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Idyllist LLC dba RoleCall; 2024-06-20;
Page 1 City Attorney Approved Version 12/22/2023 AGREEMENT FOR TALENT ATTRACTION PROGRAM DESIGN AND IMPLEMENTATION SERVICES IDYLLIST, LLC, DBA ROLE CALL THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and IDYLLIST LLC, dba RoleCall, an Iowa Limited Liability Company ("Contractor"). RECITALS A. City requires the professional services of a firm that is experienced in talent pipeline development and management, lead generation, and targeting. B. Contractor has the necessary experience in providing professional services and advice related to developing customized talent pipeline solutions to amplify existing talent attraction assets and campaigns. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this 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 terms 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 shall not exceed fifty thousand dollars ($50,000). 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 fifty thousand dollars ($50,000) 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." DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A 20th June Agreement's terms and conditions. Page 2 City Attorney Approved Version 12/22/2023 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 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 defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed 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. - 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. DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A subcontractor of Contractor for work done under this Agreement. At the City's 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 Page 3 City Attorney Approved Version 12/22/2023 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 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 Approved Surplus Line Insurers OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless 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. 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. 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. DocuSign Envelope ID: 82E5D31C-7743-4A9F-A9D8-C814F6BEDF8A connection with performance of the services by Contractor or Contractor's with a surplus line insurer on the State of California's List of (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; ________________ Insurance written on an "occurrence" basis, ________ Errors and omissions liability appropriate to Contractor's profession Page 4 City Attorney Approved Version 12/22/2023 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, 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 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. // // // // // // DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A have the right to make one (1) copy of the work product for Contractor's Page 5 City Attorney Approved Version 12/22/2023 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 are: For City: For Contractor: Name Matt Sanford Name Tim Carty Title Economic Development Manager Title Co-Founder Dept Administrative Services Address 423 Huntington Drive CITY OF CARLSBAD Iowa City, IA 52245 Address 1635 Faraday Ave. Phone 563-542-2463 Carlsbad, CA Email tim@rolecall.pro Phone 760-607-2923 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. 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. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS -duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A □ Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light City Attorney Approved Version 12/22/2023 Page 6 20. 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. 21. 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. 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. 22. 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. 23. 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 DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A City Attorney Approved Version 12/22/2023 Page 7 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. 24. JURISDICTION AND VENUE This Agreement will be governed by the laws of the State of California regardless of conflict of laws principles. 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. 25. 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. 26. 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. This Agreement may be executed in counterparts. DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A City Attorney Approved Version 12/22/2023 Page 8 27. 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. Executed by Contractor this___________ day of _______________________, 20____. Idyllist, Inc, an Iowa Limited Liability Company CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) GEOFF PATNOE, Assistant City Manager On behalf of SCOTT CHADWICK, City Manager Tim Carty, Co-Founder (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Winona Ediger-Dimeo, Co-Founder Deputy City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy / Assistant City Attorney June 2420th DocuSign Envelope ID: 82E5D31C-7743-4A9F-A9D8-C814F6BEDF8A By: Deputy City Clerk City Attorney Approved Version 12/22/2023 Page 9 EXHIBIT A SCOPE OF SERVICES AND FEES Scope of Work from Idyllist DBA Role Call for Carlsbad LIA Recruiter 1. Platform Management Deliverables: Maintain and manage the Life in Action Recruiter platform, ensuring it is up-to-date and functioning properly. Implement site improvements and enhancements as needed to improve user experience and functionality. Work with city staff to address any technical issues or concerns related to the platform and integration with the broader Life in Action website and brand. Approach: As the creators of the Life in Action Recruiter Tool and the Candidate Marketplace, RoleCall is uniquely positioned to maintain and manage the Life in Action Recruiter platform. The RoleCall team has a proven track record of receiving and implementing feedback from the Carlsbad team on user experience and functionality, and will continue providing enhancements as needed. The RoleCall team currently meets with the City of Carlsbad economic development team monthly to discuss updates and requests, in addition to quarterly deep dive meetings to more closely review data, metrics, and strategy. The RoleCall team will continue this meeting cadence to ensure smooth communication and prompt resolution of any technical issues or concerns related to the platform. 2. Content Development Deliverables: Develop engaging content to attract new candidates to the Life in Action Recruiter platform. Create informative and relevant content that highlights the benefits of working in Carlsbad and the opportunities available with local employers. Approach: RoleCall has a proven track record of developing engaging content for both new and current candidates in the Life in Action Recruiter platform. RoleCall will suggest social media messaging to drive traffic to the Life in Action Recruiter and attract new candidates as well as create content to be used across platforms highlighting the benefits of working in Carlsbad. 3. Continuous Engagement Strategy Deliverables: Develop and implement a drip campaign to keep candidates engaged with the Life in Action Recruiter platform. Create targeted email campaigns that provide valuable information to candidates and encourage them to explore job opportunities in Carlsbad. DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A • • • • • RoleCall will continue collaborating with Carlsbad's social media vendor and creative partners to align messaging and clarify talking points about Carlsbad's talent attraction offerings and opportunities . • • City Attorney Approved Version 12/22/2023 Page 10 Approach: RoleCall will continue to develop monthly newsletters for candidates in the pipeline as well as industry- specific drip campaigns for candidates, and content for employers using the tool. RoleCall will create and deliver targeted content to candidates based on their expressed interests and career field. RoleCall will survey candidates in the pipeline quarterly about relocation status and career goals to ensure updated and accurate information. 4. Increasing Employer Use Deliverables: Develop strategies to increase employer use of the Life in Action Recruiter platform. Create targeted outreach campaigns to attract new employers to the platform and encourage existing employers to utilize its features. Approach: RoleCall will work closely with the City of Carlsbad and its marketing partners to develop messaging and outreach strategies to increase employer usage. RoleCall will provide messaging, assets, imagery, and talking points to assist with employer engagement. RoleCall will also make its founders available for employer outreach Q&A sessions and onboarding assistance, including an in-person visit if desired. 5. Platform Optimization Deliverables Analyze user data and feedback to identify areas for platform optimization and improvement. Work with city staff to implement changes that enhance the overall user experience and increase the effectiveness of the platform. Approach: RoleCall will continue providing the City of Carlsbad real-time data and metrics on its talent attraction lead capture tools and candidate pipelines. The RoleCall team will hold monthly check-ins with Carlsbad leadership as well as deeper dive quarterly meetings to review data, user experience, and employer feedback. The RoleCall team will also independently review data and assess the candidate pipeline to look for trends, possible gaps in the user journey, and opportunities for improvement. RoleCall will include a button on the candidate marketplace for employers to provide direct feedback on the user experience and share all submissions with the Carlsbad team to determine opportunities for optimization and improvement. Rates and Fees The rate for these deliverables and ongoing services is $50,000 per year. The contractor will bill the city in monthly installments beginning upon signature and acceptance of contract. Cost Breakdown (annually): 1. Platform Management Total: $20,000 2. Content Development Total: $10,000 3. Continuous Engagement Strategy Total: $7,000 4. Increasing Employer Use Total: $3,000 5. Platform Optimization Total: $10,000 DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A • • • • DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A ~ ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 8/9/2023 IDYLLLC-01 MMCCLAREN 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). PRODUCER CONTACT .,,me. Relion Insurance Solutions r~g,N:o, Ext): (319) 887-3700 I FAX 24 Westside IA/C,Nol:(319) 887-3701 Iowa City, IA 52246 lt0~!; .. .,.info@relion-ins.com INSURERISl AFFORDING COVERAGE NAIC# INSURER A : Philadelohia Insurance Co. INSURED INSURERB: Idyllist LLC INSURERC : 423 Huntington Dr INSURERD : Iowa City, IA 52245 INSURERE : INSURER F : COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICYEFF POLICY EXP LIMITS ITI> ••oc,n lun,n y YT A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -D CLAIMS-MADE [K] OCCUR DAMAGE TO RENTED X PHBX21002456 9/16/2023 9/16/2024 ,c ... 0 ....... , .... 9 .......... , $ --MED EXP IAnv one oersonl $ 10,000 1,000,000 PERSONAL & ADV INJURY $ -2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ~ POLICY □ ~r8r □ LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT -,c ... :::il"cirlentl $ ANY AUTO BODILY INJURY (Per oersonl $ -OWNED -SCHEDULED -AUTOS ONLY -AUTOS BODILY INJURY /Per accident\ $ HIRED ~8fo's~'r.~ FP~?~2c~d~NAMAGE $ -AUTOS ONLY - $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ -EXCESSLIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION I ~~fTIITF I I 2JH-AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Addttlonal Remarks Schedule, may be attached If more space Is required) The city of Carlsbad is listed as a primary/non-contributory additional insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Ave Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I r;J_ w~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD This endorsement modifies insurance provided under the following: PHBX21002456-02 12/01/2023 Philadelphia Indemnity Insurance Company Idyllist LLC John W. Glomb, Jr. The following Additional Insured is added: City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A POLICY NUMBER: PHBX21002456-02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS POLICY CHANGES POLICY NUMBER POLICY CHANGES EFFECTIVE COMPANY BUSINESSOWNERS BP 12 010810 NAMED INSURED AUTHORIZED REPRESENTATIVE CHANGES POLICY AMOUNT AND PREMIUM ADJUSTMENT Limits Of Insurance Premiums Coverage Previous Limit Of New Limit Of Previous New Premium Add'I Premium Description Insurance Insurance Premium Return Premium $ $ $ $ $ BP 12 01 0810 © Insurance Services Office, Inc., 2009 Page 1 of 2 DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A OPTIONAL COVERAGES The following optional coverages are added under this policy when designated by an "X" in the box(es) Add'l Premium shown below. Return Premium Limits Of Insurance Outdoor Signs $10,000 $ $ D Burglary and Robbery $ 5,000 Inside the Premises (Named Peril Endorsement only) or ~ Money and Securities $ 5,000 Outside the Premises $ ~ Employee Dishonesty $ $ 5,000 each occurrence D Equipment Breakdown $ $ TOTAL PREMIUM ADJUSTMENTS PREMIUM DUE AT POLICY CHANGE EFFECTIVE DATE ADDITIONAL RETURN $ $ If Covered Property is removed to a new location that is described on this Policy Change, you may extend this REMOVAL insurance to include that Covered Property at each location during the removal. Coverage at each location will PERMIT apply in the proportion that the value at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effec-tive date of this Policy Change; after that, this insurance does not apply at the previous location. Authorized Representative Signature BP 12 01 0810 © Insurance Services Office, Inc., 2009 Page 2 of 2 © ISO Properties, Inc., 2001 This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM is amended as follows: Paragraph is replaced by the following: The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. We may cancel this policy, by mailing or delivering to the first Named Insured and any loss payee written notice of cancellation at least: 30 days before the effective date of cancellation if we cancel due to loss of reinsurance coverage; 10 days before the effective date of cancellation if we cancel for any other reason. If this policy is a new policy and has been in effect for less than 60 days, we may cancel for: Loss of reinsurance, subject to below; or Any other reason. If this policy has been in effect for 60 days or more, or is a renewal of a policy we issued, we may cancel only for one or more of the following reasons: Nonpayment of premium; Misrepresentation or fraud made by or with your knowledge in obtaining the policy, when renewing the policy, or in presenting a claim under the policy; Acts or omissions by you that substantially change or increase the risk Determination by the Commissioner that the continuation of the policy would jeopardize our solvency or would place us in violation of the insurance laws of this or any other state; You have acted in a manner which you knew or should have known was in violation or breach of a policy term or condition; or Loss of reinsurance, subject to below. We may cancel due to loss of reinsurance which provides coverage to us for a significant portion of the underlying risk insured, but only if the Commissioner determines that such cancellation is justified. We will mail or deliver our notice to the first Named Insured's and any loss payee's last mailing address known to us. Notice of cancellation will state: The reason for cancellation; and The effective date of cancellation. The policy period will end on that date. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. If notice is mailed, a post office department certificate of mailing is proof of receipt of notice. However, if cancellation is for nonpayment of premium, a certificate of mailing is not required. DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A BUSINESSOWNERS BP 018407 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IOWA CHANGES Section Ill -Common Policy Conditions (4) A. A. Cancellation A. Cancellation 1. 2. Cancellation Requirements a. b. c. (1) (2) (1) (2) (1) (2) (3) insured; BP 018407 02 (5) (6) d. 3. 4. a. b. d. 5. 6. d. Page 1 of 2 □ © ISO Properties, Inc., 2001 The following is added and supersedes any other provision to the contrary: If we decide not to renew this policy, we will mail or deliver written notice of nonrenewal to the first Named Insured and any loss payee at least 45 days before the expiration date of this policy, except if: We have offered to issue a renewal policy; or You have failed to pay a premium due or any advance premium required by us for renewal. If notice is mailed, a post office department certificate of mailing is proof of receipt of notice. DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A B. M. Nonrenewal 1. a. Page 2 of2 b. 2. BP 018407 02 □ © ISO Properties, Inc., 2005 This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The provisions of the Standard Fire Policy are stated below. If any conditions of this form are construed to be more liberal than any other policy conditions relating to the perils of fire, lightning or removal, the conditions of this form will apply. IN CONSIDERATION OF THE PROVISIONS AND STIPULATIONS HEREIN OR ADDED HERETO, AND OF THE PREMIUM SPECIFIED in the Declarations or in endorsements made a part hereof, this Company, for the term of years specified in the Declarations from inception date shown in the Declarations At 12:01 A.M. (Standard Time) to expiration date shown in the Declarations At 12:01 A.M. (Standard Time) at location of property involved, to an amount not exceeding the limit of liability specified in the Declarations, does insure the Insured named in the Declarations and legal representatives, to the extent of the actual cash value of the property at the time of loss, but not exceeding the amount which it would cost to repair or replace the property with material of like kind and quality within a reasonable time after such loss, without allowance for any increased cost of repair or reconstruction by reason of any ordinance or law regulating construction or repair, and without compensation for loss resulting from interruption of business or manufacture, nor in any event for more than the interest of the insured, against all DIRECT LOSS BY FIRE, LIGHTNING AND OTHER PERILS INSURED AGAINST IN THIS POLICY INCLUDING REMOVAL FROM PREMISES ENDANGERED BY THE PERILS INSURED AGAINST IN THIS POLICY, EXCEPT AS HEREINAFTER PROVIDED, to the property described in the Declarations while located or contained as de- scribed in this policy, or pro rata for five days at each proper place to which any of the property shall necessarily be removed for preservation from the perils insured against in this policy, but not elsewhere. Assignment of this policy shall not be valid except with the written consent of this Company. This policy is made and accepted subject to the foregoing provisions and stipulations and those hereinafter stated, which are hereby made a part of this policy, together with such other provisions, stipulations and agreements as may be added hereto, as provided in this policy. 1 2 3 This entire policy shall be void if, whether before or after a loss, an insured has willfully concealed or misrepresented 4 5 6 any material fact or circumstance concerning this insurance or the subject thereof, or the interest of an insured therein, or in case of any fraud or false swearing by an insured relating thereto. 7 8 9 10 This policy shall not cover accounts, bills, currency, deeds, evidences of debt, money or securities; nor, unless specifi- cally named hereon in writing, bullion or 11 manuscripts. 12 13 14 This Company shall not be liable for loss by fire or other perils insured against in this policy caused, directly or indirectly, 15 16 17 18 19 20 by: enemy attack by armed forces, including action taken by military, naval or air forces in resisting an actual or an immediately impending enemy attack; invasion; insurrection; rebel- lion; revolution; civil war usurped power; order of any civil authority except acts of destruction at the time of and for the purpose of preventing the spread of fire, provided that such fire did DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A BUSINESSOWNERS BP 01 9211 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. policies. BP 01 9211 05 IOWA-STANDARD FIRE POLICY PROVISIONS State law still requires that they be attached to all Concealment, fraud. Uninsurable and excepted property. Perils not included. (a) (e) (f) (b) (c) (d) (g) (h) Page 1 of 4 □ © ISO Properties, Inc., 2005 21 22 23 24 25 not originate from any of the perils excluded by this policy; ne- glect of an insured to use all reasonable means to save and preserve the property at and after a loss, or when the property is endangered by fire in neighboring premises; nor shall this Com- pany be liable for loss by theft. 26 27 Other insurance may be prohibited or the amount of insurance may be limited 28 29 30 31 32 33 34 35 36 37 38 by endorsement attached hereto. while the hazard is created or increased by any means within the control or knowledge of an insured. while a described building, whether intended for occupancy by owner or tenant, is vacant or unoccupied beyond a period of sixty consecutive days. as a result of explosion or riot, unless fire ensue, and in that event for loss by fire only. 39 40 41 Any other peril to be insured against or subject of insurance to be covered in this policy shall be by endorsement in writing 42 hereon or added hereto. 43 44 The extent of the application of insur- ance under this policy and of the contri- 45 46 47 48 49 bution to be made by this Company in case of loss, and any other provision or agreement not inconsistent with the provisions of this policy, may be provided for in writing added hereto, but no provi- sion may be waived except such as by the terms of this policy is subject to change. 50 51 52 No permission affecting this insurance shall exist, or waiver of any provision be valid, unless granted herein or expressed 53 54 55 56 in writing added hereto. No provision, stipulation or forfeiture shall be held to be waived by any requirement or proceeding on the part of this Company relating to appraisal or to any examination provided for herein. 57 58 59 This policy shall be cancelled at any time at the request of the insured, in which case this Company shall, upon demand 60 61 62 63 64 65 66 67 and surrender of this policy, refund the excess of paid premium above the customary short rates for the expired time. This policy may be cancelled at any time by this Company by giving to the insured a five days' written notice of cancellation with or without tender of the excess of paid premium above the pro rata premium for the expired time, which excess, if not tendered, shall be re- funded on demand. Notice of cancellation shall state that excess premium (if not tendered) will be refunded on demand. 68 69 70 71 If loss hereunder is made payable, in whole or in part, to a designated mortga- gee not named herein as the insured, such interest in this policy may be can- 72 73 74 75 76 77 78 79 celled by giving to such mortgagee a ten days' written notice of cancellation. If the insured fails to render proof of loss such mortgagee, upon notice, shall render proof of loss in the form herein specified within sixty (60) days thereafter and shall be subject to the provisions hereof relating to appraisal and time of payment and of bringing suit. If this Company shall claim that no liability existed as to the mortgagor or owner, it shall, to the extent of payment of loss to the DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A Page 2 of 4 (i) (j) Other Insurance. Conditions suspending or restricting insurance. Unless otherwise pro- vided in writing added hereto this Company shall not be liable for loss occurring under any of the following circumstances: (a) (b) (c) Other perils or subjects. Added provisions. Waiver provisions. Cancellation of policy. Mortgagee interests and obligations. BP 01 9211 05 □ © ISO Properties, Inc., 2005 80 81 82 83 84 85 mortgagee, be subrogated to all the mortgagee's rights of recovery, but without impairing mortgagee's right to sue, or it may pay off the mortgage debt and require an assignment thereof and of the mortgage. Other provisions relating to the interests and obliga- tions of such mortgagee be added hereto by agreement in writing. 86 87 This Company shall not be liable for a greater proportion of any loss than the 88 89 amount hereby insured shall bear to the whole insurance covering the property against the peril involved, whether collectible or not. 90 91 92 The insured shall give immediate written notice to this Company of any loss, pro- tect the property from further damage, 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 forthwith separate the damaged and undamaged personal prop- erty, put it in the best possible order, furnish a complete inventory of the destroyed, damaged and undamaged property, showing in detail quantities, costs, actual cash value and amount of loss claimed; signed and sworn to by the insured, stating the knowledge and belief of the insured as to the following; the time and origin of the loss, the interest of the insured and of all others in the property, the actual cash value of each item thereof and the amount of loss thereto, all encumbrances thereon, all other contracts of insurance, whether valid or not, covering any of said property, any changes in the title, use, occupation, location, possession or exposures of said property since the issuing of this policy, by whom and for what purpose any building herein de- scribed and the several parts thereof were occupied at the time of loss and whether or not it then stood on leased ground, and shall furnish a copy of all the descriptions and schedules in all policies and, if required, verified plans and specifications of any building, fixtures or machinery destroyed or damaged. The insured, as often as may be reasonably required, shall exhibit to any person desig- nated by the Company all that remains of any property herein described, and submit to examinations under oath by any person named by this Company, and subscribe the same; and, as often as may be reasonably required, shall produce for examination all books of account, bills, invoices and other vouchers, or certified copies thereof if originals be lost, at such reasonable time and place as may be designated by this Company or its representative, and shall permit extracts and copies thereof to be made. 122 123 In case the insured and this Company shall fail to agree as to the actual cash 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 value or the amount of loss, then, on the written demand of either, each shall select a competent and disinterested appraiser and notify the other of the appraiser selected within twenty days of such demand. The appraisers shall first select a competent and disinterested umpire; and failing for fifteen days to agree upon such umpire, then, on request of the insured or this Company, such umpire shall be selected by a judge of a court of record in the state in which the property covered is located. The appraisers shall then appraise the loss, stating separately actual cash value and loss to each item; and, failing to agree, shall submit their differ- ences, only, to the umpire. An award in writing, so itemized, of any two when filed with this Company shall determine the amount of actual cash value and loss. Each appraiser shall be paid by the party selecting him and the expenses of appraisal and umpire shall be paid by the parties equally. DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A BP 01 9211 05 Pro rata liability. Requirements in case loss occurs. and within sixty days after the loss, unless such time is extended in writing by this Company, the insured shall render to this Company a proof of loss, Appraisal. Page 3 of 4 □ © ISO Properties, Inc., 2005 139 140 It shall be optional with this Company to take all, or any part, of the property at 141 142 143 144 145 the agreed or appraised value, and also to repair, rebuild or replace the property destroyed or damaged with other of like kind and quality within a reasonable time, on giving notice of its intention so to do within thirty days after the receipt of the proof of loss herein required. 146 147 148 149 There can be no abandonment to this Company of any property. The amount of loss for which this Com- pany may be liable shall be payable sixty 150 151 152 153 days after proof of loss, as herein provided, is received by this Company and ascertainment of the loss is made either by agree- ment between the insured and this Company expressed in writing or by the filing with this Company of an award as herein provided. 154 155 No suit or action on this policy for the recovery of any claim shall be sustainable 156 157 158 in any court of law or equity unless all the requirements of this policy shall have been complied with, and unless commenced within twelve months next after inception of the loss. 159 160 This Company may require from the in- sured an assignment of all right of recov- 161 162 ery against any party for loss to the extent that payment therefor is made by this Company. DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A Page 4 of 4 Company's options. Abandonment. When loss payable. Suit. Subrogation. BP 01 9211 05 □ This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. is amended as follows: A.The following is added to Paragraph 3.Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. However: a.The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Paragraph If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. DocuSign Envelope ID: B2E5D31C-7743-4A9F-A9D8-C814F6BEDF8A POLICY NUMBER: PHBX21002456 BUSINESSOWNERS BP 04 48 0713 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION Name Of Person(s) Or Organization(s): Section 11-Liability Insured: BP 04 48 0713 SCHEDULE C. Who Is An D. Liability And Medical Expenses Limits Of Insurance: © Insurance Services Office, Inc., 2012 Page 1 of 1