Loading...
HomeMy WebLinkAboutMid-America Arts Alliance dba ExhibitsUSA; 2019-07-22;w _J D. 0 w D. w er: 0 2 er: 0 LL r- cr: <( w er: 0 2 ••• MID-AMERICA ARTS ALLIANCE Mid-America Arts Alliance 2018 Baltimo re A venue Kansas City, Missouri 64 108 816/421-1388 EXHIBITSUSA AGREEMENT PLEASE READ THOROUGHLY Bookings-BK-059367 Fiscal Year 2022 THIS AGREEME T, dated July 22, 2019, by and between Mid-America Arts Alliance, through its national division, ExhibitsUSA (hereinafter referred to as "ExhibitsUSA"), 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, Mid-America Arts Alliance, in regional partnership with the state arts agencies of Arkansas, Kansas, Missouri, Nebraska, Oklahoma and Texas wishes to make available selected visual arts programs by cooperative activity for sharing resources, and WHEREAS, ExhibitsUSA, a national division of Mid-America Arts Alliance, wishes to make Frida Kahlo's Garden available to selected exhibitors, and WHEREAS, Exhibitor wishes to share Frida Kahlo's Garden with its community, NOW, THE REFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as fo llows: I. EXHlBITION, DA TES. a. Exhibitor agrees to host the exhibition Frida Kahlo's Garden (hereinafter referred to as "Exhibition"), coordinated, subsidized, and available from ExhibitsUSA for the period beginning September 1, 2021 and ending October 20, 2021 and to accept and display the Exhibition under the condition stated herein. b. The Exhibitor sha ll not alter the incoming shipping date, opening display date, ending display date or outgoing shipping date without written permission from Mid-America Arts Alliance. 2. PROGRAM COST, EXHIBITION FEE, MA ER OF PAYMENT. a. The full Program Cost of the Exhibition is supported by grants to Mid-America Arts All iance from: The National Endowment for the Humanities 2018 BALTIMORE AVENUE , KANSAS CITY, MISSOURI. 64108-1914 www.maaa.org \ communications@maaa.org \ (816)421-1388 \ fax (816)421-3918 Our partners: Arkansas Arts Council Kansas Creative Arts Industries Comm1ss1on, Missouri Arts Council, Nebraska Arts Council, Oklahoma Arts Council, Texas Commission on The Arts. the National Endowment for the Arts, EXHIBITSUSA AGREEMENT: Frida Kahlo's Garden BOOKING: BK-059367 PAGE2 b. Exhibitor shall pay an Exhibition Fee of$1,000 U.S. dollars. c. Exhibition Fee is payable to Mid-America Arts Alliance and is due in full upon the opening of the Exhibition. An invoice is attached to the EXHIBITS USA AGREEMENT. 3. SHIPPING a. Incoming Shipping of Exhibition I. Exhibitor will receive the exhibition via Common carrier from the previous exhibition site. Exhibitor, within the continental United States, will not be responsible for incoming shipping costs and should contact ExhibitsUSA before accepting collect shipments. 2. ExhibitsUSA will make a good faith effort to facilitate the arrival of the Exhibition no later than 4 business days in advance of the exhibition's beginning date specified in Paragraph I of the Agreement. Exhibits USA shall not be held responsible for delays outside of its control. 3. If the exhibition has not been received within four days prior to the exhibition beginning date specified in Paragraph I of the Agreement, exhibitor must contact ExhibitsUSA immediately. 4. In order to ensure that the exhibition will be delivered to the proper location, exhibitor must confirm the shipping address to be used for transport. If this information is not provided, the exhibition cannot be shipped. b. Outgoing Shipping of Exhibition Common Carrier I. Exhibitor will coordinate with the ExhibitsUSA registrar and representative of the designated Common carrier to transport the exhibition to the next exhibition site. Exhibitor is responsible for payment of its share of outgoing transportation charges. There are not any additional expenses for outgoing shipping (other than those noted below). 2. Exhibitor will be responsible for providing four to five persons to assist with the unloading of the exhibition. Exhibitor will be liable for any additional charges incurred as a result of special services such as multiple delivery sites or pick up locations, uncrating by shipping company, packing by shipping company, et cetera. 3. Shipping includes the cost of shipping within the Continental United States. Exhibitors outside the United States will be liable for additional charges related to customs brokerage fees, and any additional costs incurred shipping the exhibition across international borders for both incoming and outgoing shipping. 4. ExhibitsUSA will specify the name and address to which the Exhibition is to be shipped, as well as the date by which the Exhibition must arrive at the next exhibition site. EXHIBITSUSA AGREEMENT: Frida Kahlo's Garden BOOKING: BK-059367 PAGE3 5. Exhibitor will retain bill of lading receipts for a period of three weeks from the date of shipment. 6. 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 attachment. 7. 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. a. Exhibitor must submit to ExhibitsUSA a Project Evaluation Report using the forms provided by ExhibitsUSA. Exhibitor should be collecting information for this report as the program develops. The Project Evaluation Report is necessary to enable ExhibitsUSA to secure grants and contributions which make possible programs of this nature. b. By accepting and displaying the Exhibition, EXHIBITOR IS OBLIGATED TO THE SATISFACTORY COMPLETION AND SUBMISSION OF THE EXHIBITS USA EVALUATION REPORT. Submission of any final report to a state arts agency does not satisfy this requirement. c. Project Evaluation Report is due to ExhibitsUSA NO LATER THAN THIRTY (30) DAYS AFTER THE CONCLUSION OF THIS PROGRAM. 5. CREDIT REQUIREMENTS. The exhibition 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, a national division of Mid-America Arts Alliance, 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 ExhibitsUSA secures funding for a particular program that affects your exhibition, you may receive amended credit requirements. a. CREDIT PANELS: The credit panel in this exhibition 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 and electronic materials the following is required: fhis exhibitiun is made possible by~ El I on the Ruad, a special initiative uf the :\ational l•:ndowment for the Humanities. Frida Kah/o's Garden is adapted frum the exhibitiun, FR!f>J.. KAHU J. ART. ( ;J..R[)F:\, /JFE, organi/.ed by guest curator :\driana ZaYala at !he :\ew Y urk Botanical (iarden. It was made pussiblc with majur funding from the Institute uf \luseum and EXHIBITSUSA AGREEMENT: Frida Kahlo's Garden BOOKING: BK-059367 PAGE4 Library Sen ices, Karen Katen Foundation, The LuEsther T. \tcrtz Charitable Trust, MetLife foundation, '-iational Lndowment for the Arts, '-iational Lndowment for the Humanities, New York State Council on the Arts with the support ofCio,ernor Andrew M. Cuomo and the New York State Legislature, and Uillian and Robert Steel. It was adapted and toured for NE! I on the Ruad by the \1id-Amcrica Arts Alliance. Type size should be consistent with the majority of the type in your materials and never smaller than 8 point type. c. For NEWS RELEASES: You must include the following credit language within the first five paragraphs of any news release (not public service announcements) prepared for the media (newspapers, radio and television): This exhibitiun is made possible by NE! I@ the Ruad, a special initiative of the National Endowment fur the I Iumanities. Frida Kahlo 's Garden is adapted from the exhibition, FRIDA KA.HID: ART, GARDEN, /JFE, organized by guest curator Adriana Za,ala at The New York Botanical Uarden. It was made possible with major funding from the Institute ,)f Museum and Library Sen ices, Karen Katen Foundatiun, The LuEsthcr T. \tcrtz Charitable Trust, \tctLifc hlundation, '-iational Lndowment for the .\rts, '-iational Lndowment for the Humanities, New York State Council on the .\rts with the support of Cio,ernor Andrew M. Cuomo and the New Yurk State Legislature, and (iillian and Rubert Steel. It ,vas adapted and toured for NEIi on the Road by the \lid-.\merica .\rts .\lliance. 6. INSURANCE, CONDITION REPORTS, DAMAGES. a. ExhibitsUSA will provide insurance coverage at its own cost of the complete contents of the Exhibition for its entire duration including transit, unpacking, installation, display, storage, dismantling, and repacking. Upon request, ExhibitsUSA 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 ExhibitsUSA at both the beginning and conclusion of the Exhibition on forms provided by ExhibitsUSA. c. 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 to ExhibitsUSA 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: EXHIBITSUSA AGREEMENT: Frida Kahlo's Garden BOOKING: BK-059367 PAGES For exhibitions with few environmental or security restrictions. a. No food or drink in gallery or around artworks at any time. b. Fire protection according to local ordinanace. c. Limited-access gallery or display area; hallways, lobbies, other trafficways not acceptable d. Exhibition locked after hours e. No temperature extremes (65-75 degrees) f. No humidity extremes (45-65%) g. No sunlight; light sources must have UV filters, and windows will be blocked by shades or blinds at all times h. Responsible supervision of artwork at all times 1. Careful handling 8. RESPONSIBILITY, LIABILITY. 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 and Mid-America Arts Alliance from any and all such liability. 9. PHOTOGRAPHS. Photographs of 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. IO. CANCELLATION. a. Exhibitor may cancel its intention to display the Exhibition only upon written notice from Exhibitor to ExhibitsUSA, which shall be accompanied by a cancellation fee payable to Mid- America Arts Alliance as follows: b. If notice of cancellation is received by ExhibitsUSA more than ten ( I 0) months prior to the scheduled beginning of the Exhibition, Exhibitor shall pay one-half of the Exhibition Fee; EXHIBITSUSA AGREEMENT: Frida Kahlo's Garden BOOKING: BK-059367 PAGE6 c. If notice of cancellation is received by ExhibitsUSA ten ( 10) months or less prior to the scheduled beginning of the Exhibition, Exhibitor shall pay the full Exhibition Fee plus any costs for storing the Exhibition during the cancelled display period. If, in this event, 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. d. Exhibits USA makes every effort to facilitate the timely delivery of the Exhibition. However, ExhibitsUSA will not be responsible for damages or costs incurred arising from cancellations or transport delays of the Exhibition. 11. ADMISSION. Exhibitor shall provide, upon request from ExhibitsUSA, complimentary admissions to all program activities without cost to ExhibitsUSA as follows: a. Up to six (6) admissions for ExhibitsUSA and Mid-America Arts Alliance staff; b. Up to six (6) admissions for members of Mid-America Arts Alliance Board of Directors, contributors to Mid-America Arts Alliance, or other invited guests of Mid-America Arts Alliance. 12. NON-PROFIT STATUS Exhibitor affirms that it possesses not-for-profit status as designated by the Internal Revenue Service. Exhibitor agrees to notify Exhibits USA immediately of any alteration of its not-for- profit status which may occur prior to the conclusion of the program. 13. ASSURANCE OF COMPLIANCE All ExhibitsUSA programs are made possible in part through Federal Agency: National Endowment for the Arts; Category: Partnership; Discipline/Field: State and Regional Programs; CFDA (Catalog of Federal Domestic Assistance)#: 45.025. As a result, Exhibitor is required to comply with state and federal regulations as follows: a. Exhibitor agrees that it will comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.), Section 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.); and where applicable, Title IX of the Educational Amendments of 1972 (20 U.S.C. 1681 et seq.), as well as all regulations of the National Endowment for the Arts issued pursuant to these statutes. Title VI, Section 504, ADA, and the Age Discrimination Act prohibit discrimination on the basis of race, color, national origin, disability. or age in any Exhibits USA program or activity. Title IX prohibits discrimination on the basis of sex in any educational ExhibitsUSA program or activity. b. Exhibitor's financial records, supporting documents, and all 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 or EXHIBITSUSA AGREEMENT: Frida Kahlo's Garden BOOKING: BK-059367 PAGE8 ExhibitsUSA agrees to furnish assistance to Exhibitor for the development, organization and planning of this program, on a reasonable basis. 15. 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 ExhibitsUSA, 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. In the event of 'Force Majeure' which prevents the articles of this Agreement from taking place, neither ExhibitsUSA nor Mid-America Arts Alliance nor Exhibitor shall be held liable, and this Agreement shall become null and void. 16. BINDING EFFECT. This Agreement sets forth the full and complete understanding between Mid-America Arts Alliance and Exhibitor and shall be binding upon Mid-America Arts Alliance and Exhibitor, as well as their respective successors and assigns. Any questions or clarifications required by Exhibitor regarding this Agreement must be directed to ExhibitsUSA 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 on July 22, 2019. EXHIBITSUSA, a national division :Mid-;_:rica ~cc_(_M_-_A_A_A) Name: Ivan Lundberg Title: Director of Finance Mid-America Arts Alliance Date: July 22, 2019 City of Carlsbad William D Cannon Art Gallery By\,.;r""-e"..., __ ,"'\ . ·-------·-·-----·--- PrintName:t:L~ TitlcL b~'! al.,r-ll..t-~ b,r.,ctol-- Date: ___ 'ff--/.1c:r_lq__ _____ _ The following information is required for reporting to the National Endowment for the Arts and the National Endowment for the Humanities. U.S. Congressional District No: 49 State House District No: State Senate District No: 36 DUNS No: 073333932 APPROVED A~lo~~~M By:CeliaPt.J;;y'• C8y Asst/Deputy City Attorney City of Carlsbad, CA EXHIBITSUSA AGREEMENT: Frida Kahlo's Garden BOOKING: BK-059367 PAGE 7 the National Endowment for the Arts access to any pertinent books, documents or other records kept by 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 Federal Office of Management and Budget (0MB) Circular A-102, Attachment P, or 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 If 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 ExhibitsUSA for purposes of lobbying to affect legislation of federal or state governments pursuant to 18 United States Code, Section 1913, and 0MB Circular A-122, ··Lobbying" revision. e. Exhibitor's Final Evaluation Report shall be prepared in compliance with cost principles as established with 0MB Circular A-122 ("Cost Principles for Nonprofit 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 ExhibitsUSA 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 ExhibitsUSA 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. ' ' 14. TECHNICAL ASSISTANCE. ,,,---NE H ( On, \ ----~aad Agreement Attachment A Approval from the National Endowment for the Humanities This contract is pending the approval of the exhibitor educational programming application by the National Endowment for the Humanities. In the event that the educational programming grant application is not approved by the National Endowment for the Humanities, this contract will be considered terminated and the exhibitor will not be required to pay for exhibition and/or shipping fees. A full refund will be issued if the exhibitor has paid the exhibition fee and/or the shipping fee. This attachment to your ExhibitsUSA Agreement must be signed and returned to us within 60 days. Your agreement for this program will not be complete without this signed attachment. Exhibitor hereby agrees to forfeit exhibition in the event that the educational programming application is not approved by the National Endowment for the Humanities. L. ; (Mi ~) (a,, /sl:r:J Ex ibit& . 1 . 0 -. W, ff,.-, rJ1 (c,f\,~;:, '\ ~]?i wo Signature 9D ubftttk{t ~Ms 1)ir(cl), Title EXHIBITSUSA AGREEMENT: Frida Kahlo's Garden BOOKING: BK-059367 PAGE9 County Name: San Diego County