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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 .