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HomeMy WebLinkAboutNilsen, Carol; 2022-11-10; PSALCA-23051CAPSALCA-23051CA City Attorney Approved Version 8/2/2022 1 AGREEMENT FOR LOAN OF ARTWORK FOR “CONTEMPORARY PERSPECTIVES IN FIBER ARTS” EXHIBIT AT THE WILLIAM D. CANNON ART GALLERY CAROL NILSEN, ARTIST HIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2022, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and CAROL NILSEN, a Sole Proprietor, ("Artist”/”Lender”) (collectively, the “Parties”.) 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 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 Contractor agree as follows: 1. SCOPE OF WORKCity retains Contractor 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 andincorporated by this reference in accordance with the terms and conditions set forth in thisAgreement. 2. TERMThis Agreement will be effective for a period of one (1) year from the date first above written. 3. COMPENSATIONNot applicable. No fees will be paid by City to the Contractor. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’sindependent calling, and not as an employee of City. Contractor will be under the control of Cityonly as to the results to be accomplished. 5. INDEMNIFICATIONContractor agrees to indemnify and hold harmless the City and its officers, officials, employeesand volunteers from and against all claims, damages, losses and expenses including attorneysfees 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 orindirectly 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: 9BF98A36-F461-4734-97CF-BEF281FC2CC3 November 10th PSALCA-23051CA City Attorney Approved Version 8/2/2022 2 6. INSURANCEArtwork transported by Lender is insured from the time of arrival at the Cannon Art Gallery untilthe time it is picked up by the Lender. City will insure the Artwork against any loss or damagewhile 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 tovalue Artwork(s) accurately based upon Artworks by the artist of similar size, style, medium, andif possible, based upon previous sales. The City may require Lender to provide reasonableevidence 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 inthe City’s sole determination of the Artwork’s market value. The signing of this Agreement bythe 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 themaximum 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. NOTICESThe name of the persons who are authorized to give written notice or to receive written notice onbehalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Richard Schultz Name Carol Nilsen Title Cultural Arts Manager Title Artist Department Library & Cultural Arts Address 669 Canyon View Dr City of Carlsbad Laguna Beach, CA 92651 Address 1775 Dove Lane Phone No. 949-510-2355 Carlsbad, CA 92011 Email cznilsen@gmail.com Phone No. 442-339-2086 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. DocuSign Envelope ID: 9BF98A36-F461-4734-97CF-BEF281FC2CC3 PSALCA-23051CA City Attorney Approved Version 8/2/2022 3 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with therequirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall reportinvestments or interests in all categories. Yes No 9.COMPLIANCE WITH LAWSContractor 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 Licensefor the term of this Agreement. 10. TERMINATIONCity or Contractor may terminate this Agreement at any time after a discussion, and written noticeto the other party. 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 offalse 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 thisAgreement. 12.JURISDICTIONS AND VENUEContractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputesbetween the parties arising out of this Agreement is the State Superior Court, San Diego County,California. 13. ASSIGNMENTContractor may assign neither this Agreement nor any part of it, nor any monies due or to becomedue under it, without the prior written consent of City. 14. AMENDMENTSThis 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 timeschedule. \\\ \\\ \\\ \\\ \\\ DocuSign Envelope ID: 9BF98A36-F461-4734-97CF-BEF281FC2CC3 □ ■ PSALCA-23051CA City Attorney Approved Version 8/2/2022 4 15. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf ofContractor each represent and warrant that they have the legal power, right and actual authorityto 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 the City Manager CAROL NILSEN, Artist (print name/title) ATTEST: By: (sign here) For FAVIOLA MEDINA City Clerk Services Manager (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 CINDIE K. McMAHON, City Attorney By: Deputy / Assistant City Attorney DocuSign Envelope ID: 9BF98A36-F461-4734-97CF-BEF281FC2CC3 UV c_}-- PSALCA-23051CA City Attorney Approved Version 8/2/2022 5 EXHIBIT “A” SCOPE OF SERVICES Lender will loan artwork to the City to be exhibited in the exhibition "Contemporary Perspectives in Fiber Arts” at the City’s William D. Cannon Art Gallery, 1775 Dove Lane, Carlsbad. The exhibit will feature selections from the California Fibers group. California Fibers, founded in 1970, supports contemporary Southern California fiber artists' artistic growth and professional advancement. These artists' imagination and superb craftsmanship place them in the highest echelon in their fields which includes works of weaving, basketry, sculpture, quilting, embroidery, felting, surface design, knitting, crochet, wearables, and mixed media. The group has an extensive exhibition history in the USA and abroad. Many of its members are well-represented in museums and private collections and receive prestigious awards worldwide. The Cannon Art Gallery hosted artwork from the California Fiber Arts group eight years ago. Due to the overwhelming community response, the City has invited them back to share their artwork. Twenty-five artists will exhibit their works at this exhibit, with some artists having more than one piece of artwork on display. 1.CITY’S CONTACT INFORMATION Cultural Arts Manager, Richard Schultz, 442-339-2086, richard.schultz@carlsbadca.gov Curator of Exhibitions, Karen McGuire, 442-339-2022, karen.mcguire@carlsbadca.gov Cultural Arts General Phone 442-339-2090 2.EXHIBIT LOCATION City’s William D. Cannon Art Gallery, 1775 Dove Lane, Carlsbad, CA 92011 3.ARTWORK LOAN PERIODS Artwork loan period: December 26, 2022 – March 28, 2023 Cannon Art Gallery exhibit period: January 7 – March 18, 2023 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. DocuSign Envelope ID: 9BF98A36-F461-4734-97CF-BEF281FC2CC3 City Attorney Approved Version 8/2/2022 6 Lender will transport and 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 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. PSALCA-23051CA DocuSign Envelope ID: 9BF98A36-F461-4734-97CF-BEF281FC2CC3 PSALCA-23051CA City Attorney Approved Version 8/2/2022 7 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: 9BF98A36-F461-4734-97CF-BEF281FC2CC3 PSALCA-23051CA City Attorney Approved Version 8/2/2022 8 EXHIBIT “B” WILLIAM D. CANNON ART GALLERY ARTWORK LOAN 1. LENDER’S CONTACT INFORMATION Name: Carol Nilsen, Artist Phone: 949-510-2355 Address: 669 Canyon View Dr Laguna Beach, CA 92651 Email: cznilsen@gmail.com 2.ARTWORK SUMMARY Total number of works: 2 Total insurance value: $1,500 3.ARTWORK DETAILS Title Montecito Insurance Value $750 Image Media Hand Dyed and Commercial Silks, Commercial Metallics, Vintage Kimono and Sari Fabrics, Metal Leaf Year Made 2021 Description Vibrant Quilted Wall Hanging with Fabric Converging in a Central Swirl Dimensions 55" x 16" Credit Line (Lent by) Carol Nilsen, Artist Title Bright Hope Insurance Value $750 Image Media Hand Dyed Silks, Metallic Leaf Year Made 2019 * Description Vibrant Silk Dyed Tapestry Dimensions 31" x 37" Credit Line (Lent by) Carol Nilsen, Artist DocuSign Envelope ID: 9BF98A36-F461-4734-97CF-BEF281FC2CC3