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Home My WebLink AboutSouthwest Strategies LLC; 2018-11-28; PSA19-554CAPSA19-554CA General Counsel Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 2 PROJECT NO. 5210 This second Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between SOUTHWEST STRATEGIES, a Limited liability corporation ("Contractor") and the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, referred to as ("CMWD"), dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide stakeholder 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 September 18, 2020, (“proposal”), attached as Appendix "A" for the Recycled Water Reservoir Enhanced Stakeholder Outreach, (the “Project"). The Project services shall include enhanced stakeholder outreach to comply with Council Policy 84. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the Executive Manager or General Manager 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 within ninety (90) 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. 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 CMWD, 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 CMWD 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 CMWD for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $15,000. DocuSign Envelope ID: D6A210E0-4502-4451-A9A3-92AEBF5A3316 October 7, 2020 PSA19-554CA General Counsel Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT ENHANCED STAKEHOLDER OUTREACH TO COMPLY WITH COUNCIL POLICY 84 TASK GROUP TIME & MATERIALS Enhanced stakeholder outreach: mailer, online form and database, website, outreach report $15,000 TOTAL (Not-to-Exceed) $15,000 CONTRACTOR Southwest Strategies, LLC Southwest Strategies, LLC (name of Contractor) (name of Contractor) *By: By: (sign here) (sign here) Jennifer Wahl / CEO N/A (print name/title) (print name/title) jwahl@swspr.com (e-mail address) (e-mail address) 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. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: ________________________________ Date: _________________________ Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager APPROVED AS TO FORM: CELIA A. BREWER, General Counsel BY: _____________________________ Assistant General Counsel DocuSign Envelope ID: D6A210E0-4502-4451-A9A3-92AEBF5A3316 October 7, 2020 City of Carlsbad Recycled Water Phase III D-4 Reservoir Enhanced Stakeholder Outreach Scope of Work I.Situation Analysis The City of Carlsbad is seeking authorization to construct a new recycled water storage reservoir, adjacent to New Crest Court and Black Rail Road in Carlsbad. The proposed recycled water reservoir is a component of Phase III of the Carlsbad Municipal Water District’s Recycled Water Program, which will extend the District's recycled water system to the north area of Carlsbad, commence expansion into neighboring water service agencies, and expand treatment from 4MGD to 6 MGD. The Conditional Use Permit (CUP) and Coastal Development Permit (CDP) to construct the existing water facilities at the site, which include a pump station and three reservoirs, was initially approved in 2003 with adoptions from the 2003 resolutions. The proposed new reservoir was not included in the description of the CUP and CDP. However, the proposed new reservoir was included in the 2018 Addendum to the Final Initial Study/ Mitigated Negative Declaration for the Carlsbad Municipal Water District Phase III Recycled Water Project. Since the proposed new reservoir was not included in the 2003 CUP and CDP, the city now needs to go before Planning Commission and City Council to obtain approval of this modification. The new recycled water reservoir is consistent with the General Plan, including Coastal Zone provisions, and will not impact existing or future permitted uses in the area since the site is already accommodating three large water reservoir tanks and is secured from public access or trespassing. The site is also located away from any sensitive coastal resources or vegetation, and the project will not impact coastal resources or shoreline access. The project will not create any significant environmental impacts because the site is already developed with long-standing Water District facilities and water tanks. While the new recycled water reservoir will be visible to public view from Poinsettia Lane and Fisherman Drive, New Crest Court and Black Rail Road, the reservoir would be located next to multiple other storage tanks and will be consistent with the existing visual character and quality of the area. The reservoir will be largely screened from public views because it will be set back more than 100 feet from Black Rail Road and be surrounded by existing and proposed landscaping. This project is a critical component of the region’s water conservation program. There is an opportunity to highlight this project as one that improves recycled water services within the city, reduces demand for potable water in the face of local recurring water crisis, and decreases energy usage. This project supports regional and statewide goals, as well as provides Carlsbad with increased local control of water resources, which is extremely important for a sustainable future, particularly to local residents. The project is required to engage in “enhanced public outreach” pursuant to Carlsbad City Council Policy Statement 84. This will require implementation of one, or a combination of the following methods, with the goal of enabling the greatest number of stakeholders to provide meaningful input: PSA19-554CA - Appendix "A"September 18, 2020 DocuSign Envelope ID: D6A210E0-4502-4451-A9A3-92AEBF5A3316 September 18, 2020 Page 2 of 5 • An onsite meeting or information booth at or near the project site. • A public meeting or open house held at a time and location accessible to most stakeholders. • A project website that enables the public to learn about the project and understand how to provide input. • A mailed informational packet with postage-paid mail-back comment form or survey. Considering the current public health climate, we recommend leveraging mail and electronic communication options in order to effectively reach constituents, while maintaining best health and safety practices. Following implementation of these efforts, it will be necessary to prepare and submit an outreach report. Southwest Strategies’ proposed Scope of Work is outlined below. II. Objectives 1. Educate nearby property owners and community members on the project. 2. Provide an opportunity for comments on the project. 3. Track and prepare a report on public outreach efforts. III. Strategies To accomplish the above goals, the following strategies are recommended: 1. Develop website content and a mailer to be mailed within 600 feet of the project site. 2. Set up an online comment form to be linked to the website. Southwest Strategies will track and compile any comments received via the online form. As part of the mailer, prepare a physical comment card with pre-paid postage to be mailed back to the City of Carlsbad. City staff will enter comments via the online comment form and Southwest Strategies will track these in the database. 3. Prepare the required Public Outreach Report. IV. Approach To ensure the objectives outlined above are met successfully, we recommend implementing the following tactics. 1. Collateral Materials Development – In conjunction with the City of Carlsbad, Southwest Strategies will develop a limited number of project materials. Southwest Strategies’ graphics department will develop all collateral materials based on the City of Carlsbad’s existing style and brand guidelines. A. Develop Mailer –Southwest Strategies will develop a mailer with postage-paid mail-back comment card with the City of Carlsbad as the recipient. Southwest PSA19-554CA - Appendix "A" DocuSign Envelope ID: D6A210E0-4502-4451-A9A3-92AEBF5A3316 September 18, 2020 Page 3 of 5 Strategies will coordinate mailing to within 600 feet of the project. B. Create and Update Comment Tracking Database– Southwest Strategies will create a database to track all comments leading up to preparation of the final public outreach report. Southwest Strategies can provide this database to the city for any additional or future outreach. Any inquires received that require a timely response will be provided to the city (see Stakeholder Outreach below). 2. Digital Media Development – Southwest Strategies will manage content development and related to the project on digital platforms, including website content and online comment form. A. Prepare Website Copy –Southwest Strategies will work with the City of Carlsbad to develop a project website that enables the public to learn about the project and understand how to provide comments. Southwest Strategies will develop copy on the project to post on the City of Carlsbad’s website. B. Prepare/Manage Online Comment Form – Southwest Strategies will prepare an online comment form to be linked to the project website. Southwest Strategies will facilitate a method to receive and track these comments in a comment database for use in the report. 3. Stakeholder Outreach – Southwest Strategies will work with the City of Carlsbad on outreach to surrounding property owners. In compliance with Centers for Disease Control and Prevention (CDC) guidelines, we recommend conducting outreach virtually and leveraging direct mail, website, and electronic communication. A. Prepare Public Outreach Report – Using information gathered from the virtual comment form (including any physical comments received and tracked via the virtual comment form by city staff), Southwest Strategies will prepare a Public Outreach Report in compliance with Carlsbad Policy Statement 84. *Additional Stakeholder Outreach – Support for the items outlined below can be provided as needed and would be scoped/billed separately. B. Property Owner Communications – Southwest Strategies will initiate and maintain communications with the appropriate representative(s) for neighborhoods located adjacent to New Crest Court, Poinsettia Lane and Black Rail Road, including HOA board members, to answer any questions and provide any needed information, including questions and comments via the project comment form. Southwest Strategies will research notifications that property owners received regarding the site as part of any formal disclosures and will utilize this information tactfully in outreach efforts. C. Coordinate Inquiries – Southwest Strategies will work with the City of Carlsbad and the project team to coordinate appropriate responses for inquiries received, if required. All inquiries will be maintained in an inquiry database, which will be used to track inquiries and responses to ensure proper follow-up. PSA19-554CA - Appendix "A" DocuSign Envelope ID: D6A210E0-4502-4451-A9A3-92AEBF5A3316 September 18, 2020 Page 4 of 5 Deliverables 1. Mailer (with comment card) 2. Comment Tracking Database 3. Website Copy 4. Online Comment Form 5. Public Outreach Report Timeline & Budget 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 Account Executive $110 Graphic Designer $115 Administrative Support $50 Timeline The project website and online comment form will stay up for 30 days. At the hourly rates outlined above, and based on our previous work on similar projects, we anticipate approximately two to three months in total time from date of scope approval for three phases, including preparations/launch, open comment period, tracking and reporting. This timeframe estimate includes minor contingency time. Hours Per Month We expect to spend an average of 25 hours per month on this effort across the staff listed below, as needed. The 25 hours per month will likely be slightly more or less, depending on the phase of the effort. For example, the preparations and launch phase may require approximately 35 hours across all staff below, including, but not limited to, content development, design, setup, mail, and print coordination, etc. Whereas, the open comment period would mainly consist of monitoring and tracking comments, updating the tracking sheet, providing any inquiries in need of response, etc. This would likely only require approximately 15 hours or so, during the month-long comment period. In the final phase of tracking and reporting, we have allotted 25 hours for information gathering, report preparations, edits, refinement, and finalization. This includes coordinating with the City of Carlsbad staff in order to make needed edits, layout, design, etc. These are approximate maximum billing hours per month, accounting for some contingency time. If less hours are required to complete the project, less will be billed. If more hours are required, hours will be billed to not exceed $15,000. PSA19-554CA - Appendix "A" DocuSign Envelope ID: D6A210E0-4502-4451-A9A3-92AEBF5A3316 September 15, 2020 Page 5 of 5 Project Staff • Executive Vice President, Elizabeth Hansen • Senior Manager of Public Affairs, Tiffany Metti • Account Executive, Ashley Brill • Graphic Designer, Evyn Brawley Budget Including hard costs, we anticipate a budget of $15,000 (not to exceed), for this effort. If project timelines exceed the expected, or if additional outreach is needed, it may be necessary to reevaluate the scope to determine if additional budget is required. ### PSA19-554CA - Appendix "A" DocuSign Envelope ID: D6A210E0-4502-4451-A9A3-92AEBF5A3316 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 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 PERIODINDICATED. 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. 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 POLICIESBELOW. 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 9/24/2020 (619) 346-9553 (619) 324-7035 31534 Southwest Strategies LLC 401 B Street Suite #150 San Diego, CA 92101 19682 A 2,000,000 OB3-D383369-05 9/28/2020 10/1/2021 300,000 5,000 2,000,000 4,000,000 2,000,000 2,000,000A OB3-D383369-05 9/28/2020 10/1/2021 B 57 WECAF3ESG 1/1/2020 1/1/2021 1,000,000 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)Where required by written contract, as respects Operations of the Insured, the Certificate Holder shall be named as Additional Insured including Waiver of Subrogation and Primary/Non-Contributory language. Carrier shall endeavor to provide 30 days Notice of Cancellation, except in the case of non-payment, which shall be 10 days. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 SOUTSTR-01 DVANC Culture Insurance Services, LLC140 West 3rd AvenueEscondido, CA 92025 hello@cultureinsurance.com Citizens Insurance Company/Hanover NAIC #:31534 Hartford Insurance Companies NAIC#19682 X X X X XX X X X X X Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 3 of 6 officer’s or employee’s employment. Theofficer’s or employee’s last day of lastexposure to the conditions causing oraggravating such bodily injury by diseasemust occur during the policy period. B. We Will Pay We will pay an amount equal to the benefitsthat would be required of you as if you andyour employees were subject to the workers’compensation law of any state shown in Item3.A. of the Information Page. We will paythose amounts to the persons who would beentitled to them under the law. C. Exclusion This insurance does not cover: 1. any obligation imposed by workers’compensation or occupational diseaselaw or any similar law. 2. bodily injury intentionally caused oraggravated by you. 3. officers or employees who have electednot to be subject to the state workers’compensation law. 4. partners or sole proprietors not coveredunder the Standard Sole Proprietors,Partners, Officers and Others CoverageEndorsement. D. Before We Pay Before we pay benefits to the personsentitled to them, they must: 1. Release you and us, in writing, of allresponsibility for the injury or death. 2. Transfer to us their right to recover fromothers who may be responsible for theinjury or death. 3. Cooperate with us and do everythingnecessary to enable us to enforce theright to recover from others. If the persons entitled to the benefits of thisinsurance fail to do those things, our duty topay ends at once. If they claim damagesfrom you or from us for the injury or death,our duty to pay ends at once. E. Recovery From Others If we make a recovery from others, we willkeep an amount equal to our expenses ofrecovery and the benefits we paid. We willpay the balance to the persons entitled to it If the persons entitled to the benefits of thisinsurance make a recovery from others, theymust reimburse us for the benefits we paid them. F. Employers’ Liability Insurance Part Two (Employers’ Liability Insurance) appliesto bodily injury covered by this endorsement asthough the State of Employment was shown inItem 3.A. of the Information Page. This provision 5. does not apply in New Jersey orWisconsin. EMPLOYERS’ LIABILITY STOP GAP COVERAGE 6. Employers’ Liability Stop Gap Coverage A. This coverage only applies in Montana, NorthDakota, Ohio, Washington, West Virginia andWyoming. B. Part One (Workers’ Compensation Insurance)does not apply to work in states shown inParagraph A above. C. Part Two (Employers’ Liability Insurance) appliesin the states, shown in Paragraph A., as thoughthey were shown in Item 3.A. of the InformationPage. D. Part Two, Section C.Exclusions is changed byadding these exclusions. This insurance does not cover; 5. bodily injury intentionally caused oraggravated by you or in Ohio bodily injuryresultingfromanactwhichisdeterminedbyan Ohio court of law to have been committedby you with the belief than an injury issubstantially certain to occur. However, thecost of defending such claims or suits in Ohiois covered. 13. bodily injury sustained by any member of theflying crew of any aircraft. 14. any claim for bodily injury with respect towhich you are deprived of any defense ordefenses or are otherwise subject to penaltybecause of default in premium under theprovisions of the workers’ compensation lawor laws of a state shown in Paragraph A. E. This insurance applies to damages for which youare liable under West Virginia Code Annot. S 23-4-2. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 4 of 6 EXTENDED OPTIONS 1. Employers’ Liability Insurance Item 3.B.of the Information Page is replaced bythe following: B. Employers’ Liability Insurance: 1.Part Two of the policy applies to work ineach state listed in Item 3.A. The Limits of Liability under Part Two arethe higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS doesnot apply in New York because the Limits Of OurLiability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose allexisting hazards at the inception date of yourpolicy, we shall not deny coverage under thispolicy because of such failure. 3. Waiver of Our Right To Recover From Others A. We have the right to recover our paymentsfrom anyone liable for an injury covered bythis policy. We will not enforce our rightagainst any person or organization for whomyou perform work under a written contractthat requires you to obtain this agreementfrom us. This agreement shall not operate directly orindirectly to benefit anyone not named in theagreement. B. This provision 3. does not apply in the statesof Pennsylvania and Utah. 4. Foreign Voluntary Compensation and Employers’ Liability Reimbursement A. How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease.Bodily injury includes resulting death. 1. The bodily injury must be sustained by anofficer or employee. 2. The bodily injury must occur in the course ofemployment necessary or incidental to workinacountrynotlistedinExclusionC.1.ofthisprovision. 3. Bodily injury by accident must occur duringthe policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of youremployment. The officer or employee’s last exposure to those conditions of youremployment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid byyou whether such amounts are: 1. voluntary payments for the benefits thatwould be required of you if you and yourofficers or employees were subject to anyworkers’ compensation law of the state ofhire of the individual employee. 2. sums to which Part Two (Employers’ LiabilityInsurance) would apply if the Country ofEmployment were shown in Item 3.A. of theInformation Page. C. Exclusions This insurance does not cover: 1. any occurrences in the United States,Canada, and any country or jurisdictionwhich is the subject of trade or economicsanctions imposed by the laws or regulationsof the United States of America in effect as ofthe inception date of this policy. 2. any obligation imposed by a workers’compensation or occupational disease law,or similar law. 3. bodily injury intentionally caused or aggravated by you Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 5 of 6 4. liability for any consequence, whetherdirect or indirect, of war, invasion, act ofForeign enemy, hostilities (whether warbe declared or not), civil war, rebellion,revolution, insurrection or military orusurped power. No endorsement now orsubsequently attached to this policy shallbe construed as overriding or waivingthis limitation unless specific reference ismade thereto. D. Before We Pay Before we reimburse you for the benefits tothe persons entitled to them, you must havethem: 1. release you and us, in writing, of allresponsibility for the injury or death, 2. transfer to us their right to recover fromothers who may be responsible for theirinjury or death, 3. cooperate with us and do everythingnecessary to enable us to enforce theright to recover from others. If the persons entitled to the benefits paid failto do these things, our duty to reimburseends at once. If they claim damages from usfor the injury or death, our duty to reimburseends at once. E. Recovery From Others If we make a recovery from others, we willkeep an amount equal to our expenses ofrecovery and the benefits we reimbursed.We will pay the balance to the personsentitled to it. If persons entitled to thebenefits make a recovery from others, theymust repay us for the amounts that we havereimbursed you. F. Reimbursement for Actual Loss Sustained This endorsement provides only forreimbursement for the loss you actuallysustain. In order for you to recover loss orexpenses under this reimbursement youmust: 1. actually sustain and pay the loss orexpense in money after trial, or 2. secure our consent for the payment ofthe loss or expense. G. Repatriation Our reimbursement includes the additionalexpenses of repatriation to the United States of America necessarily incurred as a direct resultof bodily injury. Our reimbursement shall be limited as follows: 1. to the amount by which such expensesexceed the normal cost of returning theofficer or employee if in good health, or 2. in the event of death, to the amount by whichsuch expenses exceed the normal cost ofreturning the officer or employee if alive andin good health. In no event shall our reimbursement exceed thebodily injury by accident limit shown in Item 3.B.of the Information Page as respects any onesuch officer or employee whether dead or alive. H. Endemic Disease The word “disease” includes any endemicdiseases. The coverage applies as if endemic diseaseswere included in the provisions of the workers’compensation law. 5. Longshore and Harbor Workers’ Compensation Act Coverage General Section C. Workers’ Compensation Lawis replaced by the following: C. Workers’ Compensation Law Workers’ Compensation Law means the workersor workers’ compensation law and occupationaldisease law of each state or territory named inItem 3.A. of the Information Page and theLongshore and Harbor Workers’ CompensationAct (33 USC Sections 901-950). It includes anyamendments to those laws that are in effectduring the policy period. It does not include anyother federal workers or workers’ compensationlaw, other federal occupational disease law or theprovisions of any law that providenonoccupational disability benefits. Part Two (Employers’ Liability Insurance), C.Exclusions, exclusion 8, does not apply to worksubject to the Longshore and Harbor Workers’Compensation Act. This coverage does not apply to work subject tothe Defense Base Act, the Outer ContinentalShelf Lands Act, or the Nonappropriated FundInstrumentalities Act. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 6 of 6 SECTION III 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States. B. If a state, shown in Item 3.A. of the InformationPage, approves this endorsement after theeffective date of this policy, this endorsement willapply to this policy. The coverage will apply inthe new state on the effective date of the stateapproval C. Schedule of Covered States: CA Countersigned by Authorized Representative PSA19-554CA General Counsel Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 PROJECT NO. 5208 This first Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Southwest Strategies, LLC., a limited liability company ("Contractor") and the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, referred to as ("CMWD"), dated November 29, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide communications/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 the proposal dated December 10, 2018, (“proposal”), attached as Appendix "A" for the Communications/Outreach Services for Recycled Water Phase III Pipeline Expansion Segment 5 Project, (the “Project"). The Project services shall include construction outreach. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the Executive Manager or General Manager 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 within three hundred seventy-five (375) 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. 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 CMWD, 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 CMWD 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 CMWD for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $87,000. DocuSign Envelope ID: 053EAC67-070F-44DE-82D8-C63E38907455 January 7, 2019 PSA19-554CA General Counsel Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT CONSTRUCTION OUTREACH TASK GROUP TIME & MATERIALS Communications planning $8,700 Collateral materials development $26,100 Stakeholder outreach $34,800 Digital media development $4,350 Team meetings $8,700 Comprehensive outreach reports $4,350 TOTAL (Not-to-Exceed) $87,000 CONTRACTOR Southwest Strategies, LLC., a limited liability company Southwest Strategies, LLC., a limited liability company (name of Contractor) (name of Contractor) *By:By: (sign here) (sign here) A.Christopher Wahl, President Jennifer Wahl, CEO (print name/title) (print name/title) cwahl@swspr.com jwahl@swspr.com (e-mail address) (e-mail address) 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. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: ________________________________ Date: _________________________ For Scott Chadwick, Executive Manager APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: _____________________________ Deputy General Counsel DocuSign Envelope ID: 053EAC67-070F-44DE-82D8-C63E38907455 1/7/2019 Appendix A City of Carlsbad Recycled Water Phase III Pipeline Expansion Segment 5 Project Construction Outreach Scope of Work December 10, 2018 Project Overview The City of Carlsbad is in the third and final phase of its recycled water expansion project, installing “purple” pipe throughout residential and commercials areas of the city to expand use of non-potable water for irrigation purposes. Since Phase III began in 2012, work has included an expansion of the Carlsbad Water Recycling Facility and installation of approximately 12 miles of new pipeline. As of October 2018, approximately 6 miles of new pipeline and construction of a 1.5-million-gallon storage tank remained to be completed by 2020. The final portion of pipeline installation – Segment 5 – is currently in the final stages of design. In tandem with the purple pipe installation, crews will be upgrading existing potable water pipe in some neighborhoods. These upgrades will provide increased flow, reduce the need for repairs, and diminish potential future impacts due to breakage and/or shutdowns. Performing these upgrades simultaneously with the purple pipe installation will streamline construction impacts for nearby residents and allow them to realize the full benefits of these improvements sooner. The project will furnish and install nearly 40,000 feet of recycled water pipeline, and more than 6,000 feet of potable water pipeline, as well as valves and appurtenances. The work is planned as open trench with work hours between 7 a.m. and 4 p.m., which encompass morning rush hours in the area. In October 2018, the Carlsbad City Council awarded the contract to Ferreira Coastal Construction. The contractor is now working to finalize the construction schedule. Construction is slated to begin in January 2019 and last approximately a year and a half, through July 2020. The contractor is required to provide notice of work via a mailer to homeowners and/or businesses, 5 days prior, and door hangers 48 hours prior. Valley Construction Management will oversee day to day activities throughout the project. There are a number of areas where additional outreach will be needed to ensure residents and businesses are aware of upcoming work and to coordinate with them throughout the project. Work will be done in approximately six segments throughout the City, including within several residential neighborhoods. Construction outreach will be needed: •Within the Carlsbad Palisades and Flower Fields neighborhoods •Along Kelly Drive, where construction fatigue is high due to recently completed construction work in that area •In the neighborhood along, and adjacent to, Pontiac Drive. This work will be overseen by Valley Construction Management. While significant impacts are not expected in this particular area due to ample road space for the work and minimal staging or drive impacts, an initial mailer about the project will be provided via mail to homeowners in January in advance of trenching anticipated to start in February •For the section adjacent to Hope Elementary School, off of Tamarack Avenue near Simsbury Court, outreach will be targeted to coordination with school administrators, in order to ensure parents are aware of any impacts to access during and around school hours PSA19-554CA 3 DocuSign Envelope ID: 053EAC67-070F-44DE-82D8-C63E38907455 Recycled Water Phase III Pipeline Expansion Segment 5 Project Construction Outreach Scope of Work Page 2 of 8 •This scope does not include outreach for work on Cannon Road, where the City will need to coordinate directly with Parks and Recreation as it relates to any potential impacts to Cannon Park, or other impacts in that area In addition to work and outreach in residential segments of the project, work will occur along a portion of main thoroughfare in Carlsbad, at El Camino Real and Marron Road near a popular shopping mall, The Shoppes at Carlsbad, which is currently undergoing renovation. There are numerous restaurants, businesses and national retailers within the mall and along El Camion Real, including 24 Hour Fitness, Macy’s, Regal Cinemas and The Cheesecake Factory, as well as new tenants coming on board or upgrading facilities as part of the renovation. There is a Vons supermarket and CVS drugstore to the east of El Camino Real and other popular stores in that area at the Carlsbad Plaza South Shopping Center. The Shoppes at Carlsbad parking lot also contains the North County Transit District (NCTD) Plaza Camino Real Transit Center. This is a Breeze bus station hub serving three bus routes (302, 309 and 325), carrying passengers throughout the region. The work will also come in close contact to State Route 78 (SR 78), which serves as the primary east-west travel corridor between Escondido and Oceanside, traversing through several cities including Carlsbad. Outreach should be made to NCTD and Caltrans District 11 representatives to ensure they are aware of the work and to cross coordinate as needed. Outreach to County of San Diego representatives could also be made to ensure they are aware of the project. This area is a very busy section of El Camino Real and will need intensive outreach to businesses, coordination with NCTD, Caltrans, City of Carlsbad Special Events (City-owned portions of the parking lot within the mall are often used for events) and thorough traffic coordination. Southwest Strategies has prepared the following Scope of Work providing a plan for public outreach to accompany these efforts and keep all stakeholders, Carlsbad residents and other interested members of the public informed throughout construction activities. Objectives 1.Inform residents, businesses and interested stakeholders about the Recycled Water Phase III Pipeline Expansion Segment 5 Project from the start of construction through completion (approximately 18 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 concerns. Strategies 1.Communicate with stakeholders prior to and throughout construction to ensure that accurate facts about the project are understood. PSA19-554CA 4 DocuSign Envelope ID: 053EAC67-070F-44DE-82D8-C63E38907455 Recycled Water Phase III Pipeline Expansion Segment 5 Project Construction Outreach Scope of Work Page 3 of 8 2.Engage community members and business/retail management about the project so they are aware how the project will affect their daily lives during construction, and understand its benefits upon completion. 3.Leverage community resources to build awareness and understanding of project impacts and benefits. Tasks The following public outreach tasks are recommended for educating the public about the Recycled Water Phase III Pipeline Expansion Segment 5 Project and keeping stakeholders informed throughout construction. To ensure the objectives outlined above are met successfully, the following implementation tasks listed below are recommended. The tasks have been created to implement public outreach activities covering the project’s construction timeline, which is anticipated to begin in January 2019 and continue for approximately 18 months. Some initial materials were previously prepared as part of Southwest Strategies initial role in and scope of outreach efforts for the project. However, as outreach needs have expanded and outreach focus has become more targeted, these materials will need to be updated to reflect the current targets and scale of the outreach efforts. 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 update 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. Messaging will be unique for recycled water and potable portions of the project. b.Create and Update Stakeholder Database – Southwest Strategies will compile a database of project stakeholders, including, but not limited to, property owners in the project area, nearby residents and businesses, community groups and organizations, elected officials, representatives from local transit/utilities 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 door-to-door outreach. 2.Collateral Materials Development – In conjunction with the City of Carlsbad, Southwest Strategies will develop a number of project materials to provide key 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 PSA19-554CA 5 DocuSign Envelope ID: 053EAC67-070F-44DE-82D8-C63E38907455 Recycled Water Phase III Pipeline Expansion Segment 5 Project Construction Outreach Scope of Work Page 4 of 8 of Carlsbad’s existing style and brand guidelines. a.Fact Sheet – Southwest Strategies will create one-page fact sheets on the project, providing information on all work planned during construction and the benefits of these improvements. Fact sheets will be prepared specific to both the potable and recycled water pieces of the project. Messaging on the fact sheets will be tailored to fit the specific work taking place, be it potable or recycled and the corresponding impacts expected for each. The fact sheets will also include a map of the construction area, highlighting the construction segments and providing preliminary information about the extent and timing of construction along each segment. 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 included). All workers in the field – including the City inspector and construction crews – will be given fact sheets to provide any members of the public who may approach them with a question on the project. The fact sheets will also be distributed by the project team during door-to-door walks and provided to businesses adjacent to construction to have on hand. Information included in the fact sheets can be use in developing notices and other materials. 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 in response to direct inquiries. 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. Once signage has been designed and artwork approved, Southwest Strategies will work with the City of Carlsbad and/or its preferred vendor(s) 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 residents and businesses as needed. Individual notices will be prepared for each segment 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 nearby residents 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 residents, businesses and property owners. 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 mall and transit district 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 PSA19-554CA 6 DocuSign Envelope ID: 053EAC67-070F-44DE-82D8-C63E38907455 Recycled Water Phase III Pipeline Expansion Segment 5 Project Construction Outreach Scope of Work Page 5 of 8 construction areas, detour routes and parking alternatives, and will be developed on an as-needed basis to highlight the specific segment of work area. f.Inquiry Response Protocol – Southwest Strategies will develop an Inquiry Response Protocol document for distribution to the City’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 – To assist City 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 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 maps. 3.Stakeholder Outreach – Southwest Strategies will coordinate with the City of Carlsbad on outreach to stakeholders including, but not limited to, property owners and homeowners’ associations (HOAs) in the project area, nearby residents and businesses, community groups and organizations, elected officials, representatives from local utilities, the North County Transit District, Caltrans, the Shoppes at Carlsbad and others with interests in the project. 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 residents and businesses, HOAs, other stakeholders and relevant community groups and organizations on an as-needed basis. The purpose of these presentations will be to proactively engage with stakeholders, providing an update on the status of the project and responding to inquiries. 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 HOAs, residents and businesses prior to construction beginning in their 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. 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 or HOA, by anticipating their specific needs and concerns. The purpose of these meetings will be PSA19-554CA 7 DocuSign Envelope ID: 053EAC67-070F-44DE-82D8-C63E38907455 Recycled Water Phase III Pipeline Expansion Segment 5 Project Construction Outreach Scope of Work Page 6 of 8 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 would be sought with representatives from the Shoppes at Carlsbad, NCTD, Caltrans, County of San Diego, Carlsbad Chamber of Commerce and other key groups. In the case of the Shoppes at Carlsbad, advance outreach will be made to the management company to inform them of the upcoming work, solidify relationships with representatives and determine the best way to coordinate with the businesses, restaurants and national retailers within the mall. An in-person meeting could be set up, as needed, with management to review the work plans and schedule and discuss disseminating information to their tenants, renovation construction crews and patrons. Per these discussions, materials would be tailored to best reach these audiences, be that electronic communications that would 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. In the case of the North County Transit District Breeze bus hub within the Shoppes at Carlsbad, the same process would occur, including outreach to representatives and a meeting to discuss what, if any, impacts the construction would have on their bus routes along Marron Road and in the vicinity of the work. The meetings would also focus on the best options to disseminate information to bus passengers. A high level of consistent, ongoing outreach and coordination would be conducted with NCTD to ensure the word is spread amongst their ridership and constituents. Outreach would also be made to Caltrans representatives to inform them of the project proximity to SR 78 and discuss any needed cross coordination. Outreach to City of Carlsbad and County of San Diego Special Events teams would help ensure any upcoming area events take the construction into consideration throughout planning and execution. Outreach would 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. Considering that this area is extremely busy and the sheer number of businesses in the area, a host of other meetings will be sought with key constituents to ensure advanced noticing and consistent, ongoing coordination. c.Door-to-Door Business/Resident Outreach – When direct mail is not feasible, Southwest Strategies will provide as needed door-to-door outreach to businesses and residents adjacent the project area to distribute door hangers, provide information about PSA19-554CA 8 DocuSign Envelope ID: 053EAC67-070F-44DE-82D8-C63E38907455 Recycled Water Phase III Pipeline Expansion Segment 5 Project Construction Outreach Scope of Work Page 7 of 8 upcoming construction impacts and as 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 mall tenants of upcoming work, in addition to outreach from management, electronic or 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’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 segment 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 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 mall, 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 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 mall and NCTD management, if and as needed. 5.Team Meetings – Southwest Strategies will help coordinate and attend regularly scheduled team progress meetings (at least once a month) 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 will help coordinate and participate in any teleconferences necessary throughout the project. PSA19-554CA 9 DocuSign Envelope ID: 053EAC67-070F-44DE-82D8-C63E38907455 Recycled Water Phase III Pipeline Expansion Segment 5 Project Construction Outreach Scope of Work Page 8 of 8 Additionally, Southwest Strategies staff attended the pre-construction workshop and will attend other meetings as requested by the project team. 6.Comprehensive Outreach Reports – Southwest Strategies will provide a comprehensive outreach report after each segment of the project is completed to summarize outreach activities conducted as part of the project scope. 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 Recycled Water Phase III Pipeline Expansion Segment 5 Project Construction Outreach will average approximately $4,000-$6,000 a month, with some months being higher and others lower, depending on the amount of outreach. We anticipate a budget of $77,000 - $87,000 to implement the activities outlined in this Scope of Work. Work will be billed on a time-and-materials basis and will not exceed $87,000 total over the expected 18-month course of work (from January 2019 through July 2020). If project timelines exceed the 18-month period, it may be necessary to reevaluate the scope to determine if additional budget is required. ### PSA19-554CA 10 DocuSign Envelope ID: 053EAC67-070F-44DE-82D8-C63E38907455 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 19-554CA MASTER AGREEMENT FOR COMMUNICATIONS/OUTREACH SERVICES SOUTHWEST STRATEGIES, LLC. \ ~IS AGRE:EMENT is made and entered into as of the ::zmh day of :\(0-, W) ~2018, by and between the Carlsbad Munici~a~ Wat~r ~istrict, a P~blic Agency organized under the Municipal Water Act of 1911, and a Subs1dIary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Southwest Strategies, LLC., a limited liability company, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in communications and outreach. 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 CMWD 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, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD 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 Executive 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, CMWD needs, and appropriation of funds by the Board of Directors. 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 (10) days after receipt of notification to proceed by CMWD 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 Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 PSA 19-554CA Manager 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 CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) 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, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, 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 CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD 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 CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD 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 CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD 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 CMWD. 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 CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 PSA 19-554CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad 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 willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD'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 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD 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 CMWD). $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 CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 PSA 19-554CA 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 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD 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 CMWD to obtain or maintain insurance and CMWD 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. CMWD reserves the right to require, at anytime, 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 CMWD 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 CMWD. 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 CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 PSA 19-554CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept. Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Email Elizabeth Hansen Project Manager 401 B Street Suite 150 San Diego, CA 92101 858-541-7800 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[] 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 5 General Counsel Approved Version 6/12/18 PSA 19-554CA between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive 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 Executive 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, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD 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 CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD 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 CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. 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. CMWD 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, CMWD 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 CMWD 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 CMWD, 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 CMWD 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 6 General Counsel Approved Version 6/12/18 PSA 19-554CA 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 CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD 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 CMWD, 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 7 General Counsel Approved Version 6/12/18 PSA 19-554CA 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 \ q ~ day of ~OJemk-, 2018. CONTRACTOR Southwest Strategies, LLC., a limited liability mpany By: CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the ity f arlsbad By: If required by CMWD, 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, General Counsel By }QQ~~ ' Depu~ ralCounsel 8 General Counsel Approved Version 6/12/18 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_s __ ~ __ h_. -'.....,J'J.;,r;.~-----ss. On ~'w~/1~. ~pjJ before me, .bz0t~f~ DATE 1 er ·. ~ /? ,,,//~ "1 , Notary Public, personally appeare~ / ti,, r 1 5 '-o j /~---,---W lAAi j) -, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(~fS"are subscribed to the within instrumen~ ; . . and acknowledged to me th~e/they executed the i:- same in his/her/their authorized capacity(~d tha: :. by~r/their signatureC\l on the instrument the person(s_), or the entity upon behalf of which the ::. person~) acted, executed die instrument. )@·.~ .. , · DZHYPARKULAKMATOVA ( 2 . .. · . COMM.# 2099814 c, ~ ;Jt°':· . NOTARY PUBLIC-CALIFORNIA ~ t~ · · SAN DIEGO COUNTY -1 My Co~m, Exp/ebrury 12, 2019 r 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 _______ ._ 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 Tm.E(S) 0 OTHER: __________ _ SIGNER (PRINCIPAL) IS REPRESENTING: NAME OF0PERSON(S) OR ENTITY(IES) DESCRIPTION OF ATTACHED DOCUMENT '" ~_r~~~-4-,... &-~~-4--7 . c;~ TITLE OR TYPE OF DOCUMENT ;:. ~ -fw,e.,,e_./ /?2-ftJ.2~ ~ NUMBER OF PAGES /-r✓l'.(?1/P~/J? DATE OF DOCUMENT RIGHT THUMBPRINT OF SIGNER OTHER APAOl/2015 NOTARY BONDS, SUPPLIES AND FORMS AT HTTP://WWW.VALLEY-SIERRA.COM 0 2005-2017 VALLEY-SIERRA lNSUR,\:\C:C: 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 Countyof s~ b,~ }ss. On )/Qv,e~ M 1-<4, Mlf befioreme,. hz.~-·~-L/ J~/~v'<---_ ------~+.-C:.-------'---~---• Notary Public, DATE l personally appeared _-_,._J_-e-n __ 0_1· _I-_., -'2-(" ___ \Jv_f_lt/4t_~ __ ...---_·-=.-:..-=.-:..-=.-:.-:.-:. ___ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name 1s/ e subscribed to the within instrumer:.: . and acknowt ed to me that ~hey executed the r:: J @ DZHYPARKUL AKMATOVA 1 .-·. COMM.# 2099874 ~ ~ .. .,if1 NOTARY PUBLINALIFORNIA ~ (!) -,~., ; , SAN DIEGO COUNTY :/ My Comm. Exp. February 12, 2019 PLACE NOTARY SEAL !N ABOVE SPACE same in h" heir authorized capacity~), and tha: ;z by his,.u'-<J ....... H'eir signature(s.J_ on the instrument the person('s,), or the entity upon behalf of which the ~ person(s) acted, executed t!ie instrument. 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. 7 A---/('~ NOTARY'S SIGNATURE --------OPTIONAL INFORMATION-------~ The information below is optional. However, it may prove valuable and could prevent fraudulent attachmeP..t 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 T!lLE(S) 0 OTHER: __________ _ SIGNER (PRINCIPAL) IS REPRESENTING: NAME OF.PERSON(S) OR ENTITY(IES) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT RIGHT THUMBPRINT OF SIGNER OTHER APA0J/2015 NOTARY BONDS, SUPPLIES AND FOR.MS AT HTTP://WWW.VALLEY-SJERRA.COM Cl 2005-2017 VALLEY-SIERRA !NSURA:s;c::; PSA 19-554CA 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. 9 General Counsel Approved Version 6/12/18 PSA19-554CA Master Agreement Rate Schedule , I '" ', ' , Title , ,' , , ) ' , . ~ I ; ) /' /' ,, ,1' ~;1:, (•\t~z;',~~ ' ' \ ' , ' ,,I I :Rate, 1 i; \',%'-/, ,',,' : "I ;,,-1(,?!?~ f ,t, • ' ' ' . ~ . RateType . ', ~ ( ', ~ -. ' -' ', Chairman $225 Hourly President $225 Hourly Executive Vice President $205 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 $50 Hourly Expenses ,_ ' ' « ' {,' :, • lnf I ', 1 -~ ~'1~ ,~~•~' > < , 1~~;1_,:'\•>".\ 1 •:;: r :;" '• I , Type · •, ,,, , ,, ·,. Rate' ' :,,/, 'r,(l',';l,,1•~n~.::1~::,'~\1/1 _t ,, ~ • ' Printing Mileage $0.59 per page $0.58 per mile ·other hard costs will be determined on a projea-by-projecr basis as needed S@-UTH\VEST STR,\TEGIES 10 .• :SW:STR-1 UP ID: JA ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~-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(sl. PRODUCER ~2~I~cT Holly B. McGlinn Alcott Insurance Agency, Inc. rit:8NJo Extl: 619-293-3800 I FAX 3945 Idaho Street (A/C Nol: 619-293-3896 San Die~, CA 92104-2902 E-MAIL ADDRESS: Holly B. cGlinn INSURER(Sl AFFORDING COVERAGE NAIC# INSURER A: Citizens Ins Co of America INSURED Southwest Strategies, LLC INSURER B: Hanover Insurance Company 401 B St#150 INSURERC: San Diego, CA INSURER D: INSURER E: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL :;UBR POLICY EFF POLICY EXP LIMITS LTR ,.,~D un,n POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYYI GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -~~~~~i~ Y{a~~i~ence) A X COMMERCIAL GENERAL LIABILITY X X OB3D383369 09/28/2018 09/28/2019 $ 300,000 -D CLAIMS-MADE [K] OCCUR MED EXP (Any one person) $ 5,000 B 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 $ 2,000,00C n POLICY n \bw,, nLOC Prof Liab $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 /Ea accident) $ ~ A ANY AUTO OB3D38336900 09/28/2018 09/28/2019 BODILY INJURY (Per person) $ ~ ALLOWNEO -SCHEDULEO AUTOS AUTOS BODILY INJURY (Per accident) $ ~ -~ X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /PER ACCIDENT! $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MAOE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION I WCSTATU-I !OJ~-AND EMPLOYERS' LIABILITY TORY I IMITS Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE • N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Property Coverage OB3D383369 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 is 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 ~~ jN,l,.,t.YU © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 083 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 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 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 ~ Jnsurance Group- OB3 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 0816 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 Form 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, ~~ The ~H1~~2'l!f 0B3 0383369 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, 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; ~~Hanover ~ Jusurance Group- OB3 0383369 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. (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" 8. Unintentional Failure to Disclose Hazards 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: 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