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•••• 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-058481
Fiscal Year 2019
THIS AGREEMENT, dated October 25,2017, by and between Mid-America Arts Alliance, through
its national division, Exhibits USA (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, Exhibits USA wishes to make Art of tl1e A/olla Shirt: Keo11I of Hawaii, 1938-51
available to selected exhibitors, and WHEREAS Exhibitor wishes to share Art of Ille A/ol,a Sltirt:
Keo11i of Hawaii, 1938-51 with its community, NOW, THEREFORE, in consideration of the mutual
promises in this agreement, the parties above agree as follows:
I. EXHIBITION, DA TES
a. Exhibitor agrees to host the exhibition Art oftl,e A/olla Si,irt: Keo11i of Hawaii, 1938-51
(hereinafter referred to as "Exhibition"), coordinated, subsidized, and available from Exhibits USA
for the period beginning January 28, 2019 and ending March 16, 2019 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 Exhibits USA.
2. PROGRAM COST, EXHIBITION FEE, MANNER OF PAYMENT
a. Exhibitor shall pay an Exhibition Fee of $4,650 U.S. dollars.
b. The full Program Cost to ExhibitsUSA of the Exhibitor's display of the Exhibition is $10,230.
c. The portion of this fee not paid by the exhibitor is $5,580. The po11ion 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 repo11ing to these funders are outlined in paragraph 4.
Requirements for crediting these funders are outlined in paragraph 5.
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 Commission, Missouri Arts Council,
Nebraska Arts Council, Oklahoma Arts Council, Texas Commission on The Arts, the National Endowment for the Arts,
and the National Endowment for the Humanities
EXHlBITSUSA AGREEMENT: A11 of the Aloha Shirt: Keoni of Hawaii, 1938-51
BOOKING: BK-058481
PAGE2
d. A 25% deposit of $1,162.50 must be received with this signed Agreement. The balance of
the Exhibition Fee is due in full on January 28, 2019. Checks should be made
payable to ExhibitsUSA. 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.
f. If Exhibitor cannot fulfill the tem1s of the Agreement, the deposit will be forfeited and retained by
ExhibitsUSA. Exhibitor may also be subject to cancellation provisions as provided in paragraph
(10) of this Agreement.
3. 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 ExhibitsUSA 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 January 28, 2019. Exhibits USA shall not be held
responsible for delays outside of its control. IfExhibitsUSA 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 within 30 days in case of that occurrence.
3. If the Exhibition has not been received within four days prior to January 28, 2019,
Exhibitor must contact ExhibitsUSA lMMEDIA TEL Y.
4. In 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
I. ExhibitsUSA 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
March 16, 2019.
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 of lading receipts
for a period of three weeks from the date of shipment.
EXHIBITSUSA AGREEMENT: Art of the Aloha Shirt: Keoni of Hawaii, 1938-51
BOOKING: BK-058481
PAGEJ
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.
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 April 15, 2019.
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
Exhibits USA 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 a sponsor for a particular program that affects your Exhibition, you may
receive amended credit requirements.
a. CREDIT PANELS:
When provided by Exhibits USA, 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 Exhibits USA, 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:
Exhibits USA will provide credit language for news releases in the publicity kit that will arrive in
advance of the Exhibition.
EXHIBITSUSA AGREEMENT: A11 of the Aloha Shirt: Keoni of Hawaii, 1938-51
BOOKING: BK-058481
PAGE4
Exhibitor's failure to meet the above credit requirements will jeopardize its participation in
future ExhibitsUSA programs.
6. INSURANCE, CONDITION REPORTS, DAMAGES
a. ExhibitsUSA 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 ExhibitsUSA. 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 ExhibitsUSA. Within 24 hours of discovery of damage or loss,
Exhibitor will send a full written statement with photographs 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:
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 I 0% 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
EXHIBITSUSA AGREEMENT: Art of the Aloha Shirt: Keoni of Hawaii, 1938-51
BOOKING: BK-058481
PAGE 5
k. Handling by volunteers is acceptable only in the presence of trained personnel
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 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 ExhibitsUSA.
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, ExhibitsU SA
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 1972 (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
EXHIBITSUSA AGREEMENT: Art ofthe Aloha Shirt: Keoni of Hawaii, 1938-51
BOOKING: BK-058481
PAGE6
activity receiving ExhibitsUSA assistance. Title IX prohibits discrimination on the basis of sex in
any education program receiving Exhibits USA assistance.
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 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?
D Yes
EJ 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 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 I 988.
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 (I)
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.
i. Exhibitor ce11ifies 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.
EXHIBITSUSA AGREEMENT: A11 of the Aloha Shirt: Keoni of Hawaii, 1938-51
BOOKING: BK-058481
PAGE 7
Copies of the above referenced federal guidelines can be obtained from the Office of Management and
Budget or local libraries.
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 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. 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 limitative 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 ofan Event of Force Majeure, then both
parties will agree to hold the other completely harmless.
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 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 October 25, 2017.
EXHIBITSUSA, a national division City of Carlsbad
of Mid-America Arts Alliance (M-AAA)
By: I,_ ~ By: ~ P-1M<V11) r r.7 ~
Name: Ivan Lundberg Print Name: ~ .. 1; '· t 1w L f, t l1.t tf:i
Title: Director of Finance
Mid-America Arts Alliance
APPROVED AS TO FORM
Celia~ ~r~"lf'_ , i~ Attorney
By: ___ lAt;..._;;;;;...·.;;;...-1,,. __ _
Asst/Deputy City Attorney
Ci~ of Carlsbad, CA
EXHIBITS USA AGREEMENT: Art of the Aloha Shirt: Keoni of Hawaii, 1938-51
BOOKING: BK-058481
PAGES
Date:
Date October 25, 2017
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The following information is required for reporting to federal and state agencies. Please confinn
accuracy.
U.S. Congressional District No: 50
State House District No:
DUNS No: 005531239
County Name: San Diego County
State Senate District No: