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HomeMy WebLinkAboutTaub, Mary Carter; 2022-02-04; PSALCA-22055CAPSALCA-22055CA AGREEMENT FOR DESIGN OF PUBLIC ARTWORK FOR CAPITAL IMPROVEMENT PROJECT FIRE STATION #2 MARY CARTER TAUB, LLC THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2022, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Mary Carter Taub, LLC, a Limited Liability Corporation, ("Contractor", “Artist”). RECITALS A.City requires the professional services of an experienced Artist to design theArtwork for Fire Station 2, located at the intersection of El Camino Real and Arenal Road in Carlsbad, California. B.Contractor has the necessary experience in providing professional services andadvice related to developing site-integrated artwork for Fire Station 2.21, as provided in Carlsbad Municipal Code section 2.18.110. C.Contractor has been selected, pursuant to procedures identified in the City’s Art inPublic Places Program, adopted by the City, to design the Artwork with funds allocated for this purpose. D.Contractor has submitted a proposal to City and has affirmed its willingness andability 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 WORKCity 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 inaccordance with this Agreement’s terms and conditions. 2.STANDARD OF PERFORMANCEWhile performing the Services, Contractor will exercise the reasonable professional care and skillcustomarily exercised by reputable members of Contractor's profession practicing in theMetropolitan Southern California Area, and will use reasonable diligence and best judgment whileexercising its professional skill and expertise. 3.TERMThe term of this Agreement will be effective for a period of twelve (12) months from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additionalone (1) year period or parts thereof. Extensions will be based upon a satisfactory review ofContractor'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 extendedAgreement. 4.TIME IS OF THE ESSENCETime is of the essence for each and every provision of this Agreement. DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 4th February PSALCA-22055CA 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be twenty-six thousand dollars ($26,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 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". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Indemnification for Infringement. The Contractor also agrees to protect, defend, indemnify and hold the City harmless from any action, claim, suit or liability based on a claim that work performed under this Agreement by the Contractor or his/her agents constitutes an DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 PSALCA-22055CA infringement of any patent, copyright, trademark, trade name or other proprietary right of any party. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 PSALCA-22055CA 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or 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 THE ARTWORK Title to the completed Artwork immediately vests in the City upon completion, along with all rights of ownership, possession and control. Prior to completion of the Artwork, City shall have the right, at its option, to claim ownership, possession and control of the uncompleted portions of the Artwork which are on site. 14. REPRODUCTION RIGHTS Subject to the rights granted herein, Contractor retains all rights under the Copyright Act of 1976 (17 U.S.C. §101 et. seq.), as amended from time to time. The Contractor hereby grants the City, royalty free and irrevocable license to make, or cause to be made, photographs and other two-dimensional reproductions of the Artwork for noncommercial purposes. For the purpose of this Agreement, the following are among those deemed to be permissible reproductions for the above cited purposes: reproductions used in City business, advertising, souvenirs, brochures and pamphlets pertaining to the City; reproductions in exhibition catalogues, books, slides, photographs, postcards, posters, calendars, art magazines, art books and art and news sections of newspapers; in general books and magazines not primarily devoted to art; slides and film strips; video; computer websites; and television; as well as in media that shall exist in the future. The City may not re-license the Artwork nor make a full scale exact duplicate of the Artwork nor alter Artwork by selecting portions without Contractor’s consent. The City shall include the Contractor’s copyright notice on any reproductions and the Contractor shall include the following words on any reproduction: "An original work commissioned by the City of Carlsbad, California." DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 PSALCA-22055CA 15. COPYRIGHTS The responsibility for registration of the copyright shall be the responsibility of the copyright holder under this Agreement. 16. WARRANTIES 1. Warranty of Title. The Contractor represents and warrants that: (a) The Artwork is solely the result of the Artistic effort of the Contractor. (b) The Artwork is unique and original and does not infringe upon any copyright, trademark, service mark or other intellectual property right of any third party. (c) The Artwork or a duplicate of the Artwork has not been sold elsewhere. 2. Reasonable maintenance of the Artwork will not require procedures in excess of those described in the maintenance recommendations to be submitted by the Contractor to the City along with the design. The warranty of quality and condition shall survive for a period of one year after the final acceptance of the artwork. The City shall give notice to the Contractor of any observed breach with reasonable promptness. The Contractor shall at the request of the City, and at no cost to the City, cure reasonable and promptly the breach of any such warranty which is curable by the Contractor and which cure is consistent with professional conservation standards (including, for example, cure by means of repair or refabrication of the Artwork.) 17. WAIVER OF RIGHTS The Contractor and City acknowledge that the Contractor may have certain rights under the Federal Visual Artists Rights Act of 1990 ("VARA" 17 U.S.C. § 106A, et seq.). The Contractor acknowledges and understands that if fabrication is performed, the subsequent installation of the Artwork at the site may subject the Artwork to destruction, distortion, mutilation, or other modification due to its removal by the City or its officials, officers, employees, agents, or representatives. The Contractor and City acknowledge that the Contractor may have certain rights under California Civil Code Section 987 which are not pre-empted by VARA. In consideration of the terms and conditions in this Agreement, the Contractor waives any rights which the Contractor or the Contractor 's heirs, beneficiaries, devisees, or personal representatives may have under California Civil Code Section 987 to prevent the removal, destruction, distortion, mutilation, or other modification of the Artwork. Any contracts or written agreements between the Contractor and his/her subcontractors or other Artists contributing to the Artwork shall include a waiver of the Contractor’s rights under this Agreement. The Contractor agrees to waive the rights under VARA to prevent the destruction, distortion, mutilation, or other modification of the Artwork. The Contractor’s rights under this Agreement shall cease with the Contractor’s death and do not extend to the Contractor’s heirs, successors or assigns. In addition, in the event that any element of the Artwork constitutes a public safety hazard, the City has the right to remove the element posing the public safety hazard. DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 PSALCA-22055CA The Contractor, his or her agents, heirs, successors and assigns further agree not to attempt to defeat this waiver by cooperating, encouraging or assisting any organization which seeks to bring an action under these Acts. 18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Richard Schultz Name Mary Carter Taub, LLC Title Cultural Arts Manager Title Contractor/Artist Department Library & Cultural Arts Address 131 Kiley Street City of Carlsbad Chapel Hill, North Carolina 27516 Address 1775 Dove Lane Phone No. 415-359-3798 Carlsbad, CA 92009 Email mary@marycartertaub.com Phone No. 760-602-2086 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. 19. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 20. 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. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. 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 DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 PSALCA-22055CA 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. 23. 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. 24. 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. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 PSALCA-22055CA 26. 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. 27. 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. 28. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 PSALCA-22055CA 29. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) SUZANNE SMITHSON Library & Cultural Arts Director As Authorized by the City Manager MARY CARTER TAUB, Contractor/Artist (print name/title) ATTEST: By: (sign here) For FAVIOLA MEDINA City Clerk Services Manager (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: For CELIA A. BREWER, City Attorney BY: _____________________________ Assistant/Deputy City Attorney \\\ \\\ \\\ \\\ DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 PSALCA-22055CA EXHIBIT “A” SCOPE OF SERVICES 1. EXECUTIVE SUMMARY After a competitive national search, an artist was selected by a public art advisory subcommittee comprised of nine stakeholders, including the project team, community members, an art professional, Arts Commissioners, and city staff. With a focus on an illumination/lighting installation or glass feature, the artist selected reflects a national public art trend and ultimately furthers Carlsbad’s public art reputation. This unique location provides the artist with a blank canvas to develop a high visual impact experience that will be meaningful to the firefighters housed there and continue to increase our community’s interest in public art and heighten the visibility of artists and the arts in Carlsbad. 2. CITY CONTACT INFORMATION • Cultural Arts Manager, Richard Schultz, 760-602-2086, richard.schultz@carlsbadca.gov • Public Art Coordinator, Tonya Rodzach, 442-245-0502, tonya.rodzach@carlsbadca.gov • Cultural Arts General Phone, 760-602-2090 *Throughout COVID-19 pandemic, staff may have adjusted hours and work locations. Email may be the initial preferred method of reaching staff. 3. ARTIST’S ROLE (a) The Artist shall, to the best of her artistic ability, design the Artwork in a manner that is consistent with the intent and purpose of this Agreement. The final design shall be complete and ready for fabrication by the Artist. (b) The Artist shall design Artwork, taking into consideration the nature of the site of Fire Station 2 located on the corner of El Camino Real and Arenal Road, the surrounding community, the amount of money allocated by the City for the Artwork fabrication a not-to- exceed amount of one hundred four thousand dollars ($104,000) (80% of total CIP project funds) that includes the design and all Artist travel and taxes, regardless of form, payable according to Exhibit “A,” Payment Schedule), and the desirability for low maintenance of said Artwork. (c) The Artist shall design the Artwork taking into consideration the safety of the public, including, but not limited to, the safety of persons traveling on public rights of way. (d) The Artist shall design the Artwork in a manner which conforms to regulations of all public agencies with jurisdiction over the site or the Artwork and to all other applicable laws, regulations and standards, including but not limited to, federal, state and local. (e) The Artist shall meet regularly with City staff to ensure the design and future implementation of the Artwork complies with all provisions of this Agreement. (f) The Artist shall submit to the City a series of design concepts, in a tangible form, that will be reviewed by the City Fire Station 2 (Site) Team, the Carlsbad Arts Commission, and the public. After the completion of the review process, a final design concept (“Concept Design”) will be presented to the City Council for its approval. If the City Council rejects Artist’s Concept Design, the Artist may submit a second design (“Replacement Design”) to the City within 45 days. The City shall notify the Artist within a reasonable time whether the City Council approves DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 PSALCA-22055CA or rejects the Replacement Design. If the City rejects the Replacement Design, this Agreement shall terminate with payment made to the Artist as shown in Exhibit “A” and all materials of the Concept Design and Replacement Design shall be returned to the Artist. In that event, neither party shall have further obligation to the other; with the exception of the Artist’s obligations under the hold harmless and indemnity provisions of this Agreement. (g) The Concept Design or Replacement Design (collectively “Design”) shall specify materials, dimensions, finish, color, and any other relevant information. The Design shall also include the maintenance requirements and installation method with engineering calculations contemplated by the Artist and shall include a cost estimate for each. The Design shall include a drawing or model that presents a meaningful representation of the Design. The drawing or model will be placed on display for public comment. (h) The Artist shall furnish all supplies, materials and equipment necessary for preparation of the Design of the Artwork. (i) After approval of the Design pursuant to Section 3(f), the Artist shall furnish to the City’s Cultural Arts Manager assigned to this project assigned a tentative schedule for fabrication and installation of the Artwork. (j) The Artist shall, at the option of the Cultural Arts Manager, meet with the general public or representatives of the media to discuss the Design of the Artwork on numerous occasions. (k) Artist may, but shall not, be required to assist a third-party in the fabrication or installation of the Artwork. (l) The Artist is responsible for all travel related arrangements. 4. CITY’S OBLIGATIONS (a) The City shall make available to the Artist, background information on the Site, if requested by the Artist. (b) City will coordinate all outreach and public engagement (c) The City will invite the Artist to attend project/construction meetings when determined appropriate and timely. (d) City will keep the Artist updated on the progress of the project in all phases of development. 5. COMMUNITY OUTREACH & ENGAGEMENT Community Engagement Contractor will be available to participate in in-person or virtual community engagement workshops such as discussion of Artworks, audio, and/or on-camera interviews and any media opportunity. All community engagement workshops will be coordinated in advance with the City's Cultural Arts Manager or designee and shall constitute “work made for hire” under the United States Copyright Act of 1976 [17U.S.C. §§ 101, et seq.] and any other applicable law. City reserves the right to audio and/or video record and to reproduce and distribute any workshop or speaking engagement this Agreement as virtual programming. City may retain the recording in its files, may replay the recordings for its employees and the public, including the right to post, replay, or broadcast the recordings on the City’s YouTube channel, the City’s cable channel, the City’s Library Facebook Live account, and other similar City internet-based platforms, and may make the recording available for non-circulation use at its library facilities. DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 PSALCA-22055CA City shall not sell the recording. City shall provide a copy of the recording to the Contractor, upon the Contractor’s request. Press Kit Upon execution of Agreement, the Contractor agrees to provide a high-resolution image of self (headshot preferred) and written biography (up to 300 words) as well as four (4) to five (5) high resolution images of Artworks being shown in the City. Images shall be delivered to the City's Cultural Arts Manager or designee in electronic form immediately upon the Agreement's execution. 6. HEALTH & SAFETY During the COVID-19 health-related pandemic, all activities occurring at City facilities, all Parties must adhere to the guidance from the state, county, and local authorities on health and safety protocols. City staff will inform Contractor what the current guidelines are prior to their arrival and entering any City facility. Safety protocols may include, but are not limited to, hand washing, temperature testing, requiring face covering, maintaining physical distancing of six feet. The safety protocols may be modified at any time due to changing rules, regulations, or circumstances. 7. PAYMENT SCHEDULE Task 1, Concept Design(s): Not-to-Exceed $26,000 Prepare Concept Design(s) in consultation with architect, construction manager and Fire Station 2 project team, and City staff: present Concept Design(s) to the Arts Commission (twice), public and City Council for approval. Date Activity First payment (25% of total) A payment of $6,500 will be paid 30 days after execution of the Agreement by all Parties for working on initial Concept Design(s) Second payment (37.5% of total) A payment of $9,750 will be paid after the submission of the initial Concept Design(s), participation in community engagement workshop(s) and the receipt of the City’s Arts Commission’s approval of initial Concept Design(s). Third payment (25% of total) A payment of $6,500 after submission of final Concept Design(s) and the receipt of the Arts Commission’s approval of the final Concept Design(s). Fourth payment (12.5% of total) A payment of $3,250 after submission of final Concept Design(s) or Replacement Design and the receipt of the City Council’s final approval of the final Concept Design(s) or Replacement Design. *Timelines to be mutually agreed upon all parties involved. Any changes in dates can be authorized by and with notification in writing to the City’s Cultural Arts Manager or designee in writing via email at least 30-days in advance to the predetermined date listed above. Invoicing & Payment. All invoices submitted to City shall be sufficiently detailed to include related activities for review and approval by both City’s Cultural Arts Manager Richard Schultz or Public Art Coordinator Tonya Rodzach. Final invoice approval will be completed by City’s Library & Cultural Arts Director or designee. DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 1/11/2022 High & Rubish InsurancePO Box 3040Chapel Hill NC 27515-3040 Laura Pope 919-913-1144 919-913-1155 Laura@highandrubish.com License#: 1000008811 Sentinel Insurance Co 11000 MARYCAR-01 Mary Carter Taub, LLC131 Kiley StChapel Hill NC 27516 1523612229 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X Y 22SBAUQ3956 5/1/2021 5/1/2022 2,000,000 A 1,000,000 X X Y 22SBAUQ3956 5/1/2021 5/1/2022 The City of Carlsbad, (or if applicable – the City of Carlsbad Redevelopment Agency, Housing Authority or Carlsbad Municipal Water District) its officials,employees and volunteers must be named as an additional insured with respect to liability arising out of activities performed by or on behalf of the NamedInsured (General Liability only). The full limits available to the named insured shall also be available and applicable to the City as an additional insured.Coverage under this policy shall be primary insurance as respects the City, its officials, employees andvolunteers. This policy will not be canceled, materially changed nor the amount of coverage reduced until thirty (30) days after receipt of written notice ofcancellation or reduction in coverage by the City of Carlsbad, California. City of Carlsbad1635 Faraday AvenueCarlsbad CA 92008 DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 POLICY NUMBER:COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location(s) Of Covered Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured B.is amended to With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only with exclusions apply: respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury""property damage" occurring after:caused, in whole or in part, by:1.All work, including materials, parts or equipment1.Your acts or omissions; or furnished in connection with such work, on the 2.The acts or omissions of those acting on your project (other than service, maintenance or behalf;repairs) to be performed by or on behalf of the additional insured(s) at the location of the in the performance of your ongoing operations for covered operations has been completed; orthe additional insured(s) at the location(s) 2.designated above.That portion of "your work" out of which the injury or damage arises has been put to its intended However: use by any person or organization other than 1.The insurance afforded to such additional another contractor or subcontractor engaged in insured only applies to the extent permitted by performing operations for a principal as a part of law; and the same project. 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 04 13 Page 1 of 2© Insurance Services Office, Inc., 2012 22 SBA UQ3956 The City of Carlsbad, California Locations with a written contract DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 C.With respect to the insurance afforded to these 2.Available under the applicable Limits of additional insureds, the following is added to Insurance shown in the Declarations; Section III – Limits Of Insurance:whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the applicable required by a contract or agreement, the most we Limits of Insurance shown in the Declarations.will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or Page 2 of 2 CG 20 10 04 13© Insurance Services Office, Inc., 2012 DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517 CERTIFICATE OF EXEMPTION WORKERS' COMPENSATION/EMPLOYERS' LIABILITY INSURANCE 1,_,Vl_A_l2--_\(_�_A_�_11:;::"_-_,..,_--_,,,_f¾:v __ B __ �ru.nthe ___ a_w_AJ_f::_fZ--_._/�A_i2-_1l_1 _>_T ___ _ [insert name] [title] of M A fZ .. -'l' Cf\ r...-T£ fZ... 17-\Ve, LL � I hereby certify that fll A-12, Y -llkt'--l'E. (L ·T70J B LL c_ [ name of company] [ name of company] has no employees and is not required by law to maintain workers' compensation or employers' liability insurance. Should MA r2.. 'I.' Cf\yL-ft::: fL r A-v'B LL L [ name of company] employ any person during the term of the Agreement with the City of Carlsbad for /�"j\lVC•(Z... f:. f'ofL. fl 11.-£: S�D 1'-' ·z..1/V C ,Arl--L->F,,A-o -CA [ description of project or work that is being contracted] then workers' compensation and employers' liability insurance will be obtained. [Name] [Title and name of company or corporation] DocuSign Envelope ID: E5C0E8C3-D738-438A-8AB0-A7E851E48517