Loading...
HomeMy WebLinkAboutWSP Corporate Benefits and Insurance Services Inc; 2018-11-07;AGREEMENT FOR BENEFIT BROKER/CONSUL TING SERVICES WSP CORPORATE BENEFITS & INSURANCE SERVICES, INC . . ~IS AGREEMENT is made and entered into as of the r;-tb day of YfuLH?-rnb Q,,A: , 20 18, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and WSP Corporate Benefits & Insurance Services, Inc. ("Contractor"). RECITALS A. City requires the professional services of a broker/benefits consultant that is experienced in all of the necessary professional services for the on-going review and maintenance of the City's benefit programs. B. Contractor has the necessary experience in providing professional services and advice related to employee benefits. 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 five (5) years from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be in an amount not to exceed thirty-five thousand dollars ($35,000) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Contractor's Broker/Consulting services shall be billed at the annual rate of twenty-four thousand dollars ($24,000) for the first Agreement year ("Annual Rate"), payable in quarterly installments of $6,000. The Annual Rate shall increase by an amount to be agreed upon by City and Contractor, not to exceed two percent (2%) per Agreement year, rounded to the nearest hundred dollars, for the remainder of the contract term. The Parties acknowledge that additional expenses may apply if additional resources are required for special projects or services outside the scope of those Contractor responsibilities outlined in Exhibit "A." In the event that special projects or services are required, Contractor will submit a City Attorney Approved Version 6/12/18 Exhibit "A" In the event that special projects or services are required, Contractor will submit a written scope of work and fee statement for the additional work to City for approval prior to commencement of the work. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's City Attorney Approved Version 6/12/18 2 agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase City Attorney Approved Version 6/12/18 3 replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Donna Hernandez Title Human Resources Manager Department Human Resources City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-7533 For Contractor Name Scott Pieratt Title PresidenUCEO Address 5650 El Camino Real #207 Carlsbad CA 92008 Phone No. 760-931-0550 x13 Email scott@wspinsurance.net Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 6/12/18 4 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesD No • 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable City Attorney Approved Version 6/12/18 5 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Ill City Attorney Approved Version 6/12/18 6 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR By % e uJ~,~ ~ (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California Bye (c~ Human Resources Director vJ 1LL, A {k Scoff-e('~lliT fre5 ,orrlf/tlO (print name/title) 1 l By: (sign here) (print name/title) ATTEST: (imrv10 {):1iJc JIL~ J~ARBARA 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 A. ~REV"/l(/ty A:rney BY: f(;G.t -------------Assistant City Attorney City Attorney Approved Version 6/12/18 7 EXHIBIT "A" SCOPE OF SERVICES 1 . Assist in developing long-range employee benefit goals and strategies for the City of Carlsbad. Strategic Planning/Annual Objective setting/Annual Work Plan. Pre- renewal meeting (strategy, market update, compliance, etc.) 2. Assist in administering group insurance plans, settling disputes and other issues with carriers, analyzing the efficiency of programs and offering cost effective, creative solutions to problems. 3. Monitoring ongoing contracts, including plan administration, provider compliance with contracts and employee communication/education. 4. Utilization review and trend analysis. 5. Financial reporting. 6. Provide legislative and regulatory updates and review Summary Plan and Evidence of Coverage documents to ensure the provisions the City applied and contracted for are correctly included and that compliance disclosures have been incorporated into the documents. Create and review plan documents as needed. 7. Compliance assistance with legal requirements, advising our staff of anticipated legislative changes and providing recommended solutions. 8. Act as broker/consultant on related issues such as IRS Section 125 and related discrimination testing, COBRA, Health Insurance Portability and Accountability Act (HIPM), Medicare, Family and Medical Leave Act (FMLA), California Family Rights Act (CFRA), and Americans with Disabilities Act (ADA). Healthcare reform compliance & consulting. 9. Review and analyze claims experience data, claims service, efficiency and accuracy of claims administration to ensure highest levels of service are being provided. Provide an annual review and summary of benefits including quality, cost effectiveness and competitiveness. 10. Apprise the City of local and national benefit trends, innovative ideas, recommend new products, programs and services. 11. Meet with city representatives to provide reports and updates of renewal rates to assist with budgeting and forecasting. 12. Represent the city in negotiations with providers, including those related to premiums, service, benefit levels, plan design and terms and conditions. Negotiate changes and additions to contracts and ensure amendments are completed. 13. Solicit bids from insurance markets which specialize in group insurance plans. Evaluate bids and bidders. Consider claims procedures, abilities, experience, service history, financial policies and stability. Identify the most beneficial services for the needs of the city. 14. Identify, recommend & procure voluntary benefit plans/new benefits. 15. Create and implement communication campaigns for active and retired employees, including materials for open enrollment and health fairs. Attend benefit related events such and open enrollment meetings and health fairs, providing coordination and support as needed. All communication materials developed for the City of Carlsbad will become the property of the City or Carlsbad. 16. Provide sample policies in the area of Integrated Disability Management and/or a Return to Work Program. Support implementation of such policies and practices. City Attorney Approved Version 6/12/18 8 17. Meet with employee associations, city management, City Council or other entities as necessary. 18. Assist with development and delivery of benefit training/workshops/focus groups for employees. 19. Assist with wellness needs of the City. 20. Conduct Public Agency benchmarking for the purpose of identifying competitive, comparable, and best practices related to benefits within the public sector. Invoices Invoices will be emailed to kim.stankavich@carlsbadca.gov quarterly. City Attorney Approved Version 6/12/18 9 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/23/2018 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 NAME: HUB INTERNATIONAL INSURANCE SERVICES INC rllg~~o, Ext): (888) 661-3938 I FAX iAIC, Nol: (8771 872-7604 1525 FARADAY AVE STE 200 E-MAIL CARLSBAD, CA 92008 ADDRESS: selectresoonsel@travelers.com (888) 661-3938 INSURER($) AFFORDING COVERAGE NAIC# INSURER A: TRAVELERS PROPERTY CASUAL TY COMPANY OF AMERICA INSURED INSURERS: WSP CORPORATE BENEFITS AND INSURANCE SERVICES, INC. INSURERC: 5650 EL CAMINO REAL SUITE 207 INSURERD: CARLSBAD, CA 92008 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· 348956929431692 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 IMM/DDNYYYl IMM/DD/YYYYl LIMITS A -X 680-3497C143-18 02/15/2018 02/15/2019 EACH OCCURRENCE $1 000 000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED -•CLAIMS-MADE [K]occuR PREMISES /Ea occurrence\ $300,000 -$5 000 .x. HIRED AUTO MED EXP /Anv one oerson\ X NON OWNED AUTO PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 ~ POLICY •PRO-• JECT LOG PRODUCTS -COMP/OP AGG $2,000,000 OTHER: $ COMBINED SINGLE LIMIT $ AUTOMOBILE LIABILITY (Ea accident) -BODILY INJURY (Per person) $ ANY AUTO -OWNED §oc"'°"~' -AUTOS ONLY AUTOS BODILY 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 U B-5J620327-18 10/01/2018 10/01/2019 XI PER I IOTH-STATUTE ER AND EMPLOYERS' LIABILITY YIN 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 g~;•Mi~\1~~ CJ~d6PERATIONS 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) AS RESPECTS TO GENERAL LIABILITY, CITY OF CARLSBAD IS ADDITIONAL INSURED AS PER CG 02 47 - ADDITIONAL INSURED -(CONTRACTORS) -BUT ONLY AS RESPECTS TO WORK PERFORMED BY THE INSURED. AN ENDORSEMENT HAS BEEN ADDED TO THE POLICY (OR POLICIES) THAT PROVIDES 30 DAY EARLIER NOTICE OF CANCELLATION, SUBJECT TO THE TERMS OF THAT ENDORSEMENT. CERTIFICATE HOLDER CANCELLATION CITY OF CARLSBAD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN. HUMAN RESOURCES THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1635 FARADAY AVE. ACCORDANCE WITH THE POLICY PROVISIONS. CARLSBAD, CA 92008 AUTHORIZED REPRESENTATIVE 1111 (JJtiifltfirv I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD NOTICE: This insurance provides professional liability (E&O) insurance coverage and contains claims-made and reported coverage. Except as may be otherwise provided herein, the coverage provided by the Policy is limited to claims that are first made against the Insured and reported to the Company while the insurance is in force or applicable Extended Reporting Period. Defense costs are provided within the limits of liability. Please read and review the insurance carefully and discuss the coverage with your agent. Please note that this certificate of insurance is a summary of coverage and the certificate does not amend, extend, or alter the coverage afforded by the insurance policy, and coverage is subject to all of the terms, conditions and exclusions of the policy. In the instance of any conflict, the insurance language contained in the · policy will prevail and control. NAMED INSURED: PIERATT, WILLIAM S 5650 EL CAMINO REAL SUTE 207 CARLSBAD, CA 92008 COMPANY AFFORDING COVERAGE: BCS INSURANCE CO. PRODUCER: LOUIS MARINACCIO CA LICENSE #: 0844869 GALLAGHER MGA 8430 ENTERPRISE CIRCLE, STE 200 LAKEWOOD RANCH, FL 34202 COVERAGE: THIS IS TO CERTIFY THAT THE INSURED LISTED ABOVE IS COVERED UNDER THE POLICY OF INSURANCE LISTED BELOW, FOR THE CERTIFICATE PERIOD INDICATED. THE INSURANCE AFFORDED BY THE POLICY DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICY. Policy Number Certificate Period All other covered claims NOTICE OF CLAIMS: Attn: BCS Insurance Co. Claims Department 2 Mid America Plaza, Suite 200 Oakbrook Terrace, IL, 60181-4712 or via email: BCSclaims@bcsf.com Limits of Liability: Each Claim SPECIAL PROVISIONS: Named lnsured's Endorsements attached at Certificate Inception: DA TE: 715/2018 Limits of Liability: Aggregate This policy provides coverage for services rendered as a licensed Life, Accident and Health Insurance Agent, General Agent, or Broker; or as a registered representative in the sale and servicing of mutual funds through a NASO registered broker/dealer organization. Coverage under this policy is in force only if the insured agent is actually appointed with the sponsoring company as of the coverage effective date. If the insured agent's contract terminates with the sponsoring company, coverage ceases immediately for any new business. In the case a business name appears on this certificate, coverage is extended from the insured agent to the business named, but only for the covered acts of the insured agent. Please contact Gallagher MGA for details of the E.R.P. For full policy details, visit www.bcs-eo.com ... TRAVELERSJ One Tower Square, Hartford, Connecticut 06183 CHANGE ENDORSEMENT INSURING COMPANY: TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA Named Insured: Policy Number: Policy Effective Date: Policy Expiration Date: Issue Date: ADDITIONAL Premium $ WSP CORPORATE BENEFITS AND INSURANCE SERVICES, INC. 680-3497Cl43-18-42 02/15/2018 02/15/2019 10/23/2018 39.00 Effective from 10/23/18 at the time of day the policy becomes effective. THIS INSURANCE IS AMENDED AS FOLLOWS: Under the Commercial General Liability Coverage Part, Who Is An Insured is changed to include scheduled contractors Additional Insureds as provided under the attached endorsement. The following forms and/or endorsements is/are included with this change. These forms are added to the policy or replace forms already existing on the policy: CG 02 47 08 05 IL TO 07 09 87 IL T4 00 12 09 Rates and/or premiums have been changed to reflect a change in the exposure and/or rating procedure NAMEANDADDRESSOFAGENTORBROKER HUB INTL INS SERVICES 1525 FARADAY AVE STE 200 CARLSBAD CA 92008 IL TO 07 09 87 (Page 1 of 1 ) Countersigned by Authorized Representative DATE: 10/23/2018 Office: ELMIRA NY SRV CTR POLICY NUMBER: 680-3497Cl43-18-42 EFFECTIVE DATE: 02/15/2018 ISSUE DATE: 10/23/2018 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS BY LINE OF BUSINESS * * IL TO 07 09 87 IL TO 19 02 05 IL TO 25 08 01 MP TO 01 02 OS IL T8 01 01 01 IL T3 15 09 07 BUSINESSOWNERS MP Tl 30 02 OS MP Tl 02 02 05 MP Tl 05 02 OS MP T3 25 01 15 MP T3 SO 11 06 MP T3 56 02 08 MP T9 70 03 06 MP T4 90 05 10 MP TS 08 01 06 CHANGE ENDORSEMENT COMMON POLICY DECLARATIONS RENEWAL CERTIFICATE BUSINESSOWNERS COVERAGE PART DECLARATIONS FORMS ENDORSEMENTS AND SCHEDULE NUMBERS COMMON POLICY CONDITIONS TABLE OF CONTENTS -BUSINESSOWNERS COVERAGE PART - DELUXE PLAN BUSINESSOWNERS PROPERTY COVERAGE SPECIAL FORM AMENDATORY PROVISIONS -OFFICES FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSURE EQUIPMENT BREAKDOWN -SERVICE INTERRUPTION LIMITATION AMENDATORY PROVISIONS -GREEN BUILDING AND BUSINESS PERSONAL PROP COV ENHANCEMENTS POWER PAC ENDORSEMENT LIMIT OF INS/OCCURRENCE ENDT -CALIFORNIA CALIFORNIA CHANGES -REPLACEMENT COST COMMERCIAL GENERAL LIABILITY * CG TO 34 11 03 CG 00 01 10 01 CG D2 55 11 03 CG D3 09 11 03 CG D4 71 01 15 CG DO 37 04 OS CG Dl 86 11 03 CG D2 03 12 97 CG D2 47 08 05 CG D4 13 04 08 MP Tl 25 11 03 CG D2 56 11 03 CG D2 88 11 03 CG D3 26 10 11 CG D3 56 OS 14 CG D4 21 07 08 TABLE OF CONTENTS -COMMERCIAL GENERAL LIABILITY COVERAGE FORM CG 00 01 10 01 COMMERCIAL GENERAL LIABILITY COVERAGE FORM AMENDMENT OF COVERAGE -POLLUTION AMENDATORY ENDR-PRODUCTS-COMPLETED OPERATIONS HAZARD AMENDMENT OF COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY OTHER INSURANCE -ADDITIONAL INSUREDS XTEND ENDORSEMENT AMEND -NON CUMULATION OF EACH OCC ADDITIONAL INSURED (CONTRACTORS) AMEND COVG -POLLUTION-EQUIP EXCEPTION HIRED AUTO AND NON-OWNED AUTO LIABILITY AMENDMENT OF COVERAGE -PROPERTY DAMAGE EMPLOYMENT-RELATED PRACTICES EXCLUSION EXCLUSION -UNSOLICITED COMMUNICATION MOBILE EQUIPMENT REDEFINED -EXCLUSION OF VEHICLES SUBJECT TO MOTOR VEHICLE LAWS AMEND CONTRAL LIAB EXCL -EXC TO NAMED INS * TEXT IN THIS FORM HAS CHANGED, OR THE FORM WAS NOT ON POLICY BEFORE. IL T8 01 01 01 PAGE: 1 OF 2 POLICY NUMBER: 680-3497Cl43-18-42 EFFECTIVE DATE: 02/15/2018 ISSUE DATE: 10/23/2018 COMMERCIAL GENERAL LIABILITY (CONTINUED) CG D6 18 10 11 EXCLUSION -VIOLATION OF CONSUMER FINANCIAL PROTECTION LAWS CG D7 46 01 15 EXCLUSION -ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION CG Dl 42 01 99 EXCLUSION -DISCRIMINATION CG D2 42 01 02 EXCLUSION -WAR CG T4 78 02 90 EXCLUSION -ASBESTOS CG T4 88 11 88 EXCLUSION -TESTING OR CONSULTING ERRORS AND OMISSIONS CG TS 37 09 89 EXCLUSION -COMPUTER SOFTWARE ERRORS AND OMISSIONS MULTIPLE SUBLINE ENDORSEMENTS CG T3 33 11 03 INTERLINE ENDORSEMENTS * IL T4 00 12 09 IL T4 12 03 15 IL T4 14 01 15 IL T3 82 05 13 IL 00 21 09 08 IL 01 04 09 07 IL 02 70 09 12 POLICY HOLDER NOTICES PN T4 54 01 08 PN MP 38 01 11 LIMITATION WHEN TWO OR MORE POLICIES APPLY DESIGNATED ENTITY -NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US AMNDT COMMON POLICY COND-PROHIBITED COVG CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM EXCLUSION OF LOSS DUE TO VIRUS OR BACTERIA NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (BROAD FORM) CALIFORNIA CHANGES CALIFORNIA CHANGES -CANCELLATION AND NONRENEWAL IMPORTANT NOTICE REGARDING INDEPENDENT AGENT AND BROKER COMPENSATION IMPORTANT NOTICE -JURISDICTIONAL INSPECTIONS * TEXT IN THIS FORM HAS CHANGED, OR THE FORM WAS NOT ON POLICY BEFORE. IL TB 01 01 01 PAGE: 2 OF 2 POLICY NUMBER: 680-3497C143-18-42 I COMMERCIAL GENERAL LIABILITY ISSUE DATE: 10/23/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED {CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): CITY OF CARLSBAD 1635 FARADAY AVE. CARLSBAD CA 91008 PROJECT/LOCATION OF COVERED OPERATIONS: CONSULTING 1. WHO IS AN INSURED -(Section II) is amended to include the person or organization shown in the Schedule above, but: a) Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" on or for the project, or at the location, shown in the Schedule. The person or organization does not qualify as an addi- tional insured with respect to the independent acts or omissions of such person or organiza- tion. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by a "written contract requiring insurance" for that additional insured, the insurance provided to the additional insured shall be limited to the limits of liability required by that "written con- tract requiring insurance". This endorsement shall not increase the limits of insurance de- scribed in Section Ill -Limits Of Insurance. b) The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural. engineering or sur- veying services, including: i. The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and ii. Supervisory, inspection, architectural or engineering activities. c) The insurance provided to the additional in- sured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products-completed op- erations hazard" unless a "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that oc- curs before the end of the period of time for which the "written contract requiring insur- ance" requires you to provide such coverage CG D2 47 08 05 © 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if a "written contract requiring insurance" for that ad- ditional insured specifically requires that this in- surance apply on a primary basis or a primary and non-contributory basis, this insurance is pri- mary to "other insurance" available to the addi- tional insured which covers that person or organi- zation as a named insured for such loss, and we will not share with that "other insurance". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible "other insurance", whether pri- mary, excess. contingent or on any other basis, that is available to the additional insured when that person or organization is an additional in- sured under such "other insurance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: i. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b) If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c) The additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. d) The additional insured must tender the de- fense and indemnity of any claim or "suit" to any provider of "other insurance" which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to "other insur- ance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. -DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs and the "personal injury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2005 The St. Paul Travelers Companies, Inc. CG D2 47 08 05 POLICY NUMBER: 680-3497Cl43-18-42 ISSUE DATE: 10/23/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY -NOTICE OF CANCELLATION/NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: NON RENEWAL: Number of Days Notice of Cancellation: 3 o Number of Days Notice of Nonrenewal: 30 PERSON OR ORGANIZATION: CITY OF CARLSBAD ADDRESS:ATTN. HUMAN RESOURCES 1635 FARADAY AVE CARLSBAD CA 92008 PROVISIONS: A. If we cancel this policy for any statutorily permit- ted reason other than nonpayment of premium, and a number of days is shown for cancellation in the schedule above, we will mail notice of cancel- lation to the person or organization shown in the schedule above. We will mail such notice to the address shown in the schedule above at least the number of days shown for cancellation in the schedule above before the effective date of can- cellation. B. If we decide to not renew this policy for any statu- torily permitted reason, and a number of days is shown for nonrenewal in the schedule above, we will mail notice of the nonrenewal to the person or organization shown in the schedule above. We will mail such notice to the address shown in the schedule above at least the number of days shown for nonrenewal in the schedule above be- fore the expiration date. IL T4 00 12 09 © 2009 The Travelers Indemnity Company Page 1 of 1 CHANGE OVERPRINT /CHANGE SLIP POLICY NUMBER: 680-3497C143-18-42 ISSUE DATE: 10/23/2018 RATER: KH CHANGE EFFECTIVE DATE: 10-23-18 EFFECTIVE DATE: 02/15/2018 EXPIRATION DATE: 02/15/2019 INSURED'S NAME: WSP CORPORATE BENEFITS AND INSURANCE SERVICES, INC. New/Renewal: R Solicitor Code: SAi: 1534H5123 MSI: I Rating Mode: Special Code: Program Code: 1A6 Paymode: L Audit Frequency: Responsibility: I Watch File: Survey Code: Reinsurance: f DOWNSTREAM Pro Rata Factor: o . 315 PREMIUM SUMMARY S.B. ACCT. EFF. MO. DATE 10/18 10-23-18 Type Code PREMIUM .1500 39.00 Type Code Description OFFICE: ELMIRA NY SRV CTR 700 PRODUCER NAME: HUB INTL INS SERVICES Page 1 of 1 XW290 39.00 39.00 ~ TRAVELERSJ ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 06 R4 (00) -001 POLICY NUMBER: UB-SJ620327-18-42-G NOTICE OF CANCELLATION OR NONRENEWAL TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX-CONDITIONS: Notice Of Cancellation Or Nonrenewal To Designated Persons Or Organizations If we cancel or non-renew this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation or non-renewal to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organization before the cancellation or nonrenewal is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation or nonrenewal to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation or nonrenewal. SCHEDULE Name and Address of Designated Persons or Organizations: CITY OF CARLSBAD ATTN. HUMAN RESOURCES 1635 FARADAY AVE. CARLSBAD CA 92008 All other terms and conditions of this policy remain unchanged. Number of Days Notice: 30 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company DATE OF ISSUE: 10-23-18 Policy No. Countersigned by ST ASSIGN: © 2013 The Travelers Indemnity Company. All rights reserved. Endorsement No. Premium$ Page 1 ofl