertisinginjury"involved therenderingoforfailuretorenderanyprofessionalservicesbyorforyou. d.Withrespecttotheinsuranceaffordedtotheseadditionalinsureds,thefollowingisaddedtoSECTIONII-LIABILITY,D.LiabilityandMedicalExpenseLimitsofInsurance: Themostwewillpayonbehalfoftheadditionalinsuredforacoveredclaimisthelesseroftheamountofinsurance: 1.Requiredbythecontract,agreementorpermitdescribedinParagrapha.;or 2.AvailableundertheapplicableLimitsofInsuranceshownintheDeclarations. This endorsement shallnotincrease theapplicableLimitsofInsuranceshownintheDeclarations e.Allotherinsuringagreements,exclusions,andconditionsofthepolicyapply. 2.AdditionalInsured-BroadFormVendors The following is added to SECTION II-LIABILITY,C.WhoIsAnInsured: AdditionalInsured-BroadFormVendors a.AnypersonororganizationthatisavendorwithwhomyouagreedinawrittencontractorwrittenagreementtoincludeasanadditionalinsuredunderthisCoveragePartisaninsured,butonlywithrespecttoliabilityfor"bodilyinjury"or"propertydamage"arisingoutof"yourproducts"whicharedistributedorsoldintheregularcourseofthevendor'sbusiness. b.The insurance afforded to such vendordescribedabove: (1)Onlyappliestotheextentpermittedbylaw; (2)Willnotbebroaderthantheinsurancewhichyouarerequiredbythecontractoragreementtoprovideforsuchvendor; (3)Willnotbe broaderthan coverageprovidedtoanyotherinsured;and (4)Doesnotapplyifthe"bodilyinjury","property damage"or"personalandadvertisinginjury"isotherwiseexcludedfromcoverageunderthisCoveragePart,includinganyendorsementsthereto c.Withrespecttoinsuranceaffordedtosuchvendors,thefollowingadditionalexclusionsapply: Theinsuranceaffordedtothevendordoesnotapplyto: (1)"Bodilyinjury"or"propertydamage"forwhichthevendorisobligatedtopaydamagesbyreasonsoftheassumptionofliabilityinacontractoragreement.Thisexclusiondoesnotapplytoliabilityfordamagesthattheinsuredwouldhaveintheabsenceofthecontractoragreement; (2)Anyexpresswarrantyunauthorizedbyyou; 391-10060816 IncludescopyrightedmaterialsofInsuranceServicesOffices,Inc.,withitspermission.Page2of6 (3)Anyphysicalorchemicalchangeintheproductmadeintentionallybythevendor; (4)Repackaging,unlessunpackedsolelyforthepurposeofinspection,demonstration,testing,or thesubstitutionofpartsunderinstructionfromthemanufacturer,and thenrepackagedintheoriginalcontainer; (5)Anyfailuretomakesuchinspection,adjustments,testsorservicingasthevendorhasagreedtomakeornormallyundertakestomakeintheusualcourseofbusinessinconnectionwiththesaleoftheproduct; (6)Demonstration,installation,servicingorrepairoperations,except suchoperationsperformedatthevendor'spremisesinconnectionwiththesaleoftheproduct; (7)Productswhich,afterdistributionorsalebyyou,havebeenlabeledorrelabeledorusedasacontainer,partoringredientofanyotherthingorsubstancebyorforthevendor; (8)"Bodilyinjury"or"propertydamage"arisingoutofthesolenegligenceofthevendorforitsownactsoromissionsorthoseofitsemployeesoranyoneelseactingonitsbehalf.However,thisexclusiondoesnotapply to: (a)Theexceptionscontainedwithintheexclusioninsubparagraphs(4)or (6)above;or (b)Suchinspections,adjustments,testsorservicingasthevendorhasagreedtomakeornormally undertakestomakeintheusualcourseofbusiness,inconnectionwiththedistributionorsaleoftheproducts. (9)"Bodilyinjury"or"propertydamage"arisingoutofan"occurrence"thattookplacebeforeyouhavesignedthecontractoragreementwiththevendor. (10)ToanypersonororganizationincludedasaninsuredbyanotherendorsementissuedbyusandmadepartofthisCoveragePart. (11)Anyinsured personororganization,from whom youhaveacquiredsuchproducts,oranyingredient,partorcontainer,enteringinto,accompanyingorcontainingsuchproducts. d.Withrespecttotheinsuranceaffordedtothesevendors,thefollowingisaddedtoSECTIONII-LIABILITY,D.LiabilityandMedicalExpenseLimitsofInsurance: Themostwewillpayonbehalfofthevendorforacoveredclaimisthelesseroftheamountofinsurance: 1.RequiredbythecontractoragreementdescribedinParagrapha.;or 2.AvailableundertheapplicableLimitsofInsuranceshownintheDeclarations; ThisendorsementshallnotincreasetheapplicableLimitsofInsuranceshownintheDeclarations. 3.AlienatedPremises SECTION II-LIABILITY,B.Exclusions,1.ApplicableToBusinessLiabilityCoveragek.DamagetoProperty,paragraph (2)isreplacedbythefollowing: (2)Premisesyousell,giveawayorabandon,ifthe"propertydamage"arisesoutofanypartofthosepremisesandoccurredfromhazardsthatwereknownbyyou,orshouldhavereasonablybeenknownbyyou,atthetimethepropertywastransferredorabandoned. 4.Broad Form Property Damage -BorrowedEquipment,CustomersGoods,Use ofElevators a.Thefollowingisaddedto SECTIONII-LIABILITY,B.Exclusions,1.ApplicableToBusinessLiabilityCoverage,k.DamagetoProperty: Paragraph (4)doesnotapplyto"propertydamage"toborrowedequipmentwhileatajobsiteandnotbeingusedtoperformoperations. Paragraph (3),(4)and (6)donotapplyto"propertydamage"to "customersgoods"whileonyourpremisesnortotheuseofelevators. b.Forthepurposesofthisendorsement,thefollowingdefinitionisaddedtoSECTIONII-LIABILITY,F.LiabilityandMedicalExpensesDefinitions: 1."Customersgoods"meanspropertyofyourcustomeronyourpremisesforthepurposeofbeing: a.Workedon;or b.Usedinyourmanufacturingprocess. c.Theinsuranceaffordedunderthisprovisionisexcessoveranyothervalidandcollectiblepropertyinsurance(including deductible)availabletotheinsuredwhetherprimary,excess,contingentoronanyotherbasis. 5.IncidentalMalpractice-EmployedNurses,EMT'sandParamedics SECTION II-LIABILITY,C.WhoIsAnInsured,paragraph 2.a.(1)(d)doesnotapply toanurse, 391-10060816 Includes copyrighted materialsof InsuranceServicesOffices, Inc., withitspermission.Page3of 6 OB3D383369 1001622 emergencymedicaltechnicianorparamedicemployedbyyouifyouarenotengagedinthebusinessoroccupationofprovidingmedical,paramedical,surgical,dental,x-rayornursingservices. 6.PersonalInjury-BroadForm a.SECTIONII-LIABILITY,B.Exclusions,2.AdditionalExclusions Applicable onlyto"PersonalandAdvertisingInjury",paragraphe.isdeleted. b.SECTIONII-LIABILITY,F.LiabilityandMedicalExpensesDefinitions,14."Personalandadvertisinginjury",paragraph b.isreplacedbythefollowing: b.Malicious prosecution or abuse ofprocess. c.Thefollowingisaddedto SECTIONII-LIABILITY,F.LiabilityandMedicalExpensesDefinitions,Definition 14."Personalandadvertisinginjury": "Discrimination"(unlessinsurancethereofisprohibitedbylaw)thatresultsininjurytothefeelingsorreputationofanaturalperson,butonlyifsuch"discrimination"is: (1)Notdoneintentionallybyoratthedirectionof: (a)Theinsured; (b)Any officer of the corporation,director,stockholder,partner ormemberoftheinsured;and (2)Notdirectlyorindirectlyrelatedtoan"employee",notto the employment,prospectiveemploymentorterminationofanypersonorpersonsbyaninsured. d.Forpurposes ofthis endorsement,thefollowingdefinitionisaddedtoSECTIONII-LIABILITY,F.LiabilityandMedicalExpensesDefinitions: 1."Discrimination"means the unlawfultreatmentofindividualsbaseduponrace,color,ethnicorigin,gender,religion,age, orsexualpreference."Discrimination"doesnotincludetheunlawfultreatmentofindividualsbasedupondevelopmental,physical,cognitive,mental,sensoryoremotionalimpairmentoranycombinationofthese. e.Thiscoveragedoesnotapplyifliabilitycoveragefor"personaland advertisinginjury"isexcludedeitherbytheprovisionsoftheCoverageFormoranyendorsementthereto. 7.ProductRecallExpense a.SECTIONII-LIABILITY,B.Exclusions,1.ApplicableToBusinessLiabilityCoverage, o.Recall ofProducts,WorkorImpairedisreplacedbythefollowing: o.RecallofProducts,WorkorImpairedProperty Damagesclaimedforanyloss,costorexpenseincurredbyyouorothersforthelossofuse,withdrawal,recall,inspection,repair,replacement,adjustment,removalordisposalof: (1)"Yourproduct"; (2)"Yourwork";or (3)"Impairedproperty"; Ifsuchproduct,workorpropertyiswithdrawnorrecalledfromthemarketorfromusebyanypersonororganizationbecauseofaknownorsuspecteddefect,deficiency,inadequacy ordangerousconditioninit,butthisexclusiondoesnotapplyto"productrecallexpenses"thatyouincurforthe"coveredrecall"of"yourproduct". However,theexceptiontotheexclusiondoesnotapplyto"productrecallexpenses"resultingfrom: (4)Failureofanyproductstoaccomplishtheirintendedpurpose; (5)Breach ofwarranties offitness,quality,durabilityorperformance; (6)Lossofcustomerapproval,oranycostincurredtoregaincustomerapproval; (7)Redistribution or replacementof"yourproduct"which has beenrecalledbylikeproductsorsubstitutes; (8)Capriceorwhimoftheinsured; (9)Aconditionlikelytocauselossofwhichanyinsuredkneworhadreasontoknowattheinceptionofthisinsurance; (10)Asbestos,includingloss,damageorcleanupresultingfromasbestosorasbestoscontainingmaterials;or (11)Recallof"yourproducts"thathavenoknownorsuspecteddefectsolelybecauseaknownorsuspecteddefectinanotherof"yourproducts"hasbeenfound. b.Thefollowingisaddedto SECTIONII-LIABILITY,C.WhoIsAnInsured,paragraph3.b.: "Productrecallexpense"arisingoutofanywithdrawalorrecallthatoccurredbeforeyouacquiredorformedtheorganization. 391-10060816 IncludescopyrightedmaterialsofInsuranceServicesOffices,Inc.,withitspermission.Page4of6 Property c.Thefollowingisaddedto SECTIONII-LIABILITY,D.LiabilityandMedicalExpensesLimitsofInsurance: ProductRecallExpenseLimitsofInsurance a.TheLimitsofInsuranceshownintheSUMMARYOFCOVERAGESofthisendorsementandtherulesstatedbelowfixthemostthatwewillpayunderthisProductRecallExpenseCoverageregardlessofthenumberof: (1)Insureds; (2)"CoveredRecalls"initiated;or (3)Number of "your products"withdrawn. b.TheProductRecallExpenseAggregateLimitisthemostthatwewillreimburseyouforthesumofall"productrecallexpenses"incurred forall"coveredrecalls"initiatedduring thepolicyperiod. c.TheProductRecallEachOccurrenceLimitisthemostwewillpayinconnectionwithanyonedefectordeficiency. d.All "product recall expenses"inconnectionwithsubstantiallythesamegeneralharmfulconditionwillbedeemedtoariseoutofthesamedefectordeficiencyandconsideredone"occurrence". e.Anyamountreimbursedfor"productrecallexpenses"inconnectionwithanyone"occurrence"willreducetheamountoftheProductRecallExpenseAggregateLimitavailableforreimbursementof"productrecallexpenses"inconnectionwithanyotherdefectordeficiency. f.IftheProductRecallExpenseAggregateLimithasbeenreducedbyreimbursementof"product recallexpenses"toanamountthatislessthantheProductRecallExpenseEachOccurrenceLimit,the remainingAggregateLimitisthemostthatwillbeavailableforreimbursementof"productrecallexpenses"inconnectionwithanyotherdefectordeficiency. g.ProductRecallDeductible Wewillonlypayfortheamountof "productrecallexpenses"whichareinexcessofthe$500 ProductRecallDeductible.The Product RecallDeductibleappliesseparatelytoeach"coveredrecall".Thelimitsofinsurancewillnotbereducedbytheamountofthis deductible. Wemay,orwillifrequiredbylaw,payalloranypartofanydeductibleamount,ifapplicable.Uponnoticeofourpayment ofadeductible amount,you shallpromptlyreimburseusforthepartofthedeductibleamountwepaid. The ProductRecallExpense Limits ofInsuranceapplyseparatelytoeachconsecutiveannualperiodandtoanyremainingperiodoflessthan12months,startingwiththebeginningofthepolicyperiodshownintheDeclarations,unlessthe policyperiodisextendedafterissuanceforanadditionalperiodoflessthan12months.Inthatcase,theadditionalperiodwillbedeemedpartofthelastprecedingperiodforthepurposesofdeterminingtheLimitsofInsurance. d.Thefollowingisaddedto SECTIONII-LIABILITY,E.LiabilityandMedicalExpenseGeneralConditions,2.DutiesintheEventof Occurrence, Offense,Claim orSuit: Youmustseetoitthatthefollowingaredoneintheeventofanactualoranticipated"coveredrecall"thatmayresultin"productrecallexpense": (1)Giveuspromptnoticeofanydiscoveryornotificationthat"yourproduct"mustbewithdrawnorrecalled.Includea descriptionof"yourproduct"andthereason for thewithdrawalorrecall; (2)Ceaseanyfurtherrelease,shipment,consignmentoranyothermethodofdistributionoflikeorsimilarproductsuntilithasbeendeterminedthatallsuchproductsarefreefromdefectsthatcouldbeacauseoflossunderthisinsurance. e.Forthepurpossofthisendorsement,thefollowingdefinitionsareaddedtoSECTIONII-LIABILITY,F.LiabilityandMedicalExpensesDefinitions: 1."Coveredrecall"meansarecallmadenecessarybecauseyouoragovernmentbodyhasdeterminedthataknownorsuspecteddefect,deficiency, inadequacy,ordangerousconditionin"yourproduct"hasresultedorwillresultin"bodilyinjury"or "propertydamage". 2."Productrecallexpense(s)"means: a.Necessaryandreasonableexpensesfor: (1)Communications,includingradioortelevisionannouncementsorprintedadvertisementsincludingstationary,envelopes andpostage; 391-10060816 Includes copyrighted materialsof InsuranceServicesOffices, Inc., withitspermission.Page5of 6 OB3D383369 1001622 (2)Shippingthe recalledproductsfromanypurchaser,distributororusertotheplaceorplacesdesignatedbyyou; (3)Remuneration paid to yourregular"employees"fornecessaryovertime; (4)Hiringadditionalpersons,otherthanyourregular"employees"; (5)Expensesincurredby"employees"including transportation andaccommodations; (6)Expenses to rent additionalwarehouseorstoragespace; (7)Disposalof"yourproduct",butonlytotheextentthatspecificmethodsofdestructionotherthanthoseemployedfortrashdiscardingordisposalarerequiredtoavoid"bodilyinjury"or"propertydamage"asaresultofsuchdisposal, youincurexclusivelyforthepurposeofrecalling"yourproduct";and b.Yourlostprofitresultingfromsuch"coveredrecall". f.ThisProductRecallExpenseCoveragedoesnotapply: (1)Ifthe"products-completedoperationshazard"isexcludedfromcoverageunderthisCoveragePartincludinganyendorsementthereto;or (2)To"productrecallexpense"arisingoutofanyof"yourproducts"thatareotherwiseexcludedfromcoverageunderthisCoveragePartincludingendorsementsthereto. 8.UnintentionalFailuretoDiscloseHazards The following is added to SECTION II-LIABILITY,E.LiabilityandMedicalExpensesGeneralConditions: Representations We willnotdisclaim coverage underthisCoveragePartifyoufailtodiscloseallhazardsexistingasoftheinceptiondateofthepolicyprovidedsuchfailureisnotintentional. 9.UnintentionalFailuretoNotify The following is added to SECTION II-LIABILITY,E.LiabilityandMedicalExpensesGeneralConditions,2.DutiesintheEventofOccurrence,Offense,ClaimorSuit: YourrightsaffordedunderthisCoveragePartshallnotbeprejudicedifyoufailtogiveusnoticeofan"occurrence",offense,claimor"suit",solelyduetoyourreasonableanddocumentedbeliefthatthe"bodilyinjury","propertydamage"or"personaland advertisinginjury"isnot coveredunderthisPolicy. ALLOTHERTERMS,CONDITIONS,ANDEXCLUSIONSREMAINUNCHANGED. 391-10060816 IncludescopyrightedmaterialsofInsuranceServicesOffices,Inc.,withitspermission.Page6of6 PSA 19-553CA MASTER AGREEMENT FOR COMMUNICATIONS/OUTREACH SERVICES SOUTHWEST STRATEGIES, LLC. THIS AGREEMENT is made and entered into as of the 2f3t::"h day of ~tQ:h,1\~ , 2018, by and between the CITY OF CARLSBAD, a municipal corporion, ("City"), and Southwest Strategies, LLC., a limited liability company, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a consulting firm that is experienced in the communications and outreach field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to communications and outreach. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The 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. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 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 three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one ( 1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the 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. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (1 O) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 PSA 19-553CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 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 the City. Contractor will be under control of the 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 the 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. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The 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 the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the 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, the 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 the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the 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 the 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 the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 PSA 19-553CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the 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. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability {CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the 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. City Attorney Approved Version 6/12/18 3 PSA 19-553CA 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 the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the 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 the City to obtain or maintain insurance and the 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. The 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 the 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 the 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 the 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 the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 PSA 19-553CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Elizabeth Hansen Title Project Manager 401 B Street Address Suite 150 San Diego, CA 92101 Phone No. 858-541-7800 Email ehansen@swspr.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes!il No D 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 the 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 City Attorney Approved Version 6/12/18 5 PSA 19-553CA 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, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the 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 the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the 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 the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The 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, the 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 the 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 the 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 the 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 the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 PSA 19-553CA 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 the 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 the 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. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 PSA 19-553CA 27. 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. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR Southwest Strategies, LLC., a limited liability company ;~~ ~ ' \J ~gn here) mo\ ,~r~c~m' \J ,L-v fu%.Ci. 1-e ,rt (print n me/title) By: aa~sig~~ffaM<9 CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor ATTEST: B If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 8 ALL-PURPOSE ACKNqWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of 5l½::1 b 1 -;ftO · SS. . ~-J J A On Ni; 1/vvvt t V-) t t;!.£)1,P before me, . /)2)/,11t2--"' uJ /t~/4#,,.-4,., , Notary Public, DATE ·. personally appeared Jyf 8::7 Z/e<},M.,,lv) ~-lvllX--'-1.cQ., ~';:vedtomeonthe <7 basis of satisfactory evidence to be the persm@),hose n~ is/~bscribed to the within instrumeP..~ . and acknowledged to me that he/sheftneY)xecuted the ,;. . same in his/her/their authorized capacity"~ and tha: ., by his/he~ignature@)m the instrument the pers~ or the entity upon behalf of which the :. perso~cted, executed the instrument. }@·· DZHYPARKULAKMATOVA [ · ..-·:•... COMM.# 209!1&74 ~ ~ /Jl:•. · . NOTABYPUBUC-CALIFORNI.A ~ (!) ·•.i-;.t SAN DIEGO COUNTY l 1 . My ~omm. Exp. Febnmy 12. 201! PLACE NOTARY SEAL IN ABOVE SPACE I certify under PENALTY OF PERJURY under the ,, laws of the State of California that the foregoing : paragraph is true and correct. WITNESS my hand and official seal. NOTARY'S SIGNATURE --------OPTIONAL INFORMATION -------mm; The information below is optional. However, it may prove valuable and could prevent fraudulent attachment of this form to an unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) INDIVIDUAL • • • CORPORATE OFFICER ______ _ PARTNER(S) 0 ATTORNEY-IN-FACT 0 GUARDIAN/CONSERVATOR 0 SUBSCRIBING WITNESS TITLE(Sl 0 OTHER: __________ _ SIGNER (PRINCIPAL) IS REPRESENTING: NAME OF.PERSON(S) OR ENTITY(IES) ; DESCRIPfION OF ATTACHED DOCUMENT ··· dr·~ ~ [!.-,,.,,,,,__, ,:,.J.·,,, TITLE OR TYPE OF DOCUMENT ~ NUMBER OF PAGES ~/ /4t'/v2P/c!· DATE OF DOCUMENT RIGHT THUMBPRINT OF SIGNER OTHER APA0l/2015 NOTARY BONDS, SUPPLIES A:-ID FORMS AT HTTP://WWW.VALLEY-SIERRA.COM O 2005-2017 VALLEY-SIERRA INSURA:--.:c:: PSA 19-553CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of communications and outreach tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Communications B. Construction Outreach C. Design I Development Outreach D. Public Meeting Facilitation Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 PSA19-553CA Master Agreement Rate Schedule I I , \ , , Title ' , ' ' ~ f ' ' ,t ' ~.' t :,"~, •{!f " ·, .· ''itate h ~~} ,, 0 1;\ ~:::,'~,• ~ l ,1 ' ! Rate Type. Chairman $225 Hourly President $225 Hourly Executive Vice President S205 Hourly Senior Vice President $195 Hourly Vice President $185 Hourly Senior Director of Public Affairs $180 Hourly Director of Public Affairs $170 Hourly Senior Manager of Public Affairs $160 Hourly Manager of Public Affairs $155 Hourly Senior Account Executive $125 Hourly Account Executive $110 Hourly Graphic Designer $115 Hourly Administrative Support S50 Hourly Expenses .,. / , 0 r, I, ,1 , • h!_ \J ,~ e; ~~l:~:•;_:it I ,(~,,:'i:•J,11\~1;() ,• 1 \ \ , 1 , Type · · , ', , , , . ·,, , Rate , ' ' ' \ " I ' ',)': C 'I ~ 11' >'i-. ,i ~I '' , • I ~ ! Printing Mileage $059 per page $0.58permile 'Other hard costs will be determined on a project-by-projecr basis as needed S@ct:THWEST STR,\TEGIES 10 :SW:STR-1 OP ID: JA ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~--10/05/2018 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 ~~~?cT Holly 8. McGlinn Alcott Insurance Agency, Inc. rigNf\To Extl: 619-293-3800 I fffc No): 619-293-3896 3945 Idaho Street San Die~, CA 92104-2902 E-MAIL ADDRESS: Holly B. cGlinn INSURER(S) AFFORDING COVERAGE NAIC# 1NsURER A: Citizens Ins Co of America INSURED Southwest Strategies, LLC INSURER B: Hanover Insurance Company 401 B St #150 INSURERC: San Diego, CA INSURERD: 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 IADDL SUBH POLICYEFF POLICY EXP LIMITS LTR •••eo »n,n POLICY NUMBER IMM/DDNYYYl IMM/DDNYYYl GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -A X COMMERCIAL GENERAL LIABILITY X X OB3D383369 09/28/2018 09/28/2019 UAMAGI:: I;~""'" cu $ 300,000 PREMISES Ea occurrence\ -• CLAIMS-MADE ~ OCCUR MED EXP (Any one person) $ 5,00C 8 X Professional Liab LH3D394261 10/11/2018 10/11/2019 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 -GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 2,000,000 n POLICY n m?r nLOC Prof Liab $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,00C /Ea acci dentl $ -A ANY AUTO OB3D38336900 09/28/2018 09/28/2019 BODILY INJURY (Per person) $ --ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ --NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS IPER ACCIDENT\ $ -- $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ - EXCESSUAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I WCSTATU-I jOJ~-AND EMPLOYERS" LIABILITY TORY LIMITS YIN ANY PROPRIETOR/PARTNER/EXECUTIVE • NIA E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ ~m:~~t-IT~ a1:gPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Property Coverage 0B3D383369 09/28/2018 09/28/2019 Limit 135,000 RC/90%/Spec Ded 500 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space ls required) City of Carlsbad is named as additional insured as their interest may appear. 30 days notice of cancellation applies except 10 days for non- payment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Avenue Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I ~~JW,.v~' © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 0B3 D383369 01 BUSINESSOWNERS BP 04 97 07 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE* Name Of Person Or Organization: THE CITY OF CARLSBAD * Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Decla- rations. Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section Ill -Common Policy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. BP 04 97 07 02 © ISO Properties, Inc., 2001 Page 1 of 1 • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured -Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage -Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury -Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement or Pennit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Pennit a. Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured 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 omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 0816 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", · "property damage", "personal and advertising injury" arises out of sole negligence of the lessor. (4) To any: (a) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: !&~Hanover ~ Insurance Group- O83 D383369 1001622 The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured -Broad Form Vendors The following is added to SECTION II LIABILITY, C. Who Is An Insured: Additional Insured -Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally 3. undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Alienated Premises SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; 4. Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying 5. or containing such products. d. With respect to the insurance afforded to these vendors, the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. Incidental Malpractice -Employed Nurses, EMT's and Paramedics SECTION II -LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 6. Personal Injury -Broad Fonn a. SECTION II -LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted. b. SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process. c. The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d. For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Discrimination" means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e. This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7. Product Recall Expense a. SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, !&~Hanover ~ lnsurnnce Group- 0B3 D383369 1001622 o. Recall of Products, Work or Impaired Property is replaced by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss, 0·cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b. The following is added to SECTION II - LIABILITY, C. Who Is An Insured, paragraph 3.b.: "Product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 c. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds; (2) "Covered Recalls" initiated; or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d. The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. For the purposs of this endorsement, the following definitions are added to SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 0816 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 f. (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" 8· including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are 9. required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". This Product Recall Expense Coverage does not apply: ~~Hanover ~ lusurance Group- OB3 D383369 1001622 (1) If the "products -completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. Unintentional Failure to Disclose Hazards The following is added to SECTION II • LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. Unintentional Failure to Notify The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6