HomeMy WebLinkAbout2009-202 Agrmt - Public Art Loan & Display - Soundpeace
1
Agreement for Loan and Display of Public Art in a City of Ashland Public Art Easement
located a~.199 E. Main Street [Soundpeace Property]
This Agreement, between Kevin Christman, hereinafter "Artist," and the City of
Ashland, hereinafter "City," relates to the terms and conditions of the loan and display of
public art, identified specifically as "Alchemy of Light" a bronze sculpture, measuring
~pproximatelY 24" H x 42"W x 32 D on a Steel Mesh Base measuring 62" H x 18' W x 18" D
. valued at approximately $10,000) , hereinafter "Sculpture" on the City of Ashland's public
rt Easement situated on property at 199 E. Main Street Ashland, Oregon, [Tax Lot TL
10500, 391E09BA] more commonly known as the Sound peace Property,
WHEREAS, City owns or controls certain real properties or easements which contain
appropriate locations for the installation of public art; and
WHEREAS, City, by and through the City of Ashland Public Art Commission,
determined that the Sculpture meets the criteria of AMC 2.17,130 and that the proposed site
located at 199 East Main Street Ashland is appropriate for Public Art; and
WHEREAS, the City Council on August 4, 2009 approved the recommendation of the
Public Art Commission to accept the loan of the Sculpture at the above referenced location;
and
NOW THEREFORE, for valuable consideration, the parties agree as follows:
1. Artist will assist and supervise installation of Sculpture in the public art easement at
199 East Main Street. Installation shall occur at the above-location on or before September
30,2009 and the sculpture shall remain in place until termination of this Agreement or
termination of the Public Art Easement.
2, Additionally, Artist expressly understands and agrees to the following terms and
conditions:
a, The Sculpture is on loan to the City of Ashland for an indefinite period of time
and remains the exclusive property of the Artist.
b. The Sculpture submitted by Artist is original, solely owned by Artist and
reproduction will not violate the rights of any third party. As the Sculpture is
not being purchased by the City, Artist retains the right to make any additional,
reproductions of the Sculpture and Artist further retains the right to grant to a
third party such rights to replicate the artistic designs and dimensions of the
artwork.
c. The Artist grants to the City of Ashland, an irrevocable license to create
depictions, whether photographic or otherwise, of the sculpture for promotion
purposes, All depictions of the Sculpture will credit the artist by the name
submitted with the entry,
d, The Sculpture may be offered for sale to the public, while on display, at the
Artist's discretion. Artist will provide information about the Sculpture for use
on the City's website, including sale information, if the Sculpture is offered for
sale. In the event of a sale during the loan period the sculpture shall be
removed by the Artist at Artist's sole cost and expense and with no less than
sixty (60) days prior notice to the City, Cost of Shipping and Insurance to Buyer
shall be borne by Artist or Buyer, not the City.
e, Artist understands and agrees that City will insure the Sculpture under the
City's liability policy but City cannot insure the Sculpture against loss or
damage. Artist is encouraged to insure the Sculpture and Artist acknowledges
that all risk of loss, including after a possible sale, is on the Artist and/or Buyer
as applicable, not the City. In this regard Artist acknowledges that should the
piece be damaged, the artist or buyer has no claim to compensation from the
City, as more specifically addressed in paragraph 3g and 3h below. In the event
the Sculpture is damaged or defaced, City will consult with Artist as to the
appropriate maintenance or repair, if necessary.
f. By this Agreement, City grants to Artist a revocable license for placement in the
public art easement of only the Sculpture identified in this Agreement and for
no other purpose, Notwithstanding any other provision of this Agreement, at
any time during the loan period, and without any compensation to Artist, the
City may revoke the license and remove the Sculpture from the display location
or move the Sculpture to an alternate location and such decision shall be made
in the sole discretion of the City.
g. Artist further agrees, for itself, its heirs, executors, administrators, successors, '
and assigns, to release and forever discharge the City of Ashland, its elected and
appointed officers, directors, agents, employees, successors, and assigns from
any and all claims, demands, actions or causes of action, including causes of
action under V ARA and under this Agreement, which Artist now has or which
hereinafter may accrue against the City of Ashland, its officers, directors, agents,
employees, successors, and assigns in connection with the loan, installation,
removal or any damage, from whatever cause, which may occur to the
Sculpture,
h, Artist shall also hold harmless, indemnify, and defend the City of Ashland, its
officers, directors, agents, employees, successors, and assigns from any and all
liability, actions, claims, losses, damages or other costs including attorney's fees
and witness costs (at both trial and appeal level, whether or not a trial or appeal
ever takes place) that may be asserted by any person or entity, arising from, any
and all claims of infringement or copyright in connection with the loaned
Sculpture, or arising out of the loan, installation, maintenance, or the terms of
this Agreement If any aspect of this indemnity shall be found to be illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this indemnification.
i. The terms of the Solicitation IProposal documents, are incorporated herein by
this reference. In the event of any conflict between the terms of the Solicitation
documents and this Agreement, the terms of this Agreement shall control.
4. The parties agree that their authorized representatives have the ability and the
competence to make this Agreement and are doing so freely and of their own will.
S, This term of this Agreement shall commence upon execution by both City and Artist
and shall terminate upon the earlier of the following: (1) the revocation of the license to
place public art on city public art easement property in the sole discretion of the City; (2)
completion of the Sculpture loan period or upon removal of the Sculpture after sale; or (3)
such time as mutually agreed to by the parties. The releases and other covenants of this
Agreement survive the termination date in the event of a dispute or claim against the City,
6. This Agreement constitutes the entire Agreement between the parties on the subject
matter hereof. There are no understandings, agreements or representations, oral or
written, not specified regarding this Agreement
7, No waiver, consent, modification or change in terms of this Agreement shall bind
either party unless in writing and signed by both parties and all necessary approvals have
been obtained, Such waiver, consent, modification or change, if made, shall be effective only
in the specific instance and for the specific purpose given. The failure of any party to
enforce any provision of this Agreement shall not constitute a waiver by the party of any
other provision,
8, If any provision of this Agreement is held by a Court of competent jurisdiction to be
either invalid, void, or unenforceable, the remaining provisions of this Agreement shall
remain in full force and effect unimpaired by the holding.
9. This Agreement and all matters relating to this Agreement shall be governed by the
laws of the State of Oregon in force and effect at the time any need for interpretation of this
Agreement or any decision or holding concerning this Agreement arises, The parties to this
Agreement do not intend to confer any third party rights under this Agreement,
10, This Agreement is binding upon the heirs, representatives and assigns of the parties
hereto.
I
In witness whereof, the parties hereto have caused this instrument to be executed in two
(2) duolicate orieinals, either as individuals, or by their officers, duly authorized,
Datet?~1 /&r-
/
ARTIST
~,~~Q
Kevin Christman
593 Fairview Ave, Ashland OR 97520
541-840-1034 christman@mindnetcom
-
~
Date315!OCf
I I
.