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Carlsbad Village Business Association; 2022-09-12;
City Attorney Approved Version 8/2/2022 1 AGREEMENT FOR BANNER PROGRAM MANAGEMENT SERVICES CARLSBAD VILLAGE BUSINESS ASSOCIATION 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 Carlsbad Village Business Association, a California 501(c)(6) Non-profit, ("Contractor"). RECITALS A. City requires the professional services of a nonprofit organization that is experienced in main street banner programs. B. Contractor has the necessary experience in providing professional services and advice related to managing installation and removal of street banners and oversight of program needs. 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. 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 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. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as DocuSign Envelope ID: 4B51F088-5C09-4D3F-AE09-63B1F8ACA3FF 22September 12th City Attorney Approved Version 8/2/2022 2 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 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. DocuSign Envelope ID: 4B51F088-5C09-4D3F-AE09-63B1F8ACA3FF City Attorney Approved Version 8/2/2022 3 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: 4B51F088-5C09-4D3F-AE09-63B1F8ACA3FF City Attorney Approved Version 8/2/2022 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 Matthew Sanford Name Christine Davis Title Economic Development Manager Title Executive Director, Carlsbad Village Association Department Innovation & Economic Development Address 400 Carlsbad Village Dr. City of Carlsbad Carlsbad, CA 92008 Address 1635 Faraday Ave. Phone No. 760-644-2121 Carlsbad, CA 92008 Email chris@carlsbad-village.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. DocuSign Envelope ID: 4B51F088-5C09-4D3F-AE09-63B1F8ACA3FF City Attorney Approved Version 8/2/2022 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: 4B51F088-5C09-4D3F-AE09-63B1F8ACA3FF □ City Attorney Approved Version 8/2/2022 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: 4B51F088-5C09-4D3F-AE09-63B1F8ACA3FF City Attorney Approved Version 8/2/2022 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. CARLSBAD VILLAGE BUSINESS ASSOCIATION, a California 501(c)(6) non-profit CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) GEOFF PATNOE Assistant City Manager Zachary Markham, Board Chair (print name/title) ATTEST: By: (sign here) FAVIOLA MEDINA Joli Hatch, 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: CINDIE McMAHON, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 4B51F088-5C09-4D3F-AE09-63B1F8ACA3FF City Attorney Approved Version 8/2/2022 8 EXHIBIT “A” SCOPE OF SERVICES Carlsbad is an active coastal city with a vibrant culture featuring beaches, nature trails, a charming downtown and family attractions. The city is host to a wide variety of community, sporting, cultural and civic events each year throughout its nearly 40 square miles. Street banners (hereinafter referred to as “banners”) can be found throughout the city and provide a very visible community messaging system to help promote its active beach culture, welcome in the seasons, and announce community-related events, exhibits, and health-related public service campaigns. The banners also brand Carlsbad as a welcoming destination for visitors. The Carlsbad Village Association (hereinafter referred to as “Contractor”), a 501(c)(6) nonprofit dedicated to the continual improvement of Carlsbad Village, is proposing to assume management of the program on behalf of the City of Carlsbad. Contractor will create, implement and manage a cost-effective program with more frequent changeouts and varying banners that will enhance the program and better serve the city, its businesses and the community. Contractor shall have the ability to install holiday lighting on designated lightpoles, with prior city approval, provided they obtain their own funding. BANNER PROGRAM SERVICES Task 1: Banner & Hardware Installation Contractor will install Windbreaker 2-piece hardware systems to support 30 X 96 banners on 75 newly designated poles in the City, which will include 8 at the Crossings. Contractor will consult City prior to executing installation. City will provide authorization to Contractor in writing. 09/15/22-11/15/22 (67 “evergreen” banners) TBD (8 “custom” banners at the Crossings) Task 2: Banner Changeouts Contractor will provide up to four (4) seasonal changes on existing lightpole banner locations per below schedule. Contractor will consult City prior to executing each changeout of the banners. City will provide authorization to Contractor in writing. Four seasonal changes on designated existing lightpole banner locations per below. Dates subject to change due to installer’s schedule, weather, and unforeseen circumstances. 10/15/22 (34 “Fall refresh” banner – on new, phase 2 poles)* 11/8/22-01/15/23 (187 “holiday” banners – 78 existing; 109 new) 01/15/23-09/5/23 (187 “evergreen” banners) 09/05/23-11/20/23 (81 “Fall refresh” banners)** DocuSign Envelope ID: 4B51F088-5C09-4D3F-AE09-63B1F8ACA3FF City Attorney Approved Version 8/2/2022 9 * The Fall refresh for phase 1 poles is managed under the prior contract for work done year one ** Fall refresh represents a 35% Village banner refresh and a 50% city banner refresh Deliverables: Up to four (4) banner changeouts per contract year. Task 3: Banner Maintenance Contractor will conduct quarterly site visits to review the 195 lightpoles and procure banner hardware as needed (bands, brackets, etc. as needed). Contractor will consult City to proceed on execution of work ahead of conducting procurement activities. City will provide authorization to procure hardware to Contractor in writing. Contractor will manage the repair and maintenance of damaged, ripped or faded banners in a timely fashion. Contractor will consult City to proceed on execution of work ahead of conducting maintenance and repair work. City will provide authorization to conduct maintenance and repair work to Contractor in writing. Contractor will work to map and confirm the locations of the total 195 lightpoles to provide a visual map with pole locations for ease of changeouts and repairs in subsequent years. City will provide authorization to conduct mapping work to Contractor in writing. Deliverables: Quarterly site visits/procurement of hardware as needed; Repair and maintenance activities as needed; Mapping 195 poles Task 4: Printing New Banners Contractor will manage the printing of new banners to the described specifications and schedule above. City will have the opportunity to review and approve the design and content of the new banners prior to the execution of the printing. City will provide authorization to proceed with printing in writing. Contractor will also manage the reprint of up to 10 banners per year if the banners are in faded or poor condition and manage the printing of up to eight (8) oversize banners. City will have the opportunity to review and approve the design and content of the re-print and oversize banners prior to the execution of the printing. City will provide authorization to proceed with printing in writing. Deliverables: Up to 210 new banners; Up to 10 more reprints as needed; Up to 8 oversize banner prints as needed Task 5: Storage Contractor will manage the storage of any banners not currently in use. Deliverables: Storage of Banners Task 6: Graphic Design Contractor will manage graphic design work for up to 50 hours. City will provide authorization to proceed with graphic design work in writing. City will have up to two (2) rounds of review for each graphic design work package prior to finalizing acceptance of the graphic design work. Deliverables: Up to 50 hours of graphic design work DocuSign Envelope ID: 4B51F088-5C09-4D3F-AE09-63B1F8ACA3FF City Attorney Approved Version 8/2/2022 10 Task 7: Program Management & Administration Contractor will manage all tasks with regular communications via email, monthly calls as needed. Contractor and the City will meet for a reoccurring call as needed. Contractor will also handle the day-to-day needs, accounting, and other administrative tasks associated with the banner program Deliverables: Banner program administration & management Task 8: Holiday Lighting Planning & Layout Contractor will manage the installation of seasonal holiday lighting on designated light poles in the Village per city’s direction. Cost of holiday lighting equipment, any displays, and installation will be covered by Contractor. The City of Carlsbad shall pay for the associated electrical costs. Deliverables: Planning and layout of holiday lighting program. Task 9: Additional City-Directed Installations At the sole discretion of the City, the City may direct Contractor to install specific banners at specified lightpole locations throughout the city subject to available budget and Contractor capacity. Contractor will manage the printing, installation, and removal of City-directed installations on a per-unit basis. If needed, Contractor will install new hardware at the required lightpole location specified by the City. City will provide print-ready designs to Contractor. Should the City provide direction, Contractor will install City-directed banners at up to 61 lightpole locations (1/3 of existing locations) and up to 32 new lightpole locations specified by the City. In the event of installations at new locations, Contractor will also print evergreen, fall, and/or holiday banners to use at new locations after the city-designated use is complete. Deliverables: Printing, installation, and storage of city-direct banner installations; installation of necessary hardware at designated new locations; printing and installation of additional evergreen, fall, and/or holiday banners to install at new lightpole locations at the conclusion of the city-directed installation as needed. Installation is dependent on installer’s schedule. DocuSign Envelope ID: 4B51F088-5C09-4D3F-AE09-63B1F8ACA3FF City Attorney Approved Version 8/2/2022 11 FEES Task Cost Task 1: Banner & Hardware Installation Install Windbreaker 2-piece system and printed banners on 75 poles; includes 8 at the Crossings Total: $21,165 Task 2: Banner Changeouts Up to four (4) banner changeouts per contract year; 489 banners Total: $12,225 Task 3: Banner Maintenance Quarterly site visits/procurement of hardware as needed $400/year Repair and maintenance activities as needed $500/year Mapping poles $150/year Total: $1,050 Task 4: Printing Banners Up to 143 new banners $11,865/year Up to 10 more reprints as needed $830/year Up to 8 oversize banner prints as needed $1,035/year Total: $13,730 Task 5: Storage Storage of banners not in use $0/year Total: $0 Task 6: Graphic Design Up to 50 hours of graphic design work $45/hour for up to 50 hours/year Total: $2,250 Task 7: Banner Program Administration & Management Program administration & management Total: $12,000 Task 8: Holiday Lighting Planning Planning and layout of holiday lighting Total: $500 Task 9: Additional City-Directed Installations Print, install, maintain, store city-directed banners at up to 61 existing locations $108 per location Acquire and mount hardware, print, install, maintain, store city-directed banners at up to 32 designated new locations; print evergreen, holiday and/or fall banners for use after the city-directed installation is complete $527 per location Total: $23,500 Program Total: $86,420 10% Contingency for unanticipated costs Contingency Total: $8,580 GRAND TOTAL: $95,000 Fees will be paid by City to Contractor upon mutual agreement of completion of deliverables. DocuSign Envelope ID: 4B51F088-5C09-4D3F-AE09-63B1F8ACA3FF ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 10/20/2021 License # 0C36861 37532 CARLSBAD VILLAGE BUSINESS ASSOCIATION 1635 FARADAY AVENUE CARLSBAD, CA 92009 A 2,000,000 X 214520004 9/29/2021 9/29/2022 1,000,000 GL DED: $1,000 0 2,000,000 0 2,000,000 2,000,000A 214520004 9/29/2021 9/29/2022 AUTO DED: $1,000 Additional Insured endorsement attached. Policy form does not contain a General Liability Aggregate. Notice of cancellation will be delivered only to the participating named insured as stated in Item 1 of the Participation Endorsement. Subject to policy terms, conditions and exclusions. THE CITY OF CARLSBAD IT'S OFFICIALS, EMPLOYEES AND VOLUNTEERS ARE NAMED AS ADDITIONAL INSURED FOR GENERAL LIABILITY ONLY WITH RESPECT TO LIABILITY ARISING OUT OF THE ACTIVITIES PERFORMED BY OR ON BEHALF OF THE CITY OF CARLSBAD. City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 CARLVIL-01 VKUMAR Newport Beach-Alliant Insurance Services, Inc. 1301 Dove St Ste 200 Newport Beach, CA 92660 Patricia K Guisler pguisler@alliant.com Great American E & S Insurance Company X X X X X X X DocuSign Envelope ID: 4B51F088-5C09-4D3F-AE09-63B1F8ACA3FF ACORD" I ~ I ~ □ □ ~ ~ ~ □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Additional Insured - Designated Person or Organization This endorsement modifies insurance provided under the following: SPECIAL LIABILITY POLICY FOR PUBLIC ENTITIES AND NON-PROFIT CORPORATIONS Name of Person or Organization: Any person or entity that the "Named Insured" has entered into a written agreement, prior to a loss, to provide defense, indemnity or additional insured protection. The City of Carlsbad it's officials, employees and volunteers are named as additional insured for General Liability only with respect to liability arising out of the activities performed by or on behalf of the City of Carlsbad. The following is added to Section V. PERSONS OR ENTITIES INSURED: Any person(s) or organization(s) listed in the Schedule above is an Additional Insured, but only as respects “Personal Injury” (including “Bodily Injury”) and “Property Damage” arising, in whole or in part, out of the operations of the Named Insured. The inclusion of such Additional Insured shall not serve to increase the "Company's" Limit of Liability as specified in the participation endorsement of this Policy: However, additional insured coverage provided by this insurance will not be broader than coverage required in the written agreement. GL330138 0916 Includes copyrighted material of ISO Properties, Inc., 2004 with Page 1 of 1 its permission DocuSign Envelope ID: 4B51F088-5C09-4D3F-AE09-63B1F8ACA3FF