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Home My WebLink AboutTatro, Ronald; 2018-10-22;TERMS AND CONDITIONS FOR LOAN AGREEMENT This Agreement entered into on Pc M JJ /\--,Q.__;;2 , 20 ..... J_g.___ BETWEEN AND Ronald Tatro 202 Highline Trail El Cajon, CA 92021 (hereinafter "LENDER") 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 October 22, 2018 -September 30, 2019 for the exhibition "Ron Tatro: Seven Heads" at the Carlsbad Sculpture Garden at 2955 Elmwood Street, Carlsbad, CA. 1. Term LENDER agrees to loan the Artwork specified on checklist attached as Exhibit A of this Agreement to CITY. LENDER will transport and install the artwork at the Sculpture Garden. 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 CITY will notify LENDER at CITY'S sole discretion if any Artwork needs to be withdrawn from the exhibit.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. 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 Carlsbad Sculpture Garden between October 15 and October 20, 2018. At the end of the exhibition, LENDER will be responsible for de-installing the work within 10 days of end of exhibition unless other written arrangements are made between CITY and LENDER. 3. Insurance Artwork transported by LENDER is insured from the time of arrival at the Carlsbad Sculpture Garden 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 for the loan, delivery, installation, and de-installation of all artwork will not exceed six thousand {$6,000). No other compensation will be allowed except for items covered by subsequent amendments to this Agreement. Fees will be payable as follows: Payment shall not exceed six thousand dollars {$6,000) and shall be due upon completion of artwork installation. 5. Installation LENDER shall install the Artwork with CITY'S assistance. CITY reserves the right to make the final decision on which items will be included in the exhibition, and the arrangement of the exhibit. CITY shall take reasonable steps to preserve the exhibited Artwork against adverse environmental conditions, deterioration, damage or theft. 6. 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. 2 7. 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. 8. 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. 9. 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. 10. 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. 11. 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. 12. 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 3 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. 13. California Law The validity of this Agreement and any of its terms shall be governed by the laws of the State of California. If any part of this Agreement is found illegal, void or unenforceable for any reason, such holding shall not affect the validity and enforceability of any other part. The forum and venue of any dispute arising from this Agreement shall be the Superior Court of California, County of San Diego, North County Judicial District. Acknowledged and Accepted: LENDER (sign here) By: 1Zn49if~/df? Name of LENDER By: RON TATRO APPROVED AS TO FORM: ::LIA l[;;J' bmey Assistant City Attorney CITY OF CARLSBAD, a municipal Corporation of the State of California By: ~/ HEATHER PIZZUTO, Lib Attest: C i/r1}cw.JZma1L.,µ ~RBARA ENGLESON, City Clerk 4 {'cicyof Carlsbad Cultural Arts City Of Carlsbad Cultural Arts Sculpture Garden 1200 Carlsbad Village Drive Carlsbad, CA 92008 EXHIBIT A Sculpture Garden Loan Agreement Exhibit Ron Tatro: Seven Heads Address 202 Highline Trail Exhibit Oct. 22, 2018 -Sept. 30, City/State/Zip El Cajon, CA 92021 Dates 2019 loan Period Oct. 15, 2018 -Oct. 15, Telephone 619 447-9320 Dates 2019 lender Ron Tatro (Artist) E-mail r.tatro@cox.net Artist Ron Tatro Insurance Value $ $3,500 Title Untitled Size 72x36 Media Welded steel Year Made 2018 Description Painted Head Credit Line (Lent By) Ron Tatro Artist Ron Tatro Insurance Value $ $3,500 Title Untitled Size 72x36 Media Welded Steel Year Made 2018 Description Painted Head Credit Line (Lent By) Ron Tatro Artist Ron Tatro Insurance Value $ $3,500 Title Untitled Size 72x36 Media Welded Steel Year Made 2018 Description Painted Head Credit Line (Lent By) Ron Tatro Artist Ron Tatro Insurance Value $ $3,500 Title Untitled Size 72x36 Media Welded Steel Year Made 2018 Description Painted Head Credit Line (Lent By) Ron Tatro Artist Ron Tatro Insurance Value $ $3,500 Title Untitled Size 72x36 Media Welded Steel Year Made 2018 Description Painted Head Credit Line (Lent By) Ron Tatro Artist Ron Tatro Insurance Value $ $3,500 Title Untitled Size 72x36 Media Welded Steel Year Made 2018 Description Painted Head Credit Line (Lent By) Ron Tatro Artist Ron Tatro Insurance Value $ $3,500 Title Untitled Size 72x36 Media Welded Steel Year Made 2018 Description Painted Head Credit Line (Lent By) Ron Tatro The attached Terms and Conditions for Loan Agreement is incorporated herein. I acknowledge I have read and agree with loan information as stated on this page. ~{ i Ta:tr.-Cj-2<) -~IE SIGNATURE DATE