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HomeMy WebLinkAboutMid-America Arts Alliance dba ExhibitsUSA BK-057908; 2019-07-22;w _J 0. 0 w 0. w fr 0 ~ ••-MID-AMERICA ARTS ALLIANCE Mid-America Arts Alliance 2018 Baltimore A venue Kansas City, Missouri 64108 816/421-1388 EXHIBITSUSA AGREEMENT PLEASE READ THOROUGHLY Bookings -BK-057908 Fiscal Year 2020 THIS AGREEMENT, dated July 22, 2019, by and between Mid-America Arts Alliance, through its national division, ExhibitsUSA {hereinafter referred to as "Exhibits USA"), and City of Carlsbad, a municipal corporation William D Cannon Art Gallery 1775 Dove Ln Carlsbad, CA 92009-4048 {hereinafter referred to as "Exhibitor"), WHEREAS, ExhibitsUSA wishes to make Material Pulses: Seven Viewpoints available to selected exhibitors, and WHEREAS Exhibitor wishes to share Material Pulses: Seven Viewpoints with its community, NOW, THEREFORE, in consideration of the mutual promises in this agreement, the parties above agree as follows: l. EXHIBITION, DATES a. Exhibitor agrees to host the exhibition Material Pulses: Seven Viewpoints {hereinafter referred to as "Exhibition"), coordinated, subsidized, and available from ExhibitsUSA for the period beginning June 16, 2020 and ending August 11, 2020 and to accept and display the Exhibition under the condition stated herein. b. The Exhibitor shall not alter the incoming shipping date, opening display date, ending display date or outgoing shipping date without written permission from ExhibitsUSA. 2. PROGRAM COST, EXHIBITION FEE, MANNER OF PAYMENT a. Exhibitor shall pay an Exhibition Fee of$4,150 U.S. dollars. b. The full Program Cost to ExhibitsUSA of the Exhibitor's display of the Exhibition is $9,130. c. The portion of this fee not paid by the exhibitor is $4,980. The portion of this fee not paid by the exhibitor is supported by grants to ExhibitsUSA from: The National Endowment for the Arts and other public and private contributions to ExhibitsUSA and Mid-America Arts Alliance. ExhibitsUSA's requirements for reporting to these funders are outlined in paragraph 4. Requirements for crediting these funders are outlined in paragraph 5. d. A 25% deposit of $1,037.50 must be received with this signed Agreement. The balance of the Exhibition Fee is due in full on June 16, 2020. Checks should be made 2018 BALTIMORE AVENUE. KANSAS CITY MISSOURI 64108 1914 www.maaa.org \ commun1cat1onspmaaa o.g, (816)421-1388 \ fax (816)421-3918 Our partners: Arkansas Arts Council Kansas Creative Arts Industries Comm1ss1on, M1ssour1 Aris Council Nebraska Arts Coi,ncll Oklahoma Arts Council Texas Comm1ss1on on The Arts, the Na11onal Endowment for rhe Arts and the National EndoNmenl lor the Human ties EXHIBITSUSA AGREEMENT: Material Pulses: Seven Viewpoints BOOKING: BK-057908 PAGE2 payable to Mid-America Arts Alliance. Two invoices are attached to the ExhibitsUSA Agreement for your convenience. e. If ExhibitsUSA is not able to provide the Exhibition as described in the Agreement, the deposit will be returned in full to Exhibitor. The deposit will be returned in 30 days in case of that occurence. f. If Exhibitor cannot fulfill the terms of the Agreement, the deposit will be forfeited and retained by Exhibits USA. Exhibitor may also be subject to cancellation provisions as provided in paragraph (10) of this Agreement. g. SHIPPING a. Incoming Shipping of Exhibition I. Exhibitor will receive the Exhibition via Van Line from the previous exhibition site. Exhibitor will be responsible for providing personnel to assist with the unloading of the Exhibition. Exhibitors within the continental United States will not be responsible for incoming shipping costs and should contact Exhibits USA before accepting collect shipments. 2. Exhibits USA will make a good faith effort to facilitate the arrival of the Exhibition no later than 4 business days in advance of June 16, 2020. ExhibitsUSA shall not be held responsible for delays outside of its control. 3. If the Exhibition has not been received within four days prior to June 16, 2020, Exhibitor must contact Exhibits USA IMMEDIATELY. 4. ln order to ensure that the Exhibition will be delivered to the proper location, Exhibitor must provide the shipping address to be used for transport. If this information is not provided, the Exhibition cannot be shipped. b. Outgoing Shipping of Exhibition Van Line 1. Exhibits USA will specify the name and address of the institution to which the Exhibition is to be shipped, as well as the date by which the Exhibition must arrive at the next site. 2. Exhibitor will make all arrangements to transport the Exhibition to the next site as instructed by ExhibitsUSA via van line carrier approved by ExhibitsUSA. Exhibitor is responsible for all outgoing shipping costs which must be prepaid in full. 3. Exhibitor will ship the Exhibition within two (2) business days following August l l , 2020. 4. Exhibitor must notify Exhibits USA of the date the Exhibition was shipped within two (2) days of the date the Exhibition was shipped. Exhibitor will retain bill oflading receipts for a period of three weeks from the date of shipment. 5. Exhibitor will be liable for any costs resulting from Exhibitor's delay or failure to transport the Exhibition in accordance with the provisions of this agreement. EXHIBITSUSA AGREEMENT: Material Pulses: Seven Viewpoints BOOKING: BK-057908 PAGE3 c. Exhibitor will be responsible for reasonable supervision and care of the Exhibition, crates, packing material and everything contained therein, from its incoming shipping until its outgoing shipping according to the timeline. 4. PROJECT EVALUATION REPORT By accepting the Exhibitions and grant specified in paragraph 2(c) EXHIBITOR IS OBLIGATED TO THE SATISFACTORY COMPLETION AND SUBMISSION OF THE EXHIBITSUSA EVALUATION REPORT. Exhibitor should be collecting information for this report as the program develops. ExhibitsUSA is required to provide evaluation reports to the funders in paragraph 2(c). Submission of any final report to a state arts agency does not satisfy this requirement. The Final Evaluation is due to Exhibits USA NO LATER THAN September l 0, 2020. 5. CREDIT REQUIREMENTS The program you are presenting is being made available to your community by ExhibitsUSA, which is supported by public agencies and private contributors. Our ability to raise funds for such programs is directly related to the credit acknowledgments you provide. You are required to give proper credit to ExhibitsUSA and its funding sources in all promotional and educational materials. This section provides you with the detailed credit language and how it is required to be used. In the event Exhibits USA secures a sponsor for a particular program that affects your Exhibition, you may receive amended credit requirements. a. CREDIT PANELS: When provided by ExhibitsUSA, all framed credit panels must be prominently displayed at or near the entrance to the Exhibition at all times. b. For ADVERTISEMENTS, ANNOUNCEMENTS, WEBSITES, BROCHURES, INVITATIONS TO OPENINGS and other printed materials and electronic materials the following is required: A Program of ExhibitsUSA, a national division of Mid-America Arts Alliance and The National Endowment for the Arts -OR- A Program of (ExhibitsUSA logo) and The National Endowment for the Arts Type size should be consistent with the majority of the type in your materials and never smaller than eight (8) point type. c. For NEWS RELEASES: ExhibitsUSA will provide credit language for news releases in the publicity kit that will arrive in advance of the Exhibition. EXHIBITSUSA AGREEMENT: Material Pulses: Seven Viewpoints BOOKING: BK-057908 PAGE4 Exhibitor's failure to meet the above credit requirements will jeopardize its participation in future ExhibitsUSA programs. 6. INSURANCE, CONDITION REPORTS, DAMAGES a. Exhibits USA will provide insurance coverage at its own cost for the complete contents of the Exhibition during transit, unpacking, installation, display, storage, dismantling, and repacking. Upon request, Exhibits USA will provide Exhibitor a bona fide certificate of insurance coverage, the contents of which shall remain confidential with Exhibitor and shall not be made public. b. Exhibitor will prepare and file a Condition Report with Exhibits USA at both the beginning and conclusion of the Exhibition on forms provided by Exhibits USA. The Condition Report book will arrive in the crates with the Exhibition. c. Exhibitor will also complete a checklist receipt, which will arrive in advance of the Exhibition, confirming safe arrival of all objects, and will return it to Exhibits USA within five ( 5) business days of the Exhibition arrival. d. Exhibitor will report any and all damages or losses to the Exhibition while in Exhibitor's custody immediately by telephone to Exhibits USA. Within 24 hours of discovery of damage or loss, Exhibitor will send a full written statement with photographs to Exhibits USA detailing the extent, time, place and circumstances of the damage or loss. All damaged materials must be left as discovered unless the Exhibitor is instructed by ExhibitsUSA to proceed otherwise or unless emergency measures are necessary to prevent further damage. 7. SECURITY REQUIREMENTS The Exhibition referenced in the Agreement requires security precautions for its proper care, protection and maintenance. Exhibitor will provide the following minimum security requirements: Moderate B (environment emphasis, simple installation) For exhibitions that primarily require control of environmental factors: works on paper, original photography, and framed painting exhibitions. a. No food or drink in gallery or around artworks at any time b. Fire protection according to local ordinance c. Temperature and humidity-controlled crate storage d. Limited-access gallery or display area; hallways, lobbies, other trafficways not acceptable e. Exhibition locked after hours f. Total temperature control (gallery temperature maintained at constant 68-72°) g. Relative humidity of 45-55% at all times; no greater than 10% fluctuation over a 24-hour period h. No sunlight; light sources (including windows with shades/blinds) must have ultraviolet filters 1. Display area light levels not to exceed 5-7 foot-candles J. Responsible supervision of artwork at all times k. Handling by volunteers is acceptable only in the presence of trained personnel 8. RESPONSIBILITY, LIABILITY EXHIBITSUSA AGREEMENT: Material Pulses: Seven Viewpoints BOOKING: BK-057908 PAGE 5 a. Exhibitor is responsible for damages and costs of repairs to the Exhibition, crates, packing material and everything contained therein when such damages are the result of: I. Exhibitor noncompliance of stipulated security precautions as outlined in section 7; or 2. The negligence of personnel selected by Exhibitor to assist in handling the Exhibition; or 3. Exhibitor's negligence in any respect to provide for and insure the safety and protection of the Exhibition. 4. Exhibitor does not adhere to damage reporting and other procedures identified in paragraph 6 hereof. b. Exhibitor shall bear the full and complete burden of any and all liability to persons or property, other than the Exhibition and its crates, arising out of or incurred in connection with the program and shall absolve and hold harmless ExhibitsUSA from any and all such liability. 9. PHOTOGRAPHS Photographs of the work contained in the Exhibition, or its unpacking, installation, dismantling, or repacking are prohibited unless specifically and solely for Exhibitor's reasonable publicity and promotional purposes for this showing of the Exhibition or for Exhibits USA. I 0. CANCELLATION Exhibitor may cancel its intention to display the Exhibition only upon written notice from Exhibitor, received and acknowledged by ExhibitsUSA, which shall be accompanied by a cancellation fee payable to Mid-America Arts Alliance in the amount of the full Exhibition Fee plus any costs for storing the Exhibition during the cancelled display period. Any deposit received by ExhibitsUSA shall be credited toward the cancellation fee. If, in the event of Exhibitor's cancellation, Exhibits USA is able to book the Exhibition with another exhibitor at the full fee, one-half of the Exhibition Fee will be returned to Exhibitor. 11. NON-PROFIT STATUS Exhibitor affirms that it is legally incorporated with not-for-profit status as designated by the Internal Revenue Service, or is a unit of state, local or tribal government. Exhibitor agrees to notify ExhibitsUSA immediately of any alteration of this status which may occur prior to the conclusion of the Exhibition. 12. ASSURANCE OF COMPLIANCE All ExhibitsUSA programs are made possible by support to Mid-America Arts Alliance from state and federal sources. As a result, exhibitors are required to comply with state and federal regulations as follows: a. Exhibitor agrees to comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000 et seq.), Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.), and where applicable, Title IX of the Education Amendments Act of I 972 (20 U .S.C. 1681 et seq). Title VI, Section 504, and the Age Discrimination Act prohibit discrimination on the basis of race, color, national origin, handicap or age in any program or activity receiving ExhibitsUSA assistance. Title IX prohibits discrimination on the basis of sex in any education program receiving ExhibitsUSA assistance. EXHIBITSUSA AGREEMENT: Material Pulses: Seven Viewpoints BOOKING: BK-057908 PAGE6 b. Exhibitor's financial records and supporting documents (pertaining directly to the Exhibition) and all other records related to this ExhibitsUSA program shall be retained for a period of three years from the date of the Final Evaluation Report, or until a federal audit has been completed and any questions arising from it have been resolved, whichever is the lesser period. Exhibitor shall grant to ExhibitsUSA access to any pertinent books, documents, or other records kept by the Exhibitor to make audits or examinations as necessary. c. Exhibitor agrees to have its financial records examined by an independent auditor not less frequently than once every two years, consistent with requirements stated in Subpart F of the Uniform Guidance, as applicable. Does your organization expend $750,000 or more in federal awards in a given fiscal year? 0 Yes ~No H you answered yes, you are required to submit a copy of your latest Single Audit or Subpart F Audit to Mid-America Arts Alliance with this contract. d. Exhibitor shall not use federal or state funds provided by Exhibits USA or Mid-America Arts Alliance (if any) for purposes of lobbying to affect legislation of federal or state governments pursuant to United States Code, Section 1913. e. Exhibitor's Final Evaluation Report shall be prepared in compliance with cost principles as established in 0MB Circular A-122 ("Cost Principles for Non-profit Organizations", Circular A- 21 ("Cost Principles for Educational Institutions") or Circular A-87 ("Cost Principles for State and Local Governments"), as applicable. f. Exhibitor shall comply with the Drug-Free Workplace Act of 1988. g. Exhibitor certifies that its organization and principals are not suspended or debarred by any federal agency. h. Exhibitor shall comply with 29 CFR Part 505 of the Department of Labor, which provides that (1) all professional performers and related or supporting professional personnel employed on projects or productions which are financed in whole or in part with Exhibits USA funds will be paid not less than the minimum compensation for persons employed in similar activities, and (2) no part of any project or production which is financed in whole or in part with Exhibits USA funds will be performed or engaged in under working conditions which are unsanitary or hazardous or dangerous to the health and safety of the employees engaged in such project or production. 1. Exhibitor certifies that its organization has on file a Section 504 Self-Evaluation. If Exhibitor has not previously conducted this self-evaluation or wishes to update the results of previously conducted evaluations, it may contact the NEA' s Office of Civil Rights, free of charge, for a copy of a Program Evaluation Workbook. Copies of the above referenced federal guidelines can be obtained from the Office of Management and Budget or local libraries. EXHIBITSUSA AGREEMENT: Material Pulses: Seven Viewpoints BOOKING: BK-057908 PAGE 7 13. FUNDING DEFAULT, 'FORCE MAJEURE' a. In the event that any or all of the grants (as referenced in paragraph 2(a) above) or Exhibition fees to support the full cost of the Exhibition are not forthcoming to Exhibits USA, neither ExhibitsUSA nor Mid-America Arts Alliance nor Exhibitor shall be held liable and Mid-America Arts Alliance may amend or terminate this Agreement. b. Neither party will be held liable for any delay, adjournment or failure to perform the services and or comply with the understandings provided in this Agreement, in the event of war; riot; rebellion; electricity blackout; fire; flood; strike; lockout; labor difficulty; trade union action of any kind; action of the elements; accident; delay in transportation; laws, rules or regulations of any government authority having jurisdiction; or any other matter, events or conditions beyond the reasonable control of either of the parties, provided that the above list is not !imitative and that it will not be necessary to establish whether any of these events or conditions affected only the parties to the present contract or whether they also affected third parties. The above events or conditions are hereafter referred to as Events of Force Majeure. This contract can be revoked totally or partially only if reasons of Force Majeure are present. c. If part or all of the Exhibition tour is canceled as a result of an Event of Force Majeure, then both parties will agree to hold the other completely harmless. EXHIBITSUSA AGREEMENT: Material Pulses: Seven Viewpoints BOOKING: BK-057908 PAGES 14. GOVERNING LAW The construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of the State of Missouri. 15. BINDING EFFECT This Agreement sets forth the full and complete understanding between ExhibitsUSA and Exhibitor and shall be binding upon ExhibitsUSA and Exhibitor, as well as their respective successors and assigns. Any questions or clarifications required by Exhibitor regarding this Agreement must be directed to Exhibits USA prior to the execution of this document by Exhibitor. This Agreement may be altered only in writing, signed by both parties, except as provided herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement July 22, 2019. EXHIBITSUSA, a national division City of Carlsbad of Mid-America Arts Alliance (M-AAA) William D Cannon Art Gallery By k M------ Name: Ivan Lundberg Title: Director of Finance Mid-America Arts Alliance Date July 22, 2019 By:Cbkani.L< .. .2 Yi,,-~- Print Name: ~-~ Date: __ i,1_q,-l--'/t~q~---··-···--···--····· The following information is required for reporting to federal and state agencies. U.S. Congressional District No: State House District No: State Senate District No: DUNS No: FEIN No: APPROVED 1TO FORM Celia ";-;Prewer: i ttorney B ti/JG'~ .,..-:---:=-~~_.::::===:::::.-Asst/Deputy City Attorney City of Carlsbad, CA