2015-20 Goldenvoice, LLC - Roadrunner Art Loan at Jefferson RoundaboutTemporary Loan of Artwork Agreement
THIS TEMPORARY LOAN AGREEMENT ("Agreement") is entered into this 1i fA,,
,day of tdAkfefl , 2015, by and between the City of La Quinta, a California municipal
corporation and charter city ("City"), and Goldenvoice, LLC ("Owner").
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WHEREAe City desires to increase public awareness and exposure to t
arts in a cost effective manner for the general welfare and'benefit of the City's residenti-
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WHEREAS, the City and the Owner desire that the City temporarily have custoc
and possession of the Artwork for the purposes of public display and enjoyment; and I
WHEREAS, the City wishes to accept and the Owner wishes to loan on
temporary basis the Artwork; and I
WHEREAS ' the parties desire by this Agreement to provide for the parties'
:espective interests in the Artwork and for procedures and understandings governing its
ise, custody, protection and public enjoyment.
I Description of Artwork. This Agreement pertains to the loan an aluminum
sculpture of a Roadrunner of art (collectively referred to in this Agreement as "Artwork").
The Artwork is more fully and specifically described in Exhibit �A." attached hereto and
incorporated herein by this reference, with reference to� -their tii Cles, types of work, the
approximate size of each, the appraised value of each, and whether they are dated,
signed, and framed._
2. Duration of Loan, The City shall accept the temporary loan of Artwork for a
period of five years, commencing on installation of the Artwork, which installation shall be
completed on or before June 1, 2015, and ending on the loan termination date of five
years from the installation date (the "Loan Period"). The Loan Period may be shortened
or lengthened in duration by mutual agreement between the Owner and the City.
3. Location of Artwork. The Owner agrees that the City shall have sole and
absolute determination as to the location and placement of the Artwork. In the event the
Owner does not approve of the proposed location, the Owner may cancel this
Agreement.
Temporary Loan of Artwork Agreement
4. Transport and Installation. All transportation of the Artwork and proper
removal from the City's site shall be the responsibility of the Owner, unless otherwise
agreed to by the City in writing. City shall bear the reasonable costs for a traffic control
plan, proper installation, up lighting, and proper de installation of the Artwork.
5. Condition, Use, and Care of Artwork. The Owner certifies that the Artwork
is in good condition unless and except as specifically noted in writing. During the Loan
Period, the City shall not loan the Artwork for exhibition or other usage away from the
City site without the prior written consent of the Owner. Upon expiration or termination of
this Agreement, the City shall return the Artwork to the Owner in as good condition as
when the City took possession thereof, ordinary wear, tear, degradation and inherent
vice excepted. More specifically, the Owner agrees and understands that the Artwork
will be subject to ordinary wear and tear, including but not limited to natural fading due to
sunlight exposure, while on display and that the City will not be held liable for such
changes in condition. While the Artwork is in the possession and care of the City, the
Owner shall provide the City with written instructions for appropriate maintenance of the
Artwork. During the Loan Period, the City shall be responsible for the maintenance of the
Artwork. Each Artwork will be presumed to have been received by the City and, in turn,
by the Owner in the same condition, unless written notice of a change in condition or
damage is given to the other party and the carrier, if applicable, immediately upon
receipt. Should the Artwork appear to be damaged in packing and transport, all packing
materials must be saved until the City, the Owner, and the carrier, if applicable, have had
the opportunity to inspect them. The City and the Owner will provide condition
photographs and the opportunity to inspect any damaged object if necessary.
6. Insurance for Artwork. The City shall insure the Artwork against damage or
loss in the amount of $40,000, which the parties agree is the fair market value of the
Artwork and the extent of the City's liability in the event of damage or loss. The City's
obligation to provide insurance is solely for the duration of the Loan Period and only
while the Artwork is located on the City's property, excluding installation and de -
installation.
7. Termination. In the event that the City determines, at its sole discretion,
that it no longer desires to display the Artwork, then the City may terminate this
Agreement upon a sixty (60) days' notice to the Owner, and the Artwork shall be
removed by the Owner in accordance with the terms stated in Section 4 within a
reasonable period of time after Owner's receipt of the Notice of Termination by the City,
not to exceed thirty (30) days from the date of the Notice of Termination or a longer
period specified by the City in the Notice of Termination. The City shall have the right
but not the obligation to dispose of the Artwork if Owner has not removed the Artwork
within the period set forth in this Section (or longer period specified in the Notice of
Termination), or within thirty (30) days after the expiration of the Loan Period where no
early termination notice is provided. A failure to remove the Artwork by Owner shall be
deemed to convert the temporary loan into a permanent donation to the City, and the
City shall thereafter be deemed to have obtained full title to the Artwork.
Title8. to Artwork. Except as otherwise provided in this Agreement,
Temporary Loan of Artwork Agreement
the City is entitled to custody and possession, and the Owner agrees to relinquish
custody and possession of the Artwork for the Loan Period. The Owner shall retain all
rights under the Copyright Act of 1976, 17 U.S.C. Sections 101 et seq., and all other
rights in and to the Artwork except custody and possession, except as such rights are
limited by this Agreement.
9. Sale of Artwork. The Owner may sell the Artwork during the term of this
Agreement and, if sold, may assign his/her rights under this Agreement. However, under
no circumstances shall sale of this Artwork terminate this Agreement or adversely affect
the City's rights hereunder including, but not limited to, the City's right to custody and
possession. The Owner shall notify the City immediately upon sale of the Artwork.
10. Warranty of Title and Rights of City. The Owner warrants that it is the
owner of the Artwork, that to the best of its knowledge the Artwork is not presently
subject to claims of ownership, lien, or encumbrance or to common law or statutory
copyright claims of any other person, institution, or domestic or foreign government, and
that the Owner has complied with all applicable domestic and foreign customs and
export/import regulations. The Owner hereby grants to the City, in perpetuity, the right to
photograph, film, videotape, or otherwise depict the Artwork at any time during the Loan
Period and to use such photographs, film videotapes or depictions at any time thereafter
for purposes of promotion relating to the exhibition or the City, provided the City gives
credit to the Owner concurrently with such uses.
11. Credit Line and Identification of Owner. During the Loan Period, upon the
City's request, Owner shall install and maintain a plaque, in a form acceptable to the City
and Owner, near the Artwork identifying the Owner. If the City has requested the
installation of a plaque, then Owner shall de -install and remove the plaque upon the
expiration or termination of this Agreement. The City shall bear the reasonable costs for
the installation and removal of the plaque in accordance with Section 4 of this
Agreement. In addition, in any public announcements or promotion of the Artwork or the
City that utilize images of the Artwork, theCityshall use the following credit line for the
Artwork: "Roadrunner" on loan to City from Goldenvoice".
12. Integration. This Agreement, consisting of 6 pages and 2 exhibits,
embodies the entire agreement and understanding between the parties hereto, and there
are no other agreements and understandings, oral or written, with reference to the
subject matter hereof that are not merged herein and superseded hereby, except as set
forth in this Agreement.
13. Amen-dmentfModification. No alteration, change, or modification of the
terms of this Agreement shall be valid unless made in writing and signed by each party
hereto and ..o - action of the City.
14. Non -Waiver. No waiver of performance by either party shall be construed
as or operate as a waiver of any subsequent default of any terms, covenants, and
conditions of this Agreement.
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Temporary Loan of Artwork Agreement
15. Governing Law. This Agreement� regardless of where executed or
performed ' shall be governed by and construed in'accordance with the laws of the State
of •
• Venue. In addition to any other • • remedies and subject to the
restrictions otherwise set forth in this Agreement, either party may institute legal action to
seek specific performance of the terms of this Agreement, to recover damages, or to
obtain any other remedy, at law or in equity, consistent with the purpose of this
Agreement, Such legal actions must be instituted in the Superior Court of the County of
Riverside, in an appropriate Riverside • municipal court, • in the Federal District
Court in the district of California which includes Riverside County.
17. No Personal Liabilfty. No elected or appointed official, officer, employee, or
-,gent of the City or Owner shall be charged personally with any liability under any term
• provision of this Agreement.
18. Attorneys' Fees. If any party to this Agreement brings a legal action or
proceeding against another party to enforce the provisions of this Agreement, or on
account • a claim • dispute arising out of this Agreement, then the prevailing party in
such arbitration or legal action or proceeding shall be entitled to reimbursement by the
other party of the legal fees and costs, including reasonable attorneys' fees, incurred by
the prevailing party in connection with the legal action or proceeding; provided, however,
that the • fees awarded • to this Section shall not exceed the hourly rate
paid by the City for legal services multiplied by the reasonable number of hours spent by
the prevailing party in the conduct of the legal action or proceeding.
19. Binding. This Agreement shall be binding upon and shall inure to the
benefit of the City and the Owner and their respective heirs, personal representativesi
successors and permitted assigns.
20. Notices. All notices, requests, demandsi and other communications which
are required or permitted to be given under this Agreement shall be in writing and shall
be deemed to have been duly given upon the delivery or receipt thereof, as the case
may be, if delivered personally or sent by registered or certified mail, returned receipt
requested, postage prepaid, as follows:
To the City: City of La Quinta
Attn: Edie Hylton, Deputy City Manager
78495 Calle Tampico
La Quinta, CA 92253
To the Owner: Goldenvoice
Attn: Skip Paige, Chief Operating Officer
5750 Wilshire Blvd, Suite 501
Los Angeles, CA 90036
skip@goidenvoice.com
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Temporary Loan nfArtwork Agreement
21. Severabifty. If any term or provision of this Agreement is ec are y a
court of competent jurisdiction to be illegal, void, or unenforceable, that term shall be
severed from and shall not affect the validity and enforceability of the remaining portions
of this Agreement.
22, Headings, The paragraph headings herein are used only for ease of
reference, and do not limit, modify, construe, or interpret any provision of this
23. Assignmen . This Agreement may not be assigned, either in whole or in
part, by either party without the express written consent of the other, in advance. The
assignee under any permitted assignment shall have all the rights and remedies of the
original parties insofar as the same are assignable. I
Temporary Loan of Artwork Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of th'i
dates stated below.
CITY: CITY OF LA QUINTA a California municipal corporation
k , err k 'City Manager ate
APPROVED AS TO FORM:
William Ihrke, City Attorney
Owner: OLDS VOICE, LLC
y:
Name: SKip Pa
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Date: 3 -12 -- Z-0 15"
Temporary Loan of Artwork Agreement
EXHIBIT "A"
DESCRIPTION OF ARTWORK
The Roadrunner is a eighteen feet (18') long and twelve feet (12') high aluminum
structure. The structure is wired internally to light the eyes if desired. The swing will be
removed prior to transportation and installation. The cost of the artwork is estimated at
40,000.
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