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HomeMy WebLinkAboutTREA NW Forum at Carlsbad Owner LLC; 2023-12-20; PSALCA-24002CAPSALCA-24002CA City Attorney Approved Version 4/24/2023 1 AGREEMENT FOR TEMPORARY PUBLIC ART COLLABORATION TREA NW FORUM AT CARLSBAD OWNER LLC THIS AGREEMENT is made and entered into as of the ___ day of ____________, 2023, by and between the City of Carlsbad, California, a municipal corporation ("City"), and TREA NW Forum at Carlsbad Owner LLC, a Limited Liability Company, ("Contractor") (collectively, the “Parties.”) RECITALS A. City requires the professional services of an established organization to coordinate internal marketing services and community outreach, as well as programming coordinate with City on placing temporary public art at The Forum Carlsbad (“The Site”) 1923 Calle Barcelona, Carlsbad, CA 92009. B. Contractor has the necessary experience in providing professional services and advice related to developing related marketing strategies and coordinating outreach programs. C. Contractor has shared a proposal with 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" and Exhibit “B,” 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 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 thirty-six (36) months from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one-year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be not to 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 DocuSign Envelope ID: CAE65475-B195-454A-8F99-A1AC58882F46 2oth December PSALCA-24002CA City Attorney Approved Version 4/24/2023 2 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". 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 attorney’s fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may DocuSign Envelope ID: CAE65475-B195-454A-8F99-A1AC58882F46 PSALCA-24002CA City Attorney Approved Version 4/24/2023 3 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. 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. DocuSign Envelope ID: CAE65475-B195-454A-8F99-A1AC58882F46 PSALCA-24002CA City Attorney Approved Version 4/24/2023 4 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 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 Suzanne Smithson Name Raj Chandani Title Library & Cultural Arts Director Title Senior General Manager of Northwood Retail, LLC Department Library & Cultural Arts Address 1905 Calle Barcelona, Suite 200 City of Carlsbad Carlsbad, CA 92009 Address 1775 Dove Lane Phone No. 760-479-0166 office, 805-390-7136 cell Carlsbad, CA 92011 Email rchandani@northwoodretail.com Phone No. 442-339-2011 DocuSign Envelope ID: CAE65475-B195-454A-8F99-A1AC58882F46 PSALCA-24002CA City Attorney Approved Version 4/24/2023 5 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. 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. DocuSign Envelope ID: CAE65475-B195-454A-8F99-A1AC58882F46 □ ■ PSALCA-24002CA City Attorney Approved Version 4/24/2023 6 City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., 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: CAE65475-B195-454A-8F99-A1AC58882F46 DocuSign Envelope ID: CAE65475-B195-454A-8F99-A 1 AC588B2F46 PSALCA-24002CA 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 irector • ent/ ant Secretary CITY OF CARLSBAD, a municipal corporation of the State of California By: S W]OJ.A,vU, S ~iflst>IA, SUZANNE SMITHSON Library & Cultural Arts Director As authorized by the City Manager ATTEST: j~ le_. "'M!., ~ For SHERRY FREISINGER City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BYUIA,/4it-k.. ~IA, City Attorney City Attorney Approved Version 4/24/2023 7 PSALCA-24002CA City Attorney Approved Version 4/24/2023 8 EXHIBIT “A” SCOPE OF SERVICES This agreement, established between the City and the Contractor, supports a temporary public art program in Carlsbad's southern section. The program provides the placement, site activation, and community outreach events for two distinct temporary public art projects: An iconic oversized beach chair (hereinafter referred to as the "Beach Chair"). A unique large-scale art installation (hereinafter referred to as the "Large-Scale Installation"). Installation Duration: The Beach Chair will be installed on-site and remain for a duration of one (1) year. The Large-Scale Installation will be installed on-site for a duration of up to two (2) months. Any deviations or extensions from the aforementioned durations will require written coordination between the City and the Contractor and agreed upon by the Parties. Both the Beach Chair and the Large-Scale Installation will be put in place by a vendor chosen by the City. All coordination pertaining to the installations and de-installations of the Artwork will be managed and paid for by the City. The City will communicate with the Contractor throughout the installation and de- installation process on the timeline and progress. The designated area for these installations is an outdoor mall environment, containing retail shops and modern eateries, hereinafter referred to as "The Site”. Additionally, the Contractor will offer support for marketing and community outreach efforts associated with the City's temporary public art program and the accompanying on-site events. 1. City’s Contact Information Sr. Management Analyst, Fiona Everett, 442-339-2014, fiona.everett@carlsbadca.gov Community Arts Coordinator, Tonya Rodzach, 442-245-0502, tonya.rodzach@carlsbadca.gov Cultural Arts general phone line, 442-339-2090 Email may be the initial preferred method of reaching staff. 2. Background In November 2020, the City launched a successful pilot program with the Carlsbad Village Association, promoting collaboration between local businesses and artists. This led to the expansion of the temporary public art program involving the Contractor. Initial discussions concluded with both parties agreeing to provide support in coordinating site-placement for the Beach Chair and the Large-Scale Installation. Parties agreed to mutually support marketing efforts to promote these installations at a specific section of The Site. The Contractor assists the City in identifying a suitable site for these installations, preferably located in Carlsbad's southernmost section, off of Calle Barcelona, ensuring unobstructed public access. The shared marketing strategy aims to enhance art experiences in south Carlsbad, amplifying the visibility of artists and art in general. These temporary art installations are aligned with the City’s DocuSign Envelope ID: CAE65475-B195-454A-8F99-A1AC58882F46 • • • • • • • PSALCA-24002CA City Attorney Approved Version 4/24/2023 9 Arts & Culture Master Plan and aim to foster collaboration between local businesses, the creative sector, residents, and visitors. 3. Program Information The objective of this program is for the Contractor to collaborate with the City. The City will engage artists or artist teams, mutually agreed upon, to design and create the Beach Chair and the Large- Scale Installation. City will coordinate with Contractor on scheduled associated on-site events. Artworks shall be: Specific to The Site. Highly visible from multiple perspectives (e.g., driving, walking). Easily accessible for close interaction and offered free to visitors. Placed in a location mutually agreed upon by Parties and confirmed in writing. City staff anticipates ongoing collaboration with the Contractor, which may involve: Artist selection consultation. Review and approval of the nature and site of the planned art. Review of promotional material messaging prior to release. Review and approval of associated on-site events. Use of City's platforms for promotional support. Feedback based on project scope and outcomes. Evaluation for potential future extensions. 4. Contractor Responsibilities Administrative: Agree to be paid by the City (up to 25%) for administrative and operational costs, not including artist or artist team stipend. 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 artists, matching them with the businesses, and paying artists for their time and materials costs. Artists will be given the opportunity to listen to the businesses and Contractor’s 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 artist or artist team. Ensure artist or artist team is 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. Site Identification and Approval: Provide a suitable site located in south Carlsbad, east of I-5, off Calle Barcelona for the placement of the temporary public art. The final site decision will be made jointly with the City and documented in writing ten (10) business days prior to installation. Promotion and Marketing: Collaborate with the City to promote the art projects through various channels including social media, websites, and other media outlets. DocuSign Envelope ID: CAE65475-B195-454A-8F99-A1AC58882F46 • • • • • • • • • • • • • • • • • PSALCA-24002CA City Attorney Approved Version 4/24/2023 10 Coordinate with the City on marketing, event planning, and community outreach to highlight the temporary public art installations. Acknowledge funding by stating, "This program is supported by the City of Carlsbad’s Cultural Arts" and include the City’s logo in all promotional materials. Artwork Placement and Safety: Identify optimal business locations for artwork placement considering visibility, safety, and accessibility. Emphasize diverse artistic styles and mediums suitable for large-scale experiences. Ensure all art installations meet safety standards, do not infringe on public spaces, and are consistent with rental/leasing agreements. Installations will be solely on private property. Engage with businesses to ensure no disruption of their permitted activities or signage. Ensure proper cleanup post art installations after the art installations are completed. Communication and Coordination: Maintain regular communication with the City's Cultural Arts Manager or designee, providing updates throughout the project. Coordinate scheduling concerning artwork placement, associated events, and art installations. Align with the City on the timeframe for displaying artworks, ensuring adherence to installation and deinstallation timelines. Work collaboratively with the City on artist selection, location and content approvals, promotional materials review, and other project-related matters. Any changes to timelines between Parties can be authorized by and with notification to the City’s Cultural Arts Manager or designee in writing via email at least thirty (30) days in advance. Documentation and Reporting: Work with businesses to document art installations appropriately, ensuring safety and alignment with premises' rental and leasing terms. Provide the City with monthly updates, at the minimum, throughout each phase and offer feedback based on community input to ensure high-quality artistic standards. 5. Final Summary Report A comprehensive final summary report is to be electronically submitted to the Cultural Arts Manager or designee within thirty (30) days post the conclusion of the Agreement Scope. Incomplete reports may hinder full final payment. The final report should encompass the following: Marketing strategies and results. Comprehensive details of partnered local businesses. Financial records covering operational and promotional costs. Visual documentation, including photos and videos. Feedback, both quantitative and anecdotal, and suggestions for improvement. Metrics measuring success. Considerations for future collaborations or expansions. DocuSign Envelope ID: CAE65475-B195-454A-8F99-A1AC58882F46 • • • • • • • • • • • • • • • • • • • PSALCA-24002CA City Attorney Approved Version 4/24/2023 11 6. Project Adjustments The Contractor can adjust the program based on lessons learned during each phase. However, any modifications must be formally communicated in writing to the Cultural Arts Manager or designee ten (10) business days before proposed implementations. 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, and maintaining physical distancing of six (6) feet. The safety protocols may be modified at any time due to changing rules, regulations, or circumstances. It is recommended that the Contractor pursue the same measures and encourage all artists and participating businesses to follow these health and safety protocols as recommended by state, county and local authorities. 8. Payment Schedule City will pay Contractor at the completion of each of the three different activity intervals. Payment Activity Amount 1st Payment Phase One – Attend pre-delivery discussions & identify site location with successful installation of Beach Chair at mutually agreed location. $20,000 2nd Payment Phase Two - Attend pre-delivery discussions & identify site location with successful installation of Large-Scale Installation at mutually agreed location. $15,000 Final Payment Phase Three - Final report complete within thirty (30)days post the conclusion of the Agreement Scope. $5,000 TOTAL NTE $40,000 Total amount is not to exceed forty thousand dollars ($40,000). Contractor's invoice will be submitted for payment to the City’s Cultural Arts Manager or a designee upon completion of each phase. All invoices shall be detailed to include related activities. Final invoice approval will be completed by the Library & Cultural Arts Director or designee. DocuSign Envelope ID: CAE65475-B195-454A-8F99-A1AC58882F46 PSALCA-24002CA City Attorney Approved Version 4/24/2023 12 EXHIBIT “B” PROGRAM BACKGROUND AND SUPPORTING MATERIALS: PURPOSE AND NEED The overall goal of this program is to create interaction between local businesses and the creative arts sector in south Carlsbad, providing greater awareness of artists or artist teams, heightening the artists’ visibility and the arts in Carlsbad, and enacting values, goals, and initiatives from the City’s Arts & Culture Master Plan. This focus is a higher standard of more diverse art forms resulting in grander artistic outcomes in a large-scale art installation having interactive opportunities. 1. 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 the 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 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. 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. 2. 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 the implementation of public art. Educate the public on 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. DocuSign Envelope ID: CAE65475-B195-454A-8F99-A1AC58882F46 • • • • • • • • PSALCA-24002CA City Attorney Approved Version 4/24/2023 13 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 the 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. 3. City’s Temporary Public Art Program This program is identified as one of the City’s temporary public art programs. 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 performing arts elements. These arts experiences may range from a single experience to a short term of several days or a longer duration over multiple years. 4. Overall Goal of the Program The program allows 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 southern Carlsbad shopping mall property as an arts destination focused on generating a greater economic vitality for the creative sector. The goal is to provide a greater awareness of local and regional artists and heighten the arts' visibility in Carlsbad while connecting to major city initiatives outlined in the City's Arts & Culture Master Plan. DocuSign Envelope ID: CAE65475-B195-454A-8F99-A1AC58882F46 • • • • • • • DocuSign Envelope ID: CAE65475-B195-454A-8F99-A1AC588B2F46 ~ ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) ~ 7/17/2023 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). PRODUCER ~2tI~cT Real Estate & Hospitality Department Arthur J. Gallagher Risk Management Services, LLC wgN:o Extl: 818-539-2300 I FAX 500 N. Brand Boulevard, Ste. 100 IA/C Nol: 818-539-1804 Glendale CA 91203 ~flJ~ss: LARealEstateCerts@__AJG.com INSURERISl AFFORDING COVERAGE NAIC# License#: 0D69293 INSURER A : Endurance Assurance Corporation 11551 INSURED NORTINV--06 TREA NW Forum at Carlsbad Owner LLC INSURER B : SomDo America Insurance ComDanv 11126 c/o Robert M. Currey & Associates, Inc. INSURERC: One Beacon Street, 22nd Floor INSURERD: Boston MA 02108 INSURERE : INSURERF: COVERAGES CERTIFICATE NUMBER: 1073697672 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICYEFF POLICY EXP LTR TYPE OF INSURANCE ,.,c:n wvn POLICY NUMBER IMMIDD/YYYYI IMMIDD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY GGR10011193706 6/30/2023 6/30/2024 EACH OCCURRENCE $2,000,000 ~ □ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence) $1,000,000 X Deductible: NIL ~ MED EXP (Any one person) $ Excluded ~ PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 Fl □PRO-[K]LOC PRODUCTS -COMP/OP AGG $4,000,000 POLICY JECT OTHER: $ B AUTOMOBILE LIABILITY GAH30021598601 6/30/2023 6/30/2024 fE~~~~d~~tf lNGLE LIMIT $1,000,000 ~ X ANY AUTO BODILY INJURY (Per person) $ ~ OWNED ~ SCHEDULED BODILY INJURY (Per accident) $ ~ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident) Comp/Coll Deductible $ $1 ,000/$1 ,000 A X UMBRELLA LIAB MOCCUR GUR30000348306 6/30/2023 6/30/2024 EACH OCCURRENCE $10,000,000 ~ EXCESSLIAB CLAIMS-MADE AGGREGATE $10,000,000 OED I X I RETENTION $ 1n nnn $ B WORKERS COMPENSATION WCNS1341P0 1/1/2023 1/1/2024 X I ~ifruTE I I OTH-ER AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more space Is required) RE: Location: The Forum at Carlsbad I Address: 1923 Calle Barcelona, Carlsbad, CA 92009. 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 Named Insured (General Liability only). The full limits available to the named insured shall also be available and applicable to the City as an additional insured where required by written contract. Policy is Primary and Noncontributory. 30 Days Notice of Cancellation, 10 days for nonpayment of premium applies in favor of certificate holder. Terrorism is included. Umbrella policy follows primary General Liability form. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad 1635 Faraday Avenue AUTHORIZED REPRESENTATIVE Carlsbad CA 92008 ~~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: CAE65475-B195-454A-8F99-A1AC58882F46 POLICY NUMBER: GGR10011193706 COMMERCIAL GENERAL LIABILITY CG 20 2612 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you are obligated pursuant to a written contract or agreement executed prior to a loss to provide such insurance as is afforded by this policy. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 2612 19 © Insurance Services Office, Inc., 2018 Page 1 of 1