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HomeMy WebLinkAboutC-7024-4 - MOU and Loan Agreement - Joan Irving Brandt ExhibitMEMORANDUM OF UNDERSTANDING AND LOAN AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND MARK HILBERT THIS MEMORANDUM OF UNDERSTANDING AND LOAN AGREEMENT ("Agreement") is made on this 1st day of February, 2016, ("Effective Date") by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city, located at 100 Civic Center Drive, Newport Beach, California 92660 ("Citi") and Mark Hilbert, 1300 Bristol Street North Suite 100, Newport Beach, California 92660 ("Collector'). RECITALS A. The City desires to host a temporary public exhibition ("Exhibition") at the Newport Beach Central Library located at 1000 Avocado Avenue, Newport Beach, California 92660 ("Location"), consisting of certain work(s) ("Art Work") owned by Collector, a description/depiction of which shall be attached as Exhibit A to this Agreement, and incorporated herein by reference, once photographed, categorized, and documented by City upon delivery. B. Collector owns the Art Work and desires to lend it to the City for the purpose of the Exhibition. Collector warrants that he/she possesses all rights and authority necessary to lend the Art Work and to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing and the promises contained herein, the City and Collector mutually agree as follows: 1. TERM AND EXHIBITION PERIOD The term of this Agreement shall commence on the Effective Date and shall terminate on April 1, 2016, unless terminated earlier or extended by written amendment to this Agreement. The Exhibition Period shall take place from February 16, 2016 to April 1, 2016 ("Exhibition Period"), unless extended or reduced by City. 2. NATURE OF ART EXHIBITION The Exhibition shall include the Art Work and shall take place at the Location. 3. SHIPPING OF ART WORK Collector shall be responsible and bear all costs and risks of loss associated with packing and shipping the Art Work to and from the Location. Collector shall cause the Art Work to ship to the Location on or by February 16, 2016. 4. INSTALLATION AND DE -INSTALLATION City shall be responsible for and bear the costs of installation and de -installation of the Art Work. 5. CARE AND SAFEKEEPING Collector understands that during the Exhibition Period the Art Work will be located in an unsecured public location along a major thoroughfare, easily accessible to the public. 6. RISK OF LOSS AND INSURANCE 6.1 City shall not be responsible for acts of God, for loss resulting from a flood or earthquake, or any weather related damage to the Art Work. City agrees to bear the risk of loss or damage, excluding maintenance and repair costs, to the Art Work, up to a maximum of the fair market value of the Art Work immediately prior to the damage. The City shall not be responsible or otherwise financially liable for any accident, theft, vandalism or damage to the Art Work from any cause beyond the payment of the fair market value of the Art Work to the Collector. 6.2 The City shall, at its cost, procure and maintain fine arts coverage for any loss or damage to the Art Work. Coverage shall apply to unscheduled fine arts in the City's care, custody or control not to exceed a loss amount of Two Million Five Hundred Thousand Dollars and 00/100 ($2,500,000). 7. RESERVED 8. RESERVED 9. CONTRACT ADMINISTRATION 9.1 _City's Representative. Unless otherwise designated in writing, the Library Services Director shall serve as the City's Project Administrator for the display of the Art Work under this Agreement. All activities performed under this Agreement shall be coordinated with this person or his/her designee. 9.2 Collector's Representative. Mark Hilbert shall serve as the Collector's Project Administrator for the display of the Art Work under this Agreement. All activities performed under this Agreement shall be coordinated with this person. 10. STANDARD PROVISIONS 10.1 Recitals. City and Collector acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 10.2 Compliance with all Laws. Collector shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. 10.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged Mark Hilbert Page 2 herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 10.4 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 10.5 Amendments. This Agreement may be modified or amended only by a written document executed by both Collector and City and approved as to form by the City Attorney. 10.6 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 10.7 Controlling Law and Venue. The laws of the State of California shall govem this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 10.8 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attomeys' fees. 10.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Mark Hilbert Page 3 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNE ' OFFICE a Californi mu icipal corporation Date: t. Date: Z 1 '7 7 - Aaron -Aaron C. Harp ► �y tr� Hetherton City Attorney Library Services Director ATTEST: d. /g �r Ck Date: l By: 4;, 4, Np,— Ledani I. Brown City Clerk!\ ATTACHME COLLECTOR: Mark Hilbert Date: r Bv: Mark Hilbert Collector [END OF SIGNATURES] Description of Art Work Mark Hilbert Page 4 EXHIBIT A DESCRIPTION OF ART WORK Description of Art Work(s): Joan Irving Brandt Big Corona 1950 10x14 inches Gouache on paper Images: Mark HiIFxa1 Page A-