HomeMy WebLinkAboutMegita Denton; 2024-06-18; PSALCA-24020CAPSALCA-24020CA
City Attorney Approved Version 12/22/2023
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AGREEMENT FOR LOAN OF ARTWORK
FOR FIBER IN 3D EXHIBIT
AT THE WILLIAM D. CANNON ART GALLERY
Megita Denton
THIS AGREEMENT is made and entered into as of the __________ day of ______________, 2024,
by and between the City of Carlsbad, California, a municipal corporation ("City") and Megita Denton
("Artist” or “Lender” or “Contractor”) (collectively, the “Parties”).
RECITALS
City requires the professional services of an Artist to loan artwork to the City for public display in
a city facility. Artist has the ability to loan the Artwork and has submitted a proposal to City and has
affirmed their 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 WORK
City retains Contractor to perform, and Lender agrees to render, those services (the “Services”) that are
defined in Exhibit “A” and 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. CONSIDERATION
The total fee payable for the Services to be performed during the initial Agreement term shall not exceed
zero dollars ($0). No other compensation for the Services will be allowed except for items covered by
subsequent amendments to this Agreement. However, in exchange for Contractor’s Services, City will
provide in-kind compensation as outlined in Exhibit “A.”
The Parties agree and confirm they have received valid, adequate, and sufficient consideration in
connection with this Agreement.
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 Performance. Contractor agrees to defend (with counsel approved by the City), indemnify,
and hold harmless the City and its officers, elected and appointed 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 willful misconduct or negligent act or omission
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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.
Artwork Transportation. Contractor agrees to indemnify and hold harmless the City and its officers,
elected and appointed officials, employees, and volunteers from and against all claims, damages, losses
and expenses including attorneys fees arising from loss or damage to the Artwork while in transit to the
City or from the City to the address of origin as specified by Contractor in the shipping return label. If
applicable and subject to the terms of Exhibit A, the City shall provide USPS Priority Mail Insurance for
return shipping of Artwork to Contractor, but in no event shall it limit or diminish the Contractor’s
agreement to indemnify and hold harmless the City under this section of the Agreement.
Warranty of Title. Contractor warrants that Contractor 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. Contractor also warrants that the
Artwork(s) is not now and will not be subject to claims of ownership, lien, encumbrance, copyright
infringement, or trademark infringement under any state or federal law. Contractor shall defend (with
counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and
appointed officials, employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees related to any claim asserting a violation or potential claim of violation under this
Warranty of Title.
6.ARTWORK INSURANCE
City’s Possession. The Artwork is only insured while in the City’s possession. As such, the Artwork is
insured from the time of arrival at the Cannon Art Gallery until the time it is picked up by the Lender or (if
the Lender elects in-kind return shipping) dropped off at a USPS location for return shipping. 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 this Agreement. For purposes of insurance coverage, the City requires the
Lender to value Artwork(s) accurately according to Artworks by the artist of similar size, style, medium,
and if possible, based upon previous sales. City may require Lender to provide reasonable evidence of the
Artwork's stated Fair Market Value. In the event of loss or damage to the Artwork, Lender’s failure to
provide supporting evidence of the Artwork's stated Fair Market Value will result in the City’s sole
determination of the Artwork's Fair Market Value. The signing of this Agreement by the City does not
constitute an endorsement of the Lender’s stated Fair Market Value. In the event of loss or damage to the
Artwork, Lender’s maximum recovery from the City is limited to the Artwork’s Fair Market Value as
specified in this section of the Agreement. Lender agrees to indemnify and hold harmless the City and its
officers, agents, employees and volunteers from any and all claims in excess of the Artwork’s Fair Market
Value as specified in this section of the 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, whichever is
less. 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.
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Transportation. Contractor is solely responsible for obtaining any applicable shipping or transportation
insurance to cover any claims for damages or losses resulting from the shipment or transportation of the
Artwork by the Contractor to the City. If applicable and subject to the terms specified in Exhibit A, City
shall provide USPS Priority Mail Insurance for return shipping of the Artwork to the address of origin.
Contractor may purchase additional insurance at Contractor’s expense and discretion for any damages or
losses resulting from the return shipping or transportation of the Artwork to the address of origin. The
City’s purchase of USPS Priority Mail Insurance in no way limits the Indemnification section of this
Agreement.
7. INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability
insurance, a combined policy of workers' compensation, employers liability insurance, and professional
liability insurance from an insurance company authorized to transact the business of insurance in the State
of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer
on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s
Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of
Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million
dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City
Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage. The insurance will be in force during the life of this Agreement and will
not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be
named as an additional insured on General Liability which shall provide primary coverage to the City. The
full limits available to the named insured shall also be available and applicable to the City as an additional
insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements
to City prior to City’s execution of this Agreement.
8. 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 Fiona Everett Name Megita Denton
Title Senior Management Analyst Title Artist
Department Library & Cultural Arts Address 9620 N. Lombard Street
City of Carlsbad Portland, OR 97203
Address 1775 Dove Lane Phone No. 503-828-7458
Carlsbad, CA 92011 Email mdenton@willamette.edƵ
Phone No. 442-339-2090 (Main Cultural Arts #)
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.
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9. 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 as required in the City of Carlsbad Conflict of Interest Code.
Yes տ No ܈
10. COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state, and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances, and regulations.
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
11. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
12.TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the
other party.
13.CLAIMS AND LAWSUITS
Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government
Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties
where a person knowingly submits a false claim to a public entity. These provisions include false claims
made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its
litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may
subject Contractor to an administrative debarment proceeding as the result of which Contractor may be
prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years.
Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
14.JURISDICTION AND VENUE
This Agreement will be governed by the laws of the State of California regardless of Conflict of Laws
principles. Any action at law or in equity brought for the purpose of resolving any disputes between the
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Parties arising out of 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.
15.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.
16.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 services, fees, and/or time
schedule.
17.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. This Agreement may
be executed in counterparts.
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18. 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
MEGITA DENTON, a sole proprietor.
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
(print name/title)
ATTEST:
By:
(sign here) For Sherry Freisinger
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 CINDIE K. McMAHON, City Attorney
BY: _____________________________
Deputy City Attorney
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Lender will loan artwork to the City to be exhibited in the exhibition "Fiber in 3D” at the City’s William D.
Cannon Art Gallery, 1775 Dove Lane, Carlsbad.
The exhibit will feature selections juried by Fiber Art Now from the 2024 Fiber in 3D International Open
Call. Fiber Art Now, founded in 2011, supports fiber artists' artistic growth and professional advancement.
These artists' imagination and superb craftsmanship place them in the highest echelon in their fields.
The exhibit will highlight fiber techniques such as weaving, basketry, sculpture, 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.
1. CITY’S CONTACT INFORMATION
x Senior Management Analyst, Fiona Everett, 442-339-2014, fiona.everett@carlsbadca.gov
x Curator of Exhibitions, Alyson Benford, 442-339-5154, alyson.benford@carlsbadca.gov
x 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
x Artwork loan period: July 1, 2024 – December 19, 2024
x Cannon Art Gallery exhibit period: July 20 – November 30, 2024
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.
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Hand Delivery. Lender will transport and deliver the Artwork to the Cannon Art Gallery by the loan start
date, as described above. At the end of the exhibition, the Lender will be responsible for picking up the
Artwork in person within three business days from the exhibit closing date as listed above, unless other
written arrangements are made between the City and the Lender. All drop-off and pickup deliveries shall
be coordinated with the City's Cultural Arts Manager or Designee.
Mail Delivery. Lender will pack and ship the Artwork to the Cannon Art Gallery to arrive within seven
days prior to the loan start date. The Lender is responsible for securing adequate packing, insurance,
and shipping. The Lender will provide the City with a completed return label to the address of origin,
packed with Artwork, for post-exhibit return. At the end of the exhibition, City will be responsible for re-
packing the Artwork in original packaging and will ship via USPS Priority Insured using the provided label
to the address of origin no later than the last day of the Artwork loan date unless other written
arrangements are made between City and Lender. All return shipping shall be coordinated with the
City's Cultural Arts Manager or Designee.
5. LENDER
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.
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8. HEALTH & SAFETY
During any health-related pandemic, all Parties must adhere to the guidance from the state, county, and
local authorities on health and safety protocols. City staff will inform Contractor 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, and maintaining physical
distancing of six feet. The safety protocols may be modified at any time due to changing rules, regulations,
or circumstances.
9. PROJECT IN-KIND PAYMENT
The Artist shall be compensated In-kind:
x At the Artist’s election, City shall provide in-kind one-way return shipping of Artwork from 1775
Dove Lane, Carlsbad, CA to the address of origin as specified by Lender in the return shipping label
within the continental U.S. (up to a maximum value of $100) via USPS Priority Mail Insured. Artwork
will be re-packaged into its original packaging provided by Lender to expedite return via USPS
Priority Mail Insured. City shall purchase USPS Priority Mail Insurance based on the declared value of
the Artwork, but insurance coverage limits shall not exceed $5,000. The insurance provided
hereunder is subject to USPS Priority Mail Insurance terms and conditions. Lender understands and
agrees that USPS has sole authority to accept or deny USPS Priority Mail Insurance claims and the
amount awarded (if any), which may not be to the Lender’s satisfaction. City does not promise,
warrant, or in any way guarantee that Lender will be compensated for any claims of loss or damage
to the Artwork under the USPS Priority Mail Insurance. Lender may purchase additional insurance at
Lender’s expense and discretion. Lender must provide City with appropriate return shipping label to
be eligible for in-kind return shipping.
x Lender and/or Artwork may be featured in City marketing efforts related to the “Fiber in 3D”
exhibition, including but not limited to, City website, E-news, and social media.
x Invitation to exhibit opening to showcase Artwork to the community. City will notify Artist in
writing two weeks prior to scheduled event. This invitation does not include airfare, lodging, or
other transportation costs.
In the event of cancellation or postponement of any scheduled event due to circumstances beyond the
City's control, the City shall, in good faith, attempt to reschedule the event.
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EXHIBIT “B”
WILLIAM D. CANNON ART GALLERY ARTWORK LOAN
ϭ͘LENDER’S CONTACT INFORMATION
Name: Megita Denton
Phone: 503-828-7458
Address: 9620 N. Lombard Street, Portland, OR 97203
Email: mdenton@willamette.edu
Ϯ͘ARTWORK SUMMARY
Total number of works: 1
Total insurance value: $5,000.00
ϯ͘ARTWORK DETAILS
Title Grass Mats Insurance Value $5,000.00 Image
Media Sculpture Year Made 2023
Description grass mat sculpture Dimensions 60” x 60”
Credit Line
(Lent by)
Megita Denton
Weight 2 lbs