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Solana Center for Environmental Innovation; 2018-11-28; PSA19-611CA
PSA19-611CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 3 This third Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Solana Center for Environmental Innovation, a California corporation, ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1.CONTRACTOR'S OBLIGATIONS Contractor shall provide outreach to multi-family dwellings in accordance with the proposal, (“proposal”), attached as Appendix "A" for the Multi-Family Dwelling Outreach, (the “Project"). The Project services shall include scouting food cycle locations, composting site research, feasibility study, site assessment checklist, video creation, resource sheet, as needed consulting, and program management services. 2.PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work by November 30, 2021. Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3.FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on hours worked. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $36,180 DocuSign Envelope ID: 826A616F-0513-443E-A4DC-ADFF3F90CBB0 January 15, 2021 PSA19-611CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT MULTI-FAMILY DWELLING OUTREACH TASK GROUP TIME & MATERIALS 1.1 Scouting Food Cycle Locations/Research Composting Site - Feasibility Study, Create Checklist for Site Assessment $5,280 1.2 Scouting Food Cycle Locations/Research Composting Site - Site Assessments $5,000 2.1 Create 1 Video (in-house) $8,000 2.2 Create Resource Sheet $2,500 3. As Needed Consulting $13,000 4.Program Management & Reporting $2,400 TOTAL (Not-to-Exceed) $36,180 CONTRACTOR Solana Center for Environmental Innovation, a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Jessica Toth, Director (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Geoff Patnoe, Assistant City Manager as authorized by the City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Assistant City Attorney DocuSign Envelope ID: 826A616F-0513-443E-A4DC-ADFF3F90CBB0 January 15, 2021 City of Carlsbad/Solana Center for Environmental Services – Consulting Services Proposal 40-63-2012-2 Solana Center for Environmental Innovation 137 N El Camino Real Encinitas, CA 92024 (760) 436-7986 www.solanacenter.org 1 Environmental Outreach and Services Project Task Order Proposal December 2020 Master Agreement: Master Agreement for Environmental Outreach and Services between City of Carlsbad and Solana Center for Environmental Services Solana Proposal ID: 40-63-2012-2 Proposal Project Title: “Environmental Outreach Plan”Estimated Task Budget: $36,180 Background The City of Carlsbad (“Carlsbad”) has entered into a Master Agreement with Solana Center for Environmental Innovation (“Solana Center”) to conduct as-needed Environmental Outreach and Services for the contract term of three (3) years, beginning on December 1, 2018 and terminating on November 30, 2021 (“the Agreement”). All services shall be performed under the terms of the Agreement. Scope This proposal outlines a variety of tasks related to furthering organics diversion in the City through composting via identifying potential sites for a replication of Solana Center’s Food Cycle program and assessing future compost sites proposed by businesses and community members. Solana Center will also create a video resource for Multi-Family dwellings to help with compliance with AB341 regulations. Completion of any and each of the proposed tasks will put Carlsbad further on the path to improving compost diversion solutions in the community and decreasing contamination in Multi- Family units. Tasks Activities to increase compost diversion services in the City Task 1 - Scouting Food Cycle Locations 1.1 Feasibility Study - Solana Center will research and scope the potential for duplication of Solana Center’s Food Cycle Program at a facility located within Carlsbad city limits. Research will include elements such as potential zoning, licenses and permit requirements. Solana Center PSA19-611CA - Task No. 3 Appendix "A" DocuSign Envelope ID: 826A616F-0513-443E-A4DC-ADFF3F90CBB0 City of Carlsbad/Solana Center for Environmental Services – Consulting Services Proposal 40-63-2012-2 Solana Center for Environmental Innovation 137 N El Camino Real Encinitas, CA 92024 (760) 436-7986 www.solanacenter.org 2 will develop a high-level overview plan, to include the conditions required for successful duplication of the Food Cycle Program, and research potentially suitable locations for such duplication. Solana Center will discuss potential suitable locations with Carlsbad before planning any site visits (2 max). Solana Center will describe and evaluate all options and submit its recommendations in a final report to Carlsbad. Funding that has been diverted to Task 1.2 for community compost site assessments will need to be replenished in order for Solana Center to complete this task as described. Solana Center will not proceed until instructed by City. 1.2 Community Compost Site Assessments – At City’s request, Solana Center will assess compost sites identified by city businesses or community members at a high level to determine suitability of site location and potential for satisfying critical compost site requirements. Parameters to be assessed include, but are not limited to any concerns and relevant compliance regarding vector controls, volatile organic compounds (VOC’s) emissions, watershed protection strategies, and CalRecycle’s compost regulations. Sites will also be assessed on their level of knowledge and understanding of PFRP (Process to Further Reduce Pathogens) practices. Task 2 - Create video and resource sheet for multi-family dwellings 2.1 Video - Solana Center will create one (1) video, up to 5 minutes long, for multi-family dwellings (responsibilities and solutions). As agreed with the City, all needed tasks will be completed in-house using only Solana Center’s resources to keep costs to a minimum. The activities to develop each video include: o Plan concept o Identify and coordinate with site and interviewees o Develop shot list and prepare content o Shoot and produce video o Edit content and do all post-productionSolana Center will collaborate and seek approvals for concept planning and script content with the relevant City departments. All filming, editing, production, and post-production will be managed by Solana Center with support from the City’s Communications department. The video topic addresses AB341 – Solutions to reduce contamination overloading. The video is intended to be located on the City’s website. Any needed promotion will be done by City. 2.2. Resource Sheet - Material of up to two (2) pages will be created to support the video and to include information on AB827. The resource sheet will follow the City’s branding guidelines. Task 3 - As-Needed Consulting Funds for consulting, as and when needed by City, and on any topic within Solana Center’s expertise are set aside for up to 100 hours. This could take the form of quick research or scopes, additional analysis work on outreach or effectiveness thereof etc. The opportunity for such quick access for ad hoc consulting has proven useful among other jurisdictions. PSA19-611CA - Task No. 3 Appendix "A" DocuSign Envelope ID: 826A616F-0513-443E-A4DC-ADFF3F90CBB0 City of Carlsbad/Solana Center for Environmental Services – Consulting Services Proposal 40-63-2012-2 Solana Center for Environmental Innovation 137 N El Camino Real Encinitas, CA 92024 (760) 436-7986 www.solanacenter.org 3 Timing & Pricing Solana Center can begin work upon signature of the Project Task Description and Fee Allotment by both parties and within 10 days after receipt of notification to proceed by Carlsbad. This task order can be approved as a whole, a subset, or as separate tasks. Task Description Flat Rate Unit Estimated Units Not to Exceed Budget Deliverable Date Core Services Task 1.1 Scouting Food Cycle Locations/Research Composting Site - Feasibility Study, Create Checklist for Site Assessment $115/hour Hour 45 $5,280 11/30/2021 Task 1.2 Scouting Food Cycle Locations/Research Composting Site - Site Assessments $500/site assessment Site Up to 10 $5,000 11/30/2021 Task 2.1 Create 1 video (in-house) $8,000/video Video 1 $8,000 11/30/2021 Task 2.2 Create Resource Sheet $2,500/resource sheet 2 pages 1 $2,500 11/30/2021 Task 3 As Needed Consulting $130/hour Hour Up to 100 $13,000 11/30/2021 Support Services Program Management, Invoicing & Reporting (incl. coordination and update meetings w/City)* $200/month Month 12 $2,400 11/30/2021 Total $36,180 *This charge will only apply if there is contract related activity in the month. Solana Center can provide information on the allocation of hours per role upon request. Points of Contact Solana Center for Environmental Innovation Program Manager: Mallika Sen, mallika@solanacenter.org, (760) 436-7986 x724 Contracts Manager: Liesbeth Krul, liesbeth@solanacenter.org, (858) 226-2671 City of Carlsbad Environmental Management: Avecita Jones, avecita.jones@carlsbadca.gov, (760) 602-7542 PSA19-611CA - Task No. 3 Appendix "A" DocuSign Envelope ID: 826A616F-0513-443E-A4DC-ADFF3F90CBB0 PSA19-611CA Task No. 3 DocuSign Envelope ID: 826A616F-0513-443E-A4DC-ADFF3F90CBB0 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A(Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY 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. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/25/2020 License # 0757776 (442) 244-6927 11000 Solana Center for Environmental Innovation137 North El Camino Real Encinitas, CA 92024 22357 37478 24147 A 2,000,000 X 72SBABB5402 9/28/2020 9/28/2021 1,000,000 10,000 2,000,000 4,000,000 4,000,000 1,000,000B 72UECHB4212 9/28/2020 9/28/2021 C X 72WECDU2554 9/28/2020 9/28/2021 1,000,000 1,000,000 1,000,000 D Directors & Officers ALT81433 4/6/2020 1,000,000 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services is named as Additional Insured with respects to General Liability for operations of the Named Insured per IH1200 1185. 30 Day Notice of Cancellation applies to General Liability, except 10 Days Notice due to Non-Payment of Premium. Workers' Compensation Waiver of Subrogation applies, where required by written contract. All forms valid where required by written contract. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York, NY 10163-4668 SOLACEN-02 JZHAO1 HUB International Insurance Services Inc.1525 Faraday AvenueSuite 200Carlsbad, CA 92008 Maggie Perez maggie.perez@hubinternational.com Sentinel Insurance Company, Ltd. Hartford Accident and Indemnity Company Hartford Ins Co of the Midwest Old Republic Insurance Company X 4/6/2021 X X X United States Liability Insurance 25895 E Professional Liab SP1569535B 9/28/2020 9/28/2021 Ded: 1,000 $ 1,000,000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:08/19/20 Policy Expiration Date:09/28/21 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:72 WEC DU2554 Endorsement Number: Effective Date:09/28/20 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:SOLANA CENTER FOR ENVIRONMENTAL INNOVATION137 N EL CAMINO REALENCINITAS CA 92024 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce ourright against the person or organization named in the Schedule. (This agreement applies only to the extent that youperform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the workdescribed in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise dueon such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rightsfrom us 72 SBA BB5402 ADDITIONAL INSURED - PERSON-ORGANIZATION LIABILITY COVERAGE FORM SS0008 ATTACHED TO THIS POLICY. CITY OF CARLSBAD/CMWD C/O EXIGIS INSURANCE COMPLIANCE SERVICES P.O. BOX 4668 - ECM #35050 NEW YORK, NY 10163-4668 001 002 (CONTINUED ON NEXT PAGE) 07/09/20 09/28/21 POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form IH 12 00 11 85 T SEQ. NO. Printed in U.S.A. Page Process Date: Expiration Date: PSA19-611CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 This first Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Solana Center for Environmental Innovation, a California corporation ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1.CONTRACTOR'S OBLIGATIONS Contractor shall provide Business Food Waste Outreach services, (“The Project”). The Project services shall include business outreach and assistance, including workshops and hotline support, as-needed consulting, a feasibility study, and program management. 2.PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work by November 30, 2020. Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3.FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on hours worked. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $44,279. DocuSign Envelope ID: AAFDD232-AFBC-43FA-9975-2168D946F1CC January 6, 2020 PSA19-611CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT BUSINESS FOOD WASTE OUTREACH TASK GROUP TIME & MATERIALS 1a. Business Outreach and Assistance: Workshop 1 $10,339 1b. Business Outreach and Assistance: Workshops 2-4 $8,040 1c. Business Outreach and Assistance: Hotline Support $4,500 2. As-Needed Consulting $4,140 3. Research Composting Site: Feasibility Study $10,860 Support Services $6,400 TOTAL (Not-to-Exceed) $44,279 Solana Center for Environmental Innovation, a California corporation Solana Center for Environmental Innovation, a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Jessica Toth / Director (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: __________________________________ Date: _________________________ for Scott Chadwick, City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: AAFDD232-AFBC-43FA-9975-2168D946F1CC January 6, 2020 City of Carlsbad/Solana Center for Environmental Services – Consulting Services Proposal 40-63-1909 Solana Center for Environmental Innovation 137 N El Camino Real Encinitas, CA 92024 (760) 436-7986www.solanacenter.org 1 Environmental Outreach and Services Project Task Order November 2019 Master Agreement: Master Agreement for Environmental Outreach and Services between City of Carlsbad and Solana Center for Environmental Services Solana Proposal ID: 40-63-1911 Proposal Project Title: “Business Food Waste Outreach” Estimated Task Budget: $44,279 Background The City of Carlsbad (“Carlsbad”) has entered into a Master Agreement with Solana Center for Environmental Innovation (“Solana Center”) to conduct as-needed Environmental Outreach and Services for the contract term of three (3) years, beginning on December 1, 2018 and terminating on November 30, 2021 (“the Agreement”). All services shall be performed under the terms of the Agreement. This proposal outlines the steps for providing businesses the materials needed to inform them of food waste issues, relevant compliance regulations, and techniques for reducing their landfill-bound food waste. The tasks detailed below will create a foundation for building a robust food waste prevention and diversion culture among the regulated food-generating businesses in the City of Carlsbad. Completion of any and each of the proposed tasks will put Carlsbad further on the path to delivering meaningful, actionable content to all Carlsbad businesses as committed to CalRecycle. Scope The purpose of the proposed task order is to create and distribute education and outreach material to ensure that Carlsbad’s regulated food-generating businesses have a high-level guide to help them get them on the path to reducing landfill-bound food waste. •Audience. Regulated food-generating businesses. •Objective. Create and publish outreach material for the target audience. •Topics. Issues surrounding food waste, relevant compliance regulations, and techniques for reducing landfill-bound food waste. •Key Metric. Number of businesses reached. •Timing. Phased approach with tasks priced and marked for completion by end November 2020. PSA19-611CA - Task No. 1DocuSign Envelope ID: AAFDD232-AFBC-43FA-9975-2168D946F1CC City of Carlsbad/Solana Center for Environmental Services – Consulting Services Proposal 40-63-1909 Solana Center for Environmental Innovation 137 N El Camino Real Encinitas, CA 92024 (760) 436-7986www.solanacenter.org 2 Tasks Task 1. Business Outreach & Assistance Solana Center will develop a customized presentation and plan for 4 quarterly workshops in 2020 to an audience of mid-size businesses at appropriate locations which are to be coordinated with and approved by Carlsbad. Solana Center will also provide practical support to such businesses through phone and email services (hotline). The workshop content will address new regulations and requirements for businesses with a focus on food and green waste prevention strategies, current and potential solutions available in Carlsbad and will emphasize the Carlsbad Sustainable Materials Management Plan. Solana Center will develop and verify a promotion strategy with Carlsbad to maximize attendance. Included in the pricing is Solana Center’s development of the workshop material and customization of content to Carlsbad’s plans and ordinances. Pricing for subsequent workshops will be significantly reduced (to 23 hours) since development of presentation, workshop and promotion strategy will occur only at the start of the task. Task 2. As-Needed Consulting Solana Center suggests ear-marking some funds for consulting as and when needed by Carlsbad on any topic within Solana Center’s expertise. Creating a series of videos for businesses to learn about their responsibilities and solutions will have to be subject to a separate task order. Option under consideration is for Solana Center to be the content and knowledge provider with relevant Carlsbad department(s) leading the video production. Solana will price this project according to the approach decided on and the extent of Solana Center’s actual involvement in the agreed activities. Task 3. Feasibility Study – Midsized Composting Site From a list of proposed sites from the City and other sites identified by Solana Center, Solana Center will research and scope the potential for duplication of Solana Center’s Food Cycle Program at a facility located within Carlsbad city limits with access to necessary features, including but not limited to a water source and electricity. Research will include elements such as potential zoning, licenses and permit requirements. Solana Center will develop a high-level overview plan, which will include the conditions required for successful duplication of the Food Cycle Program, and research potentially suitable locations for such duplication. Solana Center will discuss potential suitable locations with Carlsbad before planning any site visits (2 max). Solana Center will describe and evaluate all options and submit its recommendations in a final report to Carlsbad. PSA19-611CA - Task No. 1DocuSign Envelope ID: AAFDD232-AFBC-43FA-9975-2168D946F1CC City of Carlsbad/Solana Center for Environmental Services – Consulting Services Proposal 40-63-1909 Solana Center for Environmental Innovation 137 N El Camino Real Encinitas, CA 92024 (760) 436-7986www.solanacenter.org 3 Timing & Pricing The following work plan lists the services discussed with Carlsbad for this first task order, to be completed by end November 2020. Solana Center can begin work upon signature of the Project Task Description and Fee Allotment by both parties and within 10 days after receipt of notification to proceed by Carlsbad. Estimated hours are an upper limit of hours available to spent for each task and are to be considered ‘not-to-exceed’ hours. Task Description Estimated Hours Estimated Cost Deliverable Date Core Services Task 1a. Business Outreach & Assistance - Workshop 1 77 hours $10,339 03/31/2020 Task 1b. Business Outreach & Assistance - Workshop 2-4 69 hours $8,040 11/30/2020 Task 1c. Business Outreach & Assistance - Hotline Support 5hrs/month $450/month=$4,500 11/30/2020 Task 2. As-needed Consulting - Placeholder 27 hours $4,140 11/30/2020 Task 3. Research Composting Site - Feasibility Study 89 hours $10,860 06/30/2020 Support Services Program Management (Incl. coordination and update meetings w/City) 60 hours $5,400 11/30/2020 Mileage @ $0.58/mile $250-$500 11/30/2020 Hard cost (e.g. printing handouts) + 5% $250-$500 Total $44,279 Points of Contact Solana Center for Environmental Innovation Program Manager: Mallika Sen, mallika@solanacenter.org, (760) 436-7986 x724 Contracts Manager: Liesbeth Krul, liesbeth@solanacenter.org, (858) 226-2671 City of Carlsbad Environmental Management: Avecita Jones, avecita.jones@carlsbadca.gov, (760) 602-7542 PSA19-611CA - Task No. 1DocuSign Envelope ID: AAFDD232-AFBC-43FA-9975-2168D946F1CC Solana Center for Environmental Innovation Response to Carlsbad RFQ 18-05 Discipline No. 8 -Environmental Outreach & Services Exhibit B -MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement SOLANA CENTER FOR ENVIRONMENTAL INNOVATION Role Hourly Rate Program Manager $175 Project Lead $150 Zero Waste Coordinator/ Researcher $115 Educator $100 Administrator $90 CENTER FOR ECOTECHNOLOGY {SUB-CONSULTANTS) Role Hourly Rate Program Manager $160 Program Operations Manager $160 Environmental Specialist $160 Program Specialist $160 EXPENSES Expense Item Cost PSA 19-611 CA Mileage $0.545/mile (standard government rate) Printing (only charged for signage & large out-of-house print jobs) CETTravel Expenses (assumes a 3-night stay and associated hard costs) Solana Cent~r for Environmentar Innovation · 137 N El Camino Real Encinitas, CA 92024 (760) 436-79i6 www.solanacenter.org 10 Printer cost+ 5% markup $1,500 per trip per individual - Task 1 DocuSign Envelope ID: AAFDD232-AFBC-43FA-9975-2168D946F1CC ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS 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 AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED 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 PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. 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.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 10/31/2019 License # 0757776 (442) 244-6927 11000 Solana Center for Environmental Innovation 137 North El Camino Real Encinitas, CA 92024 22357 24147 25895 A 2,000,000 X 72SBABB5402 9/28/2019 9/28/2020 2,000,000 10,000 2,000,000 4,000,000 4,000,000 1,000,000B 72UECHB4212 9/28/2019 9/28/2020 A X 72WECDU2554 9/28/2019 9/28/2020 1,000,000 1,000,000 1,000,000 C Directors & Officers ALT79174 4/6/2019 1,000,000 D Professional Liabili SP1569535A 11/2/2019 9/28/2020 Ded: 1,000 1,000,000 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services is named as Additional Insured with respects to General Liability for operations of the Named Insured per IH1200 1185. 30 Day Notice of Cancellation applies to General Liability and Auto Liability, except 10 Days Notice due to Non-Payment of Premium. Workers' Compensation Waiver of Subrogation applies, where required by written contract. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York, NY 10163-4668 SOLACEN-02 SSONG HUB International Insurance Services Inc. 1525 Faraday Avenue, Suite 200 Carlsbad, CA 92008 Maggie Perez maggie.perez@hubinternational.com Sentinel Insurance Company, Ltd. Hartford Accident and Indemnity Company Old Republic Insurance Company United States Liability Insurance 4/6/2020 X X X X PSA 19-611 CA MASTER AGREEMENT FOR ENVIRONMENTAL OUTREACH AND SERVICES SOLANA CENTER FOR ENVIRONMENTAL INNOVATION is made and entered into as of the --~~~----day of -+-'-.,_,,,_-ld--'~'--'---½-l'o<:::....c:"----"~-' 2018, by and between the City of Carlsbad, a municipal cor oration, ("City"), and Solana Center for Environmental Innovation, a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in environmental outreach and services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to environmental outreach and services. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 PSA 19-611 CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior • to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 PSA 19-611 CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 PSA 19-611 CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 PSA 19-611 CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Jessica Toth Title Project Manager Address 137 N. El Camino Real Encinitas, CA 92024 Phone No. 760-436-7986 Email director@solanacenter.org Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[g] No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a 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 City Attorney Approved Version 6/12/18 5 PSA 19-611 CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right City Attorney Approved Version 6/12/18 6 PSA 19-611 CA or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 PSA 19-611 CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this ['3~ day of ;Jcftti~r , 2018. CONTRACTOR Solana Center for Environmental Innovation, a California Corporation By: /\lb~-3 ~"'o~~4, V? (print name/title) By: tJ t19 hY\ 5"i0ne_ta Trt'a~LLve.r (print name/ le) CITY OF CARLSBAD, a municipal corporation of the State of California By~r ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 8 PSA19-611CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of environmental outreach and services related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Design and deliver educational presentations, workshops pertaining to environmental management programs. B. Environmental management program compliance services. C. Training, technical support for compliance with state and local government laws associated with environmental management programs. Requests for work not listed above must be contracted under separate agreement City Attorney Approved Version 6/12/18 9 Solana Center for Environmental Innovation Response to Carlsbad RFQ 18-05 Discipline No. 8 -Environmental Outreach & Services Exhibit B -MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement SOLANA CENTER FOR ENVIRONMENTAL INNOVATION Role Hourly Rate Program Manager $175 Project Lead $150 Zero Waste Coordinator/ Researcher $115 Educator $100 Administrator $90 CENTER FOR ECOTECHNOLOGY {SUB-CONSULTANTS) Role Hourly Rate Program Manager $160 Program Operations Manager $160 Environmental Specialist $160 Program Specialist $160 EXPENSES Expense Item Cost PSA 19-611 CA Mileage $0.545/mile (standard government rate) Printing (only charged for signage & large out-of-house print jobs) CETTravel Expenses (assumes a 3-night stay and associated hard costs) Solana Cent~r for Environmentar Innovation · 137 N El Camino Real Encinitas, CA 92024 (760) 436-79i6 www.solanacenter.org 10 Printer cost+ 5% markup $1,500 per trip per individual California All-Purpose 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/l1--r7----,201B,beforeme,~/lJ:> -~DfC<> r. V~La.Cu ,a Notary Public, personally appeared _.._f_L_r_>_O_f'/ __ 13_1.-_o_k_t> ~P_o_o_7....__ Name(1t) of Signer(~ who proved to me on the basis of satisfactory evidence to be the person~) whose name(4 is/et'e' subscribed to the within instrument and acknowledged to me that hetshe/~ executed the same in.-l:H-s/her/tl-lerr authorized capacity(i@s) and that byJi.i.s/her/tftei:r signature(et on the instrument the person(4or the entity upon behalf of which the person(S,-acted, executed the instrument. -------------+-__ OPTIONAL ____________ _ Description of Attached Doc, 1ment TitleorTypeofDocument ~iG-/ctt'MC:Nt pi)/l ftv\t,'/t,.JtvfvlEtv.,.Jl,,, c(J,l(EkC// f-rJ!J Document Date: -Number of Pages (including this one)~ .Jt-£Vr 't t-'1/ Additional Information ----------------------- Capacity(ies) Claimed by Signer • Individual ~ Corporate Officer-Title(s) _________ _ •-Partner: Limited General • Attorney-in-Fact • Trustee • Guardian or Conservator • Other Signer is representing:> 0 i,, ;(_"" JJ-Cf Ir T != /1--p-,v 1- t;=fv v r Ao f-f (v._ ~ I" i J-l -;J:..rJv1v o v F-rf'O ;.1 Right Thumbprint of Signer I Right Thumbprint of Signer 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ~~'Q(,~'§X:,-g;.'§X.,'Q(;,'Q<;,~'Q<;.'Q<;,~'Q<;.'Q<;,'Q(;.'®'Q(..'§<;.'Q(.'G<,~'g;,'@'Q<;.~~"Q<;.'Q<;.'Q<;.'@,.'@.;.'§<i..'§<;.'@.."@,'@;.-'Q(;,~~ STATE OF CALIFORNIA 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, accuracv. or validity of that document. County of San Diego On October 5:1 Date 2018 before me, Ash Nickle, Notary Public Here Insert Name and Tille of the Officer personally appeared _ __.__~...._...t!\...,__tr_,1--1._~A.,_w""v1_5k""'. ~~ .... H~w=--.,.,.____,-,----,-~-,--,------------Name(s> of Signer(s) Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person~whose name(s) is/are subscribed to the within instrument and acknowledged to me that ootshe/they executed the same in 1-tisfher/thetr authorized capacity{tes-), and that by Ri-s/her/tbeir signature('sJon the instrument the person(s), or the entity upon behalf of which the persor,{s) 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. -----------OPTIONAL----------- Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document ~ TiUeorTypeofDocument 1/J~ J1;)_C Document Date: ____________________ Number of Pages:_ ..... Z> ...... ~----- Signer(s) Other Than Named Above: __________________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: _____________ _ · 0 Individual 0 Corporate Officer -Title(s): ________ _ 0 Partner -0 Limited O General 0 Attorney in Fact 0 Trustee D Guardian or Conservator 0 Other: -------- Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: _____________ _ • Individual 0 Corporate Officer -Title(s):'----------- 0 Partner -0 Limited O General 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator D Other: -------- Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here SOLACEN-02 MPEREZ ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 11/08/2018 THIS CERTIFICATE 15 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 15 WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riahts to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0757776 ~2AAi~cT ·--~ Carlsbad, CA -MMA -HUB International Insurance Services Inc. Ft8,N~o, Ext): (760) 804-0402 I rffc, No):(760) 804-0942 1525 FaradaA Avenue, Suite 200 E-MAIL Carlsbad, C 92008 ADDRESS: INSURER{Sl AFFORDING COVERAGE NAIC# ~--INSURER A: Sentinel Insurance Company Ltd. 11000 INSURED 1NsuRER B: Hartford Accident and lndemnitv Company 22357 -~ Solana Center for Environmental Innovation 1NsuRER c: Hartford Ins Co of the Midwest 37478 ----- 137 North El Camino Real INSURER D: Old Republic Insurance Company 24147 Encinitas, CA 92024 ---- INSURER E: United States Liabilitv Insurance 25895 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. I~;: TYPE OF INSURANCE A X COMMERCIAL GENERAL LIABILITY ~~ CLAIMS-MADE [K] OCCUR ---------------- ~ --·---------- GEN'LAGGREGATE LIMIT APPLIES PER: n POLICY. [] m?-r • LOC n OTHER 8 AUTOMOBILE LIABILITY r-il ANY AUTO _ H O'M-JED SCHEDULED ~ AUTOS ONLY ~ AUTOS ~-I ~LRT'Ws ONL y _ ~8fcS?;"mJE~ -UMBRELLA LIAB H OCCUR EXCESS LIAB CLAIMS-MADE OED I I RETENTION$ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below D Directors & Officers E Prof.Liability YIN • ff.Pk SJJ9i POLICY NUMBER X 72SBABB5402 N/A 72UECHB4212 X 72WECDU2554 ALT76992 ISP1569535 POLICY EFF POLICY EXP /MM/DD/YYYYl /MM/DD/YYYYl LIMITS EACH OCCURRENCE $ 2,000,000 09/28/2018 09/28/2019 ~~~~~H9E~~~i7~ncel $ 2,000,000 r--'-~~~~~~=-1-"-----------< MED EXP (Anv one oersonl PERSONAL & ADV INJURY GENERAL AGGREGATE PRODl,JCTS -COMP/OP AGG $ $ 10,000 2,000,000 ✓ 4,000,000 4,000,000 1,000,000 09/28/2018 09/28/2019 f--'B=O=D=IL~Y~IN~,J=U~R~Y~ (P~e~r o=e~rs=on~1l--+-$~--------l BODILY INJURY /Per acc1dentl $ EACH OCCURRENCE AGGREGATE I PER I I OTH-STATUTE ER 09/28/2018 09/28/2019 E.L. EACH ACCIDENT E L. DISEASE -EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ 04/06/2018 04/06/2019 11/02/2018 11/02/2019 Ded: 1,000 1,000,000 1,000,000 1,000,000 1,000,000 ✓ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services is named as Additional Insured with respects to General Liability for operations of the Named Insured, per enclosed endorsement #IH 12 00 11 85. 30 Day Notice of Cancellation applies to General Liability and Auto Liability, except 10 Days Notice due to Non-Payment of Premium. Workers' Compensation Waiver of Subrogation applies, where required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 New York, NY 10163-4668 AUTHORIZED REPRESENTATIVE I ~llll- ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 72 SBA AH3977 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -PERSON-ORGANIZATION Crty of CarlsbadJCMWD c/o EXIGIS Insurance Compliance Services P 0. Box 4668 • ECM #35050 New York, NY 10163-4668 Form IH 12 00 11 85 Printed in U.S.A. N THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA Policy Number: 72 WEC DU2554 Endorsement Number: Effective Date: 09/28/18 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: SOLANA CENTER FOR ENVIRONMENTAL INNOVATION 137 N EL CAMINO REAL ENCINITAS CA 92024 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by ------------,----,----,-----,--------,-.-Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 08/19/18 Policy Expiration Date: 09/28/19 COMMERCIAL AUTOMOBILE HA9916 0312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. -WHO IS AN INSURED -of SECTION II -LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. -WHO IS AN INSURED -of Section II -Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. -WHO IS AN INSURED -of Section II -Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." Form HA 9916 0312 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 1 of 5 The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. -DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS -OF SECTION IV - BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. E. Primary and Non-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.0. -Additional Insured If Required by Contract, the following provisions apply: (3) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (3) and (4) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: Form HA 9916 0312 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 2 of5 If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. -FELLOW EMPLOYEE -of SECTION II -LIABILITY COVERAGE does not apply if you have workers' compensation insurance in-force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5. PHYSICAL DAMAGE ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION Ill -PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS -of SECTION Ill PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT -BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS -of SECTION Ill -PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: ( 1) Permanently installed in or upon the covered "auto": (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or Form HA 9916 0312 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section Ill -Version CA 00 01 03 10 of the Business Auto Coverage Form. Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE BROADENED COVERAGE Under Paragraph A. -COVERAGE -of SECTION Ill -PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. -DEDUCTIBLE -of SECTION Ill -PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. -DEDUCTIBLE -of SECTION Ill -PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT.CLAIM, SUIT OR LOSS -of SECTION IV -BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member. if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO -COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: Form HA 9916 0312 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 4 of5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS -CANCELLATION -applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non-hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non-hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HA 9916 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 5 of5