HomeMy WebLinkAboutKent, Larry; 2021-08-03; PSALCA-22004CACity Attorney Approved Version 6/12/18
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AGREEMENT FOR LOAN OF FRIDA KAHLO MEMORABILIA
LARRY KENT
THIS AGREEMENT is made and entered into as of the ______________ day of
___________________, 2021, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and Larry Kent, a Sole Proprietorship, ("Contractor”/”Lender”).
RECITALS
City requires the Lender to loan Frida Kahlo Memorabilia 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.
City requires the professional services of an artist to loan artwork to the City for public
display in the City of Carlsbad William D. Cannon Art Gallery, 1775 Dove Lane, Carlsbad, CA.
Contractor has the ability to loan the Artwork, and has submitted a proposal to City and has
affirmed its willingness and ability to share their artwork.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Lender agree as follows:
1. SCOPE OF WORK
City retains Lender to perform, and Lender 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 Lender.
4. STATUS OF CONTRACTOR
Lender 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
Lender 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 Lender, 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.
DocuSign Envelope ID: 99F8C03C-9A5B-4E72-8F8E-A64EF9E02B72
Debbie Jo McCool Karen McGuire Richard SchultzDebbie Jo McCool Suzanne Smithson Ed Garbo
3rd
August
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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
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 Larry Kent
Title Cultural Arts Manager Title Lender
Department Library & Cultural Arts Address 2622 Mallorca Place
City of Carlsbad Carlsbad, CA 92009
Address 1775 Dove Lane Phone No. 760 497-2007
Carlsbad, CA Email larryknt@yahoo.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
Lender 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 Lender shall report
investments or interests in all categories.
Yes No
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9. COMPLIANCE WITH LAWS
Lender 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.
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.
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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: By:
(sign here) SUZANNE SMITHSON
Library & Cultural Arts Director
As Authorized by City Manager Larry Kent, Lender
(print name/title)
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
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EXHIBIT “A”
SCOPE OF SERVICES
LENDER will loan Frida Kahlo Memorabilia Artwork to the City to be exhibited to complement
the exhibition “Frida Kahlo’s Garden” on loan from Mid-America Arts Alliance from September
through October 2021 at City’s William D. Cannon Art Gallery, 1775 Dove Lane, Carlsbad, CA.
The exhibition will feature multiple media installations on the life and art of 20th-century artist
Frida Kahlo.
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: Aug. 23, 2021 – Oct. 27, 2021
•Gallery exhibit period: Sept. 1, 2021 – Oct. 20, 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.
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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
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.
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EXHIBIT “B”
WILLIAM D. CANNON ART GALLERY ARTWORK LOAN
1. LENDER’S CONTACT INFORMATION
Name: Larry Kent
Phone: 760 497-2007
Address: 2622 Mallorca Pl, Carlsbad, CA 92009
Email: larryknt@yahoo.com
2. ARTWORK SUMMARY
Total number of works: Six (6)
Total insurance value: $50,000
3. ARTWORK DETAILS
Title 1. Two photographs by Frida Kahlo’s
father Guillermo Kahlo. Family
residence in Coyoacán, Mexico City,
Mexico
2. Frida Kahlo's blouse and top
3. Frida Kahlo's personal embossed red
telephone book
4. Frida Kahlo's pre-Columbian necklace
5. Frida Kahlo's clay calavera pendant-
gift to friends
6. Frida Kahlo's letters to Leon Trotsky,
Actress Dolores del Rio and Artist
Diego Rivera
Insurance
Value
$ 50,000
Media Mixed Year Made Not Provided
Description Frida Kahlo Memorabilia Dimensions All pieces to fit and
be housed inside
18 x 18 x 48 plex
case
Credit Line
(Lent by)
Larry Kent Collection
Images: None provided by Lender
DocuSign Envelope ID: 99F8C03C-9A5B-4E72-8F8E-A64EF9E02B72