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HomeMy WebLinkAboutRSG Inc; 2021-12-16;City Attorney Approved Version 6/12/18 1 AGREEMENT FOR ECONOMIC RECOVERY AND DEVELOPMENT STRATEGIC PLANNING SERVICES RSG, INC. 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 RSG, INC., a California Corporation, ("Contractor"). RECITALS A. City requires the professional services of a community & economic development consulting services firm that is experienced in economic development strategy and planning. B. Contractor has the necessary experience in providing professional services and advice related to development of comprehensive economic development strategies. 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 period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be one-hundred thousand dollars ($100,000). 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 one-hundred thousand dollars ($100,000) 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". DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB 21December 16th City Attorney Approved Version 6/12/18 2 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may 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 DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB City Attorney Approved Version 6/12/18 3 in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 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. DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB City Attorney Approved Version 6/12/18 4 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Matt Sanford Name Jim Simon Title Economic Development Manager Title President/Principal/Secretary Department Innovation & Economic Development Address 17872 Gillette Avenue, Suite 350 City of Carlsbad Irvine, CA 92614 Address 1635 Faraday Ave. Phone No. (714)541-4585 Carlsbad, CA 92008 Email jsimon@webrsg.com 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. DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB City Attorney Approved Version 6/12/18 5 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. 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. DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB City Attorney Approved Version 6/12/18 6 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB City Attorney Approved Version 6/12/18 7 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. RSG INC., a California Corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: GEOFF PATNOE Assistant City Manager TARA MATTHEWS, Vice President ATTEST: By: FAVIOLA MEDINA JIM SIMON, Secretary City Clerk Services Manager 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: 5E915535-2A7B-431A-A858-77CAB5F504BB City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES Task 1: Kickoff, Schedule, and Project Management Contractor will coordinate a kickoff meeting with the City to discuss key dates and external factors driving the schedule and process, as well as go through the Scope of Services in detail to understand what information the City (contacts, data, ongoing projects, and other information) can share with Contractor to aid in the efficient execution of the Strategic Plan. Contractor’s project team will attend this kickoff meeting to not only introduce City staff to the entire consulting team, but also ensure alignment with the client goals, and build rapport with key staff. Contractor’s Principal in Charge, Jim Simon, and Project Manager, Lynn Kelly-Lehner, will attend all meetings. Not less than one week after the kickoff meeting, Contractor’s Project Manager will provide the City a detailed milestone schedule of major tasks and due dates. The schedule will factor in time for Department and City Manager review of major deliverables, as well as appropriate agenda deadlines preferred by the City. On a monthly basis, the Project Manager will provide brief written updates to the City for dissemination to the Economic Development Subcommittee. Task 1 Deliverables: Task 1.1 Coordination with City and assist in developing overall outreach logistics Task 2: Assemble, Update, and Analyze Baseline Data Contractor will be conducting a comprehensive review of existing local and regional studies, updating this information where appropriate, and developing a study that evaluates the Carlsbad economy and community in context of the region. This includes local and regional location quotient data, wage and employment data, major industry clusters, and characteristics that affect their future growth within the City. Contractor understand that we can expect to rely on information provided by the Cities GPS report to develop the City’s economic development strategic plan. Contractor will credit Cities GPS for any data used or referenced in the strategic plan. As part of the Strategy, Contractor will use a TOWS analysis as a tool to organize and aggregate findings and identify recommended opportunities for Carlsbad’s economic development program. Contractor will document and analyze community and regional assets and other advantages and disadvantages for economic development. The assessment will consider characteristics of the City’s businesses, as well as psychographic data of its residents. Contractor will incorporate both how the City can best prepare residents (the current and prospective workforce for businesses throughout the region) for meaningful careers, as well as DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB City Attorney Approved Version 6/12/18 9 how the City can strengthen pipelines for talent throughout the region and beyond for careers in Carlsbad. Task 2 Deliverables: Task 2.1 Data Collection, Assembly and Analysis Task 3: Stakeholder Working Group Meetings and Public Outreach Contractor will execute four (4) separate workshops hosted with the opportunity for both virtual and in- person participation provided the City is allowing in-person meetings to take place. The four (4) workshops will be used as a sounding board to discuss emerging themes, opportunities, and challenges identified in the initial research phase, and provide critical anecdotal data from which Contractor can help the City determine what economic development actions are essential. Contractor will require City participation in the form of hosting, noticing, and attending these meetings. Contractor’s role will be to design an overall engagement strategy early in the scope of work and make sure that this is vetted with the appropriate staff at the City for consistency with past successful practices as well as meet the City’s requirements. Each of the four (4) meetings will be attended by two (2) Contractor personnel, including the Project Manager and one support staff. Contractor’s role will be to convey important data coming out of the work to date, share ideas on potential economic development actions the City can be most effective at undertaking, then facilitate the discussion around these to identify what in the eyes of local business owners, the workforce, and residents all feel may be most impactful to their lives and livelihood. Of the four (4) meetings, two (2) will be with representatives from the business community, one (1) for Carlsbad residents, and one (1) for local employees of Carlsbad businesses. Contractor and City will collaborate to leverage existing local partners as part of hosting these events, such as the Carlsbad Village Association or Chamber of Commerce. Task 3 Deliverables: Task 3.1 Resident Stakeholder Meeting (Prep, Execution, and Recap) Task 3.2 Business Stakeholder Meeting (Prep, Execution, and Recap) Task 3.3 Business Stakeholder Meeting (Prep, Execution, and Recap) Task 3.4 Workforce Stakeholder Meeting (Prep, Execution, and Recap) Task 4: Draft TOWS Analysis, Recommendations, and Strategy The results from Tasks 1-3 will be synthesized by Contractor into a refined SWOT analysis, and lead to likely several potential alternative sets of priorities for City consideration. Contractor will share these findings and the recommended strategy framework with City staff for direction and input. As an alternative to a staff presentation, this may be presented, virtually, to the Economic Development Subcommittee for input and direction. Direction provided by staff will shape how Contractor will go about preparing the strategic plan and the priorities identified therein. Given the tight time and budget constraints, Contractor will develop a focused strategic plan consisting of the SWOT analysis, key economic drivers (leading to the selected priorities) and DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB City Attorney Approved Version 6/12/18 10 short, medium, and long-range actions to be taken by the City clustering around a manageable set of priorities. The plan will contain an implementation strategy for how City resources (infrastructure, budget, and talent) will be organized and managed to achieve the desired outcomes, as well as how City land use regulations are viewed by stakeholders as a barrier to success as well as recommendations on how these concerns may be addressed. Contractor will also conduct an analysis of the feasibility of a city-sponsored revolving loan fund program. The plan will also contain the process for subsequent review and adjustment by the City on at least an annual basis. Photographic and Carlsbad-specific branding will be used to the extent available and supplied by the City. Task 4 Deliverables: Task 4.1 Assemble work from Tasks 1 -3 into TOWS Analysis, draft recommendations Task 4.2 Present TOWS Analysis and recommendations to City; obtain strategy direction Task 4.3 Based on Task 4.2, draft strategic plan Task 4.4 Present admin draft strategy to City and obtain direction Task 4.5 Finalize strategy for formal approvals Task 5: Present Draft Strategic Plan for Approval Contractor will present at one (1) (virtual or in person) meeting with the Economic Development Subcommittee and one (1) (virtual or in person) meeting with the City Council to present the Strategic Plan. Task 5 Deliverables Task 5.1 Economic Development Subcommittee (1 Meeting) Task 5.2 City Council (1 Meeting) DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB City Attorney Approved Version 6/12/18 11 FEES Not to Exceed Task 1 Kickoff Meeting $ 5,325 Kickoff, schedule, and project management Task 1.1 Kickoff, including updating project schedule, collecting studies, and coordination 5,325 Task 2 Data Collection and Research $ 37,975 Assemble, update and analyze baseline data Task 2.1 Data Collection, Assembly & Analysis 37,975 Task 3 Stakeholder Meetings $ 28,630 4 Stakeholder virtual meetings facilitated Task 3.1 Coordination with client and assist in developing overall outreach logistics 4,150 Task 3.2 Resident Stakeholder Meeting (Prep, Execution, and Recap) 7,200 Task 3.3 Business Stakeholder Meeting (Prep, Execution, and Recap) 5,760 Task 3.4 Business Stakeholder Meeting (Prep, Execution, and Recap) 5,760 Task 3.5 Workforce Stakeholder Meeting (Prep, Execution, and Recap) 5,760 Task 4 Draft TOWS Analysis, Recommendations, and Strategy $ 26,190 Prepare one administrative draft for staff review prior to formal approval Task 4.1 Assemble work from Tasks 1-3 into TOWS Analysis, draft recommendations 5,260 Task 4.2 Present TOWS Analysis and recommendations to staff and obtain direction for strategy 1,190 Task 4.3 Based on Task 4.2, draft strategic plan 13,460 Task 4.4 Present admin draft strategy to staff and obtain direction 3,775 Task 4.5 Finalize strategy for formal approvals (includes minor revisions from EDS or CC) 2,505 Task 5 Strategy Presentation and Approval $ 1,880 Present Final Strategy to City Council Subcommittee and Full Council DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB City Attorney Approved Version 6/12/18 12 Task 5.1 Economic Development Subcommittee (1 Meeting) - Task 5.2 City Council (1 Meeting) - GRAND TOTAL BUDGET $ 100,000 DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB 05/03/2021 The Empire Company 550 North Park Center Drive Suite 205 Santa Ana CA 92705 Erica Hornaday ehornaday@empire-co.com RSG, Inc. 17872 Gillette Ave., Suite 350 Irvine CA 92614 Sentinel Insurance Company, LTD 11000 Trumbull Insurance Company 27120 Argonaut Insurance Company 19801 21/22 2nd Updt A 72SBAAQ7019 01/01/2021 01/01/2022 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A 72SBAAQ7019 01/01/2021 01/01/2022 1,000,000 A 10,000 72SBAAQ7019 01/01/2021 01/01/2022 2,000,000 2,000,000 B Y 72WECVK8727 01/01/2021 01/01/2022 1,000,000 1,000,000 1,000,000 C Errors & OmissionsClaims Made 121MPL0167514-01 03/01/2021 03/01/2022 LIMIT 2,000,000 DEDUCTIBLE 10,000 City of Carlsbad, City of Carlsbad Redevelopment Agency, Housing Authority or Carlsbad Municipal Water District) its officials, employees and volunteersare named as an additional insured with primary and non-contributory wording and waiver of subrogation respect to liability arising out of activities performedby or on behalf of the Named Insured when required by written contract per form SS00080405. Auto additional insured per form SS04380909 attached whenrequired by written contract. Workers compensation waiver of subrogation applies per form WC040306 attached when required by written contract.*30 day notice of cancellation applies accept 10 days for non-payment. City of Carlsbad/CMWD 1635 Faraday Ave. Carlsbad CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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 POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBRWVDADDLINSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANYAUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERALAGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'LAGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/18/20 Policy Expiration Date:01/01/22 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:72 WEC VK8727 Endorsement Number: Effective Date:01/01/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:RSG, INC. 17872 GILLETTE AVE STE 350IRVINECA92614 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form WC 99 03 94 Printed in U.S.A. Process Date:11/18/20 Policy Expiration Date:01/01/22 © 2011, The Hartford NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number:72 WEC VK8727 Endorsement Number:Effective Date:01/01/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:RSG, INC. 17872 GILLETTE AVE STE 350 IRVINE CA 92614 This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy’s term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. DocuSign Envelope ID: 5E915535-2A7B-431A-A858-77CAB5F504BB