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HomeMy WebLinkAboutBelfield, Brian; 2021-05-17;City Attorney Approved Version 6/12/18 1 Debbie Jo McCool Debbie Jo McCool DocuSign Envelope ID: DDE8EFA7-A5F3-44F1-BD18-1842379FEA56 Karen McGuire Richard Schultz Suzanne SmithsonEd Garbo AGREEMENT FOR LOAN OF ARTWORK 2021 JURIED BIENNIAL EXHIBIT BRIAN BELFIELD THIS AGREEMENT is made and entered into as of the 17th day of May , 2021, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Brian Belfield, a sole proprietorship, ("Contractor”/”Lender”). RECITALS City requires the professional services of an Artist to loan artwork to the City for public display in the City’s William D. Cannon Art Gallery, 1775 Dove Lane, Carlsbad, CA. Contractor has the ability to loan the Artwork. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A” and loan artwork as specified in “Exhibit B”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one (1) year from the date first above written. 3. COMPENSATION Not applicable. No fees will be paid by City to the Contractor. 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. INSURANCE AND HOLD HARMLESS 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 B of this Agreement. For purposes of insurance coverage, the CITY requires DocuSign Envelope ID: DDE8EFA7-A5F3-44F1-BD18-1842379FEA56 City Attorney Approved Version 6/12/18 2 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. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Richard Schultz Name Brian Belfield Title Cultural Arts Manager Title Artist Department Library & Cultural Arts Address 12316 Fernando Drive City of Carlsbad San Diego, CA 92128 Address 1775 Dove Lane Phone No. 858-673-4142 Carlsbad, CA Email bmb_art@san.rr.com Phone No. 760-602-2086 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. DocuSign Envelope ID: DDE8EFA7-A5F3-44F1-BD18-1842379FEA56 City Attorney Approved Version 6/12/18 3 10. TERMINATION City may terminate this Agreement at any time after a discussion, and written notice to the Contractor. Contractor may terminate this Agreement any time before the artwork is placed for exhibition, after a discussion, and written notice to the City. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 15. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ DocuSign Envelope ID: DDE8EFA7-A5F3-44F1-BD18-1842379FEA56 City Attorney Approved Version 6/12/18 4 16. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: Brian Belfield, Artist (print name/title) SUZANNE SMITHSON Library & Cultural Arts Director As Authorized by City Manager ATTEST: By: (sign here) For BARBARA ENGLESON City Clerk (print name/title) 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. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President 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: For CELIA A. BREWER, City Attorney By: Assistant/Deputy City Attorney Audra Mahoney Audra Mahoney By: (sign here) DocuSign Envelope ID: DDE8EFA7-A5F3-44F1-BD18-1842379FEA56 City Attorney Approved Version 6/12/18 5 EXHIBIT “A” SCOPE OF SERVICES LENDER will loan artwork to the City to be exhibited in the exhibition “2021 Juried Biennial” at the CITY’s William D. Cannon Art Gallery, 1775 Dove Lane, Carlsbad. Exhibition will feature multiple media types such as oils, acrylic, photography, mixed media, sculpture, and more, showcasing work for both emerging and mid-career artists in San Diego County. 1. CITY’S CONTACT INFORMATION • Cultural Arts Manager, Richard Schultz, 760-602-2086, richard.schultz@carlsbadca.gov • Curator of Exhibitions, Karen McGuire, 760-602-2022, karen.mcguire@carlsbadca.gov • Cultural Arts general phone # 760-602-2090 Throughout COVID-19 pandemic, staff may have adjusted hours and work locations. Email may be the initial preferred method of reaching staff. 2. EXHIBIT LOCATION William D. Cannon Art Gallery, 1775 Dove Lane, Carlsbad, CA 3. ARTWORK LOAN PERIODS • Artwork loan period: May 29, 2021 – August 30, 2021 • Gallery exhibit period: June 12, 2021 – August 7, 2021 LENDER agrees to loan the Artwork specified on the checklist attached as Exhibit "B." The Artwork will remain in the CITY'S possession during the loan period but may be withdrawn from the exhibition at the CITY'S sole discretion. CITY will notify LENDER when any Artwork is 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 Agreement's exhibit duration. 4. 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 by loan start date, as described above. At the end of the exhibition, LENDER will be responsible for picking up ARTWORK within three days, no later than the date described above, unless other written arrangements are made between CITY and LENDER. All drop-off and pickup deliveries shall be coordinated with the CITY's Cultural Arts Manager or Designee. 5. LENDER 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 DocuSign Envelope ID: DDE8EFA7-A5F3-44F1-BD18-1842379FEA56 City Attorney Approved Version 6/12/18 6 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. Artwork Withdrawals Lender agrees once Artwork is placed for exhibition, it cannot be withdrawn from an exhibition by the LENDER for any reason. 6. CITY Artwork Installation CITY shall install and exhibit the Artwork. 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. Artwork Inspection Artwork will be visually inspected upon receipt, and any noticeable damage will be documented on the shipping 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. 7. REPRODUCTION RIGHTS, PUBLICITY AND PHOTOGRAPHY Except as limited by this Agreement, LENDER retains any or all copyright, licensing, and/or ownership rights to the Artwork available to him/her under state or federal law. In accordance with Section 5 of the Scope of Work, 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 print matter, exhibition announcements, publicity releases, invitations, posters, signs, or other promotional or educational materials relating to the Artwork. 8. HEALTH & SAFETY During the COVID-19 health-related pandemic, all activities occurring at City facilities, all Parties must adhere to the guidance from the state, county, and local authorities on health and safety protocols. City staff will inform Artist what the current guidelines are prior to their arrival and entering any City facility. Safety protocols may include, but are not limited to, hand washing, temperature testing, requiring face covering, maintaining physical distancing of six feet. The safety protocols may be modified at any time due to changing rules, regulations, or circumstances. DocuSign Envelope ID: DDE8EFA7-A5F3-44F1-BD18-1842379FEA56 City Attorney Approved Version 6/12/18 7 EXHIBIT “B” WILLIAM D. CANNON ART GALLERY ARTWORK LOAN 1. LENDER’S CONTACT INFORMATION Name: Brian Belfield Phone: 858-673-4142 Address: 12316 Fernando Drive San Diego, CA 92128 Email: bmb_art@san.rr.com 2. ARTWORK SUMMARY Total number of works: 1 Total insurance value: $2,100 3. ARTWORK DETAILS Title A Morning at Rocky Point Insurance Value $2,100 Media Oil on canvas Year Made 2019 Description landscape Dimensions 24 x 30 x 1 Credit Line (Lent by) Artist Image: Title Insurance Value $ Media Year Made Description Dimensions Credit Line (Lent by) Image: