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Home My WebLink AboutMotivational Systems Inc; 2013-07-26;City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 3 TO EXTEND THE AGREEMENT FOR KIOSK SIGN PROGRAM SERVICES MOTIVATIONAL SYSTEMS, INC. This Amendment No. 3 is entered into and effective as of the __2nd_____ day of _______July____________________, 2020 extending the agreement dated July 26, 2013 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Motivational Systems, Inc., a California Corporation, (“Contractor") (collectively, the “Parties”) for kiosk sign program services. RECITALS A. On July 26, 2013, the Parties executed the Agreement to implement subdivision kiosk sign programs; and B. On July 2, 2018, the Parties executed Amendment No. 1 to the Agreement for kiosk sign program services; and C. On June 27, 2019, the Parties executed Amendment No. 2 to the Agreement for kiosk sign program services; and D. 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 July 26, 2021. 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. /// /// /// /// /// City Attorney Approved Version 1/30/13 2 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. MOTIVATIONAL SYSTEMS, INC., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Scott Chadwick City Manager Andrew P. Cabrera/V.P. (print name/title) ATTEST: By: (sign here) Tammy McMinn for BARBARA ENGLESON Tony F. Young/President 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: 1FECFC71-487F-4827-BBC7-71C95734E31C ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD VSZAFRANSKI 06/21/2018 MOTISYS-02 A 6023673601 A 6023673629 B M1069508 A 6023673615 1,000,000 1,000,000 1,000,000 10,000 2,000,000 2,000,000 2,000,000 1,000,000 2,000,000 15,000 300,000 2,000,000 WASH STOP LOSS 1,000,000 X X X X X X X X License # 0525512 01/01/2018 01/01/2019 01/01/2018 01/01/2019 01/01/2018 01/01/2019 01/01/2018 01/01/2019 All Operations Certificate Holder is included, when required by written contract, as additional insured for ongoing and completed operations, with waiver of subrogation, and primary and non-contributory language with respects to the General Liability, and as additional insured with waiver of subrogation with respects to the auto liability, and with waiver of Subrogation under the Worker's Compensation Coverage per the attached forms. *This certificate supersedes the previously issued certificate* Teague Insurance Agency, Inc. 4700 Spring St., #400La Mesa, CA 91942-0275 (619) 668-4715(619) 464-6851 City of Carlsbad, Its officials, employeesand volunteers 1635 Faraday Ave Carlsbad, CA 92008 Motivational Systems Inc 2200 Cleveland Ave. National City, CA 91950 Valley Forge Insurance Company Zenith Insurance Company 20508 13269 X info@teagueins.com N X X DocuSign Envelope ID: 1FECFC71-487F-4827-BBC7-71C95734E31C DocuSign Envelope ID: 1FECFC71-487F-4827-BBC7-71C95734E31C DocuSign Envelope ID: 1FECFC71-487F-4827-BBC7-71C95734E31C DocuSign Envelope ID: 1FECFC71-487F-4827-BBC7-71C95734E31C DocuSign Envelope ID: 1FECFC71-487F-4827-BBC7-71C95734E31C DocuSign Envelope ID: 1FECFC71-487F-4827-BBC7-71C95734E31C WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY THE ZENITH BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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 any person or organization with whom you have a written contract that requires you to obtain this agreement from us. The additional premium for this endorsement shall be 2% of the California workers compensation premium otherwise due. Minimum Premium: $0 This endorsement changes the policy to which it is attached and is effective on the policy effective date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) ZENITH INSURANCE COMPANY - 13145 Endorsement Effective 01/01/18 Insured MOTIVATIONAL SYSTEMS, INC. [A CORPORATION] Policy No.M1069508 CA Policy Period 01/01/18 TO 01/01/19 Issued On 12-20-17 At SAN DIEGO, CA WC 99-04-25B (Ed. 10-07) DocuSign Envelope ID: 1FECFC71-487F-4827-BBC7-71C95734E31C DocuSign Envelope ID: 1FECFC71-487F-4827-BBC7-71C95734E31C DocuSign Envelope ID: 1FECFC71-487F-4827-BBC7-71C95734E31C AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR KIOSK SIGN PROGRAM SERVICES MOTIVATIONAL SYSTEMS, INC. J This Amendment No. 2 is entered into and effective as of the ~J-t;/Jday of \.... l bO '2 , 2019, extending the agreement dated July 26, 2013 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Motivational Systems, Inc., a California Corporation, ("Contractor") (collectively, the "Parties") for kiosk sign program services. RECITALS A. On July 26, 2013, the Parties executed the Agreement to implement subdivision kiosk sign programs; and B. On July 2, 2019, the Parties executed Amendment No.1 to the Agreement for kiosk sign program services; and C. 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 July 26, 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 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. MOTIVATIONAL SYSTEMS, INC., a California corporation By: CITY OF CARLSBAD, a municipal corporation of the State of California By: ayor or Director ATTEST: u,}ITJ(. la Rnl7/k, Ad BARBARA ENGLESON tf1cityClerk 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: CELIAA. BREWER, City Attorney City Attorney Approved Version 1 /30/13 2 ~ MOTISYS-02 OOUERIONES ACORD .. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 12/28/2018 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 2~~I~CT Tea8ue Insurance A8ency, Inc. rit:8.NJo, Ext): (619) 464-6851 I rie~. No):(619) 668-4715 470 Sprini St., #40 ~~n"db,.,..info@teagueins.com La Mesa, C 91942-0275 INSURERISI AFFORDING COVERAGE NAIC# INSURER A: Vallev Forae Insurance Comoanv 20508 ------------ INSURED INSURER B: National Fire Insurance 20478 Motivational Systems Inc INsuRER c, Continental Casualtv Comoanv 20443 2200 Cleveland Ave. INSURER D ,Zenith Insurance Comoanv 13269 National City, CA 91950 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT \NITH 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 NUMBER POLICY EFF POLICY EXP LIMITS I Tl> ,,.,~n lun,n .. , A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 ~ :=J CLAIMS-MADE [!] OCCUR ~~~~~~~9E~~~!~.~nce\ X X 6023673615 1/1/2019 1/1/2020 $ 300,000 MED EXP (Anv one oerson\ $ 15,000 ~ 2,000,000 PERSONAL & ADV INJURY $ ~ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ H POLICY [!] ~f8f □ LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: WASH STOP LOSS $ B AUTOMOBILE LIABILITY PF~".!~~~~~ti"INGLE LIMIT $ 1,000,000 X ANY AUTO 6023673629 1/1/2019 1/1/2020 BODILY INJURY (Per oerson) $ ~ OWNED ~ SCHEDULED ~ AUTOS ONLY f--AUTOS BODILY INJURY (Per accident\ $ -t!Lfl/ffi; ONLY -~&{t~~~Jt~ rt.OPERTY t?AMAGE er accident $ $ C X UMBRELLA LIAB J=1 OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LIAB . . . . CLAIMS-MADE 6023673601 1/1/2019 1/1/2020 AGGREGATE $ 2,000,000 -;;E~rxi RET~~TI~~$ 10,000 $ ./ D WORKERS COMPENSATION !_ I ~yf TUTE [_ I ~~H-AND EMPLOYERS" LIABILITY Y/N X M1069509 1/1/2019 1/1/2020 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE □ _Ec.h_ EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory In NH) E.L DISEASE -EA EMPLOYEE $ 1,000,000 ~~S~~~tf~8~ ~f;PERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space lo required) All Operations Certificate Holder is included, when required by written contract, as additional insured for ongoing and completed operations, with waiver of subrogation, and primary and non-contributory language with respects to the General Liability, and as additional insured with waiver of subrogation with respects to the auto liability, and with waiver of Subrogation under the Worker's Compensation Coverage per the attached forms. *This certificate supersedes the previously issued certificate* CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad, Its officials, employeesand volunteers THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1635 Faraday Ave ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I ~ ~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ----!!!!!!!!!!!!!!! CNA PARAMOUNT I Additional Insured -Owners, Lessees or Contractors -Scheduled Person or Organization Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY SCHEDULE Name of Additional Insured Person(s) Or Organization(s) Location(s) of Covered Operations City of Carlsbad, Its officials, employees and volunteers 1635 Faraday Ave Carlsbad, CA 92008 Information required to complete Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additionalinsured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: Includes copyrighted material of Insurance Services Office, Inc., with its permission CG2010 07-04 Page 1 of 2 Policy No: 6023673615 Endorsement No: VALLEY FORGE INSURANCE COMPANY Insured Name: MOTIVATIONAL SYSTEMS INC Copyright CNA All Rights Reserved Effective Date: 1 /1 12019 iiiiiiii = CNA PARAMOUNT I Additional Insured -Owners, Lessees or Contractors -Scheduled Person or Organization Endorsement This insurance does not apply to: bodily injury or property damage occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Includes copyrighted material of Insurance Services Office, Inc., with its permission Policy No: CG2010 07-04 Page 2 of 2 Endorsement No: VALLEY FORGE INSURANCE COMPANY Insured Name: MOTIVATIONAL SYSTEMS INC Copyright CNA All Rights Reserved. Effective Date 6023673615 1/1/2019 CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named lnsured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named lnsured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75101XX (1-15) Page 14 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: MOTIVATIONAL SYSTEMS INC Policy No: 6023673615 Endorsement No: Effective Date: 11112019 Copyright CNA All Rights Reserved. Includes ccpyrighted material of Insurance Services Office. Inc .. with its permission. ~ CNA CNA PARAMOUNT Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. unless paragraph B. below applies, 1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named lnsured's ongoing operations as specified in such written contract; or 2. bodily injury or property damage caused in whole or in part by your work and included in the products- completed operations hazard, and only if a. the written contract requires the Named Insured to provide the additional insured such coverage; and b. this coverage part provides such coverage. B. bodily injury, property damage, or personal and advertising injury arising out of your work described in such written contract, but only if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037. II. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: ; A. coverage broader than required by the written contract; or ~ B. a higher limit of insurance than required by the written contract. ~ § Ill. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property § damage, or personal and advertising Injury arising out of: iiiiiii iiiiiii -iiiiiiiiiiiiii - A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, if this insurance is required by written CNA75079XX (1-15) Page 1 of 2 VALLEY FORGE INSURANCE COMPANY Insured Name: MOTIVATIONAL SYSTEMS INC Policy No: 6023673615 Endorsement No: Effective Date: 1; 112 o 19 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office. Inc. with its permission. CNA CNA PARAMOUNT Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement contract to be primary and non-contributory, this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (1-15) Page 2 of 2 VALLEY FORGE INSURANCE COMPANY Insured Name: MOTIVATIONAL SYSTEMS INC Policy No: 6023673615 Endorsement No: Effective Date: 1 / 1 / 2 o 1 9 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc .. with its permission. POLICY NUMBER C 6023673629 POLICY CHANGES INSURED NAME AND ADDRESS MOTIVATIONAL SYSTEMS INC 2200 CLEVELAND AVE. NATIONAL CITY, CA 91950-6412 ENDORSEMENT EFFECTIVE 1/1/2019 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. It is agreed that the Waiver of Subrogation has been added in favor of the following name(s): Form#: CA0444 Title: WAIVER OF SUBROGATION Name: ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRI'ITEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Form#: Title: Name: Chairman ol the Board G-56015-B (ED. 11/91) POLICY NUMBER: 6023673629 COMMERCIAL AUTO CA 20 4802 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effec6ve: 11112019 Countersigned By: Named Insured: Motivational Systems, Inc. SCHEDULE Name of Person(s) or Organization(s) ( Authorized Reoresentative Any person or organization you have agreed in a written contract or written agreement to add as an additional insured on this Coverage Part, provided the written contract or written agreement was executed prior to: a. The "bodily injury" or "property damage"; or b. The offense that caused the "personal and advertising injury for which the additional insured seeks coverage under this Coverage Part. The written contract or written agreement must pertain to your ongoing operations for the additional insured, and must specifically require additional insured status according to the provisions of CA 20 48. But notwithstanding the above, no person or organization is an additional insured for professional architectural or engineering services provided at or for the Location(s) of Covered Operations. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA 2048 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY THE ZENITH BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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 any person or organization with whom you have a written contract that requires you to obtain this agreement from us. The additional premium for this endorsement shall be 2% of the California workers compensation premium otherwise due. Minimum Premium: $0 This endorsement changes the policy to which it is attached and is effective on the policy effective date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01101119 Insured MOTIVATIONAL SYSTEMS, INC. [A CORPORATION] Policy No. M1069509 CA Policy Period 01/01/19 TO 01/01/20 Issued On 12-17-18 At SAN DIEGO, CA WC 99-04-258 (Ed. 10-07) ZENITH INSURANCE COMPANY-13145 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR KIOSK SIGN PROGRAM SERVICES MOTIVATIONAL SYSTEMS, INC. This Amendment No. 1 is entered into and effective as of the ~ day of ~c"'\ ~ , 2018, extending the agreement dated July 26, 2013 (the "Agreement~by and between the City of Carlsbad, a municipal corporation, ("City"), and Motivational Systems, Inc., a California Corporation, ("Contractor") (collectively, the "Parties") for kiosk sign program services. RECITALS A. On July 26, 2013, the Parties executed the Agreement to implement subdivision kiosk sign programs; and B. 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 July 26, 2019. 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 /II 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. MOTIVATIONAL SYSTEMS, INC., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: ger or Mayor or Director J..---- ATTEST: BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 1/30/13 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • 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' S:a. Q [) euD On.June ;Jr:?,dOl~ beforeme,b\C\V\CC\ (So\(~ Na-\-ar"1t\Abl1(,, Date ~ Here Insert Name and Title of the btticer personally appeared -~-+--()~n~'{-+--~f_. ---l----t-"-O_vl~Yl~g_-+----------------- NJrne(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signatur~l.6 Signature of Notary Public ---------------oPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Sign::(s) Signer's Name: TD\"'-l F. _:j_ \)\AY, § Signer's Name: ___________ _ 'iX..Corporate Officer -Title(s): _______ I I Corporate Officer -Title(s): ______ _ I I Partner -D Limited I J General I I Partner -[] Limited I I General ! 1 Individual IJ Attorney in Fact I l Individual 17 Attorney in Fact 1 1 Trustee IJ Guardian or Conservator I I Trustee I I Guardian or Conservator I : Other:_______________ I l Other: ______________ _ Signer Is Representing: _________ Signer Is Representing: ________ _ • ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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 (_5 Q (\ LJ\.,.lJ~f) , ) o0lv\Di-~ .. du\b beforeme,b\llhCCl So\1S,t J\}o\:mirJ 'BA/0\iu, Date .\ , Here Insert Name and Title of the Officer personally appeared \,,_lOS-epn __j' cjOYdOl V) Name(s) of Signer(s) 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. Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Sign~,,t_,,\ ~ature of Notary Public ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Cla~med by Signer(s) , Signer's Name:'-\D~ _J2V'\ 1,, ~ • (, \t,~~ Signer's Name: ___________ _ [q(corporate Office~Tille(s): _______ U Corporate Officer -Title(s): ______ _ l l Partner -[l Limited D General D Partner -D Limited D General D Individual [J Attorney in Fact D Individual D Attorney in Fact [J Trustee [7 Guardian or Conservator [J Trustee [J Guardian or Conservator [J Other:______________ D Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: ________ _ • ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 _____, MOTISYS-02 VSZAFRANSKI ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) ~ 06/21/2018 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 riahts to the certificate holder in lieu of such endorsement(s). PRODUCER License# 0525512 CONTACT NAME: Tea3ue Insurance A3ency, Inc. rtgNJo, Ext): (619) 464-6851 I FAX 470 Spring St., #40 (A/C, No):(619) 668-4715 La Mesa, CA 91942-0275 i~DAJ~ss: info@teagueins.com INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: Vallev Forae Insurance Comoanv 20508 INSURED INSURER B: Zenith Insurance Comoanv 13269 Motivational Systems Inc INSURERC: 2200 Cleveland Ave. INSURERD: National City, CA 91950 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTVIIITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT \MTH 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. l~J: TYPE OF INSURANCE ~.?.Pr\-1~.'1-~~ POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMM!=RCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -D CLAIMS-MADE [K] OCCUR X X 6023673615 01/01/2018 01/01/2019 ~~~t*~J9E~~~~.Pence\ $ 300,000 MED EXP /Anv one oerson) $ 15,000 - PERSONAL & ADV INJURY $ 1,000,000 - R'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 [K] PRO-D 2,000,000 POLICY JECT LOC PRODUCTS -COMP/OP AGG $ OTHER: WASH STOP LOSS $ A AUTOMOBILE LIABILITY i~~~~~~llNGLE LIMIT $ 1,000,000 f--X ANY AUTO 6023673629 01/01/2018 01/01/2019 BODILY INJURY !Per nerson) $ f--OWNED -SCHEDULED -AUTOS ONLY f--AUTOS BODILY INJURY !Per accident) $ -~LRT'Ws ONLY f--~era~1~ )p~9~b'c~le~t~AMAGE $ $ A X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 2,000,000 -6023673601 ' 01/01/2018 01/01/2019 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ v DED I X I RETENTION$ 10,000 F $ B WORKERS COMPENSATION Xl ~-ffTUTE l l OTH-AND EMPLOYERS' LIABILITY ER YIN X M1069508 01/01/2018 01/01/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE [[] E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) All Operations Certificate Holder is included, when required by written contract, as additional insured for ongoing and completed operations, with waiver of subrogation, and primary and non-contributory language with respects to the General Liability, and as additional insured with waiver of subrogation with respects to the auto liability, and with waiver of Subrogation under the Worker's Compensation Coverage per the attached forms. *This certificate supersedes the previously issued certificate* CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad, Its officials, employeesand volunteers THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Ave Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I ~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named lnsured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named lnsured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75101XX (1-15) Page 14 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: MOTIVATIONAL SYSTEMS INC Policy No: 6023673615 Endorsement No: Effective Date: 01/01/2010 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its penmission. -;;;;;;;;;;;;a -iiiiiiii CNA CNA PARAMOUNT Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. unless paragraph B. below applies, 1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named lnsured's ongoing operations as specified in such written contract; or 2. bodily injury or property damage caused in whole or in part by your work and included in the products- completed operations hazard, and only if a. the written contract requires the Named Insured to provide the additional insured such coverage; and b. this coverage part provides such coverage. B. bodily injury, property damage, or personal and advertising injury arising out of your work described in such written contract, but only if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037. II. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. Ill. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, if this insurance is required by written CNA75079XX (1-15) Page 1 of 2 VALLEY FORGE INSURANCE COMPANY Insured Name: MOTIVATIONAL SYSTEMS INC Policy No: 6023673615 Endorsement No: Effective Date: 01/01/2010 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement contract to be primary and non-contributory, this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (1-15) Page 2 of 2 VALLEY FORGE INSURANCE COMPANY Insured Name: MOTIVATIONAL SYSTEMS INC Policy No: 6023673615 Endorsement No: Effective Date: 01/01/2010 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. iiiiiiii !!!!!!!! -!!!!!!!! - -- POLICY NUMBER C 6023673629 POLICY CHANGES INSURED NAME AND ADDRESS MOTIVATIONAL SYSTEMS INC 2200 CLEVELAND AVE. NATIONAL CITY, CA 91950-6412 ENDORSEMENT EFFECTIVE 01/01/2018 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. It is agreed that the Waiver of Subrogation has been added in favor of the following name(s): Form#: CA0444 Title: WAIVER OF SUBROGATION Name: ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Form#: Title: Name: Chairman of the Board G-56015-B (ED. 11/91) POLICY NUMBER: 6023673629 COMMERCIAL AUTO CA 20 4802 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: 0110112018 Countersigned By: Named Insured: Motivational Systems, Inc. SCHEDULE Name of Person(s) or Organization(s) (Authorized Reoresentative Any person or organization you have agreed in a written contract or written agreement to add as an additional insured on this Coverage Part, provided the written contract or written agreement was executed prior to: a. The "bodily injury" or "property damage"; or b. The offense that caused the "personal and advertising injury for which the additional insured seeks coverage under this Coverage Part. The written contract or written agreement must pertain to your ongoing operations for the additional insured, and must specifically require additional insured status according to the provisions of CA 20 48. But notwithstanding the above, no person or organization is an additional insured for professional architectural or engineering services provided at or for the Location(s) of Covered Operations. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY THE ZENITH BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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 any person or organization with whom you have a written contract that requires you to obtain this agreement from us. The additional premium for this endorsement shall be 2% of the California workers compensation premium otherwise due. Minimum Premium: $0 This endorsement changes the policy to which it is attached and is effective on the policy effective date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01101118 Insured MOT/VA TIONAL SYSTEMS, INC. [A CORPORATION] Policy No. M1069508 CA Policy Period 01101118 TO 01101119 Issued On 12-20-17 At SAN DIEGO, CA WC 99-04-258 (Ed. 10-07) ZENITH INSURANCE COMPANY-13145 --- = CNA PARAMOUNT I Additional Insured -Owners, Lessees or Contractors -Scheduled Person or Organization Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY SCHEDULE Name of Additional Insured Person(s) Or Organization(s) Location(s) of Covered Operations City of Carlsbad, Its officials, employees and volunteers 1635 Faraday Ave Carlsbad, CA 92008 Information required to complete Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additionalinsured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: Includes copyrighted material of Insurance Services Office, Inc., with its permission Policy No: CG2010 07-04 Page 1 of 2 Endorsement No: VALLEY FORGE INSURANCE COMPANY Insured Name: MOTIVATIONAL SYSTEMS INC Copyright CNA All Rights Reserved. Effective Date: 6023673615 92 06/21/2018 ------ CNA PARAMOUNT I Additional Insured -Owners, Lessees or Contractors -Scheduled Person or Organization Endorsement This insurance does not apply to: bodily injury or property damage occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Includes copyrighted material of Insurance Services Office, Inc., with its permission Policy No: CG2010 07-04 Page 2 of 2 Endorsement No: VALLEY FORGE INSURANCE COMPANY Insured Name: MOTIVATIONAL SYSTEMS INC Copyright CNA All Rights Reserved. Effective Date: 6023673615 92 06/21/2018 AGREEMENT FOR KIOSK SIGN PROGRAM SERVICES MOTIVATIONAL SYSTEMS, INC. THIS AGREEMENT is made and entered into as of the day of Jc^A/ , 20/3. by and between the CITY OF CARLSBAD, a chartered municipal rarporation, ("City"), and Motivational Systems Inc., a California Corporation, ("Contractor"). RECITALS A. City requires the professional services of a Sign Consultant/Contractor that is experienced in implementing subdivision kiosk sign programs. B. Contractor has the necessary experience in providing professional services and advice related to implementing subdivision kiosk sign programs. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. 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" for the compensation described in Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. APPROVED LOCATIONS A total of 29 kiosk signs are permitted on public property at the specific locations shown on attached Exhibit "B". Additional kiosk sign locations may be approved by the City Council at a later date. 3. ADMINISTRATIVE PROVISIONS The Contractor shall be subject to the following administrative provisions: • One kiosk design, as shown on Exhibit "C" will be utilized throughout the city. • Individual tract housing development directional signs shall be approved by the City Planner prior to mounting on a kiosk to ensure compliance with this section. In no case shall a sign be mounted on a kiosk before building permits have been issued for the model homes. • There shall be no additions, tag signs, streamers, devices, display boards, or appurtenances added to the sign as originally approved. Further, no other directional signing may be used such as posters, trailer signs or temporary subdivision directional signs. CA Special Kiosk Agreement 02/21/2013 • Any sign placed contrary to the provisions of this section may be removed by the city without prior notice. • Each approved tract housing development may have up to a maximum of 8 modular sign plaques. Upon approval by the City Planner, directional signs shall be permitted until the homes within the housing development are sold or for a period of one year, whichever comes first. Extensions not exceeding one year may be granted by the City Planner. • The Contractor shall administer the kiosk sign program in accordance with the provisions of this agreement. • In June 2014 and each successive June during the term of this agreement, the fee schedule shall be updated to reflect the changes in the "ENR US20 cities" average construction cost index. This index is published in the June issue of Engineering News Record, McGraw Hill Publishing Company. The adjustment shall be agreed to by the CONTF^CTOR and City Planner and shall take effect on July 1 of each year. • It shall be the sole responsibility and liability of the Contractor to maintain, repair, replace and repaint each kiosk and sign plaque as necessary so that they remain in good condition and repair. Additionally, at such time as the City notifies Contractor that repairs are needed to a particular kiosk or sign plaque, Contractor agrees that it shall promptly undertake everything necessary to repair or replace said kiosk or sign plaque within five business days of its receipt of the Notice. • In the event that it reasonably becomes necessary for whatever reason to physically remove one or more of the kiosk structures, then upon the request of the City, Contractor agrees to promptly remove said kiosk at its sole cost and expense, that any lease(s) between the Contractor and developer(s) be terminated and that the kiosk signs be immediately removed without any liability or damage to the City or as to any other claims or offsets. • In the event this Agreement is terminated, all kiosk signs and sign plaques produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be removed within six weeks. The City shall have a 30-day right to purchase from Contractor some or all of the kiosk structures and sign plaques for their original cost less depreciation. 4. 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. 5. TERM The term of this Agreement will be effective for a period of five years from the date first above written. The City Manager may amend the Agreement to extend it for five additional one year periods 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. OA Special Kiosk Agreement 02/21/2013 6. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 7. 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. 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. 8. 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. 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 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 as well as for any claims or losses suffered by City arising out of the leases. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's 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 Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". OA Special Kiosk Agreement 02/21/2013 1 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless 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. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 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 Liabilitv $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. 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 follpwing the date of completion of the work. If box is checked. Professional Liability City's Initials CdrTtfactoreJWlfals Insurance requirement is waived. 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 General Liability. 10.2.1.1 Contractor will obtain occurrence coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. OA Special Kiosk Agreement 02/21/2013 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 any contracts and leases, lease income and 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 wori<, 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 kiosk signs and sign plaques produced by Contractor or its agents, employees, subcontractors pursuant to this Agreement are the property of the Contractor. and 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 notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv: Name Chris DeCerbo For Contractor: Name Andrew P. Cabera Title Principal Planner Title V.P. Division Manager Division Planning City of Carlsbad Address 1635 Faradav Avenue Carisbad CA 92008 Phone No. (760) 602-4601 Address 2200 Cleveland Avenue National Citv CA 91950 Phone No. (619) 474-8247 OA Special Kiosk Agreement 02/21/2013 C\ Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 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 that the services 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 for any reason including but not limited to First Amendment challenges, 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 along with any fees owing to City. CA Special Kiosk Agreement 02/21/2013 Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. 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, which includes failure to pay all fees due to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seg.. 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. JURISDICTIONS 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 or 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 OA Special Kiosk Agreement 02/21/2013 n this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 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 Mottyatlonal Systems Inc CITY OF CARLSBAD, a municipal corporation of the State of California By: (print name/title)^/ City Manager r ATTEST: BARBARA ENGLESC^ 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-Ar^^^/y^R, City Attorney By ssistaflt-Orty Attor'hey OA Special Kiosk Agreement 02/21/2013 \1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ^)arcj)i€^b State of California County of On bate personally appeared before me, } Here Insert Name and Title of the Officer Name(s) of Signer(s) \ • who proved to me on the basis of satisfactory evidence to be the person^ whose name^^j^^ubscribed to the within instrument and acknowledged to me that t3e/she^fhey!^xecuted the same irHiis/he^^jJ authorized capacitj^iji^nd that bv_^w&to/tfiiS>signMure^on the instrument the pepssr^^/or the entity upon behalf of which the persort^^cted, 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. Place Notary Seal Above WITNESS my hand and official seal. Signature_Q-iia-c2-fl. .a I Signature of ^ Notary Public OPTIONAL Though the iriformation below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: ^^rv^^.vvv>>rr^)-^ oSk!^'ji^ >Oo^VaAiim\ Sy^^rNslInc- Document Date: Signer(s) Other Than Named Above: Number of Pages: Capacity(ies) Claimed by Signer(s) Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RlGHTTHUiVIBPRiNT OF SIGNER Top of thumb here Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUIViBPRINT OF SIGNER Top of thumb here ©2007 Nationai Notary Association • 9350 De Soto Ave., RO. Box 2402 • Cfiatsworth, CA 91313-2402 •www.NationalNotary.org item #5907 Reorder: Call Toil-Free 1-800-876-6827 |2> MM'UTES OF THE BOARD OF DIRECTORS METI1\G OF 10/26/2010 MOTIVATIONAL SYSTEMS, INC. The Board of Directors Meetirig of Motivational Systems, Inc., wos held at the office of \he Corporation, 2200 Cleveland Avenue, National City, CA 91950, at 3:00pm., October 26, 2010: The meeting was attended by all of ihe following directors: Robert D. Young Joseph J. Jordan Anthony F. Young Robert Young opened the meeting by welcoming all Board members to the Corporate Resolution Meeting of October 26, 2010. Robert Young motioned to authorize himself and Anthony F. Young to execute contract and bids submittals on behalf of Motivational Systems, Inc, Joseph J. Jordan seconded the motion and all in favor. The meeting adjourned at 3:10pm, October 26, 2010. Respectfully Submitted, ithoriy F.^oungf S^etar Anthony F.n^oungf S^retary Apprpve^d By:A ^/ Robert D. Young, Piesider^t / Josef^h'iJ. Jordan, Itcosurei Anthony F./Young, Secretary Corpoiate Resolution October 2(i 2010 The undersigned nnembers of the Motivational Systems Inc. Board of Directors do hereby authorize Robert D. Young and Anthony F. Young to execute contracts or bid submittals on behalf of Motivational System, Inc. y ) r/! Robert D. Yoyrig, CharffTian ofthe Board Anthony F. Yowg, Secfetai Date Josepli j*. JoVdan, Board Membot .7 , . Proposed Alternative Solution As both tlie Gity of Garlsbad and Motivational Systems Inc. (MSI) are aware, economic conditions during the past seven years have severely limited the amount of new single family and multifamily neighborhoods in this region. An examination of the proposed building within the Gity of Garlsbad for the near future continues to show a limited infusion of new housing units. Additionally, several communities have cancelled service as their communities have completed their selling cycle. However, the Gity of Garlsbad has a new updated city seal that it wants to show as the new symbol of the city's character and lifestyle. The city and its citizens also wish to have public architectural features (including signage) in good working order and condition. The city requests funds to administer the kiosk program from a city perspective. As an interim measure, while economic conditions improve and the potential need for any signage or new signage is evaluated, MSI proposes a Iresh new look for the Carlsbad kiosk signs, additional revenue for the city, and builder cost savings. We propose the following: 1. Enter into a five (5) year contract with flve (5) one-year extensions, between the Gity of Garlsbad and Motivational Systems Inc. for the existing kiosk program and structures. 2. Upon Gity approval of new Gity of Garlsbad logo, MSI will amend header design and replace the header on all the existing city kiosks to include the fresh new city seal creating a fresh new look for the kiosks. Additionally a paint touchup will take place on each structures as the new header is installed. 3. MSI will increase the current city revenue by 15% in the first year and 5% each year thereafter for a total increase of 35% over 5 years. 4. MSI will continue to refurbish the existing kiosk structures, giving highest priority to structures showing the most wear during the term of this contract. 5. Builders receive cost benefits. First there will be no "New Panel" production charge as the structure stays the same, just the header changes. Secondly, MSI will only increase rental revenue by 5% from what they are currently paying and 5% each year thereafter. Thereafter, it will be updated to reflect the changes in the "ENR US20 cities" average construction cost index. This index is published in the June issue of Engineering News Record, McGraw Hill Publising Gompany. The adjustment shall take effect in July 1 of each year. Note per our records we show there has not been an increase in panel rental rale since 2009. 6. MSI will remove structures as the panel rent dictates. Exhibit "2" Kiosk Locations 6 COLLEGE A2 .13 L18 L19 PACIFIC OCEAN 14/ BATIQUITOS LAOOON 29 .16 ALGA RD 3 Miles 1 261 J:\Requests2010Plus\ComEconDev\EconDev\5017122_12 City of Carlsbad Directional Kiosk Program A3. Alternate Proposal Rate Card and Estimated Revenue Streams Page 1 MSI Gross Monthly Panel Rate City Net Monthly Revenue per Panel Total Monthly Rental Rate per Panel MSI Gross Monthly Panel Rate City Net Monthly Revenue per Panel Total Monthly Rental Rate per Panel Kiosk Rental Breakdown MSI Gross Monthly Panel Rate City Net Monthly Revenue per Panel Total Monthly Rental Rate per Panel MSI Gross Monthly Panel Rate City Net Monthly Revenue per Panel Total Monthly Rental Rate per Panel YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 MSI Gross Monthly Panel Rate City Net Monthly Revenue per Panel Total Monthly Rental Rate per Panel MSI Gross Monthly Panel Rate City Net Monthly Revenue per Panel Total Monthly Rental Rate per Panel Single Face Rent MSI Gross Monthly Panel Rate City Net Monthly Revenue per Panel Total Monthly Rental Rate per Panel MSI Gross Monthly Panel Rate City Net Monthly Revenue per Panel Total Monthly Rental Rate per Panel $ 77.70 $ 81.58 $ 85.67 $ 89.95 $ 94.44 $ 48.30 $ 50.72 $ 53.25 $ 55.91 $ 58.71 $ 126.00 1 $ 132.30 1 $ 138.92 $ 145.86 $ 153.15 MSI Gross Monthly Panel Rate City Net Monthly Revenue per Panel Total Monthly Rental Rate per Panel MSI Gross Monthly Panel Rate City Net Monthly Revenue per Panel Total Monthly Rental Rate per Panel Double Face Rent MSI Gross Monthly Panel Rate City Net Monthly Revenue per Panel Total Monthly Rental Rate per Panel MSI Gross Monthly Panel Rate City Net Monthly Revenue per Panel Total Monthly Rental Rate per Panel $ 106.58 $ 111.90 $ 117.50 $ 123.38 $ 129.54 $ 48.30 $ 50.72 $ 53.25 $ 55.91 $ 58.71 $ 154.88 $ 162.62 $ 170.75 $ 179.29 $ 188.25 One Time Charges Single Face Double Face * revenue to vendor Panel production and installation, new only $210 $421 New Panels Only Current Occupied Structure and Panel Inventory Number of structures, and panels or faces per structurre are Structures Faces based on City of Carlsbad's Current Kiosk Sign Plan Total number of Structures 29 329 TOTAL Current panels Rented: Total Available Faces all structures 287 0 S/F: 39 D/F: 6 TOTAL: 45 YEAR 1: Projected Revenue with Current Occupancy Numbers #of panels S/F Income Streams D/F Income Streams Combined Income Streams MSI Gross monthly Income s/f panels 39 $ 3,030.30 $ 3,669.78 MSI Gross monthly Income d/f panels 6 $ 639.48 $ 3,669.78 MSI Annual Gross Revenue $ 36,363.60 $ 7,673.76 $ 44,037.36 City Monthly net revenue S/F $ 1,883.70 < 2,173.50 City Monthly net revenue D/F $ 289.80 2,173.50 City Annual Cash net Revenue $ 22,604.40 $ 3,477.60 $ 26,082.00 TOTAL ANNUAL PROGRAM $ 70,119.36 YEAR 2: Projected Revenue with Current # of panels Occupancy Numbers S/F Income Streams D/F Income Streams Combined Income Streams MSI Gross monthly Income s/f panels 39 MSI Gross monthly Income d/f panels 6 MSI Annual Gross Revenue City Monthly net revenue S/F City Monthly net revenue D/F City Annual Cash net Revenue TOTAL ANNUAL PROGRAM * $ 3.853.02 $ 671.40 $ 38,179.44 $ 8,056.80 $ 46,236.24 5 $ 2,282.40 $ 304.32 $ 23,736.96 $ 3,651.84 $ 27,388.80 $ 73,625.04 YEAR 3 Projected Revenue with 5% Increase in Usage S/F income Streams D/F Income Streams Combined Income Streams MSI Gross monthly Income s/f panels MSI Gross monthly Income d/f panels MSI Annual Gross Revenue City Monthly net revenue S/F City Monthly net revenue D/F City Annual Cash net Revenue 41 6 3,512.47 $ 42,149.64 $ 2,183.25 $ 26,199.00 $ $ 705.00 8,460.00 $ $ 319.50 3,834.00 $ 4,217.47 50,609.64 2,502.75 30,033.00 TOTAL ANNUAL PROGRAM 80,642.64 City of Carlsbad Directional Kiosk Program A3. Alternate Proposal Rate Card and Estimated Revenue Streams Page 2 YEAR 4: Projected Revenue with 5% Increase in Usage S/F Income Streams D/F Income Streams Combined Income Streams MSI Gross monthly Income s/f panels MSI Gross monthly Income d/f panels MSI Annual Gross Revenue City Monthly net revenue S/F City Monthly net revenue D/F City Annual Cash net Revenue 43 7 3,867.85 $ 46,414.20 $ 2,404.13 $ 28,849.56 $ S 629.65 7,555.80 $ $ 391.37 4,696.44 $ 4,497.50 53,970.00 2,795.50 33,546.00 TOTAL ANNUAL PROGRAM -CASH ONLY 87,516.00 YEAR 5: Projected Revenue with 5% Increase in Usage S/F Income Streams D/F Income Streams Combined Income Streams MSI Gross monthly Income s/f panels MSI Gross monthly Income d/f panels MSI Annual Gross Revenue City Monthly net revenue S/F City Monthly net revenue D/F City Annual Cash net Revenue 45 8 4,249.80 $ 50,997.60 $ 2,641.95 $ 31,703.40 $ $ 1,036.32 12,435.84 $ $ 469.68 5,636.16 $ 5,286.12 63,433.44 3,111.63 37,339.56 TOTAL ANNUAL PROGRAM -CASH ONLY 100,773.00 Total Anti0|pate,d Costs by Vendor First Program Year New Header on Existing structure Initial number of structures 29 Cost for Header Replacement $7,000 Administration Costs * $45 (per structure per month) Yearly Admin Costs $15,660 *Monthly vendor cost to administer program which includes: All marketing, and accounting functions including but not limited to billing clients and preparing reports and payments to city. All inspections of program in the field and ordering of maintenance.