HomeMy WebLinkAboutBlalock, Ashley; 2022-11-10; PSALCA-23038CAPSALCA-23038CA
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
ASHLEY BLALOCK, 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 ASHLEY BLALOCK, 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: 77295230-0BBC-4FD9-B987-A76D4EF61849
10th
November
PSALCA-23038CA
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 Ashley Blalock
Title Cultural Arts Manager Title Artist
Department Library & Cultural Arts Address 1624 Vista del Valle Blvd
City of Carlsbad El Cajon, CA 92019
Address 1775 Dove Lane Phone No. 619-813-8542
Carlsbad, CA 92011 Email AVBlaock@verizon.net
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: 77295230-0BBC-4FD9-B987-A76D4EF61849
PSALCA-23038CA
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: 77295230-0BBC-4FD9-B987-A76D4EF61849
□ ■
PSALCA-23038CA
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
ASHLEY BLALOCK, 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: 77295230-0BBC-4FD9-B987-A76D4EF61849
PSALCA-23038CA
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: 77295230-0BBC-4FD9-B987-A76D4EF61849
PSALCA-23038CA
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.
DocuSign Envelope ID: 77295230-0BBC-4FD9-B987-A76D4EF61849
PSALCA-23038CA
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: 77295230-0BBC-4FD9-B987-A76D4EF61849
PSALCA-23038CA
City Attorney Approved Version 8/2/2022 8
EXHIBIT “B”
WILLIAM D. CANNON ART GALLERY ARTWORK LOAN
1. LENDER’S CONTACT INFORMATION
Name: Ashley Blalock, Artist
Phone: 619-813-8542
Address: 1624 Vista del Valle Blvd
El Cajon, CA 92019
Email: AVBlaock@verizon.net
2.ARTWORK SUMMARY
Total number of works: 1
Total insurance value: $1,500
3.ARTWORK DETAILS
Title Untitled Insurance Value $1,500 Image
Media Acrylic on Wood Panel Year Made 2022
Description Monochromatic Crochet Doilie Stencil Painting Dimensions 12" x 12"
Credit Line (Lent by) Ashley Blalock, Artist
DocuSign Envelope ID: 77295230-0BBC-4FD9-B987-A76D4EF61849