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HomeMy WebLinkAboutNovoa Communications Inc DBA NovoArts; 2023-04-25;City Attorney Approved Version 12/28/2022 1 AGREEMENT FOR PUBLIC INVOLVEMENT AND COMMUNICATION SERVICES NOVOA COMMUNICATIONS INC. DBA NOVOARTS THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2023, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and Novoa Communications DBA NovoArts, a corporation, ("Contractor"). RECITALS A. City requires the professional services of a public involvement consultant experienced in providing public information and communication services to government entities. B. Contractor has the necessary experience in providing professional services and advice related to providing public information and communication services to government entities. 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 two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed shall not exceed forty thousand dollars ($40,000.00) per Agreement year and shall be billed at the rate of one hundred twenty dollars ($120.00) per hour. 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 forty thousand dollars ($40,000.00) 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". DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10 April 25th City Attorney Approved Version 12/28/2022 2 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The 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 DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10 City Attorney Approved Version 12/28/2022 3 carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. 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: 4F43D63E-A545-4890-B163-006E8E595E10 City Attorney Approved Version 12/28/2022 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 Kristina Ray Name Melba Novoa Title Director Title President Department Communication & Engagement Address 2025 Westwood Drive City of Carlsbad Carlsbad, CA 92008 Address 1200 Carlsbad Village Drive Phone No. 760-473-3511 Carlsbad, CA 92008 Email melba@novoacommunications.com Phone No. 442-339-2957 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: 4F43D63E-A545-4890-B163-006E8E595E10 City Attorney Approved Version 12/28/2022 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. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party 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. X DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10 □□ City Attorney Approved Version 12/28/2022 6 Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation 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: 4F43D63E-A545-4890-B163-006E8E595E10 City Attorney Approved Version 12/28/2022 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. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: MELBA NOVOA President KRISTINA RAY Communication & Engagement Director ATTEST: By: MELBA NOVOA Secretary SHERRY FREISINGER City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A 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 K. McMAHON, City Attorney BY: _____________________________ Deputy / Assistant City Attorney DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10 City Attorney Approved Version 12/28/2022 8 EXHIBIT “A” SCOPE OF SERVICES Public Engagement and Facilitation Services On an as needed basis under the direction of the communication director, provide public engagement and facilitation services and advice to include: • Attend meetings with city staff to discuss upcoming opportunities for public engagement and facilitation. • Design public involvement processes to meet city objectives, including online engagement. • Make recommendations for engagement strategies, tools and approaches. • Conduct interviews with city staff and stakeholders to obtain input on city programs and initiatives. • Facilitate meetings with city staff and stakeholders. • Draft reports summarizing engagement efforts. Public Outreach and Involvement Services Provide public outreach and involvement services as needed to implement city communication functions, including: • Public information for city issues, events, projects and services • Coordination of public outreach and involvement activities to promote awareness of and involvement in city programs, events, issues and services • Production of city informational materials • Coordination and promotion of special events and public meetings • Writing news releases, articles, website content, fact sheets and informational descriptions of city issues, events, projects and services This task will be directed by the communications director or community relations manager. Other Considerations • All works submitted to and accepted by the city must be an original piece created by the contractor. • The City reserves the right to use all submitted works in current and/or future forms of current media and/or media to be developed. • Written work products must follow the City of Carlsbad writing style guidelines and be free from Contractor logos or other branding elements. • Contractor is responsible for alerting the city’s project manager in advance in writing of any out of scope requests before commencing work. • Contractor will provide invoices to the city in a format specified by the Communication & Engagement director. • Contractor must get approval in advance in writing from the Communication & Engagement director prior to disclosing information about this contract or Contractor activities on behalf of the city, including using this project for marketing purposes, case studies, professional association presentations and any other purpose. DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10 City Attorney Approved Version 12/28/2022 9 • Any creative/design products must conform of the City of Carlsbad brand guidelines. All work products must be provided in the following file formats: • Microsoft Word or Google Docs (for documents) • Microsoft Excel or Google Sheets (for spreadsheets) • Microsoft PowerPoint or Google Slides for presentations Total not to exceed $40,000 per Agreement year DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10 DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10 Named Insured AT2 M-12-0305-FB2F F U 000759 3125 NOVOA COMMUNICATIONS INC OBA NOVOA ARTS 2025 WESTWOOD DR CARLSBAD CA 92008-1143 l1ll11l1ll1 11l 11 1l1111 1l111lll 111 l1 111111 1l1 11 1111111 11 111•1•11•1 Office Policy I Policy 90-EC-2206-7 Policy Period Eft&ctiYe Date Ex iration D 12 o hs MAY 8 2022 Y 8 202 I he po 1i:y period beorn s and ends at 12:01 am standa _ tl eat the premises location. Agent and Mailing Address LINDA NEWELL 993 LOHAS SANTA FE DR STE F SOLANA BEACH CA 92075-2135 PHONE : (858) 481-1436 Automatic Renewal -If the policy period is shown as 12 months, this policy will be renewed automatically subjectto the premiums, rule forms in effect for each succeeding policy period. If this policy is terminated, we will give you and the Mortgagee/Lien holder written noti compliance with the policy provisions or as required by law. Entity: Corporation NOTICE: Information concerning changes in your policy language is included. Please call your agent if you have any questions. POLICY PREMIUM Discounts Applied: Renewal Year Years in Business Claim Record Prepared FEB 23 2022 CMP-4000 004710 294 E 1Y,L4 $ 543.00 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Continued on Reverse Side of Page Page 1 of 530 686 a.2 05 31 201 DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10-----------ECLARATIONS (CONTINUED) Office Policy for NOVOA COMMUNICATIONS INC Policy Number 90-EC-2206-7 SECTION I -PROPERTY SCHEDULE Location Location of Limit of Insurance* Number Described Premises Coverage A- Buildings 001 2025 WESTWOOD DR CARLSBAD CA 92008-1143 No Coverage Limit of Insurance* Seasonal Increase- Covera~e B -Business Business ersonal Personal Property Property $ 5,800 25% * As of the effective date of this policy, the L1m1t of Insurance as shown includes any increase in the limit due to Inflation Cove1 SECTION I -INFLATION COVERAGE INDEX<ES} Cov A -Inflation Coverage Index: Cov B -Consumer Price Index: SECTION I -DEDUCTIBLES Basic Deductible Special Deductibles: Money and Securities Equipment Breakdown $1 ,000 $250 $1,000 NIA 278.8 Employee Dishonesty Other deductibles may apply -refer to policy. Prepared FEB 23 2022 CMP-4000 004710 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Continued on Next Page $250 Page 2 of DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10. ·-.. -··~-..1ECLARATIONS (CONTINUED) Office Policy for NOVOA COMMUNICATIONS INC Policy Number 90-EC-2206-7 IVI '+/ IV I ~-=---~--~-~~-------' ,SECTION I -EXTENSIONS OF COVERAGE -LIMIT OF INSURANCE -EACH DESCRIBED PREMISES ~ ~ ~ ~ I 1 The coverages and corresponding limits shown below apply separately to each described premises shown in th• Declarations, unless indicated by "See Schedule." If a coverage does not have a corresponding limit shown belc but has "Included" indicated, please refer to that policy provision for an explanation of that coverage. COVERAGE Accounts Receivable On Premises Off Premises Arson Reward Back-Up Of Sewer Or Drain Collapse Damage To Non-Owned Buildings From Theft, Burglary Or Robbery Debris Removal Equipment Breakdown Fire Department Service Charge Fire Extinguisher Systems Recharge Expense Forgery Or Alteration Glass Expenses Increased Cost Of Construction And Demolition Costs (applies only when buildings are insured on a replacement cost basis) Money And Securities (Off Premises) Money And Securities (On Premises) Money Orders And Counterfeit Money Newly Acquired Business Personal Property (applies only if this policy provides Coverage B -Business Personal Property) Newly Acquired Or Constructed Buildings (applies only if this policy provides Coverage A -Buildings) Prepared FEB 23 2022 CMP-4000 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permiss ion. 004711 294 E Continued on Reverse Side of Page ' LIMIT OF INSURANCE $50 ,000 $15 ,000 $5,000 $15,000 Included Coverage B Limit 25% of covered loss Included $5,000 $5,000 $10,000 Included 10% $5,000 $10 ,000 $1 ,000 $100,000 $250,000 Page 3 ol DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10 Office Policy for NOVOA COMMUNICATIONS INC Policy Number 90-EC-2206-7 Ordinance Or Law -Equipment Coverage Outdoor Property CLARATIONS (CONTINUED) Personal Effects (applies only to those premises provided Coverage B -Business Personal Property) Personal Property Off Premises Pollutant Clean Up And Removal Preservation Of Property Property Of Others (applies only to those premises provided Coverage B -Business Personal Property) Signs Unauthorized Business Card Use Valuable Papers And Records On Premises Off Premises SECTION I -EXTENSIONS OF COVERAGE -LIMIT OF INSURANCE -PER POLICY Included $5,000 $5,000 $15,000 $10,000 30 Days $2,500 $2,500 $5,000 $50,000 $15,000 The coverages and corresponding limits shown below are the most we will pay regardless of the number of described premises shown in these Declarations. COVERAGE Dependent Property -Loss Of Income Employee Dishonesty Utility Interruption -Loss Of Income Loss Of Income And Extra Expense Prepared LIMITOF INSURANCE $5,000 $10,000 $10,000 Actual Loss Sustained -12 Months FEB 23 2022 CMP-4000 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission . 004711 Continued on Next Page Page 4 of DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10··-··-··~·-_ECLARATIONS (CONTINUED) Office Policy for NOVOA COMMUNICATIONS INC Policy Number 90-EC-2206-7 IVI '+/ IU ~ I SECTION II -LIABILIJY COVERAGE Coverage L -Business Liability Coverage M -Medical Expenses (Any One Person) Damage To Premises Rented To You AGGREGATE LIMITS Products/Completed Operations Aggregate General Aggregate LIMIT OF INSURANCE $2,000,000 $5,000 $300,000 LIMIT OF INSURANCE $4,000,000 $4,000,000 Each paid claim for Liability Coverage reduces the amount of insurance we provide during the applicable annual period. Please refer to Section II -Liability in the Coverage Form and any attached endorsements. Your policy consists of these Declarations, the BUSINESSOWNERS COVERAGE FORM shown below, and any other forms and endorsements that apply, including those shown below as well as those issued subsequent to the issuance of this policy. FORMS AND ENDORSEMENTS CMP-4101 FE-6999.3 CMP-4819.1 CMP-4705.2 CMP-4710 CMP-4709 CMP-4698 CMP-4704.1 CMP-4703.1 CMP-4786.1 CMP-4260.1 CMP-4261 CMP-4787 Prepared FEB 23 2022 CMP-4000 004712 294 E Businessowners Coverage Form *Terrorism Insurance Cov Notice Unauthorized Business Card Use Loss of Income & Extra Expense Employee Dishonesty Money and Securities Back-Up of Sewer or Drain Dependent Prop Loss of Income Utility Interruption Loss lncm Addi lnsd Owners Lessee Sched Amendatory Endorsement-CA Amendatory Endorsement Waiver of Trans Rgt of Recov © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Continued on Reverse Side of Page Page 5 of DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10---·-···· --ECLARATIONS (CONTINUED) Office Policy for NOVOA COMMUNICATIONS INC Policy Number 90-EC-2206-7 CMP-4793.1 FD-6007 Al State Political Perm Prem Inland Marine Attach Dec * New Form Attached SCHEDULE OF ADDITIONAL INTERESTS Interest Type: Addi Insured-Section II Endorsement#: CMP47861 Loan Number: N/A CITY OF CARLSBAD 1200 CARLSBAD VILLAGE DR CARLSBAD CA 920081989 Interest Type: Addi Insured-Section II Endorsement#: CMP47931 Loan Number: N/A CITY OF CARLSBAD, ITS OFFICIALS, EMPLOYEES AND VOLUNTEERSARENAMEDASAN 1200 CARLSBAD VILLAGE DR CARLSBAD CA 920081989 Interest Type: Addi Insured-Section II Endorsement#: CMP47861 Loan Number: N/A WESTERN MUNICIPAL WATER DISTRICT ATTN PURCHASING DEPT 14205 MERIDIAN PKWY RIVERSIDE CA 925183045 This policy is issued by the State Farm General Insurance Company. Participating Policy You are entitled to participate in a distribution of the earnings of the company as determined by our Board of Directors in accordance with the Company's Articles of Incorporation, as amended. In Witness Whereof, the State Farm General Insurance Company has caused this policy to be signed by its President anc Secretary at Bloomington, Illinois. ~m-~ ~~ Prepared FEB 23 2022 CMP-4000 004712 Secretary President © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Continued on Next Page Page 6 of DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10 I , M 4/lU ,, ... m-••~-JECLARATIONS (CONTINUED) Office Policy for NOVOA COMMUNICATIONS INC Policy Number 90-EC-2206-7 IMPORTANT NOTICE: Callfomla law requires us to provide you with lnfonnatlon for flllng complaints with the State Insurance Department regarding t coverage and service provided under this policy. Your agent's name and contact information are provided on the front of this document. Another option is to reach out by mail or phone directly to: State Farm® Executive Customer Service PO Box 2320 Bloomington IL 61702 Phone# 1-800-STATEFARM (1-800-782-8332) Department of Insurance complaints should be filed only after you and State Farm or your agent or other company representative have failed to reach a satisfactory agreement on a problem. California Department of Insurance Consumer Services Division 300 South Spring Street Los Angeles, CA 90013 Phone# 1-800-927-HELP (4357) or visit www .insuranoe.ca.gov/0t-coll8llllers NOTICE TO POLICYHOLDER: For a comprehensive description of coverages and forms, please refer to your policy. Policy changes requested before the "Date Prepared", which appear on this notice, are effective on the Renewal Date of this policy unless otherwise indicated by a separate endorsement. binder, or amended declarations. Any coverage forms attached to th is notice are also effective on the Renewal Date of this policy. Policy changes requested after the "Date Prepared" will be sent to you as an amended declarations or as an endorsement to your policy. Billing for any additional premium for such changes will be mailed at a later date. If, during the past year, you've acquired any valuable property items, made any improvements to insured property, or have any questions about your insurance coverage, contact your State Farm agent. Please keep this with your policy. Prepared FEB 23 2022 CMP-4000 004713 294 E © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Continued on Reverse Side of Page Page 7 of WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Kristina Ray, Communication & Engagement April 18, 2023 (Name and Department) Date Proposed modification(s) to the PL requirement(s) for Melba Novoa (Type of insurance) (Name of contract) Reduce coverage to the amount of : Waive coverage Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] Contract Amount/Term of Contract: $40,000. Work will be completed over a period of 1 year Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): The scope of work is primarily advisory in nature (developing recommendations, creating recommended language for materials, etc.). City staff has expertise to adequately evaluate contractor's recommendations, and staff can control the results of the project. Contractor will present ideas and drafts for the city to evaluate, fact check, finalize and distribure. Contractor will not have access to city channels of communication. In addition, the city attorney has prepared a contract template for communication contractors with language addressing the creation and use of intellectual property. DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10 □ ~ □ □ Approved by Risk Manager for this contract only: (Signature) (Date) H:\WORD\Insurance\Admin Order #68 waiver modify insurance requirements.doc DocuSign Envelope ID: 4F43D63E-A545-4890-B163-006E8E595E10 4/24/2023