The URL can be used to link to this page

Home My WebLink AboutEconomic and Planning Systems Inc; 2018-08-08;AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR RETAIL MARKET ANALYSIS STUDY OF CARLSBAD VILLAGE SERVICES ECONOMIC & PLANNING SYSTEMS No. 1 is entered into and effective as of the 5\ ~ day of ----"-='"--'-->.!I'---------' 2o_ft_, extending the agreement dated August 8, 2018 (the "Agreeme ') by and between the City of Carlsbad, a municipal corporation, ("City"), and Economic & Planning Systems, Inc., a California corporation ("Contractor") (collectively, the "Parties") for retail market analysis of Carlsbad Village services. RECITALS A. The Parties desire to extend the Agreement for a period of one (1) year. 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 one (1) year ending on August 7, 2020. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. ECONOMIC & PLANNING SYSTEMS, INC., a California c porat n CITY OF CARLSBAD, a municipal corporation of the State of California By: SCO CH o✓City Manag oody, President ~ --+--+--------------(print name/title) By: ~T --ff~ (Sign here) Darin Smith, Secretary (print name/title) ATTEST: ~~ BARBARA ENGLESON I City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney ~() ,1 /·y BY: _....._jJ-'--l_ ~--L-/j-'--<...~----\--"=----- Assistant City Attorney City Attorney Approved Version 1/30/13 2 CALIFORNIA CERTIFICATE OF 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 A\GvneJ'- :J'-< I I personally appeared _l) __ \ -...cu,.=· ~r_,~:::">~~~~~-/r--.~·-:\~½--"-__ c~Y'.'.~'-'-''-aC-}_·_:=1-"'-c_~~0_::::'l~-('r\~~oc........c...., ~-'·c={....,,.,_,d',__ ______ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same Tn his/her/their authorized capacity(ies_Land that by his/her/their signature~ on the instrument the person(s), or the en~ upon behalf of which the person(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. WITNESS my hand and official seal. Signature S VV\~- Optional Information SUSAN MARCUS A t COMM. #2243649 z Notary Public · California ~ Alameda County ~ "'~~'If¥ M Comm. Ex ires June 19, 2022 (Seal) Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document , Method of Signer Identification i titled/for the purpose of ~rJ. M"'\.\: ·-~ _[:L ~ ~ C u--lc·:, \, ..J. ~ containing \ pages, and dated c,{ J 1--l \ \ °i __ _ The signer(s) capacity or authority is/are as: ! j lndividual(s) _ ~ Attorney-in-Fact Corporate Officer(s) __ _ [ ] Guardian/Conservator Partner -Limited/General _: Trustee(s) ~ ~ Other: representing: T,tle(s) Name(s) of Person(s) or Ent1ty(1es) 'Signer 1s Representing ·-------------- l() Copyright 200/-201 / Notary Rotary, PO Box 41400, Des Moines, IA 50311-0507 All Rights Reservec , Proved to me on the basis of satisfactory evidence: C) form(s) of ident11ication C credible witness(es) Notarial event is detailed in notary Journal on: Page # Entry# Notary contact: Other ' L_j Additional Signer(s) __J Signer(s) Thumbprint(s) [] 1~ I Item Number 101 77) Please contact your Authorized Reseller to purchase copies of this form ACORD9 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 3/14/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Andreini & Company-San Mateo P.~~>N.t ~-••· 650-573-1111 I fffc Nol: 650-378-4361 220 West 20th Ave i~l~~ss: ktotten@andreini.com San Mateo CA 94403 INSURER($) AFFORDING COVERAGE NAIC# INSURER A: Federal Insurance Company 20281 INSURED ECONO-5 INSURER B: Republic Indemnity Co of Calif 43753 Economic & Planning Systems INSURER c : Continental Casualty Company 20443 400 Capitol Mall, 28th Floor Sacramento CA 95814 INSURER D: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER· 346374184 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,u<>n W\tn POLICY NUMBER IMM/DD/YYYY) IMM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY y y 35929623WCE 4/1/2019 4/1/2020 EACH OCCURRENCE $1,000,000 -□ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED t---PREMISES /Ea occurrence\ $1,000,000 t---MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY t---$ excluded GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 Fxl □PRO-□ PRODUCTS -COMP/OP AGG $3,000,000 POLICY JECT LOC OTHER: Per Project/Loe Per Project Aqq $3,000,000 / A AUTOMOBILE LIABILITY y y 73558746 4/1/2019 4/1/2020 COMBINED SINGLE LIMIT $1,000,000 /Ea accident) t--- ANY AUTO BODILY INJURY (Per person) $ t----OWNED SCHEDULED BODILY INJURY (Per accident) $ t---AUTOS ONLY -AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident) $ A UMBRELLA LIAB MOCCUR 79871994 4/1/2019 4/1/2020 EACH OCCURRENCE $1,000,000 -X EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED I X I RETENTION $ n $ B WORKERS COMPENSATION y 16150816 4/1/2019 4/1/2020 X I PER I I OTH-STATUTE ER AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE ~ E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 C Errors & Omissions 425343942 4/1/2019 4/1/2020 Per Claim 2,000,000 Adv/Personal Injury Annual Aggregate 2,000,000 Retro 1/1/83 Retention -$10,000 ✓ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 30 days notice of cancellation except 1 O days for non-payment of premium per policy provisions. EPS# 184009 City, its officials, employees and volunteers are additional insured on a primary and non-contributory basis with regard to General and Auto Liability and Waivers of Subrogation apply per attached policy provisions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad 1635 Faraday Avenue AUTHORIZED REPRESENTATIVE Carlsbad CA 92008 (_ :}/~ / :✓:· •. t/f~ . I ,.-(.._ .... ., r...~. /Q .. -• ..... -""..(, ..._., © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy #735587 46 19 Mobile Equipment Subject To Compulsory Or Financial Responsibility Or Other Motor Vehicle Insurance Law Onlv Only those "autos" that are land vehicles and that would qualify under the definition of "mobile equipment" under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are licensed or principally garaged. B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declarations, then you have coverage for "autos" that you acquire of the type described for the remainder of the policy period. 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that coverage; and b. You tell us within 30 days after you acquire it that you want us to cover it for that coverage. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Covered Autos Liability Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Covered Autos Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction. SECTION II -COVERED AUTOS LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of covered "autos". However, we will only pay for the "covered pollution cost or expense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident". We have the right and duty to defend any "insured" against a "suit" asking for such damages or a "covered pollution cost or expense". However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" to which this insurance does not apply. We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to defend or settle ends when the Covered Autos Liability Coverage Limit of Insurance has been exhausted by payment of judgments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using with your permission a covered "auto" you own, hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own. Page 2 of 12 © Insurance Services Office, Inc., 2011 CA00011013 (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company) or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership) or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. . . Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds to release attachments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day because of time off from work. (5) All court costs taxed against the "insured" in any "suit" against the "insured" we defend. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the "insured". (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. b. Out-of-state Coverage Extensions While a covered "auto" is away from the state where it is licensed, we will: (1) Increase the Limit of Insurance for Covered Autos Liability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or property. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the following: 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement; or b. That the "insured" would have in the absence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law. CA00011013 © Insurance Services Office, Inc., 2011 Page 3 of 12 4. Loss Payment -Physical Damage Coverages At our option, we may: a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our expense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will include the applicable sales tax for the damaqed or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally conceals or misrepresents a material fact concerning: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in your state. 4. No Benefit To Bailee -Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provision of this Coverage Form. 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. CA00011013 © Insurance Services Office, Inc., 2011 Page 9 of 12 CHUBB. Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued APRIL 1, 2019 TO APRIL 1, 2020 APRIL 1, 2019 3592-96-23 WCE ECONOMIC & PLANNING SYSTEMS INC FEDERAL INSURANCE COMPANY JANUARY 7, 2019 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance Form B0-02-2367 (Rsv. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for in jury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability ( of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages. loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional /nsursd -Schedu/sd Parson Or Organization continued Endorssmsnt Pags 1 CHUBB. Liability Endorsement (continued) Condttlons Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Additional Insured -Scheduled Person Or Organization last page Endorssment Page 2 Conditions (continued) Transfer Or Waiver Of Rights Of Recovery Against Others Liability lnsurancs Form 80-02-2000 (Rev. 4-01) We will waive the right of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. Contract Pags24of32 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC 00 0313 (Ed. 04-84) 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule State Person or Organization Job Description California This endorsement provides a blanket waiver of subrogation applicable to all jobs for persons or organizations whom the Named Insured has agreed by written contract to furnish this waiver. The charge for this endorsement shall be 5% of total manual premium, subject to a minimum premium of $250. This charge will be billed on your next invoice based on current manual premium, and the final charge will be calculated and billed at the final audit. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Republic Indemnity Company of California Company Number 27561 Insured Economic and Planning Systems, Inc. Policy Number Endorsement Number Endorsement Effective Printed On WC 00 0313 (Ed. 04-84) 161508-16 6 April 01, 2019 March 12, 2019 © 1983 National Council on Compensation Insurance. Countersigned by: _________ _ Insured Copy AGREEMENT FOR RETAIL MARKET ANALYSIS STUDY OF CARLSBAD VILLAGE SERVICES ECONOMIC & PLANNING SYSTEMS, INC. ENT is made and entered into as of the ;iJt:h day of _.i-:::::~....a....~~~----' 20_E, by and between the CITY OF CARLSBAD, a municipal corporation, 'City"), and Economic & Planning Systems, Inc., a California Corporation, ("Contractor"). RECITALS A. City requires the professional services of an economics consulting firm that is experienced in developing retail market strategies for municipalities including current retail environment analysis. B. Contractor has the necessary experience in providing professional services and advice related to recommending actions to enhance the appeal and economic vitality of downtown retail districts in the face of a rapidly changing retail market. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM --The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one-year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed sixty-nine thousand five hundred seventy-five dollars ($69,575) and up to four thousand six hundred fifty-five dollars ($4,655) for expense reimbursement, (transportation, lodging, meals and incidental expenses) for a total maximum of seventy-four thousand two hundred thirty dollars ($74,230) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to City Attorney Approved Version 6/12/18 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 "B". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may City Attorney Approved Version 6/12/18 2 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 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. City Attorney Approved Version 6/12/18 3 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. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. - 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Claudia Huerta Title Village Manager Department CED-Econ. Dev. City of Carlsbad Address 3096 Harding St. Carlsbad, CA 92008 Phone No. 760-268-4759 For Contractor Name Jason Moody Title Managing Principal Address One Kaiser Plaza, Suite 1410 Oakland, CA 94612 Phone No. 510-841-9190 Email jmoody@epsys.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 6/12/18 4 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work City Attorney Approved Version 6/12/18 5 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 employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 6/12/18 6 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR (sign here) l>A'1N )IM.(-rtt I Kt,fl:crftp,'( (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: BG~~ \ic/\'Y)QA(A!l71Z 27!~ (sign here) ~BARA ENGLESON .. Ja ,:>t ·{S £-. m I,,(~ ~l h / Bz -:,it,1..tv,;,, v--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 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 7 CALIFORNIA CERTIFICATE OF 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 A l C:..rY\ e J c:., personally appeared _ _.,D__.e-=r~··~/\~_'S.~M-~-~-\i-=0-,..,_____¼\=~.)-~~---c....,.~M-R~-~~-1Z ............. ~(Y\_\....\.~')~k~"~-L=+-, ___ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature S, \,Al\,.---- SUSAN MARCUS .. 1 COMM. #2243649 z Notary Public .. California 2l Alameda County ~ ~~~ M Comm. Ex ires June 19, 2022 (Seal) Optional Information Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. Description of Attached Document ---------------- The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of containing pages, and dated ___________ _ The signer(s) capacity or authority is/are as: l_l lndividual(s) Attorney-in-Fact [J Corporate Officer(s) ~ ] Guardian/Conservator [] Partner -Limited/General [] Trustee(s) Other: representing: _ T,tle(s) ---------------- Name(s) of Person(s) or Ent1ty(1es) Signer 1s Representing · Additional Information , , Method of Signer Identification Proved to me on the basis of satisfactory evidence: 0 form(s) of identification O credible witness(es) Notarial event is detailed in notary journal on: Page # Entry# Notary contact: ___________ _ Other D Additional Signer(s) l-7 Signer(s) Thumbprrnt(s) [7 I[:) Copyright 2007-2017 Notary Rotary, PO Box 41400, Des Moines, IA 50311 "0507 All Rights Reserved Item Number 101772. Please contact your Authorized Reseller to purchase copies of this form EXHIBIT "A" SCOPE OF SERVICES Task 1: Data Collection and Field Work • Contractor will conduct a review of relevant past studies and plans. Contractor will familiarize themselves with previous studies and analyses in Carlsbad Village and related trade area as well as any relevant planning documents, including the recently passed 2018 Village and Barrio Master Plan awaiting Coastal Commission approval. Contractor will also review archival data such as news media and other publications in order to provide useful context. • Socio-economic and real estate data. In addition to basic demographic and employment data, Contractor will use trend data on demographics and employment as well as key metrics such as taxable sales, transient occupancy taxes (TOT), and real estate performance (e.g., lease rates, vacancy rates, absorption). This secondary data will be collected from publicly available sources as well as proprietary resources such as Costar, lnfoUSA, and other sources. Contractor will prepare a detailed information request for the City shortly after project initiation with the goal of identifying recently prepared reports and readily available subcity data (such has in-house historical sales tax records), studies or initiatives that are already in place1. Contractor will respect the confidentiality of such data and reporting and will sign any necessary nondisclosure agreements. This data will be important in demonstrating the strength of the Carlsbad Village retail sector as well as the relative contribution and magnitude of residents, day-trip visitors, and overnight visitors. • Surveys: Contractor will design and administer one intercept survey and at least one online survey to capture a wide range of respondents that reflect the opinions, wants, and needs of Carlsbad residents, visitors, businesses, and other groups. For the intercept survey, Contractor will design the survey tools (including identifying the times and locations where surveyors should be placed for the intercept survey). The intercept survey will specifically focus on Carlsbad Village businesses. The City will be responsible for securing intercept surveyors. Surveyors will administer the survey and tabulate/ aggregate the responses in a spreadsheet provided by the Contractor. Contractor will then review and analyze the results. Contractor will recommend best practices to conduct an online survey including seeking to make use of stakeholder networks and institutions (including the City). Contractor and City staff will work to disseminate a simple, appropriately-designed, and user-friendly survey using existing communication and outreach tools (e.g., membership lists, websites, regular correspondence and events). • Contractor will apply a patterned methodology of "total immersion", meaning that from the initiation date of the project, Contractor will strive (to the extent possible) to learn how locals live and engage in Carlsbad Village by talking with the patrons, reading the biogs, staying the weekend, etc. in order to truly understand the unique dynamics and rhythms of the place and its people. Contractor will provide qualitative analysis of psychographic characteristics 1 Contractor will prepare a detailed information request for the City shortly after project initiation with the goal of identifying recently prepared reports and readily available in-house data. Contractor will not expect the City to undertake significant research, but rather provide direction to City resources, studies, or initiatives already in place. Contractor will also pursue other means of obtaining key data. City Attorney Approved Version 6/12/18 8 as part of the "total immersion" strategy. Contractor will leverage observed demographics of current customers in the Carlsbad Village and incorporate national trend data on consumer spending to inform the recommendations for retail diversification in the Village. • Trip #1 o Contractor will conduct a self-guided walking tour, as a way of familiarizing themselves with Carlsbad Village and its individual subdistricts. As part of this exercise, Contractor will record observations on various factors that impact how the study area functions as a retail location (e.g., visibility, access, parking, circulation patterns, etc.) as well as identify the various retail and nonretail demand generators in the study area. o Contractor will be guided on a walking tour and debrief with City staff, to get useful background on the retail history of and past initiatives in Carlsbad Village, hear about key issues and challenges, and provide City staff with the opportunity to voice specific interests and concerns. o Retail inventory. Contractor will create an "in the field" database with observable information on each occupied storefront, including address, store name, retail subcategory, etc. Contractor will record observations on and make qualitative assessments of each of these tenants (e.g., aesthetics, merchandising, pricing, core customer, sales volumes, financial resources, etc.). Contractor will also take note of vacant spaces and sites, including existing condition and tenant- readiness, leasing agent or contact, etc. Finally, Contractor will obtain data from City staff and County resources, to include square footage/dimensions, property ownership, etc. o Assessment of nearby competition. Contractor will assess each of the competing business districts and shopping centers elsewhere that vie with Carlsbad Village for customers and for tenants, including location, visibility/access, anchors, occupancy, etc. Contractor will then supplement all of this with additional data from web sites and broker interviews (see below), such as square footage, sales performance, rent levels, possible redevelopment/expansion, etc. This survey will include competitors in Carlsbad including The Shoppes, The Outlets and The Forum as well as northern San Diego County more broadly including Encinitas, Solana Beach, and Del Mar. As part of such work, Contractor will also delineate the various Trade Areas applicable to different retail categories as well as the factors that give Carlsbad Village an intrinsic competitive advantage with particular types of goods and consumers. o Contractor will conduct interviews with at least three (3) commercial real estate brokers and key property owners, who are leasing retail space in Carlsbad Village and northern San Diego County. City will identify optimal potential interviewees and arrange introductions. Contractor will independently schedule interviews and meetings following the introductions. These interviews, some of which may occur over the phone, will provide insight on critical information on Carlsbad Village as well as competing districts and centers (see above), such as tenant interest, rent levels, etc., as well as any new sites/projects where large- scale retail competitors could materialize in the future. o Contractor will identify and conduct interviews with at least two (2) residential real estate brokers who are familiar with residential migration patterns and leasing/sales trends and who can shed light on who, in demographic/psycho- City Attorney Approved Version 6/12/18 9 Meetings: graphic terms, is moving to Carlsbad Village and its adjoining neighborhood as well as the city as a whole .. o Contractor will conduct a focus group with retail merchants to better understand their experience in Carlsbad Village, the issues and challenges that they face, as well as the kinds of retail and the specific operators that they would like to see in the future. o Contractor will conduct one-on-one meetings and/or interviews with key City staff, stakeholders, business associations and community organizations, so as to gain insight into the capacities and resources of those who would be primarily responsible for implementing the strategy. Contractor will also speak with representatives of nonretail demand generators (e.g., Visit Carlsbad) in order to better understand the kinds of traffic that they attract. Due to time limitations, some of these meetings and interviews may occur over the phone. 1. Project Kick-Off Meeting with City Staff. To occur approximately week five (5) after Contractor has initiated research. 2. Teleconference Presentation of Preliminary Results. Contractor will participate in an internal teleconference with the City to present preliminary findings, including preliminary market findings and baseline conditions, as well as initial results from survey and fieldwork. The teleconference will also offer participants opportunity to provide feedback and insight for potential recommendations and retail strategies for Carlsbad Village. Additional participants (e.g., key landowners and brokers who participated in earlier stages of the assignment) may be invited to join the teleconference as deemed appropriate. Deliverables: 1. Project Kick-off and Existing Conditions Report. This Report will synthesize the initial findings from the first check-in meeting between the City and Contractor. City may request up to one round of edits prior to finalizing the deliverable. 2. Teleconference Presentation of Preliminary Findings. Contractor will present preliminary findings to the City in an internal teleconference format. The consultant team will prepare a slide deck to present during the teleconference, as well as a brief report summarizing key themes and discussion points from the teleconference. 3. Summary of Surveys and Preliminary Results. Contractor will prepare a Report summarizing the survey process and preliminary results (note that the full survey results and associated implications may be finalized in subsequent tasks). City may request up to one round of edits prior to finalizing the deliverable. 4. Baseline Conditions and Opportunities Report. This Report will present Carlsbad Village's existing conditions as well as identify its retail opportunities. Contractor will use this report to bring together the findings from previously conducted fieldwork and data analysis. City may request up to one round of edits prior to finalizing the deliverable. City Attorney Approved Version 6/12/18 10 Task 2: Analysis and Strategy Contractor will synthesize all of the information gathered and conclusions reached in the form of a written report, complete with visually-compelling images and graphics that provide detailed analysis of the following topics: • An exploration of the likely impact of fast-moving national trends and changing consumer preferences on Carlsbad Village retail, drawing on the professional expertise of the consultant team (including extensive speaking and writing on the subject) and work in similar markets across in the United States and abroad • A proposal for how Carlsbad Village can differentiate itself within the broader citywide and regional retail ecology, including the specific market "niches" in which the area is (and is not) well positioned to compete • Identification of the kinds of retail concepts and operators that correspond to this market position, including detail on not only product categories but also, on ownership types (i.e., large chains versus small "chain-lets" versus mom-and-pops); specific tenants and associated site location criteria • A conceptual scheme for where different sorts of tenants make sense spatially in Carlsbad Village and its various subdistricts, with particular attention paid to blocks that offer special opportunity or warrant high priority • A general assessment of and retention strategy for Carlsbad Village's existing merchants, particularly focusing on approaches that they can take in order to expand their appeal and draw • Nuanced discussion, from the perspective of a retail consultant, on the "hot-button" issues currently facing Carlsbad Village, including, for example, the promotion of local, independent and unique businesses and visitor versus resident serving uses • Delineation of the roles that the City, private-sector actors and other stakeholders can and should play in implementation, along with a projection of how Carlsbad Village is likely to evolve with versus without specific interventions and initiatives Meetings: 1. Teleconference Presentation of Strategies and Recommendations to City. Additional participants (e.g., key landowners and brokers who participated in earlier stages of the assignment) may be invited to join the teleconference as deemed appropriate. 2. Based on retail study recommendations and discussion between the Contractor and City an optional presentation to key private sector stakeholders may be considered. Decisions regarding this optional presentation will be made at a later date based on its determined appropriateness as well as stakeholder availability. 3. Presentations to City Council and Planning Commission meetings. Upon completion of the Final Retail Strategies and Implementation Report, contractor will prepare a presentation for the Carlsbad City Council and Planning Commission summarizing key findings from the study as well as the consultant team's recommendations for strategy and implementation. Contractor will give separate presentations to the Planning Commission and City Council, as they meet on different days. Typically, presentations to city commissions precede City Council presentations, so it is likely that these presentations will require separate trips. City Attorney Approved Version 6/12/18 11 Deliverables: 5. Draft Retail Strategies and Implementation Report. This Report will synthesize the work conducted throughout the study. It will be designed for various audiences (e.g., staff, stakeholders, elected officials, and the general public) with key findings and recommendations, clear and concise description of the methodology, and detailed technical appendices. 6. Second Presentation to City Staff of Draft Retail Strategies and Implementation Report. Contractor will prepare a second presentation to the City which summarizes key findings from the study as well as the consultant team's recommendations for strategy and implementation. To save costs, this will be a teleconference presentation. The consultant team will prepare a slide deck to present during the teleconference, as well as a brief report summarizing key themes and discussion points from the teleconference. The teleconference format will serve as an additional medium for the City to discuss the Draft Report and provide feedback to Contractor for the Final Report. The presentation will also be a first look into the content to be presented to Planning Commission and City Council in future presentations. 7. Final Retail Strategies and Implementation Report. This Final Report will take into account two rounds of staff revisions of the previously described Draft Retail Strategies and Implementation Report. One round of revisions will be to incorporate a summary of relevant comments received during the presentations to Planning Commission & City Council. 8. Presentations to City Council and Planning Commission. Contractor will prepare a presentation for the Carlsbad City Council and Planning Commission summarizing key findings from the study as well as the consultant team's recommendations for strategy and implementation. These presentations will be given to the Planning Commission and City Council separately, and each presentation may require its own trip. City may request up to two rounds of edits prior to finalizing the deliverable. City Attorney Approved Version 6/12/18 12 EXHIBIT "B" MEETINGS & PAYMENT SCHEDULE Contractor will be paid on a deliverable-based payment schedule. Upon completion of a task and acceptance by the City. Contractor will invoice the City according to the following schedule: 1. Project Kick-Off and Existing Conditions Report: $16,045 Reflects work completed up to the point of Report delivery. Encompasses a brief Project Initiation Phone Call to discuss roles and first steps, the in-person Project Kick-Off Meeting, and background research, all of which culminate in a report on existing conditions. Report to be delivered within approximately two (2) weeks of Project Kick-Off Meeting with the City. 2. Teleconference Presentation of Preliminary Findings: $12,365 Reflects culmination of research and work completed up to the point of presentation. Slide deck from presentation as well as a brief report summarizing key themes and issues discussed during teleconference are to be delivered within approximately two (2) weeks from the Teleconference Presentation. 3. Summary of Surveys and Preliminary Results:$ 2,910 Results to be delivered within approximately seventeen Week seventeen (17) of the project timeline. 4. Baseline Conditions and Opportunities Report: $10,980 Report to be delivered within approximately Week twenty (20) of the project timeline. 5. Draft Retail Strategies and Implementation Report: $13,640 Draft report to be delivered within Week twenty-five (25) of the project timeline. 6. Teleconference Presentation of Retail Strategies and Implementation: $2,830 Teleconference to take place approximately two (2) weeks after delivery of Draft Report. 7. Final Retail Strategies and Implementation Report: $3,455 Report to be delivered approximately two (2) weeks after teleconference presentation. 8. Presentation to City Council and Planning Commission: $7,350 Presentations to City Council and Planning Commission to take place approximately two weeks after delivery of Final Report. Actual dates of presentations to City Council and Planning Commission may differ from the project timeline due to their individuals' respective timing and agendas. Project Total: $69,575 Acceptance is defined as the City's receipt of the deliverable, with changes incorporated in accordance with the round of reviews outlines for each deliverable as set for in Exhibit "A" above. Contractor and City will mutually agree to any proposed changes to the approximate schedule outlined above. In addition, Contractor may receive up to a maximum of four thousand six hundred fifty-five dollars ($4,655) for reimbursable travel expenses which shall include transportation, lodging, City Attorney Approved Version 6/12/18 13 meals and incidental expenses such as tips. The City will not reimburse the cost of alcoholic beverages. Reimbursement for tips will not be made in excess of 20%. All reimbursable expenses shall be documented with detailed receipts accompanying the invoice. City Attorney Approved Version 6/12/18 14 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 6/7/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Andreini & Company-San Mateo ;,.~~Nr-To ~ .... 650-573-1111 I FAX 220 West 20th Ave IA/C Nol: 650-378-4361 San Mateo CA 94403 it1cf~~ss: ktotten@andreini.com INSURER($) AFFORDING COVERAGE NAIC# INSURER A: Federal Insurance Company 20281 INSURED ECONO-5 INSURER B: Republic Indemnity Co of Calif 43753 Economic & Planning Systems INSURER c : Continental Casualty Company 20443 400 Capitol Mall, 28th Floor Sacramento CA 95814 INSURER D: INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: 1602793168 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR ,.,.,n ,.n,n POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY y y 35929623W::::E 4/1/2018 4/1/2019 EACH OCCURRENCE $1,000,000 r--D CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED r--PREMISES (Ea occurrence\ $1,000,000 r--MED EXP (Any one person) $10,000 r--PERSONAL & ADV INJURY $ excluded GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $3,000,000 ~ DPRO-D POLICY JECT LOC PRODUCTS -COMP/OP AGG $3,000,000 OTHER: Per ProiecULoc Per ProIect Agg $3,000,000 A AUTOMOBILE LIABILITY y y 73558746 4/1/2018 4/1/2019 COMBINED SINGLE LIMIT $1,000,000 IEa accident\ r-- ANY AUTO BODILY INJURY (Per person) $ r--OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident\ - $ A UMBRELLA LIAB M OCCUR 79871994 4/1/2018 4/1/2019 EACH OCCURRENCE $1,000,000 -X EXCESS LIAB CLAIMS-MADE AGGREGATE $ / OED I I RETENTION $ $ B WORKERS COMPENSATION y 16150815 4/1/2018 4/1/2019 X I ~-\%uTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A {Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E L. DISEASE -POLICY LIMIT $1,000,000 C Errors & Omissions 425343942 4/1/2018 4/1/2019 Per Claim 2,000,000 Adv/Personal Injury Annual Aggregate 2,000,000 Retro 1/1/83 v DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 30 days notice of cancellation except 10 days for non-payment of premium per policy provisions. EPS# 184069 City, its officials, employees and volunteers are additional insured on a primary and non-contributory basis with regard to General and Auto Liability and Waivers of Subrogation apply per attached policy provisions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad 1635 Faraday Avenue AUTHORIZED REPRESENTATIVE Carlsbad CA 92008 ... . /\,( (. .-J::;/' ,:~~-',,.,.,75 -.. I /.;C ..... ,~.f..'.~··;,-.._ .. © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy #735587 46 19 Mobile Equipment Subject To Compulsory Or Financial Responsibility Or Other Motor Vehicle Insurance Law Only Only those "autos" that are land vehicles and that would qualify under the definition of "mobile equipment" under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are licensed or principally garaged. B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declarations, then you have coverage for "autos" that you acquire of the type described for the remainder of the policy period. 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that coverage; and b. You tell us within 30 days after you acquire it that you want us to cover it for that coverage. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Covered Autos Liability Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Covered Autos Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction. SECTION II -COVERED AUTOS LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of covered "autos". However, we will only pay for the "covered pollution cost or expense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident". We have the right and duty to defend any "insured" against a "suit" asking for such damages or a "covered pollution cost or expense". However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" to which this insurance does not apply. We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to defend or settle ends when the Covered Autos Liability Coverage Limit of Insurance has been exhausted by payment of judgments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using with your permission a covered "auto" you own, hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own. Page 2 of 12 © Insurance Services Office, Inc., 2011 CA 00 0110 13 (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company) or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership) or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. • . Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds to release attachments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day because of time off from work. (5) All court costs taxed against the "insured" in any "suit" against the "insured" we defend. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the "insured". (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. b. Out-of-state Coverage Extensions While a covered "auto" is away from the state where it is licensed, we will: (1) Increase the Limit of Insurance for Covered Autos Liability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or property. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the following: 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement; or b. That the "insured" would have in the absence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law. CA00011013 © Insurance Services Office, Inc., 2011 Page 3 of 12 4. Loss Payment -Physical Damage Coverages At our option, we may: a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our expense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will include the applicable sales tax for the damaaed or stolen oropertv. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally conceals or misrepresents a material fact concerning: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in your state. 4. No Benefit To Bailee -Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provision of this Coverage Form. 5. Other Insurance a. For any covered "auto" you own, this Coverage Farm provides primary insurance. For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. CA00011013 © Insurance Services Office, Inc., 2011 Page 9 of 12 CHUBB. Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued APRIL 1, 2018 TO APRIL 1, 2019 APRIL 1, 2018 3592-96-23 WCE ECONOMIC & PLANNING SYSTEMS INC FEDERAL INSURANCE COMPANY JANUARY 25, 2018 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liabflity Insurance Form 80-02-2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for in jury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability ( of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -Scheduled Person Or Organization continued EndOTSBment Page 1 CHUBB. Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liabfllly Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representstive Additional Insured -Scheduled Person Or Organization last page Endorsement Page 2 Conditions (continued) Transfer Or Waiver Of Rights Of Recovery Against Others Liability Insurance Form 80-02-2000 (Rsv. 4-01) We will waive the right of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived. those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. Contract Pags24of32 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC 00 0313 (Ed. 04-84) 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule State Person or Organization Job Description California This endorsement provides a blanket waiver of subrogation applicable to all jobs for persons or organizations whom the Named Insured has agreed by written contract to furnish this waiver. The charge for this endorsement shall be 5% of total manual premium, subject to a minimum premium of $250. This charge will be billed on your next invoice based on current manual premium, and the final charge will be calculated and billed at the final audit. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Republic Indemnity Company of California Company Number 27561 Insured Economic and Planning Systems, Inc. Policy Number Endorsement Number Endorsement Effective Printed On WC 00 0313 (Ed. 04-84) 161508-15 6 April 01, 2018 March 08, 2018 © 1983 National Council on Compensation Insurance. Countersigned by : _________ _ Insured Copy Tlw F:cml()111in o/'/,and lst' Economic & Planning Systems, Inc. 2501 Ninth Street, Suite 200 Berkeley, CA 94710-2257 5108419190tel 510 841 9208 fax Berkeley Denver Los Angeles Sacramento www.epsys.com UNANIMOUS WRITTEN CONSENT OF BOARD OF DIRECTORS OF ECONOMIC AND PLANNING SYSTEMS, INC. TO ACTION TAKEN IN LIEU OF MEETING Effective: May 15, 2012 The undersigned, being all of the members of the Board of Directors of Economic and Planning Systems, Inc., a California corporation (the "Corporation"), hereby approve the following resolutions and consent to their adoption, Appointment of Officers RESOLVED, that the following persons are appointed to the offices indicated next to their names for the period beginning May 15, 2012, and ending upon such persons resignation or removal by the Corporation: James R, Musbach: President David Zehnder: Vice President and Chief Financial Officer Darin Smith: Secretary //Signature page follows// Dlred:or Consent Appointment of Dmcers May 15, 2012 IN WITNESS WHEREOF, the undersigned, being the all of the directors of the Corporation, hereby execute this Consent as of the date first set forth above. This Consent may be executed In multiple counterparts, each of which shall be deemed to be an original and when taken together shall constitute one and the same Consent. James R, M usbach David Zehnder Darin Smith Telflon Rice-Evans ... 4~)~ Andrew Knudtsen