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Novoa Communications Inc; 2018-05-31;
City Attorney Approved Version 9/27/16 1 AMENDMENT NO. 1 TO AGREEMENT FOR PUBLIC INVOLVEMENT SERVICES NOVOA COMMUNICATIONS, INC. This Amendment No. 1 is entered into and effective as of the ______ day of ______________________________, 2020, amending the agreement dated May 31, 2018 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Novoa Communications, Inc., a corporation, (“Contractor") (collectively, the “Parties”). RECITALS A. On May 31, 2018, the Parties executed to the Agreement for public involvement and communication services; and B. The Parties desire to alter the Agreement to include FEMA Required Provisions. The City and Contractor shall comply with all applicable requirements of the Federal Emergency Management Agency (FEMA) which are outlined in Exhibit "B”, which is attached and incorporated by this reference. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed seventy-thousand dollars ($70,000.00) per agreement year. 2. The City and Contractor shall comply with all applicable requirements of the Federal Emergency Management Agency (FEMA) which are outlined in Exhibit "B”, which is attached and incorporated by this reference. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. // // // // // DocuSign Envelope ID: BEF15C81-64BF-4C45-A482-4DCBE1969154 8th June City Attorney Approved Version 9/27/16 2 5. The individuals executing this Amendment 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 Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Acting City Manager (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: BEF15C81-64BF-4C45-A482-4DCBE1969154 Melba Novoa President Melba Novoa President Secretary City Attorney Approved Version 9/27/16 3 EXHIBIT “A” SCOPE OF SERVICES Public Engagement and Facilitation Services On an as needed basis under the direction of the communication manager, provide public engagement and facilitation services and advice to include: Attend meetings with city staff to discuss upcoming opportunities for public engagement and facilitation. Design public involvement processes to meet city objectives, including online engagement. Make recommendations for engagement strategies, tools and approaches. Conduct interviews with city staff and stakeholders to obtain input on city programs and initiatives. Facilitate meetings with city staff and stakeholders. Draft reports summarizing engagement efforts. Public Outreach and Involvement Services Provide public outreach and involvement services as needed to implement city communication functions, including: Public information for city issues, events, projects and services Coordination of public outreach and involvement activities to promote awareness of and involvement in city programs, events, issues and services Production of city informational materials Coordination and promotion of special events and public meetings Writing news releases, articles, website content, fact sheets and informational descriptions of city issues, events, projects and services This task will be directed by the communications manager or community relations manager. Other Considerations All works submitted to and accepted by the city must be an original piece created by the contractor. All works submitted by the Contractor must be in standard U.S. English and adhere to the City of Carlsbad Writing Style Guide. All works must be submitted in Microsoft Word format and include a headline pertaining to the work in bold. The work should appear in a non-bolded Calibri, 12 point font. The City reserves the right to use all submitted works in current and/or future forms of current media and/or media to be developed. Total not to exceed $70,000 . DocuSign Envelope ID: BEF15C81-64BF-4C45-A482-4DCBE1969154 City Attorney Approved Version 9/27/16 4 EXHIBIT “B” Additional Terms and Conditions for FEMA Funded Agreements The following provisions are incorporated into the Agreement: 1. The contractor acknowledges Federal Emergency Management Agency (FEMA) financial assistance will be used to fund the contract only. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 2. The contractor shall not use the Department of Homeland Security (DHS) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 3. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the City of Carlsbad, contractor, or any other party pertaining to any matter resulting from the contract. 4. The contractor acknowledges that 31 U.S.C. Sections 3801-3812 (Administrative Remedies for False Claims and Statements) applies to the contractor’s actions pertaining to this contract. 5. Access to Records. The following access to records requirements apply to this contract: (A) The contractor agrees to provide the City of Carlsbad, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (B) The contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (C) The contractor agrees to provide the FEMA Administrator or authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. (D) In compliance with the Disaster Recovery Act of 2018 (Pub. L. No. 115-254, §§ 1201-1246 (2018)), the City of Carlsbad and the contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. 6. Suspension and Debarment (A) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that neither the contractor nor its principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). DocuSign Envelope ID: BEF15C81-64BF-4C45-A482-4DCBE1969154 City Attorney Approved Version 9/27/16 5 EXHIBIT “B” Additional Terms and Conditions for FEMA Funded Agreements (B) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (C) This certification is a material representation of fact relied upon by the City of Carlsbad. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of California or the City of Carlsbad, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (D) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 7. To the extent any Federally mandated provisions incorporated by Exhibit B conflict with other terms and provisions of this Agreement, the Federally mandated provision(s) shall prevail. DocuSign Envelope ID: BEF15C81-64BF-4C45-A482-4DCBE1969154 AGREEMENT FOR PUBLIC INVOLVEMENT SERVICES BETWEEN CITY OF CARLSBAD AND NOVOA COMMUNICATIONS INC. is made and entered into as of the 3/ 2::> -f:: day of ----'-+-+h-...ii..+-.::----' 20jg, by and between the CITY OF CARLSBAD, a municipal ( Ci ' , nd Novoa Communications Inc., a corporation, ("Contractor"). RECITALS City requires the professional services of a public involvement consultant experienced in providing public information and communication services to government entities. Contractor has the necessary experience in providing these professional services, 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 Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This Agreement will be effective for a period of three years from the date first above written. The Agreement may be extended for two additional one-year terms with the consent of both parties. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 3. Compensation. The total fee payable for the Services to be performed shall not exceed seventy thousand dollars ($70,000.00) per agreement year and shall be billed at the rate of seventy dollars ($70.00) per hour. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. 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 City Attorney Approved Version 6-2015 Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor 5. Ownership of Work(s). Excepting such items which are specifically identified by Contractor as proprietary trade secrets, any and all sketches, drawings, tracings, images (whether still or moving), audio sounds, recordings, notes, computations, writings, and other materials and documents (collectively "Work(s)") prepared by Contractor in the performance of this Agreement shall be the property of City from the moment of their preparation, and Contractor shall deliver such materials and documents to City, upon request. Contractor shall have the right to make duplicate copies of such materials and documents for its own file or for other purposes the City may agree as to in writing. 6. Titles and Copyright Assignment. Contractor and City intend this to be an Agreement for Services and each considers the deliverable product (Work) and results of the Services to be rendered by Contractor hereunder to be a work made-for-hire. Contractor acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City. If for any reason the Work would not be considered a work made-for-hire under applicable law, Contractor does hereby sell, assign, and transfer to City, its successors and assigns, the entire right, title and interest in and to the copyright in the Work and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. If the Work is one to which the provisions of 17 U.S.C. 106A apply, the Contractor hereby waives and appoints City to assert on the Contractor's behalf the Contractor's moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for City purposes. Contractor agrees to execute all required documents and to perform such other proper acts, as City may deem necessary to secure for City or its designee the rights herein assigned. 7. Indemnification for Intellectual Property Infringement. Contractor agrees to defend, indemnify and hold harmless City, its elected officials, employees and agents from and against any claim, action, proceeding, liability, loss, damage, cost or expense, including, without limitation, reasonable attorneys' fees, as provided herein, arising out of any claim that the Contractor's Works, products, services and/or deliverables, or any part of them, infringes upon or otherwise violates any copyright, trade secret, trademark, service mark, patent, invention, proprietary information, or other rights of any third party, or that City's use of them otherwise violates this Section [collectively referred to for purposes of this Section as "Infringement Claims(s)"], by paying all amounts that a court finally awards or that Contractor agrees to in settlement of such Infringement Claim(s}, as well as any and all expenses or charges arising from such Infringement Claim(s}, including reasonable attorneys' fees, as they are incurred by City or any other party indemnified under this Section. City Attorney Approved Version 6-2015 2 City also agrees that, if the use or operation of the Contractor's Works, products, services and/or deliverables, or any part of them, becomes, or in Contractor's opinion is likely to become, the subject of an Infringement Claim(s), City will permit Contractor, at Contractor's option and expense for all associated costs, either to procure the right for City to continue to use Contractor's Works, products, services and/or deliverables, or part thereof, or to replace or modify them with another item of comparable quality and performance capabilities to become non-infringing, provided such replacement or modification does not cause the product, services and/or deliverables, or any part thereof, to fail to comply with any of the requirements of this Agreement, including but not limited to, all functionality, technical specifications and performance warranties. In the event City's ongoing use of Contractor's Work's, products, services and/or deliverables, or any part of them, is the subject of any act by a third party arising from an Infringement Claim that would preclude or impair City's use of Contractor's Works, products, services and/or deliverables (e.g., injunctive relief), or if City's continued use of them may subject it to punitive damages or statutory penalties, City shall give written notice to Contractor of such fact(s). Upon notice of such facts, Contractor shall procure the right for City to continue to use the Works, products, services and/or deliverables, or part thereof, or replace or modify the Works, products, services and/or deliverables of comparable quality and performance capabilities to become non-infringing. If Contractor fails to complete the remedial acts set forth above within forty-five (45) calendar days of the date of the written notice from City, City shall have the right to take such remedial acts it determines to be reasonable to mitigate any impairment of its use of Contractor's Works, products, services and/or deliverables or damages (hereafter referred to as "City's Remedial Acts"). Contractor shall indemnify City for all amounts paid and direct and indirect costs associated with City's Remedial Acts. Failure by Contractor to pay such amounts within ten (10) calendar days of invoice by City shall, in addition to and cumulative to all other remedies, entitle City to immediately withhold payments due Contractor under this Agreement up to the amount paid in connection with City's Remedial Acts. 8. Indemnification -General. 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 in whole or in part by any willful misconduct or negligent act or omission 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. 9. 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 City Attorney Approved Version 6-2015 3 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. 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 Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. City Attorney Approved Version 6-2015 4 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. Conflict of Interest. Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesD No~ 12. Compliance With Laws. Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 13. 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 and/or U.S. Mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 14. 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 City Attorney Approved Version 6-2015 5 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. 15. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 16. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 17. Amendments This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 18. 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. 19. 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. I I I I I I I I I I I I I I I City Attorney Approved Version 6-2015 6 CONTRACTOR •sy: dflp;;;;;;) (Sign here) l)z1.,lba YiCVMd, {!};,nne.V-: (Print name/fifle) (Sign here) tufbc, 1 )//4) V(!) c___ ' (Print narne/title) n-0\fc'rJ:. 01\'.'..,tb a f J NLai l ccvn (e-mail address) , CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: , 1~ Km 7Zhrv1. BARBARA ENGLESON /)-zr-r..._ 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 By:~M.{_1~~~ Assistant City Attorney City Attorney Approved Version 6-2015 7 EXHIBIT "A" SCOPE OF SERVICES Public Engagement and Facilitation Services On an as needed basis under the direction of the communication manager, provide public engagement and facilitation services and advice to include: • Attend meetings with city staff to discuss upcoming opportunities for public engagement and facilitation. • Design public involvement processes to meet city objectives, including on line engagement. • Make recommendations for engagement strategies, tools and approaches. • Conduct interviews with city staff and stakeholders to obtain input on city programs and initiatives. • Facilitate meetings with city staff and stakeholders. • Draft reports summarizing engagement efforts. Public Outreach and Involvement Services Provide public outreach and involvement services as needed to implement city communication functions, including: • Public information for city issues, events, projects and services • Coordination of public outreach and involvement activities to promote awareness of and involvement in city programs, events, issues and services • Production of city informational materials • Coordination and promotion of special events and public meetings • Writing news releases, articles, website content, fact sheets and informational descriptions of city issues, events, projects and services This task will be directed by the communications manager or community relations manager. Other Considerations • All works submitted to and accepted by the city must be an original piece created by the contractor. • All works submitted by the Contractor must be in standard U.S. English and adhere to the City of Carlsbad Writing Style Guide. • All works must be submitted in Microsoft Word format and include a headline pertaining to the work in bold. The work should appear in a non-bolded Calibri, 12 point font. • The City reserves the right to use all submitted works in current and/or future forms of current media and/or media to be developed. Total not to exceed $70,000 City Attorney Approved Version 6-2015 8 ACORD• CERTIFICATE OF LIABILITY INSURANCE I DA Tl! IMM/ODIYYYY) ~ 05/17/2018 THIS CERTIFICATE IS ISSUED AS A··MATIER 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 ADDmONAL INSURED, the policy(in) 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 dON not cont.r rights to the certificate holder In lieu of such endorsementfs). l'RODUCl!R ~~ Linda Newell StateFann LINDA NEVVELL ~.t ., .... (858)481-1436 J FAX (858)481-1962 i.i.i,; Nol: A. STATE FARM INSURANCE ~=--· SERVICE@SFNEVVELL.COM ·--~ 993 LOMAS SANTA FE DRIVE STE F INSURr:JHSI AFFORDING COVERAGE NAIC# SOL.ANA BEACH CA 92075 INSURl!R A: State Fann General Insurance Company 25151 IISUM!D INSURER 8 : State Fann Mutual Automobile Insurance Company 25178 NOVOA COMMUNICATIONS INC INSURERC: 2025 WESTWOOD DRIVE INSURl!R D: CARLSBAD, CA 92008 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWTHSTANDING ANY REQUIREMENT, TERM OR CONDmON OF ANY CONTRACT OR OTHER DOCUMENT IMTH RESPECT TO ll'MICH 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 SHOINN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ~ TYPE OF INSURANCE POLICY~ POLJc.,. ~ LIMITS , .. an -POLICY NUMBER . ~ COIIIMERQAL GENERAL LIA8ILITY y y 90-84-Y530-2 05/08/2018 05/22/2019 EACH OCCURRENCE $ 2,000,000 7 CLAIMS-MADE IZ] OCCUR ' i='~~J 'i'E~~I $ i MED EXP IAnv one o.sonl s 5,000 ------A PERSONAL & ADV INJURY s 2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 4,000,000 9 POLICY [XI ~S= o LOC PRODUCTS -COMP/OP AGG s 4,000,000 OTHER: $ AUTOIIOIIILI! LIA8LJTY -----~~ SIM>LE LIMIT $ AN'fAlffO BODILY INJURY (Per panon) s -OIM-IED -SCHEDULED AlffOSONLY -AlffOS BODILY INJURY (Per accldantj $ -HIRED NON-OY,,NED 'FROPERTY _!>AfMGE ----· AUTOS ONLY AlffOS ONLY $ --s UMIIR8LLA UAB HOCCUR EACH OCCURRENCE s -EXCESSUAB CLAIMS-MADE AGGREGATE s OED I I RETENTION s s WORKERS COIIPl!NSATION I sf~TUTE I I ~~H-AND EMPt.OYEtS' LIABUTY Y/N AWf PROPRIETOR/PARTNER/EXECUTIVE D N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE S ~es,descnbeunder SCRIPTION OF OPERATIONS belOw E.L DISEASE -POLICY LIMIT s DESCRP110N OF OPeRATIONS / LOCATIONS I Vl!HICI.ES !ACORD 101, Addltlonll Remalb Scllldule, may be attached 11-apace I• 19qwNCI) Business Office PoHcy Location; 2025 WESTWOOD DRIVE, CARLSBAD, CA 92008 CERTIFICATE HOLDER CITY OF CARLSBAD ITS OFFICIALS, EMPLOYEES & VOLUNTEERS 1200 CARLSBAD VILLAGE DR CARLSBAD CA 92008 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELNERED IN ACCORDANCE WITH ntE POLICY PROVISIONS. AU1HORIZED REPRESl!NTA nghts reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 1001<186 132849.11 03--08-2016 I ui;;;vL"'nA I IUN:::i {l,;UNTINUED) Office Policy for NOVOA,.i MELBA Policy Number 9u-C5-P373-0 SCHEDULE OF ADDITIONAL INTERESTS Interest Type: Addi Insured-Section II Endorsement#: CMP4797 loan Number: N/A CITY OF CARLSBAD ITS OFFICIALS EMPLOYEES & VOLUNTEERS 1200 CARLSBAD VILLAGE DR CARLSBAD CA 920081989 This policy is issued by the State Farm General Insurance Company. Participating Policy You are entitled to participate in a distribution of the earnings of the company as determined by our Board of Directors in accordance with the Company's Articles of Incorporation, as amended. In Witness Whereof, the State Farm General Insurance Company has caused this policy to be signed by its President and Secretary at Bloomington, Illinois. ~m-~ 4~cP4 Secretary President IMPORTANT NOTICE: California law requires us to provide you with information for filing complaints with the State Insurance Department regarding the coverage and service provided under this policy. Your agent's name and contact information are provided on the front of this document. Another option is to reach out by mail or phone directly to: State Farm®' Executive Customer Service PO Box2320 Bloomington IL 61702 Phone# 1-800-STATEFARM (1-800-782-8332) Department of Insurance complaints should be filed only after you and State Farm or your agent or other company representative have failed to reach a satisfactory agreement on a problem. California Department of Insurance Consumer Services Division 300 South Spring Street Los Angeles, CA 90013 Phone# 1-800-927-HELP (4357) or visit www.insurance.ca.gov/01-consumers Prepared APR 30 2018 CMP-4000 020408 290 E © Copyright, State Farm Mutual Automobile Insurance Company, 20D8 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 6 -···--·. --~-... UL.VVIV///V\:J/L//V, ILLIIVUl::i UC\.,LPll1A I IUN::S AIVlt::NlJED MAY 22 2018 Po Box 853925 R1cliardson, TX 75085-3925 Policy Number 90-C5-P373-0 M-12-0305-FB2F F U Policy Period !Effective Data Expiration Date 12 Months MAY 22 2018 MAY 22 2019 001996 3123 Named Insured the policy period begins and ends at 12:01 am standard time atthe premises location. NOVOA, MELBA 2025 WESTWOOD DR CARLSBAD CA 92008-1143 Office Policy Agent and Mailing Address LfNDA NEWELL 993 LOMAS SANTA FE DR STE F SOLANA BEACH CA 92075-2135 PHONE: (858) 481-1436 Automatic Renewal -If the policy period is shown as 12 months, this policy will be renewed automatically subject to the premiums, rules and forms in effect for each succeeding policy period. If this policy is terminated, we will give you and the Mortgagee/Lienholder written notice in compliance with the policy provisions or as required by law. !Entity: Individual Reason for Declarations: Your policy is amended MAY 22 2018 Endorsement Premium Prepared APR 30 2018 CMP-4000 020406 290 ADDL INSURED INFORMATION CHANGED PREMIUM ADJUSTMENT FORM CMP-4797 CHANGED None © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Continued on Reverse Side of Page Page 1 of 6 E=----------------------------------~'"""-'='" ~-~~-,- '"''-'-'L-Mnl-\ I IVl'4~ ll,;UN I INUED) Office Policy for NOVOA..? MELBA Policy Number 9u-C5-P373-0 SECTION I -PROPERTY SCHEDULE I Location Location of Limit of Insurance* Number Described Premises Coverage A- Buildings 001 2025 WESTWOOD DR No Coverage CARLSBAD CA 92008-1143 Limit of Insurance* Seasonal Increase- Covera~e B -Business Business ersonal Personal Property Property $ 5,200 25% * As of the effective date of this policy, the L1m1t of Insurance as shown includes any increase in the limit due to Inflation Coverage. SECTION I -INFLATION COVERAGE INDEX(ES) Gov A -Inflation Coverage Index: N/A Cov B -Consumer Price Index: 247.9 SECTION I -DEDUCTIBLES Basic Deductible Special Deductibles: Money and Securities Equipment Breakdown $1,000 $250 $1,000 Other deductibles may apply -refer to policy. Employee Dishonesty Prepared APR 30 2018 CMP-4000 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 020406 Continued on Next Page $250 Page 2 of 6 ----·-··---------------------------------- ----n• ..... , IVl'llv \vVI\! 111\!Uli::.D) Office Policy for NOVOA..1 MELBA Policy Number 9u-C5-P373-0 SECTION I· EXTENSIONS OF COVERAGE • LIMIT OF INSURANCE -EACH DESCRIBED PREMISES The coverages and corresponding limits shown below apply separately to each described premises shown nm these Declarations, unless indicated by "See Schedule." If a coverage does not have a correspornoling limit shown below, but has "Included" indicated, please refer to that policy provision for an e)(planatiollll of fl!1at coverage. COVERAGE Accounts Receivable On Premises Off Premises Arson Reward Back-Up Of Sewer Or Drain Collapse Damage To Non-Owned Buildings From Theft, Burglary Or Robbery Debris Removal Equipment Breakdown Fire Department Service Charge Fire ExNnguisher Systems Recharge Expense Forgery Or Alteration Glass Expenses Increased Cost Of Construction And Demolition Costs (applies only when buildings are insured on a replacement cost basis) Money And Securities (Off Premises) Money And Securities (On Premises) Money Orders And Counterfeit Money Newly Acquired Business Personal Property (applies only if this policy provides Coverage B -Business Personal Property) Newly Acquired Or Constructed Buildings (applies only if this policy provides Coverage A -Buildings) UMff OF i!\IISURANCIE $50,000 $i 5,000 $5,000 $15,000 Included Coverage B Limit 25% of covered loss Included $5,000 $5,000' $i0,000 Included 10% $5,000 $10,000 $i ,000 $"100,000 $250,000' Prepared APR 30 20i 8 CMP-4000 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 020407 290 E Continued on Reverse Side of Page Page 3 of 6 v, m,;1= ,-,oucy tor NOVOA.z MELBA !Policy Number 9u-C5-P373-0 Ordinance Or Law -Equipment Coverage Outdoor Property Personal Effects (applies only to those premises provided Coverage B -Business Personal Property) Personal Property Off Premises Pollutant Clean Up And Removal PreseNation Of Property Property Of Others (applies only to those premises provided Coverage B -Business Personal Property) Signs Unauthorized Business Card Use Valuable Papers And Records On Premises Off Premises Water Damage, Other Liquids, Powder Or Molten Material Damage SECTION I • EXTENSIONS OF COVERAGE· LIMIT OF INSURANCE -PER POLICY Included $5,000 $5,000 $i5,000 $10,000 30 Days $2,500 $2,500 $5,000 $50,000 $15,000 Included The coverages and corresponding limits shown below are the most we wm pay regardless of the nio..nmbe, o'\' described premises shown in these Declarations. COVERAGE Dependent Property -Loss Of Income Employee Dishonesty Utility Interruption -Loss Of Income Loss Of Income And Extra Expense UMffOF INSURANCE $5,000 $10,000 $i0,000 Actual Loss Sustained -12 Months Prepared APR 30 2018 CMP-4000 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 020407 Continued on Next Page Page 4 of 6 ---····---------------------- DECLARATIONS (CONTINUED) Office Policy for NOVO~ MELBA Policy Number 9u-C5-P373-0 SECTION II -LIABILITY COVERAGE Coverage L -Business Liability Coverage M -Medical Expenses (Any One Person) Damage To Premises Rented To You AGGREGATE LIMITS Products/Completed Operations Aggregate General Aggregate IVI iC.U'+UO UMITOF INSURANCE $2,000,000 $5,000 $300,000 LIMIT OF INSURANCE $4,000,000 $4,000,000 Each paid claim for Liability Coverage reduces the amount of insurance we provide during the applicable annual period. Please refer to Section II -Liability in the Coverage Form and any attached endorsements. Your policy consists of these Declarations, the BUSINESSOWNERS COVERAGE FORM shown below, and any other forms and endorsements that apply, including those shown below as well as those issued subsequent to the issuance of this policy. FORMS AND ENDORSEMENTS CMP-4101 CMP-4797 CMP-4819.1 FE-6999.2 CMP-4705.1 CMP-4710 CMP-4709 CMP-4698 CMP-4704 CMP-4703 CMP-4721 FD-6007 Prepared APR 30 2018 CMP-4000 020408 290 E Businessowners Coverage Form *Addi lnsd Controlling Interest Unauthorized Business Card Use Terrorism Insurance Cov Notice Loss of Income & Extra Expnse Employee Dishonesty Money and Securities Back-Up of Sewer or Drain Dependent Prop Loss of Income Utility Interruption Loss lncm Ex Personal Advertising Injury Inland Marine Attach Dec * New Form Attached © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Continued on Reverse Side of Page Page 5 of 6 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Kristina Ray, communications department (Name and Department) April 24, 2018 Date Proposed modification(s) to the PL requirement(s) for Novoa Communications (Type of insurance) (Name of contract) D Reduce coverage to the amount of ~ Waive coverage D Other: ------------------------------------- FACTOR(S) IN SUPPORT OF MODIFICA TION(S) (check those that apply) 0Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] _______ _ 0S ignificance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number re.\ponded (f applicable} ___________ _ ~Contract Amount/Term of Contract: $70,000. Work will be completed over a period of 0Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. ~Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): The scope of work is primarily advisory in nature (developing recommendations, creating recommended language for materials, etc.). City staff has expertise to adequately evaluate contractor's recommendations, and staff can control the results of the project. Contractor will present ideas and drafts for the city to evaluate, fact check, finalize and distribure. Contractor will not have access to city channels of communication. In addition, the city attorney has prepared a contract template for communication contractors with language addressing the creation and use of intellectual ro ert . Approved by Risk Manager for this contract only: (Signature) (Date) 11:\ WORD\lnsurance\Admin Order #68 waiver modify insurance requirements.doc CERTIFICATE OF EXEMPTION WORKERS' COMPENSATION/EMPLOYERS' LIABILITY INSURANCE I, _m-'---+--"-'-01~\ IJ.___._Q_-+-'f'3~0___,.\,r-"'tO~CA ......... __ , am the ~®~W_l.[l,.,~e.r~------- [insert name] [title] of N {)\[OQ CJ)v)'\~Yl,vf\;\COhOYbI hereby certify that _N~o~\J..,..,1(,..._'l ~C-o~m~m~u~cv'---'1 ....... c_c24'-J~7·'~o~M~_ [ name of company] [ name of company] has no employees and is not required by law to maintain workers' compensation or employers' liability insurance. Should ~ c)\/ 0 C\ C?o yY\V}'\0 v:u'ccJ-ijc)(L,j [ name of company] employ any person during the term of the Agreement with the City of Carlsbad for C:DffivY}IJVlA CAriO/L.$ ~ e>ut<~~ [ description of project or work that is being contracted] then workers' compensation and employers' liability insurance will be obtained. [Name] / u<l_J 06/15/2006 25