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2021 Malibu High School Art Voyagers Exhibition


    This Loan and License Agreement (“Agreement”) is made by and between the City of Malibu, a municipal corporation, 23825 Stuart Ranch Road, Malibu, CA, 90265 (hereinafter referred to as the “City”) and artist, or authorized representative of artist, The City and the Lender are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”

  2. I am 18 years of age or older.*

    A. The City wishes to launch a public exhibition in the Michael Landon Center located at Malibu Bluffs Park. (the “Exhibition”) consisting of photographed art pieces, paintings, and digital analog and other art deemed appropriate by the City (the “Art Work”) B. The Exhibition installation will start in July 2021. The public can view the Exhibition between June 1, 2021 and August 13, 2021. C. The Lender wishes to participate in the Exhibition by submitting the Art Work to the City for the purposes of displaying the Art Work at the Exhibition. NOW, THEREFORE, in consideration of the foregoing and the promises contained herein, the City and Lender mutually agree as follows:

  4. 1. Authority to Enter into Agreement

    (A) The Lender warrants that the Lender is the sole and exclusive original artist of the Art Work and retains all rights associated with ownership, including the authority to license the use of the Art Work, or the Lender warrants that the Lender has obtained all rights, authorizations, and permissions from the original artist to lend the Art Work to the City for public exhibition and to enter into this Agreement. If the Lender is not the original artist of the Art Work, the Lender shall provide sufficient proof of authorization from the original artist to the City prior to the City’s acceptance of the Art Work. In the event that it is legally determined that the Lender is not the copyright owner of the Art Work, the Lender shall indemnify and hold harmless the City as set forth in the Agreement. (B) City warrants that it is duly authorized to enter into this Agreement and perform its obligations hereunder.

  5. 2. Ownership of the Art Work

    The Lender retains all rights, including copyright and other intellectual property rights, to the Art Work. The Lender retains the right to reproduce, modify, print, enter into other non-exclusive licenses, or sell the Art Work or copyrights in the Art Work. The City expressly acknowledges that it has no rights to the Art Work, except those rights agreed to in this Agreement.

  6. 3. Nature of Exhibition

    The Exhibition may take place 8:00 AM to Sunset, which involves a public viewing of artwork during the park operating hours when the Michael Landon Center is not being occupied by a City program. The Exhibition will be launched on the City’s website, the Arts Commission’s website and for public viewing (the “Location”). The City reserves the exclusive right to amend, shorten, extend, or terminate the Exhibition at any time and in its sole discretion.

  7. 4. Use of the Art Work

    Lender grants the City a non-exclusive and royalty-free license as follows: (A) To reproduce, publish, use, broadcast, publicly display the Art Work in its entirety or in any portion, individually or in a collective work or other compilation in any form, including but not limited to, the exercise of such rights through internet or intranet sites, computer on-line services, and all other media and distribution mechanisms now known or later developed, for use solely in conjunction with any City purpose. (B) To reproduce, print, copy, broadcast, and distribute the Art Work for marketing and promotional purposes by any method that the City, in its discretion, deems appropriate, including both electronic and physical reproduction and distribution (without geographical limitation) and also gives permission for the City to display the Art Work on the City’s website. (C) To use Lender’s name, voice, photograph, biographical information, and likeness in connection with the Agreement provided that any such uses are in connection with the City’s purposes. (D) Lender hereby acknowledges the rights of integrity and attribution conferred by Section 106A (a), paragraphs (2) and (3) of Title 17 of the U.S. Code, the California Art Preservation Act (Civil Code §987) and any other rights of the same nature granted by federal, state or international laws, and of his/her own free will hereby waives such rights with respect to the City’s usage or use of the Art Work consistent with the Agreement and the right to receive notice of City’s intent to take any such action.

  8. 5. Location of Art Work

    (A) Lender expressly acknowledges that Lender will have no choice, say, control, direction, input, or otherwise into the location of the Art Work. Lender expressly acknowledges that the City shall retain sole and complete discretion and control over the location of the Art Work. Lender recognizes that Lender’s Art Work may be located on the City’s website, Arts Commission’s website and for public viewing at the Michael Landon Center. (B) Should Lender object to, or disapprove of, the location of the Art Work, Lender may demand the removal of the Art Work at the Michael Landon Center or virtual removal as set forth in this Agreement.

  9. 6. Loan Period
    (A) The loan period shall be deemed to commence upon the digital submission of the Art Work to the City at a time agreed upon by the Parties. The loan period shall terminate upon the conclusion of the virtual art exhibition. (This loan period shall be referred to as the “Loan Period.”) (B) Each Art Work shall be deemed on virtual loan to the City during the Loan Period. Either the Lender or the City may terminate the Loan Period at any time. Upon termination of the Loan Period this Agreement shall also terminate.
  10. 7. Compensation
    Lender agrees to loan the City the Art Work during the Loan Period free of charge. Lender agrees that City is not responsible for any costs, rents, expenses, fees, royalties, or otherwise associated with the display of the Art Work.
  11. 8. Safekeeping, Security, and Risk

    (A) Lender expressly acknowledges that the Art Work will be located at the Michael Landon Center. (B) Lender expressly acknowledges that because the Art Work will be on a public platform. Lender is free to submit an image that includes a watermark or other security device to prevent against unauthorized use, including, but not limited to, copyright infringement. However, Lender acknowledges and agrees that the City will not provide any security measures to protect against the unauthorized use of the Art Work. Lender bears the sole responsibility for the protection and enforcement of any copyright or intellectual property related to the Art Work.

  12. 9. Indemnification and Release
    (A) Lender agrees to indemnify, defend, and hold the City, its officers, employees, and agents, volunteers, and representatives harmless from any liability (including attorney's fees and the costs of defending any actions) arising out of any claims, demands, actions, controversies, agreements, discipline, or causes of action whatsoever, whether known or unknown, by any individual, institution, entity, or other persons in any way connected with, arising out of, or related to the rights, including but not limited to copyright and any other intellectual property rights, to the Art Work. (B) Lender hereby releases and discharges the City, including without limitation, its officers, employees, agents, volunteers, and representatives, from any and all claims, demands, and causes of action that Lender may have against it for use of the Art Work, including, but not limited to, any claims based on the right of privacy, the right of publicity, copyright, libel, or slander.
  13. 10. Representations and Warranties
    (A) Lender has not assigned or transferred, or purported to assign or transfer, any rights to the Art Work to any individual, institution, entity, or other persons not a party to this Agreement. (B) Lender is not aware of any existing claims, demands, actions, controversies, agreements, discipline, or causes of action, nor of any facts that might give rise to any claims, demands, actions, controversies, agreements, discipline, or causes of action, of any type or any nature regarding rights to the Art Work. (C) Lender has received all approvals necessary to enter into the Agreement and that the person signing the Agreement is fully authorized to commit and bind such Party to each and all of the terms and conditions hereof.
  14. 11. Modification
    This Agreement may not be changed, modified, or amended except by written instrument specifying that it amends such agreement and signed by the Party against whom the enforcement of any waiver, change, modification, extension or discharge is sought.
  15. 12. No Waiver
    No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision whether or not similar, nor shall any waiver be deemed a continuing waiver; and no waiver shall be implied from delay or be binding unless executed in writing by the Party making the waiver. All of the covenants, releases and other provisions herein contained in favor of the persons and entities released are made for the express benefit of each and all of the said persons and entities, each of which has the right to enforce such provisions.
  16. 13. Integration
    This Agreement is an integrated contract and sets forth the entire agreement between the Parties hereto with respect to the subject matter contained herein. All agreements, covenants, representations and warranties, express or implied, oral or written, of the Parties hereto with regard to such subject matter are contained in this Agreement.
  17. 14. Legal Construction
    This Agreement shall be construed as though each of the parties participated equally in the drafting of the same and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. This agreement shall be governed by, and construed in accordance with, the laws of the State of California. Any action arising out of this agreement must be commenced in the state courts of the State of California, County of Los Angeles and each Party hereby consents to the jurisdiction of the above court in any such action and to the laying of venue in the State of California, County of Los Angeles, and agrees that such courts have personal jurisdiction over each of them.
  18. 15. Headings
    The section headings that appear throughout this Agreement have been provided solely for the convenience of the Parties and do not define or limit the scope of any provision. Consequently, the headings shall not be considered when interpreting this Agreement.
  19. 16. Severability
    Each provision of this Agreement is severable from the other provisions. If, for any reason, any provision of this Agreement is declared invalid or contrary to existing law, the inoperability of that provision shall have no effect on the remaining provisions of this Agreement, which shall continue in full force and effect to the fullest extent permitted by law.
  20. 17. Change of Address
    It is the sole responsibility of Lender to notify the City of any change of address. In case of death of Lender, the legal representative of the Lender is requested to contact the City in writing to provide information regarding the disposition of the Art Work and as to whom and where notices should be sent.
  21. 18. City’s Representative
    Unless otherwise designated in writing, Kristin Riesgo, Community Services Deputy Director will be the selected member of City staff who shall serve as the City’s representative for the administration of the project. All activities performed under this Agreement shall be coordinated with this person.
  22. Agreement*
    By checking this box, it certifies that I have read the City of Malibu Loan and License Agreement for Virtual Display of Artwork and that I agree to abide by all statements and regulations set forth therein.
  23. IN WITNESS WHEREOF, the parties have executed this Agreement on the date below.
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