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HomeMy WebLinkAboutMcCabe and Company Inc; 2022-01-24;DocuSign Envelope ID: EA8F9F61-8C63-42E2-9C18-34B789319C28 DocuSign Envelope ID: 93F07760-C7A3-4513-A361-C01A55CD4CCA City Attorney Approved Version 6/12/18 1 AGREEMENT FOR CONSULTING SERVICES MCCABE AND COMPANY, INC. THIS AGREEMENT is made and entered into as of the 24th day of January , 2022 , by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and MCCABE AND COMPANY, INC., a California corporation ("Contractor"). RECITALS A. City requires the professional services of a consulting firm that is experienced in providing advice to staff and representation to the Coastal Commission on matters of the city’s Local Coastal Program and Coastal Development Permits. B. Contractor has the necessary experience in providing professional services and advice related to advising staff and representation to the Coastal Commission. 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 not exceed ninety thousand dollars ($90,000) and up to five thousand dollars ($5,000) for reimbursable expenses upon approval for a total not to exceed amount of ninety five thousand dollars ($95,000). 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 ninety-five thousand dollars ($95,000) 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: EA8F9F61-8C63-42E2-9C18-34B789319C28 DocuSign Envelope ID: 93F07760-C7A3-4513-A361-C01A55CD4CCA 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 DocuSign Envelope ID: EA8F9F61-8C63-42E2-9C18-34B789319C28 DocuSign Envelope ID: 93F07760-C7A3-4513-A361-C01A55CD4CCA City Attorney Approved Version 6/12/18 3 line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 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 DocuSign Envelope ID: EA8F9F61-8C63-42E2-9C18-34B789319C28 DocuSign Envelope ID: 93F07760-C7A3-4513-A361-C01A55CD4CCA City Attorney Approved Version 6/12/18 4 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Jeff Murphy Name Susan McCabe Director, Community Title Development Title CEO Department Address 4712 Admiralty Blvd., #1148 City of Carlsbad Marina del Rey, CA 90292 Address 1635 Faraday Avenue Phone No. Email smccabe@mccabeandcompany.net Phone No. 760-602-2783 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. DocuSign Envelope ID: EA8F9F61-8C63-42E2-9C18-34B789319C28 DocuSign Envelope ID: 93F07760-C7A3-4513-A361-C01A55CD4CCA City Attorney Approved Version 6/12/18 5 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. 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 DocuSign Envelope ID: EA8F9F61-8C63-42E2-9C18-34B789319C28 DocuSign Envelope ID: 93F07760-C7A3-4513-A361-C01A55CD4CCA City Attorney Approved Version 6/12/18 6 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. DocuSign Envelope ID: EA8F9F61-8C63-42E2-9C18-34B789319C28 DocuSign Envelope ID: 93F07760-C7A3-4513-A361-C01A55CD4CCA City Attorney Approved Version 6/12/18 7 By: 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. MACCABE AND COMPANY, INC., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: (sign here) Geoff Patnoe Assistant City Manager Susan McCabe/CEO (print name/title) ATTEST: Tamara R. McMinn for FAVIOLA MEDINA Susan McCabe/Secretary City Clerk Services Manager (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 By: (sign here) DocuSign Envelope ID: EA8F9F61-8C63-42E2-9C18-34B789319C28 DocuSign Envelope ID: 93F07760-C7A3-4513-A361-C01A55CD4CCA City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES Consultant will provide advice to staff and represent the City of Carlsbad on its Local Coastal Program (LCP) update and other matters that will be considered by the Coastal Commission including a Coastal Development Permit (CDP) for construction of a temporary fire station at the site of the former Encina Power Plant. Tasks will include, but not be limited to, the following: 1. Providing strategic counsel, advice and assistance to the City to ensure approvalof the comprehensive LCP update with suggested modifications acceptable to the City; 2. Reviewing background material, including City of Carlsbad Certified LCP and proposed amendments, City Council staff reports, technical documents, and correspondence; 3. Assisting the City in the development and communication of City’s position on LCP and CDP matters to Coastal Commission staff and Coastal Commissioners; 4. Coordinating with team members regarding submittal of materials to CoastalCommission staff and Coastal Commissioners; 5. Advising on appropriate oral and written communications with Coastal Commission staff and Commissioners; 6. Informing the Client on Coastal Commission policy trends, particularly as related to lower cost overnight accommodations, Sea Level Rise and adaptation strategies, and the use of January 1, 1977 as the effective date for defining “existing” development; 7. Assisting in preparation of an effective presentation for Coastal Commission hearing(s); and 8. Performing such other activities as necessary to enable the Client to receive approval of its LCP update and CDP matters. Deliverables Contractor will provide a written monthly report on all activities conducted, including but not limited to meetings, correspondence, research. Fee Schedule 1. Monthly Fee: $7,500.00. 2. Contractor will be reimbursed by the City up to $5,000, with submittal of appropriate documentation and as approved by City, for necessary and reasonable travel and lodging expenses incurred on behalf of Contractor. All expenses must comply with the City of Carlsbad’s Travel Policy (included with this contract as Exhibit “B”) and be submitted with invoices. Page 1 of 4 DocuSign Envelope ID: EA8F9F61-8C63-42E2-9C18-34B789319C28 DocuSign Envelope ID: 93F07760-C7A3-4513-A361-C01A55CD4CCA {City of Carlsbad Exhibit “B” Policy No. Date Issued: Effective Date: Resolution No. Cancellation Date: 2 6/27/17 6/27/17 Council Policy Statement Supersedes No. 4 (dated 4/4/06) Category: Specific Subject: TRAVEL POLICY PURPOSE: To establish a policy to be followed by Council Members, other elected officials, commission/board members, volunteers, and all city employees when traveling on city business. This policy supersedes all other travel policies. BACKGROUND: It is periodically necessary for city personnel to attend meetings, travel outside the city to conduct city business, and attend conferences, seminars and training sessions. Costs can vary considerably as there are various modes of transportation, various options for lodging, and relative price fluctuations among different geographic regions. The City Council has adopted a policy to control the costs involved, to ensure the expenditures are in the best interest of the public and an appropriate use of taxpayer funds, and to compensate individuals for actual necessary expenses related to meetings and business travel. DEFINITIONS: City Business Travel shall be defined as travel which requires elected officials, members of a commission or board, volunteers, or city employees to conduct specific items of city business away from their normal place of business. City Employee means any person regularly employed by the city, excluding elected officials, members of commissions, committees, authorities or boards, and volunteers. Commissioner shall mean any person appointed by the city council to an established board, committee, authority or commission. Volunteer shall mean any person donating their time through the city's volunteer program in support of city business and as outlined in a volunteer position description. Out-of-State Travel includes all costs related to business travel outside the State of California. In-State Travel includes all costs related to business travel within the State of California. Miscellaneous Meals/Mileage includes all miscellaneous costs not directly attributable to conferences or training, such as travel to other city facilities. DocuSign Envelope ID: EA8F9F61-8C63-42E2-9C18-34B789319C28 DocuSign Envelope ID: 93F07760-C7A3-4513-A361-C01A55CD4CCA Policy No. 2 Page 2 of 4 POLICY: 1. In all cases requests for travel shall be limited to situations from which the city will derive a benefit through the attendance of a representative. For City Council Members, all travel involving more than five (5) days should be approved in advance by the City Council. Travel of five (5) days or less need not have prior approval if funds are available in the current budget. The Mayor is authorized to approve extended overnight travel for emergency cases. 3. Except for elected officials, commissioners and board members, and City Council appointed employees, the number of City Employees attending any single conference should be limited to those whose attendance will provide a benefit to the city. Any number of elected officials, commissioners, or City Council appointed employees may attend conferences provided that funds are available for such purposes. 4. Anticipated in-state and out-of-state travel should be approved in the operating budget. The City Manager, or his/her designee, may approve any unanticipated in-state travel or unanticipated out-of-state travel to destinations within the continental United States if a business need exists and funds are available. City Council approval is required for unanticipated travel to destinations outside the continental United States and/or when additional funds are required. 5. Each officer, employee, advisory commissioner, and board member of the city is expected to be as thrifty and prudent as possible when traveling at the city's expense. To ensure stewardship of taxpayer funds and that city officers, employees, commissioners and board members are able to travel when necessary to accomplish essential city business, travel funds must be expended in the most economical and efficient way possible. 6. In order to comply with Internal Revenue Service (IRS) and State regulations, receipts are required for all business travel expenses, including all meal and entertainment expenses, for City Council Members and Commissioners. Receipts are also required for all City Employee business travel expenses. In the event a meal or incidental receipt totaling thirty dollars ($30) or less is lost, a City Employee may certify the expense with the information below to receive reimbursement. This certification may occur no more than one time over a two day period, two times over a four day period, or three times over a five day period. For all business travel expenses (including meals and entertainment), the following information must appear on the expense report and/or the receipts submitted: a. The amount of the expenditure. b. The date and place of the expenditure. c. The business purpose of the expenditure. d. The business relationship to the person entertained, as well as the individuals' names. The IRS considers the reimbursements "wages" subject to payroll tax withholding if the expenditures are not substantiated with the aforementioned information. The use of a city DocuSign Envelope ID: EA8F9F61-8C63-42E2-9C18-34B789319C28 DocuSign Envelope ID: 93F07760-C7A3-4513-A361-C01A55CD4CCA Policy No. 2 Page 3 of 4 credit card for payment of business meals and entertainment does not preclude the requirement to complete and submit an expense report with the appropriate support. 7. Travel advances to City Employees need to be substantiated or reimbursed as soon as possible upon completion of trip (normally within 30 days}. No further city funds will be advanced for travel until the employee files his/her outstanding expense report. 8. Administration and interpretation of this policy will be as directed from time to time by the City Manager or his/her designee. The policy should be reviewed every five years for effectiveness. TRANSPORTATION: 1. Use of air, train, private automobile, or other mode of public transportation shall be selected on the basis of the least total cost to the city after all expense items are tabulated, including travel time salary costs. 2. When the use of a private vehicle to destinations within 200 driving miles of the city limits is approved, mileage reimbursement shall be at the rate then currently prescribed by IRS regulations. Individuals with an auto allowance will not receive mileage reimbursements. However, use of city-owned vehicles is allowed for travel within 200 driving miles of the city limits. If use of a private vehicle to destinations beyond 200 driving miles is approved by the City Manager or his/her designee reimbursement shall not exceed the cost of a round trip coach or equivalent class air fare plus ground transportation between the airport and place of lodging. Exceptions, including use of a city-owned vehicle, are subject to approval by the City Manager or his/her designee (such as in cases where items required to be transported are not allowed on any other mode of public transportation}. Such reimbursement, if applicable, shall be computed based on the mileage from the normal work location to the final destination. For the purpose of determining personal vehicle mileage reimbursement, the designated normal work location for each City Council Member, Commissioner, City Employee or Volunteer is the place where that individual spends the largest portion of his/her regular workday or working time, or the place to which he/she returns upon completion of regular or special assignments. The cost of the daily commute to the office is the City Council Member's, Commissioner's, City Employee's or Volunteer's responsibility. 3. When the use of public air carrier is approved, the city shall pay the lowest available fare at the time the reservation is booked. Upgrades to a higher class of air service will be at the employee's expense. The City Manager, or his/her designee, may authorize exceptions when a higher fare results in a lower overall cost to the city such as a fare that includes cancelation insurance. Business related air carrier Wi-Fi charges will be reimbursed up to $10 per flight. 4. Authorized travel time shall be based on that required by the most appropriate and expedient mode of public transportation. The additional travel time from anything less than the most appropriate and expedient mode will not be considered city work hours. DocuSign Envelope ID: EA8F9F61-8C63-42E2-9C18-34B789319C28 DocuSign Envelope ID: 93F07760-C7A3-4513-A361-C01A55CD4CCA Policy No. 2 Page 4 of 4 5. While traveling, City Council Members, Commissioners, and City Employees are encouraged to use public transportation whenever possible. For example, courtesy shuttle service, buses, taxis, or limousine service should be utilized between airports and meeting locations when such services are reasonably available. Rental vehicles should only be used when other transportation is unavailable, untimely, or a rental vehicle is the most economical mode of transportation. In no case shall valet services for parking be reimbursed. 6. Reimbursement for travel time will be made in accordance with Fair Labor Standards Act (FLSA) guidelines. LODGING: 1. Lodging shall be obtained at the most economical rate available for good quality lodging. When there is an officially designated conference hotel, the traveler is encouraged to take advantage of these accommodations. Lodging expenses for spouses are not reimbursable, and any additional expenses beyond those required for the business traveler must be paid by the elected official, Commissioner or City Employee. 2. Business related Wi-Fi charges which are added to the lodging bill will be reimbursed up to $10 per day. Reimbursement of Wi-Fi charges in excess of this limit may be authorized by the City Manager or his/her designee, under special circumstances. MEALS AND INCIDENTAL EXPENSES: 1. Notwithstanding other limits stated elsewhere, the City Council will be reimbursed the actual costs of meals, plus tips and incidental expenses that are substantiated with a physical receipt while on official city business. 2. Each Commissioner or City Employee authorized to travel may submit the actual cost of meals, tips and incidental expenses for reimbursement up to a limit of $70 per day. If it is anticipated that this limit will be exceeded, then prior approval by the City Manager or his/her designee is required. The City Manager or his/her designee may approve such additional expenditures, within the limits of his/her expenditure authority, as necessary. 3. The city will not reimburse the cost of alcoholic beverages. 4. Reasonable amounts for tipping will be reimbursed, however, reimbursement for tips will not be made in excess of 20%. DocuSign Envelope ID: 93F07760-C7A3-4513-A361-C01A55CD4CCA 1635 Faraday Ave.  Carlsbad, CA 92008  760-602-4615 Memorandum Dec. 7, 2021 To: Roxanne Muhlmeister, Assistant Finance Director/Purchasing Officer From: Eric Lardy, Principal Planner Re: Sole Source Authorization for McCabe & Company (Districts - ALL) The purpose of this memorandum is to request authorization for an exemption to the bidding process per Purchasing Code 3.28.110 (N) this code provides a bidding exemption for situations where solicitations of bids or proposals for goods, services and/or professional services would be, in the discretion of the awarding authority, impractical, unavailing, impossible or not in the best interest of the city. Carlsbad’s Community Development Department intends to establish a consulting agreement with McCabe & Company to provide representation for the City of Carlsbad to the Coastal Commission for the following projects: (1) Local Coastal Program Update, and (2) construction of a temporary fire station (7) at the site of the former Encina Power Plant. The agreement will be a flat fee of $7,500 per month for an initial term of 12 months plus reimbursement for travel and lodging up to $5,000 for a total of $95,000. This code provides a bidding exemption in situations where solicitations of bids or proposals for goods, services, and/or professional services would be, in the discretion of the awarding authority impractical, unavailing, impossible, or not in the best interest of the city. Due to the timing of this project and the effort and expertise needed to get this project through Coastal Commission, it is not in the best interest of the city to post a public bid. McCabe & Company was chosen so as not to be delayed by the pubic bid process. McCabe & Company is one of a few consultants to public and private clients throughout California with over forty years of legislative and advocacy experience. On Oct. 12, 2021; the City Council adopted Resolution No. 2021-233 approving a comprehensive update to the Local Coastal Program (LCP) Land Use Plan and changes to the Local Coastal Program Land Use Map. The plan will be submitted to Coastal Commission Staff in December 2021 for review and consideration. Based on comments from commission staff prior to the City Council consideration, we anticipate that there will be suggested modifications to the plan in conflict with the policies approved by the City Council. Based on recent comments from the Coastal Commission to other cities and counties who ultimately withdrew their plans; the comments may not be able to be supported by the city. In order to facilitate a conversation with Commission Staff and avoid withdrawing the Local Costal Plan these services are necessary to support the process with the goal to achieve an effective outcome and results in an approved Local Coastal Program for Carlsbad. Community Services Community Development Department DocuSign Envelope ID: 93F07760-C7A3-4513-A361-C01A55CD4CCA Memo – Sole Source Authorizaiton for McCabe & Company Dec. 7, 2021 Page 2 Additionally, on June 8, 2021; the City Council adopted the Fiscal Year 2021-22 Operating Budget which included funding allocation for the Temporary Fire Station 7. After looking at various locations, it was determined that the former Encina Power Plant is the location that meets all the criteria for the temporary station. A minor Conditional Use Permit will be issued by the end of 2021, and in early 2022 city staff will file an application for a Coastal Development Permit for the use through the Coastal Commission. This station is critical to implement the City Council’s Goals and ensure standards of cover for fire services within the city. This agreement arranges services that our current employee base cannot provide including; providing strategic assistance with adoption of the LCP Update with suggested modifications acceptable to the city, assisting the city in communication with Costal Commission Staff and Coastal Commissioners, advising on appropriate communication with Commissioners/Commission staff, informing the city on current policy trends, and assisting in preparation of an effective presentation at Coastal Commission Hearings. Approval for Exemption 12/16/2021 Roxanne Muhlmeister, Date Assistant Finance Director/Purchasing Officer Attachment: Professional Services Agreement with McCabe & Company for Coastal Commission Support cc: Jeff Murphy, Community Development Director Don Neu, City Planner Laureen Ryan, Senior Management Analyst Shea Sainz, Senior Contract Administrator 12/28/2021 intouch Insurance Services16461 Sherman Way Suite 350Lake Balboa, CA 91406License #: 0H55923 Harriet Hoskins (818)824-4484 (888) 543-1210 harrieth@intouchis.com 00000735-0 24 McCabe & Company122 Voyage MallMarina Del Rey, CA 90292 Continental Casualty Company 20443 A Y Y B 6011579408 07/11/2021 07/11/2022XX X 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 Continental Casualty Company 20443 A Y Y B 6011579408 07/11/2021 07/11/2022 X X 1,000,000 Continental Casualty Company 20443 B B 6011580509 07/11/2021 07/11/2022XX X 10,000 1,000,0001,000,000 Valley Forge Insurance Company 20508 C WC6011580493 07/11/2021 07/11/2022 Y X 1,000,0001,000,0001,000,000 Hiscox Insurance Company D MPL4544251 .21 07/24/2021 07/24/2022Professional Liab $1MIL Per Claim $2MIL Aggregate Certificate holder and The City of Carlsbad, its officers, officials, agents, employees and volunteers named as additional insuredwith respects to operations of named insured as per written contract. This insurance for the General Liability shall apply as Primary and Non—Contributory. Waivers of Subrogation shall be granted for General Liability per the attached endorsements. 30Days Notice of Cancellation except for Non-Payment 10 days. City of CarlsbadCommunity Development Department1635 Faraday Ave.Carlsbad, CA 92008 (HAH) Printed by HAH on 12/28/2021 at 02:26PM ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD DATE (MM/DD/YYYY) 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 AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOSHIREDNON-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 LIMIT $DESCRIPTION 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 BEFORETHE 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 PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE 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), 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 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. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE SB146932G(Ed.10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORMBUSINESSOWNERSCOMMONPOLICYCONDITIONS TABLE OF CONTENTS I.Blanket Additional Insured Provisions A.Additional Insured –Blanket Vendors B.Miscellaneous Additional Insureds C.Additional Provisions Pertinent to Additional Insured Coverage 1.a.Primary –Noncontributory provision 1.b.Definition of "written contract" 2.Additional Insured –Extended Coverage II.Liability Extension Coverages A.Bodily Injury –Expanded Definition B.Broad Knowledge of Occurrence C.Estates,Legal Representatives and Spouses D.Fellow Employee First Aid E.Legal Liability –Damage to Premises F.Personal and Advertising Injury –Discrimination or Humiliation G.Personal and Advertising Injury –Broadened Eviction H.Waiver of Subrogation –Blanket I.BLANKET ADDITIONAL INSURED PROVISIONS A.ADDITIONAL INSURED –BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to belowasvendor)with whom you agreed under a "written contract"to provide insurance,but only with respect to"bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regularcourseof the vendor's business, subject to the following additional exclusions: 1.The insurance afforded the vendor does not apply to: a."Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of theassumptionofliability in a contract or agreement.This exclusion does not apply to liability for damagesthat the vendor would have in the absence of the contract or agreement; b.Any express warranty unauthorized by you; c.Any physical or chemical change in the product made intentionally by the vendor; d.Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or thesubstitutionofpartsunderinstructionsfromthemanufacturer,and then repackaged in the originalcontainer; e.Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to makeornormallyundertakestomakeintheusualcourseofbusiness,in connection with the distribution or saleof the products; f.Demonstration,installation,servicing or repair operations,except such operations performed at thevendor's premises in connection with the sale of the product; g.Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor;or SB146932G (10-19)Page 1of7 Copyright,CNA All Rights Reserved. SB146932G(Ed.10-19) h."Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts oromissionsorthoseofitsemployeesoranyoneelseactingonitsbehalf.However,this exclusion does notapplyto: (1)The exceptions contained in Subparagraphs d.or f.;or (2)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normallyundertakestomakeintheusualcourseofbusiness,in connection with the distribution or sale of theproducts. 2.This insurance does not apply to any insured person or organization,from whom you have acquired suchproducts,or any ingredient,part or container,entering into,accompanying or containing such products. 3.This provision 2.does not apply to any vendor included as an insured by an endorsement issued by us andmadeapartofthisPolicy. 4.This provision 2.does not apply if"bodily injury"or "property damage"included within the "products-completed operations hazard"isexcluded either by the provisions of the Policy or by endorsement. B.MISCELLANEOUS ADDITIONAL INSUREDS 1.Who Is An Insured is amended to include as an insured any person or organization (called additionalinsured)described in paragraphs 3.a.through 3.j.below whom you are required to add as an additionalinsuredonthis policy under a "written contract." 2.However,subject always to the terms and conditions of this policy,including the limits of insurance,we willnotprovidetheadditionalinsuredwith: a.A higher limit of insurance than required by such "written contract;" b.Coverage broader than required by such "written contract"and in no event greater than that describedbytheapplicableparagrapha.through k.below;or c.Coverage for "bodily injury"or "property damage"included within the "products-completedoperationshazard."But this paragraph c.does not apply to the extent coverage for such liability isprovidedbyparagraph3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3.Only the following persons or organizations can qualify as additional insureds under this endorsement: a.Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arisingoutof: (1)such person or organization's financial control of you;or (2)Premises such person or organization owns,maintains or controls while you lease or occupy thesepremises; provided that the coverage granted to such additional insureds does not apply to structural alterations,new construction or demolition operations performed by or for such additional insured. b.Co-owner of Insured Premises A co-owner ofapremises co-owned by you and covered under this insurance but only with respect to theco-owners liability for "bodily injury,""property damage"or "personal and advertising injury"as co-owner of such premises. c.Grantor of Franchise Any person or organization that has granted a franchise to you,but only with respect to such person ororganization's liability for "bodily injury,""property damage,"or "personal and advertising injury"asgrantorofafranchisetoyou. SB146932G (10-19)Page 2of7 Copyright,CNA All Rights Reserved.40020000860115794088487 SB146932G(Ed.10-19) d.Lessor of Equipment Any person or organization from whom you lease equipment,but only with respect to liability for "bodilyinjury,""property damage"or "personal and advertising injury"caused in whole or in part by yourmaintenance,operation or use of such equipment,provided that the "occurrence"giving rise to such"bodily injury"or "property damage"or the offense giving rise to such "personal and advertisinginjury"takes place prior to the termination of such lease. e.Lessor of Land Any person or organization from whom you lease land,but only with respect to liability for "bodily injury,""property damage"or "personal and advertising injury"arising out of the ownership,maintenance oruseof that specific part of the land leased to you,provided that the "occurrence"giving rise to such"bodily injury"or "property damage"or the offense giving rise to such "personal and advertisinginjury,"takes place prior to the termination of such lease.The insurance hereby afforded to the additionalinsureddoesnotapplytostructuralalterations,new construction or demolition operations performed by,on behalf of or for such additional insured. f.Lessor of Premises An owner or lessor of premises leased to you,or such owner or lessor's real estate manager,but onlywithrespecttoliabilityfor"bodily injury,""property damage"or "personal and advertising injury"arising out of the ownership,maintenance or use of such part of the premises leased to you,andprovidedthat the "occurrence"giving rise to such "bodily injury"or "property damage"or the offensegivingrisetosuch"personal and advertising injury,"takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations,newconstructionordemolitionoperationsperformedby,on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver of premises but only with respect to such mortgagee,assignee,orreceiver's liability for "bodily injury,""property damage"or "personal and advertising injury"arisingout of the ownership,maintenance,or use ofapremises by you.This insurance does not apply to structural alterations,new construction or demolition operationsperformedby,on behalf of or for such additional insured. h.State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit orauthorization,but only with respect to such government agency or subdivision or political subdivision'sliabilityfor"bodily injury,""property damage"or "personal and advertising injury"arising out of: (1)The following hazards in connection with premises you own,rent,or control and to which thisinsuranceapplies: (a)The existence,maintenance,repair,construction,erection,or removal of advertising signs,awnings,canopies,cellar entrances,coal holes,driveways,manholes,marquees,hoistawayopenings,sidewalk vaults,street banners,or decorations and similar exposures;or (b)The construction,erection,or removal of elevators;or (c)The ownership,maintenance or use of any elevators covered by this insurance;or (2)The permitted or authorized operations performed by you or on your behalf.But the coverage grantedbythisparagraphdoesnotapplyto: (a)"Bodily injury","property damage"or "personal and advertising injury"arising out ofoperationsperformedforthestateorgovernmentagencyorsubdivisionorpoliticalsubdivision;or (b)"Bodily injury"or "property damage"included within the "products-completed operationshazard." With respect to this provision's requirement that additional insured status must be requested under a"written contract,"we will treat as a "written contract"any governmental permit that requires you to addthegovernmentalentityasanadditionalinsured. SB146932G (10-19)Page 3of7 Copyright,CNA All Rights Reserved. SB146932G(Ed.10-19) i.Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor,presenter or displayer,anypersonororganizationwhomyouarerequiredtoinclude as an additional insured,but only with respect tosuchpersonororganization's liability for "bodily injury,""property damage,"or "personal andadvertisinginjury"caused by: a.Your acts or omissions;or b.Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j.Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through i.above.Suchadditionalinsuredisaninsuredsolelyfor"bodily injury,""property damage"or "personal andadvertisinginjury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1)For "bodily injury,""property damage,"or "personal and advertising injury"arising out of therenderingorfailuretorenderanyprofessionalservices; (2)For "bodily injury"or "property damage"included in the "products-completed operationshazard."But this provision (2)does not apply to such "bodily injury"or "property damage"if: (a)It is entirely due to your negligence and specifically results from your work for the additionalinsuredwhichisthesubjectto the "written contract";and (b)The "written contract"requires you to make the person or organization an additional insured forsuch"bodily injury"or "property damage";or (3)Who is afforded additional insured coverage under another endorsement attached to this policy. C.ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1.With respect only to additional insured coverage provided under paragraphs A.and B.above: a.The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to theConditionentitledOther Insurance: This insurance is excess of all other insurance available to an additional insured whether primary,excess,contingent or on any other basis.However,if a "written contract"requires that this insurance beeitherprimaryorprimaryandnoncontributing,then this insurance will be primary and non-contributoryrelative solely to insurance on which the additional insured is a named insured. b.Under Liability and Medical Expense Definitions,the following definition is added: "Written contract"means a written contract or agreement that requires you to make a person ororganizationanadditionalinsuredonthis policy,provided the contract or agreement: (1)Is currently in effect or becomes effective during the term of this policy;and (2)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. 2.With respect to any additional insured added by this endorsement or by any other endorsement attached tothisCoveragePart,the section entitled Who Is An Insured is amended to make the following natural personsinsureds. If the additional insured is: a.An individual,then his or her spouse is an insured; SB146932G (10-19)Page 4of7 Copyright,CNA All Rights Reserved.40020000860115794088488 SB146932G(Ed.10-19) b.A partnership or joint venture,then its partners,members and their spouses are insureds; c.A limited liability company,then its members and managers are insureds; d.An organization other than a partnership,joint venture or limited liability company,then its executiveofficers,directors and shareholders are insureds;or e.Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions,and only with respect to their respective roles within their organizations.Furthermore,employees ofadditionalinsuredsarenotinsuredswithrespecttoliabilityarisingoutof: (1)"Bodily injury"or "personal and advertising injury"to any fellow employee or to any natural personlisted in paragraphs a.through d.above; (2)"Property damage"to property owned,occupied or used by their employer or by any fellow employee;or (3)Providing or failing to provide professional health care services. II.LIABILITY EXTENSION COVERAGES Itisunderstood and agreed that this endorsement amends the Businessowners Liability Coverage Form.Ifanyotherendorsementattachedtothis policy amends any provision also amended by this endorsement,then that otherendorsementcontrolswithrespecttosuchprovision,and the changes made by this endorsement to such provision donotapply. A.Bodily injury –Expanded Definition Under Liability and Medical Expenses Definitions,the definition of "Bodily injury"isdeleted and replaced bythefollowing: "Bodily injury"means physical injury,sickness or disease sustained by a person,including death,humiliation,shock,mental anguish or mental injury by that person at any time which results as a consequence of the physicalinjury,sickness or disease. B.Broad Knowledge of Occurrence Under Businessowners Liability Conditions,the Condition entitled Duties In The Event of Occurrence,Offense,Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional insured only when such "occurrence,"offense,claim or "suit"isknown to: (1)You or any additional insured that is an individual; (2)Any partner,if you or an additional insured is a partnership; (3)Any manager,if you or an additional insured is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured is a corporation; (5)Any trustee,if you or an additional insured is a trust;or (6)Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C.Estates,Legal Representatives and Spouses The estates,heirs,legal representatives and spouses of any natural person insured shall also be insured underthis policy;provided,however,coverage is afforded to such estates,heirs,legal representatives and spouses onlyforclaimsarisingsolelyout of their capacity as such and,in the case ofaspouse,where such claim seeksdamagesfrommaritalcommonproperty,jointly held property,or property transferred from such natural personinsuredtosuchspouse.No coverage is provided for any act,error or omission of an estate,heir,legalrepresentativeorspouse outside the scope of such person's capacity as such,provided however that the spouseofanatural person Named Insured and the spouses of members or partners of joint venture or partnershipNamedInsuredsareinsuredswithrespecttosuchspouses'acts,errors or omissions in the conduct of the NamedInsured's business. SB146932G (10-19)Page 5of7 Copyright,CNA All Rights Reserved. SB146932G(Ed.10-19) D.Fellow Employee First Aid Coverage In the section entitled Who Is An Insured,paragraph 2.a.1.is amended to add the following: The limitations described in subparagraphs 2.a.1.(a),(b)and (c)do not apply to your "employees"for "bodilyinjury"that results from providing cardiopulmonary resuscitation or other first aid services toaco-"employee"or"volunteer worker"that becomes necessary while your "employee"isperforming duties in the conduct of yourbusiness.Your "employees"are hereby insureds for such services.But the insured status conferred by thisprovisiondoesnotapplyto"employees"whose duties in your business are to provide professional health careservicesorhealthexaminations. E.Legal Liability –Damage To Premises 1.Under B.Exclusions,1.Applicable to Business Liability Coverage,Exclusion k.Damage To Property,isreplacedbythefollowing: k.Damage To Property "Property damage"to: 1.Property you own,rent or occupy,including any costs or expenses incurred by you,or any otherperson,organization or entity,for repair,replacement,enhancement,restoration or maintenance ofsuchpropertyforanyreason,including prevention of injury toaperson or damage to another'sproperty; 2.Premises you sell,give away or abandon,if the "property damage"arises out of any part of thosepremises; 3.Property loaned to you; 4.Personal property in the care,custody or control of the insured; 5.That particular part of any real property on which you or any contractors or subcontractors workingdirectlyorindirectly in your behalf are performing operations,if the "property damage"arises out ofthoseoperations;or 6.That particular part of any property that must be restored,repaired or replaced because "your work"was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work"and were never occupied,rented or held for rental by you. Paragraphs 1,3,and 4,of this exclusion do not apply to "property damage"(other than damage by fireorexplosion)to premises: (1)rented to you: (2)temporarily occupied by you with the permission of the owner,or (3)to the contents of premises rented to you for a period of7or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D –Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4,5,and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage"included in the "products-completed operations hazard." 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the following paragraph is added, andreplacesthesimilarparagraph,if any,beneath paragraph (14)of the exclusion entitled Personal andAdvertisingInjury: Exclusions c,d,e,f,g, h,i,k,l,m,n, and o,do not apply to damage by fire to premises while rented to youortemporarilyoccupiedbyyouwithpermissionof the owner or to the contents of premises rented to you for aperiodof7orfewerconsecutivedays.A separate limit of insurance applies to this coverage as described inSectionD.Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19)Page 6of7 Copyright,CNA All Rights Reserved.40020000860115794088489 SB146932G(Ed.10-19) 3.The first Paragraph under item 5.Damage To Premises Rented To You Limit of the section entitledLiabilityAndMedicalExpensesLimitsOfInsuranceisreplacedbythefollowing: The most we will pay under Business Liability for damages because of "property damage"to any onepremises,while rented to you or temporarily occupied by you with the permission of the owner,includingcontentsofsuchpremisesrentedtoyouforaperiodof7orfewerconsecutivedays,is the Damage toPremisesRentedtoYouLimit.The Damage to Premises Rented to You Limit is the greater of: a.$1,000,000;or b.The Damage to Premises Rented to You Limit shown in the Declarations. F.Personal and Advertising Injury –Discrimination or Humiliation 1.Under Liability and Medical Expenses Definitions,the definition of "personal and advertising injury"isamendedto add the following: h.Discrimination or humiliation that results in injury to the feelings or reputation ofanatural person,but onlyifsuchdiscriminationorhumiliationis: (1)Not done intentionally by or at the direction of: (a)The insured;or (b)Any "executive officer,"director,stockholder,partner,member or manager (if you are a limitedliabilitycompany)of the insured;and (2)Not directly or indirectly related to the employment,prospective employment,past employment orterminationofemploymentofanypersonorpersonbyanyinsured. 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the exclusion entitled Personal andAdvertisingInjuryisamendedto add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale,rental,lease or sub-lease or prospectivesale,rental,lease or sub-lease of any room,dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment,prospective employment,past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3.This provision (Personal and Advertising Injury –Discrimination or Humiliation)does not apply ifPersonalandAdvertisingInjuryLiability is excluded either by the provisions of the Policy or byendorsement. G.Personal and Advertising Injury -Broadened Eviction Under Liability and Medical Expenses Definitions,the definition of "Personal and advertising injury"isamendedtodeleteParagraphc.and replace it with the following: c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy ofaroomdwellingorpremisesthat a person or organization occupies committed by or on behalf of its owner,landlordorlessor. H.Waiver of Subrogation –Blanket We waive any right of recovery we may have against: a.Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19)Page 7of7 Copyright,CNA All Rights Reserved.