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HomeMy WebLinkAboutWebb Management Services Inc; 2019-04-19;AGREEMENT FOR VENUE FEASIBILITY STUDY AND MARKET SURVEY WEBB MANAGEMENT SERVICES INC THIS AGREEMENT is made and entered into as of the \~ day of A~r\\ , 2019, by and between the CITY OF CARLSBAD, a municipal corpo(tion, ("City"), and Webb Management Services Inc, a corporation, hereinafter referred to as ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in arts and cultural venue feasibility studies. B. Contractor has the necessary experience in providing professional services and advice related to a market survey of existing arts and cultural venues. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty-four thousand, six hundred dollars ($34,600). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed forty thousand dollars ($40,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". City Attorney Approved Version 9/27/17 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". Invoices shall be sufficiently detailed to include related activities and costs for approval by City's L&CA Director or designee. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's City Attorney Approved Version 9/27/17 2 agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase City Attorney Approved Version 9/27/17 3 replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS 13.1 All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 13.2 City acknowledges that Contractor has developed methods and materials that will be used in the performance of this Contract, and will develop additional materials, programs and processes in the course of performing this Contract, all of which are proprietary and confidential to Contractor, including without limitation presentation and training materials (both electronic and hardcopy), writings, assessment instruments, data, charts, computer and other programs, processes, outlines, written documents, drawings, illustrations, photographs, and other information (collectively "Proprietary Information") Contractor agrees that such Proprietary Information shall not include information that is currently in the public domain, or which comes into the public domain outside of Contractor's performance hereunder; or information which City had in its possession prior to entering into this Contract. 13.3 City acknowledges that it will be given access to Contractor's Proprietary Information in the course of Contractor's performance under this Contract. City shall have a non-exclusive license to use Contractor's materials, including but not limited to its Proprietary Information, but only during and in connection with its receipt of services under this Contract, unless the use of a particular item for other purposes is expressly agreed to in writing by the Contractor. All such Proprietary Information shall remain the property of Contractor, however, subject to all restrictions contained herein. 13.4 Except as required by law or as specifically agreed to in writing by the Contractor, City agrees it will not (1) use any such Proprietary Information outside of its work with Contractor under this Contract, (2) appropriate any such Proprietary Information to its own use outside the scope of this Contract, or (3) disclose any such Proprietary Information to third parties, without the advance and express written permission of Contractor. Prior to any disclosure required by City Attorney Approved Version 9/27/17 4 law, City will give Contractor written notice of its intent to disclose such Proprietary Information, in sufficient time to allow Contractor to seek judicial protection for its Proprietary Information. 13.5 When this Contract is terminated, City shall return to Contractor all Proprietary Information of Contractor, however received, in the same condition as it was received. City's obligations under this section, to preserve the confidentiality of Contractor's Proprietary Information, shall survive the termination of this Contract. 14. COPYRIGHTS City of Carlsbad Library & Cultural Arts department will own any work customized for them under the terms of this Agreement. The City will be able to use such work in perpetuity without the payment of any fees or royalties. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Heather Pizzuto Title Library & Cultural Arts Director Department Library & Cultural Arts City of Carlsbad Address 1775 Dove Lane Carlsbad, CA 92011 Phone No. 760-602-2011 For Contractor Name Duncan M. Webb Title President Address 501 Fifth Avenue, Suite 1202 New York, NY 10117 Phone No. 212-929-5040 Email duncan@webbmgmt.org Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes ■ NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. City Attorney Approved Version 9/27/17 5 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., City Attorney Approved Version 9/27/17 6 the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Remainder of Page Intentionally Left Blank City Attorney Approved Version 9/27/17 7 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR By:~ • ~ ----~,\~ (sign here) DUNCAN M. WEBB/President (sign here) () 7) \J\V) (,, <A.fl VVl .\N Q_ b1 1 r T\J ':) ~~ (print name/title) F CARLSBAD, a municipal ion of the State of California SCOTT CHADWICK City Manager ATTEST: Q il:a--v~~ BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: ::uA A :rrrr:ey Assistant City Attorney City Attorney Approved Version 9/27/17 8 EXHIBIT "A" SCOPE OF SERVICES Contractor will provide a study and assessment of a potential visual and performing arts venue located within the City of Carlsbad, including input from key community stakeholders and a market analysis related to existing venues, as well as establishing interest and potential usage of a new performing and visual arts venue. Work will commence no later than 30 business days from date of execution of this agreement. PROJECT DESCRIPTION The City has requested consultant services from Contractor to conducting a feasibility study and market survey focused on the potential for (1) a visual and performing arts venue located within the City of Carlsbad and (2) an analysis of the current status of performing and visual arts venues in North San Diego County, California. BACKGROUND The Arts & Culture Master Plan was approved by the Carlsbad City Council in June 2018. This project is the first step of a long-term process to consider the potential for a future performing and visual arts venue in Carlsbad, CA. This work is a direct result of community feedback during the Master Plan process where the topic of an arts venue was the number one response from surveys, focus groups and interviews. It is still early to assign a definitive description of a future arts venue. Ideally, a new venue would be a state-of-the-art facility offering a wide range of programs and events in both the performing and visual arts; thus, encouraging an interdisciplinary approach fostered by the close proximity of various art forms in residence together. Future dialogue may focus on how best to deliver varied experiences and programs that are aligned with community interests, as detailed in the research section of the recent Arts & Culture Master Plan. CONTRACTOR'S SERVICE FOCUS 1. Audience Demand: What is the size and nature of Carlsbad market and what does that suggest about potential for arts attendance at a new venue? What do the market characteristics suggest about latent demand for arts programming that could be developed in new facilities? 2. Facility Demand: What is the nature of demand for space on the part of potential users (arts groups, educators, presenters, etc.)? How often might particular spaces be used and for what purpose? Is demand sufficient to warrant investment in a new venue? 3. Competition: What is the size, quality and level of access available to facilities that already serve Carlsbad and North San Diego County? Are there significant gaps in the inventory that might be filled by a new venue? 4. Community: What are Carlsbad's goals and objectives for the next 20 years, and how might a new performing and visual arts venue contribute to the achievement of those goals? ADDITIONAL CONSIDERATION It should be noted that the City of Carlsbad is currently in the planning stages for a new city hall as a part of a larger, future civic campus and -may include - a possible cultural arts facility whose nature or function is yet to be determined in the context of a civic campus. Groundbreaking for a new city hall facility is tentatively proposed to occur in 2023. Additional entities, such as a cultural arts facility, may be planned for a groundbreaking at a later date. This feasibility study will run concurrently with, compliment and to some extent, inform the vision for an arts and cultural facility in the context of a possible civic campus in Carlsbad. This study should provide added information regarding a cultural arts facility development in the context of the current city hall effort or may identify the potential for a future performing and visual arts venue, independent of the city hall or a civic campus. PROJECT TEAM Each member of the Contractor's team will lend their expertise to the City of Carlsbad Feasibility Study. Firm president Duncan Webb will serve as the overall project manager, guiding the study City Attorney Approved Version 9/27/17 9 process, attending meetings, directing recommendations, and digging deep on broader issues facing the project. He will be joined on this project by the following team members: • Victoria Plettner-Saunders, affiliate consultant, will draw on her intimate knowledge of the regional arts community and deep experience working for regional arts organizations to ensure that the study effectively considers and responds to the local cultural community and climate. • Senior Consultant Carrie Blake will lead the research process, placing particular emphasis on defining and understanding the market for performing and visual arts programming in Carlsbad. She will also contribute to synthesizing research to arrive at clear and meaningful recommendations. • Christina Kruise will conduct research on existing facilities and will organize user demand estimates and will lead the creation of draft and final deliverables. SCHEDULE OF SERVICES Weeks One and Two: The first two weeks of the study focus on getting organized and conducting background research in which the following topics will be addressed: • Review of study goals and expectations, including client and community engagement • Delivery of relevant information from the City to the consulting team • Scheduling and organizing the interview trip which will occur in Week Three • Scheduling meetings and deadlines for the balance of the study Week Three: To members of the consulting team will travel to Carlsbad for several days to complete the following data collection: • Interviews with local stakeholders and key constituents defined by the Arts & Culture Master Plan (2018) Cultural Plan. Interviewees include potential facility users and programming partners, arts and culture leadership, key community and educational stakeholders; selected visual and performing artists and other providers of arts and cultural experiences as appropriate. • Site visits to existing visual and performing arts facilities in Carlsbad and the surrounding North County San Diego region. • Meetings with project leadership in order to fully understand the political and economic issues surrounding and affecting the study. • Tours and data collection on potential sites for a new arts venue. Weeks Four to Seven: These four weeks will be focused on completing research and analysis to inform conclusions and recommendations on the viability of a new performing and visual arts venue in Carlsbad. • Audience Demand/Market Survey: Contractor will collect and analyze information on the market (size, characteristics, trends) in order to suggest the capacity and propensity for attendance at a new venue. • Facility Demand: Contractor will use information gleaned from in-person interviews, as well as subsequent research collected via email surveys or phone interviews. • Competition: Using data collected during site visits, the Contractor will assess the current market of existing venues and the potential for a new venue, identifying gaps in size, quality or programming. • Community Benefits & Impacts: Using information from interviews, as well as additional research from community planning documents, Contractor will determine how a new performing and visual arts venue can play a role in achieving community goals such as those City Attorney Approved Version 9/27/17 10 related to the potential establishment of a civic campus, economic development, educational opportunities such as developing a STEAM pilot initiative, business/commercial development and cultural tourism. • Partnerships: Contractor will identify and assess potential partners from the public, private, and educational sectors that could help support the development, activity, and operation of a new arts venue in Carlsbad. Contractor will also consider how various partnerships might be advanced and formalized as appropriate. Week Eight: Contractor will return to Carlsbad to workshop initial findings and deliver a preliminary report. Weeks Nine and Ten: Contractor will incorporate feedback on the presentation and preliminary report to create a final report, including all research, findings, and recommendations. PROFESSIONAL FEES AND PAYMENT SCHEDULE The maximum professional fees allowed under the terms of the Agreement total $34,600, inclusive of expenses, to complete the work as detailed in the chart below. Expenses are included for travel to Carlsbad, California (including two person-trips from New York City, New York and three person- trips from San Diego), data purchase, and other materials to support the project. Contractor will bill monthly based on the progress of the study. Invoices submitted to City shall be sufficiently detailed to include related activities and costs for approval by City's Li brary & Cultural Arts Director or designee. _Feas1bi11ty Study for Performing & Visual Arts Fac11it1es Team Member Webb Plettner-Blake Staff Total Total Cost Saunder Hours Nonprofit/Reduced Hourly Rate for this Proposal $200 $150 $100 $50 BIiiabie Hours ner Team Member Project kick-off 4 4 4 12 $1,800 Material review 2 16 2 2 22 $3,100 Interviews 4 4 2 2 12 $1,700 Tours of existing facilities 4 4 8 $1,400 Interviews with leadership 4 4 8 $1,400 Visits to potentia I project sites 4 4 8 $1,400 Audience demand/market study 2 16 8 26 $2,400 Facility demand assessment 2 2 4 8 $800 Review of existing facilities and competition 4 4 16 24 $1,800 Community benefits and impacts 4 4 8 $1,000 Identify and assessing partnership 4 4 8 $1,400 Conclusions and Recommendations 4 4 2 10 $1,300 Site assessment and parking demand 4 2 6 $1,000 Comparable facilities and projects 2 4 16 22 $1,600 Draft report/Presentation deck 8 12 4 24 $3,000 Workshop 8 4 $2,200 Incorporate feedback 4 4 4 12 $1,400 Finalize deliverables 2 8 2 12 $1,300 Total Hours / Professional Fees 66 48 64 64 230 $30,000 BIiiabie Expenses Average Travel Expenses per Trip($) $1,400 $200 Estimated Number of Trips 2 3 Market Data/ Materials Allowance $200 $1,000 Total BIiiabie Expenses $4,600 TOTAL STUDY COST $34,600 City Attorney Approved Version 9/27/17 11 Client#· 87823 WEBBMANA ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) 3/29/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2:~~cT Vicky Staley Frenkel & Company rlJg,Nfio, Ext): 213-787-1144 I rffc. No): 213-787-1167 350 Hudson Street ~t1D~~ss: vstaley@frenkel.com 4th Floor INSURER(S) AFFORDING COVERAGE NAIC# New York NY 10014 INSURER A: Philadelphia Indemnity Insurance Co 18058 INSURED INSURER B: Webb Management Services, Inc. INSURERC: 350 Fifth Avenue Suite 4005 INSURER D: New York, NY 10118-4005 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER IMM/DDNYYYl I !MM/DDNYYYl A X COMMERCIAL GENERAL LIABILITY X PHSD1407054 ~2/03/2019 02/03/2020 EACH OCCURRENCE $1,000,000 c--:=:i CLAIMS-MADE [Kl OCCUR ~~~~g,~J?E~'i,~t7rfence\ $50 000 ✓ MED EXP (Any one person) ~ $5,000 PERSONAL & ADV INJURY $ ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Pi □PRO-□LOG POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER: $ A AUTOMOBILE LIABILITY PHSD1407054 02/03/2019 02/03/2020 COMBINED SINGLE LIMIT $Included !Ea accident) ~ ANY AUTO BODILY INJURY (Per person) $ ~ OWNED ~ SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -~ X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY !Per accident) -c-- $ A ~ UMBRELLA LIAB ~ OCCUR PHUB660621 I02/03/2019 02/03/202C EACH OCCURRENCE $1 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1 000 000 oEo I xi RETENnoN$10000 $ WORKERS COMPENSATION l~~fTllTF I 1gJH-AND EMPLOYERS' LIABILITY y / N ANY PROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Property PHSD1407054 I02/03/2019 02/03/2020 BPP: $25,000 A Professioanal PHSD1407054 I02/03/2019 02/03/2019 see below ✓ Liabilitv DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Professional Liability Limits: Each Claim: $1,000,000, Aggregate:$1,000,000, Deductible: $5,000 Heather Pizzuto City of Carlsbad Library & Cultural Arts Department are included as additional insured on General ✓ Liability policy per the attached endorsement. CERTIFICATE HOLDER CANCELLATION Heather Pizzuto City of Carlsbad Library SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN & Cultural Arts Department ACCORDANCE WITH THE POLICY PROVISIONS. 1775 Dove Lane Carlsbad, CA 92011 AUTHORIZED REPRESENTATIVE ~/J, ,b, .P?_.,,,. -I - © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S1543803/M1423114 YNAG1 PI-BP-001 NY 9/05) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS POLICY-ELITE ENHANCEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposures are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy. Throughout this endorsement the words "you" and "your"refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the Company providing this insurance. Part 1: Property Coverage Enhancements: The following amendments are a part of the BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM: 1. Increased Glass Limits Section A. Coverage, item 4.b. is replaced by: b. With respect to glass (other than glass building blocks) that is part of the interior of a building or structure, or part of an outdoor sign, we will not pay more than $3,000 for the total of all loss or damage in any one occurrence. This Limitation does not apply to loss or damage by the "specified causes of loss", except vandalism. 2. Increased Fire Department Service Charge Section A. Coverage, item 5.c. is replaced by: c. Fire Department Service Charge When the fire department is called to save or protect Covered Property from a Covered Cause of Loss, we will pay up to $3,000 for your liability for fire department service charges: (1) Assumed by contract or agreement prior to loss; or (2) Required by local ordinance. 3. Reduced Waiting Period and Longer Duration for Civil Authority Coverage Section A. Coverage, item 5.i. is replaced by: i. Civil Authority We will pay for the actual loss of Business Income you sustain and necessary Extra Expense caused by action of civil authority that prohibits access to the described premises due to direct physical loss of or damage to property, other than at the described premises, caused by or resulting from any Covered Cause of Loss. The coverage for Business Income will begin 48 hours after the time of that action and will apply for a period of up to three consecutive weeks after coverage begins. Page 1 of 4 Includes copyright material of the Insurance Services Office, Inc. used with its permission. PI-BP-001 NY 9/05) The coverage for necessary Extra Expense will begin immediately after the time of that action and ends: (1) 5 consecutive weeks after the time of that action; or (2) When your Business Income coverage ends; whichever is later. The definitions of Business Income and Extra Expense contained in the Business Income and Extra Expense Additional Coverages also apply to this Civil Authority Additional Coverage. The Civil Authority Additional Coverage is not subject to the Limits of Insurance. 4. Broadened Personal Property Coverage Section A. Coverage, item 1.b., the first paragraph is replaced by: b. Personal Property located in or on the buildings at the described premises or in the open (or in a vehicle) within 1,250 feet of the described premises, including: 5. Increased limits for Personal Property Off Premises Section A. Coverage, item 6.b. is replaced by: b. Personal Property Off Premises You may extend the insurance that applies to Business Personal Property to apply to covered Business Personal Property, other than "money" and "securities", "valuable papers and records" or accounts receivable, while it is in the course of transit or temporarily at a premises you do not own, lease or operate. The most we will pay for loss or damage under this Extension is $10,000. 6. Increased limits for Outdoor Property Section A. Coverage, item 6.c. is replaced by: c. Outdoor Property You may extend the insurance provided by this policy to apply to your outdoor fences, radio and television antennas (including satellite dishes), signs (other than signs attached to buildings), trees, shrubs and plants, including debris removal expense, caused by or resulting from any of the following causes of loss: (1) Fire; (2) Lightning; (3) Explosion; (4) Riot or Civil Commotion; or (5) Aircraft. The most we will pay for loss or damage under this Extension is $5,000, but not more than $1,000 for any one tree, shrub or plant. 7. Fire Extinguisher Recharge Section A. Coverage, item 6. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover expenses you incur to recharge portable fire extinguishers, dry chemical, carbon dioxide, or liquid automatic fire extinguishing systems and the cost of resetting automatic fuel shut-off connections, if any of the above are discharged to fight a fire or are discharged due to a mechanical malfunction. The most we will pay for loss or damage under this extension is $3,000. Page 2 of 4 Includes copyright material of the Insurance Services Office, Inc. used with its permission. No deductible shall apply to this coverage. 8. Business Income Enhancement PI-BP-001 NY 9/05) Section A. Coverage, item 5. Additional Coverages, section f. Business Income is amended as follows: The reference to "60 days" as the limitation on payroll expenses is replaced by "365 days." 9. Lock Replacement Section A. Coverage.item 6. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover necessary expense to repair to replace exterior or interior door locks of a covered building: a) If your door keys are stolen in a covered theft loss; or b) When your property is damaged and your door keys are stolen by the burglars. The most we will pay under this extension of $250 for any one occurrence. 10. Removal of Sewer Backup Exclusion Section B. Exclusions, item g(3) is amended to include: Backups of sewers will not be excluded, but the most we will pay for such losses is $500 in the policy period. Part 2: Liability Coverage Enhancements: The following amendments are a part of the BUSINESSOWNERS LIABILITY COVERAGE FORM: 1. Medical Payments If Medical Payments Coverage (Coverage A.2.) is not otherwise excluded from this Coverage Part: The Medical Expense Limit is changed subject to all the terms of Limits Of Insurance (Section D) to the greater of: a. $10,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. Supplementary Payments In the Supplementary Payments -(Coverage A.1.d.): 1. The limit for the cost of bail bonds (item (2)) is changed from $250 to $500; and 2. The limit for loss of earnings (item (4)) is changed from $250 a day to $500 a day. 3. Blanket Additional Insureds Who is An Insured (Section C) is amended to include the following, but only for liability arising out of the negligence of the Named Insured: Each of the following is also an Insured: a. any Contractor, including contracting governmental entities, who hires you as their subcontractor; b. any person or organization who has an ownership interest in you; c. any lessor of leased equipment, who rents equipment to you, but only with respect to Page 3 of 4 Includes copyright material of the Insurance Services Office, Inc. used with its permission. PI-BP-001 NY 9/05) liability arising out of the maintenance, operation, or use by you, provided however that this item c. will not apply to (1) any occurrence which takes place after the equipment lease expires; nr (2) "Bodily Injury" or "Property Damage" arising out of the negligence of the lessor or contractor engaged to operate the leased equipment; and d. any owner, mortgagor, lessor, landlord, condominium association or manager of a premises leased by you, but only for "occurrences" that take place while you occupy the premises, provided however that this item d. will not apply to structural alterations, new construction, or demolition operations; and With regard to parties applicable under items a. through d. above, the Insurer and the Named Insured agree to waive rights of recovery, as provided within the policy. Nothing contained in this section C. shall serve to nullify matters excluded under section B. of the policy. 4. Bodily Injury -Mental Anguish The definition of "bodily injury" is changed to read: "Bodily Injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (item a. above) at any time. 5. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. 6. Amendment of Aggregate Limit SECTION D.4. -Aggregate Limits, item B is replaced by: b. All other injury or damage, including medical expenses, arising from all "occurrences" during the policy period is three times the Liability and Medical Expenses limit. This limitation does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire or explosion. 7. Amendment to Watercraft Exclusion Part B-Exclusions, item g.(2)(a) is amended by the following: The phrase "less than 26 feet" is replaced by "less than 51 feet." Part 3: Amendment of Conditions 1. Other provisions of the policy notwithstanding, this policy will be primary for all losses covered herein, and the existence of other insurance will not serve to reduce our obligation. 2. You will have the right to waive our rights of recovery prior to a loss with respect to any party. This must be done in writing to affect our rights. Page 4 of 4 Includes copyright material of the Insurance Services Office, Inc. used with its permission. ■New York State Insurance Fund Workers' Compensation & Disability Benefits Specialists Since 1914 199 CHURCH STREET, NEW YORK, N.Y. 10007-1100 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE 11 11 11 11 1111 133948512 U-26.3 WEBB MANAGEMENT SERVICES INC 350 5TH AVENUE SUITE 4005 NEW YORK NY 101184005 POLICYHOLDER WEBB MANAGEMENT SERVICES INC 350 5TH AVENUE SUITE 4005 NEW YORK NY 101184005 POLICY NUMBER M1327 585-4 CERTIFICATE NUMBER 792322 CERTIFICATE HOLDER CITY OF CARLSBAD 1775 DOVE LANE CARLSBAD CA 92011 POLICY PERIOD 07/15/2018 TO 07/15/2019 SCAN TO VALIDATE AND SUBSCRIBE DATE 3/29/2019 THIS IS TO CERTIFY THAT THE POLICYHOLDER NAMED ABOVE IS INSURED WITH THE NEW YORK STATE INSURANCE FUND UNDER POLICY NO. 1327 585-4, COVERING THE ENTIRE OBLIGATION OF THIS POLICYHOLDER FOR WORKERS' COMPENSATION UNDER THE NEW YORK WORKERS' COMPENSATION LAW WITH RESPECT TO ALL OPERATIONS IN THE STATE OF NEW YORK, EXCEPT AS INDICATED BELOW, AND, WITH RESPECT TO OPERATIONS OUTSIDE OF NEW YORK, TO THE POLICYHOLDER'S REGULAR NEW YORK STATE EMPLOYEES ONLY. IF YOU WISH TO RECEIVE NOTIFICATIONS REGARDING SAID POLICY, INCLUDING ANY NOTIFICATION OF CANCELLATIONS, OR TO VALIDATE THIS CERTIFICATE, VISIT OUR WEBSITE AT HTTPS://WWW.NYSIF.COM/CERT/CERTVAL.ASP. THE NEW YORK STATE INSURANCE FUND IS NOT LIABLE IN THE EVENT OF FAILURE TO GIVE SUCH NOTIFICATIONS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS NOR INSURANCE COVERAGE UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICY. NEW YORK STATE INSURANCE FUND s;:(?~~ 4"r5 k DIRECTOR.INSURANCE FUND UNDERWRITING VALIDATION NUMBER: 209661