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Graphtek Interactive/Digital Marketing 14
PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and GRAPHTEK INTERACTIVE ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services. related to Digital Marketing Services, as specified in the "Scope of Services" attached hereto. as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of La Quinta and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required. by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it has' carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should Consultant discover any latent or unknown conditions" materially differing from those inherent in the work or as represented by City, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). Last revised 7-3-12 N 1.5 Care of Work and Standard of Work. a. Care of Work. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. The performance of services by Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to City, when such inaccuracies are due to the negligence of Consultant. b. Standard of Work. Consultant acknowledges and understands that the services and work, contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's services and work will be held to a heightened standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Consultant represents to City that it holds the necessary skills and abilities to satisfy the heightened standard of work as set forth in this Agreement. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the `Scope of Services ("Additional Services") when directed to do so by the Contract Officer. Consultant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforeceable. Failure of Consultant to secure the Contract Manager's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time due, whether by way of compensation, restitution, quantum meruit, etc. for Additional Services provided without the appropriate authorization from the Contract Manager. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.2 of this Agreement. 1.7 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit "D" (the "Special Requirements"). In the event of a conflict between the provisions of the Special Requirements and any .other provisions of this Agreement, the provisions of the Special Requirements shall govern. W 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not to exceed One Hundred Twenty Thousand Dollars ($120,000) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the services, payment for time and materials based upon Consultant's rate schedule, but not exceeding the Contract Sum, or such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs'and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." .2.2 Compensation for Additional Services. Additional services approved in advance by the Contract Manager pursuant to Section 1.6 of this Agreement, "Additional Services," shall be paid for in an amount agreed to in writing by both City and Consultant_ in advance, of the Additional Services being rendered by Consultant. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for additional services must be approved by the La Quinta City Council. Under no circumstances shall Consultant receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. 2.3 Method of Billing. Any month in which Consultant wishes to receive payment, Consultant shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City's Finance Director, an invoice for services rendered prior to the, date of the invoice. Such invoice shall (1) describe in detail the services provided, including time and materials, and (2) specify each staff member who has provided services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is for work performed in accordance with the terms of this Agreement. City will pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City's Finance Department. 3 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed diligently and within the time period established in Exhibit B (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may. be approved in writing by the Contract Officer. 3.3 Force Majeure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes .beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. Extensions to the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. 3.4 Term. The term of this agreement shall commence on July 1, 2014 and terminate on June 30, 2015 (initial term). This agreement may be extended for two (2) additional years upon mutual agreement by both parties (extended term). Unless earlier terminated in accordance with Sections 8.7 or 8.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services, except as otherwise provided in the Schedule of Performance. 4.0 COORDINATION OF WORK 4.1 Representative of Consultant. The following principals of Consultant are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions -in connection therewith: a. Kate Spates, President Email: ICA I E �9 GR,AM Ta. C0M 4 It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing principals may not be changed by Consultant and no other personnel may be assigned to perform the service required hereunder without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be the City Manager or such other person as may be designated by the City Manager of City. It shall be Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Consultant shall refer any decisions, which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract with any other entity to . perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.5 City Cooperation. City shall provide Consultant with any plans, publications, reports, 'statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to Consultant only from or through action by City- 5 5.0 INSURANCE 5.1 Insurance. Prior to the beginning of and throughout the duration of the Work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured (on the Commercial General Liability policy only) shall be delivered to and approved by City prior to commencement of the services hereunder. The following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A -:VI: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Consultant shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Consultant, its officers, any person directly or indirectly employed by Consultant, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads`. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be 6 primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated. in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. All insurance required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without written notice to City . of proposed cancellation. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. 5.2 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Consultant to stop work under this Agreement and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. C. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Consultant's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of work under this Agreement. 5.3 General Conditions pertaining to provisions of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they . include any limiting endorsement of any kind that has. not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval,. modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid s by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to City. .9. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all . responsibility, for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 10. Consultant agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work 'on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self -insured retention, substitution of other coverage, or other solutions. 11. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 12: For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 13. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. G. 14. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 15. Consultant shall provide proof that policies of insurance required herein expiring.during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 20. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 10 21. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 6.0 INDEMNIFICATION. 6.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect; defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Consultant shall not be liable for. any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Consultant. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, area consequence of, or are in any way attributable to, in whole or in part, the performance . of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to. officers, agents, employees or subconsultants of Consultant. 11 6.2 . Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this agreement. In.the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns:or heirs of Consultant and shall survive the termination of this agreement or this section. a. Indemnity Provisions for Contracts Related to Construction. Without affecting the rights of City under any provision of this agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City. b. Indemnification Provision for Desian Professionals. 1. ' Applicability of Section 6.2(b). Notwithstanding Section 6.2(a) hereinabove, the following indemnification provision shall apply to Consultants who constitute "design professionals" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and City's agents, officers, officials, employees, representatives, and departments ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of. Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, anyone directly or indirectly employed by them or anyone that they control. 12 3. Design Professional Defined. As used in this Section 6.2(b), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. 7.0 RECORDS AND REPORTS. 7.1 Reports. Consultant shall regularly prepare and submit to the Contract Officer such reports concerning Consultant's performance of the services required by this Agreement as the Contract Officer shall require. Monthly reports shall be submitted by Consultant and shall be prepared in a manner that is appropriate for City Council review Quarterly reports shall be submitted. by Consultant and shall be prepared in a manner that is appropriate for City Council review. In addition, Quarterly reports shall be due on or about the 5tn of September 2014, December 2014, March 2015, June 2015. 7.2 Records. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs , shall be kept and prepared in accordance with generally accepted accounting principals. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.3 Ownership of Documents. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form, which are prepared by Consultant, its employees, subcontractors and agents in_ the performance of this Agreement, shall be the property of City and shall be delivered to City upon termination of this Agreement or upon the earlier request of the Contract Officer,. and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Consultant shall cause all subcontractors to assign to City any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages suffered thereby. In the event City or any person, firm or corporation authorized by City reuses said documents and materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said documents and materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from said change. 13 The provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect. 7.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to. any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 8.0 ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants -and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may .be permitted by the Contract Officer; provided that if the. default is an immediate danger to the health, safety and general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this section shall be a condition precedent to termination of. this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.7. 8.3 Retention of Funds. City may withhold from any monies payable to Consultant sufficient funds to compensate City for any Fosses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Consultant in the performance of the services required by this Agreement. 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Consultant requiring City's consent or approval shall not be deemed to waive or render 14 unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party . of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights' and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default; to compel , specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination' Prior To Expiration Of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 8.8 for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer.' Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 8.3. 8.8 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.2, take over work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts owed City as previously stated in Section 8.3. 8.9 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. W1 9.0 CITY OFFICERS AND EMPLOYEES: NONDISCRIMINATION. 9.1 Non -liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. No officer or employee of City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or general consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and.either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. To City: CITY OF LA QUINTA Attention: Frank Spevacek City Manager 78-495 Calle Tampico La Quinta, California 92253 16 To Consultant: GRAPHTEK INTERACTIVE Attention: Kate Spates President 72185 B Painters Path Palm Desert, California, 92260 10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this -Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 10:5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINIa California municipal corporation k, City Manager Date ATTEST: Susan Maysels, City ClVk 17 APPROVED AS TO FORM: ' SIGNED IN COUNTERPART M. Katherine Jenson, City -,Attorney CONSULTANT / ��G� �(}rGi� (�,MFR-Acfiv= Name: 1Ai c.MP-4— Na Title: C F 0 Date: �� tii G lZ 2c�1 18 APPROVED AS TO FORM: u atherine Jenson, CONSULTAN/'Y. T r L (Nfi� t2 �c`f�1V By' -- Name: Title: C F Date: TVA C 12 Zc�i�k 18 Exhibit A Scope of Services Digital Marketing Budget/Plan Consultant will develop a budget that includes a strategic digital media plan, website management, updates and account management established by the City. The plan will contain specific information on how the Consultant will plan, coordinate, and oversee all online advertising/marketing efforts including, but not limited to, media placement, recommendations, optimizations, reporting, verifying insertion of approved online advertising, and otherwise verify proper execution of digital advertising campaign. Playinlaquinta.com website • Create interactive vacation rental directory with a filter for La Quinta properties. • Convert existing Art, Bike, & Park maps into interactive online. maps. • Monthly - content updates including calendar, local. attractions, local business specials • Search Engine Optimization • Social Integration — add live feeds from social channels Travel website ad campaign Consultant has identified a portion of the budget to be used for an advertising campaign with travel resources websites such as Travelocity, Expedia, TripAdvisor, Visit California, Sunset Magazine, Orbitz and other well -visited local sites. Consultant will advise on ad placements and provide an annual campaign timeline and create vibrant, colorful, attractive web ads that .get results. Social Media Management Consultant will be responsible to maintain the operation of the City's Facebook page fb.com/CityofLaQuinta and Twitter @CityofLaQuinta. Consultant will provide: • Content creation o Consultant will create a monthly communication schedule to be approved prior to scheduling which would include regular posts promoting local events, attractions, businesses, community outreach. o Consultant will monitor and reschedule on an as needed basis. • Build Audience o Consultant will use HootSuite (or similar software) to schedule posts using proper hashtags and mentions for greater engagement and increase new likes and follows. o Monitoranalytics for Facebook & Twitter ads to ensure results. o Facebook advertising to increase likes to increase likes and advertise new website launch. Goal to increase to 40,000 likes. Last revised 7-3-12 19 o Twitter advertising: paid advertisements announcing special event/promotion/new website & seeds to jumpstartfollowers • Increase Engagement o Consultant will monitor the conversations and informally engage with fans. o Consultant will create unique, attractive graphic images for Facebook cover photos and along with each post. Monitor & Reporting Consultant will implement a monthly and quarterly monitoring & reporting system to assess the effectiveness of the various marketing methods. Exhibit B Schedule of Compensation and Schedule of Performance With the exception of compensation for Additional Services, provided for in Section 2.2 of this Agreement, the maximum total compensation to be paid. to Consultant under this Agreement One Hundred Twenty Thousand Dollars ($120,000) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made on a monthly basis and in an amount identified in Consultants Schedule of Compensation attached .hereto for the work tasks performed and properly invoiced by Consultant in conformance with Section 2.2 of the Agreement. Consultant shall complete all services identified in the Scope of Services, Exhibit "A" of this Agreement in accordance with the attached Project Schedule, attached hereto and incorporated herein by this reference. Last revised 7-3-12 21 Prepared by: Graphtek Interactive Monthly Intensity Link Building Content Development Run SEO site assessment (errors/warnings) Fix all SEO errors Add to keyword/phrase list Monitor and update directories Additional Domains Landing Pages Cost Total for2013 Prepared by: Graphtek Interactive SEO Client: City of La Quinta July August Sept Oct Nov Dec Jan Feb March April May June ix 1x Ix ix 1x 1x 1x Ix 1x Ix 1x 1x 500 words 500 words 500 words 500 words 500 words 500 words 500 words 500 words SDO words 500 words 500 words 500 words ix Ix ix ix Ix Sx Lx Ix Ix Ix ix Ix ix 1x 1x 1x 1x ix Ix 1x 1x Ix 1x ix 20 terms 20 terms 20 terms 20 terms 20 terms 20 terms 20 terms 20 terms 20 terms 20 terms 20 terms 20 terms ix 1x ix lx 1x Ix ix Ix 1x Ix Ix Ix 2x 2x $ 4,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 2,500.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 16,500.00 Web-Misc Client: City of La Quinta July August Sept Oct Nov Dec Jan Feb March April May June Digital Marketing Budget/Plan $ 2,500.00 Vacation Rental Directory $ 11000.00 $ 11000.00 Interactive Maps $ 3,750.00 $ 3,750.00 Monitor & Reporting $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 Miscellaneous $ 250.00 $ 250.00 $ 250.00. $ 250.00 $ 250.00 $ 250.00 $ 250.00 $ 250.00 $ 2S0.00 $ ' 250.00 $ 250.00 $ 250.00 E-mail Marketing $350 $ 350.00 $ 350.00 $ 350.00 $ 350.00 $ 350.00 $ 350.00 $ 350.00 $ 350.00 $ 350.00 $ 350.00 $ 350.00 Total for month $ 8,350.00 $ 5,500.00 $ 1,100.00 $ 1,100.00 S 1,100.00 $ 1,100.00 S 1,100.00 $ 1,100.00 $ 1,100.00 $ 1,100.00 $ 1,100.0o $ 1,100.00 Total Web & Miscellaneous $ 25,200.00 Prepared by: SOCIaiMedia Graphtek Interactive Client: City of La Quinta Monthly Intensity July August Sept Oct Nov Dec Jan Feb March April May June Content Curation lox 20x lox 20x lox 20x 20x 20x 20x 20x 20x 20x Monitor & Respond 12x 12x 12x 12x 12x 12x 12x 12x 12x 12x 12x 12z Posts & Updates 20x 20x 20x 20x 20x 20x 20x 20x 20x 20x 20x 20x Accelerate Audience Building lx ix ix 1x 1x Ix Ix Ix Ix 1x 1x 1x Engagement with Others 4x 4x 4x 4x 4x 4x 4x 4x 4x 4x 4x 4x Update Graphics ix Sx Ix Ix 1x Ix Facebook Advertising 4 ads 4 ads 4 ads ' 4 ads B ads 8 ads 10 ads 10 ads 10 ads 10 ads 8 ads 4 ads Twitter Advertising 2 ads 2 ads 2 ads 2 ads 4 ads 4 ads 5 ads 5 ads 5 ads 5 ads 4 ads 2 ads . Cost $ 2,100.00 $ 2,100.00 S 2,100.00 $ 2,100.00 S 2,500.00 $ 2,500.00 $ 3,000.00 $ 3,000.00 S 3,000.00 $ 3,000.00 $ 2,500.00 $ 2,100.00 Total for2014/15 $ 30,000.00 N N b 'S Prepared by: PPC-Media Graphtek Interactive Client: City of La Quinta V sitCa lifornia.com Sunset.com Coastal Living/Time Axcess Paid Media PPC Total for month Total Ad Media Total PPC Prepared by: Graphtek Interactive July August Sept Oct Nov Dec Jan Feb March April May June $ 1,167.00 $ 1,167.00 $ 1,167.00 $ 1,167.00 $ 1,167.00 $ 1,167.00 $ 2,571.00 $ 2,571.00 $ 2,571.00 $ 2,571.00 $ 2,571.00 $ 2,571.00 $ 2,571.00 $ 1,667.00 $ 1,667.00 $ 1,667.00 $2,000 $2,000 $ 2,000.00 $ 2,000.00 $ 2,000.00 $ 600.00 $ 600.00 $ 600.00 $ 600.00 $ 600.00 $ 600.00 $ 600.00 $ 6D0.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 600.00 $ 600.00 $ 4,338.00 $ 4,338.00 $ 4,338.00 $ 2,600.00 $ 2,600.00 $ 4,267.00 $ 4,267.00 $ 7,238.00 $ 4,738.00 $ 4,738.00 $ 4,338.00 $ 40,000.00 $ 8,400.00 Totals Client: City of La Qulnta July August Sept Oct Nov Dec Jan Feb March April May June Social Media $ 2,100.00 $ 2,100.00 $ 2,100.00 $ 2,300.00 $ 2,500.00 $ 2,500.00 $ 3,000.00 $ 3,000.00 $ 3,000.00 $ 3,000.00 $ 2,500.00 $ 2,100.00 SEC $ 4,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 2,500.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 PPC-Media $ 600.00 $ 4,338.00 $ 4,338.00 $ 4,338.00 $ 2,600.00 $ 2,600.00 $ 4,267.00 $ 4,267.00 $ 7,238.00 $ 4,738.00 $ 4,738.00 $ 4,338.00 Web-Misc $ 8,350.00 $ 5,500.00 $ 1,100.00 $ 1,100.00 $ 1,100.00 $ 1,100.00 $ �1,100.00 $ 1,1D0.00 $ 1,100.00 $ 1,100.00 $ 1,100.00 $ 1,100.00 Total for Month $ 15,050.00 $ 12,938.00 $ 8,538.DD $ 8,538.O1) $ 7,200.00 $ 8,700.00 $ 9,367.00 $ 9,367.00 $ 12,338.00 $ 9,838.00 $ 9,338.00 $ 8,538.00 Total for Contract $ 119,750.00 ok TLD 6-9 44 A rABM ® CERTIFICATE .OF LIABILITY INSURANCE DATE n�0° 4" I TE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS OES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES e AIM CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED ' E OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate hbider is an ADDITIONAL INSURED, the policy(iss) must be armRmsed. If SUBROGATION IS WAIVED, subject to the tense and conditions of the policy, certain poltcies may roqulre an endorsement. A statement on this ca.d Cale does not confer rights to the certiAcate holder In Ileu of such sndorssmengs). PRODUCER Peggy Ames, Agent 44740 Monterey Ave CONTACT YME,- Peggy Ames FAX jPHONENr'ft.ff1t_):O. 7 1 760-776-1804 eQ i.- SrateFarm Palm Desert, CA 92260 --- WSU 5 AFFORDING COVERAGE NAIC A INSURMA: State Farm General Insurance Company INSURED ONE EIGHT MARKETING INC IMWMRe: INSIIR c DBA GRAPHTEK 72185 PAINTERS PATH STE B— PALM DESERT, CA 92260 2748 I E I 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_ NOTIMTHSTANDING 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. IN TYhlOFULEUMNCE POLICY NUMBER Ifd1l 8FP Y P VMIId GENGRALUABILITY X COMMERCIAL GENERAL LWBILITY CLAMSAIADE OCCUR Y !?0$VX321-0G 011W2014 01118=15 EACH OCCURRENCE $ t.000.000 PRE ISES Ea occonarmoa $ MED EXP (Arty one pamen) S 5.000 PERSONAL 8 ADV II{JURY $ 600 Deductible- Contents GENERAL AGGREGATE $ Z000,000 GEN'L AGGREGATE WAIT APPLIES PER: X1 POLICY PRO LOC jE PRODUCTS - COIWPIOP AGG $ Z000,000 Busim,s Property $ 115,100 AUTOMOBILE L WOUTY ANY AUTO ALL OWNED SCHEDULED AUTOS _ AUTOS OVINM HIRED AUTOS AAUT S _ $ BODILY INJURY (Per pen m) Q BODILY INJURY (Per aocider* $ $ UU8RtB.I A UAB OCCUR EXCM LIAe CLAIMS•MADE ^TOED }- I RETENTIOtill$ { EACH OCCURRENCE $ AGGREGATE $ YIIORKENSCOMPENSAIION AND EMPLOYERS LIABILITY ANY PROPRIETORIPARTNEPJMCUTIVE YIN OFFICEIMEMBEREXCLUDED? (MMtdMorybNH) III yes, QooMbe urdar NIA I I I TMU UIl1- E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE S E.L. DISEASE - POLICY LIMIT S � 1 , DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Adaeh ACORD 101. AdMorul Rerlurin Sdrdtiw tf moo gwca IY mgwMM CERTIFICATE HOLDER CANCELLATION__ CITY OF LA QUINTA ITS OFFICERS, OFFICIALS, EMPLOYEES 8L AGENTS 78495 CALLE TAMPICO ;A QUINTA CA 92263-2839 ACORD 25 (2010005) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The ACORD name and logo am roglatered C!7 reserved. 01-23.2013 `1% TAD9. Pofdy No.: 90 BVX321 0 FE 6609 M. lA. SECTION 11 ADDITIONAL INSURED ENDORSEMENT . rnsuqttr.� . Policy No.: 90 BVX321 0 Named Insured: ONE EIGHTY MARKETING INC DBA GRAPHTEK Additional Insured (include address): CITY OF LA QUINTA, ITS OFFICERS; OFFICIALS, EMPLOYEES & AGENTS 78495 CALLE TAMPICO LA QUINTA, CA 92253 WHO IS AN INSURED, under SECTION II DESIGNATION OF INSURED, is amended to include as -an insured the Additional Insured. shown above, but only to the extent that liability is imposed -on that Additional Insured solely because of your work performed for that Additional Insured shown above. Any insurance provided to the Additional Insured shall only apply with respect to a claim made or a suit brought for damages for which you are provided coverage. The Primary Insurance coverage below applies only when there is an "X" in the box: Primary Insurance. The insurance provided to the Additional Insured shown above shall be primary insurance: Any insurance carried by the Additional Insured shall be. noncontributory with respect to coverage provided to you. All other policy provisions apply.. FE-6609 Printed in U.S.A. PE-6671 Page 9 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SCHEDULE Policy Number: 90 BVX321 0 Named Insured. ONE EIGHTY MARKETING INC DBA GRAPHTEK Name and Address of Person or Organization: CITY OF LA QUINTA, ITS OFFICERS, OFFICIALS, EMPLOYEES & AGENTS 78495 CALLE TAMPICO LA QUINTA, CA 92253 The following is added to Paragraph 9 O.b. of SECTION I AND SECTION 11--- COMMON CONDITIONS: We waive any' right of recovery we. may have against the person or 'organization shown in the Schedule because of payments we .make for injury or damage arising out of: a. Your ongoing operations; or b. Your work done under contract with that person or organization and included in the products - completed operations hazard. This waiver applies only'to the person or organization shown in the Schedule. All other policy provisions apply. FE-6671 ©, Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. FE-6671 Printed in U.S.A. (04I09) 01/15/14 Preferred Employers I N S U R A N C E C O M P A N Y VALLEY INSURANCE SERVICE, INC. 800 SOUTH BARRANCA BOULEVARD, STE 200 P.O. BOX 4549 COVINA, CA 91723 Insured Name: ONE EIGHTY MARKETING, INC. Policy Number: WKN 126657-10 IMPORTANT! DOCUMENT SIGNATURE REQUIRED This policy contains an exclusionary endorsement that must, promptly be signed by the insured and returned to Preferred Employers. Thank you for choosing Preferred Employers Insurance Company. Enclosed is the original policy for your client and an agency copy for your files. Please review these documents and call us if you have any questions or comments. A claims kit will be mailed directly to each of the insured's business locations. This policy is direct bill. Premium will be billed and collected by Preferred Employers Insurance Company in the following manner: Deposit/Installment # Amount Billing Date Due Date Deposit and Assessments $1,305.00 02/15/14 03/07/14 1 $885.00 05/15/14 06/04/14 2 $885.00 08/15/14 09/04/14 .3 $885.00 11/15/14 12/05/14 Total Estimated Policy Premium plus Assessments: $3,960.00 Deposit premium does not include an installment fee. An installment fee of $5 will apply to future installments, if any, and will be indicated on your invoice. We appreciate your business, Preferred Employers Insurance Company P. O. BOX 85478, SAN DIEGO, CA 92186-5478 888-472-9001 Workers Compensation and Employers Liability Insurance Policy Information Page A Stock Insurance Company Corporate Offices: San Diego , CA Carrier Code: 00403 Policy Number: WKN 126657-10 1. The Insured Name & Mailing Address: ONE EIGHTY MARKETING, INC. 72185 PAINTERS PATH SUITE B PALM DESERT, CA 92260 Preferred Em foyers I N S U R A N C E C O M P A N Y Renewal of: WKN 126657-9 FEIN: 02-0360054 Type of Entity: Corporation 2. Policy Period: This policy is effective from 02/15/14 to 02/15/15 12:01 A.M. 3. Coverage: A. Workers Compensation Insurance: Part One on the policy applies to Workers Compensation Law of the state(s) listed. here: CALIFORNIA B. Employers Liability Insurance : Part Two of the policy applies to work in each state listed in Item 3. The limits of our liability under Part Two are: Bodily Injury by Accident $1,000,000 each accident. Bodily Injury by Disease $1,000,000 policy limit. Bodily Injury by Disease $1,000,000 each employee. C. Other States Insurance: Part Three of the policy applies to the states, if any, listed here: NONE D. Endorsements and schedules included with this policy: PE1101, PE11001A, PE1107, PE1110, PE1111, PEI119A, PEI127A, PN049901C, PN049902B, WC000114, WC000422 A, WC040416 4. Premium: The premium for this policy will be determined by our manuals of rules, classifications, rates and rating plans. All information required below is subject to verification and change by audit. See Classification and Rating Schedule Minimum Premium: $750 Billing:. Direct Premium Adjustment Period: Annual/Interim Producer: VALLEY INSURANCE SERVICE, INC. 800 SOUTH BARRANCA BOULEVARD, STE P.O. BOX 4549 COVINA, CA 91723 (626) 966 - 3664 Issue Date: 01/15/14 at SAN DIEGO , CA PEI 100 04/01 /98 Total Estimated Policy Premium: $3,794 Deposit Premium: $1,139 Authorized R resentative Workers Compensation and Employers Liability Preferred Employers Insurance Policy Information Page I N S U R A N C E C 0 M P A N Y Policy Number: WKN 126657-10 Classification and Rating Schedule Estimated Class Code Description Payroll Rate Premium 4297 2 GRAPHIC DESIGN - ALL OPERATIONS - 542,758 0.66 $3,582 INCLUDING CLERICAL OFFICE EMPLOYEES 9740 TERRORISM RISK INSURANCE ACT 0.039 $212 CA FRAUD ASSESSMENT 0.0025440 $9 CA WCARF ASSESSMENT 0.0122470 $44 CIGA SURCHARGE 0.0225000 $85 CA UEBTF ASSESSMENT 0.0016030 $6 CA SIBTF ASSESSMENT 0.0012910 $5 CA OSHF ASSESSMENT 0.0021660 $8 CA LECF ASSESSMENT 0.0024520 $9 Total Policy Amount $3,960 N /Z�V� Authorized resentative PE1101 04/01 /98 Your Insurance Identification Card IjNationwide° On Your Side EVIDENCE OF INSURANCE IS REQUIRED WITH REGISTRATION RENEWAL e Detach your identification cards along the perforated lines. e Keep this card in your vehicle. e See section following ID Cards for What's enclosed. Effective January 1,1997, you are required to have liability insurance to register your vehicle. When you renew your vehicle registration, you will be required to submit evidence of insurance with your payment for the renewal transaction. Evidence can be in the form of your insurance ID card (a photocopy is acceptable). Evidence of insurance is not required with registration renewal of off -highway vehicles, trailers, vessels, or if you file a planned non -operation (PNO) on the vehicle. If you do not have evidence of insurance, contact your insurance company. This policy meets the requirements of California Vehicle Section 16056. Motor carriers of property as defined in CVC34601 may provide a statement that the carrier has evidence of insurance on file for this vehicle with PUC or DMV pursuant to CVC34630. You maybe requested by a peace officer to show evidence of insurance during a traffic stop or at an accident. Each owner is required to carry written evidence of liability insurance in his vehicle. Note: Comprehensive and Collision Insurance covers your damage only, and does not meet the liability insurance requirement. Vehicle code sections: 4000.37,16020, and 16028. DOCUMENTS SUBMITTED TO DMV WILL NOT BE RETURNED. ®California Insurance Identification Card Policy Number Effective Date Expiration Date PPNCO023476503-0 Jan 15 2014 Jul 15 2014 Year Make/Model Vehicle Identification Number 2011 Audi1Q5 Quat WAICFAFP3BA043647 24 Hour Claims 1.800.421.3535 See the reverse side for more information. Greg H. Middleton - -- -- Nicole L. Middleton 79811 Castille Dr La Quinta, CA 92253-8816 Greg H. Middleton Nicole L. Middleton 79811 Castille Dr La Quinta CA 92253-8816 ®California Insurance Identification Card Policy Number Effective Expiration Date PPNCO023476503-0 Jan 15 2014 Jul 15 2014 Year Make/Model Vehicle ldontificationNumber 2011 Audi/Q5 Quat WAICFAFP3BA043647 24 Hour Claims 1.800.421.3535 See the reverse side for more information. Greg-'-'.- Middleton - _ - Nicole L. Middleton 79811 Castille Dr La Quinta, CA 92253-8816 This policy meets the requirements of Califomia Vehicle Code Section This policy meets the requirements of California Vehicle Code Section 16056. 16056. .r•r •• . Nationwide Insurance Company of America 1100 Locust St Dept 1100 Des Moines, IA 50391-1100 NAIC Company Number: 25453 California Insurance Identification Card Policy Number Effective Date Expiration Date PPNCO023476503-0 Jan 15 2014 Jul 15 2014 Year Make/Model Vehicle Identification Number 2005 Mercedes Benz/C230 WDBRF40JSSF695262 24 Hour Claims 1.800.421.3535 See the reverse side for more information. Greg H. Middleton Nicole L. Middleton 79811 Castille Dr La Quinta, CA 92253-8816 This policy meetsthe requirements of California Vehicle Code Section 16056. Nationwide Insurance Company of America 1100 Locust St Dept 1100 .Des Moines, IA 50391-1100 NAIC Company Number: 25453 Insurance ®California Identification Card Policy Number Effective Expiration Date PPNCO023476503-0 Jan 15 2014 Jul 15 2014 Year Make/Modal Vehicle Identification Number 2005 Mercedes Benz/C230 WDBRF40JSSF695262 24 Hour Claims 1.800.421.3535 See the reverse side for more information. Greg H. Middleton Nicole L. Middleton 79811 Castille Dr La Quinta, CA 92253-8816 This policy meets the requirements of California Vehicle Code Section 16056. Nationwide Insurance Company of America 1100 Locust St Dept 1100 Des Moines, IA 50391-1100 Nationwide Insurance Company of America 1100 Locust St Dept 1100 Des Moines, IA 50391-1100 AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR DIGITAL MARKETING SERVICES THIS AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT FOR DIGITAL MARKETING SERVICES ("Amendment No. 1") is made and entered into as of the first day of July, 2015 ("Effective Date"), by and between the CITY OF LA QUINTA ("City"), a California municipal corporation, and GRAPHTEK INTERACTIVE ("GRAPHTEK" or "Consultant"). RECITALS A. On or about July 1, 2014 the City and Consultant entered into that certain Professional Services Agreement for Digital Marketing Services ("Agreement"). The term of the original agreement expires June 30, 2015. B. Pursuant to Section 3.4, Term of the original Agreement, the City may extend the term of the agreement upon mutual agreement by both parties. C. City and Consultant now wish to amend the Agreement to modify Section 2.1, Contract Sum, Section 3.4, Term, Section 4.1, Representative of Consultant, Exhibit A, and Exhibit B, to address a shift in target markets as identified during the June 2, 2015 City Council marketing strategies study session. AMENDMENT In consideration of the foregoing Recitals and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. SECTION 2.1, CONTRACT SUM, OF THE AGREEMENT IS STRUCK IN ITS ENTIRETY AND AMENDED TO READ: 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not to exceed One Hundred Thirty Eight Thousand Two Hundred Dollars ($138,200) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the services, payment for time and materials based upon Consultant's rate schedule, but not exceeding the Contract Sum, or such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." 2. SECTION 3.4, TERM, IS HEREBY AMENDED TO COMMENCE ON JULY 1, 2015 AND TERMINATE JUNE 30,2016. 3. SECTION 4.1.A, REPRESENTATIVE OF CONSULTANT IS HEREBY AMENDED TO REMOVE KATE SPATES, PRESIDENT AND REPLACE WITH MIKE CHELEY, CEO/CREATIVE DIRECTOR, MCHELEYC@GRAPHTEK.COM. 4. EXHIBIT A OF THE AGREEMENT IS STRUCK IN ITS ENTIRETY AND AMENDED TO READ: Exhibit A Scope of Services Digital Marketing Budget/Plan Consultant will develop a budget that includes a strategic digital media plan, website management, updates and account management established by the City. The plan will contain specific information on how the Consultant will plan, coordinate, and oversee all online advertising/marketing efforts including, but not limited to, media placement, recommendations, optimizations, reporting, verifying insertion of approved online advertising, and otherwise verify proper execution of digital advertising campaign. Playinlaquinta.com website Create interactive vacation rental map that will only list available properties that are registered for TOT with the City of La Quinta Create additional interactive content Update image and video galleries with more content Monthly content updates including calendar, local attractions, local business specials Search Engine Optimization Social Integration - add live feeds from social channels Travel website ad campaign Consultant has identified a portion of the budget to be used for an advertising campaign with travel resources websites such as Travelocity, Expedia, TripAdvisor, Visit California, Sunset Magazine, Orbitz and other well -visited local sites. Consultant will advise on ad placements and provide an annual campaign timeline and create vibrant, colorful, attractive web ads that get results. Social Media Management Consultant will be responsible to maintain the operation of the City's Facebook page, Twitter, Instagram, Pinterest, and Google+ social media networks. Consultant will provide: Content creation o Consultant will create a monthly communication schedule to be approved prior to scheduling which would include regular posts promoting local events, attractions, businesses, community outreach. o Consultant will monitor and reschedule on an as needed basis. Build Audience o Consultant will use HootSuite (or similar software) to schedule posts using proper hashtags and mentions for greater engagement and increase new likes and follows. o Monitor analytics for social media ads to ensure results. o Facebook advertising to increase likes to increase likes and advertise new website launch. Goal to increase to 60,000 likes. o Twitter advertising: paid advertisements announcing special event/promotion/new website & seeds to jumpstart followers o Increase Instagram followers by 20% Increase Engagement o Consultant will monitor the conversations and informally engage with fans. o Consultant will create unique, attractive graphic images for use on social media networks. Monitor & Reporting Consultant will implement a monthly, quarterly, and annual monitoring & reporting system to assess the effectiveness of the various marketing methods. 5. EXHIBIT B OF THE AGREEMENT IS STRUCK IN ITS ENTIRETY AND AMENDED TO READ: Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.2 of this Agreement, the maximum total compensation to be paid to Consultant under this Agreement is One Hundred Thirty Eight Thousand Two Hundred Dollars ($138,200) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made on a monthly basis and in an amount identified in Consultants Schedule of Compensation attached hereto for the work tasks performed and properly invoiced by Consultant in conformance with Section 2.2 of the Agreement. 6. DEFINED TERMS. Except as defined in this Amendment No. 1, all capitalized words and phrases shall have the same meaning ascribed to them in the Agreement. 7. REMAINING TERMS AND CONDITIONS. Except as specifically amended by this Amendment No. 1, all terms and conditions in the Agreement shall remain in full force and effect. [signatures on next page] IN WITNESS WHEREOF, the City and Graphtek have executed this Amendment No. 1 to the Professional Services Agreement for Digital Marketing Services on the respective dates set forth below. CITY: CITY OF LA QUINTA a California municipal corporation Digitally signed by Frank J. Spevacek DN: serialNumber=l n615nh01202cvmj, C=US, st=California, I=La Quinta, o=Frank J. Spevacek,cn=FrankJ.Spevacek Date: 2015.07.08 16:18:48-07'00' Frank J. Spevacek, City Manager ATTEST: Digitally signed by City of La Quinta DN: serialNumber=6fmhzhdhvfjz93cr, C=US, st=California, I=La Quinta, o=City of La Quinta, cn=City of La Quinta Date: 2015.07.08 17:20:15-07'00' Susan Maysels, City Clerk APPROVED AS TO FORM: William H. Ihrke, City Attorney CONSULTANT: Graphtek Interactive By BIWA Title Graphtek Interactive 72185 Painters Path, Suite B Palm Desert, CA 92260 Dated Dated ffs! DATE: June 30, 2015 RE: Agreement for Digital Marketing Services Attached for your signature are two (2) original agreements. Please sign both originals and return them to the City Clerk for processing and distribution. Requesting department shall check and attach the items below as appropriate: X Contract payments will be charged to account number: 101-3007-60461. A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with no reportable interests in LQ or _ reportable interests X A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authority to execute this agreement is based upon: X Approved by the City Council on 6/16/2015 City Manager's signature authority provided under Resolution No. 2005-095 Public Works projects for $30,000 or less. City Manager's signature authority provided under Resolution No. 2005-096 Service agreements for $30,000 or less. City Manager's signature authority provided under Contract Change Order Policy Contracts under $100,000= 10% max, contracts over $100,000= $25,000 max The following required documents are attached to the agreement: �1- 5 X Insurance certificates as required by the agreement (initialed by Risk Manager on date) Performance bonds as required by the agreement (originals) X City of La Quinta Business License 1110944, Exp. July 31, 2015) � rMEMORANDUM TO: Frank J. Spevacek, City Manager FROM: Marcie Graham, Marketing and Events Supervisor DATE: I' oveirmber 7 016 RE: Graphtek Interactive Amendment No. 2 Attached for your signature is the agreement with Graphtek Interactive for FY 2016/17 digital marketing services. Please sign the attached agreement(s) and return it to the City Clerk for processing and distribution. Requesting department shall check and attach the items below as appropriate: _X Contract payments will be charged to account number: 101-300760461. _X Amount of Agreement, Amendment, Change Order, etc.: $130,000.00. N/A A Conflict of Interest Form 700 Statement of Economic Interests from Consultants) is attached with no reportable interests in LQ or reportable interests N/A A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authority to execute this agreement is based upon: _X Approved by the City Council on N/A City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $50,000 or less N/A Initial to certify that 3 written informal bids or proposals were received and considered in selection The following required documents are attached to the agreement: Insurance certificates as required by the agreement � � �� ��� Ir�1v0 by=I11'n1i �IIO'i'o N/A Performance bonds as required by the agreement (originals) _X_ City of La Quinta Business License No.LIC-0110944; Expires:07/31/2016 copy or note number and expiration date above N/A Purchase Order number AMENDMENT NO. E r w a California municipal corporation, and GRAPHTEK INTERACTIVE ("GRAPHTEK" or A. On or about July 1, 2014 the City and Consultant entered into that certain Professional Services Agreement for Digital Marketing Services ("Agreement"). The term of the original agreement expires June 30, 2015. WIT 30,2015. �� ► 2 ► o: MUM It -�, " 1 ► f w i ► M # session. 1. SECTION 2.1, CONTRACT SUM, OF THE AGREEMENT IS STRUCK IN ITS ENTIRETY 1 AMENDED TOREAD: the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional P1. SECTION 3.4, TERM, IS HEREBY AMENDED O COMMENCE ON JULY 1, 2016I 3. EXHIBIT A OF THE AGREEMENT IS STRUCK IN ITS ENTIRETY ! AMENDED " , READ: Digital Marketing Budget/Plan Consultant will develop a budget that includes a strategic digital media pla website management, updates and account management established by t City. The plan will contain specific information on how the Consultant will pla coordinate, and oversee all online advertising/morketing efforts including, b not limited to, media placement, recommendations, optimizations, reportin verifying insertion of approVed online advertising, and otherwise verify prop execution of digital advertising campaign. �1 Playinlaquinta.corn • Create interactive vacation rental map that will only list availab properties that are registered for TOT with the City of La Quinta • Create additional interactive content • Update g. and video galleries o"' content • Monthly content updates including calendar, local attractions, loc business r" a • Search Optimization • Social Integration - add live feeds from social channels Travel website ad campaign Consultant has identified a portion of the budget to be used for an advertising campaign with travel resources websites such as Travelocity, Expedia. TripAdvisor, Visit California, Sunset Magazine, Orbitz and other well -visited local sites. Consultant will advise on ad placements and provide an annual campaign timeline and create vibrant, colorful, attractive web ads that get results. Consultant will be responsible to maintain the operation of the City's Facebook page, Twitter, Instagram, Pinterest, and Google+ social media networks. Consultantprovide: Content creation i • Consultant create w monthly communicationto be approved prior to scheduling which would include regular posts promoting localevents, attractions,community outreach. • Consultant will monitor and reschedule on an as needed basis. )W ► Audience • Consultant 4 ►r i (or similarsoftware) to schedule posts using proper hashtags and mentions for greater engagement andincreaseand follows. • Monitoranalytics4r octal media adsi ► ensure results. • ► , e bookadvertising toincreasetoincreaseand advertise new website launch. Goal to increase to 60,000 likes. • Twitter advertising: paid advertisements announcing special event/promotion/new ` ,► sseeds ►,jumpstartfollowers • Increase Instagrarnfollowers 10 % Increase Engagement • Consultant will monitor the conversations and informally engage with fans. • Consultant will create unique, attractive graphic images o o social is media rwo ConsultantMonitor & Reporting gip►^ ►, monthly, quarterly, and annual monitoring w ,p ��► _ �assess effectiveness of the variousy ► ,,. ►� 4. EXHIBIT B OF THE AGREEMENT IS STRUCK IN ITS ENTIRETY ► AMENDED TO READ: Exhibit B Schedule of Compensation With the exception of compensationor Additional provided for in AgreementSection 2.2 of this Agreement, the maximum total compensation to be paid to Consultant under this f red Thirty Thousand Dollars , 00("Contract The Contract Sum shallbe paid ,o Consultant installmentpayments made►; a monthly basis and in an amount e ScheduleConsultants ` o► e nsa ►- attached hereto ► ► , tasks performed and property invoiced by Consultant in c. . ' on Section of Agreement. 2 DEFINED TERMS. Except as defined in this Amendment No. % all capitalized words and phrases ?hall have the same meaning *scribed to them in the 6. REMAINING TERMS ND CONDITIONS. Except as specifi?/ S amended by « « Amendment N : . . : . . G¥ y /(ifr� »CG¥<#G� d#2» in the Agreement ©:2:remain / force and effect. IN WITNESS WHEREOF, the City and Graphtek have executed this Amendment o Professionalthe Agreementon the respective dates set forth below. i rd]�' "111 # II, 7 Digitallysigned by Frank J.Spevacek DN: serialNum ber g8z17znOv5Ow4d3x, r—US, stdalifornia,I=La Quinta, o=Frank J. Spevacek r cn=Frank J.Spevacek Date: 2016.11.08 13.36.35-08'00' Frank J. Spevacek, City Manager Dated IaUAF's Digitally signed by Susan Maysels ✓)d -1 DN: serial Number=j4r7lllg1 ppsr45f, c=US, st=California, h 1-La Quinta, o=Susan Maysels, cn=Susan Maysels Date: 2016.1 1.08 14:34:53-08'00' Susan ® City S Graphtek Interactive BY 011, s 9117 1 , .� (�� ;? /Z,0(6 Dated ACERTIFICATE OF LIABILITY INSURANCE GATE{MMf00[f11Y6�++YY] ^� � 1 E I U'11�IJ ! U 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 CONTA^T Phlf Goodge, Agent Llc. OF02978 67555 E Palm Canyon Dr, Ste F116 Cathedral City, CA 92234 NAME: Pu°Nlu E-MAIL ADDRE INSURED ..INSURE ONE EIGHTY MARKETING INC DBA GRAPHTEK 72185 PAINTERS PATH STE B PALM DESERT CA 92260-2748 INsnal= INSURE INSURE INSURE Phil Goodqe _ AFFORDING, COVERAGE A: State Farm General Insurance Company_ s : State Farm SpeCia[ty Products C: D: ---------- - COVERAGES CERTIFICATE NUMBER; THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSU INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHEF CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIL EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIM .r.T. ....-- -TR TYPE OF INSURANCE A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY I CLAIMS -MADE f L•'J OCCUR GEN'L AGGREGATE LIMIT APPLIES PER x PRO- i4 POLICY JECT LOG A I AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS UMBRELLA LIAB EXCESS LIAB SCHEDULED d AUTOS NON -OWNED AUTOS OCCUR CLAIMS -MADE WORKERS COMPENSATION T— AND EMPLOYERS' LIABILITY ANY PPOPRIETORIPARTNERIEXECUTIVE YIN OFFIC"EMBER EXCLUDED? ❑ NIA (Mandatary in NH) If yes, describe under B I Errors & Ommissions 90-BV-X321-0 0111812016 10111812017 90-BV-X321-0 101118120116 01118/2017 PS000000SS34700 ! 09112/2016 109M212017 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Certificate Holder is an Additional Insured for General & Non -Owned Automobile Liability. TE HOLDER TION REVISION NUMBER; NAIL # RED NAMED ABOVE FOR THE POLICY PERIOD DOCUMENT WITH RESPECT TO WHICH THIS ED HEREIN IS SUBJECT TO ALL THE TERMS, i i LIMITS EACH OCCURRENCE $ 1,000,000 DAIVRA E T 9ENTED PREMISES.{Eaaccvrence $ 300,000 $ 5,000 $ _ 1,000.000 MED EXP (Any one person) PERSONAL & ADV INJURY _ GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMPIOP AG _ COMBINED SINGLE LIMIT (Ea accident $ 11000TOOO BODILY INJURY (Per person) BODILY INJURY (Per accident) $ PROPERTY DAMAGE -- -""-- - i Per accident $ _ _ EACH OCCURRENCE 1$ AGGREGATE $ WC STATU- OTH- _ TORY LIMITS ER $ E.L. EACH ACCfDENT EL DISEASE - EA EMPLOYE $ E.L. DISEASE -POLICY LIMIT i $ Each Wrongful Act $500,000 CITY OF LA QUINTA ITS OFFICERS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIOOFFICIALS EMPLOYEES X AGENTS ACCORDANCE WITHDATE THE POLE YREOFPROVISIONS.E ILL BE DELIVERED IN 78495 CALLS TAMPICO LA QUINTA CA 92253-2839 AUTHORIZED PRESENTATIVE © 1988-2010 ACORD CORPO TION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD 1001486 132849,E 11-15-2010 ACOR" CERTIFICATE OF LIABILITY INSURANCE Ill DATE (MM/DD/YYW) 10/21/2016 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 CONTACT CLC NAME: Leavitt Southern California Insurance Services A/C NNo Ext: (866) 953-0772 FAX No: (866)688-5709 E-MAILcicsocal@leavitt.com ADDRESS: #OF13098 INSURER(S) AFFORDING COVERAGE NAIC# 1820 E. First Street, Ste 500 INSURERA:Preferred Employers Iris Co 10900 Santa Ana CA 92705 INSURED INSURER B : INSURERC: One Eighty Marketing, Inc. INSURER D 7 72185 Painters Path, Ste B INSURER E : Mike Cheley INSURER F : Palm Desert CA 92260 COVERAGES CERTIFICATE NUMBER:CL1651917219 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 LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYW POLICY EXP MM/DD/YYW LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE1:1 OCCUR PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ❑ PRO ❑ LOC JECT PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE APer accident $ NON -OWNED HIRED AUTOS AUTOS UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N X PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1 , 000 , 000 A OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) N/A WKN12665712 2/15/2016 2/15/2017 E.L. DISEASE - EA EMPLOYE $ 1 , 000 , 000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Proof of insurance CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of La Qunita THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 78495 Calle Tampico ACCORDANCE WITH THE POLICY PROVISIONS. La Quinta, CA 92253-2839 AUTHORIZED REPRESENTATIVE D zcNichols/DENICH s �� ACORD 25 (2014/01) INS025 (201401) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDITIONAL COVERAGES Ref # Description WCOT4 Coverage Code WCOT4 Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $180.00 Ref # Description MINI Coverage Code MINI Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $750.00 Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium rOFADTLCV Copyright 2001, AMS Services, Inc. R9QC Policy No.: 90-BV-X321-0 FE-6609 SECTION II ADDITIONAL INSURED ENDORSEMENT A Policy No.: 90-BV-X321-0 Named Insured: ONE EIGHTY MARKETING INC DBA GRAPHTEK Additional Insured (include address): CITY OF LA QUINTA ITS OFFICERS OFFICIALS EMPLOYEES & AGENTS 78495 CALLE TAMPICO LA QUINTA CA 92253-2839 WHO IS AN INSURED, under SECTION II DESIGNATION OF INSURED, is amended to include as an insured the Additional Insured shown above, but only to the extent that liability is imposed on that Additional Insured solely because of your work performed for that Additional Insured shown above. Any insurance provided to the Additional Insured shall only apply with respect to a claim made or a suit brought for damages for which you are provided coverage. The Primary Insurance coverage below applies only when there is an "X" in the box. ® Primary Insurance. The insurance provided to the Additional Insured shown above shall be primary insurance. Any insurance carried by the Additional Insured shall be noncontributory with respect to coverage provided to you. All other policy provisions apply. FE-6609 Printed in U.S.A. FE-6671 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SCHEDULE Policy Number: 90-BV-X321-0 Named Insured: ONE EIGHTY MARKETING INC DBA GRAPHTEK Name and Address of Person or Organization: CITY OF LA QUINTA ITS OFFICERS OFFICIALS EMPLOYEES & AGENTS 78495 CALLE TAMPICO LA QUINTA CA 92253-2839 The following is added to Paragraph 10.b. of SECTION I AND SECTION II — COMMON CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of: a. Your ongoing operations; or b. Your work done under contract with that person or organization and included in the products - completed operations hazard. This waiver applies only to the person or organization shown in the Schedule. All other policy provisions apply. FE-6671 ©, Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. FE-6671 Printed in U.S.A. (04/09) StateFarm (4a) (11 ERRORS AND OMISSIONS L1ML11Y 111SU1,1110E POLIC VIL0111111 1121 L611111,11111 ml PART 1. Declarations Page PART 3. Quick Reference to Policy Provisions PART 4. Introduction PART 5. Insuring Agreements and Exclusions PART 6. Definitions Used in This Policy PART 7. General Conditions Page 1 of 23 State Farm Fire and Casualty Company A Stock Company with Home Offices in Bloomington, Illinois Herein called the Insurer Policy No: PSOOOOiOlO55347f. 13 Renewal of Policy No - THIS IS A CLAIMS MADE POLICY. DEFENSE COSTS ARE INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ THE ENTIRE POLICY CAREFULLY. IN RETURN FOR THE PAYMENT OF THE PREMIUM, WE AGREE WITH YOU TO PROVIDE INSURANCE UNDER THE PROVISIONS OF THIS POLICY. U-3W5lMMFEM.miar-1,9Frer4ff "MI 11111l! I p! I gir iiiI .. l 1! Address: 72-185B Painters Path Palm Desert,, CA 92260 Item 2. Policy Period: Effective Date: September 12, 2016 Expiration Date: September 12, 2017 (12:01 A.M. Standard Time at the Address stated in, Item 1.) Item, 3. Retroactive Date: September 12, 2016 IF NO DATE IS STATED HERE, COVERAGE DOES NOT APPLY TO WRONGFUL ACTS COMMITTED PRIOR TO THE EFFECTIVE DATE STATED IN ITEM 2. ABOVE. PSTK5000 (08/02) Page 2 of 23 0 1 & I Named Insured: ONE EIGHTY MARKETING, IN&. Policy No: PSO0000055347OiO Item 4. Limit of Liability: a. $500,000 b. $500,000 Item 5. Retention: R Each Wrongful Act Total Limit of Liability Item 7. Form(s) and Endorsement(s) made part of this Policy at the time of issuance: PSTK5000(08/02) Technology Services Errors and Omissions Liability Insurance Policy PS 1031 (01 /0 1 )-1 Changes Endorsement PST'k'50'08(01Y01) —,--'---'' .. . independent .... ...'. .. . ..... ...-..... .... ..... -- 'Co"n"tr-a"c't'o'-r... s.. .....-.'. Persons Insured 'E— 6-d'o-'r'seme, nt PSTK5009Al2/02) California Amendatory Endorse ment '- Item 8. Notices to the Insurer - All notices to the Insurer pertaining to this Policy must be sent to: State Farm Specialty Products 222 South Riverside Plaza, Suite 2250 Chicago, IL 60606 Date of Issue: September 15, 201,6 iot Wo, ize PSTK5000 (08/02) Rage 3 of 23 PART 2. NOTICES A. Claims Made Policy: This insurance coverage is on a claims made basis. Coverage applies only to those Claims that are first made during the Policy Period and any Extended Reporting Period as those terms are described in the Policy. Coverage does not apply to any WrongfUl Acts committed before the Retroactive Date stated!, on the Declarations Page. This insurance coverage contains a provision that reduces the Limit of Liability stated in the Policy by the amount of Defense Costs. RENEWTMFHM= Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine Your rights and duties, and what is ands is not covered. W9 e will not pay surns or perform acts or services unless explicitly provided for in, this Policy. PSTK5000 (08/02) Page 4 of 23 The following is a quick reference indexing of Your Policy's provisions, listed in sequential order. The descriptions in the quick reference are not binding. The quick reference should only be used to help You locate the actual Policy provisions. Page PART 1. DECLARATIONS PAGE........ ............ — ....... .......... ............. ............ — 2-3 PART 2. NOTICES A. Claims Made Policy .............. ............. ........ ................. ...................... 4 B. Defense Costs, Within the Limit ... ..................................................... — ...... 4 C. Awareness ....... — .......... ......... ......... ........... .................... ........ - ....... ..... - 4 PART 4. INTRODUCTION ........ .................... ................................................ ....... 7 AWhat We Insure ............. ........... ...... ........... ........... ....... ...... 8 B Defense and Settlement....,... ................ ......... ......................... ........ ... 8 C. What We Do Not Insure - Exclusions.. ................. ................... ......... 9-11 D. Where and When We Insure.......— ..... ...... ...... ........ .............. ... 11-14 1, Where We Insure.. .... - ....... ............. ....................... -- 11 2, When We Insure ................. ............. ............ ............................ 11-14 a. Claims First ............................ ....................... 11 b. Prior Wrongful Acts ................. -- ............. ............... ... 11-12 C. Reported Wrongful Acts..... ..... ...... ....................................... 12 d. Extended Reporting Period ... .......... ....... ........... 13-14 e. Multiple Claims--.. ........................................ ................ ...... 14 E. Limit of Liability, Retention and Reimbursement ..... ..... -- ................ . — 14-15 1. Limit of Liability... ..... ......................................... .......... ................. 14 a , Each Wrongful Act...,.— ............. ........ ............................ 14 b. Total Limit of Liability..... ........... ..................... ...... 15 2 Retention... ........... ... -- ... .......... ........ .............. -- .... ........... ...... 15 3. Reimbursement ...... ... -- ................. ................ ....... 15 A. Application or Renewal Application . ............................................. ...... ...... 15 B. Bodily Injury .................. .............. ...... --- ... ........... .... — 15 C. Claim ............ --- ......... ................ .................. ......................... 15 D. Damages..,..... ................... ..................................... -- ......... 16 E. Defense Costs...... ........ ........................ ...................................................... A6 F. Named Insured ............ ......................... ........................................ ......... 16 G, Policy Period....... ....... ....... ............... ................. ........ 17 H, Property Damage.. ............. .................. ................. ........................ ....... - — 17 I. Retroactive Date .................................... — ...... ........................................ 17 J. Technology Services ........................... ...... .............................. — .... --- ..... A7 K. Wrongful Act ................... ....... ........... ...... ................ A7-18 PSTK5000 (08/02) Page 5 of 23 A. Special Rights and Duties of the First Named Insured ..... ...... —......... --- 118 B. What to Do if You have a Claim 0KSuit ..... _..... ..................... ............ 18-19 C. Legal Action Against ............................... _---_--....... —1A D. Bankruptcy ............... ___................. ... ....... ......... ....... ---_—_--_..19 E. Other Insurance. .... __.................... ........ .--- ... ..... ............. .......... ............. 1A F. Transfer of Rights .............. —...... .......... 19 G. Changes in Policy Provisions;ChaiOYour Operations ............ .............. 20 H. Transfer of Your Rights and Duties, Under the Policy ...................................... 20 |. Cancellation ......... --.—.......... -------_—................. —............. _—.... 20 j. NoDreOevKaL_---___......—.....~.............. ....—..__._^_....__.20 K. Representations.........-------------_------------2O-21 PSTK5000(}8x32) Page 6of23 The words We, Us and Our refer to the Insurer named on the Declarations Page. The words You and Your refer individually and collectively to: 1The Named Insured as defined in Part 6.F.; 2. The Named Insured's stockholders for their liability as stockholders, 3. The Named Insured's partners, officers, directors and employees, but only for Wrongful Acts within the scope of their duties in such capacity for the Named Insured; 4. Former partners, officers, directors and employees of the Named Insured, but only for Wrongful Acts both: a. Within the scope of their duties in such capacity for the Named Insured; and b. Made while they were the Named Insured's partner, officer, director or employee; and 5. In the event of death, incompetency, insolvency or bankruptcy of any of You, Your legal representative but only for Wrongful Acts within the scope of their duties for the Named Insured. Other words or phrases that are bold4aced have special meaning. Refer to Part 6. PSTK5000 (08/02) Page 7 of 23 J We will pay on Your behalf those sums in excess of the Retention and Lip to the applicable Limit of Liability stated in Itern 4. of the Declarations Page that You; become legally obligated to pay as Damages or Defense Costs because of Claims as a result of a Wrongful Act in performing Technology Services. Depending on where a Claim is first brought, We will have the right and duty, to appoint an attorney, investigate and defend any Claim to which this insurance applies, even if the allegations are groundless, false or fraudulent, or We will reirnburse You for the reasonable cost of investigation and defense of any such Claim, as provided in Part 5.13. below. ITITITIM, For Claims first brought inside the United States of America (including its territories or possessions), Puerto Rico or Canada, We will have the right and duty to appoint an attorney, investigate and defend any Claim to which this insurance applies. Our right and duty to defend and pay on Your behalf end's when We have used Lip the applicable Limit of Liability in payment of Damages or Defense Costs. 2. For Claims first brought outside the United States of Arnerica; (including its territories or possessions), Puerto Rico or Canada, We will have the right but not the duty to appoint an attorney, investigate and defend any Claim to which this Insurance applies. If We elect not to appoint an attorney,, investigate or defend a Claim to which this insurance applies, the First Named Insured will arrange for the investigation and defense of such Claim as is reasonably necessary. We will reimburse You for the reasonable cost of investigation and defense exceeding the Retention, all subject to and within the applicable Limit of Liability stated in the Declarations Page. Reimbursement shall be made in United States dollars at the rate of exchange prevailing oil the date You made the expenditure. 3. You will not settle any Claim without Our prior written consent. If the First Named Insured notifies Us in writing in advance that the First Named Insured disagrees about the final disposition of any Claim, the following conditions will ,apply: a. If the First Named Insured is willing to accept a settlement offered by a claimant and We are not,, or if the First Named Insured is unwilling to appeal a judgment of a trial court, We have the right to continue defense of the Claim and not settle or appeal such judgment provided We bear all costs and expenses, including incidental interest of such continued litigation. An increase in the judgment amount or Defense Costs in such instance will not be applied against Your Limit of Liability; or b. If We are satisfied with the judgment of the trial court, or with any settlement offered, but the First Named Insured is not, We may pay to the First Famed Insured the difference between the amount of the settlement or judgment and the remaining Retention, if any, and We will then be relieved from further obligation for Damages, Defense Costs, or defense concerning the Claim. PSTK5000 (08/02) Page 8 of 23 We are not ob;ligated to pay Damages or Diefeinse Costs or defend Claims f arising directly or indirectly out of, or allegling: I b. infringement of: (1) Copyright; (2) Trademark, trade dress, trade name, service mark, service name, title or slogan; or (3) Patent; C. Malfunction or defect of any hardware, equipment, device or component. This exclusion does not apply when the malfunction or defect is the result of Your Wrongful Act; d. Unfair competition, restraint of trade or any other violation, of antitrust laws; e. Harassment, misconduct or discrimination because of or relating to: (1) Race, creed, color or age; (2) Sex, gender, sexual preference, marital status, military service, national origin or religion; (3) Handicap, disability or health condition; Or any other similar conduct prohibited by federal, state or local laws; f. Unauthorized access to, use of, tampering with or introduction of malicious code into data or systems by any of You or person who would qualify as You but for their acts being outside the scope of their duties as a partner, officer, director or employee of the Named Insured; M�Mlii I' h, Assumption of liability by any of You under any contract or agreement. This exclusion does not apply to liability You would have incurred in the absence of such contract or agreement; Any delay in the performance of any services, contracts or agreements. This exclusion does not apply when the delay is the result of Your Wrongful Act; Any cost guarantees or estimates being exceeded or any cost overruns: k. The withdrawal or recall of any of Your products or services from the market or from use by others. This exclusion does not apply to costs or expenses incurred by Your customer to withdraw or recall Your Customer's product or services from the market or from use by others if the withdrawal or recall is the result of Your Wrongful Act; P'STK5000 (08/02) Page 9 of 23 a I. Acts by any of You related to any pension, healthcare, welfare, profit sharing, mutual or investment plans, funds or trusts; or any violation of any provisions of the Employee Retirement Income Security Act of 1974, or any amendment, regulation, ruling or order issued pursuant to the Act or any similar provisions of any federal, state or local law; m. Violation of: (1) The Security Act of 1933 as amended; (2) 'rho Securities Exchange Act of 1934 as amended; (3) Any state blue sky or securities law; (4) Any similar state or federal law; or (5) Any or -der, ruling or regulation issued pursuant to the above laws; n. Insolvency or bankruptcy of: (1) Any of You; or (2) Any enterprise in which any of You own, an interest; 0. The actual or threatened discharge, dispersal or release of any Pollutant; of, the creation of an injurious condition, involving any Pollutant; or the existence of any Pollutant on any property; or the cleanup, removal, testing, monitoring, containment, treatment, detoxification or neutralization of any Pollutant. This exclusion is effective whether or not the pollution was sudden, accidental, gradual, intended, expected or preventable or whether or not any of You caused or contributed to the pollution; "Pollutant" means any solid, liquid, gaseous or thermal irritant or contaminant, including, but not limited to: (1) Smoke, vapor, soot, fumes, acids, alkalis, chemicals, lead, mold or asbestos; (2) Hazardous, toxic or radioactive matter or nuclear radiation; (3) Waste, which includes material to be recycled, reconditioned or reclaimed; or (4) Any other pollutant as defined by applicable federal, state or local statutes, regulations, rulings or ordinances. We are not obligated to pay Darnages or Defense Costs or defend Claims rnade by: a. Any enterprise: (1) In which any of You, individually or collectively, own an interest greater than 10% of the total ownership; (2) In which any of You is a partner; or (3) Which, is a parent, affiliate or subsidiary company of any of You; PSTI<50001(08/02) Page 10 of 23 NY L Any enterprise directly or indirectly controlled, operated or managed by an enterprise described in Part 5.C.2.a. above; C. Any of You; d. Any present, former or prospective employees, officers or directors of any of You when the Claim is in any way related to the present, former, or prospective employment relations between the claimant and any of You; or e. Any regulatory authority or any international, national, state or local governmental agency, including any related administrative actions, decisions, orders, rulings or proceedings. However, this exclusion will not apply when the Claim is brought in their capacity as a client as a result Of Technology Services performed by You on their behalf. I I III I !I IRRIN III INI I 11111!11 11 1� I I a. The breach of express warranties, guarantees or contracts; or b. An act or omission that a jury, court or arbitrator finds dishonest, fraudulent, criminal, malicious or was intentionally committed while Knowing it was wrongful. This Exclusion 3.b. does not apply to Defense Costs We incur prior to the final adjudication by the jury, court or arbitrator. However, upon that adjudication We will have the right to seek recovery of the Defense Costs incurred from the party(le) found to have committed the acts or omissions described above. Where We Insure The territory of this insurance is universal. If Damages or Defense Costs are paid in a currency other than United States of America dollars, then the payment under this Policy will be considered to have been made in United States of America dollars at the conversion rate which was used for the payment. 2. When We Insure a. Claims First Made This insurance applies when a written Claim is first made against any of You during the Policy Period. To be covered, the Claim must also arise from a Wrongful Act committed during the Policy Period. We will consider a Claim to be first made against You when a written Claim is first receIlved by any of You. We will cover a written Claim first made against any of You arising from a Wrongful Act committed between the Retroactive Date and the Effective Date of this Policy, but only if all of the following conditions are met: PSTK5000 (08/02) Page 11 of 23 (1) The written Claim is first made against any of You during the Policy Period. We will consider a Claim to be first made against You when a written Claim is received by any of You; (2) None of You knew, prior to the Effective Date of the first of one or more technology services errors and omissions policies issued to You by State Farm Mutual Automobile Insurance urance Company or its affiliates which together provided continuous coverage until the Effective Date of this Policy, of a circumstance that Could reasonably be expected to lead to the Claim; and (3) There is no other valid and collectible errors and omissions insurance for the Claim. MVM We will cover a written Claim, first made against any of You after the end of the Policy Period, but only if all of the following conditions are met: (1) The Wrongful Act is committed between the Retroactive Date and the end of the Policy Period; (2) We receive written notice from You during the Policy Period of the Wrongful Act. The notice must include all of the following information. (a) The names of those persons or organizations involved in the Wrongful Act; (b) The specific person or organization likely to make the Claim; (c) A description of the time, place and nature of the Wrongful Act and (d) A description of the potential Damages', (3) None of You knew, prior to the Effective Date of the first of one or more technology services errors and omissions policies issued to You by State Farm Mutual Automobile Insurance Company or its affiliates which together provided continuous coverage until the Effective Date of this Policy, of a circumstance that could reasonably be expected to lead to the Claim; and (4) There is tic) other valid and collectible errors and omissions insurance for the Claim. A Claim first made after the end of the Policy Period and arising from a reported Wrongful Act will be covered under the provisions of the Policy In effect on the date We receive the notice of the, Wrongful Act. PSTI<5000 (08/02) Page 12 of 23 I This section describes the provisions and conditions that apply to Claims first made after the end of the Policy Period when You have not reported a Wrongful Act during the Policy Period in accordance with Part 5.D.2.c. above. Such Claims are not automatically covered. To cover them, the First Named Insured must purchase an Extended Reporting Period from Us. If the First Named Insured purchases an Extended Reporting Pedod, We will cover a Claim first made against any of You during the Extended Reporting Period, but only if all of the following conditions are met: Wrongifull Act is committed between the Retroactive Date and the end of the Policy Period; (2) None of You knew, prior to the Effective Date of the first of one or more technology services errors and omissions policies issued, to You by State Farm Mutual Automobile Insurance Company or its affiliates which together provided continuous coverage until the Effective Date of this Policy, of a circumstance that could reasonably be expected to lead to, the Claim; and (3) There is no other valid and collectible errors and omissions insurance for the Claim. We will consider a Claim to be rnade during the Extended Reporting Period only if written Claim is first received by any of You after the Expiration Date of the Policy Period and prior to the Expiration Date stated in the Extended Reporting Period Endorsement. The following provisions and conditions also apply to the Extended Reporting Period: (4) If You or We cancel or nonrenew the Policy, and upon request by the First Named Insured, We will sell one of the Extended Reporting Period options listed below, unless We cancel or nonrenew the Policy because: (b) Any of You failed to comply with the Policy provisions. Extended Reporting Period options and the respective percentage of the Premium, as stated in Item 6. of the Declarations Page, You must pay to purchase the Extended Reporting Period are: One Year 50% Two Years 90% Three, Years = 125% Changes or proposed changes in premium or policy provisions shall not be construed as cancellation or nonrenewal of the Policy by Us, PSTK5000 (08/02) Page 13 of 23 (5) We must receive the First Named Insured's request for the Extended Reporting Period in writing within thirty (30) days after the end of the Policy Period. On receipt and acceptance of the request, We will issue an endorsement showing the Extended Reporting Period in accordance with the option requested by the First Named Insured. At the same firne, We will bill the additional premium, and We Must receive payment within thirty (30) days after the billing date for the endorsement to be effective. (6) 'The endorsement shall also include the provisions and conditions applicable to the Extended Reporting Period. Once in effect, the Extended Deporting Period may not be cancelled. (7) A Claim, that is first made during the Extended Reporting Period will be deemed to have been made on the last day of the Policy Period, The provisions of the Poiicy in effect on the last day of the Policy Period will apply. (8) The Extended Reporting Period does riot reinstate or increase the Limit of Liability. (9) The Extended Reporting Period does not extend the Policy Period or change the scope of coverage provided. e,. Multiple Claims All Claims arising from the same Wrongful Act will be deemedto have been made on the earlier of the following times: (1) The date the first of those Claims is made against any of You; or (2) The, first date We receive Your written notice of the Wrongful Act, The provisions of the Policy in effect on that date will apply. 3,111111111111111 11 111111111111il I I I I I I III iral gllllllllllllllllllllllmllm3ziill]=, mr-11111 1: 111] 111 a I MIZ! 1. Limit of Liability a, Each Wrongful Act The Each Wrongful Act Limit of Liability stated in Item 4.a. of the Declarations Page is, the most We will pay for Damages and Defense Costs combined for the total of all Claims made during the Policy Period and any Extended Reporting Period arising from one Wrongful Act, no matter how many: (1) Of You this Policy covers; (2) Claims are made; or (3) Pei -sons or organizations make Claims. PSTK5000 (08/02) Page 14 of 23 The Total Limit of Liability stated in Item 4.b. of the Declarations Page is the most We will pay for Damages and Defense Costs combined for the total of all Claims made during the Policy Period and any Extended Reporting Period, no matter how many: (1) Of You this Policy covers; (2) Claims are made; (3) Persons or organizations make Claims; or MEMMMM A separate Retention applies to each Wrongful Act. The Retention applies to Damages and Defense Costs combined, and Our obligation to pay Damages and Defense Costs applies only to the amount of Damages and Defense Costs in excess of the Retention. The Limit of Liability will not be reduced by the application of the Retention. The amount of Your Retention, is stated in Item 5. of the Declarations Page. Monona= If, at Our option, ge's-fox—r-led ense-Go-stmi- I -xcessi of the applicable Limit of Liability or if We have paid part or all of a Retention, the Named Insured shak be liable to reimburse! such arniounts upon demand. PART 6. DEFINITIONS USED IN THIS POLICY A. "Application or Renewal Application" means all the following: The Named Insured's signed Technology Services Errors and Omissions Liability Insurance Policy Application; 1 2. The Named Insured's signed Technology Services Errors and Ornissions Liability insurance Renewal Application, if this is a renewal of a policy issued by Us; and 3. All attachments to the Application or Renewal Application and any other information furnished to U's for the purpose of applying for the insurance. All such attachments and information will be kept on file by Us and deemed attached to and a part of the Policy as if physically attached to it. B,. "Bodily Injury" means physical injury, sickness or disease sustained by a person, including death resulting from any of these at any time. Bodily Injury also, means disability, emotional distress, mental anguish, mental injury, shock or fright resulting in or from Bodily Injury. C. "Claim" means a demand or assertion of a legal right seeking Damages made against any of You. PSTK5000 (08/02) Page 15 of 23 M "Damages"' means money judgment, award or settlement, except those for which insurance is prohibited by law. Damages does not include: 1. fines or penalties; 2. royalties, fees, refunds, deposits, commissions or charges for goods or services; 3. loss or disgorgement of profits by any of You, or 4, costs of correcting, performing or reperforming Technology Services, by You or another party when You had the capability to correct, perform, or reperform the service that generated the cost. E. "Defense Costs" means expenses incurred by Us or by You with Our consent in the investigation:, adjustment, negotiation, arbitration, mediation and defense of covered Claims, whether paid by Us or You with Our consent, Defense Costs include: 1 Expenses We incur, other than salary or adjustment expenses of Our regular employees or officials or fees and expenses of independent adjusters; 2. Reasonable and necessary attorneys fees; 3, Costs taxed against You in any suit defended by Us and to which this insurance applies; 4, Pre -judgment interest and the interest on the full amount of any judgment that accrues after entry of the judgment and before We have paid, offered to pay or deposited In Court the part, of the Judgment that is within the applicable Limit of Liability; 5. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable Limit of Liability. We do not have to furnish these bonds; and 6. Reasonable expenses incurred by You at Our request other than: a. Loss of earnings; and b. Salaries or other compensation paid to any Of You, R "Named Insured" means: 1. The person or entity listed in Item 1. of the Declarations Page; and 2. Any entity which is created or acquired during the Policy Period and which is whollly-owned by another Named Insured, This provision applies only: a. To Technology Services performed on or after the date of creation or acquisition of the new Named Insured; i b. If You advise Us within sixty (60) days of the creation or acquisition and provide reasonable information for Us to evaluate for material changes in conditions which may affect insurance afforded by the Policy; and C. If You agree to pay any additional premium We believe is reasonable and necessary as a result of the material changes. The First Named Insured is the Named Insured first listed on the Declarations Page. PSTK5000 (08/02) Page 16 of 23 G. "Policy Period" means the period of time stated in Item 2. of the Declarations Page, or any shorter period resultingi from Policy cancellation. H. "Property Damage" means physical injury to tangible property and any resulting loss or corruption of data or information, including all resulting loss of use of that property, data or information. Property Damage does not mean the loss, corruption or destruction of data or information when the tangible property on which the data or information resides or resided is not physically injured. "Retroactive Date" means the date, if any, stated in Item 3. of the Declarations Page, I Jill I 1 11 I The development, programming, integration, implementation, installation, maintenance and repair of software, code, hardware, equipment, devices and components; 2. Management, administration, hosting or operation of another party's systems (outsourcing services); 3. Systems facility management; 4. Systems consulting including software, hardware, equipment, device and component analysis and recommendations; 5. The distribution, licensing, sales, marketing, training and customer support in the use of software and hardware including freeware, shareware, firmware, equipment, devices and components; or 6. Data processing, management, storage and warehousing. K. "Wrongful Act" means the following conduct or alleged conduct by You or any person or organization for whom You are legally liable: 1. A negligent act, error or omission; 2. Failure to prevent a party other than any of You from: unauthorized access to, use of, tampering with or introduction of malicious code into data, programs or systems; 3. Oral or written publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products, or services; 4. Oral or written publication of material that violates a person's right to privacy; 5. False arrest, detention or imprisonment; 6, Wrongful entry or eviction, trespass, eavesdropping or other invasion of the right of private occupancy; 7. Malicious prosecution; or PSTK5000 (08/02) Page 17 of 23 8. Unintentional breach of warranties or representations made by You regarding the fitness, quality, durability and standards of Your performance of Technology Services. All Wrongful Acts that: 1 Take place between the Retroactive Date and the end of the Policy Period of the last policy We issue to You, and 2. Are logically or causally connected by common facts, circumstances, situations, transactions, events and/or decisions will be treated under this Policy as one Wrongful Act. PART 7'. GENERAL CONDITIONS — These conditions apply to the entire Policy. a �, rM!1!11111111 1,11111IM1511 111 IMP111911 111 1 ! !I I The First Named Insured is responsible for the payment of all premiums and Retentions. The First Named Insured has exclusive authority to act on behalf of all of You with respect to matters relating to this Policy, including: 1. Giving and receiving notice of cancellation and nonrenewal; 2. Receiving refunds; 1 Agreeing to any changes to this Policy; 4. Arranging for the investigation and defense of Claims, as necessary; 5. Notifying Us about any disagreement as to the final disposition of any Claim; and 6. Purchasing an Extended Reporting Period. 8. What to Do if You Have a Claim or Suit I If there is a Claim or a circumstance likely to result in a Claim, You must do the following: a. Notify Us in writing as soon as practicable-, this notice must: (1) Be sent to Us at the address specified in Item 8. of the Declaradons Page; and (2) Contain details that identify You, the claimant and also reasonably obtainable information concerning the time, place and other details of the Wrongful Act and Claim; b. Immediately send Us, at the address specified in Item 8. of the Declarations Page, copies of all dernands, notices, summonses or legal papers received in connection with the Claim; PSTK5000 (08/02) Page 18 of 23 G. Authorize, Us to obtain records and other information; d. Cooperate with and assist Us in the investigation, settlement and defense of the Claim; and e. Assist Us, upon Our request, in enforcing any rights of contribution indemnity against another who may be liable to any of You. I 2. None of You will, except at Your own cost, voluntarily make a payment, admit !lIability, assume any obligation or incur any expense without Our prior written consent. • -TITIMM No person or organization has a right under this insurance: To join Us as a party or otherwise bring Us into a suit asking for Damages fro any of You; or i 2. To sue Us on this insurance unless all of the Policy's provisions have been: fully complied with. A person or organization May Sue iUs to recover on "an agreed settlement" or on a final judgment against You obtained after an actual trial; but We will not be liable for Damages and Defense Costs that are not payable under the provisions of this insurance or that are in excess of the applicable Limit of Liability. "An agreed settlement" means a settlement and release of liability signed by Us, You and the claimant or the claimant's legal representative. The bankruptcy or insolvency of You or Your estate will not relieve Us of Our obligation under this insurance. However, this insurance will not apply to liliabi'lity directly or, indirectly due to such bankruptcy, insolvency, receivership or subsequent liquidation. if other valid and collectible insurance is available to any of You for any Claim We cover, this insurance is excess over such other insurance, except when the other insurance is purchased by the Named Insured specifically to apply in excess of this insurance and no other insurance exists. 0�11pliii You and We may have rights to recover all or part of any payment You, or We make under this insurance. if so, those rights are transferred to Us. You must do nothing to impair such rights. At Our request, You will bring suit or transfer those rights to Us and help Us enforce them. Any recoveries shall be applied as follows: 1. First, to Us up to the amount of Our payment for Damages and Defense Costs; 2. Then, to the First Named Insured as recovery of Retention amounts paid as Damages and Defense Costs. PSTK5000 (08102) Page 19 of 23 I I II! I I! I I! I I I I!! IAIM II 1 This Policy contains all the agreements between the Named' Insured and Us concerning the insurance afforded by this Policy. This Policy's provisions can be amended or waived only by written endorsement issued by Us and made a part of this Policy. 2. This Policy applies only to the Technology Services and Named Insuredi(s) as defined in the Policy or by endorsement as of the Effective Date of the Policy Period. This Policy shall not apply to any other services or enterprises unless such services or enterprises are added by written endorsement issued by Us and made a part of this Policy. If an endorsement is added, You shall promptly pay any additional premium that may become due. I : M It I all' Your rights and duties under this Policy may not be transferred without Our written consent. 1. The First Named Insured may cancel this Policy by mailing or delivering to US OF Our authorized representative advance written notice of cancellation. 2. We may cancel this Policy by mailing or delivering to the First Named Insured written notice of cancellation at least; a. ten (10) days before the effective date of cancellation if We cancel for nonpayment of premium; or b. sixty (60) days before the effective date of cancellation if We cancel for any other reason. We will mail or deliver Our notice to the address stated in Item 1, of the Declarations Page. Notice of cancellation will' state the effective date of cancellation. The Policy Period will end on that date. If this Policy is canceled, We will send the First Named Insured any premium refund due and the refund will be pro rata. The cancellation will be effective even if We have not made or offered a refund'. If notice is mailed, proof of mailing will be sufficient proof of notice. 911100��� We may elect to nonrenew this Policy by mailing or delivering to the First Named Insured written notice of nonrenewal at least sixty (60) days before the Expiration Date. We will mail or deliliver Our notice to the address stated in Item 1. of the Declarations Page. MMMMCEIM��� az� 1 The statements in the Application or Renewal Application for this insurance furnished to Us are accurate and complete; PSTK5000 (08102) Page 20 of 23 Us 2. Those statements furnished to Us are representations the Named Insured made to Us on behalf of all of You; 3,. Those representations are a material inducement to Us to issue this Policy; 4. We have issued this Policy in reliance upon those representations; and 5. If this Policy is a renewal of a policy issued by Us, Your representations include the representations made in Your original signed Technology Services Errors and Omissions Liability Insurance Policy Application, but only as of the Effective Date of the original policy issued by State Farm Mutual Automobile Insurance Company or its affiliates. The representations You make on Your Technology Services Errors and Omissions Liability Insurance Renewal Application(s) apply as of the Effective Date of Your renewal policy(ies). IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed and attested, but this Policy will) not be valid: unless countersigned by a duly authorized representative of the Insurer, to the extent required by applicable law. Edward B. Rust, Jr., President 0y6-ne M. Yow�Jl, Secretary PSTI<5000 (08/02) Page 21 of 20 Required endorsements are attached to the back of this Policy. PSTK5000 (08/02) Page 22 of 23 c 0;119 ;iv! 1 mr;; l�!, A copy of Your signed Application or Renewal Application is attached to the back of this Policy. PSTKSOOO (08/02) Page 23 of 23 114213MURIM 14, Issued to: ONE EIGH'ry MARKETING, INC. Policy Number: PS0000005534700 Endorsement number: (applicable when the endorsement is not issued with the Policy or takes effect after the effective date of the Policy) CHANGES ENDORSEMENT You and We agree Part 6. J.of the Policy is amended to: J. "Technology Services" means the following work performed for others: 1 The development, programming, integration, implementation, installation, maintenance and repair of software, code, hardware, equipment, devices and components; 2. Management, administration, hosting or operation of another party's systems (outsourcing services,); 3. Systems facility management; 4. Systems consulting including software, hardware, equipment, device and component analysis and recommendations; 5. The distribution, licensing, sales,, marketing, training and customer support in the use of software and hardware including freeware, shareware, firrnware, equipment, devices and components; 6. Data processing, management, storage and warehousing; 7, Website design,, development, maintenance and integration;, or 8. Search engine optimization, Search engine marketing, digital marketing and graphic design All other terms and conditions of this Policy remain Unchanged. This endorsement is a part of the Policy and takes effect on the effective date indicated below. Effective date of this endorsement.- September '12, 2016 If this endorsement is issued as part of the Policy on the Effective Date shown in the Declarations Page, then the countersignature on the Declarations Page also applies to this endorsement. If this endorsement is not issued with the Policy or takes effect after the Effective Date of the Policy, an Authorized Representative of the Insurer must countersign in the space below to validate the endorsement. By: Authorized Representativo PS103,1 (01/01) Page 1 Issued to: ONE EIGHTY MARKETING, INC. Policy Number: PS00001005534700 Endorsement number: (applicable when the endorsement is not issued with the Policy or takes effect after the effective date of the Policy) You and We agree Item 3. and Item 4. of Part 4. of the Policy are changed to read: 3, The Named Insured' s partners, officers, directors, employees and independent contractors of the Named Insured but only for Wrongful Acts within the scope of their duties in, such capacity for the Named Insured. 4. Former partners, officers, directors, employees and independent contractors of the Named Insured, but only for Wrongful Acts both,: a. Within the scope of their duties in such capacity for the, Named Insured; and b. Made while they were the Named Insured's partner, officer, director, employee or independent contractor. NUNN FEW C �iii I R d. Any present, former or prospective employees, independent contractors, officers or directors of any of You when the Claim is in any way related to the present, former or prospective employment or independent contract relations between the claimant and any of You. All other terms and conditions of this Policy remain Unchanged. This endorsement is a part of the Policy and takes effect on the effective dateindicated below. Effective date of this endorsement: September 12, 2016 If this endorsement is issued as part of the Policy on the Effective Date shown in the Declarations Page, then the Countersignature on the Declarations Page also applies to this endorsement. If this endorsement is not issued with the Policy or takes effect after the Effective Date of the Policy, an Authorized Representative of the Insurer must countersign in the space below to validate the endorsement. By: =t-4 Authorized Re,presentativ() Issued to: ONE EIGHTY MARKETING, INC, Policy Number: PS0000005534700 Endorsement number: (applicable when the endorsement is not issued with the Policy or takes effect after the, effective date of the Policy) You and We agree: 1. PART 7. GENERAL CONDITIONS, I. Cancellation is deleted and replaced by the following: 1 The First Named Insured may cancel this Policy by mailing or delivering to Us or Our authorized representative advance written notice of cancellation. 2. If this Policy has been in effect for less than sixty (60) days and is not a renewal with Us, We may cancel this Policy by mailing or delivering to the First Named Insured written notice of cancellation at least: a. Ten (10) days before the effective date of cancellation if We cancel for failure to pay the premium when due or for fraud; or b. Thirty (30) days before the effective date of cancellation if We cancel for any other reason. 3. If this Policy has been in effect for more than sixty (60) days, or if it is a renewal with Us: a. We may cancel this Policy by mailing or delivering to the First Named Insured, and the agent of record, written notice of cancellation at least: (1) Ten (10) days before the effective date of cancellation if We cancel for failure to pay the prenliUm when due; or (2) Sixty (60) days before the effective date of cancellation if We cancel for any other reason,; and b. We may cancel only for the following reasons: (1) Nonpayment of any premiun-i when due; (2) A judgment by a court or an administrative tribunal that the Named Insured has violated any law of this state or the United States having as one (1) of its necessary elements an act that materially increases any of the risks insured against; PSTK5009CA (12/02) Page 1 of 3 (3) Discovery of fraud or material misrepresentation by You or Your representative in obtaining coverage, or by the Named Insured or its representative in pursuing a Claim under the Policy; (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by the Named Insured or its representative, which materially increase any of the risks insured against; (5) Failure by the Named Insured or its representative to Implement reasonable, loss control requirements which were agreed to by You as a condition of policy issuance or which were conditions I precedent to use by Us of a particular rate or rating plan, if the failure materially increases the risks insured against; (6) A determination by the commissioner that the loss of, or changes in, reinsurance covering all or part of the risk would threaten Our financial integrity or solvency; (7) Determination by the commissioner that a continuation of the Policy would place Us in violation of laws of this state or Our state of domicile or that the continuation of coverage would threaten Our solvency; (8) A change by the Named Insured or its representative in the activities or property of the commercial or industrial enterprise which results in a material added risk, a materially increased risk or materially changed risk, unless the added', increased, or changed risk is included in the Policy. We will mail or deliver Our notice to, the address stated in Item 1. of the Declarations Page. Notice of cancellation will state the effective date of cancellation and it will include the reason(s) for cancellation. The Policy Period will end on that date. If this Policy is canceled, We will send the First Named Insured any premium refund due and the refund: will be pro rata. The cancellation will be effective even if We have not made, or offered a refund. 111�11 I qjjjjff���, IIII I I I I iI � I I II I I ��I 11:1 1 1 1 111 11 1 ITI I! We may elect to nonrenew this Policy by mailing or delivering to the First Named Insured, and the agent of record, written notice of nonrenewal at least sixty (60) days, but not more than one hundred twenty (120) days, before the Expiration Date if We intend not to renew the Policy, or to condition renewal upon a reduction of the Limit of Liability, elimination of coverages, increase in Retention, or increase of more than 25% in the rate upon which the premium is based. We will mail or deliver Our notice to the last known address of the First Named Insured. The notice shall include the reason for such non -renewal. PSTK50019CA (12/02) Page 2 of 3 2A notice of nonrenewal shall not be required in the event: a. Of the transfer of, or renewal of, the Policy without a change in its terms or conditions or the rate on which the premium, is based between insurers that are members, of the sarne insurance group-, b. The Policy has been extended for ninety (90) days or less and the notice required in J. 1. above has been given prior to the extension; C. The First Named Insured has obtained replacement coverage or has agreed, in writing, within sixty (60) days of the termination of the Policy, to obtain that coverage; d. The Policy is for a period of no more than sixty (60) days and You are notified at the time of issuance that it may not be renewed; e The First Named Insured requested a change in the terms or conditions or risks covered by the Policy within sixty (60) days before the Expiration Date; or f. We have made an offer, at least sixty (60) days before the Expiration Date, to renew the Policy under changed terms or conditions or at a changed premium rate. As used in this provision, "terms and conditions" includes, but is riot limited to a reduction in the Limit of Liability, elimination of coverages, or an increase in Retention. If We offer to renew this Policy at less favorable terms and conditions, including a reduction in limits, elimination of coverages, an increase in Retention, or at an increase of more than 25% in the rate upon which the premium is based, such less favorable terms will take effect on the renewal date if We have given You notice of the change(s) in terms at least sixty (60) days before the Expiration Date. If We have not given YOU such advance notice, then the First Named Insured may cancel the renewal Policy within sixty (60) days after the date notice was given by Us and We, will -forward the First Named Insured any premium refund due and such refund will be pro rata. All other terms and conditions of this Policy remain unchanged. 'this endorsement is a part of the Policy and takes effect on the effective date indicated below. Effective date of this endorsement: September 12, 2016 If this endorsement IS issued as part of the Policy on the Effective Date shown in the Declarations Page, then the countersignature on the Declarations Page also applies to this endorsement. If this endorsement is not issued with the Policy or takes effect after the Effective Date of the Policy, an Authorized Representative of the Insurer must countersign in the space below to validate the endorsement. ... .... .. . eel-) By: Authorized Representativo, PSTK5009CA (12/02) Page 3 of 3 Aug 19 16 09:02a p.3 UIT"JOROTTU, PROPOSED INSURED: 1. Name of Your firm. One Eighty Marketing, Inc. Street Address: 72-185B Painters Path City, State, Zip Code: Palm Desert, CA, 92260 Telephone No.: _(Z§O J_841-4583 ---- Web Site URL: www.graphtek.corn 2. A, Provide the date Your Finn Was esteiblished. 1992 B. Geographic area in which You provide service(s): Local . - Regional (Multi -state) , I/ Nationak Iriternational 3. Are You owned by, or affiliated with other companies, or do You have any subsidiaries? Yes No A. If yes, please advise: % of Name of Entity filature of Opffg!fons Ownership i !P * ,•. . 4, A, Within the past three years, have You changed Your narre, acquired any business, or have You rnerged or consolidated with any entity? If yes, provide the following information (if more space is needed, advise by attactiment). Yes No Date Type of Transaction filarr�e of Entity of Transaction (qgquisitloNm redconsolidation) B, In any of the above transactions, did You assume any liabilities , (i.e. responsibility for prior acts) of the acquired, merged or consolidated entity? If yes, provide details of the HaWity(iies) assumed. Yes No PSTKAPP (01101) Aug 19 16 09Ma p.4 5. & Provide the number of Your: principals,, partners or officers 1 technical personnel 2 clerical personnel 8 B. List the qualifications of key personnel or attach experience resumes of each, Alan Schmidt - 20 ears as p rog ra m i ner, degree in cum puter scien cc Chartes Hollins - certification from Co�de decade , 1 expere ce C. Do You have any certified, licensed or registered professionals on staff? (i.e. architect engineer, medical practitioner, attorney, CPA, actuary, insurance agent or broker, financial planner/advisor, etc.) If yes, what services, are they providing? Yes No V( 74FJORR—MMM 6, Indicate which of the following Technology Services You perform for others, and the respective percentage each represents to Your total operations: 20 % Custom software development 0 % Package software development 0 % Sale of software on behalf of others 0 % Sale of hardware on behalf of others 5 % Software maintenance and SUpport 0 % Hardware maintenance and support 0 % Systems consulting, including analysis, design and/or recommendations 0 % Data and/or systems processing, management or hosting (outsourcing) 0 % Systems facility management 75 % Other (pleasedescribe) web site design and development. email marketing graphic design, social media matioaqaent 100% Provide copies of brochures, advertising materials, etc., that describe Your Technology Services. 7, A. Provide the following information regarding Your Income from the above services: Gross billings, sales, fees or commissions for the: (circle the appropriate basis) Previous 12 months Current 12 months Estimate for coming year - 1,274,353.00 6 1,239,864.00 $ 1,500,000.00 B. What percentage of the above amounts was derived from operations outside the United States? Estimate for Previous 12 months 0 % Current'12 months a % PSTKAPP (01/01) Aug 19 16 09:02a C. Do You have a physical presence (e.g. office, staff, independent contractors) outside of the United States? If yes, indicate which countries and -describe operations, Yes No Developers in India 8. Ust the principal industries, to which You provide Technology Services (e.g. consumer products, professions, utilities, healthcare, industrial, financial, governmental, educational, etc.)* 9. Indicate an (X) in each of the following areas in which Your Technology Services has major or primary applications. - LAN /WAN/Netwcfl< management Funds transfer/transactions Accounting/Financial (not funds transfer) Adryfinistrative Architectural/Engineering Instructional Communications Imaging x Database managernent Publishing Sciendfic/Mathematical Office automation Electronic data interchange Arch[ving/Retrieval Other (pGease describe) M Are You involved with computer -assisted design1drafting (CAD), computer - assisted engineering (CAE), computer -assisted manufacturing (CAM) or any real-time monitoring ysterns or software? If yes, attach a complete description of such activity, including end -use of applications, by clients. Yes No V 11. Do You design, manufacture or install computer hardware or component 'Parts? If yes, please describe such activity and ends -use of hardware or components. Yes No V/ 12. Do You service, maintain or install computer hardware or cornpoonent parts? If yes, please describe such activity. Yes No 13. Do, You use independent contractors or subcontractors for the Technology Services described in Question 6. above? Yes No A. If yes, provide the estimated percentage of time used: 20 % B. If yes, describe the services they perform and the experienceiclualificabon requirement -> for independent contractorssubcontractors: website d we!opers, ;:t tra b years experience C. If yes, describe how independent contractorstsubcontractors are monitored and managed, and provide sample agreements utilized with those parties: Collaboration between onsite. project managers and local pr 'ect mangers. Utilize web based project management software to track time and activities. PSTKAPP (01101) Aug 1, 9 16 09:02a RISK MANAGEMENT: 14, A. Is a standard test plan followed for all of Your system aryJ/or software design and development work? Yes No L1 Does Your test plan include procedures for detection and correction of bugs, viruses, intrusions, security flaws, or other anomalies? Yes No O. Do Your clients provide written acceptance of the systems and/or software prior to production or implementation? Yes V No 1). Co You retain design, development, and testing docurre. ribbon for the life of the systems and/or software? Yes No E, If bugs, viruses, intrusions, security flaws, or other anomalies are discovered in systems and/or software You provide to others, what are Your procedures for determining affected usersi licensees, notifying them of potential problems and providing necessary modifications? Notification via email. We monitor security updates for our software systems weekly. Security patches are installed as release. 15, Do You publish, release, distribute, archive for retrieval or otherwise disseminate any material or content which has been previously published, released, distributed or disseminated by others? Yes V No A, If yes, do You obtain wdtten agreement for such activity from the supplier and/or creator of the material or content? Yes No E If yes, does the agreement include indemnity/hold harmless provisions in Your favor, in case of a dispute involving ownership rights in the matedai or content? Yes No C. If You do not obtain a written agreement, how do You obtain rights to publish, release, distribute, archive/retrieve or otherwise disseminate the material or content? fro It Free standard use agreernent. G. please name Your principal sources for such material or content: shutterstock.com 15. Who evaluates Your intellectual property procedures (use of copyrighteditradernarlQed material or content)? Outside law firm (firm name) I n-house (names) attorney(s) Other -owner (specify) Aug 19 16 0:9:03a p.7 17, A. Do You use A written contract or agreement describing the services You will provide? If yes, attach representative contracts, work orders, license agreements or letters of agreement You use with Your clients, If no,, please explain how You determine and document rights and responsibilities with Your clients, customers or other parties regarding the services to be insured, then proceed to Question I B. Yes V No See attached: DIVIS Ero R9 s4l - 0 f I A--V B. Provide the percentage of time You use the written contracts or agreements describing Your services. 100 % C. Do Your contracts contain the following Hold Harmless or Indemnity Agreement inuring to Your benefit? Yes No Hold Harmless or Indemnity Agreement inuring to Your clients benefit? Yes No Guarantees or warranties? Yes No Disclaimers inuring to Your benefit? Yes No 18, Has a law firm experienced in Your field reviewed Your: A. Contracts? Yes I/ No B, Procedures? Yes V No 19. What other safeguards or procedures do You employ to avoid and/or minimize potential exposure to claims which may arise out of Your Technology Services? none M A. [lave any claims, suits or proceedings been made during the past three years against any of You or any of Your predecessors in business, subsidiaries or affiliates or against any of their past or present partners, owners, officers, sales persons, or employees? If yes, complete a Supplemental Claim Information Form for each claim, Yes No If an insurance policy is issued, it will not insure any claims, suits or proceedings made against You or any past partner, owner, officer, sales person or employee before the effective date of the policy or any subsequent claims, suits or proceedings arising therefrom. B. Are any of You aware of any actual or alleged fact, circurnstance, situation, error or omission which may reasonably be expected to result in a claim being made against You or any of the persons or entities described in Section 20.A. above? if yes, explain in an attachment. Yes No V/ If an insurance policy is issued', it will not insure any claims, suits or proceedings that can reasonably be expected to arise from any actual or alleged fact, circumstance, situation, error or omission known to any of You before the effective date of the policy, C. Have You or any of Your predecessors in business, subsidiaries or affiliates or any or their past or present partners, owners, officers, sales persons or employees been investigated and/or cited by any regulatory agency for violations arising out of Your or their activities or services? If yes, explain in an attachment. Yes No PSTIKAPP (01 /01) Aug 19 16 09:03a PRIOR OR CURRENT COVERAGE: 2 1, A, Provide the following information for similar insurance, if any, carried during the last three years: company Limit Retention Premium Pc1iyTerrn B. Provide the current retroactive date (if Claims Made coverage) 22. A. Provide the following information for Commercial General Liability coverage currently in force: - Company L4nit Policy Term State Farm General Insurance Company 2,000,000 01118/2017 B. Does the above policy include coverage for Prod ucts/Completed V Operations hazards? Yes No C. Does the above policy include coverage for Advertising Injury and Personal Injury perils? Yes No V/ 7.WJ-K*7WEUY� By signing this application, You agree that A. The statements and answers given in the application and any attachments to it are accurate and ccmplete', B. The statements and answers You furnish to Us are representations You make to Us on behalf of all persons and entities proposed for coverage; C. Those representations are a material inducer rent to Us to provide a proposal for insurance-, 0. Any policy We issue will be issued in reliance upon those representations; E, You Wll report to Us immediately, in w0ing, any material changes in Your activities, services, condition or answers provided in this application that occur or are discovered between the date of this application and the effective date of any policy, if issued; and F. We reserve the right, upon receipt of any such notice, to modify or withdraw any proposal for insurance We have offered. WARNING IN RUN .......... -or aWimitlon nint besignWaixidaiied bya pirindpal, pAw, cftwcrckoctord#*firrn pilor to issu3nae of#* WXV: M i k e C h e I e y WOIM6 • PSTKAPP (01101) Aug 19 16 09;04a il jolaw M Fill 0:11 q a WA I IMUNJI 1*01FMI Mqyn NIV 14 LWIN I 1*] 0 A. Name of Applicant: One Eighty Marketing, Inc dba Graphtek Interactive B. Please check if Your activities or services for others include any of the following E Search, Engine Optimization F-1 Security consulting Ful Website development/design/maintenance D E-business consulting Application service provider Proprietary database development/design /maintenance Internet software development Other Digital MarketiM consulting Internet content provider C. Please indicate the type(s) of content You create and/or the type(s) of content created by others You utilize in performing Your activities or services. (check all that apply): Software Word Press, Dlrupe (type) F-1 Financial Movies/Movie clips El Games/Entertainment Health/Medical Commercial material Archived documents/records Database Client-provid. content (subject) Adult/mature audience Music/ ound clips J Self-help/Self-Improvement F Children's interest (under 13) CF Other (please describe) Informational 7_1 None D 1. a, Do You obtain a written assignment of all rights in the content created by others (third parties)? If yes, please attach a copy of a representative contract1agreement for such content/rights. IM Yes C No b. If no, how do You obtain rights in the content created by others? See attached: Freelance Agreement v2ldoc E� Do You obtain and document releases and consents from performers, models and/or other subjects appearing in images? If yes, attach a copy of Your standard release form, If no, explain why not, M Yes []No See attached. Reiease.of F. Do You frame content of others without written permission? n Yes W No G. Do You link to websites owned or operated by others? is Yes E] No 1 If yes, do You obtain permission from the other site ownerloperator for the link? M Yes El No 2, Do You deeplink (link to any page of another website deeper than its homepage)? N Yes [:]No PSTKSUP 1 (08M) Ai,ig 1916 09:04a P.10 H. Describe Your procedures for reviewing and/or editing content created or provided by others. Content is provided by dients. Our agreement states they are responsible for releases. 1. Do You always include a recornmendaltion for the use of a privacy disclosure !statement on any website(s) that You design d develop? K Yes 0- No J. I, How often do You perform backup of Your systems and data? Nightly 2. Are backups stored off site? Yes No K Do You design, I develop interactive web,sites for others?, Yes No If Yes, do You use the following technologies? 1. encryption? Yes No 2. authentication? Yes No 3. virus detection/remediation? AYes El No L. 1 Do You make: recommendations on the use of online "click' agreements in development of websites for others? 0 Yes K No NOTE: THIS WEBSITE DESIGNERS I DEVELOPERS SUPPLEMENT 19 ATTACHED TO AND FORMS A PART OF THE TECHNOLOGY SERVICES ERRORS AND OMISSIONS LIABILITY INSURANCE POLICY APPLICATION. IT IS SUBJECT TO THE SAME PROVISIONS CONCERNING REPRESENTATIONS MADE AS IN THE BASIC QW1.*01RIPORATING THIS SUPPLEMENT MUST BE SIGNED AND DATE& BY A PRINCIPAL, PARTNER, OFFICER OR DIRECTOR OF THE FIRM PRIOR TO ISSUANCE OF THE POLICY. PSTKSUP 1 (06/08) Aug 1916 00:04a M µ 1U."ill"11021101, 1. Name ofYour firm: Please list the types of businesses, Industries. etc. in which Your major clients operate (i.e. retail rrmerc andlse, government, entertainment, etc.): 3. Please complete the appropriate sections lndicatIng the approximate percentages of Your totaloperation »totalM' El . Consulting Direct : Maliling Ust brokering g Istereatlon and maintenance Data WarehouslrgiDala Processing Desk toppublishing designIlayout Graphicdesign Promoflon)SweepstakeWContests)Coupon Design Commercial « Advertising Agency Public Relations Consulting r a :E U « w41 . 1 « % Other (specify) D« You use subcontractors? if yes, please aftach a sample copy of a contract used with subconlractas and reWnd to the folloWng regardtng subcontracted (a) What services do You subcontract: r1lynM U2 � (a) Approximate percentageof time subcontractors are utilIzeri: � � % (c) Cie You regLire Your subcontractors to maintain errors and omissions insurance? Yea - ___.. No i° SMSSUP 15 (01101) Aug 19 16 U :04a p.12 :, In the development design of copyrighted trademarks, logos, packaging or dl splay design? Yes No ) Pleaseadvisethe totalAir otrademarksYou developeach year: % Attachdescription of +ur legal review or otherprocedures ;t for X. r tradernaft, 00pyrighted material or other Intellectual property. 6. Do You udlize outside legacounsel wr review and/or consultation on personal Injury w Intellectual prop" mNO if yes, please advise name of attorney and firm. o Your acitwltlos, Involve: set -op andVor management of promotional games. e contests, lotteries, sweepstakes, or other games of chance? Yes No if yes. please provide details including copies of representative contracts. S. Do Your contracts always require Your client to sign off an all press releases. advertising or promotional materials prior to dissernination7 Yes No w A .� �, F `. I do � � � fF h• N i. � .; '�.. n PSMSSUP1 (01/01) Workers Compensation and Employers Liability Insurance Policy Policy Number: WKN 126657-12 This Schedule is amended to show: Added Waiver of Subrogation PreerreEm l ers� Z 1 N U H A N E G 0 M P A N Y Amended Classification and Rating Schedule Estimated Class Code Description Payroll Rate Premium 4297 2 GRAPHIC DESIGN - ALL OPERATIONS - 714,388 0.44 3,143 INCLUDING CLERICAL OFFICE EMPLOYEES Terrorism Risk Insurance Act 0.039 279 Installment Billing Fee 8.0000000 24 Ca Fraud Assessment 0.0017410 5 Ca Wcarf Assessment 0.0034330 11 Ciga Surcharge 0.0200000 68 Ca Uebtf Assessment 0.0005320 2 Ca Sibtf Assessment 0.0011910 4 Ca Oshf Assessment 0.0019250 6 Ca Lecf Assessment 0.0012150 4 Waiver Of Subrogation -Specific 0.05 0 Total Policy Amount $3,546 PEI122 05/01 /98 Page 1 of 2 Workers Compensation and Employers Liability Insurance Policy Policy Number: WKN 126657-12 This Schedule is amended to show: lr rr+ l ers 1 N U H A N C E C U M P A N Y Nothing in this schedule shall vary, alter, waive or extend any of the terms, conditions or limitations of this policy other than as stated above. Nothing elsewhere in this policy shall be held to vary, alter, waive or limit the terms, conditions, agreements or limitations of this endorsement. This schedule when attached to Policy Number: WKN 126657-12 issued to ONE EIGHTY MARKETING, INC. shall be valid and shall form part of referenced policy. The effective date of this endorsement is 02/15/16 at 12:01 A.M. Endorsement No.: 11 Producer Number: 28600 Agency Name: LEAVITT SOUTHERN CALIFORNIA INS SVCS Date Issued: 08/08/16 Authorized R esentative PEI122 05/01 /98 Page 2 of 2 Workers Compensation and Employers Liability Preferred E„M��gyers Insurance Policy ����������,,. ��������������� ��� �������................. 1 N S U !r h N f;' E C U h1 N" A N Y Waiver of Our Right to Recover from Others Endorsement — California We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be determined by multiplying the California workers' compensation premium due on such remuneration by the factor 5.000 Schedule Person or Organization City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 Job Description RE: contract requirement This endorsement is subject to a minimum premium charge of $200 Nothing in this endorsement shall vary, alter, waive or extend any of the terms, conditions or limitations of this policy other than as stated above. Nothing elsewhere in this policy shall be held to vary, alter, waive or limit the terms, conditions, agreements or limitations of this endorsement. This Endorsement when attached to Policy Number: WKN 126657-12 issued to ONE EIGHTY MARKETING, INC. shall be valid and shall form part of referenced policy. The effective date of this endorsement is 02/15/16 at 12:01 A.M. Endorsement No.: 12 Producer Number: 28600 Agency Name: LEAVITT SOUTHERN CALIFORNIA INS SVCS Date Issued: 08/08/16 Authorized Representative PE1104 05/01 /98