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HomeMy WebLinkAboutIdyllist LLC dba Role Call; 2021-03-31;AGREEMENT FOR TALENT ATTRACTION PROGRAM DESIGN SERVICES IDYLLIST LLC, DBA ROLE CALL THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 20___, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and IDYLLIST LLC dba ROLE CALL, an Iowa LLC. RECITALS A. City requires the professional services of a comprehensive consulting firm that is experienced in talent pipeline development and management, lead generation & targeting. B. Contractor has the necessary experience in providing professional services and advice related to developing customized talent pipeline solutions to amplify existing talent attraction assets and campaigns. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) 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. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty-five thousand dollars ($35,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty-five thousand dollars ($35,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF 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 DocuSign Envelope ID: 0382FFC2-3852-44FD-89AE-D5E916C4479E March 21 31st persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. DocuSign Envelope ID: 0382FFC2-3852-44FD-89AE-D5E916C4479E If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, DocuSign Envelope ID: 0382FFC2-3852-44FD-89AE-D5E916C4479E data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Matt Sanford Name Tim Carty Title Economic Development Manager Title Co-Founder Department Administrative Services Addre ss 423 Huntington Drive City of Carlsbad Iowa City, IA 52245 Address 1635 Faraday Ave. Phone No. 563-542-2463 Carlsbad, CA 92008 Email tim@rolecall.pro Phone No. 760-607-2923 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. DocuSign Envelope ID: 0382FFC2-3852-44FD-89AE-D5E916C4479E 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation DocuSign Envelope ID: 0382FFC2-3852-44FD-89AE-D5E916C4479E costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 0382FFC2-3852-44FD-89AE-D5E916C4479E 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. Idyllist, LLC dba Role Call, an Iowa LLC CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) DAVID GRAHAM Chief Innovation Officer Tim Carty, Co-Founder (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON Winona Dimeo-Ediger, Co-Founder City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 0382FFC2-3852-44FD-89AE-D5E916C4479E EXHIBIT “A” SCOPE OF SERVICES Task 1: Discovery and Onboarding Contractor will work with City representatives to review previous and current talent attraction efforts and existing materials, with a specific focus on the “Life in Action” site, messaging and outreach strategy. Contractor will collaborate with City representatives to identify specific talent attraction goals and to communicate scope, goals, benefits, and metrics of the program to relevant stakeholders. As part of this task, Contractor will: ● Conduct discovery meetings with City team to review goals, strategies, current branding and outreach materials, and determine success metrics. ● “Tour” the city virtually via interviews with locals to explore and understand regional assets and potential obstacles related to quality of life, career opportunities and talent attraction. ● Work with City representatives to identify key community stakeholders (tourism and hospitality representatives, volunteers, board members, major employers, higher education leaders, etc). ● Meet with predetermined community stakeholders to outline the program, gather information, and assess their needs and priorities re: talent attraction. ● Work with City representatives to identify and contact members of “talent task force.” Deliverables: Upon completion of task 1, Contractor will create a report synthesizing priorities, goals and success metrics and present to City representatives. This report will serve as a roadmap and strategy overview for task 2. City may request up to one round of edits prior to finalizing the deliverable and moving forward. Pilot Cost: $15,000 Task 2: Talent Pipeline Design and Management Contractor will create and maintain a talent pipeline to capture leads from “Life in Action” website visits and social posts. Contractor will work with City representatives and Talent Task Force to determine the most relevant and actionable information to gather from leads, and will structure forms, workflows and database accordingly. Design and management of talent pipeline will include: Website Forms: Contractor will create website forms that integrate into “Life in Action” website and existing marketing materials. These forms will gather information on leads (with leads’ permission) by asking simple questions about their current city, industry, moving timeline, etc. The information collected will be determined through information and priorities provided by City representatives and key stakeholders. Contractor will work with City’s web and social media teams to design and integrate forms and links into existing sites and marketing. DocuSign Envelope ID: 0382FFC2-3852-44FD-89AE-D5E916C4479E Workflows: Contractor will use best practices for engaging prospective talent to create workflows for nurturing leads. Workflows will include automated engagements and content as well as recommendations for touchpoints and personal outreach. Contractor will advise City on best use of time and resources for lead nurturing as needed. Drip Campaigns: Contractor will create and schedule a series of drip campaigns to inform and engage the talent pipeline for one year. Campaign content may include job opportunities, original content about life in Carlsbad, repurposed “Life in Action” content, and follow-up surveys and questionnaires. Staff Training/Consulting: Contractor will train City representatives on best practices, workflows, custom engagement and content strategy for talent pipeline and advise on an ongoing basis. Deliverables: ● Integrated web forms and text for calls to action on social posts ● Automated workflows ● Email campaigns ● Database of talent contacts organized according to needs and priorities as determined by City of Carlsbad representatives ● Staff training Pilot Cost: $17,500 Task 3: Reporting, Data & Recommendations At the end of the one-year partnership, contractor will deliver a final report to City with an analysis of current talent pipeline, data gathered from prospects, and recommendations for next steps in talent attraction lead capturing and nurturing. Data included in this report may include: ● Contacts (form fills) ● Breakdowns by location/industry/relocation timeline/demographics ● Trends and insights gleaned from data and interactions ● Employer needs and feedback ● Obstacles ● Opportunities Deliverables: Report at the end of year 1 with stats on contacts, data and insights gathered, key takeaways and recommendations for next steps in talent attraction strategy. Pilot Cost: $2,500 FEES Contractor will invoice the City according to the following schedule: Half of payment ($17,500) due upon execution of agreement; half ($17,500) due upon delivery and mutual agreement of Task 1, 2, and 3. Contractor and City will mutually agree to any proposed changes to the approximate schedule outlined above. DocuSign Envelope ID: 0382FFC2-3852-44FD-89AE-D5E916C4479E 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 INACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY 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. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/18/2021 (319) 887-3700 (319) 887-3701 Idyllist LLC423 Huntington Dr Iowa City, IA 52245 A 1,000,000 X PHBX21002141-00 3/12/2021 3/12/2022 100,000 5,000 1,000,000 2,000,000 2,000,000 The city of Carlsbad is listed as a primary/non-contributory additional insured. A Third Party (30 Day) Notice of Cancellation has been endorsed in favor of the below listed certificate holder, subject to policy conditions. City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 IDYLLLC-01 LHOWARD Relion Insurance Solutions24 WestsideIowa City, IA 52246 info@relion-ins.com Philadelphia Insurance Co. X X X POLICY NUMBER: PHBX21002141-00 BUSINESSOWNERS BP 12 01 08 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS POLICY CHANGES This endorsement modifies insurance provided under the following: POLICY NUMBER PHBX21002141-00 POLICY CHANGES EFFECTIVE 03/18/2021 COMPANY Philadelphia Indemnity Insurance Company NAMED INSURED Idyllist LLC AUTHORIZED REPRESENTATIVE John W. Glomb, Jr. CHANGES Added City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 as an additional insured with PNC Endorsement. POLICY AMOUNT AND PREMIUM ADJUSTMENT Limits Of Insurance Premiums Coverage Description Previous Limit Of Insurance New Limit Of Insurance Previous Premium New Premium X Add'l Premium Return Premium $$$$$ BP 12 01 08 10 © Insurance Services Office, Inc., 2009 Page 1 of 2 OPTIONAL COVERAGES The following optional coverages are added under this policy when designated by an "X" in the box(es) shown below. X Add'l Premium Return Premium Limits Of Insurance Outdoor Signs $ 10,000 $ Burglary and Robbery (Named Peril Endorsement only) or X Money and Securities $ 25,000 Inside the Premises $ 10,000 Outside the Premises $ $ X Employee Dishonesty $ 5,000 each occurrence $ Equipment Breakdown $ $ TOTAL PREMIUM ADJUSTMENTS PREMIUM DUE AT POLICY CHANGE EFFECTIVE DATE ADDITIONAL RETURN $ 49 $ REMOVAL PERMIT If Covered Property is removed to a new location that is described on this Policy Change, you may extend this insurance to include that Covered Property at each location during the removal. Coverage at each location will apply in the proportion that the value at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effec-tive date of this Policy Change; after that, this insurance does not apply at the previous location. Authorized Representative Signature BP 12 01 08 10 © Insurance Services Office, Inc., 2009 Page 2 of 2 One Bala Plaza, Suite 100 Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 PHLY.com Philadelphia Indemnity Insurance Company COMMON POLICY DECLARATIONS Policy Number:PHBX21002141 Named Insured and Mailing Address:Producer: Idyllist LLC 423 Huntington Dr Iowa City, IA 52245 3304 Relion Insurance Solutions 24 WESTSIDE DRIVE IOWA CITY, IA 52246 Policy Period From: 03/12/2021 To: 03/12/2022 at 12:01 A.M. Standard Time at your mailing address shown above. Business Description: Management/Business Consultant IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT. PREMIUM Businessowners Professional Liability $401.00 Total: $401.00 FORM (S) AND ENDORSEMENT (S) MADE A PART OF THIS POLICY AT THE TIME OF ISSUE Refer To Forms Schedule *Omits applicable Forms and Endorsements if shown in specific Coverage Part/Coverage Form Declarations CPD-PIIC-BOP (01/18) Secretary John W. Glomb, Jr. President & Chief Underwriting Officer PI BOP DS 01 01 18 One Bala Plaza, Suite 100 Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 PHLY.com BUSINESSOWNERS SELECT POLICY DECLARATIONS Insured’s Name and Mailing Address Idyllist LLC 423 Huntington Dr Iowa City, IA 52245 Policy No. PHBX21002141 INCEPTION (Mo. Day Yr.)(12:01 AM* Standard Time at your mailing address) 03/12/2021 *Exceptions: 12:00 PM in Michigan and North Carolina. EXPIRATION (Mo. Day Yr.) 03/12/2022 ‘X’ IF SUPPLEMENTAL DECLARATION X SUPPLEMENTAL DECLARATION RENEWAL OR REWRITE OF NO. Business Description: Management/Business Consultant Form of Business: Limited Liability Company In return for the payment of the premium and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy DESCRIBED PREMISES Forms Applicable: Standard X Special Prems. No. Bldg. No. Location Mortgage Holder Name and Address SEE ATTACHED SUPPLEMENTAL DECLARATIONS IN RETURN FOR THE PAYMENT OF PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. PROPERTY PREMS. NO. BLDG. NO. PREMS. NO. BLDG. NO. PREMS. NO. BLDG. NO. SEE ATTACHED SUPPLEMENTAL DECLARATIONS Deductible $ SEE ATTACHED SUPPLEMENTAL DECLARATIONS OPTIONAL COVERAGES: SEE ATTACHED SUPPLEMENTAL DECLARATIONS LIABILITY AND MEDICAL EXPENSES Each paid claim for the following coverages reduces the amount of insurance we provide during the applicable annual period. Please refer to Section II – Liability in the Businessowners Coverage Form and any attached endorsements. Limit of Insurance Liability And Medical Expenses $1,000,000 Per Occurrence Medical Expenses $10,000 Per Person Damage To Premises Rented To You $100,000 Any One Premises Other Than Products/Completed Operations Aggregate $2,000,000 Products/Completed Operations Aggregate $2,000,000 TOTAL PREMIUM : $401.00 FORMS AND ENDORSEMENTS: REFER TO FORMS SCHEDULE During the past three years no insurer has canceled any insurance issued to the named insured, similar to that afforded hereunder, unless otherwise stated herein. COUNTERSIGNATURE DATE AGENCY AT 24 WESTSIDE DRIVE IOWA CITY, IA 52246 AGENT AND NUMBER Relion Insurance Solutions 3304 THESE DECLARATIONS, TOGETHER WITH THE COVERAGE FORM(S), COMMON POLICY CONDITIONS AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. PI BOP DS 01 01 18 Includes copyrighted material of insurance Services Office, Inc, with its permission PI BOP SUPP DEC 1 01 18 BUSINESSOWNERS SELECT SUPPLEMENTAL DECLARATIONS Policy Number: PHBX21002141 Named Insured: Idyllist LLC Policy Effective Date: 03/12/2021 DESCRIPTION OF PREMISES – ADDRESSES Prems. No.Bldg. No.Address 001 001 423 Huntington Dr, Iowa City, IA 52245 DESCRIPTION OF PREMISES – OCCUPANCY Prems. No.Bldg. No.Occupancy Construction Protection 001 001 Office N/A N/A PROPERTY COVERAGES PROVIDED Prems. No.Bldg No.Type of Property (Building or Personal Property) Limit of Insurance Automatic Increase in Insurance Deductible ACV/RC 001 001 Personal Property $5,000 $500 ADDITIONAL COVERAGE – BUSINESS INCOME AND EXTRA EXPENSE Prems. No.Bldg. No.Limit of Insurance 001 001 $50,000 BLANKET INSURANCE Indicate the type of property to be blanketed and the blanket limit of insurance. Type of Property Limit of Insurance Mortgage Holders - OPTIONAL COVERAGES Loc # Bldg # Coverage Limit Deductible Primary and Non-Contributory – Designated Person or Organization SEE PI-BOP-011 001 001 Personal Property $5,000.00 $500 001 001 Businessowners Enhancement Deluxe SEE PI-BOP-005 001 001 Equipment Breakdown Enhancement PI BOP SUPP DEC 1 01 18 BUSINESSOWNERS BP 01 84 07 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 01 84 07 02 © ISO Properties, Inc., 2001 Page 1 of 2  IOWA CHANGES This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Section III – Common Policy Conditions is amended as follows: A. Paragraph A. Cancellation is replaced by the following: A. Cancellation 1. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2. Cancellation Requirements a. We may cancel this policy, by mailing or delivering to the first Named Insured and any loss payee written notice of cancellation at least: (1) 30 days before the effective date of cancellation if we cancel due to loss of reinsurance coverage; (2) 10 days before the effective date of cancellation if we cancel for any other reason. b. If this policy is a new policy and has been in effect for less than 60 days, we may cancel for: (1) Loss of reinsurance, subject to d. below; or (2) Any other reason. c. If this policy has been in effect for 60 days or more, or is a renewal of a policy we issued, we may cancel only for one or more of the following reasons: (1) Nonpayment of premium; (2) Misrepresentation or fraud made by or with your knowledge in obtaining the policy, when renewing the policy, or in presenting a claim under the policy; (3) Acts or omissions by you that substantially change or increase the risk insured; (4) Determination by the Commissioner that the continuation of the policy would jeopardize our solvency or would place us in violation of the insurance laws of this or any other state; (5) You have acted in a manner which you knew or should have known was in violation or breach of a policy term or condition; or (6) Loss of reinsurance, subject to d. below. d. We may cancel due to loss of reinsurance which provides coverage to us for a significant portion of the underlying risk insured, but only if the Commissioner determines that such cancellation is justified. 3. We will mail or deliver our notice to the first Named Insured's and any loss payee's last mailing address known to us. 4. Notice of cancellation will state: a. The reason for cancellation; and b. The effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, a post office department certificate of mailing is proof of receipt of notice. However, if cancellation is for nonpayment of premium, a certificate of mailing is not required. Page 2 of 2 © ISO Properties, Inc., 2001 BP 01 84 07 02  B. The following is added and supersedes any other provision to the contrary: M. Nonrenewal 1. If we decide not to renew this policy, we will mail or deliver written notice of nonrenewal to the first Named Insured and any loss payee at least 45 days before the expiration date of this policy, except if: a. We have offered to issue a renewal policy; or b. You have failed to pay a premium due or any advance premium required by us for renewal. 2. If notice is mailed, a post office department certificate of mailing is proof of receipt of notice. POLICY NUMBER: BUSINESSOWNERS BP 04 48 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Person(s) Or Organization(s): City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Liability is amended as follows: A.The following is added to Paragraph C. Who Is An Insured: 3.Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. However: a.The insurance afforded to such additional insured only applies to the extent permitted by law; and b.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. BP 04 48 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 Philadelphia Indemnity Insurance Company PI-BOP-011 (01/18) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name of Person or Organization: City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to SECTION III – COMMON POLICY CONDITIONS (APPLICABLE TO SECTION I – PROPERTY AND SECTION II – LIABILITY), H. Other Insurance: This insurance is primary and non-contributory as respects our coverage for the person or organization shown in the SCHEDULE of this endorsement. We will not seek contributions from any other insurance policy available to the person or organization shown in the SCHEDULE of this endorsement for “bodily injury”, “property damage” or “personal and advertising injury” covered under this policy. PI-BOP-011 (01/18) Page 1 of 1 PI-BOP-011 (01/18) Page 1 of 1 CERTIFICATE OF EXEMPTION WORKERS’ COMPENSATION/EMPLOYERS’ LIABILITY INSURANCE I, , am the [insert name] [title] of . I hereby certify that [name of company] [name of company] has no employees and is not required by law to maintain workers’ compensation or employers’ liability insurance. Should employ any person during the term [name of company] of the Agreement with the City of Carlsbad for , [description of project or work that is being contracted] then workers’ compensation and employers’ liability insurance will be obtained. [Name] [Title and name of company or corporation] 06/15/2006 25 Tim Carty co-owner RoleCall RoleCall RoleCall talent attraction strategy Co-owner, RoleCall