HomeMy WebLinkAboutAmerican Asphalt South Inc; 2018-05-09; PWS18-84TRAN12. Compliance With Laws. Contractor will comply with all applicable local, state and federal
laws and regulations prohibiting discrimination and harassment and will obtain and maintain a
City of Carlsbad Business License for the term of this Agreement.
13. Termination. In the event of the Cont�actor's failure to prosecute, deliver, or perform the
Services, City may terminate this Agreement for nonperformance by notifying Contractor by
certified mail and/or U.S. Mail of the termination. If City decides to abandon or indefinitely
postpone the work or services contemplated by this Agreement, City may terminate this
Agreement upon written notice to Contractor. Upon notification of termination, Contractor has
five (5) business days to deliver any documents owned by City and all work in progress to City
address contained in this Agreement. City will make a determination of fact based upon the work
product delivered to City and of the percentage of work that Contractor has performed which is
usable and of worth to City in having the Agreement completed. Based upon that finding City will
determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate
this Agreement. In this event and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be
paid for work performed to the termination date; however, the total will not exceed the lump sum
fee payable under this Agreement. City will make the final determination as to the portions of
tasks completed and the compensation to be made.
14. 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.
15. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and
jurisdiction for resolution of any disputes befinreen the parties arising out of this Agreement is the
State Superior Court, San Diego County, California.
16. Assianment. Contractor may assign neither this Agreement nor any part of it, nor any
monies due or to become due under it, without the prior written consent of City.
17. Amendments This Agreement may be amended by mutual consent of City and
Contractor. Any amendment will be in writing, signed by both parties, with a statement of
estimated changes in charges or time schedule.
18. Entire Aareement. This Agreement, together with any other written document referred to
or contemplafed by it, along with the purchase order for this Agreement and its provisions,
City Attorney Approved Version 6-2015
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.
19. Authoritv. 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.
City Attorney Approved Version 6-2015
7
CONTRACTOR
*
Y� --
Sign here)
�5�si�� A-UJ� ll �ca�v� , Pr���,�`
(Print name/title)
'� k;�; (1 � c�-rns <� t� uy �� s�_.>.,�r��
( '� address)
�
**By: .
(Sign here)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
ity nager or yor
ATTEST:
� /. .
L � `��..
ARBARA ENGLESON
City Clerk
4���� � w�<<�, 5���
(Print name/title)
Ue��ar.i�..w�� r� b� re ��,�r�� , C�
(e-mail address)
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 finro groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
B : ° ��
Y
Assistant City Attorney
City Attorney Approved Version 6-2015
EXHIBIT "A"
SCOPE OF WORK
Conduct a random survey (not to exceed 15 minutes) of adult Carisbad residents with a
minimum sample size of 800 utilizing a mixed-method sampling plan that incorporates email,
landlines and mobile phones (approximately half email and half phone).
Survey Goal
The goal of the 2017 survey is to identify current levels of resident satisfaction and track
resident satisfaction against previous years and identify any significant changes.
• Utilize demographic quotas to ensure the random sample matches the known
demographic profile of Carlsbad adult residents.
• Telephone data collection to be conducted in English and Spanish.
• Exclude the following groups from the sample: city employees and elected officials
• Weight data according to SANDAG's 2016 population estimates/characteristics/
demographics.
Overview of Tasks and Deliverables
• Design, program and host an online version of the resident survey in a visually
appealing layout to minimize respondent fatigue (see details below).
• Program and pre-test the survey for efficient and accurate data collection.
• Monitor telephone and online data collection to ensure the sample of residents
interviewed is representative of the overall population of adult residents in the city
(residents 18 years and older).
• Utilize a listed and random digit methodology (includes both listed and unlisted
numbers) of both land lines and cell phones as well as emails with relevant
demographic information, conducting 800 total telephone and online interviews with
residents 18 years and older.
• Compile and analyze all the data collected from the study and preparing an initial
question-by-question summary of the results.
• Develop a written report of findings, including an executive summary with key findings
and conclusions (see details below).
• Prepare and deliver a presentation of findings accompanied by PowerPoint slides.
• After the representative sampling and data collection has been completed, host and
compile the results of an online, self-selected survey, using the same survey instrument
developed within this study. City to distribute and promote participation in the survey.
• Prepare a report summarizing self selected survey results (see details below).
• Draft presentations and reports shall be provided in Microsoft Office format, and all
final deliverables shall be provided in PDF files (high resolution and web resolution).
City to be responsible for photocopying as needed.
City Attorney Approved Version 6-2015
• Prepare additional analysis upon request not to exceed 20 hours of consultant time to
provide additional insight into specific topics/audiences/services/departments.
Questionnaire
Utilize questions from the 2015 and 2016 resident surveys in the following topic areas. Design
questions so they can be used for five and 10 year tracking purposes to the greatest extent
possible:
� Quality of life rating
• Quality of life direction
• Confidence in local government
• City-resident communication
• Safety during the day
• Safety at night
• Overall satisfaction with city services
• Satisfaction with specific city services:
o Local fire protection and emergency medical services
o Local police
o Library services
o Provide high quality parks that offer the appropriate amenities and facilities
o Provide trails and paths for hiking and running
o Provide recreation programs
o Healthy business climate
o Repair and maintain local streets
o Arts and cultural programs
o Support environmental sustainability
o Manage traffic congestion
• Demographics
o ZIP Code
o Length of residence
o Residents with children under 18
o Age
o Ethnicity
o Income
o Gender
• Interest in participation in future focus groups/research
Random-Survey Report
Create a survey report similar to the sample found in this link
(http•//www carlsbadca.�ov/civicax/filebank/blobdload.aspx?BIobID=32750) to include:
• An introduction describing the purpose of the survey and an overview of the
methodology.
• Comparison to other California cities for questions where data are available
City Attorney Approved Version 6-2015
10
• Identification of statistically significant differences greater than 4 percentage points at
the 95 percent level of confidence among subgroups with a sample size of 200 or more.
• Topline data/frequencies
• Charts and graphs for each question to include:
o Bar chart with detailed responses for past five years (sample below)
o Line graph showing overall (satisfied/not satisfied, high/low) trends over past 10
years (see sample below)
Fi¢ure 11 �ualitv of LHe Dlrac[ion. 2012-2016
BO%
60% +
40% i
20%
0% -
2012
2013
■ 2014
2015
■2016
----. .__. ....-- .._ .
Getting better Stayinq about
the same
23.2°la�� 61.9%""`" �',
293%' ��. 57.2% '��
31.4%r"" ' S5.4%" '�
26.6%� � 52.B%'
26.0%� � 52.4%" ��..
. _� � _ ,. _
Gettiny worse DK/NA
11.4%'° 3.4%
9.9%"" 3.fi%
11.0%1° 2.2%
18.3%�0' 2.3Wo
18.9%��a 2.7%
• A detailed description of the methodology.
FfQure 3. Rasldent Saelsfactlon. 2007•Z035
100%
90%
80%
70%
60% ,.w,.�........ ...,,�
-��.�.....�-.�'...
50°k
40%
so�io
2007 2008 20�9 2010 2011 2012 2013 2014 2015
-Totat Satisfied --^^Very Satisfied
Self-Selected Survey Report
Prepare a survey summary report to include:
• Copy of the questionnaire
• Data collection dates
• How the survey was promoted (city to provide this information to contractor)
• Responses to each question presented in a format to show how responses compare to
statistically representative survey, including demographic responses.
Presentations
• Present the research findings to the city leadership team utilizing a PowerPoint
presentation.
• Present the research findings to the City Council utilizing a PowerPoint presentation.
• City to photocopy as needed.
Project Management
• Contractor shall present a draft survey questionnaire to the assistant to the city
manager for review and comment and incorporate up to two rounds of changes.
City Attorney Approved Version 6-2015
ll
Contractor shall present a draft survey report to the assistant to the city manager for
review and comment and incorporate up to two rounds of changes (changes shall be
limited to those needed for clarity, grammar and ease of understanding).
Project shall include, at a minimum, the following meetings/conference calls:
o Project initiation to review scope of work and timeline
o Review draft questionnaire and sampling plan
o Review topline data
o Review survey report
o Review presentation to leadership team and City Council
Draft documents shall be presented in Microsoft Word format and conform to the City
of Carlsbad writing style guide.
Timeline
Cost
;ansultant Services
Survey Design & Revisions
Sampling Plan & Demographic Profiles
Data Processing
Research, Analysis & Deliverables
Proiect Mana�ement
Sub-Total Consultant Services
$1, 500
$1,250
$2,500
$7,500
750
$13,500
City Attorney Approved Version 6-2015
12
Telep�o�te & �ntine Sunrey c�f Residen#s
Sarnple S�z�
Length o€ PFttane 5urvey
Sample Purchase (Cellular, Landline & Online Panel)
CATI and Online Programming
Training, Pre-Testing, & Monitoring
Telephone Interviewin�
Sub-Total Telephone Survey
T n=800
15 min
$4,250
$1,750
$1,250
13 750
$21,300
Cost
Consulting Services $13,500
Telephone Survey (n=800,15 minute telephone & online survey) 21000
Project Total $34,800
13
City Attorney Approved Version 6-2015
WAIVER REQUEST FORM
FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S)
Generally, a modiiication to the coverage requirement will be accepting a lower limit of coverage or waiving the
requirement(s).
Requested by: Kristina Ray, communications department December 17, 2016
(Name and Department) Date
Proposed modification(s) to the PL requirement(s) for BW Research Partnership, Inc.
(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)
nSignificance 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. [explainJ
nSignificance 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 applicableJ
�Contract Amount/Term of $34,800. Work will be completed over a period 1 yr,
Contract: of
❑Professional Liability coverage is not available to this contractor or would increase the cost of the contract by
�_ [explainJ.
�Other (e � exklain whv e�osures are minimal how exposures are covered in another policv, exposure
control mechanisms and anX other information pertinent to vour reQuest): Ex�osure to the city is limited in this
contract because the contractor will be advising citXstaff on the creation of Questionnaires to obtain input from
the public The communicaitons mana�er has a master's degree in public opinion research and will oversee the
work of this contractor.
(Signature)
i�'�����
(Date)
��1
A�COROm
OP ID: ED
DATE (MM/DDIYYYY)
CERTIFICATE OF LIABILITY INSURANCE 12/15/2017
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 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
Tague Insurance Agency
150 E Broadway Ste A
Vista, CA 92084-6068
Steven Tague
INSURED BW Research Partnership Inc
2725 Jefferson St Ste 13
Carlsbad, CA 92008
Phone: 760-729-114
Fa�c: 760-729-861
wsuReR e: Hanover Insurance Grou�
�NsuReR c: P 8� C Ins Co of HartFord
INSURER D :
INSURER E : ._
NAIC #
29424
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 ADDL SUB POLICY EFF POLICY EXP LIMRS
LTR TYPE OF IN8URANCE POLICY NUMBER MM/DD/YYYY MM/DDIYYYY
GENERAL LIABILITY EACH OCCURRENCE $ �,OOO�OO
DA 1 E NT • $OO�OO
COMMERCIAL GENERAL LIABILITY 72SBARB4993 PREMISES Ea occurrence $
CLAIMS-MADE � OCCUR MED EXP (Any one person) $ iO,OO
/� X BU81n688 �11VI1@1'8 1111612017 11/76/2018 PERSONAL & ADV INJURY $ �,�0��00
GENERALAGGREGATE $ Z�OOO�OO
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ Z,OOO�OO
POLICY PR� LOC D@fI $ SO
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ �,OOO�OO
(Ea accident)
Ci X ANY AUTO 72UECJ00120 0711712017 07/17/2018 BODILY INJURY (Per persan) $
ALL OWNED AUTOS BODILY INJURY (Per accident) $
SCHEDULED AUTOS PROPERTY DAMAGE $
X HIREDAUTOS (Peraccident)
X NON-OWNEDAUTOS Ded $ �,�0
DEDUCTIBLE 1,000 $
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DEDUCTIBLE $
RETENTION $
WORKERS COMPENSATION X W C STATU- OTH-
AND EMPLOYERS' LUIBILT' T RY LIMIT ER
A ANY PROPRIETOR/PARTNER/EXECUTIVE Y 1 N N I A �2yyECLY9597 09120/2017 O9IYO/YO'I S E.L. EACH ACCIDENT $ i�OOO,OO
OFFICERIMEMBER EXCLUDED?
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ i3OOO,OO
If yes, describe under 1,000�00
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $
q Property Dedt 500 72SBARB4993 11/16/2017 11/1612018 PROPERTY 16,60
g E$O Dedt 5000 LH3A81677301 01110/2017 01N0/2018 E80 1,000,00
DESCRIPTION OF OPERATIONS / LOCATIONS I VEMICLES (Akach ACORD 107, Addldonal Remarks Schadule, H more apace Is requlred)
*Unless nonpay which is 10 day. The City of Carlsbad, its offics.als,
employees, and volunteers are named as additional insured, coveraqe is
primary and waiver of subrogation applies per attached Hartford form
850006D405.
City of Carlsbad
1200 Carlsbad Village Dr
Carlsbad, CA 92008
BWRES-1
INSURER(S) AFFORDING COVERAGe
HartFord Casualty Insurance Co
CITY028
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATNE
����
O 1988-2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009/09) The ACORD name and logo are registered ma�ks of ACORD
POLICY NUMBER: 72 SBA RB4993
.
...,� • �
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
,J
ADDITIONAL INSURED - PERSON-ORGANIZATION
CITY OF CARLSBAD
1200 CARLSBAD VILLAGE DR.
CARLSBAD, CA 92008
COUNTY OF SANTA BARBARA
DEPARTMENT OF SOCIAL SERVICES
2125 S. CENTERPOINTE PARKWAY
SANTA MARIA, CA 93455
LOS RIOS COMMUNITY COLLEGE DISTRICT
1919 SPANOS CT
SACRAMENTO, CA 95825
SAN BERNARDINO COMMUNITY COLLEGE DISTRICT
114 SOUTH DEL ROSA DR.
SAN BERNARDINO CA 92408
COUNTY OF MONTEREY ITS OFFICERS, AGENTS AND EMPLOYEES
ARE LISTED AS ADDITIONAL INSURED PER BUSINESS LIABILITYCOVERAGE
FORM SS0008 AND A PRIMARY AND NON-CONTRIBUTORY BASIS APPLIES.
CONTRACTS/PURCHASING DIVISION
168 W ALISAL ST FL 3
SALINAS, CA 93901
505 WEST OLIVE AVE, STE 550
SUNNYVALE, CA 94086
THE CITY OF SUNNYVALE, ITS OFFICERS, AGENTS, EMPLOYEES,
AND VOLUNTEERS
CITY OF SAN DIEGO PURCHASING AND CONTRACTING DEPT
ARCHITECTURAL AND ENGINEERING CONSULTANT CONTRACT SECTION
AND IT'S RESPECTIVE ELECTED OFFICIALS, OFFICERS,EMPLOYEES AND AGENTS
1200 THIRD AVE STE 200
SAN DIEGO, CA 92101
CITY OF SAN JOSE ITS OFFICERS, EMPLOYEES, AGENTS AND CONSULTANT
200 EAST SANTA CLARA STREET
SAN JOSE, CA 95113
Form IH 12 00 11 85 T SEQ. NO. 002 Printed in U.S.A. Page 001 (CONTINUED ON NEXT PAGE)
Process Date: 0 8/ 31 / 17 Expiration Date: 11 / 16 / 18
BU81NE88 LU'kAlliTY COVERdt3E FORM
tf mote than one limit oi insuranc� under this
paiicy and any etxlarsements e#arhed �ereto
erppNes �n any daim ot "suiC"'� � most we wiit P�Y
under th�s P���Y �� ��rtdbrsemetrt� is the
singie highest limit af Qebpity of al! ooverages
app�cabie �a such deim or "sui#". Nowever� this
P��9�1� does nat apply ta the Medk:a! Expenses
lirrtit set � in Paragt� 3. at�ave.
The Litniis af insuw�mce► ot �is Cover� Patt>�py
se�b1Y ba e�ch +�ow�seculh�s a�unu�1`'p�rio�d s�nd �o
�ny r�r�ng pe�iod of l@BS ih8i11� riiQiltltsr ar�rbfrag
va�tr tl�e be�initing +a� the Po�cY p�od sttawvrt in tl�e
tl�
pect�reti�s, txt�e�s fhe ��Cy p�riod bs e�nded
efter issu� fibr �urr �d�ior�ai �ri�d � k�ss thart 12
,�,nar�fis: ln tl�at c�e� u,� e�dc�tio�al p�od wN� c�e
�metl p�rt of'tite last �ebs� periOd fa' purpos�
d �ing �►e Limits ot ln�urer�t;e.
E. L:IABIL�TY /�ND MED1CAi. E�tPEN3ES
GEMEitA� CONDRICiNS
1. Baitrltruptcy
Bankcuptcy or i�sohrency ot' the insur�d or af
the insured's esteie w�l not telieve us of our
obiigati�ons under this Coverage P'art.
2. Du#i�s In The Ewnt C�f f�ccurrence,
01is�tsa, Clatm Qr 8uit
a. Notfce Cf Ciccurrsnce Or OfEensa
You or a�rry addit�ansi insured must see to
it Ifiat we ate ' nt�ified as soon as
pr�acticabie of ��n "tSccurre�yce" or an
oiff�nse whir�► may resuN'in a dalm. 70
the e�iter�t possibte, nc� shauki indude:
(1� Maw, when s�nd where tl�e "oocurrenc�"
� �n�e �adc p�e;
(�) fihe names a�i acldtess�s of any
injured pe+rsons and vuiMesses� and
(3j The natuce and �oc�a�on a# ar►y injury
+ar cie�m�ge' atisiir+g out of the
"pCCwltT811C@" Of "Off8i1$B.
b. No�ice {N CIa1m
If a daim is �nade or "suit" is brought
agaiinst ariy insured, Yau or any addit�nal
insured musk:
(�!) Immediately r�rd the spe�ciflcs af the
claim or "suiY' and the dsrte �+eeceived:
and
{2} N�itY us as soan as prac�icable.
You ar any add�on�f in�ured must`see to
it that we :receive a w�ften notice of the
claim or "aui�' as soon as pt�cticabfe.
o. Asslstance And Coopetratton C?f ths
lnsurod
You �nd any o�sr 1nvoNed lnsured must:
(1 } Immediateiy send us copies of any
demand$, n�tices, sumrnorts�es a�r
' leg�l papers rece�ived in cannectia�ti
with tlte ciaim ot "suit";
(2j Autho�ize us ta obtaht record� and
o�er inforrna�on;
(3j Caope�ra� witti us in #tie inves�gaUon,
seftlement ofi' the daim ar defier�se
aga��t the "suik": end
�4j Assist us, ul�on vur raqueat� irt tha
enfotcemant of eny right ag�i�st any
persan or argan�ra�on that may be
liab�e;to the tn�ured because of in�ury
ar demage to which thi� inaurance
may also aPph►•
d. t�blige�ti+o��s At "'ft�lnsurec�'�t C�wn Gost
No ir�red wii, e�ice�pt at`mat insu�e�"s a+nrn
cs�st, v�dur�ily make a p�nt, assume
�y +�biig�tiort� or htcw' �rrY e�nse, other
tih� for first ski, wiitxwt sw� c�ar�seint.
e. Additlonat I�nsur��d's Other tnsurance
if we cx�ver a claim ar "sufC' under this
caverage Part a,at may ab�o be cowa,�
by a#her insuren� availabte ta an
additlortat insured� such sddl�ont�! insured
must su�nit such claim or 'suik" to t�e
other insurer f�r defense and ind�mnity.
Howeuer, thi� pwvisian dc�es not appiy b
the e�ent thet yau have a�reed in a
w�itten .a�ntract,- w+3tten agreement ar
pe�rrr�t that this insw'ance � ptimary end
narr�conMbufiory w�h the additio�al
insur+ad's awn :insurance.
f. Knawisdgs t�f At� Clccurrsnc:w, tNMnse,
Ct�im C�r Suit
Paragraphs a. end b. apply ta you or to
any add�ianai Ms�rred oniy when suc�
"�rrence". afl+Em�e, deim or "su�" is
knowr� to:
(1) You or eny additiona! insured thai is
en individual;
{2j Any partner, N you ar an additlonai
insured is a partnetship,
(3) Any menager, i� yau or an �ddit�onal
insured is� a'Iimited liabi�tY �P�Y�
{4j Any "ex�cu#ive t�ice�' or inaurance
mana�ar, if you ar ar� addil%al
insured is � t�orpora�t3n;
�5j Any trusfae, if you or an addibSonai
in�rsd is a hus� or
(�� Any el�cted t�r appoint�d officiai, if you
or an addiNonal insared is a pd�icai
subdivisian or pubtic entlty.
Fonr► SS 08 08 04 05
Page 15 of 24
BUS�IEBS 1.t,�►8tL1'rl/ CQIIERAQE FORM
3,
C�
This Paragraph f. appliea aepar�tely to
you and any addWanal insured.
Financtal Raspanst6iliiy Law's
a. When th� po1kY is cer�tied as Im# of
flnandai re�ponaibAity for the #ubure ut�ler
the provisicns af arny maWr vehicle
finandai responsibiiity law� fhe ir+�ur�nnce
p,�,�d by the poticy ior "t�adily,injury"
iiebiiity and "ProRe�Y damega" liabfii�r wil{
aomPlyr with 'the Provis�ns af Ihe taw to
the e�ent of the ccverage ar�d lirnits c�#
inaurance required b� th�t law.
b. With res�ect ba "mobile aquipment" fo
whict� this instuanca applies, we wNl
provide arry liabiiNt33+t uninsured ii�atarists,
under�sured motwis�s� riwfault ar ot�►er
aaverage requin�ct by any mc��or vehicle
law, We wili provid$ the requ�ed Iimits tar
those caveca9e�=
Lepal Actiot� Agsinst Ua
No p�rson or arganiza�on hes a �ight under
tttis Cover�e �orim:
a. To join us �s a p�tY a' athenNise bririg us
lnto a"suik" askirrg for damage� frarr+ an
insured, ar
b, Tv sue us on tl'�is Covers9e Form unless
all of its te�ms 'have been furiy camp(ied
with.
�
8.
A p�p�, �' o�iz�tfori may sue us to recsan+er
o�► an agreed settk�rner�t or on a�al judgmant
ag�nat s�n ir�sured; but we w�l r�t be ii�le for
d� ihet are r�k p�ye�a � the �rms of
ih3s �sur+�ce or H�et 8re in e�ccess c� the
a�p�bte �tnit o� i�rice. /�n agraed
se�emenk rr�sr�s s s�errti��t �d �ee�e �'
�s��y aigned bY ts�� the Irre�x�d `and the
dis�r�nt cx ihe t�imq�'s te�l .
:3epraration Gf insurads
E�ccept with ��sPect ta li�e Um�s �rf fnsurance,
and ar�r rights or du�ies spe�Hy as�ssigned
in �his palicy to it�e flrst Natnecl insured, this
insuta►tce app�:
a. As if each Nam�ed Insured wene the aNy
Namet� insured; and
b, Sep�ar�tfely to each insured against wham
a claim is mads or "suit" is brou8ht.
RfpraressntatMns
a. When You Acc+p!t This'Policy
By accePting this poiicy, Yau �9ree:
f, y Tt►e stateme�s m tne Dec�a►�ations
are accu�ate �nd oomplete;
(2} Those �rtts are based upan
repre�er�ons you mad�e to us, end
(3j We have issued this Po1icY in retiance
upcn your represeMa�ons.
b. UniM�r�tlonai Failure To Dbciose
Haz�rds
tf unintet�ti�maNy y'ou shou�d fail to disdose
all haz�tds relatlng � the t�nduct of your
business at ths incepti� dat�s of this
Cove�9e Part, we shail ��# de�y any
c�ovetege antl�r ihis Covarage Part
because of sudt failure.
7, Othe�r tnsursnca
� otl�r va4id and callecctibie ineurancs is
av�#abie far a ioss we cover urn{er this
Coverage Part� our ot�iga�tior�s are limited as
tollows:
a. Pr�nsry Insunnce
This insur�nce % primary encep# when b.
t�ebw applies. If other i�tsur�ce is also
prknary� we wi11 share wt#h �q tfiat Mhsr
insuran+�e by the rneithod diescribed in c.
belaw.
b. Eucess;insurur�
(2}
(�}
l��
(�
This Insur�rwt� is ��cess over any of �►e
ather insus�nce,'whether primarY, �+�ss,
con�ngent ar o� any other ba�i�:
(1} Your Wc►rk
That is �ire, Extencied �overa�ge,
BuAder's Risk, ittsta�#ion Ri�k or
simi�ar r.�overage for "your wark";
pnm�ss Rentwd Ta You
That is fire, li�htning ar e�ion
insut�nt�a tor premi�es rerrted ta you
ar temporarilY occuPie�d bY Y� '�
per�ssion af the ownsr,
'Certant Ltabiltty
T'hat is insutan+�`purchased by YQu �
ccver your iiabiiity es a tenant for
»properEy d�meg�" to pr�mis�s rertted
to you ar �ampa�ily occupied by you
wi� permi$sion af th+� owner,
Aird�#t, Auto +Qr W�
tF tlw 1�►ss ads�es t� of ihe rr��ir�r►a�rae
or t�e a� ait+c�ft, "au�s" a w� to
th$:,s�r�er� rxx�t stabjee� t+o Eatdusian g. of
S�ec�tion A.--C.�ges•
Rraperty O�nna� Ta Borravred
Equipntsnt t3r Uyts t?f Elevators
K the toss �ri�es aut of "ProP��Y
tfemags" to borrowed equiqmerrt or
the use of efen►ators to the extent nat
aubject to �cc�usian k. af Sedion A. �-
Coverages.
Form 8S 00 p8 04 05
Page 16 of 2k
(8) Whsn You Ana Added As An
Ad�litionail lnsund To Othsr
Insura»ce
That is ather ina4ulrance ava�eble Eo
you covering liebi�tjr 'for d�ma�as
arlsing aut of the pr�n3aes or
aper�#ians, or praducts a�ct corr�leted
opera�ons, for which you have b+�n
added as �n addit�n�i insured`by that
insur�nca, or
(7y Whea You Add Uthers As M
Ac�onal htsarad To Tfiis
Insur�ncs
That is ather irtsuranc� available M an
addi�anaF insure�d.
Hawever, the fabcrwing pro�risions
apPyr ta oqrer Msu�ranca availabie �
any persor► or :�org�niz��an wtw is an
�ddit�onal insured' un�ter this Covecage
Per�
(�j Rcitns�y insurancs VYhen
Requited By Can#ract
This insurance is p�imary ff you
hav� agreed in a wiitten contract,
w�itten agreement ar pertnit Htert
this insufar+�t� be prfrr�a�'y. !i otl�er
insurar�ce `is also primary, we wili
shai�er � a� fhat oit� insurarrioe
�y tn� �t►�oa a�t�s �, �.
below.
(b) Pr{mary And NatrC4ntribut�ry
TO �iliK Il�til�IiCA ��R
Requires! "By cont�ce
If you hav�e agne�ed in a wrltten
ca�ntract, w�tet� agr�em�nt or
pe�mit tha# this insurarice is
primary and non-corkbibufiory wi#h
the addiNcnal ii►�iiced's rnnm
itti8ttl�attG@, th� in�Ufat1C8 i8
p�imary and we wfll not seek
cantrib�n irom that other
insurance.
Paragraphs (�j and (b) do not ap�Y to
oi�►er ins�rance % which tl� atl�iti�rat
ins�rred has be+�n addaci e� an
ac�Cfiti�t insured,
When ihis insurar� �s exceas, vve witt
have no dury urrtie�rthha Caverage� Part to
defifiend the ins�urad �aihet`any'suiC' ff any
oiher inaurer has a duty ta defend the
insured against th� "suit". If na othe�r
insurer de�ls� we wiil undertake to do
sa. but we will be er�d �n the insured's
rigltit� aegain�t all those o�ter insu�s:
BUSINESS LIA81LlTY COVERA6� FQRM
When this insurance � excess over aiher
insutanas, we wit! pay oMy aur share of
tl�e amotmt of th►e lass, i# any, tha#
exc�eds the surn cf:
(1) Tlie tatal amcunt tttat aN such other
insurance wa�d pay tar the iass in the
abser�ce of this insur�nce, and
{�) The total of ail deductlble and seii
insured arr�our�ts undar atl that other
inau.rranr.�.
We wi� sh�re the'tema�i�g loss, if ar�y� wiih
etry ott►er �s� it�t'is nat de9txibed in
ihis Eacr,��ss :fn�uran� pr�bn ar�d was not
bcu�t anec�lty fio �p�y in �cess af the
Um�s � Irh3t� sh�►n in the
Dedars#ans ot �ie Can�ege Part.
c. Methad Of 8t�ring
ff a� the athec �surance pefmits
coMribu�+cu► by equ�l ahares. v� wili f�lirnnr
tRi� methnd elso; llt�' this approach,
e��► inswrer ccntrlbutes eq�uat amounts
untl! it has paid ita �pplicabie limtt of
insurar� or norte af !he tass remetns,
whichever comes f#�st.
lf ar►�t of �tiei o#her in�ttroe doe� n� pe�mit
c�n4ibuNOn by +�t�al sl�res, we wil
c�a�ttitritwke by i�nibs. Underthts tr�e#tod, ea�#t
ins�a�'s she�na ts b��sed on ihe '�io +� its
�t�ble �t t�f �tx� to the iofi�l
�bls Umits t5f irisur�rnce ofaU ir�urers,
8. Tr�nster t7f Righb Of Racovery Ag�it�st
Cik�1N'� ,iq lii'
a.
b.
Tra�tsfer Qi Rights Of Recavery
If �e fnsured Ities right$ ta rec�ver'a� or
p�rt af any payment, Mciuding
Supplsrr�entary R�yrraa�MMs, we have m�de
under this C4v�r�� Fert, those rights are
transteme�d ta us: Th� insur�c! must da
nothing ai�er fass to impair them. At our
request, the insured wlil brfig "su�" ar
ttansfer those rights ta ua and help us
enfiarc:a them. 1"his cand�ian does not
gpply W Medical Expea�ses Covera�e.
Waivs�' tN Ri�{hb Clt R�covery (Watvs�
O�f 8ubra��#ia��
if #he insurec! has waived any rights of
racovery aga�st any per�on.: ar
t�an�atbn f� ail or part of any paymeM,
including Se�ppleme�ntary payments, we
have m�+de undef #his Covera�e Parfi, we
alsfl waive thek righk, provided the insttred
w�ived their rigt�ts af recovery egainst
such person or c�eniz�#ion k► a co�iract,
agreement tx perm� fhat was exec�e�d
priw #a tt�e injury or dame�,
Fa�nm �8 00 08 M105 Page 1T of 2+i
'BUSIFtEBS' LIO►BiLITY COVERAGE fORM
F, pF�T1{�NAL AQDI't10NAL IN5URE0
C4�R�IGES
If listtad nr shpn�m es applicabie in the ped�ratlons,
on� ar rr�re of a�e fonowtr�g op�tinal addi�ona�
tnsured Covera8es aUsa epply. Wh� any of,theae
O�o�tal Additionai {n�red Coverages e�pply,
Parag�ph !i. �Addi�ot�l Ins�t+eds V11hen Requireci
by Wrift�n C�tib'�ct.lNrktan Agreem�nt or Pe�rnlit)
of Sectbn C., Who Is M Insured� does not aRP�Y
to the peraan ar 'organizatlon shawn in the
Dedaratitrns. These :coriafag+es arei subje�t ta the
te�ms artd co€�ions epp�cable #o Busin+e�s
Liability Caverage in this poticyr, +axt�pt as
pravided bel�w:
1. Addfi�on�l insured - Designa#ed Rersan ar
t)rgani�c�n
WH4 iS AN tNSURED under SecNan C, is
amended to indt�da as an addiii�onal ins�re�
the persan(s) or or�aniz�n(�j `�hown in the
Dectara�or►�, but cmly wi� respect :6o Ifebitity
for "bodily injur'Y"# "P�P'��+' ' damege" o�
"pe�sonal an�d adver#s�rg injury" causacl, in
whote cr �n part, by your ac�s ar omissions cr
the ac�s nr arnisslons oi those acting on your
behati:
�. In the peirFamarwe of yaur ongoing
operatlorts, or
b. In ca�nnectlon wi� yvur premises owned
by or ranb�ci to yrw.
2. Addi�onat Msured - Ma►na�+ers Or L.essonr
Of Premtses
a, WtiCf tS AN IN3URED �mder Sectiar� G. is
� �a �ciude a� en �iicu�d insure�i
qye pet�c�t�(s} or cxg;�ni�alion(�) shcrwrt in tl�e
Oec�rr�ior�s as � AdWtl�aned Insured .
Oesig�ed Perso� 4r C�ar�izzaiimr but atily
w�tt respect to Nabb�iky arie�ng cwt` o# the
the � lea�et� to yqu 8nd �ho�m in the
b. �IUUith respdct to ti� insurance afforded tc
these addi�bnal insuteds, the foNowing
addit�naf e�lusions app�r:
This insurance daa�s not aPp1Y to:
(1) At1�t "dC�GtlffBRCB" VMhNGh �c98 plat�
after yau cease to be a tanan! in that
prernises; or
(�} Sbuctural alteca�ons, n�w
,cansbudicm or demo�tion opera�ons
perfotmed by ar on behalf of �uch
person or or�anfzatian.
3. Acldlttond Insurod - Granior 4f Franchiss
4.
E�
WHO IS AN tHSURED under Sectian C. is
arnerxied ta indude ias an additianal Msured
the pe�an�s} ar organix�tion{s) shcwn in the
peclaratlons as an Addi�onal I�sured -
Crantor C)i fr�r�ise, but anly with respact bo
�heir Nability as:grarit+o� oi ftanchiae to yau.
l�Clitieuia! Insurad - Lsssar Of L�assd
�quipmsr►t
a. WHa 1S AN tNSURED under Sec�ion C. is
amer�ded ta indude as ar� ackii�c�nai
insu�etl fhe person(s) or orgartiiz�tk9n(s)
shown in the DNedaratians as:en Addi�onal
lnsureci _ �+p�sor oi I.e�sed Equipment,
but only with respect to liabii�ty for "bodity
ini�+Y"• "P�i��Y: �+�mege" ac "personal
and advpr�sing injury" ceu�ed� in whole or
in part� by your meintenar�ce, opet�s�an or
use ai equiprner�t leased to yau by su+c�
persan(s) or organization(s}.
b. W�th r�tspect to the insurance afForded to
these addi�ona! insunsds, tlus insuranca
does not apply to any "occunenae�" wh�Ch
take� place after yau cease to lea�e that
squipmen#.
Addttionsi Insurad - �wn+�rs Or Other
Intere�ts Fram Wham Land Haa Been
I.eased
a. W'HO IS AN iNSURED under Sectk�n C. is
amend+ed to in+clude as an additional
insutQd th�► persion{sj a� argaNzation(s)
shown in �e C?eciaratfons as an Adtlitional
Insured — C?�wners Or Other IMetests From
Wham Land Hes Been Lease�d, but only
witfi �spect fic� �iability`'etising out of the
owt�enship, mainf�►nsc►c�e► or usa of that part
of the i�nd leased tv you and shawn in tl�e
Dec�ara�ons.
b. With respect tc the insurance afibrded tn
thsse add�ional insureds, the fotiovving
addi�ot►al ex�lusiC�hs �P#��Y�
This msurance does nof aPpiY to,
(1y Any "occumence" 'titat takes place
airer you c�se to lease that land; or
�Z} hi{IwVii�f�� BnQI'�{�Q#t�i� t18W
t�arlBtfUG�t�u't !!r d+e�rrlai#�On �petr�ifiOr1S
perfotrned by ar on behatt af �uch
person �r or�ar�ization.
8. Addi�onal insured` - Stats t3r Politicai
Subdivfialon — �"ermi�s
a. WHO IS AN INSURED under Sectto� C. is
amended fic include a�s an addi�onal
insured : the state or poli�cal subdivision
showri irrthe Oedarations as an Additional
���,e �s or�a Fo,nmm �s oo aa os os
BUSINE$8 LtAB�CCY COVERAGE Ft)RM
Insured — St�te C7r Polkica! Subdivision -
Permits, but only with respeck to
apera�tions pertotmed by you o� t�n your
behalf ior w#iictr ihe �tate c►r pt�}tical
subdivision h�is i�ued a permit.
b, With respect to the insurance afforded to
these addit%onal in�ureds� th� foNo�wing
addfHanal aacclusians apply:
This insuranr� does nctt s�PpiY to;
(1j "Bodily injury"� 'prapertY da�4�e" c�r
"personai and adve�#isi�g injury"
arisirtg c�uE of opere►tions perh�rmed'f�r
the st�ate or municipality; or
(2) *B�adity injury" ar "Pwro{aer1Y dsr�a9e«
included; in the "product-c�mpleted
operati�ns" h�z,ard.
7. Addt�on�al insured — Vondors
a. ''WHO 13 AN f1�3URED under Sec�ion �, is�
emended to indude as an asid�ionai
inaured the persot��s) or arganization(s%
{refened b4 below as vendor) shown in the
Decle�ro�it�rts as an-,Adtlitiorual lnsur�d -
Vendor, but anty with respecf to "bqdity
injury"' ar "property damage" arising out of
"yaur produats" which are distributad ar
sokt m Ute regular course of the vendor's
business �nd anly if this Gaverege P�rt
provide�s coverage �r '"b�ad�y injury" ar
"Qf0�8P�/ li811'��BM �flt�Ut� W�1�1 �18
"products-cothple%l oper�ons hazaatd".
b. The insu�ar�ca af6orderd tia ther ver�tor ' is
subjes� to tt�%ilcw+thg a�ciitkrr�al e�edugbns:
{1 � 1't�1s insurance does:nat aPply to:
(ej "Sodity injury" ar "p�opeth+
demage" for which the vendar Is`
obligatsd ta pay darttages by
reason of ttre assump�crr p�f
Itebility in a eontract or egteement
This exduston does not apply to
ilsbi�ty for damages that the
vendor r�uld ha�ve in �e at�se�e
ai thQ Cdntrac:t tN 8gr86tT19R#;
(b) Any ex�ress wsrr�niy
unauthc�ized by you;
l�)
(�
Any physi�cal or chemical change
in �e product rnade inton�onally
by the vendor,
R , urr�leas tmpradced
s+�ely fcu� tl't�e ptarpose a� ir�pec�ior�,
da'r�onstratl+rxt, tes��, a� the
substlt�art of parts uttder
instfudic�ns irom the nnanui�durer,
arui thei�t r�ep�cteaged in tl�e cxiginal
e�rttairuer;
(�} A�,y � to meke sucn
inspedions� ac��, tesis �
s�r�8 � tlte vend�r has agreed
ta tnake or nc�rnaNar unde�akes ta
rr�ke in the t�u�il oo�w�se t�f
b�ashess, fi r�ortnec�ion with 'the
d�utlon or sale afi the pnoduds;
ity Der»t�nstra�on� inst�itation,
servidng or repeir operetions,
except such operations perfomn�ed
�t the vendar`s premises in
cont�edian wi� the sale of the
p��'
{gj Produds whkk�t, after disMbt�tion
or sele by yau, heve been labeled
or r+elab�ied or used as a
cantainer, part or ingredEeM of any
ather thir�g or su�tanca by or fnr
�e v�ruio�; or
�h) "Badily injuwryt" ar "yp�roperty
����M �.���1��;. � � Y1� ��
neg6g�nce of the vendor for its
own �s ot omissian� or thase of
its employe� or a�yc�ne �1se
ac,tlng on' its behalf. Hawever� this
e�cclusion d�s not apply ta:
{i} The :exc,epdior�s c�nteined in
Subparagraphs (d) ar (tj; ar
{il) Such inspeciions,
adjuStmettit�s, te8fs Ot 88rvict�ng
as the vendor has agreed fio
m�ke c►r nnrmaby unde�takes
to rnake in tF� u"su�t +�urse af
busit�ess, in connecHaa wittr
the distribu�on or sale ot the
prod�.
{2j This insuran� does nat appy ta arny
insured per�on ar o�aniz�ation trom
whom you have a�quirect 3uch
praduct�, or any 'ingre�iiant, t�an or
ca�tainer, entering into.
eccompanyirtg ar aonteining suoh
products.
8. Additional lnsured — Contr+�iling Int�srest
WHO IS AN INSUREa und+�r 5ecctfon C. is
amended ta indude as an addidonal insured
the person(sj ar a�r�ai�o�{aj shawn in 1he
De+darations �s an Additional Insured' —
Conh�ot�ing tnterost, but oniy with respact ta
their lie�bili�+ arising aut of;
a. Their financiat Gontrol at you; ort
b. Premises Ihey own, maintain or c�rrtrol
wh�e you lease cr occupy th8se ptx�mises.
Form $S 00 08 04 QS Page 19 of 24
�aus���ss �.wBi�.mr +cavE�►c�E �aRM
't'his insurance does not apply #o structu�ait
akera�ons, n�tir a>nstruction and demoliticn
operatbns perfam�ed by ar for `that per�nn ar
orga�izstion.
9. Addltianai fn:ured — t}r�rnsra� `Lessaes Qr
Catttractara �- Scheduied Parson Or
thganlz�tbn
a. WH+�J 1S AN tNSUREO under S+�ction C; is
srner�ded ta indude as an adtlf�anal
insured the pen�on(s) or orqan'�t�n(s)
showm in tl� De�datatiar� as �r► Addi�cmal
Insun�l — Owner� Lessees Or Cantractara,
but aniy with' R+espeet to iiability fot` "'bbdily
fijury"� "proPert�r dam�g8" OF °perSOnal
and ��verti�ing inJury" caused, in whate or
in part, by your ac�s or� omiissio�s or �e
acts or omissions af those actl�g or� youE
behalf:
{1) In the, perform�nce of your ongoin�
operat�s for the addi�an�l
insured(sj; or
(2) ir� c�nnection wi#h "your wark"
p+erk�rrr�d for tha# add�ianei insured
and induded witttin the `prodt�c#s-
t�trtptAbBC� Cl�ae1`aitlQCi9 haz81'd", but
oniy iF ;tFtis Coverage Part provkles
caverage for "bodily injiury" or
"pmperty darYtsge" incluried vvithin the
"prc�ducts-compieted aper��ons
hazr�rd",
b. Witttt respeet to the insur�»t� afft►rcted to
these adctiti�r�ai in�ureds, this in�rrance
does nat aPPty to "bodily injury", "P��Y
G�81Ti8�8° OI` "�I$f'80i18� �tl 8tfV8t1�8�f1�
injury" ari�in� ou# vf the rendering ofi, a�r
the ta��ure ta rerrder, a�ny professianei
archit�tural, engineering or surveyin�
setvit�s,lnCludingt
(�� fihe preparin9� �Ri�+��►9� or faiture �
prepare c�r ap�rove, maps, sMop
dr�rwings, opinions. reports, surve�eYs,
fie�d ardecs. cha�t� orders. designs of
tltawings and sp�ee�ticatians; ar
(2} Su�anrisory, inspect�an, architecturai
ar enginee�ring a�ttvities.
10. Additional Inaured — GwOwner Of Insured
Pr'enn�es
WHQ IS /�N INSURED under Section C, is
amer�ded to ind�de as an additlona! 'msured
d�e pusraon(�) or Or�ganizatis�rt(s);showr► in #he
�edarations es an A�ditional inaured — Co-
Owner Uf Insured Premises, but only wfth
respe�t to lheir li�abNity as co-a�wner of #he
premises shawn in the Dectaratians.
The limits of inaurance that spply to additional
Tnaureds are de�ibed tn Section D. — Limits Of
tnsurance.
Hc�w this ir�surance appiies when ather fnsurenr.e
is available to an additbnat insuired is d�scribed M
the Other lnsurance Catrdi�on in Sec�on E. —
Liabitity And Medical �pdsnses 6�neral
Candidnns.
G. LIABILITY ,ArND ME01CA�. EXPENSES
oEF�Nmc�►�aa�
1. "AdverNsement" rngal�s the w(daspre8id public
disseminatton of ir�formatlon ar images that
has ttre purpost� c�f ir►dt�cing the sale of gaads,
products o� se�vices �htnugh:
2.
��
4.
a. �1 } Radio;
(Zy` Teievision;
(3} Billb�oard;
(4} Magazine;
t� N�sPaPer;
b. The intemet, but ar�ly that part of a web
site that i� abcut goods, Producis or
services for the purposers of inducing the
S8I8 Of �OOdB, pf0�4t1G'�S Oi" 8@CY�C88� O�
e. Any other publication th�t is given
widespce�d pul�ic di�txibutlan.
Ho�nrever� "adv�rtisemeM" does nat include:
�. Tha de��gn, ptinted material, infom�a#ian
or images conteirrr�d in, on or upan �e
p�ckaging or tabeH� of any gc�ods ar
praducis;'or
b. An i�adive c�ue�ation between or
�r�a►9 perea�s tha'au9h, e oompu6er n�tworlc.
"Adverrtising idea" means any idea fiar an
"adver�seme�t".
"Asbest4s hazard" me�ns an exposure ar
threaf of exposure #o the actua! cr aileged
properttes o1 asbestos and includes the mere
presenc� of asl�os In `any form.
"Au�" means a land mofor vehicie, treile� or
serni-trailer designed far travel on pubttc
raads, includ4ng any attach�d machinery or
equ�ment But "auto' does not include
"mobiie equipment".
5. "Badily ir�jury" means physical:
a. i�jury;
b. Sidcness; or
c. Disease
sustained by a pe�san and, ff a�ising out ot the
above, mental angulsh or tleath at any time.
6. "Coverage ferr�tory" means:
Pags 2Q of 2# Form SS 00 08 Q4 fl5
� Cardio Partners
PREMIUM SERVICE CONTRACT
CARD[O PARTNERS, INC. - 6QUIPMENT SERVICES CONTRACT ("Cont�aoP') dated es ofthis 10/102020 day ("Effec�ve
Da[e") is entered in[o by and between Cih ofCarlabad Fire Deoartmen[ ("Customu"), having its p�incipal place of business at 2560
Orbn Wav Cadsbad. CA 92010 and CARDIO PAR7NERS, Ivc. (`CARD[O PARTNERS") having officu lacated et 1001 Flagpoie
Court,Brentwood,Tennessee ?7027
FOR AND IN CONSIDBRATION OF the premiees and irwNal agreements hereia Cuemmer and CARDIO PARl'NERS agree es
follows:
TERMS AlVD CONDTTIONS
L TERM. The term of [his Contract ehall become ef(ecbve as of [he da[e sa[ forth above avd shall remam m fall force and eHeo[ for
6 mon[hls� !'Imnal Term"1. Except as o[herwise �se� fort� herem, [he word'ierm" s�all mea� either'9mt�ai T'etm'� eud/o� "Renewal
Term
2. COVERlD EQCIPMEN'C AND SERVICES Covered Equipmcnt under this Contrnct shall mean all equipmen[ listed in [he
attached Schedule A below that will be eligible for Repair Servlces and/or Preventative Mamtenance Services p��suavt to [hfs Con¢acL
Cove�ed 9ervlces ehall mean the designated Repeir Services and/or Preven[ative Repair Services, [o be pe�tonned by CARDIO
PARTNERS a[ the designaced servlcefrequency as reflected i� Sched�le A and dunng DesAgaa[ed Service Houre.
3. REPAIR SERVICES. Repai� Servfces shall meaq subf ec[ ro the Excluded Services identified below, the followi�g repafr servioes
that CAILDIO PARTNBRS will pe�form on a Cove2d Eqmpme�t
• Repai[s required to remm [he Cove�ed Equipmene lo theoriginal eqoipmen[ manufacmre�'s specffication
4. PREVKN'PATIVE MAINTENANCE SERVICBS. Prevemative Mafntenance Servioes shall meaq subject m the Excluded
Sernces idenhfied below, [he preven[a[ive mam�enance services lhat CARDIO PARTIVHRS will perfortn on the Covered Eqmpmeni
pursuant ro th�s Con[rac[
. Verificationofpmperms[mme�[calib�atfov;
• Venficafion Ihat ins[rumen[ muhanical operations and outpm measuremen[s aze consistent wi[h applicable produd
specifiwtions;
• Performa��ce of an elutrfcal safety oheck in acco�da�ce with National Fire and Protectio� GuideGnes;
• An inspeotion within thirty (30) days ofthe exeoution ofthis Agreemrxn and a�y subsequent re�ewal date, if �enewed.
5. EXCLUDED SERVICES. L^'�cluded Serv�ces shall mean ell services tha[ are not upressly set forth i� Repair Servlces anNor
Preventatrve Mein[enance Servmes Sechons ofthis Agreeme�c Excluded Servmes include, but ie not limrted m, [he tollowmg:
Supply or reqa¢ of eccessories or disposebles (e.g..
pe[ient cabies, recorder paper, em.);
Excessive wear and cear;
Damage cauged by (or repeirs �eeded due to) misuse.
abuse. abnormal operahng r,ondihons, operator ertors.
anNor accs of God:
Repays to remm Coverea Equipmem to normal
opew[ing w�dition at the time of fniNal inspect�on if
the equipmen[ is not in normal operating condi[ion;
Case changee;
Repair o� replacemen[ of' items mt ongmally
disMbuted or installed by CARDIO PARTNERS
Biomedical;
lnrernaL. sterilizable and pedia�nc paddles;
Sp02 se�sors aid cables;
Commumcaho� cables;
Therapy cables;
Pa[ient cablea; and
YCMCIA modems;
6. CIfSTOMER'S OBLIGATIONS. For aoy Covered Services io be perfortned at Customer's facilities, it shall be Cusmmei s
responsibility [o ensure Covered Equipment �s located a[ the Covered Eqmpment Loca[ion set Yorth in the attached Schedule A at ihe
Page 1 of5
201Y0405
scheduled time designated by CARDIO PARTNERS. CARDIO PARTNERS shall be provided full access to such Covered Equipment
and adequate working space to complete such Covered Services.
7. UNAUTHORIZED ALTERATION OF COVERED EQUIPMENT. If any person, other than a CARDIO PARTNERS
technician, alters any Covered Equipment or the configuration thereof without the prior consent of CARDIO PARTNERS, CARDIO
PARTNERS at is sole discretion may exclude such Covered Equipment from coverage under this Agreement or charge Customer its
standard rate, including the cost of materials and labor, to return to the affected equipment to the original equipment manufacturer's
specifications.
8. SHIPPING COSTS. Far Covered Services to be performed using C�RDIO PART`NERS's facilities. Customer shall have the
responsibility of shipping the Covered Equipment to CARDIO PARTNERS using the pre-paid label provided by CARDIO PART`NERS.
Upon completion of the Covered Services, CARDIO PARTNERS will ship, at its costs, the Covered Equipment to the Covezed
Equipment Location set forth in the attached Schedule A. Notwithstanding the foregoing, in the event Customer is only to receive
Preventative Maintenance Services, Customer shall be responsible for all shipping costs associated with shipping the Covered
Equipment to and from CARDIO PARTNERS's facility.
9. DESIGNATED SER�CE HOURS. Designated Seavice Hours shall mean the hours of 8:00 A.M. and 5:00 P.M. Central Time,
Monday through Friday, excluding all Holidays. In the rare circumstance when Cl1RDI0 PARTNERS service technicians are rendered
unavailable due to mandatory training commitments or other Delay, CARDIO PARTNERS will perform the service as soon as
reasonably possible.
10. DOCiTMENTATION. Following each Repair Service and/or Preventative Maintenance Service, CARDIO PARTNERS will
provide Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended
for replacement.
11. LOANER UNITS. If a CARDIO PAR'INERS product is listed as a unit of Covered Equipment for Repair Services and needs
to be removed from Customer's facilities to complete the Covered Services, CARDIO PARTNERS will loan to Customer a substantially
equivalent piece of equipment ("Loaner UniY'), at no charge, until the Covered Equipment is returned to Customer, Customer assumes
complete responsibility for ihe Loaner Unit and shall return, at CARDIO PARTNERS's expense, the Loaner Unit to Cl�RDIO
PARTNERS in the same condition as received upon the earlier of the return of the removed unit or CARDIO PAR'INERS's request.
Customer's use of the Loaner Unit shall be subject to terms and conditions of CARDIO PARTNERS's "Loaner Agreement".
Notwithstanding the foregoing, Customer shall be charged CARDIO PARTNERS's standard rate for a Loaner Unit if Customer is only
receiving Preventative Maintenance Services.
12. ADDITIONAL SERVICES. Additional Services means any and all services other than Covered Services as expressly defined
in this Agreement. Further, Additional Services includes, but is not limited to, services for equipment/instruments that are not Covered
Equipment and services requested outside the designated service frequency or Designated Service Hours. Additional Sezvices shall be
performed at CA.RDIO I'ARTNERS's current rates. Further, Customer shall be responsible for all travel costs incurred and mileage
at the rate of hourly labar multiplied by average travel time.
13. PAYMENT. The annual fee for the Covered Services ("Annual Service Fee") is set forth in Schedule A and shall be due and
payable (i) with respect to the Initial Term, contemporaneously with the execution of this Agreement; and (ii) with respect to a Renewal
Term, thirty (30) days prior to the commencement of such Renewal Term. For Customers with credit accounts with CARDIO
PARTNERS, payment shall be made within thirty (30) days of the mailing of the invoice to Customer (or such other terms as C.ARDIO
PARTNERS Biomedical confirms to Customer in writing). In addition to the cost of Covered Services or Additional Services performed,
Customer shall pay or reimburse CARDIO PARTNERS for any sales, use, excise, goods or services tax that CARDIO PARTNERS is
required to collect from Customer. Discounts, special terrns, or promotions cannot not be combined with the terms and pricing of this
Agreement.
14. TERMINATION. Either party may terminate this Agreement, as of the date specified in a notice of termination, if the other
party materially breaches its obligations under this Agreement and does not cure such breach within thirty (30) days after receiving
notice of such breach. If CARDIO PARTNERS terminates this Agreement for cause and/or incurs expenses to enforce this Agreement,
it shall be entitled to recover from Customer any and all damages, losses, �xpense and costs, including reasonable attorney's fees,
incurred by CARDIO PARTNERS as a result of or in connection with such termination and/or enforcement.
15. WARRANT'I'. CARDIO PART'NERS warrants Repair Services performed under this Agreement against defects in material and
workmanship for ninety (90) days from the date of the Repair Service was performed. Customer shall provide CARDIO PAR'TNERS
written notice of any alleged defective material or workmanship within the same ninety (90) day period. EXCEPT AS EXPRESSLY
Page 2 of 5
20190405
SETFORTH INTHIS AGREEMFNT, CARDIO PAR"CNERS D[SCLAfMS ANY AND ALL WARRANTIES�CONCPRNMG THE
C09ERED SERVICES. ADDCT[ONAL SERVICES AND/OR ANY LOANED UNITS TO BE PROVIDED t�REONDER
WHFTHER BXPRESS OR [MPL�.D, INCWIDNG (W7THOUT LIMITATION) ANY IMPLIED WARRANTY OF
MERCHANTAFiIL1TY ORFITNP.SS FOft A PARTfCULAR PURPOSE-
16. LIMI7ATION OF I.IAAILIT�'. M NO EVENT SHALL CARDIO PARI7JERS BE LIABLE FOR LOSS PROFITS.
IND�2ECT, WCmENTAL WNSFQUENTIAL. EXE�.UiPLARY, PUNTTIVE OR SPECIAL DAMAGES, INCLUDING LOST
PROFITS, REGARDLG55 OF THE FORM OF'I'HE ACTION OR'I'HE iHLORY OF RlCOVEAY, EVPN Ik THE PARTIES HA VE
BEEN ADVISED OF THE POSSIDILI'TY OP THOSE DAMAGBS. CUSTONIER'S SOLE REMEDY SHALLBE THLltEPAIli OF
'fklE COVERED EQUIPMENT (INCLUDiNG TI� RL'PLACEMEN7 OF ANY DEFECTIVE PARTS) OR REFOND OF PliFS
ASSOCIATED WITH THE SERVICES i'O BE PROVIDED TO SUCH COVERED EQUIPMENT. TI{IS LIMITATION OF
WABLl'CY SECTION SHALL APPLY TO CAVERED SPAVICES, ADDITIONAL SERVICHS AND ANY LOANED UMTS.
NOTWITHSIANDWG THE k'OAEGOING, C.41tD10 PAR7'NERS'S 7'OfAL LIABILI'PY UNDER THIS AGREEMENT SHALL
NOi EXPCECD TAE AMOUNT OF FEFS PAm UNDER THIS AGRLPMENT AND 'CHE EHISTENCE OP MORE THAN ONE
CLAIM 51{ALL NO'I SERVE TO EXPAND SUCH LIMITS OF L]ABILITY-
! 7. FORCE MAJEORE. CARI)10 PARTNERS will not bt liable ior any loss or damage of any kind due m its failure m perfortn or
delay m its performance under LLils Agreement A delay means any failure ro perform resulting from any caose �eyond CARDIO
NAR7'NERS reasona6le con[rol, mcluding, but no[ limired �o, aces of God, labor dispures labor shortages, Ihe requ�rements of any
governmental authonty, wer. civil unresL delays in manvfacwre, obtaimng any required license o� pertnft, and/or CARDIO
PARTNERSs mabflity m ob[ai� goods ttom its usual eources. A�y such delay shall not be mnsidered a breach of CARDiO
PAR7'NERS's obl�ga[ions and [he performance da[es shall be extended for the length of euch delay.
I8. IN�EMNITY Cus(omer agrees to indemnity and hold harmless CARDIO PA2TNER5 from any and ell m�anes, damages,
claime, smts, costs, attomey's fees, or any other loss or obliga[ion of airy kind or neNre arisi�g out of or in any way rela[ed m[he ose
and/or operatlon of theCove�ed Equipmeot anNor any Loaned Units. Thfs provleion ehall survive the lermination o(thfs Agreeme�[-
19. NON-SOLIC[TATION. Cusmmer ag�ees m not solicit or emyloy CARDIO PARTNERS pecsonnel during the Term of this
Agreemen[ o� fo� o�e (I) year followivg ite expiration without CARDIO PARTNE25's pnor wn[ten consenl.
20. MISCELLAdEOUS. "Ch�s Agreemem shall be govemed avd conshvcted in acwtdance wflh the substantive Iaws of the S[a[e of
Ohw and without regard ro its laws cnncerning choice of law. The panies agree that any legal actmn bmught by any party hereto in
connection with this Agreemeol shall be maintained in the state anNor fedetal courts IocateA in Columbus. Ohio- Cusromer mey �o[
assign [his Agreement or any righ[s and obligations hereunder. in whole or in part, withou[ pnor wnt[en w�sen[ o} ClnRD10
PARINERS. The cap[ione mntamed in this Agreemen[ are for re[uence oniy end shall not limil or cmihol themeaning o} enyprovis�on
o( [his Ag�eemenL Any waiver, amendment or modifiwhon uf any provisions of thfs Agreeme�[ or any nght, pmver o� remedy
hereunder shall not be effechve unless made in wnting antl signed by the party agains'[ whom enforcemen[ of such wa�ver, amendmem
o� ivodificehon �s eough[. In the evenc[hat a�iy portmn of [his Ag�eement is dGermmed to be illegal or onenfomeable, soch illegality oi
unenfomeability sha0 noe atfec[ the remaming [ertns of this Agreeme�t This Agrumem and Sohedule A are [he completo and exclusrve
agreemenl between the parties wiPo �espec[ m the sub�ect me[[er hereo( e�d supersede elI p�io� agreemems, negofiafions, and
commvnications on such subject mauec
Premium Contraci ( Pricing per Unit J Per Year
HOURLV LABOR RATES —AED'S @$75.00/HR; AL4 E45E @$180.00/HR; MINIMUM 1 HOUR
Premium Cnverages
PdRC3 ot5
2019041t5
Premium plan includes �1) PM/per year, labor and parts of functional items only. Doesn't cover labor/parts for non-
functional reUairs, cosmetic, physical damage, or improper use. Signed Service Agreement Required.
Fee � Qty I Vfs � TOtal
Philips MRX's � 51.100
Su6total $(.050
PremiumContrac[Total R6,050
Premium Contrac[ed Items / Serial �t Log
Manufacturer Model SNh
1 Philips �HeartStartMRX U500545515
2 Vhilips � Heart Start MRH US00545449
I 3 Philips ' HeartStartMRX U500545350
4 Philips HeartStartMRX U500546679
5 Philips HeartStar[MRX US00545358
.6 7hilips HeartStartMRX US00546680
7 I Philips Heart$tartMRX US0054570i '
8 Philips Heart Start MRX US00545476
rage a ors
z0�9naUs
9 Philips HeartStartMRX U500317055
10 Philips Heart Start MRX U500325240
11 Philips Heart Start MRX U500325233
12
13
14
15
16
17
CARDIOPARTNE�RS�7
Signamrc / "� � � �
PnntedNamc: �""k Wcbi-�
rai�: 13,0 ��a,�.� s�r��« M�.��;� �
Dete: i�z-i2-a-.vzy.
Customer
Sig�a[u�e:
PrinredName: Yl�o�t+.�t Ga�v"ew�
r�n�: G,�: Ga.�
Dare:
Purchase OrderN:
APPROVED AS TO FORM
Celia A Brewer. Ci NWmey
ey:
AssUO Ciry Attomey
Ciryo Cadsbad,CA
Vage 5 of5
20190J05
^�� � CERTIFICATE OF LIABILITY INSURANCE °"T �`v�'°� � �"
THIS CERTIFICATE IS ISSUEO AS A MATfEF OF INFOPMATION ONLY ANO CONFEflS NO HIGMTS UPON THE CEHIIFICATE HOLOEH. THIS
CEHTIFICATE OOES NOT AFFIHMATIVELY OH NEGATIVELY AMEND. EXTEND Ofl ALTEfl THE LOVEHAGE AFFOHOEU BY THE POLICIES
BELOW. THIS CEFTIFICATE OF INSUflANCE DOES NOT CONSTITUTE N CONTHACT BETWEEN THE ISSUING INSIIHEP(5�, AUTHOflIZED
FEPHESENTATIVE Ofl PFOOUCEfl, AN� THE CEHTIFICATE MOLOEfl.
',. IMPOIiTPNT: If �M1e certi�ica�e holtle� is an AODRIONAL INSUFlED, iM1e policy(ies) must have AOUITIONAL INSIIHED provisions or pe entlo�setl. H
� SUHHOGATIONISWANEO.suG�eq�a �he�e�msandcantli�ianso���epolicy,cetlainpolic�esmayrequireanentlorumenLAs�a�emen�on��ls —
cetliilwte Goes not conMr rig�ls to iM1e cetllflcare haltler in lieu of sucM1 entlarsemenqs�. �
WCEa caxucr n
�IFOfI NiSk SPf'viCpS NOI't112d5L IDC ��E�
'iColumbus aH ofHce jq�c Ilo Eatp (efifi) d33-]1d] ,[eoo) 3fi3-01os y`
j045 Hut[Mn50n 4Venue
�suice 90o z
I[olumbus oH a3235 osa
IN511NEN(51BfFOqOING COVEflAGE �� NRICX
iUflEU INSIIPEPa: Metlmdrt C2ry21Ty Ins Co
�raio vartners. inc. artFortl v e Co.
100 iuttle Crossing 61va. Sentinel ireo�anrerCompany. �[d
0. eox 8023
ibNn on a3016 usa xariford casualiy insurance co
1�50flEfl E
NSVPEHF:
�VERAGES CEflTIFICATENIIMBER:S]008391O5a5 pEVI510NNUMBEP:
Tw515 TO CERTiFV THnT THE POLICIES OF �NSURANCE LISTE� BELOW HAVE BEE�' ISSIIED TO THE WSURED NAMED ABOVE PoR TH
iN01CPTED. IVOTWITHSTqN�WC HNY RECIUIPEMENT. TERM OR CONOITION OF ANY CONTRHCf OP OTHER DOGUMENT WITH RESFEC
C[FTIRCATE S1PY BE ISSUEp OR MqV oERTpIN. THE INSUPANCE AFFOROE� 6V THE PQJQES DESCFIBEO HEREIN IS SOBJECT TC
EHCWSIONSHNDCON�ITIONSO�SUGHPOLICIES.IIMITSSHOWNMAVHqVEBEENRE�IICE�BVPqI�CLAIMS Limilss�o
IXS� WVO OLILVXVNBEP
PCmLCE uiV V�NVGP
ME XEPpLLG61
°M�Ms�oE o0 o�A
aeesorvn�eaovm�uAv
Po,�AtEplMlrqavuESVEP I tiENEPPLPGGPEGPiE
En.� ,n�a� � PAoo��,=�aMo,oPa��
excEssum�
racwoac wn r !'�Ix.4
S�o
agg oeaucnbie � mno,o
� aer occ � 510.000.0
XOFOGEP<ibNS/tOCPilOHS/VEXI0.E5(PWPOIOI,M er e meMfllmore¢pattlsreVuleeGl
Caflsbao 15 in lutletl a Ftltlitional Insur'e00!n �faa�nce w�YTh�Me pollry O�oV55ions aF the General ua�iliTy^, Protluct
L dnd AYromObilP IidbiHty policies. umhr¢lld �ilaEiliry pO11Cy i5 FO11OW FOrm [O iM1e Generdl Lldbillty antl ummob�le
Y palicies.
CERTIFICATE HOL�ER
civy oF carishatl
Fire �epartment
2560 Ofion Way
canseaa ca 9zooeazao usn
ACOFD 25 (2016I03) `�
CANCELLATION
SNOVLU 4Nv O
EOF. XOiItECWILL BE OELNEflED IN .�CCOqP410EFWRM iME
GOIiCV*CPOV S�OXS „E
tWOA ✓GtlS �/LIN.L1 c/)��fN
p1988-2015 l COHD COPPOHATION. NI rig�[s reservetl.
The ACOH� name antl logo are registeretl marks et ACOHU
0
�
Y
U✓
�
AGENCY WSTOMERID: 5I00000315]5
LOC #:
"� ADDITIONAL REMARKS SCHEDULE Pa9e _ o+ _
aon R�sk services xortheast, xno � carJio vartners. IDc.
See WrtiFicate uumber�. 5]OU839]0545
see Ecertificate r�umber. 5]00839)0545
T�e ACOP� name anE logo are r¢glsl¢retl marks oi 4COF0
Samova. Inc.
Policy Number: 33WNVG3635
PolicY Pe�iatl' t21i119- 12I1I20
SECTION II - WHO IS AN INSURED
1. If you are designatetl m the Ueclarations as'.
a. An intlivldual. you antl your spouse are
msuretls. but aNy with respect [o the contluct
of a business of whicn you are Ihe sole
owner.
b. A partnership or joinf venture. you are an
in5ured. Your membet5, your partne�s, dntl
their spouses are also msuretls, but only with
respec[ to Uie contluci of your business.
c. N limitetl �iabilHy company, you are an
insu�etl. VOU� mert�b¢rS afe also in5U�2tl5, buf
anly wilh respect Cc th� cnntlucr of your
ousiness. Vour manage�s are insuretls. but
only wi�� respect to �their tluties as your
managers.
d. An organizatlon oNerthan a patlnership,joint
venture or limited liability company, you are
an insuretl Vour "execulive ofFicers" and
tlirectors are insuretls, but only with respeci to
Neir tluties as your offcers or tlirecrors. Vour
stockholtlers are also insureds, bu! only wiN
respect to [heir liability as stock�olde�s.
e. A Vust, you are an insuretl. Vour tmstees are
also insureds, bul only with respect to thei�
duues as tmstees.
2. Eac� nt [he following is also an insu2d'
a. Employees Md Volunteer Workefs
Your "volunteer wotkers" only wbile
perfortning duties related to the contluct o/
your business, or your "employees". other
than ei�her yovr "execWive officers" �if you are
an organ2ation olher ihan a partnership. joint
venture or limitetl Iiabiiity r,ompanyj or your
managers Q/ you ere a Iimlted 17abillty
company), but onry for ac[s within the scope
of their employment by you or while
pedorming tluties rela[ed to the contluc[ o!
yourbusiness.
Nowever. none of these "employees" or
'bolun[eer workers" are insureds tor
(7} "godily injury" or "personal antl advenising
in�ury"
(a) To you to your partners or members (if
you are a pahnership orjoint ven[ure),
ro your members (if you are a limited
liability company), b a co-"employee"
while in the course of his or her
employment or performing duties
relatetl to the contluct of your
business. or to your other "volunteer
workers" while performing tluties
relafed to [he conduct q( your
6usiness:
(b) To Ihe spouse. child. parent, brother or
sis[er oi that co-"em0loyee" or that
'bolunteer worker• as a consequence
of Paragraph (1 ��a) above:
(c� For which there is any obligation to
share tlamages wi[h or reDay someone
else whu must pay damages because
of the injury describetl in Paragraohs
(1)(a� or (1�(b� ahove: or
(d� Arising wt of his or her providing or
failing ro provitle orofessional health
care services.
If yov are not in the business of pmvitling
professional health care services:
(a) Suoparagrapns (i)(a), (7��6) ana (i)�c�
above do not appty fo any "employee"
or "volunteer worker" providing firsf aitl
services: antl
@�Subparagraph (1�(d) above tloes not
apply to any nurse, emergency metlical
lechnician or paremedic employetl bV
you to provide such services.
(2) 'Pmperty tlamage" to property�
(a) Owneq occupied or usetl by.
(b) Rentetl m. m me care. custotly or
vontrol ot or over which physical
conVol is being exercisetl Por any
purpose by
yoa. any o( your "employees" "volunteer
workers". any partner or member (if you
are a partnership orjoint venture). or any
member (if you are a limited liability
company�
b. RealEstate Manager
Any person (other Ihan your "employee" or
"volunteer worker"1, or any arganization while
ac[ing as your real estate manager
c. Temporary Custotlians OF Your Property
Any person or organization having proper
temporary CuSiody of yoUr property if you die.
but only
(t) With respect ro liability arising out ot �he
mamtenance or use of Mat property; and
(2} Until your legai representative nes been
appomted.
tl. Legal Represen[ative If Vou Die
Vour legal representative if you Aie. but only
wi(h respect to dutles as such. Tha�
representative will have ali your rights antl
tluties under this Coverage Part.
e. UnnameA Subsidiary
Any subsidiary, antl subsidiary mereof, or
yours which is a legally mwrporatetl entity oi
wnich you awri a financial interes� of more
ihan 50% of the vot�ng stuck on the effec�ive
date of thE Coverage Part.
HG 00 Ot 09 i 6 Page t 1 of 21
Samova, Inc.
Pollcy Numbec 33UUNVG3435
Policy Peno�'. 1211/19- 12I1I20
?he insura�ice affardea herein fo� any
subsitliary not named m Ih�s Coverage Part
as a named insuretl ooes not apply to injury
or tlamage with respect ro whic� such insuretl
�5 2150 a nametl in5uretl untlel anothef policy
ar woultl be a named insured untler such
poliCy bu� for its termination or the exhaushon
OfIIS �IRIIiS 0(Ip5Uf3f10E.
Newly Acquiretl Or Form¢d Organiution
Any organization you newly acquire o� fortn,
other lhan a partnership, joint venture or limitetl
liabiliry company. and over wnich you maintain
tinancia! interest ot more [han 50 % of the vo[ing
stock. will qualify as a Nametl insured if there is
no other similar insurance available b that
organization However:
a. Coverage untler this pmvision is affortletl only
until ihe 1801h day aker you acquire or form
lhe organization or [he =_nd of [he policy
perioU. wnwhever is earlier.
D. Coverage A Aoes nof apply tc "botlily in�ury"
or "property damage" that occurce0 before
you acqwred or formetl the organization: antl
a Coverege B dnes not ap01y io "personal and
ativertising injury" ansing out ot an offense
committetl beFure you acquired or tormetl the
organization
Nonowned Watercaft
With respect to watercrak you do not own (hat is
less than 51 ieet long and is not being used �o
carry persone For a charge. any Uerson is an
insured while operating such watercraft with your
permission. Any other person or nrganization
responsible for the conduct oi such person is
also an insuretl. but only with respect ro iiabiGry
arising out offhe operation ofthe watercraft, antl
onty ;f no otner msurance oi any kin0 is available
ro lha[ person or organization fo� this liability
However, no person or organization is an insuretl
with respect to�.
a. "Bodily injury" to a co-"employee" of the
parson operating the watercraR or
b. "Property damage" to property owned by,
rentetl to. in the charge of or occupied by you
� or Ihe employer of any persan who is an
insured underth�s provision.
Atlditlonal Insuretls When Requiretl By
Wntten Contract, Written Agreement Or
Permit
The follow�ng person(s) or organization�s) are an
atldibonal msured when you have agreed, in a
wntten contract. wrilten a9reement or because of
a permit issuetl by a state or poliHcal subtlivison.
t0at such person or orgaNzalion be adtletl as an
atlditional insured on your po�icy. provitled [he
mjury or tlamage occurs subseQuent ro Ihe
2xecution of the conirect or agreement.
A person or organization is an adtlitional insuretl
untler Nis pmvision onry for fhal periotl of time
requiretl by [he contract or agreement.
However. no sucn person or organization is an
msuretl untler t�is pmvision if such person or
orgamzation Is indutletl as an insuretl by an
entlorsement issuetl by us antl made a pari of
lhis Coverege Part.
a. Vendors
My person(s) or organization(s) �referretl to
below as vendor�, bui onty with respect to
"bodily injury" ur "property damage" arisinq
out of "your protlucts" which are tlistributetl or
soltl in the regular course of the vendoYs
business and only if this Coverage . Part
pmvides coverage tor "botlily mjury" or
"pmPerty tlamage" inclutletl within the
'pmducts-comUletetl operations hazard"
(1) The insurance affoNeC the venoor is
suD�eci to the following atltli�ional
excWsions�
This insurance does not apply to.-
(a) "Bodily inryry" or "property damage" for
which the ventlor is obligated to pay
damages by reason of the assumption
of liability in a contract or agreement.
This excWsion does not apP�Y to
liabiliry for damages [hat the ventlor
would qave in ihe absence of Ue
contractoragreemen[
(b�Any ezpress warranty unauthonzetl by
You.
(cl My physical or chemical change in �he
pmducf made mtentionally by the
venaor,
(d) Repackaging, except whan unpacked
solery for the purpose of inspection.
tlemonstration. testing, or �he
substitution of parts under inshuctlons
from the manufacturer, antl [hen
repackagetl in the original coniainer.
(e) Any failure to make such inspections,
2djustments. fests or servicing as [he
vendor has agreed to make or nortnally
undertakes to make in ihe usual
course of business. in connection with
the disMbution or sale of the protluc[s:
�Fl Demonstration. !nstallalion. servicing
or repart operanons, ezcept such
operations pertormetl al the ventloYs
premises m connection with Ihe sale of
the protluct.
j9) Pmtlucis which. after distritrution or
sale by you, have been labeletl or
relabeled or used as a coMainer. part
or ingretlient of any other thiny or
substance by or for the vendor. or
Page 12 of 2t HG 00 07 09 i6
Sarnova. inc.
Policy NumOer: 33UUNVG3a35
PofcY Pe�iad 121i119- 121V20
(h�"Botliry in�ury" or "property damage"
arising out ot the sole negtlgence of Ihe
vendor For its own acts or omissions or
those of its empioyees or anyone else
acling on its behalE However, Ihis
erclusion tloes not apply to'
(i� The exceptions contametl in SUD-
paregraphsltl�or(f�;or
(ii) Such inspectlons, atljustmenls,
rests or servicinq as the ventlor has
agreetl ro make or norma�ly
untlertakes to inake in the usual
course of business, in connection
with the tlistribution or sale of Me
products
(2) This insurance does no( appry to any
msuretl person or oryaniza�ion, tmm
whom you have acqmretl such protlucts,
or any ingredient. part or container.
entenng in[o. accompanying or containing
such producta.
b. Lessors Of Equipment
(1) Fny person�s) or organization(s) hom
whom you lease eqwpment but oniy with
respect ro their liabiliry for "botlily injury"
"pmperty tlamage" or "personel antl
2tivertising m�urv' causetl. in whole or in
part. bY Your maintenance, operation r,�
use of equipmen� leasetl to you by such
person(s� or orgamza6on(s).
(2) Wit6 respect to the insurance afforded to
these addlttonel insureds thls insurence
tloes not aOPly to any "occurrence" which
takes place after the equipment lease
?xpires.
c. Lessors OfLand OrPremises
Any petson or organization from wfIDm you
lease lantl or premises. bW nnly with respect
io liabiliry ansing ou[ ot the ownership.
maintenance or use of tha� part of the lantl or
premises leased to you.
Wi�h respect m the msufance afforaetl [hese
atlditional insureds the following additionat
exclusions apply
This insurance tloes not appty to:
1. Hny "occurrence" whicn takes O�ace after
you cease ro lease tha[ lantl: or
2. Stmemral alteretions, new construction or
demolilion operations performad by or on
benaif of such person or organization.
i. Architects, Engineers Or Surveyors
Any arohitec�, engineer, or surveyor, bui only
with respect ro liabiliry for "bodily injury".
"property tlamage" or "personal antl
ativertising injury" causetl, in whole or in part.
by your acts or omissions or the ac�s or
omissions of �hose acting on your behalf.
(t) In cannection with your premises: ar
(2) In the pertormance of yow ongoing
operations performetl by you or on your
bebalf.
With respect4o the insurance afforded ihese
atltli[ional msureds Fhe following atlddional
ezclusion applles�.
This insurance does not appiy to "botlilY
injury". "pmperty damage" or "personal antl
ativertising injury' arising out of the rentlering
of or Ihe faiWre to rentler any professionai
services by or for you. inclutling:
7. The preparing, apPmving, or failing to
prepare or appmve, maps. shop drawings,
opinians, reports. surveys. feld orders.
change ortlers or drawings antl
specifir.ations', or
2. Supervisory, inspection. arohitectural or
engineering activities.
This encWsion applies even d the claims
against any msuretl allege negligence or
oMer wmngdoinq in me supervisioq hiring.
empioyment, treining or monitonng ot a[hers
by Ihat insuretl. if Ihe "occurrence" which
causetl� the "hotlity in�ury" or "proDeRy
tlamage". or ��e offense which caosed Ihe
"personal and ativertisng rnjury'. involvetl !he
rentlering of or the faiWre to render any
professional services by or for you.
Permits Issued By State Or Political
Subdivisions
Any state or political subdivisioq bW only wiN
rpspect to operations pertormed 6y you or on
your behalf for whmh Ihe state or political
subdivision has issuetl a permi�.
With respect to the insurance affordetl these
atlditional msuretls. this insurance tloes not
apply to
{i) "Botl7ly mjury". "proverty tlamage" or
"personal antl ativertising :nJury' ansing
out ot operations performetl for Ihe state
or municipality�. oi
(2) "Bodily injury" a "property tlamage"
inclutled withm the "products-campleled
operations hazard"
Any Other Party
Any other person or organization who is not
an atlditional insuretl under Paragrephs a.
ehmugh e. above, but onty with respect [o
Iiabili[y for "bodily injury". "pmperty tlamage"
or "personal and advertising injur�/' causetl, io
whole or in patt, by your acts or omissions or
lhe ac[s or omissions otthose acting on your
behalt
(1� In Ne pedortnance of your ongoing
oDerations-,
HG 00 01 09 76 Page 13 of 2t
The Harford Mutual Insurance Company - Company Pmfile - BesYs Credit Rating Center Page 1 of 5
The Harford Mutual Insurance Company
AMB #: 000460 NAIC #: 1474t FEIN ik: 520424840
Domiciliary Address
200 North Main Street
Bei Air, Maryland 210143544
United States
Web: www.hartortlmutual.com
Phone: 410-838-4000,
Fax:410-838-8675�. �
AM Best Rating Unit: AMB #: 018009 - Harford Mutual Insurance Companies
Assigned to fnsurance companies that have, in our opinion, an excellent ability to F"""�°°"°'" "�'0
:BEST
meet their ongoing insurance obligations. A&��M
View adtlitional news, reports and products for this company.
Basetl on AM BesYs analysis, 000460 - Hartord Mutuai insurance Company is the AMB Ultimate
Parent antl identifies the topmost entity of the corporate structure. View a list of operating insurance
enfities in this Sfructure.
BesYs Credit Ratings
Fi�ancial Strength Rating View Definition
Rating: A (Excellent)
Affiliation Code: p (Pooled)
Financial Size Category: IX ($250 Million to $500 Million)
Outlook: Stable
Action: Affirmed
Effective Date: May 29, 2020
Initial Rating Date: June 30, 1922
http://ratings.ambestcom/SearchResults.aspx?AltSrc=9 9/28/2020
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
PURCHASE AGREEMENT FOR
ALBERT MONITORING SERVICES
This PURCHASE AGREEMENT (Agreement) by and between the Center for Internet
Security, Inc. ("CIS"), located at 31 Tech Valley Drive, East Greenbush, NY 12061-
4134, and City of Carlsbad ("Customer") with its principal place of business at: 1635
Faraday Court, Carlsbad, CA 92008 for Albert Monitoring Services, as deiined herein
below (CIS and Customer each a"Party" and collectively referred to as the "Parties").
WITNESSETH:
WHEREAS, CIS, through its Multi-State Information Sharing and Analysis Center (MS-
ISAC) has been recognized by the United States Department of Homeland Security as
the governmental ISAC and as a key Albert Monitoring resource for all iifty states, local
governments, tribal nations and United States territories ("SLTTs"); and
WHEREAS, CIS operates twenty-four hours a day, seven days per week (24/7)
Security Operations Center (SOC), as further described herein; and
WHEREAS, CIS offers fee-based Albert Monitoring Services (as defined herein) to SLTTs
and Customer desires to procure such Albert Monitoring Services, subject to the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
Parties do hereby agree as follows:
I. Definitions
A. Albert Monitoring Services. Combined Netflow and intrusion detection
system monitoring, with analysis of related data; event notiiication and
delivery; and management of associated devices, including software necessary
for service delivery. Also referred to as "Services".
B. Security Operation Center (SOC) - 24 X 7 X 365 watch and warning center
that provides network monitoring, dissemination of cyber threat warnings and
vulnerability identi�cation and mitigation recommendations.
II. Selection of Albert Monitoring Services
Subject to the terms and conditions contained herein, CIS hereby agrees to supply
Customer with the Albert Monitoring Services as requested during the term of this
Agreement, including hardware if so requested by Customer and set forth at
Append� A. Initially, CIS shall provide Customer with the Albert Monitoring
Services specifed in Append� A("Initial Albert Monitoring Services"). Additional
Albert Monitoring Services may be ordered by Customer during the Term of this
Agreement by submitting a written request to CIS; such purchases are also
subject to the terms and conditions contained in Appendix B described below, to
extent applicable. The Service Start Date of subsequent orders for Albert
Monitoring Services will be dependent upon CIS receiving sufiicient information
to begin services, but shall terminate as of the end of the applicable Term, as
speciiied in Section V below. Additional Cyber Security Services may also be
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
ordered by Customer by separate agreement with CIS.
Request for additional services should be sent to:
Center for Internet Security, Inc.
31 Tech Valley Drive
East Greenbush, NY 12061-4134
Attn: CIS Services
or email to: CIS_Services(�u,cisecurity.or�
III. Consideration, Payment Terms
A. Consideration. As consideration for the Albert Monitoring Services
requested by Customer, Customer hereby agrees to pay to CIS the costs for
one year of the Albert Monitoring Services as speciiied in Appendix A.
B. Pricin� for Subsequent Terms. At least ninety (90) days prior to the end of
any Term of this Agreement, CIS shall provide Customer with updated pricing
for Albert Monitoring Services to apply for the subsequent Term, such
increase not to exceed 105% of the price paid during the then-current Term.
Unless Customer terminates the Agreement in accordance with the provision
of Section V(A) of this Agreement, the parties agree that Appendix A will be
amended to incorporate the updated pricing for the subsequent Term.
C. Payment Terms. CIS shall invoice Customer for the Albert Monitoring
Services. Unless otherwise agreed to by the Parties in writing, Customer shall
pay CIS within 30 days of receipt of invoice.
D. Review of Network Utilization. The Parties recognize that the pricing set forth
in Append� A is based on good faith estimates of network utilization
provided to CIS by Customer. During the Term of this Agreement and any
subsequent Renewal Terms, CIS shall have the right, but not the obligation,
to review Customer's daily average network utilization to determine whether
such actual utilization meets or exceeds the utilization parameters agreed to
in Append� A. CIS shall have the right to increase the pricing set forth in
Appendix A if Customer's daily average network utilization exceeds the
utilization limit of the pricing category on which Customer's then-current
pricing is based. Such price increase shall be effective upon renewal,
subject to the terms set forth in section III(B) above.
IV. Additional Terms and Conditions
Appendix B, which is attached hereto and incorporated herein, contains
additional terms and conditions applicable to the purchase and implementation
of Albert Monitoring Services.
V. Term of this Agreement; Termination
A. Term; Renewal. This Agreement will commence on the date it is signed by
both Parties (the "Effective Date"), and Albert Monitoring Services will start as
of the date that all pre-service requirements as set forth in Append� B are
met and monitoring services are available (the "Service Start Date"). This
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
Agreement shall continue in full force and effect for a period of twelve (12)
months from the Service Start Date (the "Term"), unless otherwise earlier
terminated pursuant to the terms of this Section V. The Agreement will
automatically renew for up to two (2) additional term(s) of one year unless
either Party provides the other Party with written notice of its intent not to
renew at least s�ty (60) days prior to the end of the Term.
B. Termination. Unless otherwise specified in the additional terms and
conditions related to the particular Albert Monitoring Service, either Party
may terminate this Agreement and any Albert Monitoring Service being
provided under this Agreement by providing written notice to the other Party
thirty (30) days prior to such termination.
VI. Title, Limitation of Warranties and Liability
A. Title. CIS will at all times retain title to software provided to Customer during
the Term of this Agreement. Customer shall retain title to all hardware and/or
software purchased by Customer to provide Services under this Agreement.
The Customer shall own all right, title and interest in its data that is provided
to CIS pursuant to this Agreement. Customer hereby grants CIS a non-
exclusive, non-transferable license to access and use such data to the extent
necessary to provide Albert Monitoring Services under this Agreement.
B. LIMITATION OF LIABILITY. CIS DOES NOT ASSUME ANY RESPONSIBILITY
OR LIABILITY FOR ANY ACT OR OMISSION OR OTHER PERFORMANCE
RELATED TO THE PROVISION OF ALBERT MONITORING SERVICES OR FOR
THE ACCURACY OF THE INFORMATION PROVIDED AS PART OF THE
SERVICES. THE SERVICES ARE PROVIDED ON AN "AS-IS" BASIS,
WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.
C. Right to Subcontract. In order to facilitate its performance of the
Agreement, CIS may utilize a third-party subcontractor ("Subcontractor") to
provide any or all of the services required of it under this Agreement. Prior to
any such subcontracting, CIS shall enter into a written agreement with
Subcontractor in which Subcontractor accepts responsibility for all
obligations that would otherwise be performed by CIS in accordance with
the terms of this Agreement. Any written agreement between CIS and
Subcontractor shall ensure for the provision of confidential information to
require that Subcontractor abides by the same Confidentiality Terms
contained herein. Customer may be directed to interact and communicate
with Subcontractor at CIS' direction.
VII. Confidentiality Obligation
CIS acknowledges that certain coniidential or proprietary information may either
be provided by Customer to CIS or generated in the performance of the Albert
Monitoring Services, including without limitation: information regarding the
infrastructure and security of Customer's information systems; assessments and
plans that relate specifically and uniquely to the vulnerability of Customer's
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
information systems; the results of tests of the security of Customer's information
systems insofar as those results may reveal specific vulnerabilities; or
information otherwise marked as confidential by Customer ("Confidential
Information"). The Customer acknowledges that it may receive from CIS trade
secrets and confidential and proprietary information ("Coniidential Information").
Both Parties agree to hold each other's Confidential Information in coniidence to
the same extent and the same manner as each Party protects its own confidential
information, but in no event will less than reasonable care be provided and a
Party's information will not be released in any identifiable form without the
express written permission of such Party or as required pursuant to lawfully
authorized subpoena or similar compulsive directive or is required to be disclosed
by law, provided that the Customer shall be required to make reasonable efforts,
consistent with applicable law, to limit the scope and nature of such required
disclosure. CIS shall, however, be permitted to disclose relevant aspects of such
Confidential Information to its officers, employees and CIS's federal partners
provided that they agree to protect the Coniidential Information to the same
extent as required under this Agreement. The Parties agree to use all reasonable
steps to ensure that Confidential Information received under this Agreement is
not disclosed in violation of this Section VII. The obligations of the Parties
pursuant to this paragraph shall survive the termination of this Agreement.
Nothing in this Agreement shall prohibit CIS from using aggregated data of its
customers in any format for any purpose, provided that such data cannot be
identified to or associated with Customer.
VIII. Force Majeure
Neither Party shall be liable for performance delays or for non-performance due
to causes beyond its reasonable control.
IX. No Third Party Rights
Except as otherwise expressly stated herein, nothing in this Agreement shall
create or give to third parties any claim or right of action of any nature against
Customer or CIS.
X. Assignment
Neither Party may assign their rights and obligations under this Agreement
without the prior written approval of the other Party, which approval shall not be
unreasonably withheld, conditioned or delayed. This Agreement shall be binding
upon and inure to the benefits of each Party and their respective successors and
assigns.
XI. Notices
A. All notices permitted or required hereunder shall be in writing and shall be
transmitted either: via certified or registered United States mail, return receipt
requested; by facsimile transmission; by personal delivery; by expedited
delivery service; or by e-mail with acknowledgement of receipt of the notice.
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
Such notices shall be addressed as follows or to such different addresses as
the Parties may from time-to-time designate:
CIS
Name: CIS Services
Address: Center for Internet Security, Inc.
31 Tech Valley Drive
East Greenbush, NY 12061-4134
Phone: (518) 880-0766
E-Mail: CIS_Services(c�cisecurity.or�
Customer
Name: Hendra Gunnawan
Title: IT Security Manager
Address: 1635 Faraday Avenue
Carlsbad, CA 92008
Phone: 443.637.2911
E-Mail: hendra.qunawan(a�carlsbadca.qov
B. Any such notice shall be deemed to have been given either at the time of
personal delivery or, in the case of expedited delivery service or certified or
registered United States mail, as of the date of iirst attempted delivery at the
address and in the manner provided herein, or in the case of facsimile
transmission or email, upon receipt.
C. The Parties may, from time to time, specify any new or different contact
information as their address for purpose of receiving notice under this
Agreement by giving iifteen (15) days written notice to the other Party sent in
accordance herewith. The Parties agree to mutually designate individuals as
their respective representatives for the purposes of receiving notices under
this Agreement. Additional individuals may be designated in writing by the
Parties for purposes of implementation and administration, resolving issues
and problems and/or for dispute resolution.
XII. Governing Law and Jurisdiction
Any disputes arising in connection with this Agreement shall be governed and
interpreted by the laws of the State of California without regard to its conflict of
law provisions. Venue for any disputes arising in connection with this Agreement
will be in the state courts located in San Diego County, California.
XIII. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either
Party unless such waiver is given in writing by the other Party. No such waiver
shall be a waiver or any past or future default, breach or modiiication of any of
the terms, provision, conditions or covenants of the Agreement unless expressly
set forth in such waiver.
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
XIV. Entire Agreement; Amendments
This Agreement and the appendices attached hereto constitute the entire
understanding and agreement between the Parties with respect to the subject
matter hereof and replace and supersede all prior understandings,
communications, agreements or arrangements between the parties with respect
to this subject matter, whether oral or written. This Agreement may only be
amended as agreed to in writing by both Parties.
XV. PartialInvalidity
If any provision of this Agreement be adjudged by a court of competent
jurisdiction to be unenforceable or invalid, that provision shall be limited or
eliminated to the minimum extent necessary so that this Agreement shall
otherwise remain in full force and effect and enforceable.
XVI. Supplemental Contract Provisions
A. Subcontracting. If CIS subcontracts any of the Services, CIS will be fully
responsible to Customer for the acts and omissions of CIS's subcontractor
and of the persons either directly or indirectly employed by the
subcontractor, as CIS is for the acts and omissions of persons directly
employed by CIS. Nothing contained in this Agreement will create any
contractual relationship between any subcontractor of CIS and Customer.
CIS will be responsible for payment of subcontractors. CIS will bind every
subcontractor and every subcontractor of a subcontractor by the terms of
this Agreement applicable to CIS's work unless specifically noted to the
contrary in the subcontract and approved in writing by Customer.
B. Indemnifcation. CIS agrees to indemnify and hold harmless the Customer
and its ofiicers, of�cials, 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 CIS, 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 Customer incurs or makes to or on behalf of an injured employee
under the Customer'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.
C. Insurance. CIS 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 CIS or CIS'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
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
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.
1. Coverage and Limits. CIS 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 CIS's indemnification obligations under this Agreement. Customer, its
ofiicers, agents and employees make no representation that the limits of the insurance
specified to be carried by CIS pursuant to this Agreement are adequate to protect CIS.
If CIS believes that any required insurance coverage is inadequate, CIS will obtain
such additional insurance coverage, as CIS deems adequate, at CIS's sole expense.
The full limits available to the named insured shall also be available and applicable to
the Customer as an additional insured.
a. Commercial General Liability (CGL) Insurance. Insurance
written on an "occurrence" basis, including personal 8s advertising injury, with limits
no less than �1,000,000 per occurrence, �2,000,000 aggregate. 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.
b. Automobile Liability. (if the use of an automobile is involved
for CIS's work for Customer). �2,000,000 combined single-limit per accident for bodily
injury and property damage.
c. Workers' Compensation and Emplover's Liability. Workers'
Compensation limits as required by the California Labor Code. Workers'
Compensation will not be required if CIS has no employees and provides, to
Customer's satisfaction, a declaration stating this.
d. Professional Liabilitv. Errors and omissions liability
appropriate to CIS's profession with limits of not less than $1,000,000 per claim.
Coverage must be maintained for a period of iive years following the date of completion
of the work.
2. Additional Provisions. CIS will ensure that the policies of
insurance required under this Agreement contain, or are endorsed to contain, the
following provisions:
a. Customer will be named as an additional insured on
Commercial General Liability which shall provide primary coverage to the Customer.
b. CIS will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
c. 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 Customer sent by certified mail pursuant to the Notice
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
provisions of this Agreement.
3. Providing Certificates of Insurance and Endorsements. Prior to
Customer's execution of this Agreement, CIS will furnish certificates of insurance and
endorsements to Customer.
4. Failure to Maintain Coverage. If CIS fails to maintain any of these
insurance coverages, then Customer will have the option to declare CIS in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. CIS is responsible for any
payments made by Customer to obtain or maintain insurance and Customer may
collect these payments from CIS or deduct the amount paid from any sums due CIS
under this Agreement.
5. Submission of Insurance Policies. Customer reserves the right to
require, at any time, complete and certiiied copies of any or all required insurance
policies and endorsements.
D. Business License. CIS will obtain and maintain a City of Carlsbad
Business License for the term of the Agreement, as may be amended from time-to-
time.
E. Accounting Records. CIS will maintain complete and accurate records
with respect to costs incurred under this Agreement. All records will be clearly
identiiiable. CIS will allow a representative of Customer during normal business hours
to examine, audit, and make transcripts or copies of records and any other documents
created pursuant to this Agreement. CIS 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 iinal payment under this Agreement.
F. General Compliance with Laws. CIS will keep fully informed of federal,
state and local laws and ordinances and regulations which in any manner affect those
employed by CIS, or in any way affect the performance of the Services by CIS. CIS will
at all times observe and comply with these laws, ordinances, and regulations and will
be responsible for the compliance of CIS's services with all applicable laws, ordinances
and regulations.
CIS 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.
G. Discrimination and Harassment Prohibited. CIS will comply with all
applicable local, state and federal laws and regulations prohibiting discrimination and
harassment.
H. 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 CIS or Customer will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
both parties involved along with recommended methods of resolution, which would be
of beneiit 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.
I. Covenant Against Contingent Fees. CIS warrants that CIS has not
employed or retained any company or person, other than a bona iide employee
working for CIS, to solicit or secure this Agreement, and that CIS has not paid or
agreed to pay any company or person, other than a bona iide 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, Customer 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.
J. False Claims Act. CIS acknowledges that if a false claim is submitted to
Customer, it may be considered fraud and CIS may be subject to criminal prosecution.
CIS 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 Customer seeks to recover penalties pursuant
to the False Claims Act, it is entitled to recover its litigation costs, including attorney's
fees. CIS acknowledges that the iiling of a false claim may subject CIS to an
administrative debarment proceeding as the result of which CIS may be prevented to
act as a CIS on any public work or improvement for a period of up to five (5) years. CIS
acknowledges debarment by another jurisdiction is grounds for Customer to terminate
this Agreement.
//
��
//
//
//
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
K. Authority. The individuals executing this Agreement and the
instruments referenced in it on behalf of CIS each represent and warrant that they
have the legal power, right and actual authority to bind CIS to the terms and
conditions of this Agreement.
The foregoing has been agreed to and accepted by the authorized representatives of each
Party whose signatures appear below:
CENTER FOR INTERNET SECURITY,
INC.
By:
S�. G�{.�
(sign here)
CITY OF CARLSBAD, a municipal
corporation of the State of California
:
Steve Gold vP, Cybersecurity Solutions
(print name/title)
M.��a �af,�.v�.�.r
Maria Callander, IT Director
ATTEST:
By.o`�r S
��. .� r�.w�.�.�.. �. `Y41�`YVli.ti�n.
(sign here) BARBARA ENGLESON
,4lbert Szesnat Chief Financial officer City Clerk
(print name/title)
for
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation, Agreement must be signed by one corporate ofiicer from each
of the following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering the ofiicer(s) signing to bind the
corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY: ri�n,.l�it_ �._ �ViI. i�.p��i�n.
Assistant City Attorney
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
LIST OF APPENDICES
APPPENDIX A-Initial Albert Monitoring Services Order
APPENDIX B-Additional Terms and Conditions for Albert Monitoring Services
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
APPENDIX A
For Albert Monitoring Services:
Albert Network Monitoring Services (Recurring)
QTY SKU Description Term (yrs) Unit Cost Extended Cost
2 CIS-ALB-SM-MON-PR-Y-A CISAIbertSMMonitoringPrimary5ensor 1 10,680 $ 21,360
Subtotal $ 21,360
Albert Network Monitoring Intialization (One-Time)
QTY SKU Description One-Time UnitCost ExtendedCost
2 CIS-ALB-SM-MON-PR-O-A CISAIbertSMMonitoringPrimarySensorinitialization 1 900 $ 1,800
Subtotal $ 1,800
Albert Network Monitoring Services
RecurringServicesTotal $ 21,360
One-TimeServicesTotal $ 1,800
One-TimeServicesTotal $ -
Grand Total $ 23,160
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
APPENDIX B
ADDITIONAL TERMS AND CONDITIONS
The following terms and conditions set forth the respective responsibilities of CIS and
Customer in establishing and maintaining Albert Monitoring Services.
I. CIS Responsibilities
CIS will provide the following as part of the Albert Monitoring Services, as speciiied
below:
A. Monitoring and Event Related Services. CIS will provide the following
monitoring and event related services:
1. Specifications for the sensor(s) / server(s) to be purchased by Customer for
provision of the Albert Monitoring Services.
2. Analysis of events from monitored devices for attacks and malicious traffic.
3. Analysis of security events.
4. Correlation of security data/logs/events with information from other
sources.
5. Notification of security events per the Escalation Procedures provided by
Customer.
6. 24/7 telephone (1-866-787-4722) availability for assistance with resolution
of security events detected by the Albert Monitoring Services.
B. Device Management: CIS will be responsible for the correct functioning of
devices used as part of Albert Monitoring Services, including ensuring that all
upgrades, patches, configuration changes and signature upgrades are applied
to such devices.
C. Batch Queries: CIS will process batch queries of Netflow data upon Customer
request, with a limit of 10 queries per month per device. CIS maintains flow
records for a period of three (3) months.
II. Customer Responsibilities
A. Customer acknowledges and agrees that CIS's ability to perform the Albert
Monitoring Services is subject to Customer fuliilling certain responsibilities listed
below. Customer acknowledges and agrees that CIS shall not have any
responsibility whatsoever to perform or to continue to perform Albert Monitoring
Services in the event Customer fails to meet its responsibilities described below.
B. For purposes of this Agreement, Customer acknowledges and agrees that only
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
those security devices supported by CIS fall within the scope of this Agreement.
C. Customer shall provide the sensor(s) / server(s) to be used for Albert Monitoring
Services, using the speciiications provided by CIS, and in type and numbers as
agreed to in this Agreement. Customer shall also provide logistic support in the
form of rack space, electricity, Internet connectivity, and any other infrastructure
necessary to support communications at Customer's expense
D. Customer shall provide the following to CIS prior to the commencement of
Albert Monitoring Services and at any time during the Term of the Agreement if the
information changes:
1. Current network diagrams to facilitate analysis of security events on the
portion(s) of Customer's network being monitored. Network diagrams will need
to be revised whenever there is a substantial network change;
2. Reasonable assistance to CIS, including, but not limited to, providing all
technical information related to the Albert Monitoring Service reasonably
requested by CIS, to enable CIS to perform the Albert Monitoring Service for the
beneiit of Customer;
3. Public and Private IP address ranges including a list of servers being
monitored including the type, operating system and configuration information,
as well as a list of IP ranges and addresses that are not in use by Customer
(DarkNet space);
4. Completed Pre-Installation Questionnaires (PIQ) in the form provided by CIS.
The PIQ will need to be revised whenever there is a change that would affect
CIS's ability to provide the Cyber Device Monitoring Services;
5. A completed Escalation Procedure Form including the name, e-mail address,
and 24/7 contact information for all designated Points of Contact (POC)
6. The name, email address, and landline, mobile, and pager numbers for all
shipping, installation and security points of contact.
E. During the Term of this Agreement, Customer shall provide the following with
respect to any Device Monitoring Services:
1. Written notiiication to CIS SOC (SOC�c�cisecurity.org) at least thirty (30) days
in advance of changes in hardware or network coniiguration affecting CIS's
ability to provide Albert Monitoring Services;
2. Written notiiication to CIS SOC (SOC(cr�,cisecurity.org) at least twelve (12)
hours in advance of any scheduled downtime or other network and system
administration scheduled tasks that would affect CIS's ability to provide Albert
Monitoring Service;
3. A revised Escalation Procedure Form must be submitted when there is a
change in status for any POC.
DocuSign Envelope ID: AF818B66-A390-4BDC-AD4D-878D33465262
4. Sole responsibility for maintaining current maintenance and technical
support contracts with Customer's hardware vendors for any device affected by
Albert Monitoring Services.
5. Active involvement with CIS SOC to resolve any tickets requiring Customer
input or action; and
6. Reasonable assistance in remotely installing and troubleshooting devices
including hardware and communications.
��
ACORO"
��
CENTF6C
CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDDIYYYY)
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 HIS 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 W IVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
PRODUCER
Austin & Co., Inc.
20 Corporate Woods Blvd.
Albany, NY 12211-2366
Shawn T. Berger
518-465-3591
Shawn T. Berger
�t�: 518-465-3591
sberqer(a�austi n-co.com
518-465-3968
iNsuReo Center For Internet Security
AI Szesnat
31 Tech Valley Drive
East Greenbush, NY 12061
Chubb Group of Insurance Cos.
Hartford Insurance Group
Atlantic Specialty Ins. Co.
Westchester Fire Insurance Co.
12777
29424
27154
10030
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 POLICY EFF POLICY EXP LIMITS
A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ �,OOO,OOO
CLAIMS-MADE X OCCUR 3588-66-87 ECE 01/01/2020 01/01/2021 DAMAGETO RENTED �,p00,p00
X PREMISES Ea occurrence $
MED EXP An one erson $ ��,���
X Per Location agg PERSONAL & ADV INJURY $ �,���,���
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000
POLICY � PR� � LOC PRODUCTS - COMP/OP AGG $ 2eOOO,OOO
JECT
orHER: Emp Ben. 1,000,000
COMBINED SINGLE LIMIT �,OOO,OOO
A AUTOMOBILE LIABILITY Ea accident $
ANYAUTO 7357-37-49 01/01/2020 01/01/2021 gODILYINJURY Per erson $
OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY Per accident $
X HIRED X NON-OWNED PROPERTYDAMAGE
AUTOS ONLY AUTOS ONLY Per accident $
A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 9,000,000
EXCESS LIAB CLAIMS-MADE 7987-34-90 01/01/2020 01/01/2021 AGGREGATE $ 9,���,���
DED X RETENTION $ � OOOO
B W KERS COMPENSATION X PER OTH-
AND EMPLOYERS' LIABILITY STATUTE ER
ANYPROPRIETOR/PARTNER/EXECUTIVE � O'IWBCACOO'IH 01/01/2020 O'I/O'I/2OZ'I E.L.EACHACCIDENT $ �,OOO,OOO
OFFICER/MEMBER EXCLUDED? N � A
(Mandatory in NH) E.L. DISEASE- EA EMPLOYEE $ �,���,���
Ifyes, describe under �,pQp,pQp
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT
C E&O/Cyber 760-01-05-47-0000 01/01/2020 01/01/2021 E&O/Cyber 10,000,000
p Excess E&O G71478087001 01/01/2020 01/01/2021 ExcessE&O 10,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Per PolicyTerms, Conditions, and Exclusions. City of Carlsbad is included
as an Additional Insured on the General Liability Policy, on a primar�r and
non-contributory basis, but only with respect to the Named Insured s
Purchase Agreement for Albert Monitoring Services, if required by
written contract.
City of Carlsbad
1635 Faraday Court
Carlsbad, CA 92008
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE W LL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
iiG� / � �
7-n-�.c_l' .� '�.�—�.c L2, ._--_
ACORD 25 (2016/03) O 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
AGREEMENT BETWEEN
THE CITY OF CARLSBAD AND
COASTAL LIFESTYLE, INC. DBA BASKIN ROBBINS
FOR COMMERCIAL FOOD SERVICES
AT TGIF CONCERTS IN THE PARKS
1.0 PARTIES
THIS AGREEMENT ("AGREEMENT"), dated O��/ U'"�� U"� I" ("Effective Date") is
made and entered into between the CITY of Carlsbad, a California Municipal Corporation, hereinafter
referred to as the "CITY" and Costal Lifestyles, Inc. dba Baskin Robbins, a corporation, hereinafter
referred to as the "VENDOR."
2.0 RECITALS
WHEREAS, the CITY is the presenter of the TGIF Concerts in the Parks program and holds fee
title to portions of real property on which the concerts are performed; and
WHEREAS, the CITY provides TGIF Concerts in the Parks, a special event series, and all related
activities and services to MORE THAN 36,000 patrons annually; and
WHEREAS, the site of TGIF Concerts in the Parks includes approximately 1,000 square feet of
space (the "Premises") located adjacent to patrons attending the events and the CITY exercises control
over the same Premises designed to be utilized for purposes compatible with, and supportive of, the
mission of special events offered for the enjoyment of the public; and
WHEREAS, subject to certain terms and conditions, the CITY desires to allow the use of the
Premises by VENDOR for the sale of food items and beverages during TGIF Concerts in the Parks events.
NOW, THEREFORE, for good and valuable consideration, the CITY and VENDOR enter into this
AGREEMENT for use of the Premises subject to the following terms and conditions.
3.0 TERMS
3.1 Authorization for Use. Subject to the terms and conditions set forth below, CITY authorizes
VENDOR non-exclusive use ofthe Premises during hours of operation, as defined in Section 3.3 below. A
Scope of Work is attached hereto as Exhibit A and incorporated herein by this reference.
3.2. Term. The term of this AGREEMENT shall be from the beginning of the TGIF Concerts in the
Parks 2016 season on June 24, 2016 and ending on August 19, 2016.
3.3 Hours of Operation. The CITY shall allow the VENDOR use of the Premises for a period of five
(5) hours, from 4:00 p.m. until 9:00 p.m., on the dates of 2016 TGIF Concerts in the Parks events. These
dates are the nine (9) consecutive Fridays from June 24, 2016 through August 19, 2016. The VENDOR
shall remove all related equipment, materials and vehicles belonging to VENDOR by 9:00 p.m. on these
dates. The TGIF Concerts Schedule is attached hereto as Exhibit B and incorporated herein.
4.0 AGREEMENT CONSIDERATION
VENDOR shall report each concert date's gross sales to the TGIF Manager at the close of operations at
each concert. VENDOR shall pay the CITY a fee in the amount of ten percent (10%) of gross sales
receipts. Payments shall be made in accordance with the following payment schedule:
Payment #1: July 15, 2016 for Concerts 1 through 3;
Payment #2: Aug. 5, 2016 for Concerts 4 through 6;
Payment #3: Aug. 26, 2016 for Concerts 7 through 9.
5.0 OBLIGATIONS
5.1 Obli�ations of the CITY
5.1.1The CITY shall maintain the Premises, including grounds and access ways on the Premises
to the VENDOR's site of operation.
5.1.2 The CITY shall provide access to the onsite trash receptacles and recycle receptacles. The
CITY shall provide removal service of trash and recycle materials.
5.2 Obli�ations of the VENDOR
5.2.1The VENDOR shall provide mobile food services to the general public as submitted in its
proposal of food and beverage menu and prices for the 2016 TGIF Concerts in the Parks. A copy of the
menu and prices is attached hereto as Exhibit C and incorporated herein.
5.2.2 VENDOR agrees to maintain the hours as set forth in Section 3.3. that best serve the
community at TGIF Concerts in the Parks events during the period of use of the Premises set forth in this
AGREEMENT.
5.2.3 VENDOR shall provide CITY with a copy of the Articles of Incorporation if vendor is a
corporation, or any other document deemed by CITY to be valid proof the signatory(s) of the
AGREEMENT have the legal authority to contractually bind VENDOR.
6.0 COMPLIANCE
VENDOR shall comply with all federal, state, county and local laws, statues, ordinances, rules and
regulations and the orders and decrees of any courts or administrative bodies in any manner affecting
performances of activities conducted on the Premises. VENDOR shall display in a prominent location of
his/her food truck or booth all required permits and licenses.
7.0 ASSIGNMENT OF AGREEMENT/NON-POSSESSORY INTEREST
7.1 Assignment of AGREEMENT. VENDOR shall not assign this AGREEMENT or any part
thereof without the prior written consent of the CITY.
7.2 Non-Possessory Interest. VENDOR shall have no permanent or possessory interest in the
Premises based upon this AGREEMENT.
8.0 ASSUMPTION OF RISKS
VENDOR assumes all loss or damage to VENDOR's property within the Premises, except damage or
loss through the sole negligence or intentional misconduct of the CITY. The CITY shall not be liable to
VENDOR, or those claiming through the CITY, for injury, death, or property damage occurring at the
Premises and arising out of the conduct of VENDOR.
9.0 INDEMNIFICATION
VENDOR agrees to indemnify, defend, and hold the CITY and CITY's elected officials, officers,
employees and agents harmless from and against any and all claims, demands, causes of action, losses,
damages, and costs, including all costs of arising out of, or in any manner connected directly or indirectly
with any actions or omissions or operations of VENDOR or the VENDOR's agents, employees,
contractors, officials, officers, patrons, invitees or representatives on the Premises. With respect to the
indemnity and hold harmless provisions of this section, VENDOR shall, upon demand and at its own
expense, defend the CITY and its officials, officers, employees and agents, with legal counsel acceptable
to the CITY, from and against any and all claims, demands, causes of action, losses, damages, and costs.
10.0 INSURANCE
10.1 VENDOR shall obtain, and during the term of this AGREEMENT shall maintain policies of
general liability and property damage insurance (for structure and contents) from an insurance company
authorized to do business in the State of California, in an amount not less than one million dollars
($1,000,000), for each occurrence in a form satisfactory to the CITY's Risk Manager. The insurance policy
shall provide that the policies shall not be cancelled, terminated, or allowed to expire without thirty (30)
day prior written notice to the CITY from the insurance company. VENDOR shall provide certificate of
insurance and additional insured endorsement for insurance required pursuant to this section to the
satisfaction of the CITY no later than the Effective Date of this AGREEMENT. The CITY shall be named as
additionally insured by endorsement on these policies and provided proof of insurance by way of a
certificate of insurance with additional insurance endorsement.
10.2 VENDOR shall procure a policy of Worker's Compensation Insurance as required by Labor
Code of the State of California, if VENDOR has employees. If VENDOR has no employees, Vendor shall
submit the appropriate waiver form from the CITY.
11.0 TERMINATION
11.1 If VENDOR is in default in the performance of this AGREEMENT or materially breaches any
of its provisions, the CITY at its sole option may terminate this AGREEMENT by giving written notice to
VENDOR. On receipt of said notice, VENDOR shall cease immediately all sale operations taking place on
the Premises under the Terms of this AGREEMENT.
11.2 If the CITY defaults in the performance of the AGREEMENT, or materially breaches any of
its provisions, VENDOR at its sole option may terminate this AGREEMENT by giving written notice to the
CITY.
11.3 Either party may terminate this AGREEMENT, for convenience, without cause, upon sixty
(60) days prior written notice to the other party.
12.0 ENTIRE AGREEMENT
This writing constitutes the entire AGREEMENT between the parties relating to the terms and
conditions hereunder. No modification of this AGREEMENT shall be effective unless and until such
modification is evidenced in writing and signed by all parties.
13.0 GOVERNING LAW: VENUE
The existence, validity, construction, operation and effect of this AGREEMENT shall be determined
in accordance with laws of the State of California. Venue shall be established in the County of San Diego
in the event of a dispute between parties.
14.0 NOTICES
Notices and requests to CITY or VENDOR shall be delivered at the following address served upon
CITY or VENDOR or any person hereafter authorized to either in writing and may be delivered personally
or by U.S. Postal Service or other delivery services.
CITY: Library & Cultural Arts Director
City of Carlsbad
1775 Dove Lane
Carlsbad CA 92011
CITY Contact: Heather Pizzuto
Phone: 760-434-2011
FAX: 760-602-7942
Email: Heather.Pizzuto@carlsbadca.�ov
VENDOR: Coastal Lifestyle, Inc. dba Baskin Robbins
2540 EI Camino Real, Suite D
Carlsbad, CA 92008
VENDOR Owner: Candace Matsurra
15.0 AUTHORITY
The individual on his/her own behalf or the representative for each party signing on behalf of a
corporation, partnership, joint venture or governmental entity hereby declares that authority has been
obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to hold
the other party or parties hereto harmless if it is later determined that such authority does not exist.
VENDOR:
�� � � � �.� 5 2 7 � �
V s signat Date
Name printed: NDACE MATSURRA, Owner/President
Address: 2540 EI Camino Real
CITY:
Carlsbad, CA 92008
Email: candacematsuura@yahoo.com
Phone: (c): 760-720-5477
Fax• N/A^-,
� �'�' ``'f�1 7,,� � �'
i;
Vendor's signature Date
Name printed: Aloysius J Brick, Owner/Vice President
Approved as to Form:
CELIA A. BREWER, CITY Attorney
�
/
By:
Sr. Assistant CITY Attorney
���;�u.v �����'�v �lz�/��
Library & Cultural Arts Director Date
HEATHER P12ZUT0
City of Carlsbad, 1775 Dove Lane
Carlsbad CA 92011
Email: heather.pizzuto�•�carlsbadca�o_v
Phone (w) 760-602-2011
Fax: 760-602-7942 Cell: N/A
ATTEST:
By:
Clerk
ENGLESON
�
PLE
NOTARY ATTA��I�ll+ T.
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
r,�,�=c�,�,�-,r,�r,�,�,�r.�:r,Fr.�,� r,�,�;r,�,rc�,�-crn,E-e�,rn,rc�,�-o,�r�,�,�r,ro-k=c.re�.�cr.�-_r,�e,�r,�-rm,�:c.�:F,�o.�.r.rekr,�.r,�-r,�-e�.�-c,�:rz
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
County of <S�f� A1� � 1��' f--' )
On 1"► r+ y ? • .
�, ,.� � I�= before me, 6� r� }i 1` 'r�i f� � C r/ /��lt�F-�=1�� . It� Cv �,� y%�(-�( i�.
Date Here Insert Name and Tit/e of the Officer
personally appeared /� Z � �' � � L ? �
C
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person� whose name(s�'are
subscribed to the within instrument and acknowledged to me tha�she%t�ay executed the same in
�hl,sYherf#I�ir authorized capacity(i�s�, and that byCliis�'herltheir signature(sj on the instrument the person�sj;
or the entity upon behalf of which the person(s}acted, executed the instrument.
�*at:e �t,+c?:x�a��.�t, �..,u_ :� ,.
� �' �'� �� r� ia� sE�,�. �
� � ' �+ '� ^KAR� ^< RUCH.A �.L�FAU �,
��_��� ,,�w�q;,'`���F\f�Y r= ;B' !l: CHI li-(7f;NIA��;�
�'. CUNiM ti0 �?034?�38 `''
� ���'� SAN OIEUO COiJNIY
�`•'`. • ,• MYCOP�1P�f. EXP. �CT, 2. 20iB
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Signature � � -� 6,,d /t_+�..e�.t�.,��� +.S_�'�:.�
Signature of Notary Public
Place Notary Sea/ Above
OPT/ONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended documenf.
Description of Attached Document
Title or Type of Document:
Document Date:
Signer(s) Other Than Named Above:
Number of Pages:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
'_ ' Corporate Officer — Title(s):
�r= Partner — � Limited ❑ General
'-7 Individual � Attorney in Fact
i: Trustee '� Guardian or Conservator
I� Other:
Signer Is Representing:
Signer's Name:
J Corporate Officer — Title(s):
-J Partner — ❑ Limited ❑ General
� Individual �'� Attorney in Fact
�l Trustee �I Guardian or Conservator
'� ' Other:
Signer Is Representing:
02015 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907
EXHIBIT "A"
SCOPE OF SERVICES
TGIF FOOD VENDOR SCOPE OF WORK
CITY shall provide food service access restricted to selected food vendors at nine TGIF
Concerts in the Parks 2016 (TGIF) for the purpose of providing concertgoers with onsite
commercial food service; dates of services are as presented in Exhibit B, TGIF Concerts in the
Parks Schedule.
Coastal Lifestyle, Inc. dba Baskin Robbins, VENDOR, shall conduct a commercial food service
business at all nine TGIF Concerts in the Parks as presented in Exhibit B. Food service will
consist of a menu of items and prices as negotiated with the CITY and presented in Exhibit C,
Menu & Price List.
Vendor shall operate for all nine Friday evening TGIF concert dates from June 24 through
August 19, 2016 at each concert's specific location. VENDOR shall use the site specifically
designated for VENDOR at each concert location.
VENDOR shall operate the commercial food service business from a self-contained truck,
trailer, cart or mobile booth provided by the VENDOR. VENDOR is responsible for all food
service staffing needs to support sales and distribution. VENDOR is responsible for all
operational costs, including, but not limited to, inventory costs, sale/delivery of products, labor,
paper products, cleaning supplies, permits and additional miscellaneous expenses. VENDOR
shall have self-sufficient means of power and water adequate to any on-site food preparation
requirements. VENDOR shall not dispose of any grease, oil or other materials related to food
service on any city property.
The CITY shall allow the VENDOR use of the Premises for a period of five (5) hours, from 4:00
p.m. until 9:00 p.m., on the dates of the 2016 TGIF Concerts in the Parks events. VENDOR
shall begin sales operations no later than 5:30 p.m. and will cease service at 8:00 p.m.
VENDOR shall vacate concert premises by 9:00 p.m.
VENDOR shall maintain and conduct all requirements with regard to all taxes, licenses,
insurance and fees applicable for food service operations in the City of Carlsbad. VENDOR
shall obtain and display all health permits and certifications applicable to food service operations
as required by the San Diego County Department of Environmental Health. VENDOR shall
adhere to all additional regulations regarding mobile food service operations required by the
San Diego County Department of Environmental Health.
CITY shall provide VENDOR with trash and recycling receptacles and services during each
TG I F event.
EXHIBIT "B"
TGIF CONCERTS IN THE PARKS 2016
STAGECOACH COMMUNITY PARK
3420 Camino de los Coches, Carlsbad, CA 92009
Event Dates: June 24
July 1
ALGA NORTE COMMUNITY PARK
6565 Alicante Road, Carlsbad CA 92009
Event Dates: July 8
July 15
POINSETTIA COMMUNITY PARK
6600 Hidden Vailey Road, Carlsbad, CA 92011
Event Dates: July 22
July 29
August 5
CALAVERA HILLS COMMUNITY PARK
2997 Glasgow Drive, Carlsbad, CA 92010
Event Dates: August 12
August 19
EXHIBIT "C"
MENU AND PRICES, COASTAL LIFESTYLES. INC. DBA BASKIN ROBBINS
��:
��,. �;�
, �*�'
z�����
i.f W'
PRIf,E LIST
IN STORF PRICE5:
SINGLf SCOOP SUNDAE
TGIF Cl1TERiNG PRICES.
SINGLE SCOOP SUND�E
PRE-SCOOPED ICE' CREAM CUPS. 4 VARITIES OF FLAVORS.
54.49
$S.00JPFR
(INCLUDES CUP, SPOON, NAPKIN AND UP TO 2 WET OR DRY TOPPINGS, WHIP CRCAM, NUTS
AND CHERRY MAD[ ON LOCATI�N P[R CUSTOM[R'S WISHES)
"SALES TRANSACTIONS WILL TAKE PLACE UNDER 1UX10 BASKIN ROBBINS T[NTJWITH
Tl1E3LCS(SUPPII[S -/1LL SELF CONTAINED AS NOT TO DISRUPT TRAfFIC FLOW OR OTHER
VENDORS.
"BASKIN ROBBINS STAff WILL BE ON SITE TO SERVE CUSTOMFRS Of TGI� CONCERTS IN THE
PAKK FROM SET UP (330PM MIN.) TO AFTER EVENT CLEAN l/P TIMES (S:30PM).
AGREEMENT BETWEEN THE CITY OF CARLSBAD AND
COMMUNITY RESOURCE CENTER FOR
FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS
�THIS AGREEMENT ("Agreement") made and entered into as of this �,3 �'�-ctay of
L�,�,cJ' 20� by and between the CITY OF CARLSBAD ("City") and
COMMUNIT RESOURCE CENTER, a non-profit corporation ("Subrecipient").
RECITALS
WHEREAS, the City has applied for and received funds from the United States
Government under Title I of the Housing and Community Development Act of 1974, Public Law
93-383 as amended to fund eligible activities which benefit persons of low and moderate income
under Catalog of Federal Domestic Assistance number 14.218; and,
WHEREAS, the City wishes to provide assistance to non-profit public service providers
who offer services for lower income Carlsbad residents; and,
WHEREAS, the Subrecipient can provide these basic services for lower income
households with some assistance from the City; and,
WHEREAS, the City has determined that the services offered by Meals on Wheels are
exempt from environmental review under 24 CFR Section 5834(a)(4); and,
WHEREAS, the U.S. Department of Housing and Urban Development has approved the
City's Annual Consolidated Plan for Community Development Block Grant funds (hereinafter
referred to as the "Annual Consolidated Plan").
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Subrecipient agree as follows:
1. STATEMENT OF WORK
The City has allocated federal community development block grant ("CDBG'') funds, in the
amount of nine thousand eight hundred ninety six dollars ($9,896) to the Subrecipient for
provision of services through their offices located at 650 Second Street Encinitas, CA 92024 for
the period beginning July 1, 2017 and ending June 30, 2018. The Subrecipient agrees to use all
federal funds provided by the City to the Subrecipient pursuant to the provisions of this
Agreement, the Scope of Work, attached hereto as Exhibit ``A", and in accordance with the terms
of the Annual Consolidated Plan.
Every effort shall be made by the Subrecipient to expend the allocated funds in their entirety by
June 20, 2018. If the Subrecipient will be unable to eXpend all of the funds allocated to the
project by the noted date, the Subrecipient shall request an extension from the City for continued
use of the funds on the approved project based on progress made by the Subrecipient towards
Ca os/25/2o i 6
completing the subject project. The City may agree to grant the extension or notify the
Subrecipient that, in its sole discretion, the funds must be reallocated to another eligible activity
due to slow project progress.
2. DISBURSEMENT OF FUNDS
The City shall reimburse the Subrecipient with CDBG funds for necessary and reasonable
costs related to the provision of services for eligible residents of Carlsbad for the term of this
Agreement. The reimbursements for costs shall not exceed a total of $9,896. However, no
more than 90 percent of the total agreed upon compensation will be paid during the performance
of this Agreement. The balance due (remaining 10 percent) shall be paid upon final certification
by the City that Subrecipient has administered the services and activities in compliance with all
applicable Federal, state, and local rules and regulations governing these funds, and in a manner
satisfactory to the City.
Payment for eligible eXpenses shall be made in accordance with budget information provided in
Exhibit "B" and in accordance with performance. Subrecipient represents that the budbet
includes only allowable costs and an accurate analysis of costs applicable to the CDBG funds
pursuant to 24 CFR Section 570.502.
Subrecipient shall submit a"Request for Reimbursement" to the City for compensation of
eligible and actual expenses incurred. The City shall not provide any payments/reimbursements
in advance of actual expenditures by the Subrecipient. Subrecipient may request reimbursements
anytime after this Agreement is approved by the City Council and continue until the expiration
date, or amended expiration date, of this Agreement.
Each request for reimbursement shall include documentation to verify expenditure of funds are
consistent with this Agreement, the Statement of Work, the Annual Consolidated Plan, and with
all applicable Federal, state, and local rules and regulations governing these funds. Payroll
records, receipts, paid invoices including an itemized statement of all costs are samples of
appropriate methods of reimbursement documentation.
3. PROGRAM INCOME
The Subrecipient shall report, to the City, any interest, or other income, earned as a direct result
of the use of federal CDBG funds for the program outlined within this Agreement. All reported
program income may be retained by the Subrecipient for costs related to the subject program
activities. However, the program income, retained by the Subrecipient, must be expended before
additional funds are requested from the City. The requirements are set forth in 24 CFR Section
570.504 which is incorporated herein by reference.
4. LABOR, MATERIALS AND SUPPLIES:
The Subrecipient shall furnish all labor, materials and services and bear all expenses necessary to
provide the subject program as outlined in this agreement. Under this Agreement, the City's only
�
CA OS/25/2016
financial obligation to the Subrecipient is to provide the CDBG funds of $9,896 maximum as
allocated by the City Council for program year 2017-2018.
5. RECORDS AND REPORTS
The Subrecipient shall maintain all records required by the Federal regulations specified in 24
CFR Section 570.506 that are pertinent to the activities to be funded under this Agreement. Such
records shall include but not be limited to:
a. Records providing a full description of each activity undertaken;
b. Records demonstrating each activity undertaken meets one of the National Objectives
of the CDBG program;
c. Records required to determine the eligibility of activities;
d. Records demonstrating compliance with 24 CFR Section 570.505 regarding change of
use of real property acquired or improved with CDBG assistance;
e. Records demonstrating compliance with the requirements in 24 CFR Section 570.606
regarding acquisition, displacement, relocation, and replacement housing;
f. Records documenting compliance with the fair housing and equal opportunity
components of the CDBG program;
g. Documentation of all CDBG funds received from the City, eligible expenses incurred
for administration of each activity, and other financial records as required by 24 CFR
Section 570.502, and OMB (the United States Office of Management and Budget)
Circular A-110; and,
Any other related records as the City shall require to demonstrate compliance with
applicable Federal, state, and local rules and regulations governing these funds.
The Subrecipient shall submit quarterly "Progress Reports" within ten (10) calendar days of the
end of each quarter for the full term of this Agreement. The final progress report is due no later
than June 20, 2018. The report must include sufficient information to assist the City in
monitoring the Subrecipient's performance. The Subrecipient must demonstrate satisfactory
performance prior to reimbursement for expenditures.
At a minimum, the performance reports shall include the following information:
a. Total number of persons/households participating in the program during reported
period;
b. Total number of participants from Carlsbad;
c. Number of low/moderate income Carlsbad persons/households participating in the
program during the reporting period;
d. Age and ethnic background of Carlsbad participants; and,
e. Summary of program(s) provided to Carlsbad participants.
f. Quarterly reports must be submitted by the following: October ]0, January 10,
April 10, and June 20.
The Subrecipient shall maintain client data demonstrating client eligibility for services provided.
CA OS/25/2016
Such data shall include at the minimum client name, address, ethnicity, income level or other
basis for determining e(igibility, and a description of the service provided. This data shall assist
the Subrecipient in completing the required quarterly progress reports to be submitted to the City.
The Subrecipient shall maintain separate accounting records for the federal CDBG funds
provided by the City. The City, Federal Grantor Agency, Comptroller General of the United
States, or any of their duly-authorized representatives shall have access to all books, documents,
papers and records maintained by the Subrecipient which directly pertain to the above project for
the purpose of audit, examination, excerpts and transcriptions.
Unless otherwise notified by the City, the Subrecipient shall retain all financial records,
supporting documents and statistical reports related to the project identified under this
Agreement for a period of five (5) years after the termination of all activities funded under this
Agreement. All records subject to litigation, claims, audit findings, negotiations, or other actions
must be retained for five (5) years from the date such action commenced or until completion of
the action and resolution of all issues by the appropriate officials and verified by official written
notice to the Subrecipient, whichever occurs later. .
[f the Subrecipient shall receive more than $750,000 in total federal funds in one fiscal year
from the City of Carlsbad and/or any other city or agency, the Subrecipient is required to submit
a Single Audit Report. As required by the Federal Single Audit Act, the Subrecipient shall be
required to submit, to the City, a comprehensive financial audit prepared by an independent,
neutral third-party auditor. The audit shall cover financial operations of the Subrecipient for the
term of this Agreement and is due not later than one year after expiration of the agreement. The
Subrecipient shall also be required to submit a second audit for the following period covered
under the fiscal year beginning July l, 2016 and ending June 30, 2017 for any funds received in
fiscal year 2016-2017 per this Agreement.
6. PROGRAM REQUIREMENTS
The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal
Regulations, Part 570 (the Housing and Urban Development regulations concerning Community
Development Block Grants). The Subrecipient also agrees to adhere to the terms of the City's
CDBG Application and Subrecipient Agreement on file at the Housing and Redevelopment
Department and with assurances and agreements made, by the City to the United States
Department of Housing and Urban Development of which the Subrecipient is given notice.
The Subrecipient shall comply with applicable Uniform Administrative Requirements as
described in 24 CFR Section 570.502, the federal regulations for the CDBG Program; the federal
requirements are set forth, and incorporated by reference herein, as a provision of this
Agreement.
The Subrecipient shall carry out all activities in compliance with all Federal laws and regulations
as described in Subpart K of the CDBG Program Regulations, such as affirmatively furthering
fair housing, labor standards (Davis Bacon Act), displacement, relocation and acquisition, and
4
CA OS/25/2016
attributable to expenditures of non-CDBG funds for acquisition, or improvement
to, the property. Reimbursement is not required after the period of time specified
in paragraph (a) of this section.
11. HOLD HARMLESS AGREEMENT
The City, its officers, and employees shall not be liable for any claims, liabilities, penalties, fines,
or any damage to goods, or real or personal property of any person whatsoever, nor for personal
injuries or death caused by, or claimed to have been caused by, or resulting from, any intentional
or negligent acts, errors or omission of Subrecipient or Subrecipient's agents, employees, or
representatives arising directly or indirectly out of performance of the project outlined in this
Agreement.
Subrecipient agrees to defend, indemnify, and hold free and harmless the City, its officers,
employees and agents against any of the foregoing liabilities or claims of any kind and any cost
or expenses incurred by the City including attorneys' fees, on account of any of the foregoing
liabilities, including liabilities or claims arising out of alleged defects in any plans or
specifications for the project or facility.
12. ASSIGNMENT OF AGREEMENT
The Subrecipient shall not assign this Agreement or any monies due thereunder without the prior
written consent of the City Council.
13. SUCCESSORS OR ASSIGNS
Subject to the provisions of this Subrecipient Agreement Paragraph 11, "Hold Harmless
Agreement," all terms, conditions, and provisions hereof shall inure to and shall bind each of the
parties hereto, and each of their respective heirs, executors, administrators, successors, and
assigns.
14. INSURANCE
If the Subrecipient shall receive more than $5,000 from the City in CDBG funds and/or other
funds, the Subrecipient shall obtain and maintain policies of Commercial General Liability
insurance and a combined policy of worker's compensation and employers liability insurance in
an insurable amount of not less than one million dollars ($1,000,000) each, unless a lower
amount is approved by the Risk Manager or the City Manager. The insurance will be obtained
from an insurance carrier admitted and authorized to do business in the State of California. The
insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII" or have
a surplus line insurer which is on the State of California's List of Eligible Surplus Line Insurers
with a current Best's Key Rating of not less than "A:X"'. The City shall be named as an
additional insured on the Commercial General Liability Policy which shall provide primary
coverage to the City.
�
CA OS/25/2016
This insurance shall be in force during the term of this Agreement and shall not be canceled or
materially changed without ten (10) days prior written notice to the City sent by certified mail.
The Subrecipient shall furnish certificates of insurance and required endorsements to the Housing
and Neighborhood Services Director before commencement of work.
SUBRECIPIENT:
Communi� ReSOvrCe ��nfi�r
(Name of S brecipi nt)
By:
(si ere, P ESIDENT)
Dated: ( �'� {' � �
By: �
(sign •e, CFO)
Uated: � �5 ���
CITY OF CARLSBAD:
By:
Matt all, Mayor
Dated: �' ������ '�
ATTEST: -
'��l ' L ��2t,�/
� �_i►rYY:� D� / i�' C �
BARBARA ENGLESON �-`�
City Clerk
Dated: � �:���� �
(Proper notarial acknowledgment of execution by Subrecipient must be attached.
Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant
treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified
by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to
bind the corporation.)
APPROVED AS TO FORM:
Celia A. Brewer, City Attorney
By:��. r
� ,�
Ron Kemp, Assistant City A rney
Dated: �1`,� �'!,�'�$
See Attached
CA Notary Document
7
CA OS/25/2016
CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of
the individual who signed the document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
State of California )
County of ,�evrt ���-�s.o� )
On /V� /,� J�e�fore me, /YI/�iV%� Gv �IiV a�u IZ c ,
. (here insert na e and title of the officer)
personallyappeared �d�/�� ��
0
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature ��� `���—�"�
�-
(Seal)
Optional Information
Although the 'mformation in this section Is not required by law, it could prevent fraudulent removal and reatTachment of this acknowledgment to an
unauthorized document and may prove useful to persons relying on the attached document.
Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a document
titled/for the purpose of
containing pages, and dated
The signer(s) capacity or authority is/are as:
'�, Individual(s)
_', Attorney in Fact
�_ ; Corporate Officer(s)
�� �; Guardian/Conservator
I Partner Limited/General
�� I�rustee(s)
, ' Other:
relpresentinq:
r�irle(s)
�Nam� -�� of Pcrsor-(s) or Entl[v(iet) Signe� is Represen[ing
AMANDA wYNN
o COMM. �k2126653 z
� Notary Public • CaNtornia �
z San Dieqo County °
Comm. . 14, 2019
r�>�. ��1�':ry � �� � �, �rw: �' sz�....���� �,�a��,a :�
• 51'�+^ ..ac� ,�3 »., n .. a.r�s.4.� �.. ., '"4 �a.: � °�.
�, Method of Signer ldentification
� Proved to me on the basis of satisfactory evidence:
� form(s) of identlfication ` credlble wl[ness(es)
��� Notarial event is detailed in notaryjournal on: ��
Page # Entry #
Notary contact: I
Other I
�'� ] Additional Signer(s) �_ �', Stgner(s) Thumbprinr(s) �
❑
-- �opyr�iyY t JCI�2li15 Notary Ro[ary, Inc PO Box a1400, Des Mo'mes, IA 50311-OSOZ All 3ights Reserved. Item Nurober 101 //L. Ptease contac? yocr Au[hori ed Re�eller to pw�has� r�p��Ps o( thls'rnn,
CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of
the individual who signed the document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
State of California )
County of � �/�P )
On �✓ �� "��IS�fore me, /'!'I4ill�a Gt� Nit/ e�4�2 ,
(here �msert na e and tltle of ihe officer)
personally appeared ��.u.�.�-��-- /,�� �->
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and correct. � AMANDA �NN
COMM. *2126653 z
Z Notary Public � CaNtomia o
San Diaqo Counly
WITNESS my hand and official seal. Comm. .14,2019
Signature pyyt�i� `Z�/
(Seal)
Optiona) Information
Although the information in this section is not requlred by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an
unauthorized document and may prove useful to persons relying on the attached document.
Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a document
titled/for the purpose of
containing pages, and dated
The signer(s) capacity or authority is/are as:
_ Individual(s)
;�, Attorney-in-Fact
� Corporate Officer(s)
ritle(s)
� Guardian/Conservator
� Partner-Limited/General
� .'���� Trustee(s)
Other:
___ _
representing:
Name(s'r of Person s) or Fntl:v cs, S�qner Is Representiny
Method of Signer ldentification
Proved to me on the basis of satlsfactory evidence:
j form(s) of IdenUficatlon .; credlble wlmess(es)
Notarial event is detailed in notaryjournal on:
Page # Entry #
Notary contact
Other
� �,� AddltionalSlgner(s) �� Signcr(s)Thumbpnnt(s)
�JJ
Copyrlaht 200?-70. � Nc;ary Rotary, Inc. PO Box 41400, Des Mo�ines, IA 50311-OSOZ All ��lghts Rescrved- Item Number �0 �12. Please con[act your A��hoo«_�i Reseher [� �urcha� oples oF Uii, �.v�r.
EXHIBIT "A"
CITY OF CARLSBAD
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
SCOPE OF WORK
Contract Term: July 1, 2017 to June 30, 2018
Subrecipient Name: Community Resource Center
Address: 650 Second Street, Encinitas, CA 92024
Project Description: Homeless prevention and intervention program
Project Goals & Objectives: (Please Attach Additional Sheets As Necessary.)
1. CDBG funds will be used to fund the following activities in compliance with the project
description outlined and in conformance with the Federal regulations for the CDBG program:
(Please specify if CDBG funds will be used to fund costs associated with sta�ng, rent.r,
utilities, supplies, etc.)
Funds will be used to offset staffing costs to operate the Homeless Prevention and
Intervention Program.
2. Project objectives to be accomplished during the contract period: (Please describe the
specifi.c services or activities to be provided to low/moderate income Carlsbad residents with
the CDBG funds awarded. If applicable, please provide a target objective for the nunzber of
persons/households to benefit fi•om the Subrecipient's services/project.)
The primary objective of this program is to provide services (both in English and Spanish),
which decrease the potential for homelessness and hunger amongst Carlsbad residents.
Additional objectives include: meeting the basic needs of low-income persons which results
in the development of personal productivity and self-sufficiency, alleviating emotional and/or
psychological stress and decreasing the prevalence of inental health problems experienced by
Carlsbad residents.
3. Project objectives performance measures:
a. Provide quarterly performance reports to the City of Carlsbad, Housing and
Neighborhood Services Department on the CDBG Quarterly Performance Report form as
provided.
b. Maintain records, invoices, and relevant statistics supporting the quarterly reports.
c. Provide a tinal performance report, including an evaluation report of the program's
success in meeting established goals, to the City of Carlsbad Housing and Neighborhood
CA 8/13/2012
Services Department within 10 days of termination of the contract date on the CDBG
Annual Performance Report form as provided.
Provide notification to the City of any audits or investigations including results, findings,
and/or liens.
CA 8/13/2012
EXHIBIT "B"
CITY OF CARLSBAD
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
BUDGET
Contract Term: July 1, 2017 to June 30, 2018
Subrecipient Name: Community Resource Center
Address: 650 Second Street, Encinitas, CA 92024
Project Description: Homeless prevention and intervention program
Cost Breakdown: All funds will be used to offset staffing costs to operate the homeless
prevention and intervention program.
CA 8/13/2012
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:
� • ���5
1�26
(Date)
(Name and Department)
Proposed modification(s) to the I��YYli11lIXGtGeX requirement(s) for ` P,+�'
(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)
�Si�nificance 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. [explainJ
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 applicableJ
�Contract Amount/Term of Contract: $� �(� . Work will be completed over a period of
❑Professional Liability coverage is not available to this contractor or would increase the cost of the contract by
$ [explainJ.
Other (e.�. explain wh�posures are minimal, how exposures are covered in another policy, exposure
control mechanisms, and any other information pertinent to your request):
_ , ���,��i��/ ""
Approved by Risk Mana�er for this contract only:
(Signature)
H:\WORDUnsuranceWdmin Order #68.doc
r-I�'!�
(Date)
06/15/2006 27
PWM18-05GS
CITY OF CARLSBAD
MINOR PUBLIC WORKS CONTRACT
2017 UNINTERUPTABLE POWER SUPPLY BATTERY REPLACEMENTS
This agreement is made on the � day of n� �(r���/L , , 2017, by the City
of Carlsbad, California, a municipal corporation, (hereinafte called "City"), and Computer Protection
Technology Inc., a California corporation whose principal place of business is 1215 Pacific Oaks Place,
Suite 106, Escondido, CA 92029 (hereinafter called "Contractor").
City and Contractor agree as follows:
DESCRIPTION OF WORK. Contractor shall perform all work specified in the Contract documents for the
project described by these Contract Documents (hereinafter called "Project").
PROVISIONS OF LABOR AND MATERIALS. Contractor shall provide all labor, materials, tools,
equipment, and personnel to perform the work specified by the Contract Documents unless excepted
elsewhere in this Contract.
CONTRACT DOCUMENTS. The Contract Documents consist of this Contract, exhibits to this Contract,
Contractor's Proposal, the Plans and Specifications, the General Provisions, addendum(s) to said Plans
and Specifications, and all proper amendments and changes made thereto in accordance with this Contract
or the Plans and Specifications, all of which are incorporated herein by this reference. When in conflict,
this Contract will supersede terms and conditions in the Contractor's proposal.
LABOR. Contractor will employ only skilled workers and abide by all State laws and City of Carlsbad
Ordinances governing labor.
GUARANTEE. Contractor guarantees all labor and materials furnished and agrees to complete the Project
in accordance with directions and subject to inspection approval and acceptance by: Robert Ferris (City
Project Manager)
WAGE RATES. The general prevailing rate of wages for each craft or type of worker needed to execute
the Contract shall be those as determined by the Director of Industrial Relations pursuant to Sections 1770,
1773 and 1773.1 of the Labor Code. Pursuant to Section 1773.2 of the Labor Code, a current copy of the
applicable wage rates is on file in the Office of the City Engineer. Contractor shall not pay less than the said
specified prevailing rates of wages to all workers employed by him or her in execution of the Contract.
Contractor shall be responsible for insuring compliance with provisions of section 1777.5 of the Labor Code
and section 4100 et seq. of the Public Contracts Code, "Subletting and Subcontracting Fair Practices Act."
The City Engineer is the City's "duly authorized officer" for the purposes of section 4107 and 4107.5.
The provisions of Part 7, Chapter 1, of the Labor Code commencing with section 1720 shall apply to the
Contract for work.
A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the
requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract
for public work, unless currently registered and qualified to perform public work pursuant to Section 1725.5.
This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which
generally requires keeping accurate payroll records, verifying and certifying payroll records, and making
them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
2017 UPS BATTERY REPLACEMENTS Page 1 of 8 City Attorney Approved 9/27/16
PWM18-05GS
FALSE CLAIMS. Contractor hereby agrees that any contract claim submitted to the City must be asserted
as part of the contract process as set forth in this agreement and not in anticipation of litigation or in
conjunction with litigation.
Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act,
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 the information.
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 and 3.32.028 pertaining
to false claims are incorporated herein by reference.
Contractor hereby acknowledges that the filing of a false claim may subject the Contractor to an
administrative debarment proceeding wherein the contractor may be prevented from further bidding on
public contracts for a period of up to five years an�-�qat debarment by another jurisdiction is grounds for
the City of Carlsbad to disqualify the Contractor or/suk�contractoyfrom participating in contract bidding.
Signature:
Print Name:
REQUIRED INSURANCE. The successful contractor shall provide to the City of Carlsbad, a Certification
of Commercial General Liability and Property Damage Insurance and a Certificate of Workers'
Compensation Insurance indicating coverage in a form approved by the California lnsurance Commission.
The certificates shall indicate coverage during the period of the contract and must be furnished to the City
prior to the start of work. The minimum limits of liability insurance are to be placed with California admitted
insurers that have a current BesYs 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 BesYs 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.
Commercial General Liability Insurance of Injuries including accidental death, to any one person in an
amount not less than........$1,000,000
Subject to the same limit for each person on account of one accident in an amount not less than
....... $1,000, 000
Property damage insurance in an amount of not less than........$1,000,000
Automobile Liability Insurance in the amount of $1,000,000 combined single limit per accident for bodily
injury and property damage. In addition, the auto policy must cover any vehicle used in the performance of
the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or non-
scheduled. The automobile insurance certificate must state the coverage is for "any auto" and cannot be
limited in any manner.
The above policies shall have non-cancellation clauses providing that thirty (30) days written notice shall
be given to the City prior to such cancellation.
The policies shall name the City of Carlsbad as an additional insured. The full limits available to the named
insured shall also be available and applicable to the City as an additional insured.
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.
BUSINESS LICENSE. The Contractor and all subcontractors are required to have and maintain a valid
City of Carlsbad Business License for the duration of the contract.
2017 UPS BATTERY REPLACEMENTS Page 2 of 8 City Attorney Approved 9/27/16
PWM18-05G5
INDEMNITY. The Contractor shall assume the defense of, pay all expenses of defense, and indemnify and
hold harmless the City, and its officers and employees, from all claims, loss, damage, injury and liability of
every kind, nature and description, directly or indirectly arising from or in connection with the performance
of the Contract or work; or from any failure or alleged failure of Contractor to comply with any applicable
law, rules or regulations including those related to safety and health; and from any and all claims, loss,
damages, injury and liability, howsoever the same may be caused, resulting directly or indirectly from the
nature of the work covered by the Contract, except for loss or damage caused by the sole or active
negligence or willful misconduct of the City. The expenses of defense include all costs and expenses
including attorneys' fees for litigation, arbitration, or other dispute resolution method.
JURISDICTION. The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for
resolution of any disputes between the parties arising out of this agreement is San Diego County,
California.
Start Work: Contractor agrees to start within sixty (60) working days after receipt of Notice to Proceed.
Completion: Contractor agrees to complete work within ninty (90) working days after receipt of Notice to
Proceed.
CONTRACTOR'S INFORMATION.
COMPUTER PROTECTION TECHNOLOGY
INC., a California corporation
(name of Contractor)
1215 Pacific Oaks Place, Suite 106
(street address)
N/A
(Contractor's license number)
N/A
(license class. and exp. date)
1000017263
(DIR registration number)
6/30/18
(DIR registration exp. date)
lll
lll
///
///
///
///
///
Escondido, CA 92029
(city/state/zip)
760-745-8562 ext. 208
(telephone no.)
760-745-8569
(fax no.)
jbennet@cptups.com
(e-mail address)
2017 UPS BATTERY REPLACEMENTS Page 3 of 8 City Attorney Approved 9/27/16
PWM18-05GS
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
COMPUTER PROTECTION TECHNOLOGY of the State of California
INC., a California corporation
By� BY� / �
�,
(sign here) Elaine Lukey / Pub � orks Director
��'' /�,/�,n ���`���� as authorized by the City Manager
/1/� U �IJ
(print name/title)
:
1��� /�./ l/111/�
I�/Is/
� . -- r *
� ' r �►
. -
If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a
corporation, Agreement must be signed by one corporate officer from each of the following two groups:
Group A GrOUp B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREyVER, City Attorney
BY: Y ✓
Deputy City Attorney
2017 UPS BATTERY REPLACEMENTS Page 4 of 8 City Attorney Approved 9/27/16
PWM18-05GS
EXHIBIT A
LISTING OF SUBCONTRACTORS BY GENERAL CONTRACTOR
Set forth below is the full name and location of the place of business of each sub-contractor whom the
Contractor proposes to subcontract portions of the Project in excess of one-half of one percent of the total
bid, and the portion of the Project which will be done by each sub-contractor for each subcontract.
NOTE: The Contractor understands that if it fails to specify a sub-contractor for any portion of the Project
to be performed under the contract in excess of one-half of one percent of the bid, the contractor
shall be deemed to have agreed to perform such portion, and that the Contractor shall not be
permitted to sublet or subcontract that portion of the work, except in cases of public emergency or
necessity, and then only after a finding, reduced in writing as a public record of the Awarding
Authority, setting forth the facts constituting the emergency or necessity in accordance with the
provisions of the Subletting and Subcontracting Fair Practices Act (Section 4100 et seq. of the
California Public Contract Code).
If no subcontractors are to be employed on the project, enter the word "NONE."
SUBCONTRACTORS
Portion of Project to Business Name and Address DIR Registration License No., % of
be Subcontracted No. Classification 8 Total
Expiration Date Contract
�/'l �t1�
7otal % Subcontracted:
The Contractor must perform no less than fifty percent (50%) of the work with its own forces
2017 UPS BATTERY REPLACEMENTS Page 5 of 8 City Attorney Approved 9/27/16
P W M 18-05GS
EXHIBIT B
2017 UNINTERUPTABLE POWER SUPPLY BATTERIES AND CAPACITOR REPLACEMENT
Repacement of batteries and capacitor in Uninteruptable Power Supplies at Dove Library, 1775 Dove
Lane, Carlsbad, CA 92011; Faraday Center, 1635 Faraday Ave, Carlsbad, CA 92008 and Safety Center,
2560 Orion Way, Carlsbad, CA 92010
JOB QUOTATION
ITEM UNIT' QTY' DESCRIPTIUN PRICE
NC3. '
1 EA 1 Replacement capacitor kit for the Mitsubishi UPS at Dove $6,565.65
Library - AC/DC Cap Kit
2 EA 40 Replacement batteries for UPS at Dove Library - UPS 12- $7,378.40
350MR (Unit Price - $184.46)
3 EA 40 Replacement UPS batteries for UPS at Safety Center - $2,240.00
NPX-80FR (Unit Price - $56.00)
4 EA 40 Replacement batteries for UPS at Faraday Center - $7,246.80
UPS 12-210MR (Unit Price - $181.17)
5 LS 1 Freight forwarded from CPT (taxable per State Board of $605.72
Equalization Publication 100)
6 LS 1 Labor to install all batteries and capacitor kit. $3,400.00
7 LS 1 Sales Tax 7.75% $1,862.84
TOTAL* $29,299.41
*Includes taxes, fees, expenses and all other costs.
2017 UPS BATTERY REPLACEMENTS Page 6 of 8 City Attorney Approved 9/27/16
PWM18-05GS
EXHIBIT C
LABOR AND MATERIALS BOND
WHEREAS, the City Council of the City of Carlsbad, State of California, has awarded to Computer
Protection Technology (hereinafter designated as the "Principal"), a Contract for:
2017 UNINTERUPTABLE POWER SUPPLY BATTERIES AND CAPACITOR REPLACEMENT
in the City of Carlsbad, in strict conformity with the drawings and specifications, and other Contract
Documents now on file in the Office of the City Clerk of the City of Carlsbad and all of which are incorporated
herein by this reference.
WHEREAS, Principal has executed or is about to execute said Contract and the terms thereof require the
furnishing of a bond, providing that if Principal or any of its subcontractors shall fail to pay for any materials,
provisions, provender or other supplies or teams used in, upon or about the performance of the work agreed
to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to
the extent hereinafter set forth.
NOW, THEREFORE, WE, COMPUT�R PROTECTION TECHNOLOGY, as Principal, (hereinafter
designated as the "Contractor"), and t����T6Ru S�t�7Y Cen�Pa� V
as Surety, are held firmly bound unto the City of Carlsbad in the sum of twenty nine thousand two hundred
ninety nine dollars forty one cents ($29,299.41), said sum being an amount equal to: One hundred percent
(100%) of the total amount payable under the terms of the Contract by the City of Carlsbad, and for which
payment well and truly to be made we bind ourselves, our heirs, executors and administrators, successors,
or assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH that if the Contractor or his/her subcontractors fail to
pay for any materials, provisions, provender, supplies, or teams used in, upon, for, or about the performance
of the work contracted to be done, or for any other work or labor thereon of any kind, consistent with
California Civil Code section 9100, or for amounts due under the Unemployment Insurance Code with
respect to the work or labor performed under this Contract, or for any amounts required to be deducted,
withheld, and paid over to the Employment Development Department from the wages of employees of the
contractor and subcontractors pursuant to section 13020 of the Unemployment Insurance Code with
respect to the work and labor, that the Surety will pay for the same, and, also, in case suit is brought upon
the bond, reasonable attorney's fees, to be fixed by the court consistent with California Civil Code section
9554.
This bond shall inure to the benefit of any of the persons named in California Civil Code section 9100, so
as to give a right of action to those persons or their assigns in any suit brought upon the bond.
Surety stipulates and agrees that no change, extension of time, alteration or addition to the terms of the
Contract, or to the work to be performed hereunder or the specifications accompanying the same shall
affect its obligations on this bond, and it does hereby waive notice of any change, extension of time,
alterations or addition to the terms of the contract or to the work or to the specifications.
2017 UPS BATTERY REPLACEMENTS Page 7 of 8 City Attorney Approved 9/27/16
PWM18-05GS
In the event that Contractor is an individual, it is agreed that the death of any such Contractor shall not
exonerate the Surety from its obligations undfer this bond.
�t.�,�
Executed by CONTRACTOR this o�-to �
day
of �rt �(.( , 20 � %
CONTRACTO �
(,�,�,�,,,,�k�c V� � c� �ec (,� ,�-� �,,,.�
(name of Contractor)
By:
(sign he
� � ���
(print name he e)
����,� - CP`C� �.1�-�. �..
(title and rganization of ignator )
(sign h e)
� r �'�t�x.e
(print name here)
v Q s« �, �,� � �.
(t le and organization of signatory)
Executed by SURETY this day
of � � D��-�. `� , 20_J�"_
SURETY:
�, �
� �'� �� � '� � � � � � ��, � '�` �'�
,
(name of Suret
��t� ��.j `�z � l� : y����� �I�. �� ��7� � �
(address of Surety)
����
hone ry}.rr�er of Surety)
By.
re c�f Attor�tiey-in�act)
(printed name of Attorney-in-Fact)
(attach corporate resolution showing current power of
attorney)
(Proper notarial acknowledgment of execution by CONTRACTOR and SURETY must be attached.)
(President or vice-president and secretary or assistant secretary must sign for corporations. If only one
officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
CELIA A. BREWER
City Attorney
By:
Deputy City Attorney
2017 UPS BATTERY REPLACEMENTS Page 8 of 8 City Attorney Approved 9/27/16
��1
Western Suret Com an
Y p Y
PAYMENT BOND
Bond Number: � 1 g; 64 ��
KN�W ALL PERSONS BY THESE PRESENTS, That we ComputPr Prote �tion Tecnnolo���- In,-�
of
1215 Facific Oaks Place, Ste 106, Escondiao, CA 920'%9 , hefelnafte�
referred to as the Principal, and weste�rn surety company
as Surety, are held and firmly bound unto �ity of carlsbad
Of 1635 Faradav Ave , Carlsbad, CA 9�008 , hefefflaftef
Twerltp-Nine Th�usand T�ao nundred Ninety-Nine and
referred to as the Obligee, in the sum of 41 / 10 0__ _._ _
Dollars ($ 29, 299. 4 � }, for the payment of which we bind ourselves, our legal representatives, successors
and assigns, jointly and severally, firmly by these presents.
WHEREAS, Principal has entered into a contract with Obligee, dated day of
, fOf 201'7 Uninterruntib���� e Power Sur_>�lv Batteries and Ca�,acitor Replacer�letit
copy of which contract is by reference made a part hereof.
NOW, THEREFORE, if Principal shall, in accordance with appiicable Statutes, promptly make payment to all
persons supplying labor and material in the prosecution of the work provided for in said contract, and any and all
duly authorized modifications of said contract that may hereafter be made, notice of which modifications to Surety
being waived, then this obligation to be void; otherwise to remain in full force and effect.
No suit or action sha�l be commenced hereunder
(a) After the expiration of one (1) year following the date on which Principal ceased work on said contract it
being understood, however, that if any limitation embodied in this bond is prohibited by any law
controlling the construction hereof such limitation shall be deemed to be amended so as to be equal to
the minimum period of limitation permitted by such law.
(bl Other than ir a state court of competent jurisdict�on in and for the county or other politica! s�bdivisior, of
the state in which the project, or any part thereof, is situated, or in the United States District Court for the
district in which the project, or any part thereof, is situated, and not elsewhere.
The amount of this bond shall be reduced by and to the extent of any payment or payments made in good faith
hereunder.
SIGNED, SEALED AND DATED this 2n� day of Auaust , �01�
Com uter Pro ection Technolo � nc. �
(Principal)
BY � (Seal)
� -��,:_.,
# We�tern Suretr Com an= �
(S ) '`^ �.
BY (Seal)
LAUREN ELIZABE'i'H M�RALLE Attorney-in-Fact
❑ Acknowledgment of Principal
❑X Acknowledgment of Surety (Attorney-in-Fact)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA ��
� 5S
COUNTY OF lv� � p �� �
�e.P+�� � ,�. �b��sa� �v���.�� p�����
On �� �� � before me, �G�✓�b� � �
date ' here ins ert name and title of the officer
personally appeared _ ��V T '�✓� f "� � r �,` ` �
name(s) of signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare subscx7bed to
the within instrument and acknowledged to me that he/she/they executed the same in his/�Zer/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s} acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature � �/�/�— a � (Seal)
��
DAMON A. ROBERTSON
Notary PubliC - Cdiif�rnia z
� San Diego County >
Commission # 2178195
My Comm. Expires Jan 1, 2021
(The balance of this page is intentionally left blank.}
Westem Surety Comparry Fortn 1900-8-2009
��
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached,
and not the truthfulness, accuracy, or validity of that document.
State of California
County of ����� �� E' `��: }
-
�
On -J�.t��{ .�k, -�� I � before me, -`��c�.✓� �. �i`����-i , i�C,izLv�t ���k���C� ,
er i ert name and tit e the o icer
personally appeared ���, �.� � � I��'I�i� � 1�,.- �;, � L. i`��,tY 1�-�- ,
who proved to me on the basis of satisfactory vidence to be the person(s) w ose
name(s) i,�/are subscribed to the within instrument and acknowledged to me that
fy�/�Yie/they executed the same in I�fs/I�.�r/their authorized capacity(ies), and that by
hj�/f�r/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
MNAM A. YANfi
;.;.�..,<�:.:,a,- CommiBtqn No. 2187276
WITNESS my hand and official seal. e9-
� >�-"` : Norn,n,.ue��c.cµicoMMn �
w t :, �
� SAM dEGO COIp�lTY
�. ,.
C ! ,� '���- °-.• My Comrn Expnes OC7pgER 09 .yppp.
' 1.'��- �rt %'�. �'>-_G «»....» ....................
Notary Public Signatur� (Notary Public Seal)
�
ADDITIONAL OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
f''�:Ll=�;;i _U�/� .+l��/['<'le�t_) �
(Title or description of attached document)
(Title or description of attached document continued)
Number of Pages <-� Document Date �"�/
CAPACITY CLAIMED BY THE SIGNER
❑ Individual (s)
❑ Corporate Officer
(Title)
❑ Partner(s)
❑ Attorney-in-Fact
❑ Trustee(s)
� Other
:: Ci :.., �.; , .;i�; . ...v.w ..�... rpC: €,;,�.;,�<?,�� ;t' .: ... "`: :yf'sf,:,
INSTRUCTIONS FOR COMPLETING THIS FORM
Tl�is form complies wzth cin-rent California slatutes regarding notary wording and,
if needed, should be con�pleted and attached to tlae document. Acknoi��ledgme�rt.c
from other• states may be completed for doci�ments being sent to that state so long
as the x�ording does no1 require !he California notary to violale Californra notary
law.
• State and County information must be the State and County where the document
signer(s) personally appeared be[ore the notary public for acknowledgment.
• Date of notarization musl be the date that the signer(s) personally appeared which
must also be the same date the ackno���ledgment is completed.
• The notary publie must print his ar her name as it appears within his or her
commission followed by a comma and then your title (notary public).
• Yrint the name(s) of document signer(s) �vho personally appear at the time of
notarization.
• lndieate the correct singular or plural forms by crossing off incorrect forms (i.e.
kte/she/%4�ey, is /a�e ) or circling the correct forms. Failure to correctly indicate this
information may lead to rejection of document recording.
• The notary sea] impression must be clear and photographically reproducible.
Impression must not cover text or lines. IC seal impression smudges, re-seal if a
sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the si�nature on file with the office of
the county clerk.
. Additional inturmation is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
. Indicate title or type of attached document, number of pa�es and date.
. Indicate the capacity claimed by thc signer. If the claimed capacity is a
corporate officer, indicate thc title (i.e. C1;0, C�O, Secretary).
• Securely attach this document to the signed documcnt with a staple.
tern Sure Gom
�-Y �
y
POWER OF ATTORNEY - CERTIFIED COPY
Bond No. 7193 6 4 7 6
Know All Men $y These Presents, that WEBTERN $LTRETY COMPANY, a corporation duly organized and existing under the laws
of the State of South Dakota, and having its prixncipal a�ce in 9ioux Falls, South Dakota (the "Company"), does by these presents xnake,
constituteandappoint LAUREN ELTZABETH MIRATLE
its true and lawful attorney(s}in-fact, with full power and authority hereby conferred, to execute, aclmowledge and deliver for and on its
behalf as Surety, bonds for:
Principal: Computer Protection Technology, Inc.
Obligee: City of Carlsbad
��t� $1, 000, OOD. 00
and to bind the Compaqy thereby as fiilly and to the same extent as if such bonds were sigaed by the Senior Vice President, sealed with
the corporate seal of the Company and duly attested by its Secretary, hereby ratifying and canfirxning all that the said attorney(s)-in-fact
may do within the above stated limitations. Said appointment is made uader and by authority of the following bylaw of Western Surety
Company which rema;nc in full force and e$'ect.
"Section 7. All bonds, policies, undertaldngs, Powers of Attorney or other obligations of the corporation shall be executed in the
corporate name of the Company by the President, Secretary, any Assistant Secretary, Treasurer, or any Vice President or by sur,h other
officers as the Board of Directors may authorize. The President, az�,y Vice President, Secretazy, anyy Assistant Secretary, or the Treasurer
m�v appoint Attorneys in Fact or agents who shall have authority to issue bonds, policies, or undertaldngs in the name of the Compaay.
The corporate seal is not necessary for the validity of any bonds, policies, undertaiongs, Powers of Attorney or other obligations of the
corporatioa The signature of any such officer and the corporate seal may be printed by facsimile."
All authority hereby conferred sha]] expire and terminate, without notice, unleas used before midnight of OCtober 1
2 017 , but until such time shall be irrevocable and in full foroe and effect. �
Western Surety Compa�y has caused these presents to be signed by its Vice President, Paul T. Bruflat, and its
�,this 2nd dayof August , 2017 .
�.��� ����:
: � '�'
�� � �� �
�s��a
R�+€r � �
d�:taa
WEST R SURE COMPANY
� /.
Paul T. ruflat, Vice President
pn this "L nci day of Augus t , in the year 2017 , before me, a notaty public, personally appeared
Paul T. Bniflat, who being to me duly swom, acknowledged that he signed the above Power of Attorney as the aforesaid o�cer of
WESTERN SUR�TY COMPANY and acknowledged said instnuuent to be the voluntary act and deed of said corporation.
tatiaatiae�a�r�w.w�.�a�►w� ♦
; J. MOHR ± ���
NOTARY PUBLIC f
L BEAL t Notary Public • South Dakota
i SOUTH QAIKO�A �
♦atiqaa�or�ati�o�rotitiati4�a...,.. t
My Commission Expires June 23, 2021
I the undersigned officer of Western Surety Compa�y, a stock corporation of the 3tate of 3outh Dakota, do hereby certi�y that the
attxhed Power of Attomey is in full force and effect and is irrevocable, and furthermore, that 9ection 7 of the bylaws of the Company as
set forth in the Power of Attorney is now in force.
In testimony whereof, I have hereunto set my hand and seal of Western Surety Compa�y this 2rid day of
Auqust 2017
WEST R SURE COMPANY
� �
Paul T. ruflat, Vice President
To w.ilidate bond authenticity, go to www.cnasuretv.00m > Owuer/Obligee Services > Validate Bond Coverage.
Form F53061-2Qi6
e '�`--�"'`�'" CERTfFICATE QF LIAB1LfTY INSURANCE OATE(MMlDIIfWYyJ
� 3/23/2027
TNlS CERTIFICATE IS lSSUED AS A NIATTER OF IMFORMA710iJ ONLV AN6 CONFERS NO RtGHTB UPQN 7HE CERTlFICqTE NOL�£R, THIS
CERTIFfCA7E DOES NO� A�FIRMATIVEi.Y OR HEGA73VEE.Y AMENb, EXT�ND OR ALTER THE COV�RAGE AFFORbED BY THE FO�tCIES
B�LOW, THIS CEFtT1FfCAT� QF IIVSURANCE DOES HOT CONS7iTUTE A CaNTRAC3 BETWEEM THE fSSL11NG fNSUREfi(S), kUTbtOR12E0
REPR�SENTAFiVE OR Pf20O1lCER, A{JQ THE CEtZTIFICATE FI+DLDER.
1MPORTANT: 1f the certitieate holder is an AODiTIONAL IMSURED, Ehe pollcypes) must be endorsed. If SLFBRnGAT10N IS WAfVED, subjeCt to
the terms and conditions o! the polEoy, ceriain palicfes may requlre an endorsement. A stafemeat on thls certlricate does not conFer rights to the
certifiCate holder in Ifeu of such endorsement s.
PRODUCER NOM�ACT�+�sa�l FIuG�he3
LAUREN MIR2�Li,LE INSURANCE AGCY INC PNOH� Fa�c
5911 Aven�da Encir�as Ste 24p (760}q9g_1686 o.(76a)496-1684
Carlsbad, CA 92008
ooR` � ��xa le £armersagen�.com
UG63234 inrsuReR AFFOR07NG CQVERAGE t1AlC#
iH ean• Burlin ion Insuraace Com an 23620
iMsuRen Computer Protection Tachnology, Ine E`i�,RMERS INS'URANCE E�CCHANGE
INSURER B:
3.215 Pacific Oaks P,lace #106 ,N .Tapa Insurance Company
Escondido, ca 3202g iHsvRERo:
760-745-8562
i�Gv�JIVIV IVIJIV�[jG
THIS IS TO CER7fFY THA7 THE PpUCIES OF INSURANCE USTEO BEL�N HAVE BEEN fSSUEO 7p THE INSUR£O MA}dED AB6VE FOR 7tSE ROUCY RERIOD
IkOICATEQ MOM5Ti45TANDiNG AMY REQViREAiE�JT, 7ERM OR CONDtT16N OF ANY CQN7RACT OR O7NE,R DOCWdEHi W17H ftESPECT TO WH[CH THIS
CER7IFICATE FAAY $5 }SSUED OR 6SAY PERTAIN, TNfl tNSURANCE AFFORDfi� 85' TNE POUCIES OESCRIBED HEAEl4l IS SUBJECT TO AL4 THE TERiL15,
EJCCLt)SIOHS At10 COTI01710� 2S OF SUCH P011C! E5. UMITS SHO'hN MAY NAVE BEEN REaUCED BYApID C1A17�S.
x " 1YPE OF INSbRANCE iuco vni� o.,� �...,.�,,.«.�.. -. ..PQi1CY £FF P011C P
GENERAf. GtABIIJiY
� CO�IMERCIALGENERACLWBiUTY
CCAIMS-MADE � OCCUR
A x BI PD Deductible
$2.500
GEN'l AGGREG4T£ LI611TAP?UES PER;
� � PRO•
AU70M981LE UA31LtfY
ANYAUTO
B AUFOS��� 8 SCFIEOUCED
AUfOS
X HIREDAUTOS 7� �!0?i-OWh1ED
AUTOS
UMBRElL4 �iAB �' pCCUR
C X �rcess �us ,,, �,..�
N9RKERS COM PENSATIQN
..... ANp..EM2.�,QY�l35.LKBIIJS.Y....._ .............
ANY PROPRtETORlPARTflER1EXECUiiVE
� OfFICf,AIL1�h�gER E7{ClU0Eb7
(Atanaatvry in NH)
Y Y 38S8W3783'7
01492-61-g6
Y
x�6S05847-03
NiA Y g0945-32-68
2/12/1
i2/1
2,0
000
/12/16i2/12/17 ���LYINJURY(Perpersonl S
BOpILY INJURY (Paaaldent) S
PROAERIY DRMAGE 5
id .
S
/12/161'L/12/1� �CH OCCURRENCE 5 3�000,000
AGGRECaATE S � �
..... _j{ WCSFATU•. ....._ OTH. ........_...,.....
..._..__......... _..........�...... . .................
/fl1/17 d4/Ol/18 �, �.,.,, ,,.,..��.._ _ 1_ nnn nnn
0
DESCRIP71Ou OF OpERATION5110CATIONSI VEHICLES (AtlachACpRD 16S,AddZ'pr,al RemaQesSchedule,Nmorespace isrequire�
CEFtTIFICATE IipLIIER IS NAMED ADDITIONAT, I2FSLIRED Tp TF3£ GgNERp'[, I,zpgILiTY per
form CG2D10 0704. Certi£icate holder is named addtianal insured on the aommercial
auto, 30 day notice o£ cancel2ation, Excess I,i.abilg,iy golI,ows form witit the
underlying po3.icies.Fnciucies Waiver of S�sbrogation per written contsact.Primary and Aion
Contributory woxding in.civded.
City o� Carlsbad
General Services D2�t SHQVLOANYQF TNE A80VE 08SCR18ED POLICIES 2E CR1fCEl,�ED BEFORE
TFi� FJ(pIRATI`Ji! OATE TlfER�OF, t30T:CE 4VEL1 BE qEUVERED IN
'Q � 5 �ak Ave ACC9ft0ANCE tSqTH TiiE POISCY PROVISIONS.
Caa�lsbad, CA 92008
AVTHORIZED RE?RES£N7ATIVE
�t�iLih �fGt�l22,�
O 1988-2910 Af,ORD CaRPOFZ4TION, Afl rights reserved.
ACORD25 (201Q105) The AGORD name and logo are registered merks of ACoRD
. ...........il
POLfCY NUMBER: 3898W37837
COMMERCfAL GEl�fERQL l.fA6iLITY
CG2a1007Q4
THIS ENQORSEMENT CHANGES TNE POLICY. pLEASE READ IT CAREFULlY.
� � � � , � � � :. � .
, s � � s � , � � • ' �
• ~ .� i � � �. � • � ..
'Tl�is endarsement modifies ir�suranca prav�dsd under ihe following:
C4MMERCIAL GENERA�. i.1ABILITY G�VERAGE PAR'F
SCNEpULE
Name Of Addltlonal lnsured Person(s}
Or Or anization s: Lacation s Oi Co►rered O erations
Arty person or organization far whom you are
performing op�ra#ions, but only if you have
agreed. in a uvrltten contract, to add such parson
or organizptfon as an addiiional ins�red on your
poilcy for ihat locatlan ar part iherauf, pravided
such a written contract is fully execute� prlor #o
an "occurreRce" in whE�h cover�qe is soughE
under ih�s policy.
tnforma�on re uired to com lete fh3s Schetiul�, lf not shown above, wlA be shnwn in ii�e Deciarations.
A. S�ction {I — Wt�o ts An Insured is amentied to 8. With respect to t�e ins�rartce a�forded to these
includa as �n additior�al fnsured the person(s) or addi6onal insureds, the foilowing additionai
organization{s} shown in tt�e Sched�le, but only exclusians appiy:
wikh respect to Eiability for "bodfly fnjury', "property This insurance does not app]y to "bodlly injury" or
. . damage° ...or "parsanaf _and advertis,n9.. ?nJ�.rY ...._ __ ....�#yraperty ciarriage- osc�rringafter: _
_ _ ._ _...
aause , m whole or in part, by: p��$ or
t. Your acts o� omisslons; or 1• A1f work, including materials.
aquipment furnlshed in connection with such
2. 1"he acts ar omiss(ons of those acting on your work, on the projecE {other iharE service,
behaii; maintenance or repairs} to be perforrned by or
in the perform�nce af yaur ongo9ng operalions for on behalf of the aciditional insured(s) ai ihe
the add9tional insured(s) at the location(s) �ocation of ihe coveratl opsrations has been
designatedabave. compleied; or
2. That portian of "your wo�[t" out of which tha
' injury or damage arises has baen p�t to 1ts
Intended use by any �ersfln or organization
oiher than anot�er cantra�Eor or subconiractor
engaged in perfvrming operaEions for a
principal as a part of the same projaci.
CG 201Q O7 04 OO ISb Properties, inc., 20�4 PagE 1 af �! ❑
_ _ _ __ _ _
,
POLICY NUMB�R:
CQMMERCiAL GENERAL UABfLITY
CG20370704
THIS END�RS�M�NT Ch1ANGES iH� pOLICY. PI.EASE READ iT GAREFULLY.
A�DITIC�NAL INSURED - OiIVNERS, 1.ESSEES OFt
CONTRACTt?RS - C�iIAPLET�EQ 4PERATtONS
This endorsement madi(ies insurance provided under the foflawing:
C�11hMERCIAL GENERAL LIABILITY COVERAGE PART
SCHE�}ULE
fVams �iAddittona! Ir+sured Persan(s)
Or Or anization s: Locafion Anti Descri tion Of Com leted O erations
Any parson or organization wifh wham yau hava agreed,
in a wtitten contract that such peKsan ororganization
shoutd be provided ihis endorsemenl, but only when such
vsrrilten contract ts fully execu[ed psior fo an "occurrence"
fn which coveraqe IS sought under this policy.
Informaiion re uired to com lefe this Schedule, if not shown above wifl k�e shown in tt�e D2clarations.
Section II — Who Es An lnsured is amended to
inciude as an additional insured the person(s) or
organizatian(s) shawn in the Scheduie, but only with
respect to lfability far "bodily injur�' or "propesEy dam-
age" caused, in whole or in par�, by "your work" at _
_.._.. _..__.. .
.. _ _ ...._ ... __...
� t e oca�iron� esignafed an�l'd�esc�ik�e� in tFie�sched-
ufe of this �ntforse�nen! perform�d for that additional
insured and inctuded in fhe "praducts-completecE .
aperatians hazard".
CG 2a 37 07 04 � ISO Properiies, inc., 2004 Page 1 of 1 O
POL�GY NUMB�R: 3898W37837
THIS ENDORSEMENT CHAtdGES THE PO�ICY. P�.EASE READ fi CAR�FULLY.
A�11EN aME NT - OTHE R t NSU RANCE
(PRIMARY AND NdP!-CONTRiBUTdRY C4VERAGE}
This endorsement mac&fies insurance praided under ihe tollow'sng:
COMMERGIA! GEN ERAL LIA81l:lN GOVERAGE PAR3
P�IODUCTS-COMPLETED OPEF?RT[OAIS LIABiLCfY COVERAGE PART
Schedute af ACltiitkfn� Ins►r8d(s}:
Any person or osganiza�on name� irf an Addiiionai Insured er�dorsernant attachea to th'ss palicy
with whom you have agrsed, it� a written cort3ract, that suci� person ar organization should be
pravlded primary and nan-conEributory coverage, but oniy when such wrEiten eontract is fuliy
exeeuted prior to an "occurrenee" in w#�ich coverage is sought under this policy.
A. Paragraph C. ot this endorsemenl replaces
paragraph �. Qther EnsuranCe oi Sectan IV-
Corrtmerc�al General Lfabttiiy Cancldfons, but
only with respect ta ihe i nsurar�ce aFforded � tne
addiiional insured(s) scheduled abava
8. Paragraph G. of this endorsement tepiaces
paragraph 4. O[her insurance o# SeCEion fV-
Produds-Compleied dperatians Llabi[�ty
CorRditbns, but oniy wlih raspsct to t�e
i�►suranoe afforded m tha addi�ona4 inse,red(s}
scheduled above,
C. olherinsurance
Noiwifihstanding other valid and coiectible
_ .... .. .... ......._......_..insurance_ aya,H�ble...ta.._ti1�...s.nsure.d...f.or_. aJos�..sr�e.....
cover under the a�p#icabis C�verage Aart to
whidz this enQorsement is moditying, thss
insurar�Ce is prlmary and non-confributory.
However, this endorsement:
1. Applles ortly whsn you are rec{uirad by
oontract, agreeme�t or permit to provtde
primary and non-aonuibutory caverage ior
the additianal insured, provided such wrltten
contract, agreement ar permit Is iu#ly
axecuted priar to an "ocourrence" in which
ooverage Is sought under this pollcy, and
2. D�es not appiy to any daim, loss or 9iability
due ia the sala negligance o1 the addltional
3nsurad.
IFG-G•0094 Q2 12 lncludes copyrighteti rnaierial of pega rt of 1
!SO Proparttes, Ina_ wilh permisston
_ _.
POL�CY NUMBER: 3896W37&37
COM MERC(A!. GENEFtQI. L�A�ILITY
CG 24 04 05 09
WAIVER C�F ZRANSFE� Q� RlGMTS OF REC4VE�Y
AG�11NS�' OTHERS T� US
7hi s e ndarsem ent m oditi es i nsu rance provid ed und er ihe followi rig:
COMMERCiAL GEN�RAL LIABI�#lY COV�RAG� PART
PROD[lCTSlCOMRLEfED OPERATIO�ES �IABILJ7Y COVERAG� PAR7
sc� �ou�.�
Name Of �ersan Qr Onganizatbn: — -
Any person ar organ}zatlon with wf�om you have agrsed, ln a written contract to waive tha
#ransfar oi righis of recavery against others to us, provicfed such wrJ[isn waiv�r Es tuHy
executed prior ia an "occurrence" in which coverage is sought undar �his pol€cy.
Informaiion required #o completa thEs Scheduls, if noi shown above, wifl ba shown in ihe Qeciaratlons.
The (apowing is added to Paragr�h 8. Transfer Of
Rfghts oi Reco�ery Agafnst O�hers To !is o#
Sectfon lV— Cond�lorts:
We waive any rigM of recovery wem ay have againsi
ihe pe�on or organizatian shown in the Schedule
above because af paymenfs cnro make for injury or
darnage arising out of your ongang operations a
"your worEc° done under a contraci wiih thai person
or organization and incfuded n 1he "proclucts-
co�tpleted operations hazard". Th�s vraiver applies
only to the person o� organiza6on shovvn in the
Scheduls abwe.
_._ _ ..._....._ .....................__ ... .. ....... ._................... . . . ..._..... .._.....__. __ __.._..._ _..... .._..._..... . ......... . ....
CG 24 04 d5 E}9 U fnsurance Services Otfice, 1nc., 2Q08 Page 1� of 1 C7
POLtCY NUMBER: oiayz•62-46
COMM�RCtRL AUTO
GA 20 +i8 02 99
THl3 EN�ORSEMEIVi CHANGES TlOE PULtCY. RLFASE REA� li CARF�ULLY.
DIESl�'7NAT��} 11VaSURE❑
3'l�1s ettdarsament modHies Insur�nce provided underihe folfowing:
BtiSlfi�t�SS AUTO COVERAGE FORM
GAfiAGE COVERAGE FORM �
MOTOR CARRlER COV�RAGE FORM
iRUCKERS GOVERADE FORM
Wiih respect io coverage pravEder� by th�s endorsement, fhe proYlslons af 1he Coverage Form apply unSess
madifle�i bythis endorseme�t.
This endorsett7ant 1den�fles person(s) or organ4zatbn(s) who are "insureds" urxler tha Wko is An lnsurad
Arovision �f the Cover�ga Form. 7his e ndorseme� does not aftes cover�qa provkied in the Cover�a Form.
Thls eodaesement changgs t�e po�icy effective on the inceptton date of tf�e potfcy vniess anather date ]s
fndicated below.
Endorcerccent E�£eoUve: 1yi2l2096 �untersigaed By:
(�alried Ensured; �/),y�
COMPUTgR PRQTBC�ION INC W��
Author}zed Re resentative
SCHEDULE
Narne af Person�sl ar Or�anFzation(s}:
PER WRI77EN COi�tFRACT
(If na entry appeaas abave, infofrr�atlor� requfred to aatppte#a this endorsemeM wltl be 9hown in the Dac[aratlans
as appllcabEs ko ihe endorsement.)
. ..._ .......... ...........__....._ _...... ........_.....__..................... ._... . ................_.._ ..... .. ___ .._.-...._ _ _...._.... _.. .._......._........ _... .._ ... ... _.. _.. ....... .....;
Each person or organtzadon shown in the Schedule Is an "[nsured" for Liabiffty Coverage, but onEy to the extett!
that person ar organlzdtlon yuaiffles as an "insured" �der the Who �s An Ittsured Provislon cantained
In Sectfon If of fis Cavarage Forrn.
CA 2� 48 OZ 98 Copyright, fnaurance Servfces Office, tnc., 1998 Page '1 of t
_ __ _._
� �
FARMERS
INSURANCE
YVORKERS' COMPENSATlON AND EMPLOYERS'
LIABILITY INSURANtE P�L[CY
Named • COMPUTER PROTEC7iDN TECH.INC
Insured . "`�RMINAL BUSfNESS VELOS[TY CORP
1215 PACIFIC OAKS PL # t Ofi
Wt 99 O6 i 9
• ESCONDIf10 CA 92029291 D
Agent
��P� 99-83-302 B0945-32-68 20Z7
ga� o4/oi/z� PolicyNumber Policy
of che Company Year
VYAIYER OF OUR RIGHT TO REtOYER FROM OTHERS END4RSEMENT- BLANKET
We have the right to recover our paymen.ts from anyone liable for an injury covered by this policy_ V7e will
not enforce our righc against rhe person or organiration for which you perform work under a v�ritten cont�raact
tk�a.t r�quires you to obtain this agreement from us.
The additional premium for this endorsement shall be 3• o % of the Workers' Compensation premiunn
otherwise due for tl� state(s) listed below on such remuneration, subj zct to a minimum charge of
All written contracts in the state(s) of:,
cP.
7"�us endorsement is part of youz policy. It supersedes and controls anything ta the contrary. It is otherwise
subject to all the t�rms of the policy.
Countersigned
Authorized Representative
93-b369 l5f E�mON 4-07
4i(440b19B
J63b4121 PAGi l DF 1
AGREEMENT FOR INTERNET APPLICATION SERVICES WITH
ENVISION SUSTAINABILITY �OOLS, INC., d.b.a. METROQUEST
THIS AGREEMENT is made and entered into as of the �� day of
C t,(. , 20�, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and Envision Sustainability Tools Inc., d.b.a. MetroQuest, a corporation,
("Contractor").
RECIiALS
A. City requires the professional services of a vendor that is experienced in providing
web-based public involvement survey tools.
B. Contractor has the necessary experience in providing professional services and
advice related to web-based public involvement survey tools.
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'°, I\/IetroQuest Subscription Software Proposal
for City of Carlsbad; and Exhibit "B", MetroQuest Ser�ice Level Agreement ("SLA"), both of which
are 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 both the
southern California area and the British Columbia, Canada Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise. In the event of a
conflict between the United States professional care standards and British Columbia, Canada
professional standards, Contractor shall use the United States standards.
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 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 during the initial Agreement term shall not
exceed twenty-six thousand dollars ($26,000) payable in currency of the United States dollar. 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 twenty-six thousand United States dollars ($26,000) per Agreement year.
City Attorney Approved Version 4/1/15
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 Se�vices without prior written approval of City.
If Contractor subcontracts any of the Services, Gontractor 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 specificalfy
noted to the contrary in the subcontract and approved in writing by City.
8. ORDER OF PRECEDENCE
In the event of a conflict with any exhibit attached to this Agreement, this Agreement shall take
precedence over the exhibits attached hereto.
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 �or 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
City Attorney Approved Version 4/1/15
2
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.
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 r�quired 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 Liabilitv Insurance. $2,000,000 combined single-limit per
occurrence for bodily injury, personal injury and property damage. If the submitted policies contain
aggregate limits, general aggregate limits will apply separately to the work under this Agreement
or the general aggregate will be twice the required per occurrence limit.
10.1.2 Deleted.
10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as
required by the Province of British Columbia. 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 Liabilitv. Errors and omissions liability appropriate to Contractor's
profession with limits of not less than $1,000,000 per claim.
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 Providina Certificates of Insurance and Endo�sements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coveraqe. 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
City Attorney Approved Version 4/1/15
maintain insurance and City may coliect 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 �olicies 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 allow a representative of City during normal business hours to examine, audit, and
make transcripts or copies of records and any mther 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. Ownership of data collected for the City is described
in the MetroQuest SLA.
14. COPYRIGHTS
Deleted.
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 Citv
Name �SSII`c�. �L�C�16��. ��'�%�
Title �iad�1�111�i�1��"� ��d��-�"�It3�1S I�1C�.�`1�'�C�
Department (.;,�d�1(�1t��►(',�..,�"fL��l�
For Contractor
Name Mike Walsh
Title President
Address 510-1111 Melville St.
City of Carlsbad
Address ��C��i ��'������1��:��".
C,�A l� t��� a L� ��c���,
Phone No. °"�rF(� �� � 't�`���
Vancouver. BC. V6J1G7
Phone No. 604-225-2013
Err�ail Mike.walsh @ metroquest.com
Each party will notify the other immediately of any �hanges of address that would require any
notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
City Attorney Approved Version 4/1/15
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 �or 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, subcontrac�ors 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 pracedure 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 �ostpone 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 totaJ 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, t� solicit or secure this Agreement, and that
City Attorney Approved Version 4/1/15
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 au�y 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 arod 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 Agreerr�ent 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 docu�nent 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.
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.
City Attorney Approved Version 4/1/15
CONTRACTOR
,;i�, 3
By:
� � ,., �'
(sign here)
.�
,t��
� ��`' %� {��'
< � �3" q � � P Ad� `^� p d
1' !� f.i � " �( .. "
f � . � e �, rt g� `: . f ✓{ � � .'i �,.,,.
� �.{ FJ ��'6r � p'` ( � ��, ��'K'a ! r
t
(print name/title)
�
-�
Y� �^l ���^'�°�?
� . _�, �
fi
,, f �;� c.� �,_ r✓'
(sign � e �e) ,
-�. , J�,._. ,,
r�r�`�'�f.�"�� � c�"��,� �`� � � �r��� �a�
(pri�,r�f . ame�title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
[IN RT TITLE OF PERSON
AUTHORIZED TO SIGN (City Manager e�
L
�1
ATTEST:
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
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER ttorney
� __
BY:
tor
�' � _
City Attorney Approved Version 4/1/15
Exhibit A
SCOPE OF VI/ORK
MetroQuest Subscription Software
���������� � ��������
A key component of the work is to engage citizens in a meaningful way in the process.
In particular, the engagement objectives include:
• Engage a large number of participants that reflect the demographics of the project area;
• Provide multiple mechanisms and opportuniti�s for citizens to participate in the process;
• Allow citizens to learn about the project as well as provide their feedback; and
• To gain insight into public opinion about the �roject.
������� ����� ��������
In order to meet the engagement objectives, Envision will use MetroQuest, which includes the
following:
a. Develop and maintain a configuration of MetroQuest for each project;
b. Provide support for online, workshop, peer to peer tablet, and smart phone engagement as
needed; ,
c. Adhere to the relevant jurisdiction's privacy legislation for the collection and storage of
private information; and
d. Provide training for the identified project team personnel on the MetroQuest software setup
process, including how to create and complete a content template from the MetroQuest
master content template.
e. Provide training for project team personnel on the use of the MetroQuest Data Management
System (MetroQuest Insights), allowing City of Carlsbad to access integrated data from all
respondents, which will enable City of Carlsbad to observe trends, and analyze the results.
y�����°� ���� ����� �� �����
In addition to the MetroQuest software, Envision will work with the project team to help the team
understand how best to use MetroQuest and what will be required to create a new configuration
for each project. This begins during the Subscription Kick-off Meeting at the commencement of
the subscription period and continues through the subscription period as needed.
The standard process for setting up MetroQuest for each project includes 2 steps as follows:
1. Requirements Confirmation
a. Client selects desired screens for use in project-specific configuration;
b. Envision creates a specification document (brief document with schedule, selected
screens and examples), based on (a); and
c. Client approves proposed configuration, by signing and returning this document.
2. System Configuration (typically 3 to 4 weeks, commences once Requirements Gathering is
complete)
a. Draft
i. Client creates content template;
ii. Client provides a complete set of draft content via the content template;
iii. Envision builds draft.
City Attorney Approved Version 4/1/15
b. Revisions
i. Client gathers and provides all desired revisions once;
ii. Envision makes changes;
iii. Client approves final version.
c. Launch
i. Envision completes, tests and launches 1 st language configuration;
ii. Client completes translation table (supplied by Envision)*;
iii. Envision completes, tests and launches subsequent language configuration(s) *
*- only necessary for multiple language projects
�
��
K sd.. !' �' � ��$
s�
�, � . �.� . ..
��_.#..: '..� �.�..�. �
�.. ......'...�� .. . . .
`4e F
�a ,E ,. ...,
y . ' , ` . , �, "` „,.... .�A� � ^z .
. � ��
.�.c���` ... '.``vuF''.Y .E�:.-�n.x:;�` .. w' c. . �3 F' .. ... �. � .. �.-,.
. ri•. •. �•�:
..... . , . . . � � :,.... `
� .+;J
Steps (a), (b) and (c) are dependent on one another, meaning that the next step cannot begin
until the previous step is complete.
Timing of the process is largely in the client's controlo If tasks are completed more quickly, then
the typical process time can be shortened. That said, most clients take more than a week to do
their portion of each of (a) and (b).
Envision will create a draft within 1 business day of receiving complete content.
Envision will implement allowable revisions within 2 business days.
Envision will complete launch preparations for the 1 st configuration in 3 business days.
There may be additional fees and/or time implications for additional change requests
tlse c�f f�letraQues� f�r ar� unli�ited r��srr�ber �rf St�r�dard Configuratic�ns ir� up io 2
langu�ge �include� s�appc�rt fs�r ar� unli�n�ied �eric�d c�f p�t�ii� �ceessfor each $26,C}t}t�/�°�ar
Me�roQ�est �anfigurat��� via c�mputer ��re�s ksr€av��ser, r��sbile, p��r ta� ��er iP�c�; ��ad (�r�paid)
lcios,ks: ha�dwa�e no� in�l�dedl
�nsite suppc�rt ar��/or training for I�1[etresQ.u�si integration in�ca a vvr�rkshop usira�
iPa�sJfacifitatar �unctiona�ity/rnc�b�le devic�s �incfud�s trave�a maximsam 2-day� $3,C5EiCi
tsnsi�e�.
City Attorney Approved Version 4/1/15
9
���` � �� ' ����������
Term of the Agreement
The client will assign one or two staff inember(s) who will be the dedicated relationship
contact(s) to work directly with their Envision counterpart to manage all aspects project delivery
and implementation for all the MetroQuest Configurations, to better ensure project delivery
efficiencies.
Standard MetroQuest Configuration package assumes the Configuration contains 4 or 5
Screens. The Introduction and Exit screens are requi�ed. The additional 2 or 3 screens are from
the remaining 11 standard screens in the MetroQuest Screen Gallery, using only the standard
configuration options.
Invoicing Schedule:
• Annual Subscription Fees will be invoiced on or before the 1 st day of the subscription
period.
• Other amounts will be invoiced on task completion and/or delivery.
Payment Terms:
• Payment is due upon receipt of the invoice and payable by check (no credit cards)
City Attorney Approved Version 4/1/15
10
Exhibit �
MetroQuest Service Level Agreement
MetroQuestO stakeholder engagement software ("Software") is an internet application
that is developed and provided by Envision Sustainability Tools Inc. ("Envision"). The
Software is provided through a software-as-a-service ("SaaS") subscription model.
Definitions
Software
The Software is an internet application, meaning� that it is delivered to the Customer via
the internet and utilized via a web browser. The Software is housed on secure web
server(s) and made up of two distinct components:
i. A digital engagement platform that can be configured for a particular planning project
and made available to the public and other persons to gather input, the
("Engagement Platform"); and
ii. A set of web based administration tools used to access visitor data, the
("Administration Tools").
SaaS — Customer does not install and run the Software on its own computers, but rather
uses the Software via a web browser. The Softvmare is maintained and provided by
Envision via secure web servers for use via the internet.
Project — The planning project or other undertaking for which the Software will be used
to collect input.
Site — An instance of the Software setup for a specific Project in a particular language.
Visitor — An individual who interacts with the Software, particularly the Engagement
Platform and provides input on a particular Project.
Channel — The different combinations of hardware and software that the Software can
be made available to Visitors via. Currently the alternatives are Web (utilizing a Visitors
computer and internet connection), tablet, kiosk, workshop and smart phone.
Client or Customer — City of Carlsbad
�
Supported Browsers
The Engagement Platform has been tested and made compatible with the foliowing web
browser software:
Internet Explorer 9+, Safari 3+, Firefox 3.6+, Chrome 3+, Opera 10+ for MacOS and Windows.
Smart phones supported:
iPhone 4 or later running iOS 5 or later; Android devices running OS 4.0 or later; Windows
Phone running OS 7.0 or later.
The Administration Tools have been tested and made compatible with the following web
browser software:
Internet Explorer 10+, Chrome 3+ for Windows, Opera 10+ for MacOS.
Roles and Responsibilities
Three elements are required to enable Visitors to interact with a particular Site:
MetroQuest Software configured for a Client's Project;
ii. Specific hardware and software, which varies by Channel:
a. For the Workshop Channel, the Customer's hardware and software which is the machine
that is being used by the Customer to run the Software during a workshop or meeting;
b. For the other Channels (Web, tablet, kiosk, smart phone), the Visitor's hardware and
software, which is the machine that is being used by the Visitor to utilize the Software;
i. for the Web Channel, this would be a Visitor's computer running at home or
wherever the Visitor is using the Software, and the web browser on that computer;
ii. for the tablet or kiosk Channel, this would be the kiosk hardware and the web
browser running on the computer inside the kiosk and/or the tablet computer and
browser running on the tablet computer;
iii. for the smart phone Channel, this would be a Visitor's smart phone; and
iii. A connection to the internet.
The following table explains who is responsible for providing each element.
j '�.-
1. Internet Connection is the sole responsibility af the Visitor or Customer. In the case of
the tablet or kiosk Channel, the Customer will provision an active internet connection
that is available 7 days per week, 24 hours per day. In the case where the Customer
cannot provide an active internet connection, due to some physical or other technical
constraint, local MetroQuest Software support may require the Customer to contract
Envision to support this software locally and as such the Customer must assume all
incremental costs (labour, travel, etc.) directly related thereto.
2. Hardware provider would be the kiosk manufacturer in the case of a kiosk, or the tablet
manufacturer in the case of a tablet.
MetroQuest Software Availability
Envision will ensure the MetroQuest Software is available 99.5% of the time, measured on a
twenty four (24) hour clock, monthly. MetroQuest is hosted by Microsoft Windows Azure, a
cloud based server technology which delivers a 99.95% monthly service level.
(http://www.windowsazure.com/er�-us/support/sla/). Microsoft Azure is one of the largest and
most reliable hosting firms in the world.
MetroQuest's availability excludes times that the Sof�ware is unavailable due to scheduled
maintenance. Scheduled maintenance for the Software occurs weekly on Sunday from 6PM-12
midnight, Pacific Time, including holidays. "Downtime" is defined as a system outage or the
time(s) when the Software is unavailable as measured from the time a severity level 1, 2 or 3
incident is reported, to the time that incident is resolved,
The following table indicates the response and resolution time the Customer can expect, based
on the type of incident, defined by "Severity Level" once Envision has been notified of an
incident, as well as the remedy that will be provided in the unlikely event that service levels fall
below 99.5%.
�
..� ... .. � a.. i�.�' � s. ` 3 �.. .. .. .... x » .,,� �... . � w.�.. 4.= ^
1 F€�li S�sceir� �ie�fiag� /crr a r��r�du�ib[� 1 ho�s� 1 c��y i�ay credit fc�r
¢f-rc�r that c���es tl�� S�ft�var-e tc� e�ch 1 I����r c�f
erasl� fe�r a Visit�i- �io�,fl�tirr�e
2 F'artial 5ysterxi C3uta�e/ a r�praclucif�le 4 i�c��;€-s � c1�ys N/A
err�r that has a wc�rkarour��i ar�ci c�c�es
€�c�t cai�se t#�� Sc�ftvA��re tc� ctasf� fcsr a
Vi�'stc�r-� c�r e_c�ntea�t c�r other
in���-t�atio�� t1�at are r��-�t �'ss�l�yi��� as
agr eecl u,��r�
3 6�llitaof lrjcit{ent / G�€�� r�i 5��p�ar�t 24 h�i�rs 5 days NJA
General Support and Maintenance
Envision will provide the following Support Services ("Support") for MetroQuest Software:
For Customers:
(a) Support will be available to the Customer between the hours of 9:00 am to 5:00 pm Monday
to Sunday ("Support Days") Pacific Time via email, not including priority responses for
system outages.
(b) Support email requests from the Customer ("Customer Service Request") must be sent via
email to techsupport@metroquest.com.
(c) In the event of a Customer Service Request, Envision wilL
• acknowledge the Customer Service Request upon receipt, via email;
• resolve or develop a resolution plan within 4 hours upon receipt of the first Customer
Service Request; and
• prior to the Customer Service Request being closed, confirm with the Customer that the
Service Request has been resolved.
For Visitors:
(a) Support will be available to the Visitors between the hours of 9:00 am to 5:00 pm Monday to
Sunday ("Support Days") Pacific Time via email, not including priority responses for system
outages.
(b) Support email requests from Visitors ("Visitor Service Request") must be sent via email to
techsupport @ metroquest.com.
(c) In the event of a Visitor Service Request, Envision will:
• acknowledge the Visitor Service Request by the Visitor upon receipt via email;
• notify the Customer of the Visitor Service Request;
• work with the Customer to resolve or develop a resolution plan for the Visitor Service
Request; and
��
• prior to the Visitor Service Request being closed, confirm with the Customer that the
Visitor Service Request has been resolved.
Backups and Recovery
Envision will use reasonable endeavours to: (i) Perform daily backups every evening to both
onsite and offsite locations; (ii) Perform weekly backups once per week to offsite locations and
store the weekly backups for 4 weeks in storage offsite; (iii) Perform monthly backups once per
month to offsite locations and store the monthly backups for 3 months in storage offsite; (iv)
Perform quarterly backups 4 times per year to offsite locations and store quarterly backups
permanently in storage offsite.
Customer Data
The Software utilizes two (2) types of Customer Data:
i. Content provided by the Customer, such as text, images, numeric information ("Content
Data") and added/uploaded to the Engagement Platform by Envision staff;
ii. Information collected from Visitors by the Software based on how Visitors interact with the
Software and respond to questions presented via� the Engagement Platform, ("Usage Data")
Content Data Ownership and Use
Envision agrees that the Customer is the owner of any content, including Content Data and
Usage Data uploaded to the Engagement Platform. Envision acknowledges that all Content
Data is and remains the property of the Customer or the respective owner of the Content Data
in the case where the Content Data belongs to another party. The Customer acknowledges that
it has the right to use the Content Data that is provided to Envision as part of a public web site
or has obtained permission from the respective owner to use the Content Data as part of a
public website. Envision shall not be responsible for any copyright infringement claims by third
parties relating solely to the use of Content Data provided by the Customer.
Usage Data Ownership, Reporting and Delivery
Envision acknowledges that all Usage Data is and remains the property of the Customer or fheir
client in the case where the Usage Data is being collected on behalf of the Customer's client.
Envision reserves the right to utilize all non-personal Usage Data collected for the sole purpose
of determining trends and patterns in usage.
Access to Usage Data is provided via the reporting function that is part of the Administration
Tools of the Software.
Usage Data is based on Visitor activity and Visitor responses collected during a Visitor Session.
A Visitor Session is defined below for each Channel:
i. A Web session is defined as all interaction with the Software from within a single browser
window; opening a new browser tab and/or browser window and subsequently navigating to
the Software in this new window constitutes a new session;
ii. A Smart Phone session is defined as all interaction with the Software from within a single
browser window; opening a new browser tab and/or browser window and subsequently
navigating to the Software in this new window constitutes a new session;
�
iii. A Workshop session is defined as the duration of a single workshop event, from start to
finish, from when the facilitator navigates to a workshop specific URL until the browser is
dosed;
iv. A Kiosk session is defined as the time from:
a. either a Visitor clicks the "Restart" button if he/she commences using the kiosk
immediately following another Visitor, or
b. a Visitor begins using the kiosk after it has been idle and automatically restarted itself
(typically a 30-second period of inactivity); until the Visitor ceases interacting with the
kiosk.
v. A Tablet session is defined as all interaction with the Software from an individual once the
facilitator/moderator hands the tablet to the Visitor until the Visitor returns the tablet to the
facilitator/moderator.
At the completion of a Project, all Usage Data collected for all Sites used in the Project can be
accessed via the Administration Tools.
Use of Personal Information
In some cases the Software will callect Visitor's personal information such as names and email
addresses to generate the Usage Data. Envision warrants that it will never, under any
circumstances, use this information for any purpose without the express written consent of the
Customer that is undertaking the Project for which the Usage Data was collected. This
information will only be provided to the Customer. The Customer may request that Envision
delete all Personal Information collected for a particular Project once that Project is completed.
Envision agrees to comply with such a request within thirty (30) business days.
System Security The MetroQuest servers are hosted by Microsoft Windows Azure, one of the
largest and most secure hosting firms in the world. Our servers are located at one of Microsoft's
data centers located in the continental United States and utilize security measures for the
Hosting Environment, Operations and Personnel Security, Application-level Security, Fault-
Tolerance Redundancy, Privacy and Updates.
(http://www.microsoft.com/online/legal/?langid=en-us&docid=ll)
Envision will notify Customer immediately upon discovering any breach or compromise of
Envision's security protocols or measures or any unauthorized access to any personal
information, and Envision shall promptly conduct an investigation and submit an oral report of its
findings to Customer within twenty-four (48) hours, to be followed by a written report within
seven (7) days. Envision will cooperate with Customer in connection with the investigation and
incident management of any such event.
Administration Tools Security
Envision provides each Customer with a unique user name and password that must be
entered each time a user logs on to the Administration Tools. MetroQuest application
security ensures that only those allowed to access Usage Data can do so. Access controls are
built into the MetroQuest data model, and user permissions are verified on every request by the
core MetroQuest application framework.
l�
Warranties
Envision does not warrant that:
(a) The Software will be uninterrupted or error free;
(b) The Services will meet Customer's requirements, other than as expressly set out in this
agreement; or
(c) The Services will be free from external intruders (hackers), virus or worm attack, denial
of services attack, or other persons having unauthorized access to the services or
systems of the Customer.
Nothing in the above warranty exclusions negates any of Envision's agreements and
representations expressly set forth in this Agreement.
Publicity and Publication
The Customer grants Envision a non-exclusive, perpetual, worldwide, irrevocable right to use
the Software configured for the Customer's Project solely for marketing and promotional
purposes once the Software has been made available publicly on the internet.
Software Intellectual Property Rights and Ownership
The Customer acknowledges that in the provisioning of the Service, Envision will use the
Software to provide the Service and the Customer will use the Software to access Usage Data.
The Customer acknowledges and agrees that all intellectual property contained in the Software
is and will remain the property of Envision and that no part of this Agreement or any agreement
that this Agreement becomes a component of, assigns any right, title or interest in the Software
to the Customer.
MetroQuestois a Registered Trademark of Envision Sustainability Tools, Inc.
o �.
Tracking #:
CITY OF CARLSBAD
MINOR PUBLIC WORKS CONTRACT
SEDIMENT REMOVAL AT THE CROSSINGS; CONT. NO. PKRC642
This agreement is made on the day of �" '��, �'`�'Y�,�jQ� , 20,%� by the
City of Carlsbad, California, a municipal corporation, (hereinafter called "City"), and Habitat Restoration
Sciences, Inc. whose principal place of business is 1217 Distribution Way, Vista, CA 92081 (hereinafter
called "Contractor").
City and Contractor agree as follows:
DESCRIPTION OF WORK. Contractor shall perform all work specified in the Contract documents for the
project described by these Contract Documents (hereinafter called "ProjecY').
PROVISIONS OF LABOR AND MATERIALS. Contractor shall provide all labor, materials, tools,
equipment, and personnel to perform the work specified by the Contract Documents unless excepted
elsewhere in this Contract.
CONTRACT DOCUMENTS. The Contract Documents consist of this Contract, exhibits to this Contract,
Contractor's Proposal, the Plans and Specifications, the General Provisions, addendum(s) to said Plans
and Specifications, and all proper amendments and changes made thereto in accordance with this Contract
or the Plans and Specifications, all of which are incorporated herein by this reference. When in conflict,
this Contract will supersede terms and conditions in the Contractor's proposal.
LABOR. Contractor will employ only skilled workers and abide by all State laws and City of Carlsbad
Ordinances governing labor.
GUARANTEE. Contractor guarantees all labor and materials furnished and agrees to complete the Project
in accordance with directions and subject to inspection approval and acceptance by: Kvle Lancaster
(City Project Manager)
WAGE RATES. The general prevailing rate of wages for each craft or type of worker needed to execute
the Contract shall be those as determined by the Director of Industrial Relations pursuant to Sections 1770,
1773 and 1773.1 of the Labor Code. Pursuant to Section 1773.2 of the Labor Code, a current copy of the
applicable wage rates is on file in the Office of the City Engineer. Contractor shall not pay less than the said
specified prevailing rates of wages to all workers employed by him or her in execution of the Contract.
Contractor shall be responsible for insuring compliance with provisions of section 1777.5 of the Labor Code
and section 4100 et seq. of the Public Contracts Code, "Subletting and Subcontracting Fair Practices Act."
The City Engineer is the City's "duly authorized officer" for the purposes of section 4107 and 4107.5.
The provisions of Part 7, Chapter 1, of the Labor Code commencing with section 1720 shall apply to the
Contract for work.
A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the
requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract
for public work, unless currently registered and qualified to perform public work pursuant to Section 1725.5.
This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which
generally requires keeping accurate payroll records, verifying and certifying payroll records, and making
them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
SEDIMENT REMOVAL AT THE CROSSINGS
CONT. NO. PKRC642 Page 1 of 7 City Attorney Approved 9/27/2016
Tracking #:
FALSE CLAIMS. Contractor hereby agrees that any contract claim submitted to the City must be asserted
as part of the contract process as set forth in this agreement and not in anticipation of litigation or in
conjunction with litigation.
Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act,
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 the information.
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 and 3.32.028 pertaining
to false claims are incorporated herein by reference.
Contractor hereby acknowledges that the filing of a false claim may subject the Contractor to an
administrative debarment proceeding wherein the contractor may be prevented from further bidding on
public contracts for a period of up to five years and that debarment by another jurisdiction is grounds for
the City of Carlsbad to disqualify the Contractor or subcontractor from partic� ating in contract bidding.
Signature:
Print Name: � � � �
REQUIRED INSURANCE. The successful contractor shall provide to the City of Carlsbad, a Certification
of Commercial General Liability and Property Damage Insurance and a Certificate of Workers'
Compensation Insurance indicating coverage in a form approved by the Catifornia lnsurance Commission.
The certificates shall indicate coverage during the period of the contract and must be furnished to the City
prior to the start of work. The minimum limits of liability insurance are to be placed with California admitted
insurers that have a current BesYs 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 BesYs 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.
Commercial General Liability Insurance of Injuries including accidental death, to any one person in an
amount not less than........$1,000,000
Subject to the same limit for each person on account of one accident in an amount not less than
....... $1,000,000
Property damage insurance in an amount of not less than........$1,000,000
Automobile Liability Insurance in the amount of $1,000,000 combined singte limit per accident for bodily
injury and property damage. In addition, the auto policy must cover any vehicle used in the performance of
the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or non-
scheduled. The automobile insurance certificate must state the coverage is for "any auto" and cannot be
limited in any manner.
The above policies shall have non-cancellation clauses providing that thirty (30) days written notice shall
be given to the City prior to such cancellation.
The policies shall name the City of Carlsbad as an additional insured. The full limits available to the named
insured shall also be available and applicable to the City as an additional insured.
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.
BUSINESS LICENSE. The Contractor and all subcontractors are required to have and maintain a valid
City of Carlsbad Business License for the duration of the contract.
SEDIMENT REMOVAL AT THE CROSSINGS
CONT. NO. PKRC642 Page 2 of 7 City Attorney Approved 9/27/2016
Tracking #:
INDEMNITY. The Contractor shall assume the defense of, pay all expenses of defense, and indemnify and
hold harmless the City, and its officers and employees, from all claims, loss, damage, injury and liability of
every kind, nature and description, directly or indirectly arising from or in connection with the performance
of the Contract or work; or from any failure or alleged failure of Contractor to comply with any applicable
law, rules or regulations including those related to safety and health; and from any and all claims, loss,
damages, injury and liability, howsoever the same may be caused, resulting directly or indirectly from the
nature of the work covered by the Contract, except for loss or damage caused by the sole or active
negligence or willful misconduct of the City. The expenses of defense include all costs and expenses
including attorneys' fees for litigation, arbitration, or other dispute resolution method.
JURISDICTION. The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for
resolution of any disputes between the parties arising out of this agreement is San Diego County,
California.
Start Work: Contractor agrees to start within ten working days after receipt of Notice to Proceed.
Completion: Contractor agrees to complete work within twenty working days after receipt of Notice to
Proceed.
CONTRACTOR'S INFORMATION.
Habitat Restoration Sciences, Inc.
(name of Contractor)
1217 Distribution V'
(street address)
842661
(Contractor's license number)
A & C27, 7/31/2018
(license class. and exp. date)
1000003125
(DIR registration number)
6/30/2018
(DIR registration exp. date)
ista, CA 92081
(city/state/zip)
760-479-4210
(telephone no.)
760-479-4190
(fax no.)
mgirard@hrs.dudek.com
(e-mail address)
//
//
//
//
//
//
//
SEDIMENT REMOVAL AT THE CROSSINGS
CONT. NO. PKRC642 Page 3 of 7
City Attorney Approved 9/27/2016
Tracking #:
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
By: �/
� (sign here)
L4v�f /'/w��IGvS ' >cc�?'ai�i
(print name/title)
By:
(sign here)
CITY OF CARLSBAD, a municipal corporation
of the State of California
By:
Park R cr on Director
A EST: �
� l . IV � �- d _Y��� �
L i��� l� �
BARBARA ENGLESON "
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
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY: ` f-f'G'��['���-r—�
--�nt City Attorney
���
SEDIMENT REMOVAL AT THE CROSSINGS
CONT. NO. PKRC642 Page 4 of 7 City Attorney Approved 9/27/2016
Tracking #:
EXHIBIT A
LISTING OF SUBCONTRACTORS BY GENERAL CONTRACTOR
Set forth below is the full name and location of the place of business of each sub-contractor whom the
Contractor proposes to subcontract portions of the Project in excess of one-half of one percent of the total
bid, and the portion of the Project which will be done by each sub-contractor for each subcontract.
NOTE: The Contractor understands that if it fails to specify a sub-contractor for any portion of the Project
to be performed under the contract in excess of one-half of one percent of the bid, the contractor
shall be deemed to have agreed to perForm such portion, and that the Contractor shall not be
permitted to sublet or subcontract that portion of the work, except in cases of public emergency or
necessity, and then only after a finding, reduced in writing as a public record of the Awarding
Authority, setting forth the facts constituting the emergency or necessity in accordance with the
provisions of the Subletting and Subcontracting Fair Practices Act (Section 4100 et seq. of the
California Public Contract Code).
If no subcontractors are to be employed on the project, enter the word "NONE."
SUBCONTRACTORS
Portion of Project to Business Name and Address DIR Registration License No., % of
be Subcontracted No. Classification 8 Total
Ex iration Date Contract
� �
Total % Subcontracted:
The Contractor must perform no less than fifty percent (50%) of the work with its own forces.
SEDIMENT REMOVAL AT THE CROSSINGS
CONT. NO. PKRC642 Page 5 of 7 City Attorney Approved 9/27/2016
Tracking #:
EXHIBIT B
SCOPE OF WORK
Habitat Restoration Sciences, Inc. (HRS) will clean-out sediment in a drainage swale and inlet at the
corner of Palomar Airport Road and College Boulevard.
Task 1 — Sediment Removal
HRS will use a mini-excavator to remove 80 Cubic Yards of sediment from the project site. All removed
material wiil be loaded into dump trucks and taken to the golf course for distribution within access roads or
other approved locations as directed by the City. All areas where soil is dumped will be graded out using a
tracked skidsteer to allow for an even distribution of the material. No hydroseed or BMPs will be installed
at the soil disposal locations. The areas will be track walked with the skidsteer to compact the soil and
prevent erosion.
The area impacted by performance of the sediment removal will be hydroseeded upon completion of the
removal tasks.
Task 2 — Hvdroseed Slope
HRS will hydroseed the area impacted by performance of the sediment removal. The hydroseed slurry will
be wood fiber mulch applied at 2,000 Ibs./acre, and binder material at 100 Ibs./acre with the seed mix shown
below. This task will be completed at the same time as Task 1.
Scientific Name Common Name Lbs/Acre
Acmispon glaber Deerweed 2
Artemisia californica Coastal Sagebrush 3
Encelia califomica California Bush Sunflower 2
Eriogonum fasciculatum Buckwheat 2
Eschscho/zia ca/ifornica California Poppy 2
Isocoma menziesii Coast goldenbush 2
Lasthenia califomica Goldfields 1
Salvia apiana White Sage 1
Salvia mellifera Black Sage 1
Stipa pulchra Purple needlegrass 2
Vulpia microstachys Small fescue 2
Total 20
Exclusions
• Permit fees, electrical fees, hazardous materials removal, coring, boring or rock breaking
• Creation of SWPPP plans
• Long-term maintenance or monitoring
• Street sweeping
• Vegetation removal (with the exception of minor limbing to allow equipment access)
SEDIMENT REMOVAL AT THE CROSSINGS
CONT. NO. PKRC642 Page 6 of 7 City Attorney Approved 9/27/2016
Trackin g #:
Assumqtions
• Areas will be dry enough for equipment access when work is scheduled
FEE SCHEDULE
ITEM NO. DESCRIPTION PRICE
1 Task 1— Sediment Removal $19,500.00
2 Task 2— Hydroseed Slope $1,500.00
TOTAL $21,000.00
Agreement amount shall not exceed $21,000.0
SEDIMENT REMOVAL AT THE CROSSINGS
CONT. NO. PKRC642 Page 7 of 7 City Attorney Approved 9/27/2016
BOARD RESOLUTION OF HRS APPOINTING OFFICERS
DULY PASSED on November 15, 2016
APPOINTMENT OF OFFICERS
RESOLVED, that the following persons are elected to the offices indicated next to their names to serve until their
successors shall be duly elected, unless he or she resigns, is removed from office or is otherwise disqualified from
serving as an officer of this corporation, to take their respective offices immediately upon such appointment:
Office Name
President Mark Girard
Executive Vice President Andy Thomson
Vice President Kevin DiSabatino
Secretary Robert Kyle Matthews
Chief Financial Officer Dave Carter
Assistant Secretary Pete Trotta and Loren K Roach
RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby authorized to do
and perForm any and all such acts, including execution of any and all documents and certificates, as such officers
shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions.
RESOLVED FURTHER, that any actions taken by such officers prior to the date of the foregoing resolutions adopted
hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts
and deeds of this corporation.
It is hereby certified by the undersigned that the foregoing resolution was duly passed by the Board of Directors
of the above-named Company on the 15th day of November 2016, in accordance with the Memorandum or By-
Laws and Articles of Incorporation of the Company and the laws and by-laws governing the Company and that the
said resolution has been duly recorded in the Minute Book and is in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary, and affixed the corporate seal of the said
corporation, this day of May 25, 2017.
,,r-J%r �•-
G-� �-' �'��
.f' G-z 1'' :� O"...' ,''r ___....._„_ �_ ______...._._.._ .
•-�� - -
Robert Kyle Matthews, Secretary
Corporate Seal
e.--� HABIT-1 OP ID: VP
ACORD DATE (MM/OD/YYYY)
�,,.,,.- CERTIFICATE OF LIABILITY INSURANCE o7�osno�7
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 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(si.
PRODUCER CONTACT Rancho Mesa Insurance Services
NAME:
Rancho Mesa Insurance Services PHONE FAX
250 Riverview Parkway #401 ac No Ext : 619-937-0164 _�,o,i�No�_ 619-937-0168 ___
Santee, CA 92071 E-Ma� -- --
ADORESS:
INSURED Habitat Restoration Sciences,
Inc.
1217 Distribution Way
Vista, CA 92081
CITYGA4
20044
COVERAGES CERTIFICATE NUMBER: 3 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED A80VE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTAND�NG 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 �D SU POLICV EFF POUCY EJ(P LIMITS
lTR INSO 1M/D POLICY NUMBER MM/DD/VYYY MM/DD(YYYY
A X j COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 'I,OOO,OO
--� —
� CLAIMS-MAOE � occuR X X 6049996792 07/15/2017 07/15/2018 PREnn�-�SES� a o�c�R�A�� en� g 10Q00
X� PD DED 1,000 MED EXP (Any one person) � 15,00
---I ------..._- -------_ ------
PERSONAL&ADVINJURY $ 'I�OOO,OO
GEN'LAGGREGATELIMITAPPLIESPER: GENERALAGGREGATE $ 2,000,00
X --- - �--._.__.---------------'-------
� PO��CY � ECT n LOC PRODUCTS - COMP/OP AGG $_ 2,000,00
OTHER' $
AUTOM081LE LIABILITY COMBINED SINGLE LIMIT $ ��OOO�OO
Ea accident
B X ANYAUTO 6049951075 07/15/20i7 07ii5i2�i8 BODILYINJURY(Perperson) $
ALLOWNED SCHEDUIED BODILYINJURY(Peraccident) $
AUTOS __ AUTOS
X X NON-OWNED PROPERTY DAMAGE $ � �
HIRED AUTOS AUTOS Per accident
COMPICOLL DED $ 10001100
U�ABRELLALiA6 X OCCUR EACHOCCURRENCE $ $,OOO,OO
--- — — ------------
(,' i( I EXCESS LIAB CLAIMS-MADE LAI7EXC8776091V 07/15/2017 07/15/2018 AGGREGATE $ S,D��r��
� DED RETENTION $ $
WORKERS COMPENSATION X PER OTH-
AND EMPLOVERS' LIABILITY STATUTE ER
� ANYPROPRIETOR/PARTNERlEXECUTIVE Y� X HAWC807339 07/15/2017 07/15l2018 E.L.EACHACCIDENT $ �r��0���
OFFICERlMEMBER EXCLUDED? N � A
(Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ �,0�0,��
R yes, describe under
DESCRIPTION OF OPERATIONS below E.L DISEASE - POUCY LIMIT $ 'I�OOO�OO
q RentedlLeased 6049951089 07/15/2017 07/15/2D18 Limit 500,00
Equipment Ded 1,00
DESCRIPTION OF OPERATIONS 1 IOCATIONS / VEHIC�ES (ACORD 701, Additlonal Remarks Sehedule, may be attached if more space Is required)
RE: EROSION CONTROL MAINTENANCE GRADING AT THE CROSSING GOLF COURSE. THE
CITY OF CARLSBAD, ITS AGENTS, OFFICERS, OFFICIALS, EMPLOYEES AND VOLUNTEERS
ARE INCLUDED AS ADDITIONAL INSURED PER FORM CNA75079XX (1-15) ATTACHED.
PRIMARY AND NON-CONTRIBUTORY WORDING APPLIES.
CITY OF CARLSBAD
PARKS PLANNER
799 PINE AVE., STE 200
CARLSBAD, CA 92008
ACORD 25 (2074/01)
INSURER A: Valley Forge Insurance Co
�N5URER B: Continental insurance Company
INSURER C: Navfgators Insurance Company
INSURER D: Berkshire Hathaway Homestate
INSURER E :
SHOULD ANY OF THE ABOVE DESCRIBED PO�ICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POI.ICY PROVISIONS.
AUTHORIZED REPRESENTATIVE �
�� �
O 1988-2094 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
✓
�
U
C�: I;1
CNA PARAMOUNT
Blanket Additional Insured - Uwners, Lessees or
Contractors - with Products-Completed
Operations Coverage Endorsement
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
It is understood and agreed as follows:
I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named
Insured is reguired by written contract to add as an additional insured on this coverage part, including any such
person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such
person or organization is an Insured only with respect to such person or organization's liability for:
A. unless paragraph B. below applies,
1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts
or omissions by or on behalf of the Named Insured and in the performance of such Named Insured's
ongoing operations as specified in such written contract; or
2. bodily injury or property damage caused in whole or in part by your work and included in the products-
completed operations hazard, and only if
a. the written contract requires the Named Insured to provide the additional insured such coverage; and
b. this coverage part provides such coverage.
B. bodily injury, property damage, or personal and advertising injury arising out of your work described in such
written contract, but only if:
1. this coverage part provides coverage for bodily injury or property damage included within the products
completed operations hazard; and
2. the written contract specifically requires the Named Insured to p�ovide additional insured coverage under
the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037.
�
_
�
II. Subject always to the terms and condi#ions of this policy, including the limits of insurance, the Insurer will not provide
such additional insured with:
A. coverage broader than required by the written contract; or
B. a higher limit of insurance than required by the written contract.
III. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property
darnage, or personal and advertising injury arising out of:
A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services,
including:
1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys,
field orders, change orders or drawings and specifications; and
2. supervisory, inspection, architectural or engineering activities; or
B. any premises or work for which the additional insured is specifically listed as an additional insured on another
endorsement attached to this coverage part.
IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABI�ITY CONDITIONS,
the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional
insured whether on a primary, excess, contingent or any other basis. However, if this insurance is required by written
GNA75079XX (1-15) Policy No:
Page 1 of 2 Endorsement No:
VALLEY FORGE INSURANCE COMPANY Effective Date:
If1SUfed Nafll@: HABITAT RESTORATION SCIENCES, INC.
Copyright CNA All Rights Reserved. Indudes copyrighted material of Insurance Services O�ce, Inc., with its pertnission
6049996792
07/15/2017
�l_1
CNA PARAMOUNT
Blanket Additional Insured - Owners, Lessees or
Contractors - with Products-Completed
Operations Coverage Endorsement
contract to be primary and non-contributory, this insurance will be primary and non-contributory relative solely to
insurance on which the additional insured is a named insured.
V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL
LIABILITY CONDITIONS is amended as follows:
The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition
of the following:
Any additional insured pursuant to this endorsement will as soon as practicable:
1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim;
2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the
additional insured has for any loss covered under this coverage part;
3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the
investigation, defense, or settlement of the claim; and
4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program
applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires
this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which
the additional insured is a named insured.
The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer
receives written notice of a claim from the additional insured.
VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to
add the following definition:
Written contract means a written contract or written agreement that requires the Named Insured to make a person
or organization an additional insured on this coverage part, provided the contract or agreement:
A. is currently in effect or becomes effective during the term of this policy; and
B. was executed prior to:
1. the bodily injury or property damage; or
2. the offense that caused the personal and advertising injury
for which the additional insured seeks coverage.
Any coverage granted by this endorsement shall apply solely to the extent permissible by law.
All other terms and conditions of the Policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect
on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and
expires concurrently with said Policy.
CNA75079XX (1-15)
Page 2 of 2
VALLEY FORGE INSURANCE COMPANY
POIiCy NO: 6049996792
Endorsement No:
Effective Date: o�/ls/2o1�
Insured Name: HABITAT RESTORATION SCIENCES, INC.
Copyright CNA All Rights Reser�ed. Includes copyrighted material of Insurance Services Office, Inc., with its permission.
�
CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
�'a
B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a
$1,000. limit.
24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named
Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure.
25. WAIVER OF SUBROGATION - BLANKET
Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to
add the following:
The Insurer waives any right of recovery the Insurer may have against any person or organization because of
payments the Insurer makes for injury or damage arising out of:
1. the Named Insured's ongoing operations; or
2. your work included in the products-completed operations hazard.
However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in
a written contract or written agreement, and only if such contract or agreement:
1. is in effect or becomes effective during the term of this Coverage Part; and
Z. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the
claim.
26. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS
Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any
construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up)
insurance program by applicable state statute or regulation.
If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary
endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance
Programs (C.C.I.P.) is attached, then the following changes apply:
A. The following wording is added to the above-referenced endorsement:
With respect to a consolidated (wrap-up) insu�ance program project in which the Named Insured is or was
involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as
damages because of:
1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's
ongoing operations at the project, or during such operations of anyone acting on the Named Insured's
behalf; nor
2. Bodily injury or property damage included within the products-completed operations hazard that arises
out of those portions of the project that are not residential structures.
B. Condition 4. Other Insurance is amend to add the following subparagraph 4.b.(1)(c):
This insurance is excess over:
(c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available
to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up)
insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-upj
insurance program.
CNA74705XX (1-15) POIiCy No: 6049996792
Page 16 of 17 Endorsement No:
VALLEY FORGE INSURANCE COMPANY Effective Date: o �/ 15 / 2 o Z �
(�SUf2d NeI110: HABITAT RESTORATION SCIENCES, INC.
Copyright CNA All Rights Reserved. InGudes copyrighted material of Insurance Services Otfice, Inc., with its permission.
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10B
{Ed. 9-14)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA
BLANKET BASIS
We have the right to recover our payments from anyone liable for an injury covered by this policy. We wiil not enforce
ou� right against the person or organization named in the Schedule. (This agreement applies only to the extent that you
perform work under a written contract that requires you to obtain this agreement from us.)
The additional premium for this endorsement shall be 2% of the total manuai premium otherwise due on such
remuneration. The minimum premium for this endorsement is $350.
This agreement shall not operate directiy or indirectly to benefit anyone not named in the Schedule.
SCHEDULE
BLANKET WAIVER
PersanlOrganiaation Blanket Waiver — Any person ar organization for whom the Named Insured has
agreed by written contract to furnish this waiver.
Job Desc�iption
Waiver Premium
All CA Operations
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information belaw is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 07/1512017 Policy No. HAWC$07339 Endorsement No.
Insured Habitat Restoration Sciences, Inc.
Premium $
Insurance Company Berkshire Hathaway Homestate Ins Co
Countersigned by
WC 99 04 106
(Ed. 9-14)
ENV1628
AGREEMENT FOR RECYCLING PROGRAM EDUCATION AND IMPLEMENTATION
SERVICES FOR SCHOOL DISTRICTS
I LOVE A CLEAN SAN DIEGO
THIS GREEMENT is made and entered into as of the � day of
� , 2017, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and I LOVE A CLEAN SAN DIEGO, a private, non-profit California
corporation, ("Contractor").
RECITALS
A. City requires the professional services of a contractor that is experienced in
education and implementation of environmental programs related to recycling in schools.
B. Contractor has the necessary experience in providing professional services and
advice related to education on, and implementation of school recycling programs.
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 four (4) 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 during the initial Agreement term will be
twenty seven thousand dollars ($27,000). 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 thirty five thousand dollars ($35,000) 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".
City Attorney Approved Version 4/1/15
ENV1628
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
ic� 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 befinreen 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 attorney's
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 as a result of the negligence, recklessness or willful misconduct of the Contractor
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
City Attorney Approved Version 4/1/15
ENV1628
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.
10.1 Coveraqe 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 Liabilitv Insurance. $2,000,000 combined single-limit per
occurrence for bodily injury, personal injury and property damage. If the submitted policies contain
aggregate limits, general aggregate limits will apply separately to the work under this Agreement
or the general aggregate will be twice the required per occurrence limit.
10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's work
for City). $1,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Emplover's Liabilitv. 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.
10.2 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 Providinq 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 Coveraqe. 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
City Attorney Approved Version 4/1/15
ENV1628
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 new work product produced by Contractor or its agents, employees, and subcontractors made
specifically for 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 Citv For Contractor
Name Avecita Jones Name Moriah Saldana
Title Management Analyst Title Manager of Regional Affairs
Department Public Works Address 2508 Historic Decatur Rd. Suite 150
City of Carlsbad San Diego CA 92106
Address 1635 Faraday Avenue Phone No. 619-704-2782
Carlsbad CA 92008 Email msaldana@cleansd.org
Phone No. 760-602-7542 619-704-2782
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.
City Attorney Approved Version 4/1/15
4
ENV1628
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 four categories.
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
City Attorney Approved Version 4/1/15
ENV1628
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.
City Attorney Approved Version 4/1 /15
ENV1628
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
I LOVE A CLEAN SAN DIEGO, a private,
non-profit California corporation
By: �f / �
�
,,
<
,r
(sign here)
T C1��� i`�i�l�c�'
(print name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
�,�-y�'��
Elaine Lukey / Publi s Director as
authorized by the City Manager
By:
_ % ,�� L7/C-2._-��
(sign here)
� �..� � � i�` � � ��
(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
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY: �-���.�,�'�L��A
Deputy City Attorney
„� City Attorney Approved Version 4/1/15
E=NV1628
EXHIBIT "A"
SCOPE OF SERVICES
Task 1- Implementation and Evaluation
We will work with schools to assist and assess compliance with state and local recycling
regulations. Subtasks may include, and are not limited to:
• Work in areas at targeted schools which do not have recycling progr��ms that
capture designated recyclables and/or that are not in compliance with state and local
regulations so that they understand the benefits of participating in the program.
• Continue to strengthen existing programs with materials, consulting, and education.
• Expand recycling and waste reduction initiatives to include lunchtime — milk cartons,
CRV, rigid plastics, food donation and food sharing tables — at school sites interested in
optimizing their recycling efforts.
• Assist in implementing recycling programs that can include food donation cornposting
and/or vermicomposting, source reduction and reuse.
� Liaison with district/school/teachers, janitorial and administrative staff.
� Make recommendations for bin collection placement that works for teacher, janitors and
students.
• Deliver supplies such as interior and exterior bins, stickers and educational posters.
• Work with waste & recycling hauler to right size service.
Implementation activities may include the following services:
• SOW: Modify this scope of work to meet City requirements (per Kick-off Meetiing)
� MOU: Develop Memorandum of Understanding between City of Carlsbad and school
districts within the City of Carlsbad boundaries as to access school grounds and provision
of signage and equipment.
• Develop Policies: The team highly recommends policy review and policy
implementation to ensure integration of the recycling program into the school
culture. Previous experience has shown us that programs struggle when relied upon
by a single advocate or staff member. Integrating the recycling into the school culture
through policy development and shared responsibilities helps ensure long term
success, even as enthusiasts come and go. The following subtasks are proposed to assist
the districts in successful recycling policy development:
o Develop or review District and City policy for required separation for recyclables
in all buildings and grounds.
o Review waste and recycling hauler contract(s) and recommend amendments if
needed to meet source separation programs requirements. Provide right-sized
service recommendations at each school as needed.
o Develop policy to meet current State mandate for organic material recycling.
• Program development and planning services which include but are not limited to:
o Site visits to learn about actual practices, setup and constraints.
� City Attorney Approved Version 4/1/15
ENV1628
o Consultations with management and facilities staff on the setup and servicing
of waste and recycling on school sites, provide right-sized waste and recycling
hauler service recommendations.
o Meeting with custodial staff to explain program and standardize practices across
school sites.
o Establish collection alternatives per interest and culture of school (each school's
program may be slightly different; for example, some schools keep beverage
containers and redeem the cash for student activities, other schools put the
containers in their big bin for their waste and recycling hauler to recycle).
■ Student-led effort to deliver classroom recycling pails to central
collection container. Often accomplished through a Green Team or Student
Classroom Leaders Program
■ Custodian-led effort to collect recycling from classrooms (along with the
trash as already occurs).
o Equipment
■ Carts, Slimline's, pails
• Research available options for blue recycling bins and make
recommendations on blue bin placement in offices, staff rooms,
kitchens, lunch area, common areas and classrooms. The team may
recommend converting existing trash bins to recycle bins. The team
will also confirm what equipment may be available from the school's
waste and recycling hauler. Any additional bins needed at the
school is assumed to be supplied by the City and/or District.
Equipment purchase and costs are not included in this scope of
work.
■ Posters, stickers (design)
• Coordinate with City staff and assist with design and selection of
recycling posters and bin stickers. Printing and materials purchase
are not included in this scope of work.
o Presentation for school site staff — principals, teachers on the setup of the
program and their responsibilities to keep it functional.
o Student presentations (such as student council or green teams) on the setup
of the program,
o Troubleshooting and follow-up
• Organic Materials
Recycling plan
o Secure location for end use (including waste and recycling hauler options and
onsite options such as composting at school garden)
o Pilot separation, collection, and diversion in up to two (2) pilot schools
City Attorney Approved Version 4/1/15
�
E=NV1628
Beyond the initial compliance with state and local regulations:
• Educate staff on AB1826 Mandatory Organics Recycling
• Consultations with food service staff on reducing waste at meal times, increase
diversion rates of recyclable materials (including organic material)
• Talk to districts about development of district wide 'waste reduction anci
sustainability policies'
Task 2- Education and Outreach
The training task is core to the program scope and vital for success. Schools that have trained
their students and staff experience high participation and less contamination. �This task
ensures all levels of staff and students are informed of the new program on campus. The
team will also educate all on recycling importance and how-to's.
o Faculty staff
i. Meet with faculty/staff, explain program and decide collectior� system,
identify equipment needs
ii. Staff and teacher training on new and
improved program
o Maintenance Staff
i. Meet at Safety meeting and explain program and important role of
maintenance staff and custodians
ii. Set up tour to see how the mixed recyclables are separated at the material
recycling facility MRF (optional, though highly recommended �3nd very
educational to those who participate)
o Students
i. Hold assemblies to launch the new and improved program and train
students on recycling practices at their particular school. Students will
leave the assembly with a greater understanding of why recyc:ling and
adopting sustainable habits are important to the environment and
community. Topics will also include waste reduction, litter prevention,
and sustainable daily habits that encourage students to make small
changes to their behavior that result in a large impact for the
environment and community. Typically, elementary schools require two
assemblies per school to reach the entire school while breaking the
students up into manageable groups. ILACSD will provide up to 18
assemblies, or two per school. ILACSD will review additional requests for
assemblies on a case by case basis.
Task 3- Monitorin� and Reportin� Pro�ram
Pre and post-implementation monitoring will be conducted to track diversion and
recycling rates at the targeted schools. Monitoring support will be provided through
additional assistance and troubleshooting as necessary for schools that have completed
implementation and education. Continued support helps ensure early learning stages of
City Attorney Approved Version 4/1/15
io
ENV1628
their program. Schools are not expected to have perfect results at the outset but with
support, time and practice, new habits will form and recycling rates will steadily increase.
• Documenting implementation activities into, and maintaining, a site visit and implementation
summary form. Update/maintain spreadsheets that track hauling services schedules and
waste/recycling capacities. Progress reports on implementation status of schools will be
provided with monthly invoices
� Establish pre-implementation and post-implementation diversion estimates for each school
site
� Post-implementation monitoring and support activities include two site visits three to six
months' post- implementation/education, as time allows:
o Audit bins
o Interview key players
o Suggest improvements
Task 4: Administration & Reporting
Program administration activities will include staff timesheets, monthly invoicing, contract
meetings, and
other monthly reporting not included in Implementation or Monitoring.
Tasks by Month (estimated)
School Recycling Assistance Program Month
(9 Schools)
Task 1 2 3 4 5 6 7 8 9 10 11 12
1. Modify SOW and Kick-Off X
2. Develop Memorandum of Understanding X X X
3. Policies X X X
Develop District and City policy X X x
Review/ Recommend Hauler contracts x X X
Develop policy for organics. " x X
4. System design X X X
All sort into blue X X"
Establish collection alternatives x X x
Equipment x X "
Organic Diversion plan (Pilots at 2 schools) X X X X X x X X
5. Training (including meetings) X X X X X X X X
Faculty staff X X X
Maintenance Staff X" X X
Students X X x x X
6. Monitor Program X X X X X X
7. Administration & Reporting X X X X X X X X X X X X
City Attorney Approved Version 4/1 /15
iI
E:NV1628
Tasks by Hours (estimated, actual hours by major task will be billed)
School Recycling Assistance Program (9 Schools) Total
Task
1. Modify SOW and Kick-Off g
2. Develop Memorandum of Understanding 8
3. Policies
Develop District and City policy 12
Review/Recommend Hauler contract(s) 12
4. System design
All sort into blue g
Establish collection alternatives 18
Equipment 38
Organic Diversion plan (Pilots at 2 schools) 24
5. Training (including meetings)
Faculty staff 36
Maintenance Staff 24
Students Flat rate per assembly
6. Monitor Program 32
7. Administration & Reporting Included in assembly
flat rate
Bud�et:
220 hours for program implementation X$90/hour =$19,800.00
18 assemblies X$400 per assembly =$7,200.00
Total program cost = $27,000.00
City Attorney Approved Version 4/1/15
1Z
���
ACORO�
�...�
ILOVE-1
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
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 ri hts to the certificate holder in lieu of such endorsement s.
858-391-3001 CONTACT Leigh Shelton
PRODUCER NAME:
Springbrooklnsurance Agency PHONE g58-391-3001 FAX 858-391-3010
10650 Treena Street Suite 105 �aic, No, Ext): (AIC, No�:
San Diego, CA 92131.2435 AooR�Ess: �eigh@springbrookins.com
Russell Lail .,,,.,,.,�.,,�..«„e„�.�,-��„�o„�� tin�ce
Nonprofits' Insurance Alliance �10023
iNsuReo � Love a Clean San Diego
Attn: Ann Hirsch
2508 HistoricDecaturRdSte 150
San Diego, CA 92106-6175
c:
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 7ypE OF INSURANCE ADDL SUBR ppLICY NUMBER POLICY EFF POLICY EXP LIMITS
A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE g �,QOO,OOO
CLAIMS-MADE � OCCUR X 201715330 03/17/2017 03/�7/2018 DAMAGE TO RENTED 5QQ,QQQ
P M E ccu $
MED EXP An one erson 5 Z�,���
PERSONAL & ADV INJURY $ � eOOO,OOO
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000
POLICY � JECT � LOC PRODUCTS-COMP/OPAGG $ Z�OOO,OOO
OTHER: COMBINED SINGLE LIMIT 'I ,OOO,OOO
A AUTOMOBILE LIABILITY accide t g
X ANY AUTO X 201715330 �3117/2017 03/17/2018 BODILY INJURY Per erson $
OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY Per accident 3
�( HIRED X NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY Per accident $
X comp X coll ded $ 500
A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ ��OOO�OOO
EXCESS LIAB CLAIMS-MADE 201715330 03/17/2017 03/17/2018 qGGREGATE $
DED RETENTION $
PER OTH-
WORKERS COMPENSATION TAT T
AND EMPLOYERS' LIABILITY y I N
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 I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
City of Carlsbad is named as additional insured per the attached CG2026
0413.
CITYCAR
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Carlsbad/CMWD
c/o EXIGIS Ins Compliance Svcs AUTHORIZED REPRESENTATIVE
P. O. Box 6448-ECM #35050
New York, NY 10163-4688 �
ACORD 25 (2016103) O 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: 201715330
INSURED: I Love a Clean San Diego County, Inc.
COMMON POLICY CONDITIONS
All Coverage Parts included in this policy are subject to the following conditions.
A. Cancellation
1. The first Named Insured shown in the Declara-
tions may cancel this policy by mailing or deliv-
ering to us advance written notice of cancella-
tion.
2. We may cancel this policy by mailing or deliver-
ing to the first Named Insured written notice of
cancellation at least:
a. 10 days before the effective date of cancel-
lation if we cancel for nonpayment of pre-
mium; or
b. 30 days before the effective date of cancel-
lation if we cancel for any other reason.
3. We will mail or deliver our notice to the first
Named Insured's last mailing address known to
us.
4. Notice of cancellation will state the effective
date of cancellation. The policy period will end
on that date.
5. 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 ef-
fective even if we have not made or offered a
refund.
6. If notice is mailed, proof of mailing will be suffi-
cient proof of notice.
B. Changes
This policy contains all the agreements between
you and us concerning the insurance afforded.
The first Named Insured shown in the Declarations
is authorized to make changes in the terms of this
policy with our consent. This policy's terms can be
amended or waived only by endorsement issued
by us and made a part of this policy.
C. Examination Of Your Books And Records
We may examine and audit your books and re-
cords as they relate to this policy at any time dur-
ing the policy period and up to three years after-
ward.
D. Inspections And Surveys
1. We have the right to:
a. Make inspections and surveys at any time;
IL 00 17 11 98
b. Give you reports on the conditions we find;
and
c. Recommend changes.
2. We are not obligated to make any inspections,
surveys, reports or recommendations and any
such actions we do undertake relate only to in-
surability and the premiums to be charged. We
do not make safety inspections. We do not un-
dertake to perform the duty of any person or
organization to provide for the health or safety
of workers or the public. And we do not warrant
that conditions:
a. Are safe or healthful; or
b. Comply with laws, regulations, codes or
standards.
3. Paragraphs 1. and 2. of this condition apply not
only to us, but also to any rating, advisory, rate
service or similar organization which makes in-
surance inspections, surveys, reports or rec-
ommendations.
4. Paragraph 2. of this condition does not apply to
any inspections, surveys, reports or recom-
mendations we may make relative to certifica-
tion, under state or municipal statutes, ordi-
nances or regulations, of boilers, pressure ves-
sels or elevators.
E. Premiums
The first Named Insured shown in the Declara-
tions:
1. Is responsible for the payment of all premiums;
and
2. Will be the payee for any return premiums we
pay.
F. Transfer Of Your Rights And Duties Under This
Policy
Your rights and duties under this policy may not be
transferred without our written consent except in
the case of death of an individual named insured.
If you die, your rights and duties will be transferred
to your legal representative but only while acting
within the scope of duties as your legal representa-
tive. Until your legal representative is appointed,
anyone having proper temporary custody of your
property will have your rights and duties but only
with respect to that property.
IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 ❑
POLICY NUMBER: 2017-15330
INSURED: I Love a Clean San Diego County, Inc.
COMMERCIAL GENERAL LIABILITY
CG 20 26 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):
Any person or organization that you are required to add as an additional insured on this policy, under
a written contract or agreement currently in effect, or becoming effective during the term of this policy.
The additional insured status will not be afforded with respect to liability arising out of or related to
your activities as a real estate manager for that person or organization.
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II — Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, 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:
1. In the performance of your ongoing operations;
or
2. In connection with your premises owned by or
rented to you.
B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III — Limits Of Insurance:
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.
However:
1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and
2. 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.
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.
CG 20 26 04 13 O Insurance Services Office, Inc., 2012 Page 1 of 1
P�I.ICYHOI.[��R COPY
1�.0. BOX 8� 92, f'LEA�ANTON. CA 94588
C�RTlF1CAT� OF WORK�RS` C�MRENSATiQN IN�UfiANCE
ISSUE hA'FE: a9��7=�Q17
GROWP:
1?QLfCY NUMBER; 90+�29�8-2pS7
CERTIFICATE ]D; q7
��RTIFICATE .�XPtR�S: O�r #3-2pi8
a2-13-20i7/Q2-#3-2018
THIS CERTFFICATE SUPEl2SEUES IWD CORRECTS
C�1�'�IPiC/4TE H 23 QATEP �2-l3-2017
CYTY OF CARI.SBAD, bEP'f OF PiIBLIC YiORKS SP
1635 FARADAY AVE
GARLSBAD CA 92008-7314
This ks to certify that we have issuad e valid Workers' Gampensatipn insurance policy. fn a torm apprdved� 6y, the
GaHfornia Ensu�anCA CqmmiS$I4nQr ta the �mployer named below fqr the policy psri0d indicated.
Thls policy is not sui�ject ta canc�llaYion by che Fund except upon gQ days advance written nptice to the employer.
Ws will also give you 30 days advance notice should this golick he cancslled prior to 1ts normal exgiration.
This certiHaate of insurance is not an insurance policy and does not arnend, extend or alter the coverage afforded
by the pnlicy listed herein. Notwithstanding any requirement, tsrm or condition of any contrsct or o#her daaurnent
with respect tv wh4ch this certi€icate of insurance rnay be issued or to which ft may pertain, the insursnce
effo�ded by the poNcy describad herein is subject to alt the terms, excEusions, and oonditEons, of such policy.
V �y (/�"'q�y"r �rCH'i.�!/`�
Authoriaed i�epfesentative President and CEU
EMPLGYER'S LIA8ILt7Y l.IMtT INCLUDING DE�ENS� COSTS: $1.00O,GOQ PER OCCUCiREN�E.
�NDDR$EMEt�iT H2OB5 ENTIiLED CERTIFICATE HqLL1ERS` NDTIC� SFFECTIVE �2-'13-2�13 i5
ATTACHED 7� ANO �'qliMS A PART OF THTS PQL,xCY.
ENDORSENfENT N2S70 EM'ITLED WAIVER OF SU�ltOGATIflN EFFECTIVE 2017-09-07 YS
A7�'ACHED TQ Al�b PCiRM5 A PART OF THI$ PGLYCY. THII2� PARTY NAME:
CITY QF CAttLSBAD. ��PT OF PU8LIC W�RKS
R��.,�
EMPLOYER
� i.(iVE A CL�AN 5AN DY�GO �(I. , INC. ANq {A SP
N(1N�PRO��T G'ORP)
2908 H3S�'ORiC ���ATUR Rb 5TE 954
SAN DTEEiQ CA 92#0�
cA�v.�-zoia>
[Rt5:5D]
f�itlNYEp ; d9-07-2017
5R