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HomeMy WebLinkAboutMehta, Bhavna; 2020-02-27;AMENDMENT NO.1 TO AMEND AND EXTEND THE AGREEMENT FOR ARTWORK LOAN & ARTIST SERVICES AGREEMENT BHAVNA MEHTA ::::Ii: This Amendment No.1 is entered into and effective as of the / y:_ day of v--1 ?-, 2020, extending the agreement dated February 27, 2020 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Bhavna Mehta, ("Artist") (collectively, the "Parties") for the exhibition of "Edges Frayed' at the CITY's William D. Cannon Art Gallery. RECITALS A. On February 27, 2020, the Parties executed the original Agreement; and B. The Parties desire to extend the term of the Agreement and amend and replace Exhibit B "Scope of Services" to provide for virtual delivery of certain services; and B. The Parties have negotiated and agreed to the amended scope of work and to extend the Agreement until August 16, 2020. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Artist agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended from May 24, 2020 to August 16, 2020. All references to "May 24, 2020" in the Agreement are hereby replaced with "August 16, 2020." 2. The "Loan Period" in Exhibit A is hereby extended until August 16, 2020. 3. "Exhibit B" to the Agreement is hereby replaced with the "Exhibit B" attached to this Amendment No. 1. The Artist shall complete all work described in "Exhibit B". 4. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 5. All requisite insurance policies to be maintained by the Artist pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version 1 /30/13 6. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. ARTIST By: (sign here) '5 H A-J f'J A ME; tiT A- (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: (tJ,e()lt11w li~ City Manager or ayoror Director BARBARA ENGLESON City Clerk , If required by City, proper notarial acknowledgment of execution by Artist 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: CELIAA. BREWER, City Attorney BY,~ ~~ City Attorney Approved Version 1 /30/13 2 EXHIBIT "B" SCOPE OF SERVICES Existing ARTIST artwork on-site at the CITY's William D. Cannon Art Gallery will remain through the new extended date. The City will hold one (1) Artist panel and two (2) workshops with Artist in attendance at the Dove Library, 1775 Dove Lane, or provide support for Artist to deliver services through a virtual format. All events shall take place before August 16, 2020, last day of the City's Edges Frayed Exhibit. All events and times will be pre-arranged and coordinated in writing with City's Cultural Arts Manager or designee. The City will provide direction and assistance for best practices for all virtual activities. Contact Information: ARTIST Name: Bhavna Mehta Address: 3982 Mt Albertine Ave, San Diego, CA 92111 Email: bhavnaumehta@gmail.com CITY's Program & Venue Coordinator: Karen McGuire Contact: 760-602-2022 Email: Karen.McGuire@carlsbadca.gov Invoicing / Payment The Artist shall submit to City's Cultural Arts Manager Richard Schultz or Designee an invoice to include panel date and workshop details. Final invoice approval will be completed by City's Library & Cultural Arts Director or designee. City Attorney Approved Version 1 /30/13 3 TERMS AND CONDITIONS FOR LOAN AGREEMENT This Agreement entered into on ,JJLJo, ,2 7 , 2020. BETWEEN AND Bhavna Mehta 3982 Mt Albertine Ave, San Diego, CA 92111 (hereinafter "LENDERS" or "ARTIST") City of Carlsbad, a municipal corporation Cultural Arts Office 1200 Carlsbad Village Drive Carlsbad, CA 92008 (hereinafter "CITY") Recitals WHEREAS, CITY desires to exhibit LENDER'S works of art (hereinafter "Artwork") from March 1, 2020-May 24, 2020 for the exhibition "Edges Frayed" at the CITY's William D. Cannon Art Gallery. 1. Term LENDER agrees to loan the Artwork specified on checklist attached as Exhibit "A" of this Agreement to CITY. LENDER will transport and deliver and oversee the artwork installation at the Cannon Art Gallery. The Artwork will remain in the CITY'S possession during the loan period. CITY will notify LENDER at CITY'S sole discretion if any Artwork needs to be withdrawn from the exhibit. CITY and LENDER may agree in writing to extend the duration of this Agreement. Acceptance of the Artwork does not imply that the Artwork will be placed or maintained on public display for the duration of the Agreement. The City will hold workshops with LENDER in attendance sometime between the period of April 5 to May 23, at time arranged and coordinated with the City's Cultural Arts Manager or Designee. 2. Transportation and Packing LENDER certifies that the work to be loaned to the CITY under the terms and conditions of this agreement is in good condition. CITY shall inspect the Artwork and complete and sign the opening condition report for each piece of Artwork, which will constitute the condition of the property at the time of the receipt of the Artwork loan. Any discrepancies, losses or evidence of damage to the Artwork noted at the time of inspection, or at any time while in the CITY'S custody will be reported immediately to the LENDER. LENDER will deliver artwork to the Cannon Art Gallery between seven (7) and ten (10) days prior to the Exhibit opening date. At the end of the exhibition, LENDER will be responsible for picking up ARTWORK within seven (7) and ten (10) days of the end of exhibition unless other written arrangements are made between CITY and LENDER. All drop-off and pick-up deliveries shall be coordinated with the CITY's Cultural Arts Manager or Designee. 3. Insurance Artwork transported by LENDER is insured from the time of arrival at the Cannon Art Gallery until the time it is picked up by the LENDER. CITY will insure the Artwork against any loss or damage while it is in the CITY'S possession for the Fair Market Value as specified by the LENDER in Exhibit A of this Agreement. For purposes of insurance coverage, the CITY requires the LENDER to value Artwork(s) accurately based upon Artworks by the artist of similar size, style, medium, and if possible, based upon previous sales. The CITY may require LENDER to provide reasonable evidence of the Artwork's stated market value. In the event of loss or damage to the Artwork, LENDER'S failure to provide supporting evidence of the Artwork's stated market value will result in the CITY'S sole determination of the Artwork's market value. The signing of this Agreement by the CITY does not constitute an endorsement of the LENDER'S stated value. In the event of loss of or damage to the Artwork, LENDER'S recovery from the CITY and/or insurer is limited to the maximum coverage amount specified in the Agreement. LENDER agrees to hold the CITY and its officers, agents, employees and volunteers harmless from any and all claims in excess of maximum coverage amount indicated in this Agreement. In the event of partial loss or damage, the CITY'S liability shall be limited to the cost of repair or restoration or any resulting loss in fair market value. CITY shall not be liable for any indirect, special, incidental, punitive or consequential damages; even if the CITY has been advised of the possibility of such damages. 4. Compensation The total fee payable to LENDER will not exceed two thousand dollars ($2,000). No other compensation will be allowed except for items covered by subsequent amendments to this Agreement. Fees will be payable as follows: Payment $2,000 Upon completion of CITY's workshop 5. Damage Artwork will be visually inspected upon receipt and any noticeable damage will be documented on the delivery receipt. Evidence of damage to Artwork while in the CITY'S custody will be reported immediately to the LENDER. CITY may elect to display damaged Artwork if in CITY'S sole determination the displaying of the damaged Artwork will not exacerbate the preexisting damage. 6. Reproduction Rights, Publicity and Photography Except as limited by the Agreement, LENDER retains any or all copyright, licensing and/or ownership rights to the Artwork available to him/her under state or federal law. LENDER grants CITY the right to photograph, telecast, or make similar visual reproductions of the Artwork covered by this Agreement for publicity and advertising purposes and other educational purposes and in catalogues or posters that it distributes. CITY agrees to acknowledge the artist on all related printed matter. Exhibition announcements, publicity releases, invitations, posters, signs or other promotional or educational materials relating to the Artwork. 7. Warranty of Title LENDER warrants that LENDER is either the owner of the Artwork or the authorized agent of the lawful owner or artist of the Artwork and has the authority to enter into this Agreement and to grant the rights to CITY as set forth in this Agreement. LENDER also warrants that the Artwork(s) is not now or will be subjected to claims of ownership, lien, encumbrance, copyright infringement, or trademark infringement under any state or federal law. LENDER shall indemnify the CITY, its officers and employees for all damages related to a claim asserting a violation or claim of violation of this Warranty of Title, including reasonable attorney fees and costs. 8. Withdrawals Artwork, once placed for exhibition cannot be withdrawn from an exhibition by the LENDER for any reason without written approval from the CITY and suitable replacement (s) provided. 9. Termination LENDER or CITY may terminate this Agreement prior to the start of the Term, as set forth on page 1 of this Agreement, by giving the other party thirty (30) days written notice. Termination by LENDER, however, is subject to section 9, above. Termination by LENDER will not result in the withdrawal of Artwork already placed for exhibition. In the event the LENDER terminates this Agreement, LENDER will refund, within ten (10) calendar days, all fees paid to LENDER by the CITY. In the event the CITY terminates this Agreement, LENDER may retain fifty percent (50%) of the fees paid by CITY; LENDER shall refund the balance of the fees to CITY within ten (10) calendar days. 10. Assignment and Binding Agreement This Agreement shall not be assigned without the prior written consent of the CITY, which consent shall not be unreasonably withheld. This Agreement shall be binding upon the heirs, successors, and assigns of LENDER. 11. Entire Agreement This Agreement, together with any other document referred to in it embodies the entire agreement and understanding between the parties relating to its subject matter. The Agreement supersedes and replaces and all precious agreements, whether verbal or written, between the parties with regard to the subject matter herein. Neither this Agreement nor any of its provisions may be amended, modified, waives, or discharged except by an instrument in writing executed by parties to this Agreement. 12. Governing Law This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of California. If any term or provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law governing this Agreement, the validity of the remaining portions of this Agreement shall not be affected thereby. Venue for purposes of enforcing any provision of this Agreement shall be San Diego County. 13. Signing Authority The individual on his/her own behalf or the representative for each party signing on behalf of a corporation, partnership, joint venture or governmental entity hereby declares that authority has been obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to hold the other party or parties hereto harmless if it is later determined that such authority does not exist. Acknowledged and Accepted: LENDER/ARTIST By: (sign here) ~H Av fl/ A tv\EHTA , AIZ TlST (print name/title) 1 By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California Library & Cultural Arts Director 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: CELIA A. BREWER, City Attorney By: ;;~ /( l ~ Deputy/Assistant City Attorney ATTEST: By\kQJ\c,-k 7YL711~ ~ARBARA ENGLESON V City Clerk ( City of Carlsbad r t /\ C t City of Carlsbad William D. Cannon Art Gallery 1775 Dove Lane Carlsbad, CA 92009 (760) 602-2021 William D. Cannon Art Gallery Loan Agreement, Exhibit "A" Exhibit Edges Frayed Address 3982 Mt. Albertine Ave. Exhibit March 1 -May 24, 2020 City/State/Zip San Diego, Ca, 92111 Dates Loan February 21 -May 30, Period Telephone 619-987-3187 Dates 2020 Lender Bhavna Mehta E-mail bhavnau mehta@gmail.com Artist Bhavna Mehta Insurance $750 Value$ Title Disembodied: Eyes Size 12"x 25" Media Embroidery Year Made 2018 Embroidery on Credit Line Description handmade Abaca (Lent By) Bhavna Mehta paper Artist Bhavna Mehta Insurance $750 Value$ Title Disembodied: Feet Size 12" X 25" Media Embroidery Year Made 2018 Embroidery on Credit Line Description handmade Abaca {Lent By) Bhavna Mehta paper Artist Bhavna Mehta Insurance $750 Value$ Title Disembodied: Mouth Size 12" X 25" Media Embroidery Year Made 2018 Embroidery on Credit Line Description handmade Abaca (Lent By) Bhavna Mehta paper Artist Bhavna Mehta Insurance $750 Value$ Title Disembodied: Pelvis Size 12" X 25" Media Embroidery Year Made 2018 Embroidery on Credit Line Description handmade Abaca (Lent By) Bhavna Mehta paper Artist Bhavna Mehta Insurance $1600 Value$ Title Disembodied: Self Size 22" X 100" Media Embroidery Year Made 2018 Embroidery on Credit Line Description handmade Abaca (Lent By) Bhavna Mehta paper Artist Bhavna Mehta Insurance $300 Value$ Title Mother's Words Size 8" X 8" Media Handmade Paper Year Made 2018 Description Edition of 2 Credit Line Bhavna Mehta (Lent By) Artist Bhavna Mehta Insurance $300 Value$ Title Sacrum and Vertebra Size #1 Media Paper and brads Year Made 2019 Description Paper sculpture Credit Line Bhavna Mehta (Lent By) Artist Bhavna Mehta I Insurance Value$ $300 Title Sacrum and Vertebra Size #2 Media Paper and brads Year Made 2020 Description Paper sculpture Credit Line I Bhavna Mehta (Lent Bv) Artist Bhavna Mehta Insurance $650 Value$ Title Resist with Your Bones Size 12" X 12" Media Embroidery Year Made 2018 Description Embroidery on hand-Credit Line Bhavna Mehta cut paper (Lent By) Artist Bhavna Mehta Insurance $400 Value$ Title House with Ribcage Size 12" X 6" X 4" Media Embroidery Year Made 2019 Description Embroidery on hand-Credit Line Bhavna Mehta cut paper (Lent By) Artist Bhavna Mehta Insurance $250.00 Value$ Title Black Scream Size 4" X 4" X 4" Media Embroidery Year Made 2019 Description Embroidery on paper Credit Line Bhavna Mehta (Lent By) Artist Bhavna Mehta Insurance $500.00 Value$ Title Cloud of Tears Size Dependent on installation Media Hand-cut paper Year Made 2019 Description Paper tears Credit Line Bhavna Mehta (Lent By) Artist Bhavna Mehta Insurance $450.00 Value$ Title Blooming Hands Size 20" X 25" Media Hand-cut paper Year Made 2019 Description Cut paper for corner Credit Line Bhavna Mehta (Lent By) The attache(i Tenns and Conditions for Loan Agreement is incorporated herein. I acknowledge I have read and agree with loan information as stated on this page. ~ ~JV\. 3,0 1 2-02-0 SIGNATURE DATE EXHIBIT "B" SCOPE OF SERVICES ARTIST will provide new artwork during the Exhibit period. In addition, ARTIST will be featured at one (1) Artist Panel on April 5 and attend two (2) workshops as coordinated with the City's Cultural Arts Manager or Designee, as part of the CITY's Edges Frayed Exhibit. Contact Information: ARTIST Name: Bhavna Mehta Address: 3982 Mt Albertine Ave, San Diego, CA 92111 Phone: 619-987-3187 Email: bhavnaumehta@gmail.com CITY's Program & Venue Coordinator: Karen McGuire Contact: 760-602-2022 Email: Karen.McGuire@carlsbadca.gov Engagement Venues: Carlsbad City Library's -1775 Dove Lane, Carlsbad, CA 92011 Ruby G. Schulman Auditorium, William D. Cannon Art Gallery, George and Patricia Gowland Meeting Room Exhibit Artist Panel: On April 5, from 6:30 p.m. to 8 p.m., ARTIST will be part of an Exhibit Artist Panel to give background on their work and discuss the Artistic process, and answer questions from participants. ARTISTS are expected to be on site by 5:30 p.m. and check-in with the CITY's Program and Venue Coordinator. Workshop: The ARTIST will be demonstrating and then guiding participants on a hands-on art project related to the ARTIST's work of art. Each workshop is three (3) hours in duration. All workshop materials will be provided by the ARTIST. Workshop Proposed Period: April 5 to May 23, 2020 from 9 a.m. to noon and 1 p.m. to 4 p.m. on pre-selected days as coordinated with the City's Cultural Arts Manager or Designee. The CITY will provide refreshments to the ARTIST at each event. The CITY will charge NO ADMISSION for the Panel or Workshop. Invoicing / Payment The ARTIST shall submit to City's Cultural Arts Manager Richard Schultz or Designee an invoice to include panel date and workshop details. Final invoice approval will be completed by City's Library & Cultural Arts Director or designee. WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement( s ). Requested by: Karen McGuire, Library & Cultural Arts February 7, 2020 (Name and Department) (Date) Proposed modification(s) to the ________ requirement(s) for Artist Bhavna Mehta (Type of insurance) (Name of contract) D Reduce coverage to the amount of: ~$ ______ _ ~ Waive coverage D Other: ---------------------------------- FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) □Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] _______ _ □Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable J __________ _ □Contract Amount/Term of Contract: $ _______ . Work will be completed over a period of __ _ □Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain}. ___________________________ _ ~Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): All activities on this agreement are speaking and instructional in Schulman Auditorium and Gowland Meeting Room, 1775 Dove Lane, Carlsbad, 92011 A roved b Risk Mana er for this contract on! (Signature) i~z.(-Zo (Date)