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HomeMy WebLinkAboutLMUU Inc dba Sparkle Freshness; 2020-03-27; PSA20-1082FACPSA20-1082FAC City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR AS-NEEDED CUSTODIAL SERVICES LMUU, INC. DBA SPARKLE FRESHNESS This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2020, extending the agreement dated March 27, 2020 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and LMUU, Inc., a California corporation dba Sparkle Freshness, (“Contractor") (collectively, the “Parties”) for as-needed custodial services. RECITALS A. The Parties desire to extend the Agreement for a period of six (6) months. B. The Parties desire to add the following contract provisions required by 2 CFR 200, Appendix II, section 1 – 6 and 12, FEMA Required Provisions. The City and Contractor shall comply with all applicable requirements of the Federal Emergency Management Agency (FEMA) which are outlined in Exhibit "B”, which is attached and incorporated by this reference. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of six (6) months ending on March 26, 2021. 2. The following language is added to the Agreement as paragraph number 17-A and is hereby added as Exhibit “B” which is attached and incorporated by this reference. 3. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 4. 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. /// /// /// /// /// DocuSign Envelope ID: 148532AB-F512-45D4-8B19-45D1AD16FEE5 21stSeptember PSA20-1082FAC City Attorney Approved Version 1/30/13 2 5. 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, LMUU, INC., a California corporation dba SPARKLE FRESHNESS CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Geoff Patnoe, Assistant City Manager, as authorized by the City Manager Stephanie Barneburg, President, CEO, CFO (print name/title) ATTEST: By: (sign here) for Barbara Engleson, City Clerk (print name/title) 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 Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 148532AB-F512-45D4-8B19-45D1AD16FEE5 PSA20-1082FAC City Attorney Approved Version 1/30/13 3 Exhibit B Additional Terms and Conditions for FEMA Funded Agreements The following provisions are incorporated into the Agreement: 1. The contractor acknowledges Federal Emergency Management Agency (FEMA) financial assistance will be used to fund the contract only. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 2. The contractor shall not use the Department of Homeland Security (DHS) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 3. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the City of Carlsbad, contractor, or any other party pertaining to any matter resulting from the contract. 4. The contractor acknowledges that 31 U.S.C. Sections 3801-3812 (Administrative Remedies for False Claims and Statements) applies to the contractor’s actions pertaining to this contract. 5. Access to Records. The following access to records requirements apply to this contract: (A) The contractor agrees to provide the City of Carlsbad, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (B) The contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (C) The contractor agrees to provide the FEMA Administrator or authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. (D) In compliance with the Disaster Recovery Act of 2018 (Pub. L. No. 115-254, §§ 1201-1246 (2018)), the City of Carlsbad and the contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. 6. Suspension and Debarment (A) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that neither the contractor nor its principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). 12. To the extent any Federally mandated provisions incorporated by Exhibit B conflict with other terms and provisions of this Agreement, the Federally mandated provision(s) shall prevail. DocuSign Envelope ID: 148532AB-F512-45D4-8B19-45D1AD16FEE5 PSA20-1082FAC As-Needed Custodial Services City Attorney Approved Version 6/12/181 AGREEMENT FOR AS-NEEDED CUSTODIAL SERVICES LMUU, INC. DBA SPARKLE FRESHNESS THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2020, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and LMUU, INC., dba SPARKLE FRESHNESS, a California corporation, ("Contractor"). RECITALS A.City requires the services of a contractor that has experience in custodial andcleaning services. B.Contractor has the necessary experience in providing services and advice relatedto custodial cleaning services. C.Contractor has submitted a proposal to City and has affirmed its willingness andability 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 inaccordance with this Agreement’s terms and conditions. 2.STANDARD OF PERFORMANCEWhile performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in theMetropolitan Southern California Area, and will use reasonable diligence and best judgment whileexercising its professional skill and expertise. 3.TERMThe term of this Agreement will be effective for a period of six (6) months from the date first above written. The parties will prepare a written amendment indicating the effective date and length ofthe extended Agreement. 4.TIME IS OF THE ESSENCETime is of the essence for each and every provision of this Agreement. 5.COMPENSATIONThe total fee payable for the Services to be performed during the initial Agreement term will not exceed ninety thousand dollars ($90,000). No other compensation for the Services will be allowedexcept for items covered by subsequent amendments to this Agreement. The City reserves theright to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6.STATUS OF CONTRACTORContractor 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 DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D 27th March PSA20-1082FAC As-Needed Custodial Services City Attorney Approved Version 6/12/182 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, unemploymentpayment 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 thisAgreement. At the City’s election, City may deduct the indemnification amount from any balanceowing to Contractor. 7.SUBCONTRACTINGContractor 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 theacts 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 directlyemployed by Contractor. Nothing contained in this Agreement will create any contractualrelationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor ofa subcontractor by the terms of this Agreement applicable to Contractor's work unless specificallynoted to the contrary in the subcontract and approved in writing by City. 8.OTHER CONTRACTORSThe City reserves the right to employ other Contractors in connection with the Services. 9.INDEMNIFICATIONContractor 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 attorney’sfees 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 allamendments, insurance against claims for injuries to persons or damage to property which mayarise 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 aninsurance carrier admitted and authorized to do business in the State of California. The insurancecarrier 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 ratingin the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed bythe National Association of Insurance Commissioners (NAIC) latest quarterly listings report. DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC As-Needed Custodial Services City Attorney Approved Version 6/12/183 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 $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or 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. DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC As-Needed Custodial Services City Attorney Approved Version 6/12/184 11.BUSINESS LICENSEContractor 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 thisAgreement. All records will be clearly identifiable. Contractor will allow a representative of Cityduring 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 allwork, 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 DOCUMENTSAll work product produced by Contractor or its agents, employees, and subcontractors pursuantto this Agreement is the property of City. In the event this Agreement is terminated, all workproduct produced by Contractor or its agents, employees and subcontractors pursuant to thisAgreement will be delivered at once to City. Contractor will have the right to make one (1) copyof the work product for Contractor’s records. 14.COPYRIGHTSContractor agrees that all copyrights that arise from the services will be vested in City andContractor relinquishes all claims to the copyrights in favor of City. 15.NOTICESThe 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 For Contractor Name Barney Dresman Name Stephanie Barneburg Title Public Works Supervisor Title CEO / Managing Partner Department Public Works Address 3129 Tiger Run Court Ste 217 City of Carlsbad Carlsbad, CA 92010 Address 1635 Faraday Avenue Phone No. 858-352-9860 Carlsbad, CA 92008 Email info@sparklefreshness.com Phone No. 760-434-2980 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 therequirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall reportinvestments or interests in all categories. Yes No X DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC As-Needed Custodial Services City Attorney Approved Version 6/12/18 5 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 fifteen (15) 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 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 DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC As-Needed Custodial Services City Attorney Approved Version 6/12/18 6 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. CONTRACTOR’S STAFF Contractor shall not hire temporary type employee hired on the spot through an employment agency that have not been disclosed in the bid docs, successfully passed a fingerprinting and background screening and have been properly trained. In no case shall any hires be made without proper background and finger printing checks. The Contractor shall provide a list of employee names, telephone numbers and work location(s) at the start of the Contract and every month thereafter. When staffing changes occur, the Contractor shall update the location list and give a copy to the City within two business days. Contractor agrees to background check/LiveScan all personnel providing custodial services for this contract. The Contractor shall provide a copy to City and retain1-9 forms and any required attachment documentation on file for all employed personnel servicing this CONTRACT. In the event such background check reveals an item, which Carlsbad Police deems a security problem, City shall request that such individual be removed from the list. Contractor shall immediately notify the City when any Contractor’s staff has been terminated. DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC As-Needed Custodial Services City Attorney Approved Version 6/12/18 7 Contracted staff shall not engage in and shall prohibit the moving and reading of papers on desks, the opening of desk drawers and cabinets, the using of CITY telephones and office equipment. Contracted staff shall not remove or consume anything belonging to the City or City employees, including removal of food and beverages from City refrigerators, cabinets or lockers. This policy includes any articles that may be deposited for disposal in trash or recycling receptacles. City facilities are "off limits" to all unauthorized personnel. There will be no unauthorized visits by friends, family, pets or other people during the work shift. Authorization must be in writing and come from the Public Works Supervisor. 26. 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC As-Needed Custodial Services City Attorney Approved Version 6/12/18 8 27 AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. LMUU, INC., dba SPARKLE FRESHNESS, a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Geoff Patnoe, Assistant City Manager Stephanie Barneburg, President, CEO, CFO (print name/title) ATTEST: By: (sign here) for Barbara Engleson, City Clerk (print name/title) 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 Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D as authorized by the City Manager PSA20-1082FAC As-Needed Custodial Services City Attorney Approved Version 6/12/18 EXHIBIT “A” SCOPE OF SERVICES Contractor to provide as-needed custodial support services as outlined in the attached proposal dated March 17, 2020. Description Estimated Quantity (EA) Hours / Week Estimated Duration (weeks) Hourly Rate Total Cost Professional Cleaning Day Porter 2 40 24 $25.00 $48,000 Weekend Custodial 2 16 24 $25.00 $19,200 Estimated total compensation $67,200 Additional funding for Contingency* $22,800 TOTAL NOT-TO EXCEED CONTRACTUAL AMOUNT $90,000 *Contingency funding is for city emergency (COVID-19) if additional services are required. DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC Exhibit "A" DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC Exhibit "A" DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC Exhibit "A" DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC Exhibit "A" DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC Exhibit "A" DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC Exhibit "A" DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC Exhibit "A" DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC Exhibit "A" DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D PSA20-1082FAC Exhibit "A" DocuSign Envelope ID: AB76BBF0-CD3D-4B0A-A7A6-800EC272806D ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM!DD/YYYY) ~ 03/18/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER($), 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 PAT DANIELSON NAME: StateFann PHILIP J CLARK INS AGCY INC r~gN:!!, Extl• 760-720-3400 7FAX 'AIC Nol: A . 1015 CHESTNUT AVE STE G3 f~J~ss: PAT.DANIELSON.U1VH@STATEFARM.COM CARLSBAD CA 92008 INSURER(Sl AFFORDING COVERAGE NAIC# INSURER A : State Farm Mutual Automobile Insurance Company 25178 INSURED INSURERS: STEPHANIE BARNEBURG INSURERC: OBA SPARKLE FRESHNESS INSURER 0: 3129 TIGER RUN CT STE 217 INSURERE: CARLSBAD CA 92010 INSURERF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTW1THSTANDING 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 ~JP~ ~-~".!~ .~g,LJ%M~, .:~tt,%~ LIMITS LTR POLICY NUMBER COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -=:J CLAIMS-MADE □ OCCUR ~~~;t;i~ YE~~~~nce1 $ MED EXP (Any one oersonl $ -PERSONAL & ADV INJURY $ - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl □PRO• □ PRODUCTS • COMP/OP AGG POLICY JECT LOC $ OTHER: $ AUTOMOBILE LIABILITY fE~~~~~~llNGLE LIMIT $ 1,000,000 -ANY AUTO 326 2520 D01 55D 03/01/2020 03/01/2021 BODILY INJURY (Per person) $ -OWNED ~ SCHEDULED A AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -HIRED NON-OWNED 342 7241 C06 55B 03/01/2020 03/01/2021 PROPERTY DAMAGE $ -AUTOS ONLY AUTOS ONLY /Per aocidentl $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION I PER I I OTH· STATUTE ER AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE □ NIA E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE· EA EMPLOYEE $ gi;t~~,W8~ 'g1~'gPERATIONS below E.L. DISEASE· POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS J VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) CERTIFICATE HOLDER IS ALSO ADDITIONAL INSURED 30 DAV NOTICE OF CANCELLATION APPLIES 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 CMWD ACCORDANCE WITH THE POLICY PROVISIONS. C/0 EXIGIS INSURANCE COMPLIANCE SERVICES AUTH[':EDJ'""]), PO BOX 947 MURRIETA CA 92564 .a±;~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 1001486 132849.12 03-16-2016 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Policy Number: 342 7241 Named Insured: SPARKLE FRESHNESS SCHEDULE Name and Address of Person or Organization: CITY OF CARLSBAD CMWD C/O EXIGIS INSURANCE COMPLIANCE SERVICES PO BOX 947 MURRIETA CA 92564 The following is added to Paragraph 10.b. of SECTION I AND SECTION II -COMMON CONDITIONS: FE-6671 Page 1 of 1 We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of: a. Your ongoing operations; or b. Your work done under contract with that person or organization and included in the products- completed operations hazard. This waiver applies only to the person or organization shown in the Schedule. All other policy provisions apply. FE-6671 FE-6671 (04/09) ©, Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Printed in U.S.A. U1VH Policy No.: 342 7241 SECTION II ADDITIONAL INSURED ENDORSEMENT Policy No.: 342 7241 Named Insured: SPARKLE FRESHNESS Additional Insured (include address): CITY OF CARLSBAD CMWD C/0 EXIGIS INSURANCE COMPLIANCE SERVICES PO BOX 947 MURRIETA CA 92564 FE-6609 , .. ,-.. ..... c~ WHO IS AN INSURED, under SECTION II DESIGNATION OF INSURED, is amended to include as an insured the Additional Insured shown above, but only to the extent that liability is imposed on that Additional Insured solely because of your work performed for that Additional Insured shown above. Any insurance provided to the Additional Insured shall only apply with respect to a claim made or a suit brought for damages for which you are provided coverage. The Primary Insurance coverage below applies only when there ia an "X" in the box. [gj Primary Insurance. The insurance provided to the Additional Insured shown above shall be primary insurance. Any insurance carried by the Additional Insured shall be noncontributory with respect to coverage provided to you. All other policy provisions apply. FE-6609 Printed in U.SA 03/18/2020 Summer Agency Insurance Brokers, Inc. 1530 W Whittier Blvd La Habra, CA 90631 License #: 0664578 Scott Clayton (562)690-9770 (562)690-9771 scottclayton@summergroup.net 00044297-0 21 LMUU, Inc. DBA Sparkle Freshness 3129 Tiger Run Court Suite 217 Carlsbad, CA 92009 Colony Insurance Company A Y 101PKG0061184-03 08/17/2019 08/17/2020X X X 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 (SFC) Printed by SFC on March 18, 2020 at 08:31AM ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOSHIREDNON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. U156A-0313 Includes copyrighted material of ISO Properties, Inc., Page 1 of 2 with its permission. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – BLANKET COVERAGE INCLUDING PRIMARY / NON-CONTRIBUTORY AND WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) (Additional Insured): Location(s) of Covered Operations: All persons or organizations as required by a written contract or agreement with the named insured. Locations as required by a written contract or agreement with the named insured. A. SECTION II – WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization 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: 1. your acts or omissions; or 2. the acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability “bodily injury” or “property damage” for which the additional insured(s) are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations at Work “bodily injury” or “property damage” occurring after: 1. all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. that portion of “your work” out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured “bodily injury” or “property damage” arising directly or indirectly out of the negligence of the additional insured(s). 101 PKG 0061184-03 U156A-0313 Includes copyrighted material of ISO Properties, Inc., Page 2 of 2 with its permission. C. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance is amended and the following added: The insurance afforded by this Coverage Part for the additional insured required by a written contract or agreement with the named insured is primary insurance and we will not seek contribution from any other insurance available to that additional insured. D. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer Of Rights Of Recovery Against Others To Us is amended and the following added: We waive any rights of recovery we may have against any person or organization because of payments we make for injury or damage resulting from your ongoing operations or “your work” done under a contract with that person or organization and included in the “products-completed operations hazard” if: a. you agreed to such waiver; b. the waiver is included as part of a written contract or lease; and c. such written contract or lease was executed prior to any loss to which this insurance applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. 101 PKG 0061184-03 SP ISSUE DATE: 03-23-2020 9242438-2019 11 12-07-2020 12-07-2019/12-07-2020 CITY OF CARLSBAD SP 1635 FARADAY AVE CARLSBAD CA 92008-7314 10 10 EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #0015 ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE 2020-03-23 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. NAME OF ADDITIONAL INSURED: CITY OF CARLSBAD ENDORSEMENT #1651 - STEPHANIE BARNEBURG P,S,T - EXCLUDED. LMUU INC. DBA: SPARKLE FRESHNESS SP 3129 TIGER RUN CT STE 217 CARLSBAD CA 92010 PRINTED : 03-23-2020 POLICYHOLDER COPY [P10,HO]