Loading...
HomeMy WebLinkAboutCarlsbad Village Business Association DBA Carlsbad Village Association; 2022-06-23; PSALCA-22108CAPSALCA-22108CA City Attorney Approved Version 6/12/18 1 AGREEMENT FOR COLLABORATION WITH LOCAL BUSINESSES AND ARTISTS ON TEMPORARY PUBLIC ART SERVICES CARLSBAD VILLAGE BUSINESS ASSOCIATION DBA CARLSBAD VILLAGE ASSOCIATION 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 Carlsbad Village Business Association DBA Carlsbad Village Association, a California nonprofit corporation ("Contractor"). RECITALS A. City requires the professional services of an established organization to coordinate with local businesses and multidisciplinary artists that is experienced in community outreach and programming. B. Contractor has the necessary experience in providing professional services and advice related to a collaborative temporary public art and outreach program. C. Contractor has shared 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 two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for one additional one-year period or part 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 two-year Agreement term shall not exceed forty thousand dollars ($40,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed 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." DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 23rd June PSALCA-22108CA City Attorney Approved Version 6/12/18 2 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. 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 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 PSALCA-22108CA City Attorney Approved Version 6/12/18 3 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. 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 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 PSALCA-22108CA City Attorney Approved Version 6/12/18 4 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Richard Schultz Name Christine Davis Title Cultural Arts Manager Title Executive Director Department Library & Cultural Arts Address 400 Carlsbad Village Drive City of Carlsbad Carlsbad, CA 92008 Address 1775 Dove Lane Phone No. 760-644-2121 Carlsbad, CA 92011 Email chris@carlsbad-village.com Phone No. 442-339-2086 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. DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 PSALCA-22108CA City Attorney Approved Version 6/12/18 5 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 No 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. 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 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 □ ■ PSALCA-22108CA City Attorney Approved Version 6/12/18 6 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 PSALCA-22108CA City Attorney Approved Version 6/12/18 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 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 ZACHARY H. MARKHAM, Board Chair (print name/title) ATTEST: By: (sign here) For FAVIOLA MEDINA JOLIANN HATCH, Board Secretary/Treasurer 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: 8C09E88A-E218-4D15-8F55-18E87E74D458 PSALCA-22108CA City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES The City is looking to enter into an agreement to launch a temporary public program with the Contractor to work directly with local businesses and multidisciplinary artists. The Contractor will engage a variety of local and regional multidisciplinary artists in activating multiple local businesses with a variety of temporary artistic elements to enliven the Village. The Village is located in north Carlsbad, west of I-5 to the sea wall, and south of Laguna Drive to Oak Avenue/Walnut Street. The overall goal of this temporary public art program is to collaborate with the Contractor to support interaction between local businesses and the creative sector and provide greater awareness of local and regional multidisciplinary artists heightening the artists’ visibility and the arts in Carlsbad. These temporary art experiences serve to enact the values, goals, and initiatives from the City’s Arts & Culture Master Plan. 1.Background The City initiated a pre-pilot program to gauge local artists’ and businesses’ interest levels. After completing the one-month program and reviewing the success, the City entered into a pilot program in March 2021, working with fewer businesses per phase to focus on those projects meeting the identified goals of increasing dedicated funding to each artist, encouraging more creative diversity amongst the artists and a greater variance of artistic creations on the exterior facades resulting in a higher standard for artistic outcomes. The contract expired in March 2022. The City would like to enter a new phase of the project now. The Contractor agrees to focus on a multifaceted approach coordinating various art disciplines (i.e., dance, poetry/spoken word, music, etc.) throughout the Village. Artistic elements may also include one larger-scale experience with more interactive “live” experiences for the viewers. 2.City’s Contact Information •Cultural Arts Manager, Richard Schultz, 442-339-2086, richard.schultz@carlsbadca.gov •Community Arts Coordinator, Tonya Rodzach, 442-339-2093, tonya.rodzach@carlsbadca.gov •Cultural Arts General Line, 442-339-2090 Email may be the initial preferred method of reaching staff. 3.Program Information This program's goal is that the Contractor engages a variety of local and regional multidisciplinary artists to create Carlsbad-centric unique creations using the broadest range and styles of media to be on display at various locations determined by the Contractor during each phase. Each phase will be unique in nature, demonstrating more engagement and interactive opportunities to the number of businesses served and the number of engaged multidisciplinary artists using various media, and greater creativity. City anticipates ongoing collaborative work with the Contractor that may include: •Consultation of artist selection •Consultation on matching artists with local businesses and the nature of art planned •Promotional support utilizing city outreach platforms •Feedback based on project scope and outcomes •Evaluation and assessment of potential continuation and/or expansion in the future DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 PSALCA-22108CA City Attorney Approved Version 6/12/18 9 4. Contractor Responsibilities The Contractor agrees to the following and will: • Lead efforts to match artistic talents and aesthetics to a business location. • Serve to determine best the business needs and location of the arts experience, which will vary. Some identified sites may include exterior facades, designated site-specific areas, or other spaces identified to create the optimal visibility for the artists working on- site. • Share identified artistic experiences (i.e., list of artists, sites, interactive elements, etc.) for each phase to have prior approval by the Cultural Arts Manager or his designee, with greater emphasis on establishing and expanding a diverse range of artistic styles and mediums utilized. • Coordinate directly with each business and other entities to assure no arts experiences protrude into the public right-of-way and that all work by the artists is adequately documented. • Communicate with businesses to in no way conflict or interference with any signage or permitted pursuits. All work will be aligned with rental and leasing language applicable to the premises, as this artwork will be done only on private property. • Coordinate with each business to ensure proper clean-up of artistic creations. The Contractor agrees to the following payment requirements and will: • Agree to be paid by the City (up to 25%) for administrative and operational costs, not including artist stipends. • Agree to maintain program budget documentation records, keeping fundamental data for the program timeline duration. If desired, the City may request to see budgetary documents at any time during or after the length of the program. • Coordinate scheduling the multidisciplinary artists, matching them with the businesses and sites, as well as paying artists for their time and materials costs. Artists will be given the opportunity to listen to the businesses' identified needs and come to an agreed understanding of the final design of the artistic element with a final payment agreement completed by the Contractor and the artist per location. • Ensure artists are paid for their time for any required meetings and creating the artistic display, along with their preferred materials and level of intricacy. Fees to artists may vary based on their experience and their selected media. Throughout the program and each phase, the Contractor will provide timely and regular updates to City staff. City staff will provide feedback based on community input and other sources and share this feedback with the Contractor to ensure a continued high-quality artistic merit throughout the program. The Contractor agrees to promote, both concurrently and post-artist project, the activated locations and highlight the work completed by the artists on their social media platforms, website, and other outlets. Funding will be credited by stating, “This program is supported by the City of Carlsbad’s Cultural Arts Office” and will include the city’s logo, as provided by the city’s Cultural Arts Office. At its discretion, the City’s Cultural Arts Office will provide support in highlighting this program through the City's established channels of communication. The Contractor will provide the Cultural Arts Manager or his designee regular check-ins as a progress report quarterly and drafted collateral to be reviewed and approved prior to release. During the first phase, the Contractor will engage a number of local and regional multidisciplinary artists (up to three) to activate local businesses to participate in this program. During the second phase, the Contractor will continue to engage with the identified DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 PSALCA-22108CA City Attorney Approved Version 6/12/18 10 multidisciplinary artists, offering a different arts discipline, and activate a new art form in the specified local businesses or spaces within the Village participating in the program. The second phase should show a progression of artistic creations prominently featured throughout the Village. The third phase should be devoted to a large-scale arts experience, whether it’s an installation by a regional artist or artist team or a site-specific arts experience for a duration to be determined by both parties. The fourth and final phase is targeted at preparing the final documentation of the program. 5. Final Summary Report Failure to complete the following report may render the Contractor ineligible to receive full and final payment. Submit a Final Summary Report electronically to Cultural Arts Manager or his designee, including all required attachments, by completing the designated form to the City (30) calendar days after the Agreement Scope end date or as outlined in the payment schedule, whichever is earlier. Final Summary Report should include the following: • Names of participating local businesses, business name, contact person, email address, and phone number • A comprehensive site map of activated areas in the Village • Contact information of participating artists and preferred media type, artist, business contact person, email address, and phone number • Contact information for other identified partners, including the level of involvement • Fees paid to artists and materials costs • Fees paid to cover administrative operational costs • Photos and video documentation • Model release form documentation • Communication outreach efforts, social media posts, and the levels of engagement • Identified areas to be improved and lessons learned, including anecdotal observations or quotes • Mutually agreed-upon metrics for gauging success • Assessment of potential continuation and/or expansion in the future 6. Project Adjustments The Contractor can adjust the program based on lessons learned during each phase. If modifications are deemed prudent, the Contractor must provide their concerns and feedback in writing via email to the Cultural Arts Manager or his designee within ten (10) business days of the requested adjustment. 7. Health & Safety During a 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. It is recommended that the Contractor pursue same measures and encourage all artists and participating businesses to follow these health and safety protocols as recommended by state, county and local authorities. DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 PSALCA-22108CA City Attorney Approved Version 6/12/18 11 8. Payment Schedule The City will pay the Contractor at the completion of each of the four different intervals. Interval (Time) Activity Payment Phase One (up to 4 months from agreement execution) Engaging up to three identified local or regional multidisciplinary artists with local Carlsbad businesses. Phase One is designed to expand the program with new artistic forms than previously used in the pilot program and continue discovering which strategies contribute to success. The Contractor is to participate in check-ins and deliver a progress report update to the City, up to Dec. 31, 2022. NTE $10,000 Phase Two (6 to 12 months from agreement execution) Building upon the success of phase one and continuing with the progression, the Contractor will engage a minimum of five local or regional multidisciplinary artists with Carlsbad businesses and site-specific locations in the Village. Phase Two is designed to give individualized attention to each business and pair them up with an artist who will create a design specific to their needs and meet the needs of the overall program goals. A concurrent goal is to expand the variety of artistic experiences and develop strategies to target a larger-scale experience in Phase Three. The Contractor is to participate in check-in and deliver a progress report update to the City by September 30, 2023. NTE $10,000 Phase Three (13 to 18 months from agreement execution) Continuing to build upon the success of phases one and two and continue with the progression, the Contractor will engage a minimum of five local or regional multidisciplinary artists with Carlsbad businesses and site-specific locations in the Village. Phase Two is designed to give individualized attention to each business and pair them up with an artist who will create a design/experience specific to their needs and meet the overall program goals. A concurrent goal is to expand the variety of artistic experiences and develop strategies to target a larger-scale experience in Phase Three. The Contractor is to participate in check-in and deliver a progress report update to the City by September 30, 2023. NTE $15,000 Phase Four (19 to 24 months from agreement execution) Provide a summary report that includes final payments to local or regional multidisciplinary artists. The final phase is designed to unveil and document lessons learned and project outcomes. It will also assess potential continuation and/or expansion in the future. The final summary report is due no later than September 30, 2024. NTE $5,000 NTE = Not to Exceed DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 PSALCA-22108CA City Attorney Approved Version 6/12/18 12 Total amount not to exceed forty thousand dollars ($40,000), based on billable activities. Contractor's invoice will be submitted for payment to the City of Carlsbad's Cultural Arts Manager or his designee, upon completion of work phase. All invoices shall be detailed to include related activities. Final invoice approval will be completed by the Library & Cultural Arts Director or her designee. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 PSALCA-22108CA City Attorney Approved Version 6/12/18 13 Exhibit A (continued) PROGRAM BACKGROUND AND SUPPORTING MATERIALS: PURPOSE AND NEED The overall goal of this program is to create interaction between local businesses and arts creative sector, providing greater awareness of local and regional multidisciplinary artists, heightening the artists’ visibility and the arts in Carlsbad, and enacting values, goals and initiatives from the City’s Arts & Culture Master Plan. The result may be fewer businesses participating than the program, but elevating the arts experiences taking place throughout the Village. This focus is a higher standard of more diverse artistic form resulting in grander artistic outcomes. The program also directly correlates to stated initiatives of the city’s Village and Barrio Master Plan and the Arts & Culture Master Plan that supports the city's future direction to continue to provide more temporary public art initiatives to our community. 1. Connecting to the City’s Village and Barrio Master Plan This program relates to the provision of artistic enhancements as identified in the City of Carlsbad’s Village and Barrio Master Plan: • Chapter 1, under “Placemaking” B. Create magnetic public spaces for arts and culture, civic and other activities. 4. Incorporate public art, including temporary public art, when feasible; it can play a significant role in defining the character of a community while contributing to the aesthetic quality of a public space and bringing people together. • Chapter 4, under “Incorporate Arts and Culture Into the Streetscape” C. Temporary Art Temporary public art is a highly effective tool for developing socially engaging, interactive art experiences in community settings. By its fresh and timely nature, temporary art fosters artistic exploration far beyond the traditional boundaries of public art, drawing residents and visitors to the area in anticipation of each new installation or activity. Temporary Projects can include such elements as temporary/rotating murals, community support arts in public parks, and pop-up galleries in temporarily vacant buildings. 2. Connecting to the City’s Arts & Culture Master Plan In June 2018, City Council approved the Arts & Culture Master Plan that supports the City of Carlsbad’s commitment to these following core values: • High-quality programs • Dedicated resources • History of partnership The guiding principles outlined in the City’s Arts & Culture Master Plan elevates the role of the Cultural Arts Office to expand from a provider of arts programming and funding into a broader set of new roles that allow the city to realize this vision of the arts and culture in everyday life while stimulating an expanding creative sector economy. This effort continues to build on its ability to bring residents together with the city as a leader in bringing innovative ideas to the community, partnering with local groups to create capacity within the creative sector and connecting across city departments and among city partners. DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 PSALCA-22108CA City Attorney Approved Version 6/12/18 14 This program also directly correlates to the City’s 2018 Arts & Culture Master Plan in the following two areas: • As a “connector” in an expanded role to “support a thriving business sector”, under Strategy 3: Encourage artistic programming in the city’s underutilized spaces or areas • As a “leader” in the expanded role to “Celebrate Carlsbad’s Unique History and Distinct Identities Through Arts & Culture”, under Strategy 3: Promote Carlsbad as a vital cultural destination that celebrates the work of local artists. 3. About the City’s Art in Public Places Program In 2016, the City of Carlsbad completed a public art visioning process with the goals to: • Define broad citywide goals and priorities for public art • Establish timelines for implementation of public art • Educate the public of the value of public art in the community The city’s public art program has a prominent and significant history. The city’s Art in Public Places Program integrates art and the vision of artists into the development of public settings by collaborating with local, regional and nationally-known artists to include the values and history of our community into their work. The program goals are: • To increase the understanding and appreciation of art in public places of Carlsbad residents and visitors. • To acquire and commission quality and diverse works of art for community enrichment that is site specific and environmentally responsive. • To encourage participation of diverse socioeconomic and ethnic groups in the art in public places program and process. • To support and involve artists in developing, collaborating and implementing Carlsbad's public spaces and community development projects. • To encourage collaboration between artists and architects, landscape architects and civil engineers for public projects. • To encourage an environment for artistic creativity in Carlsbad and promote Carlsbad as a local, state and national leader in arts, culture and public art. • To increase awareness of Carlsbad's art in public places activities as an integral component for attracting business and tourism to Carlsbad. 4. The City’s Temporary Public Art Program This program is identified as one of the city’s temporary public art program. The temporary public art encompasses all the same goals of the city’s Art in Public Places program while supporting a variety of visual arts experiences with the possibility of a performing arts elements. These arts experiences may range from a single experience to short term of several days or a longer duration over multiple years. 5. Overall Goal of the Program This program allows the City to bring the arts to various parts of our community. Original and unique artistic creations, as temporary public art, spurs dialogue and enhances the Village as arts destination focused on generating a greater economic vitality for the creative sector. The overall goal is to provide a greater awareness of local and regional multidisciplinary artists and to heighten the visibility of the arts in Carlsbad, while connecting to major city initiatives as outlined in the City’s Village and Barrio and Arts & Culture Master Plans. DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 10/20/2021 License # 0C36861 37532 CARLSBAD VILLAGE BUSINESS ASSOCIATION 1635 FARADAY AVENUE CARLSBAD, CA 92009 A 2,000,000 X 214520004 9/29/2021 9/29/2022 1,000,000 GL DED: $1,000 0 2,000,000 0 2,000,000 2,000,000A 214520004 9/29/2021 9/29/2022 AUTO DED: $1,000 Additional Insured endorsement attached. Policy form does not contain a General Liability Aggregate. Notice of cancellation will be delivered only to the participating named insured as stated in Item 1 of the Participation Endorsement. Subject to policy terms, conditions and exclusions. THE CITY OF CARLSBAD IT'S OFFICIALS, EMPLOYEES AND VOLUNTEERS ARE NAMED AS ADDITIONAL INSURED FOR GENERAL LIABILITY ONLY WITH RESPECT TO LIABILITY ARISING OUT OF THE ACTIVITIES PERFORMED BY OR ON BEHALF OF THE CITY OF CARLSBAD. City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 CARLVIL-01 VKUMAR Newport Beach-Alliant Insurance Services, Inc. 1301 Dove St Ste 200 Newport Beach, CA 92660 Patricia K Guisler pguisler@alliant.com Great American E & S Insurance Company X X X X X X X DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 ACORD" I ~ I ~ □ □ ~ ~ ~ □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Additional Insured - Designated Person or Organization This endorsement modifies insurance provided under the following: SPECIAL LIABILITY POLICY FOR PUBLIC ENTITIES AND NON-PROFIT CORPORATIONS Name of Person or Organization: Any person or entity that the "Named Insured" has entered into a written agreement, prior to a loss, to provide defense, indemnity or additional insured protection. The City of Carlsbad it's officials, employees and volunteers are named as additional insured for General Liability only with respect to liability arising out of the activities performed by or on behalf of the City of Carlsbad. The following is added to Section V. PERSONS OR ENTITIES INSURED: Any person(s) or organization(s) listed in the Schedule above is an Additional Insured, but only as respects “Personal Injury” (including “Bodily Injury”) and “Property Damage” arising, in whole or in part, out of the operations of the Named Insured. The inclusion of such Additional Insured shall not serve to increase the "Company's" Limit of Liability as specified in the participation endorsement of this Policy: However, additional insured coverage provided by this insurance will not be broader than coverage required in the written agreement. GL330138 0916 Includes copyrighted material of ISO Properties, Inc., 2004 with Page 1 of 1 its permission DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458 DocuSign Envelope ID: 8C09E88A-E218-4D15-8F55-18E87E74D458