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HomeMy WebLinkAboutSpecial District Financing and Administration; 2014-12-31;RATIFICATION AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR CONSULTING AND ADMINISTRATION SERVICES FOR COMMUNITY FACILITIES DISTRICT NO. 1 (SPECIAL DISTRICT FINANCING & ADMINISTRATION) This Ratification Amendment No. 2 is entered into as of the "z?:::\::\1'.-day of ~- 2019, but is effective as of the 1st day of January, 2019, extending the agreement dated December 31, 2014 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Special District Financing and Administration ("SOFA"), ("Contractor") (collectively, the "Parties") for consulting and administration services for Community Facilities District No. 1 . RECITALS A. The Agreement, as amended from time to time expired on December 31, 2018 and Contractor continued to work on the services specified therein without the benefit of an agreement. B. The Parties desire to extend the Agreement for a period of one (1) year. C. The Parties have agreed that Contractor will continue to provide professional services as described in Exhibit "A" of the Agreement, as amended from time to time. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive extension and amendment of the Agreement is ratified. 2. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on December 31, 2019. 3. Contractor will continue to provide professional services as described in Exhibit "A" of the Agreement, as amended from time to time. City will pay Contractor for all work associated with those services on a time and materials basis, not-to-exceed sixty-five thousand dollars ($65,000). Contractor will provide City, on a bi-annual basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by the City. 4. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill City Attorney Approved Version 1 /30/13 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR (sign here) ·-:f e,\f H:-a-m, l [ :-pr,/) e,,l () 0// SEE ATTACHED (print name/title) r DOCUMENT Etlrt?am tm\e..· ~/ (print name/tu~~ CITY OF CARLSBAD, a municipal corporation of the State of California By: or or Director ATTEST: L-0.u w--;;: BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA ~:E1ERft Attorney BY: VU_ L-, -------------Assistant City Attorney City Attorney Approved Version 1 /30/13 2 ACKNOWLEDGMENT 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 ~y'\ Ote<?)D On ttbfllO~ l\,~019 before me, \JOi™ 10m~ Notaru l¾hhc (insert name and title ol the officer) personallyappeared Mf:f Ham,,, ---------' who proved to me on the basis of satisfactory evidence to be th~erson(p,'whose name~~ subscribed to the within instrument and acknow~ed to me th th ~7t~ executed the same in @lerltttEfir authorized capacity(ieS'), and that b h1 /~r/t_?ef r signa ure¢) on the instrument the person(1, or the entity upon behalf of which the perso~ acted, executed the 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. Signature~~(Seal) ACKNOWLEDGMENT 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 San Diego on February 12, 2013 before me, Paul Anderberg, Notary Public (insert name and title of the officer) personally appeared Barbara Hale -Carter , who proved to me on the basis of satisfactory evidence to be the per~(.s) whose name i /cITT; su=ibed to the within instrument and acknowledged to me tha~/ttrny executed he same in hi · /their authorized capacityJ.ies}, and that by~their signatureJsron the instrument the person(.s),or the entity upon behalf of which the person(§)..acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 01/17/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PAYCHEX INSURANCE AGENCY INC PHONE I FAX (A/C, No, Ext): (877) 362-6785 (A/C, No): (877) 677-0447 150 SAWGRASS DR E-MAIL ROCHESTER,NY14620 ADDRESS: paychex@travelers.com (877) 362-6785 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A TRAVELERS PROPERTY CASUAL TY COMPANY OF AMERICA INSURED INSURER B: SPECIAL DISTRICT FINANCING & ADMINISTRATION LLC INSURER C: 437 W GRAND AVE INSURER D: ESCONDIDO, CA 92025 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· 164371907381710 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER CMM/DD/YYYYl CMM/DD/YYYYl LIMITS -EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED -□CLAIMS-MADE OoccuR PREMISES /Ea occurrence\ $ MEO EXP (Anv one oerson\ $ - PERSONAL & ADV INJURY $ -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ~ POLICY □PRO-□ JECT LOC PRODUCTS -COMP/OP AGG $ OTHER: $ COMBINED SINGLE LIMIT $ AUTOMOBILE LIABILITY (Ea accidenl) -BODILY INJURY (Per person) $ ANY AUTO -OWNED §""'°"~" -AUTOS ONLY AUTOS BOOIL Y INJURY (Per accident) $ HIRED NON-OWNED -AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ (Per accident) -$ -UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE _ OED LJ RETENTION $ AGGREGATE $ $ A WORKERS COMPENSATION N/A UB-4749C428-18 06/01/2018 06/01/2019 XI PER I I OTH-STATUTE ER AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? $1,000,000 (Mandatory in NH) E.L. DISEASE · EA EMPLOYEE ,I ~lsMi"n~bJ OFdOPERATIONS below E.L. DISEASE· POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION CITY OF CARLSBAD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1635 FARADAY AVENUE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CARLSBAD, CA 92008 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 111»J (l)tifflv/$10 I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ACORD® CERTIFICATE OF LIABILITY INSURANCE I DA TE (MM/DD/YYYY) ~-01/17/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Brian Grant NAME: Pacific Premier Insurance Associates. Inc l•~~N,-Tn Frll· (858) 386-4443 I FAX fA/C No): (858) 386-4445 3160 Camino Del Rio South #118 E-MAIL brian@pacinsure.com ADDRESS: INSURERfSl AFFORDING COVERAGE NAIC# San Diego CA 92108 INSURER A: CITIZENS INS CO OF AMER 31534 INSURED INSURERS: PHILADELPHIA IND INS CO 18058 Special District Financing & Administration LLC INSURERC: 437 W Grand Ave INSURER D: -- INSURER E: Escondido CA 92025 INSURER F: COVERAGES CERTIFICATE NUMBER-REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE """' lwvn POLICY NUMBER IMM/DD/YYYY) fMM/DDIYYYYl LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -~ ~ CLAIMS-MADE □ OCCUR DAMAGE TU RENTED PREMISES (Ea occurrence I $ 300,000 ✓ ~ MED EXP (Any one person) $ 5,000 A OBF-D376380-01 09/25/2018 09/25/2019 PERSONAL & ADV INJURY s 2,000,000 ~ GEN"L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 ~ □PRO-□LOG PRODUCTS -COMP/OP AGG 2,000,000 POLICY JECT $ -~ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident\ f---- I ANY AUTO BODILY INJURY (Per person) $ f----OVVNED ~ SCHEDULED AUTOS ONLY AUTOS OBF-D376380-01 09/25/2018 09/25/2019 BODIL y INJURY (Per accident) $ ~ HIRED f---NON-OVVNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY rPer accidentl $ I-f----- $ UMBRELILA LIAS H OCCUR EACH OCCURRENCE $ f---- EXCESS LIAS CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION gm I I OTH- AND EMPLOYERS' LIABILITY __ STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ ~m:~rtfr8~ ofoPERATIONS below E.L. DISEASE -POLICY LIMIT $ Professional Liability Limit of Liability $1,000,000 B PHSD1335961 04/13/2018 04/13/2019 Deductible Per Claim $2,500 ✓ DESCRIPTION OF OPERATIONS/LOCATIONS / VEHICLES (ACORD 101, Addltional Remarks Schedule, may be attached if more space is required) **Cert holder is additionally insured per special broadening endorsement 391-1006 08 16** CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Ave AUTHORIZED REPRESENTATIVE Carlsbad CA 92008 ~£µ-- © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSO\NNERS 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 ~ Insurance Group_ OBF D376380 5701176 The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured -Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured -Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally 3. undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Alienated Premises SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; 4. Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying 5. or containing such products. d. With respect to the insurance afforded to these vendors, the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. Incidental Malpractice -Employed Nurses, EMT's and Paramedics SECTION II -LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 6. Personal Injury -Broad Form a. SECTION II -LIABILITY, 8. 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, 8. Exclusions, 1. Applicable To Business Liability Coverage, !&~Hanover ~ Insurance Group- OBF D376380 5701176 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; (1 O)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 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 f. (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" 8· including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are 9. required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". This Product Recall Expense Coverage does not apply: ~~Hanover ~ Insurance Group- OBF D376380 5701176 (1) If the "products -completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. Unintentional Failure to Disclose Hazards The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. Unintentional Failure to Notify The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 THIS ENDORSMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ASBESTOS LIABILITY EXCLUSION This endorsement modifies insurance provided under the following: BUSINESSOVVNERS COVERAGE FORM This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of any actual or alleged: 1. Inhaling, ingesting or prolonged physical exposure by any person to asbestos or asbestos fibers or goods or products containing asbestos; 2. Use of asbestos in constructing or manufacturing any good, product or structure; 3. Intentional or accidental removal including encapsulation, dispersal, sealing or disposal of asbestos or asbestos fibers from any good, product or structure; 4. Manufacture, transportation, storage or disposal of asbestos or goods or products containing asbestos; 5. Product manufactured, sold, handled or distributed by or on behalf of the insured which contain asbestos; or 6. Acts or omissions of the insured in connection with the general supervision of any job involving the removal, enclosure, encapsulation, dispersal, sealing or disposal of asbestos, asbestos fibers or products containing asbestos. General supervision includes the rendering of or failure to render any instructions, recommendations, warnings or advice. Includes copyrighted material of Insurance Services Office, Inc. 1997,2001 421-0022 (7/02) Page 1 of 1 RATIFICATION AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR CONSULTING AND ADMINISTRATION SERVICES FOR COMMUNITY FACILITIES DISTRICT NO. 1 (SPECIAL DISTRICT FINANCING & ADMINISTRATION) This Ratification Amendment No. 1 is entered into as of the dU 't//) day of~, , 2018, but is effective as of the 1st day of January, 2018, extending the agreeentdated December 31, 2014 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Special District Financing and Administration ("SOFA"), ("Contractor") (collectively, the "Parties") for consulting and administration services for Community Facilities District No. 1. RECITALS A. The Agreement, as amended from time to time expired on December 31, 2017 and Contractor continued to work on the services specified therein without the benefit of an agreement. B. The Parties desire to extend the Agreement for a period of one (1) year. C. The Parties have agreed that Contractor will continue to provide professional services as described in Exhibit "A" of the Agreement, as amended from time to time. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive extension and amendment of the Agreement is ratified. 2. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on December 31, 2018. 3. Contractor will continue to provide professional services as described in Exhibit "A" of the Agreement, as amended from time to time. City will pay Contractor for all work associated with those services on a time and materials basis, not-to-exceed sixty-five thousand dollars ($65,000). Contractor will provide City, on a bi-annual basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by the City. 4. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill City Attorney Approved Version 1 /30/13 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR By: (print name/title) -B~~ ~e. --:C~---rA--- <print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ger or Mayor or Director ATTEST: ~n~~ BARBARA ENGLESON{) -~ City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: Assistant City Attorney SEE ,;TTACHED DOC:Hv1EI\JT City Attorney Approved Version 1 /30/13 2 ACKNOWLEDGMENT 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 San Diego On April 3, 2018 before me, Paul Anderberg, Notary Public (insert name and title of the officer) personally appeared Jeffery Hammill , who proved to me on the basis of satisfactory evidence to be the ~son.(.st whose nam~/are ?."~scribed to the within instrument and acknowle~ed to me tha~shefthey executed the same in ~her/their authorized capacit)t(tesj, and that by~/herltheif signature(s',on the instrument the persol).(st;-or the entity upon behalf of which the perso'*7acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) ACKNOWLEDGMENT 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 San Diego On April 12, 2018 before me, Daphne R. Yuhas, Notary Public (insert name and title of the officer) personally appeared Barbara Ann Hale Carter , who proved to me on the basis of satisfactory evidence to be the pers~) w.!'ose name(s)Q.a,S" sub~Ji.pedJo the within instrument and acknowledge~ me_J.hat.Pe'I~ executed the same in ~r authorized capacity(ies), and that by~ signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature QL l ~ (Seal) ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 02/13/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Brian Grant NAME: Brian Grant Insurance Agency, Inc. i4~gNJ0 c-"· (858) 386-4444 I FAX fA/C Nol: (858) 386-4445 3160 Camino Del Rio South #B118 E-MAIL brian@bgrantinsurance.com ADDRESS: INSURER/SI AFFORDING COVERAGE NAIC# San Diego CA 92108 INSURER A: CITIZENS INS CO OF AMER 31534 INSURED INSURER B: Special District Financing & Administration LLC INSURERC: 437 W Grand Ave INSURER D: INSURERE: Escondido CA 92025 INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AOOL SUBR ,~ghli~. l~~~~i~. LTR "''"' <Anm POLICY NUMBER LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 f--=i CLAIMS-MADE Ix] OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence) $ 300,000 f--MED EXP (Any one person) $ 5,000 A OBF D376380 09/25/2017 09/25/2018 PERSONAL & ADV INJURY $ 2,000,000 f-- GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4,000,000 ~ DPRO-DLOC 2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY fE~~~~~~~?NGLE LIMIT $ 2,000,000 -ANY AUTO BODILY INJURY (Per person) $ --OWNED SCHEDULED A OBF D376380 09/25/2017 09/25/2018 BODILY INJURY (Per accident) $ -AUTOS ONLY -AUTOS X HIRED X NON-OWNED ;p~?~tcfd~~t~AMAGE $ AUTOS ONLY -AUTOS ONLY $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ f-- EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION I ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) **Cert holder is additionally insured per special broadening endorsement 391-1006 08 16** **1 O day notice of cancellation for nonpayment or premium** CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1635 Faraday Ave r-_2 C ··· -, San Diego CA 92008 ~~ ~-- © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS OOVERAGE 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 ~ Insurance Croup. OBF D376380 5701176 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 of6 (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, EMTs 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, ~\-,, Hanover ~ Insurance Croup. OBF D376380 5701176 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. Page4 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 Lim its 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. Al I "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d. The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. For the purposs of this endorsement, the following definitions are added to SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 0816 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 f. (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" 8· including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are 9. required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". This Product Recall Expense Coverage does not apply: ~\-~, Hanover ~ Insurance Group_ OBF D376380 5701176 (1) If the "products -completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. Unintentional Failure to Disclose Hazards The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. Unintentional Failure to Notify The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 0816 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of6 AGREEMENT FOR CONSULTING AND ADMINISTRATION SERVICES FOR COMMUNITY FACILITIES DISTRICT NO. 1 (SPECIAL DISTRICT FINANCING & ADMINISTRATION) THIS AGREEMENT is made and entered into as of the 31 ^ day of Dcgg#v\bg^ , 20/ff:, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and SPECIAL DISTRICT FINANCING & ADMINISTRATION (SDF&A), a limited liability company, ("Contractor"). RECITALS A. City requires the professional services of a municipal financial consulting and administration contractor that is experienced in the annual administration ofthe City's Community Facilities District No. 1 (hereinafter "CFD No. 1"). B. Contractor has the necessary experience in providing professional services and advice related to municipal financing of special financing districts including community facilities districts. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof in an amount not to exceed sixty five thousand dollars ($65,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance. City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed shall not exceed $65,000 per Agreement year and during the initial three year term shall not exceed one hundred ninety five thousand dollars ($195,000). If the Agreement is extended, the total not-to-exceed fee payable will be $65,000 per one (1) year extension for a maximum fee payable of $130,000 for the two (2) allowable one (1) year extensions. No other compensation forthe Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to City Attorney Approved Version 1/30/13 withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectty employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms ofthis Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys' fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may City Attorney Approved Version 1/30/13 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-:VM". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate. Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be bwice the required per occurrence limit. 10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. 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. I I If box is checked. Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions ofthis Agreement. 10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. City Attorney Approved Version 1/30/13 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at 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 Carisbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Kevin Branca Name Barbara Hale-Carter Title Finance Director Title Principal Department Finance Address 437 W. Grand Avenue City of Carisbad Escondido, CA 92025 Address 1635 Faraday Avenue Phone No. 760-233-2630 Carlsbad, CA 92008 Email barbc@sdfa.com Phone No. 760-602-2430 City Attorney Approved Version 1/30/13 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 Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulafions 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 fimes observe and comply with these laws, ordinances, and regulations and wiil be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware ofthe requirements ofthe 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 regulafions prohibifing 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 othenwise settled by agreement between the parties. Representatives of Contractor or City will reduce such quesfions, and their respecfive views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolufion, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolufion within ten (10) business days. Ifthe resolufion thus obtained is unsafisfactory to the aggrieved party, a letter outlining the disputes will be fonwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solufion to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the terminafion. If City decides to abandon or indeflnitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notiflcation of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determinafion of fact based upon the work product delivered to City and ofthe percentage ofwork that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the flnal payment ofthe Agreement. Notwithstanding the above paragraph, either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. City Attorney Approved Version 1/30/13 Contractor will be paid for work performed to the termination date based on the reasonable value of the services performed up to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the flnal determinafion as to the portions of tasks completed and the compensafion 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 considerafion confingent upon, or resulting from, the award or making ofthis Agreement. For breach or violation ofthis warranty. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or considerafion, or othenwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part ofthe Agreement process as set forth in this Agreement and not in anticipation of lifigafion or in conjunction with litigafion. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecufion. Contractor acknowledges that California Government Code secfions 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalfies where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entified to recover its litigafion costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any acfion at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relafing to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 1/30/13 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and condifions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporafion of the State of California By: 9^ ^IOMJ^ iz//7//i (sign here) Jeff Hamill, Principal (print name/tifie) By: f^City Manager oi Mijyui ui Divibiuii Diieclw ac authorized by tho City Manager Kathryn B. Dodson ATTEST: re) Barbara Hale-Carter, Principal (print name/title) BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execufion 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 ny~)^ttorney is^nt City-Atterfney City Attorney Approved Version 1/30/13 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of Califomia County of "^i,^ ^\P(^r) Qp V)^C. 9-0\^ beforeme. TWv. U^ U^^^^U t^C)\ur--i . (Here ins^ name and tMe of ^ofBcer) I personaUy appeared TY^Q-Cc?^^ Ay..^ WcArv^\\\ , who proved to me on the basis of satisfactory evidence to be the personj>)^ose naiqe^^are subscribed to the within instrument and acknowledged to me Ag^she/they executed the same ^^/ha-/their authorized capacityCj^^Tand that b^ra»er/their signaturp^s^Tra^e instrument the perspa(^or the raSty upon behalf of which the persQn^)'a5ted, execuSa Ae instrument. I certify under PENALTY OF PERJURY under the laws ofthe State of Cahfomia that the foregoing paragi^h is true and correct. WITNESS my hand and ofScial seal (Notary Seal) THOA M. HUYNH i COMM. f 2065744 »; NOTARY PUBUC-CAUFOilNi* Ul $Mi DKM COUNTY MYC(MM.Exr.APt.:t,M18 ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (TMe or descrqition of aUacbed docunient) (Title or descrqitiQn of attadied documoit continued) Number of Pages Document Date (AddMooal infonnatian) CAPACITY CLAIMED BY THE SIGNER ° Individual (s) n Corporate Ofiicer (Title) D Partner(s) ° Attomey-in-Fact D Trustee(s) n Other INSlRUCnONS FOR COMPLETING THIS FORM Any achunvledgment completed in Calffimua mmt conlain wrtt^ge exactly as ajg>ears above in the notary section or a separate acknowledgment form must be properly compleled and attached to Aat document. The only exception is a documenl is to be recorded outside of Caltfornia. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does nol require the notary lo do something duU is illegal for a nolaty in Califomia (i.e certtfying rte autiiorized a^xtdty ctf the signer). Please check tiie document carefidfyfor proper nolarial wm^ding and attach titis form if required. • State and County infonnation must be flie State and County wliere the document signei<s) peisoiMlly qipeaied before Ae notaiy public fo^ adcDowledgn^ • Date ofnotarization must be tbe date Aat tbe signer(s)perBcinaUyq)iieared which most also be die same date die adaiowledgment is completed. • The notaiy public must print his or her name as it qipears within bis or her commissioa followed by a comma and then your tide (notaiy public). • Print the name(s) of document signers) who perscmally appear at the time of notarization. • Indicate the correct singubr or phiral fonns by crossing off incorrect forms (Le. •ia/sbeflbgfj. is^^tie ) or circling die conect forms. Failure to correctly indicate diis infonnatioD may lead to rejection of document recording. • The notaiy seal inqsession must be clear and i*otographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal ifa sufBcient area pennits, odierwise conqilete a difiisrent acknowledgmeDt fonn. • Signature ofthe notaiy public must match die signature on file with the office of die county cledc. ca Additional infoimation is not required but could he^i to ensure dns acknowledgment is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date, hidicate the capacity claimed by die signer. If die claimed capacity is a corpoTBte ofiicer, indicate tbe tide (i.e. CEO, CFO, Secretaiy). • Securely attach this docuinent to the signed docuinent C8 OS 2008 Version CAPA v!2.10.07 800-873-9865 www.NotaiyClasses.com CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of Califomia County of S>CM\ ^[^ \€O^0 OnDe^: 12^70(4 beforeme, \V^lfr/^Vinopal ^ Kl^<^rC( \>,)J^UC \J I (Here insert name and title of the ofScaf) personally appeared iPQl^!QC3U"^X -V'](lJi-P - Q^nX'^'fjr who proved to me on the basis of satisfactory evidence to^ the person(^ whose name(>^^^ subscribed to the within instrument and actajQwledged to me that ha^^ey executed the same in hi^^^eir authorized capacityOes), and that by hig^^heir signature(s)ron themstrument the person(s>, or the entity upon behalfof which the person(^ acted, executed the instmment. I certify under PENALTY OF PERJURY under the laws ofthe State of Califomia that the foregoing paragraph is tme and correct. a *• f „!,„'. •..'^'n.', * * WITNESS my hand and official seal. Commission* 1920671 Notary Publlc - California San Diego Gounty \ '^'^•tSSS^ ^j|v Comm. Expires^Jan (Notary S&I) - Z z > 6,20151 ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages Document Date (Additional information) CAPACITY CLAIMED BY THE SIGNER • • Individual (s) • Corporate Officer • (Title) • Partner(s) • • Attomey-in-Fact • Trustee(s) • Other INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in Califomia must contain verbiage exactly as appears above in the notary section or a separate achunvledgment form must be properly completed and attached to that document The only exception is if a document is to he recorded outside ofCalifornia. In such instances, any altemative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial -wording and attach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notaiy public). Print the name(s) of document signer(s) who personally appear at the time of notarization. Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/theyr is /we) or circling the correct forms. Failure to conectiy indicate this information may lead to rejection of document recording. The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. Signature ofthe notary public must match the signature on file with the office of the county clerk. • Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. • Indicate title or type of attached document, number of pages and date. • Indicate the capacity claimed by the signer. Ifthe claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary), Securely attach this document to the signed document 2008 Version CAPA vl2.10.07 800-873-9865 www.NotaryClasses.com EXHIBIT "A" SCOPE OF SERVICES The following overviews the proposed Scope of Work for the Administration of the City of Carlsbad Community Facilities District No. 1 and summarizes the steps required to perform such services. This Scope of Work also provides for the assignment of other Special Research/Consulting Project Services by letter agreement on an hourly basis. TASK1: 1. ESTIMATE FUTURE GROWTH FOR CASH FORECASTING PURPOSES • Obtain sample parcel data on Local Facility Management Zones ("LFMZ") and building permit issuance data from Management Information System Department ("MIS Department"). • Update sample LFMZ data on vacant or under-developed parcels by adding status of development, projected development by type (residential, commercial, industrial), and the calculation of projected equivalent dwelling units ("EDU") in accordance with the requirements ofthe City's GIS Department. • Update CFD No. 1 database with new Assessor parcel numbers, transferring and checking general plan land use and net assessable acreage data, adding permit data by Assessor parcel. This requires interaction with the City's Planning and Building Departments. • Provide sample data to the City's GIS Department for review and preparation of a draft visual. • Obtain comments from the City's GIS Department on discrepancies. • Provide historical growth projection to City's Planning Department and schedule appointments with assigned planners. Redevelopment Agency staff and the Building staff. • Provide data to the City's GIS department as LFMZ are completed for preparation of draft visuals. • Meet with planning staff member tracking dwelling unit bank. Update unit bank figures shown in growth projections. • Revisit with planners as needed. • Meet with City Finance Director and/or City Engineer as needed to review data. SDFA foresees the need to discuss redevelopment prior to the completion of the project. • Prepare draft report for staff review which includes: detailed data, summary data (growth projection table) and draft visual sample as prepared by the City's GIS Department. • Revise draft as required. • Attend meeting for review of growth projections. • Update growth projections and detailed data as required. • Provide final data to City's GIS Department for completion of visual products. • Provide City's Finance Department with final report to include growth projections by LFMZ and in summary for use in the City's CIP Program. This will be completed by the date required in the CIP Schedule prepared by the City's Finance Department. • Request building permit data from the MIS Department through March 1. • Request Assessor Parcel Data from the County of San Diego. • Update CFD No. 1 database with new Assessor parcel numbers, transferring and checking General Plan land use and net assessable acreage data, adding permit data City Attorney Approved Version 1/30/13 by Assessor parcel. This requires interaction with the City's Planning and Building Departments. Once this step is completed, a draft revenue stream for the cash flow can be prepared. TASK 2: 1. CASH FLOW ANALYSIS SDFA will prepare a cash flow for both the residential and non-residential elements as required in the Rate and Method of Apportionment for the CFD No. 1. This will require the receipt of year-end balances, year-to-date balances, a projection of funds to be contributed to the CFD No. 1 from properties outside the CFD No. 1, CFD No. 1 project schedule, CFD No. 1 project expenditures, and delinquency data. Meeting(s) will be held with the Finance Department staff to review such cash flows. Various options to the tax rates can be entered and evaluated. Once the tax rate decision is final, a draft agenda bill and annual resolution is provided for review and use. Attendance at the Council meeting can be arranged, if requested. 2. SUBMIT THE ANNUAL ASSESSMENT LEVY SDFA will cause the annual special tax to be levied on the secured roll of the County of San Diego by compiling and transmitting a complete list of the actual special tax for each Assessor's parcel in the CFD No. 1 which is levied to the City's Auditor's office with a copy of the current year's resolution and a letter of authorization identifying the number and amount ofthe charges via the required format. 3. RESUBMISSION OF ANY REJECTIONS/CORRECTIONS If necessary, identify unapplied charges and research corrected parcel numbers. Resubmit under corrected Assessor's parcel numbers prior to City's Auditor's resubmittal deadline. 4. PREPARE ANNUAL REPORT Prepare and provide to City staff final Annual Reports for the CFD No. 1. The CFD No. 1 report is proposed to provide a boundary map updated with annexed properties, an Information Packet, a parcel listing, the cash flows, the resolution and submittal certification letter, the current and original project schedules. The report will be provided in both hard copy and electronic format. An electronic copy of the CFD No. 1 database will be provided to the MIS Department to allow the City to update the parcel data with applicable flags denoting participation in the CFD No. 1 along with the annexation date. TASK 3: 1. ANNEXATIONS Once notified by staff of property to be annexed, SDFA will coordinate the annexation process. The annexation process includes: • Requesting from the annexing property owner or representative, a title or lot book report less than 30 days old, a general description of the project and dates on entitlement, and an annexation check made out to the City of Carlsbad. • Requesting property entitlement information from the City's Planning Department. • Coordinating the preparation of the annexation map with the City's Engineering Department. City Attorney Approveci Version 1/30/13 Coordinating with staff the date and time ofthe election. Preparing and distributing ballot(s) and waiver(s) to the owner(s) of record. Preparing a draft agenda bill for staff review. Reviewing title reports for ownership accuracy. Verifying signatures on the annexation documents. Attending the scheduled election. Coordinating the signature ofthe City Clerk as the Election Official. Attending Council meeting, if requested by staff. Recording the boundary map and Notice of Special Tax Lien within 15 days of Council action. • Providing staff with a complete set of documents for their files. 2. REVIEW ADMINISTRATIVE PROCEDURES SDFA will be pleased to meet with City staff to discuss the status of the CFD No. 1 and any procedural changes which the City or SDFA feels would benefit the administration of the CFD No. 1. 3. APPEALS ACTIONS SDFA will be responsible for the following, at the request of staff: • Preparing a draft analysis of the appeal issue to discuss with staff. • Attending the Appeals Board meeting and presenting the appeal. • Taking direction from the Appeals Board on further actions. • Summarizing the decision of the Appeals Board action in a draft agenda bill for staff review and preparing a draft response to the appealing party. • Attending Council meeting, if requested, by staff. 4. RESPOND TO INQUIRIES All requests made by staff, property owners or developers will be addressed by telephone, fax or letter to acknowledge their request within one business day of receipt of their request. The requesting party will be provided with either immediate information or an estimate of when the information will be forthcoming. An annual information packet, to be signed by both staff and SDFA, will be prepared and sent to all requesting parties. SDFA will perform tax calculations for property owners and developers upon request. TASK 4: 1. OTHER SPECIAL RESEARCH/CONSULTING PROJECTS At the request of staff and as detailed by an amendment to this Agreement, additional services will be performed for Special Research and/or Consulting Projects. City Attorney Approved Version 1/30/13 10 FEES AND EXPENSES: Task 1: SDFA proposes an hourly not-to-exceed amount for Administration Services included under Task 1 to be $35,000. Task 2: SDFA proposes an hourly not-to-exceed amount for Administration Services included under Task 2 to be $15,000. Task 3: SDFA proposes an hourly not-to-exceed amount for Administration Services included under Task 3 to be $15,000. HOURLY BILLING RATES Principal $180.00 Senior Associate $115.00 Associate $85.00 Secretary $75.00 EXPENSES Expenses will be passed through at cost. Expenses include postage, including overnight delivery, copying, and the purchase of data from other sources. An example of purchased data would include assessor parcel maps and County of San Diego Assessor data, etc. City Attorney Approved Version 1/30/13 11