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HomeMy WebLinkAboutFreyja Design Inc; 2024-08-12; PSALCA-24010CAPSALCA-24010CA Page 1 City Attorney Approved Version 12/22/2023 AGREEMENT FOR PUBLIC ARTWORK DESIGN SERVICES FOR CHESTNUT UNDERPASS PUBLIC ART PROJECT CAPITAL IMPROVEMENT PROGRAM PROJECT NO. 6098 FREYJA DESIGN, INC. THIS AGREEMENT is made and entered into as of the day of , 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Freyja Design, Inc., a California corporation, (“Artist”) (collectively, the “Parties”). RECITALS A.City requires the professional services of an artist who is experienced in working in the public art field to design the Artwork for the Chestnut Underpass Public Art Project, Capital Improvement Program Project No. 6098 (“Project”), located at the Chestnut Avenue Interstate 5 Underpass west of Pio Pico Drive and east of Harding Street, in Carlsbad, California. B.Artist has the necessary experience in providing professional services and advice related to developing site-specific Artwork for the Project. C.Artist has been selected, pursuant to procedures identified in City’s Art in Public Places Program, adopted by the Carlsbad City Council, to design the Artwork with funds allocated for this purpose. D.Artist has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Artist agree as follows: 1.SCOPE OF WORK City retains Artist to perform, and Artist 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, Artist will exercise the reasonable professional care and skill customarily exercised by reputable members of Artist'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 two (2) additional two (2) year periods or parts thereof. Extensions will be based upon a satisfactory review of Artist'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. Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E 12th August PSALCA-24010CA Page 2 City Attorney Approved Version 12/22/2023 5.COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed ninety-five thousand dollars ($95,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 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 Exhibit "A." 6.STATUS OF ARTIST Artist will perform the Services in Artist's own way as an independent contractor and in pursuit of Artist's independent calling, and not as an employee of City. Artist 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 Artist to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Artist pursuant to the Agreement will be the full and complete compensation to which Artist is entitled. City will not make any federal or state tax withholdings on behalf of Artist or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Artist or its agents, employees or subcontractors. Artist 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 Artist or any agent, employee, or subcontractor of Artist for work done under this Agreement. At City’s election, City may deduct the indemnification amount from any balance owing to Artist. 7.SUBCONTRACTING Artist will not subcontract any portion of the Services without prior written approval of City. If Artist subcontracts any of the Services, Artist will be fully responsible to City for the acts and omissions of Artist's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Artist is for the acts and omissions of persons directly employed by Artist. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Artist and City. Artist will be responsible for payment of subcontractors. Artist will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Artist's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8.OTHER ARTISTS City reserves the right to employ other artists in connection with the Services. 9.INDEMNIFICATION Artist agrees to defend (with counsel approved by City), indemnify, and hold harmless City and its officers, elected and appointed officials, employees, agents 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 Artist, 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, cost or expense City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation is included as a Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E PSALCA-24010CA Page 3 City Attorney Approved Version 12/22/2023 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 Artist 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 Artist or Artist’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 Coverages and Limits. Artist will maintain the types of coverages and minimum limits indicated below, unless City’s Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Artist's indemnification obligations under this Agreement. City, its officers, elected and appointed officials, employees, agents and volunteers make no representation that the limits of the insurance specified to be carried by Artist pursuant to this Agreement are adequate to protect Artist. If Artist believes that any required insurance coverage is inadequate, Artist will obtain such additional insurance coverage, as Artist deems adequate, at Artist's sole expense. The full limits available to the named insured shall also be available and applicable to City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal and 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 Artist'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 Artist has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Artist’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five (5) years following the date of completion of the work. 10.2 Additional Provisions. Artist will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 10.2.2 Artist will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E PSALCA-24010CA Page 4 City Attorney Approved Version 12/22/2023 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, Artist will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Artist fails to maintain any of these insurance coverages, then City will have the option to declare Artist in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Artist is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Artist or deduct the amount paid from any sums due Artist 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 Artist 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 Artist will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Artist 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. Artist 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 Artist 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 Artist or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Artist will have the right to make one (1) copy of the work product for Artist’s records. 14.OWNERSHIP OF DESIGN AND/OR ARTWORK If City accepts the design for the Artwork and the Artwork, or any portion of it, is completed and installed, the California Department of Transportation (Caltrans) will own the title to Artwork under the terms of a companion Copyright License and Waiver of Moral Rights in Artwork agreement entered into between Artist and Caltrans. If City accepts the design for the Artwork and Caltrans does not become the owner of the title to the Artwork under the companion agreement, City will own the title to the completed design, including all rights of ownership, possession and control. Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E PSALCA-24010CA Page 5 City Attorney Approved Version 12/22/2023 15.COPYRIGHT AND REPRODUCTION RIGHTS 15.1 Except as otherwise provided in this Agreement, Artist shall own the copyright in the Artwork and shall have all rights in the Artwork provided by the Copyright Act of 1976, 17 U.S.C. §101 et seq., as it may be amended from time to time. Artist is responsible for registering the copyright in the Artwork with the United States Copyright Office. 15.2 Artist hereby grants City, royalty free and irrevocable license to make, or cause to be made, photographs and other two-dimensional reproductions of the Artwork for noncommercial purposes. For the purpose of this Agreement, the following are among those deemed to be permissible reproductions for the above cited purposes: reproductions used in City business, advertising, souvenirs, brochures and pamphlets pertaining to City; reproductions in exhibition catalogues, books, slides, photographs, postcards, posters, calendars, art magazines, art books and art and news sections of newspapers; in general books and magazines not primarily devoted to art; slides and film strips; video; computer websites; and television; as well as in media that shall exist in the future. City may not re-license the Artwork nor make a full-scale exact duplicate of the Artwork nor alter Artwork by selecting portions without Artist’s consent. City shall include Artist’s copyright notice on any reproductions and the Artist shall include the following words on any reproduction: "An original work commissioned by the City of Carlsbad, California." 16.WARRANTIES 16.1. Warranty of Title. Artist represents and warrants that: (a)The Artwork is solely the result of the artistic effort of Artist. (b)The Artwork is unique and original and does not infringe upon any copyright, trademark, service mark or other intellectual property right of any third party. (c)The Artwork or a duplicate of the Artwork has not been sold elsewhere. 16.2 Reasonable maintenance of the Artwork will not require procedures in excess of those described in the maintenance recommendations to be submitted by Artist to City along with the design. The warranty of quality and condition shall survive for a period of one (1) year after the final acceptance of the artwork. City shall give notice to Artist of any observed breach with reasonable promptness. The Artist shall at the request of City, and at no cost to City, cure reasonable and promptly the breach of any such warranty which is curable by Artist and which cure is consistent with professional conservation standards (including, for example, cure by means of repair or refabrication of the Artwork.) Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E PSALCA-24010CA Page 6 City Attorney Approved Version 12/22/2023 17.WAIVER OF RIGHTS Artist and City acknowledge that Artist may have certain rights under the Federal Visual Artists Rights Act of 1990 ("VARA," 17 U.S.C. § 106A, et seq.). Artist acknowledges and understands that if fabrication is performed, the subsequent installation of the Artwork at the site may subject the Artwork to destruction, distortion, mutilation, or other modification due to its removal by City or its officials, officers, employees, agents, or representatives. Artist agrees to waive Artist’s rights under VARA to prevent the destruction, distortion, mutilation, or other modification of the Artwork. Artist and City acknowledge that the Artist may have certain rights under California Civil Code Section 987, the California Art Preservation Act of 1979 (“CAPA”), which are not pre-empted by VARA. In consideration of the terms and conditions in this Agreement, the Artist waives any rights which Artist or Artist 's heirs, beneficiaries, devisees, or personal representatives may have under CAPA to prevent the removal, destruction, distortion, mutilation, or other modification of the Artwork. Any contracts or written agreements between the Artist and Artist’s subcontractors or other artists contributing to the Artwork shall include a waiver of the subcontractors’ or other artists’ CAPA or VARA rights. Artist’s rights under this Agreement shall cease with Artist’s death and do not extend to Artist’s heirs, successors or assigns. In addition, in the event that any element of the Artwork constitutes a public safety hazard, City has the right to remove the element posing the public safety hazard. Artist, and Artist’s agents, heirs, successors and assigns further agree not to attempt to defeat this waiver by cooperating, encouraging or assisting any organization which seeks to bring an action under these VARA or CAPA. 18.NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Artist under this Agreement are: For City: For Artist: Name Fiona Everett Name Freyja Bardell Title Sr. Management Analyst Title Artist / CEO Dept Library & Cultural Arts Address 1133 Isabel Street CITY OF CARLSBAD Los Angeles, CA 90065 Address 1775 Dove Lane Phone 310-977-8381 Carlsbad, CA 92009 Email freyjabardell@gmail.com Phone 442-339-2014 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: 89638412-ECC9-43B9-BFD9-A6F12495DA3E PSALCA-24010CA City Attorney Approved Version 12/22/2023 Page 7 19.CONFLICT OF INTEREST Artist 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 Artist shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ 20.GENERAL COMPLIANCE WITH LAWS Artist will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Artist, or in any way affect the performance of the Services by Artist. Artist will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Artist's services with all applicable laws, ordinances and regulations. Artist will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 21.CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Artist’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 22.DISCRIMINATION AND HARASSMENT PROHIBITED Artist will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 23.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 Artist 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. 24.TERMINATION In the event of the Artist's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Artist 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 Artist. Upon notification of termination, Artist 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 Artist has performed which is usable and of worth to Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E PSALCA-24010CA City Attorney Approved Version 12/22/2023 Page 8 City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Artist. Artist may terminate this Agreement by tendering forty-five days (45) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Artist will assemble the work product and put it in order for proper filing and closing and deliver it to City. Artist 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. 25.COVENANTS AGAINST CONTINGENT FEES Artist warrants that Artist has not employed or retained any company or person, other than a bona fide employee working for Artist, to solicit or secure this Agreement, and that Artist 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. 26.CLAIMS AND LAWSUITS By signing this Agreement, Artist 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. Artist acknowledges that if a false claim is submitted to City, it may be considered fraud and Artist may be subject to criminal prosecution. Artist 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. Artist acknowledges that the filing of a false claim may subject Artist to an administrative debarment proceeding as the result of which Artist may be prevented to act as a Artist on any public work or improvement for a period of up to five (5) years. Artist acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 30.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. 31.SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Artist 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 Artist without the prior consent of City, which shall not be unreasonably withheld. Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E PSALCA-24010CA City Attorney Approved Version 12/22/2023 Page 9 32.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. This Agreement may be executed in counterparts. \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E PSALCA-24010CA City Attorney Approved Version 12/22/2023 Page 10 33.AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Artist each represent and warrant that they have the legal power, right and actual authority to bind Artist to the terms and conditions of this Agreement. Executed by Artist this day of , 2024. ARTIST CITY OF CARLSBAD, a municipal corporation of the State of California Freyja Design, Inc., a California corporation By: By: (sign here) GEOFF PATNOE Assistant City Manager As Authorized by the City Manager FREYJA BARDELL, CEO/CFO By: ATTEST: For SHERRY FREISINGER, City Clerk (sign here) By: Deputy City Clerk (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 CINDIE K. McMAHON, City Attorney BY: City Attorney Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E August8th PSALCA-24010CA City Attorney Approved Version 12/22/2023 Page 11 EXHIBIT A SCOPE OF SERVICES AND FEE 1.EXECUTIVE SUMMARY Artist has been selected to design Artwork for the Chestnut Underpass located between Pio Pico Drive and Harding Street in Carlsbad, California. This selection followed a Limited Call for Artists Qualifications aimed at six experienced artists/teams in large-scale public art. A public art advisory subcommittee, comprising community members, an art professional, and Arts Commissioners chose the artist. City staff and project team members contributed as non-voting advisors. The Artwork is intended to enhance community engagement in public art and increase artist visibility. 2.SITE PROJECT 2.1 Vision. The Artwork will merge functionality with a nod to the local heritage and future aspirations, acting as a connector between neighborhoods. It is designed to provoke discussion and appreciation of Carlsbad's history, aligning with national public art trends, and elevating the City of Carlsbad's public art reputation. This Transportation Art initiative aims to foster community bonding and dialogue. 2.2 Additional Specifications. Enhancements include widening Chestnut Avenue under the I-5 Freeway, adding new bike lanes and sidewalks for improved public access and safety. The project includes constructing aesthetically pleasing retaining walls for the undercrossing, featuring tan grooved concrete with varied-height curved tops and dark brown cable railing. Mesa buff-colored concrete ditches complement the design. The City of Carlsbad has earmarked this site for its Transportation Art initiative. 3.CONTACT INFORMATION 3.1. Artist. Artist, Freyja Bardell, 310-977-8381, freyjagreenmeme@gmail.com Artist, Brian Howe, 325-540-4884, brian.greenmeme@gmail.com 3.2. City. Senior Management Analyst/Interim Cultural Arts Manager, Fiona Everett, 442-339-2014, fiona.everett@carlsbadca.gov Public Art Coordinator, Tonya Rodzach, 442-245-0502, tonya.rodzach@carlsbadca.gov Public Works Engineering Manager, Hossein Ajideh, 442-339-2756, hossein.ajideh@carlsbadca.gov Cultural Arts General Phone, 442-339-2090 Email may be the initial preferred method of reaching staff. 4.ARTIST’S ROLE 4.1 Artist shall, to the best of Artist’s artistic ability, design the Artwork in a manner that is consistent with the intent and purpose of this Agreement. The final design shall be complete and ready for fabrication and installation initiated by Artist. Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E PSALCA-24010CA City Attorney Approved Version 12/22/2023 Page 12 4.2 Artist is tasked with designing the Artwork for the Chestnut Underpass, positioned between Pio Pico Drive and Harding Street. This design process should consider the site's characteristics, the local community's essence, and the budget provided by City for the Artwork's creation. This budget encompasses all aspects of design, fabrication, Artist's travel expenses, and applicable taxes, as detailed in Paragraph 8 of this Exhibit ”A,” the Payment Schedule. Additionally, the design should prioritize the Artwork's ease of upkeep, ensure its longevity and condition in a public setting, and sustain a coastal environment. 4.3 Artist shall design the Artwork taking into consideration the safety of the public, including, but not limited to, the safety of persons traveling on public rights of way. 4.4 Artist shall design the Artwork in compliance with all applicable laws, regulations, and standards, including federal, state, and local laws, as well as regulations of public agencies overseeing the site or Artwork. 4.5 Transportation Art Design concept Art must meet the following requirements: 4.5.1 City Requirements.  Include graphics or sculptural artwork that expresses unique attributes of the area’s history, resources or character  Be a freestanding structure or integrated with an engineered transportation feature  Be appropriate to its proposed setting and be in proper scale with its surroundings  Be located where maintenance can be safely performed as specified in the encroachment permit, the maintenance agreement, and in conformance with Caltrans’s procedures  Be composed of materials that are durable for the projected lifespan  Be fully funded for design, installation, maintenance, restoration and removal by others for its projected lifespan  Conform to provisions of the California Outdoor Advertising Act  Be designed to minimize ongoing maintenance needs. Approved Caltrans protective graffiti coatings may be required if appropriate 4.5.2. California Department of Transportation (CalTrans) Headquarters Division of Maintenance- Structure Maintenance and Investigation inspection requirements. Transportation Art must not:  Display text  Simulate color combinations of colors usually reserved for official traffic control devices described in the Manual on Uniform Traffic Control Devices  Create a distraction to transportation system users  Include distracting illumination  Include reflective or glaring surface finishes  Imitate, obscure or interfere with traffic control devices  Interfere with airspace above the roadway  Be placed within state highway right-of-way upon trees, rocks or other natural features  Adversely affect existing structures, drainage patterns or stormwater runoff quality, landscaping or natural vegetation  Include reflective or glaring surface finishes Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E PSALCA-24010CA City Attorney Approved Version 12/22/2023 Page 13  Include moving elements (kinetic art) or simulate movement  Restrict sight distance  Must not encroach into required clearance areas for Americans with Disabilities Act compliance  Display symbols or icons such as flags, logos, or commercial symbols, except as allowed in Sub- article "Sponsor Recognition" of the Project Development Procedures Manual, Chapter 29, Section 9. Transportation Art must:  Include graphics or sculptural artwork that expresses unique attributes of an area’s history, resources or character Be a freestanding structure or integrated with an engineered transportation feature  Be appropriate to its proposed setting and be in proper scale with its surroundings  Be located where maintenance can be safely performed as specified in the encroachment permit, the maintenance agreement, and in conformance with Caltrans’s procedures  Be composed of materials that are durable for the projected lifespan  Be fully funded for design, installation, maintenance, restoration and removal by others for its projected lifespan  Conform to provisions of the California Outdoor Advertising Act  Be designed to minimize ongoing maintenance needs (approved Caltrans protective graffiti coatings may be required if appropriate)  Be consistent with Headquarters Division of Maintenance-Structure Maintenance and Investigations inspection requirements, including the following: o Paint used on structures should not fill or obscure cracks. Latex or other flexible type paints may be used on concrete structures only with written permission from the Headquarters Division of Maintenance-Structure Maintenance and Investigations o Painting of steel structures will only be permitted with written permission from the Headquarters Division of Maintenance-Structure Maintenance and Investigations o Painted art should avoid load-carrying, stress-bearing structural members including, but not limited to bridge girders, soffits, columns and piers o Artwork must not hinder inspection of bridges, retaining walls, and other structures o Method and attachment of artwork to retaining walls must be approved by Caltrans o Chipping, blasting or modifying existing concrete surfaces is prohibited, unless required by Division of Maintenance-Structure Maintenance and Investigations o Artwork footings must be approved by Caltrans 4.6 Artist shall meet regularly with City staff to ensure the design and future implementation of the Artwork complies with all provisions of this Agreement. 4.7 Artist must present a series of design concepts to the Chestnut Underpass Project Team, which includes City and Caltrans staff, the Carlsbad Arts Commission, and public representatives. After review, a final design will be submitted to the City Council for approval. If rejected, Artist may present a second design within 45 days. City will notify Artist of the City Council's decision on the Replacement Design. If rejected, the Agreement will end, with Artist compensated as stated in Paragraph 8 of this Exhibit ”A,” and all materials returned to Artist. Artist remains bound by the indemnity and hold harmless provisions of this Agreement. Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E --- PSALCA-24010CA City Attorney Approved Version 12/22/2023 Page 14 4.8 The Design Concept or Replacement Design (collectively “Design”) shall specify materials, dimensions, finish, color, and any other relevant information. The Design shall include the maintenance requirements and installation method with engineering calculations contemplated by Artist and shall include a cost estimate for each. The Design should be represented through drawings or models, which will be shared with the public for feedback. 4.9 Artist is responsible for providing all necessary supplies, materials and equipment for the Design. 4.10 Upon Design approval pursuant to Section 4(f), Artist must provide City’s Cultural Arts Manager or designee with a tentative schedule for the Artwork’s fabrication and installation. 4.11 Artist shall, at the option of City’s Cultural Arts Manager or designee, meet with the public or representatives of the media to discuss the Design of the Artwork on numerous occasions. 4.12 Artist may be required to serve as a consultant during the fabrication of the Artwork, providing guidance and expertise as needed. 4.13 Artist is responsible for arranging and covering all costs associated with travel and related accommodations necessary for the completion of their duties under this Agreement. 5. CITY’S OBLIGATIONS 5.1 City shall make available to Artist, background information on the Site, if requested by Artist. 5.2 City is responsible for organizing and coordinating all community outreach and engagement activities. 5.3 City will include Artist in project and construction meetings when it is relevant and timely. 5.4 City shall provide updates to Artist regarding the project’s progress throughout the development phases. 5.5 City will facilitate the acquisition of appropriate permits and applications from Caltrans. This is to enable Artist, or a designated third-party, to install the Artwork following the completion of street widening construction and after the execution of the Caltrans Encroachment Permit. 6. COMMUNITY OUTREACH & ENGAGEMENT 6.1 Community Engagement. Artist will be available to participate in in-person or virtual community engagement workshops such as discussion of Artworks, audio, and/or on-camera interviews and any media opportunity. All community engagement workshops will be coordinated in advance with City's Cultural Arts Manager or designee and shall constitute “work made for hire” under the United States Copyright Act of 1976 [17U.S.C. §§ 101, et seq.] and any other applicable law. City reserves the right to audio and/or video record and to reproduce and distribute any workshop or speaking engagement in this Agreement as virtual programming. City may retain the recording in its files, may replay the recordings for its employees and the public, including the right to post, replay, or broadcast the recordings on City’s YouTube channel, City’s cable channel, City’s Library Facebook Live account, and other similar City internet-based platforms, and may make the recording available for non- circulation use at its library facilities. Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E PSALCA-24010CA City Attorney Approved Version 12/22/2023 Page 15 City shall not sell the recording. City shall provide a copy of the recording to the Artist, upon the Artist’s request. 6.2 Press Kit. Upon execution of Agreement, the Artist agrees to provide a high-resolution image of self (headshot preferred) and written biography (up to 300 words) as well as four (4) to five (5) high resolution images of Artworks being shown in City. Images shall be delivered to City's Cultural Arts Manager or Designee in electronic form immediately upon the Agreement's execution. 7. HEALTH & SAFETY During any 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 Artist 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. 8. PAYMENT SCHEDULE Design Concept(s): Not-to-Exceed $95,000 Prepare Design Concept(s) in consultation with City Project Team, Caltrans staff: present Design Concept(s) to the Arts Commission (up to twice), public and City Council (up to twice) for approval. Payment Schedule Activity Required First payment (25% of total) A payment of $23,750 will be paid 30 days after execution of the Agreement. Second Payment (37.5% of total) A payment of $35,625 will be paid after the submission of the initial Design Concept(s) to City Project Team and participation in community engagement workshop(s). Third Payment (25% of total) A payment of $23,750 will be paid after the Artist provides the final Design Concept(s) and approval of Design by City’s Arts Commission. Fourth Payment (12.5% of total) A payment of $11,875 will be paid after the submission of the final Design Concept(s) or Replacement Design and the receipt of the City Council’s final approval of the final Design Concept(s) or Replacement Design. *Timelines to be mutually agreed upon by all Parties involved. Any date changes can be authorized by and with written notification to City’s Cultural Arts Manager or designee in writing 30 days before the predetermined date listed above. Invoicing & Payment. All invoices submitted to City shall be sufficiently detailed to include related activities for review and approval by City’s Cultural Arts Manager or designee. Final invoice approval will be completed by City’s Library & Cultural Arts Director or designee. 9. SUBSEQUENT AGREEMENT AND CONTRACTOR’S LICENSE Contingent upon the Carlsbad City Council’s approval, the City anticipates entering into a second agreement with the Artist for the fabrication and installation of the selected Artwork design. In accordance with state law, at the time of the Artwork’s fabrication and installation, Artist shall be a licensed contractor or shall be responsible for subcontracting the fabrication and installation to a reputable and experienced licensed contractor who shall exercise supervision and control over the Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E PSALCA-24010CA City Attorney Approved Version 12/22/2023 Page 16 Artwork’s fabrication and installation. Artist shall be solely responsible for verifying any such subcontractor has a valid appropriate license under California law. 10.SAFE HARBOR: GOVERNMENT CODE SECTION 1097.6 Artist’s duties and services under this Agreement shall not include preparing or assisting City with any portion of City’s preparation of any applicable request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with City. The City entering this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this Project/Service. Artist’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Artist shall cooperate with the City to ensure that all bidders (if applicable) for a subsequent contract on any subsequent phase of this Project/Service have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Artist pursuant to this Agreement. \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E TRANSPORTATION ART SITE MAPS View from Pio Pico Drive Final design subject to change Key -Transportation art site -The retaining wall exterior surface, cable railing, and the space between the back of the sidewalk and the wall is available for Transportation Art, subject to the artist interpretation and approval by Caltrans PSALCA-24010CA 17 Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E Conceptual Site Plan (North Side) **Final design subject to change Conceptual Site Plan (South Side) **Final design subject to change PSALCA-24010CA 18 Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E Edge of Bridge Deck Top of 1-5 OVerCrossing ~ Abutment ~ Existing Top of 1-5 OverCrossing Abutment _To~ 8W~n 100' 150' 200' PROFILE VIEW RETAINING WALL "90" (North Side) PLAN VIEW CHESTNUT AVENUE STREET IMPROVEMENTS· RETAINING WALL CONCEPTS NORTH SIDE Art ,\rea 150' 200' PROFILE VIEW RETAINING WALL "80" (South Side) 150' PLAN VIEW CHESTNUT AVENUE STREET IMPROVEMENTS· RETAINING WALL CONCEPTS SOUTH SIDE Ot h e r fa c t o r s to ta k e in t o co n s i d e r a t i o n : • As s u m e re t a i n i n g wa l l st r u c t u r a l de s i g n is su f f i c i e n t to su p p o r t Tr a n s p o r t a t i o n Ar t o Be l o w gr a d e fo o t i n g is an op t i o n as we l l o Fo o t i n g s , co n n e c t i o n s an d at t a c h m e n t s to wa l l mu s t be ap p r o v e d by Ca l t r a n s • Ar e a fo r Ar t (F r e e s t a n d i n g ) gr o u n d sp a c e is op e n fo r de s i g n an d in c l u s i o n of ar t w o r k • Ar e a fo r Ar t (F r e e s t a n d i n g ) wi l l ha v e pl a n n e d co n d u i t an d po w e r o Tr a n s p o r t a t i o n Ar t li g h t i n g in c l u d i n g up l i g h t i n g to be de s i g n e d by a r t i s t an d in c l u d e d wi t h t h e Tr a n s p o r t a t i o n A r t • Tr a n s p o r t a t i o n Ar t mu s t ma i n t a i n ve r t i c a l an d ho r i z o n t a l cl e a r a n c e ar e a s fo r Am e r i c a n s wi t h Di s a b i l i t i e s A c t c o m p l i a n c e • Cu r e d co n c r e t e si d e w a l k s ar e op e n fo r su r f a c e co l o r ch a n g e s . Si d e w a l k co l o r ch a n g e s mu s t no t cr e a t e a sl i p p e r y s u r f a c e . C u r b s a n d c u r b r a m p s a r e n o t o p e n f o r i n c l u s i o n o f Art w o r k PS A L C A - 2 4 0 1 0 C A 19 Do c u s i g n E n v e l o p e I D : 8 9 6 3 8 4 1 2 - E C C 9 - 4 3 B 9 - B F D 9 - A 6 F 1 2 4 9 5 D A 3 E ~ 11.o·_J DETAIL 'A' CHESTNUT AVENUE WALL 90 I \ I "'1~ ,SLOP£ Pi\VINC w ~ OtlRTAREO COOBLE] % ;,, 0: ~ FACE FRONT BACK or ~ f:S NEI SIOEIALk 'SIDEWALi WALL 1,◄3' I 13,7' AREA <OR rREESUNOING ART MORTARED COBBLE SLOPE PAVING 8 \~ i 1\ \ • \\ MCJITARED COB8LE SUFE PAVING W Bm FIIONT NEW Sl~ALK , s1J:AL, W4LL S.7' 1 11.45 EXISTING ! IALL • ··• •.. j,: Rtl.ivi!)) i j DETAIL 'B' WALL 80 PROPOSED FREEST ANDING AT CHESTNUT AVE BRIDGE ART LOCATIONS UNDERCROSSING JULY PS A L C A - 2 4 0 1 0 C A 20 Do c u s i g n E n v e l o p e I D : 8 9 6 3 8 4 1 2 - E C C 9 - 4 3 B 9 - B F D 9 - A 6 F 1 2 4 9 5 D A 3 E AREA FOR ART (FREEST ANDING) CHESTNUT /1.YENlE DETAIL 'A' WALL 90 ELEVATION RETAINING WALL 90 NOTE~: 1 . COior liletarning wol 18 with Dovla. col or ~47 11wno Buff11• 2:. s+clln CIII vle:lbl-e ,gcilwnlz.ed .&ur"face of· CClble !"'OTlrng dClr"k br'oWfl •ith lrbtlna Stff l. ELEVATION RETAINING WALL 80 NO SCALE DETAI L 'B' AREA fOR ART (FREESTANDING) " EJf0 NEIii' WAU JO]N txlst-W.ALL WALL 80 £ND NU 11'.t.l.L JOIN £-'•• WALL AT RETAINING CHESTNUT AVE WALL ELEVATIONS BRIDGE UNDERCROSSIN JULY Current View of Chestnut Underpass (Pre- construction) Google Map Views – retrieved 2023 Entering from Harding Street headed east Continuing to head east from Harding Street PSALCA-24010CA 21 Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E Harding St 6 Pine Ave Harding St 6 Pine Ave Current View of Chestnut Underpass (Pre- construction) Google Map Views – retrieved 2023 Entering current underpass continuing to head east to Pio Pico View looking west from Pio Pico Drive PSALCA-24010CA 22 Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E INSURER(S) AFFORDING COVERAGE NAIC # INSURER F : INSURER E : INSURER D : NAME:CONTACT INSURER C : INSURER B : (A/C, No):FAX E-MAILADDRESS: CUSTOMER ID:PRODUCER PRODUCER (A/C, No, Ext):PHONE INSURED INSURER A : The ACORD name and logo are registered marks of ACORD 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. LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space is required) REVISION NUMBER:CERTIFICATE NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGES $$ $BOILER & MACHINERY / EQUIPMENT BREAKDOWN $ $ $ TYPE OF POLICY CRIME POLICY NUMBER $ $ $ $ NAMED PERILS CAUSES OF LOSS TYPE OF POLICYINLAND MARINE $ RENTAL VALUE CONTENTS BUILDING DEDUCTIBLES WIND $ $ $ $ $ $ $ $ $ BLANKET BLDG & PP BLANKET PERS PROP BLANKET BUILDING EXTRA EXPENSE BUSINESS INCOME PERSONAL PROPERTY BUILDING FLOOD EARTHQUAKE SPECIAL BROAD BASIC CAUSES OF LOSS PROPERTY POLICY EXPIRATION DATE (MM/DD/YYYY) POLICY EFFECTIVEDATE (MM/DD/YYYY)INSR LTR LIMITSCOVERED PROPERTYPOLICY NUMBERTYPE OF INSURANCE $$ $ SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) © 1995-2015 ACORD CORPORATION. All rights reserved. ACORD 24 (2016/03) AUTHORIZED REPRESENTATIVE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CANCELLATION CERTIFICATE OF PROPERTY INSURANCE DATE (MM/DD/YYYY) CERTIFICATE HOLDER 844-357-0403Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA 5 Concourse Parkway Suite 2150 Atlanta GA, 30328 The City of Carlsbad its officials, employees and volunteers This Hiscox General Liability Policy is endorsed with Primary and Non-contributory endorsement E5581 & with waiver of subrogation endorsement E5402 in favor of the Additional Insured P102.839.634.1 A Hiscox Insurance Company Inc.10200 FREYJA DESIGN, INC DBA FREYJA DESIGN INC 1133 ISABEL ST Los Angeles, CA 90065 X X $ 1,000 01/11/2024 01/11/2025 $ 25,000X X X contact@hiscox.com 02/28/2024 1133 ISABEL ST, Los Angeles, CA 90065 Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E ACORD® I ~ I u ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ u ~ ~ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBRWVDADDLINSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOSNON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD MTTU Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA 5 Concourse Parkway Suite 2150 Atlanta GA, 30328 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 FREYJA DESIGN, INC DBA FREYJA DESIGN INC 1133 ISABEL ST Los Angeles, CA 90065 The City of Carlsbad its officials, employees and volunteers A Cyber and Data Risk Y P102.839.755.1 01/11/2024 01/11/2025 Each Claim: $ 250,000 Aggregate: $ 250,000 This Hiscox General Liability Policy is endorsed with Primary and Non-contributory endorsement E5581 & with waiver of subrogation endorsement E5402 in favo r of the Additional Insured 01/11/202501/11/2024P102.839.634.1YY CGL is on BOP Form X A X X X Each Claim: $ 1,000,000 Aggregate: $ 1,000,000 Professional LiabilityA 01/11/202501/11/2024P102.839.633.1Y 2,000,000 0 10,000 0 2,000,000 2,000,000 01/11/2024 Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E ACORD® I ~ I -~ □ - - =7 □ □ - -- -~ -~ -H I I I I I □ I CERTIFICATE OF EXEMPTION WORKERS’ COMPENSATION/EMPLOYERS’ LIABILITY INSURANCE I, , am the [insert name] [title] of . I hereby certify that [name of company] [name of company] has no employees and is not required by law to maintain workers’ compensation or employers’ liability insurance. Should employ any person [name of company] during the term of the Agreement with the City of Carlsbad for , [description of project or work that is being contracted] then workers’ compensation and employers’ liability insurance will be obtained. [Name] [Title and name of company or corporation] Freyja Bardell CEO, CFO and Secretary Freyja Design, Inc. Freyja Design, Inc. Freyja Design, Inc. Chestnut Underpass Artwork Freyja Bardell CEO, CFO and Secretary, Freyja Design, Inc. Docusign Envelope ID: 89638412-ECC9-43B9-BFD9-A6F12495DA3E