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HomeMy WebLinkAboutGregg Russell for Art in Public Spaces Collection Meridian Arts CommissionART PURCHASIlVG AGREEMENT Art In Pnblic Spate This Art Purchasing Agreement for Art in Public Spaces ("Agreement's is entered into this day of September, 2008, by and between the City of Meridian, Idaho, whose address is 33 E. Idaho, Meridian, Idaho ("City', and Gregg Russell, whose address 3187 S. Signorello Lane, Meridian, Idaho 83642 ("Artist's (collectively, "Parhies'~. WHEREAS, City, by and through the Meridian Arts Commission, initiated the "Art in Public Spaces" collection of public art in order to make visual art part of the regular experience for those who visit Meridian's City Hall; to encourage dialogue about creativity in our community among the elected officials, community leadership, staff and visitors to the city's government center, and to provide inspiration for new ways of experiencing the arts; WHEREAS, City, by and tltrough the Meridian Arts Commission, on or about 7uly 23, 2008, issued a Call to Artists requesting proposals for completed art pieces to be included in the Art in Public Spaces collection; WHEREAS, Artist responded to the Call to Artists by submitting atwo- dimensional artwork entitled "A Warm Evening," creaxed by Artist in 2008, using oil paint on canvas, the dimensions of which are 30 inches in height by 40 inches in length ("Work'; WHEREAS, the Art in Public Spaces Selection Committee ("APSSC'~, whose members were duly appointed by the Meridian Arts Commission in accordance with applicable bylaws and ordinances, following due notice to the public, convened and reviewed submissions provided in response to the Call to Artists, which submissions included Wank; WHEREAS, in accordance with its charge and the guidelines and criteria adopted by the Meridian Arts Commission and approved by City Council via its approval of the Call to Artists on or about July 22, 2008, the APSSC identified Work as exemplifying the mission of the Art in Public Spaces project; and 'VV~REAS, this Agreement is intended to implement the purchase of Work in accordance with the terms described in the Call to Artists and such terms hereinafter provided; . NOW, TH)±~REFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties hereto do mutually agree as follows: 1. Sale. Artist hereby agrees to sell the Work to City at the agreed value of one thousand five hundred dollars ($1,500.00). Parties agree that this amount shall include Artist's commission, materials, framing and installation hardware of Work. ART PURCHAS WG AGREEMQV3' - ART W PUBLIC SPACES PAGE 1 OF 6 2. Payment City will pay Artist for Work and services rendered pursuant to this Agreement in the total amount of one thousand five hundred dollars ($1,500.00), which payment shall be made pursuant to the following method To receive payment for services rendered, the Artist shall complete the W-9 form provided and remit such completed form to Deputy City Attorney Emily Rane, 33 E. Idaho $t., Meridian ID 83642, by 5:00 p.m. on September 26, 2008. Upon receipt of the complete W-9 form from Artist and execution of this Agreement by both Parties, City will process such request and issue payment via check sent U.S. Mail to Artist within seven (7} days_ 3. Framing. Artist shall fi~anne the Work or cause the Work to be flamed in accordance with the specifications to be provided by City. The failure to comply precisely with each and every asp+~t of such specifications shall constitute a breach of this Agreement. 4. Delivery. Artist shall deliver the Work, framed in accordance with the prescribed specifications and wady to hang, to City at 33 E, Idaho Street, Meridian, Idaho by 4:00 p.m. on k'riday, October 17, 2008. Acceptance shall be signified by written receipt, signed and dated by the City Clerk or a Deputy City Clerk, and provided to Artist upon receipt of the Work. The Artist agrees to bar any risk of loss and/or damage until the City accepts the Work as set forth herein. In the event of loss or damage incurred prior to City's acceptance of the work, the Artist shall return any and all payment received, upon which neither party shall have any farther obligation under this Agreement. 5. Time of the essence. The Artist aclmowledges that services provided under this Agreement will'be performed in a timely manner. The Parties acknowledge and agree that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. 6. Ynstallation. The Artist is responsible for furnishing the Work or having such Work furnished with the proper hardware for safe, durable, permanent hanging. The City shall be wholly responsible for the cost, labor, design, and placement of the Work's installation. 7. Copyright The copyright for Work shall be owned by City. The Artist shall reserve no right to reproduce the Work in any matmer or for any purpose, though the Artist may request such right from City, which right City shall not unreasonably withhold. Any such right shall be conveyed in writing, and if not in writing shall not be considered duly or validly conveyed. City may use partial or complete images of such Work for promotional or other public use without further pennission•fmm Artist. While Artist makes na claim to the copyright of the Work, Artist shall be identified as the creator of the Work, both in the vicinity of the original as publicly displayed, and in writing as to any reproduction of the Work by City for promotional or other public use. ART PURCHASING AGREEM6N"r -ART aV PUSLTC SPACES PAaE 2 OF 6 8. Waiver and Relinquishment of Rights. Artist hereby expressly waives any and all right, title, or interest in said copyrighted Work. Artist understands that said waiver includes waivers of the exclusive rights of reproduction, adaptation, publication, performance and display. Artist agrees to relinquish any and ail rights, title, and interest to the Work developed in connection with this Agreement and hereby expressly waives any rights Artist has to said Work including, but not limited to, the rights afforded artists under the Copyright Act of 1976 and the Visual Arts Rights AFt of 1990, Title 17 U.S.C. Sections 101 et seq. Artist understands and agrees that the right ofattrc~ution and integrity, as specifically set forth in 17 U.S.C. Section 106A, are hereby expressly waived except as otherwise provided herein. To the extent that the provisions of this Agreement differ with the Capyright Act of 1976 and Visual Arts Rights Act-of 1990, the provisions of this Agreement will govern and any such differences in the rights and duties creates thereunder are expressly waived. 9. A~oral right. City will use best efforts to avoid and/or prevent misuse of the Artist's name and/or misuse of the Work which would reflect discredit on Artist's reputation as an artist, or which would violate the spirit of the Work. 10. Display. It is the intent of Ciry to incorporate Work into the Art in Public Spaces art collection to be publicly displayed at Meridian City I3a11. Nothing in this Agreement, or otherwise, shall preclude the right of City to remove Work from public display, whether temporarily or permanently. 11. A,Iteration. If any alteration occurs to the Work after installation, whether intentional or accidental and whether done by City or others, upon written request of Artist, the Work shall no longer be represented to be the work of Artist. Other than as specified herein, Artist specifically waives the right to claim any other remedy concerning the alteration of the Work as provided for under Idaho or federal law, whether by statute or otherwise. 1~. Restoration. Ifthe Work is damaged, City shall consult Artist before any restoration efforts and must give Artist first opportunity to restore it, if practicable. City shall have the exclusive right to determine when and whether repairs and restorations of the Work shall be made. 13. Retransfer. If City, in any way whatsoever, sells, gives, bequests, transfers, or trades the Work, Artist shall have no right to obtain such Work or in anyway direct or prole'bit such sale, gift, bequest, transfer, or trade. 14. Relationship of Parties. It is the express intention of Parties that Artist is an independent Artist and not an employee, agent, joint venturer, or partner of Gity. Nothing in this Agreement shall be interpreted ar construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or employee of City. Both parties acknowledge that Artist is ART PURCHASING ACR6EMEM1lT-ART aV PUBLIC SPACES PAGE 3 of 6 not an employee of City. Artist shall retain the right to perform services for others during the terns of this Agreement. 15. Notices. Any and all notices required to be provided by either of the parties hereto, unless otherwise stated in this Agreement, shall be in writing and be deemed communicated when mailed by United States Mail, certified, return receipt requested, addressed as follows: City of Meridian Purchasing Agent 33 E. Idaho Avenue Meridian, Idaho 83542 Gregg Russell 3187 S. Signorello Lane Meridian, Idaho 83642 Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the maYUler herein provided. 16. Waiver and Indemnification. Artist waives any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement except for liability arising out of concurrent or sole negligence of City or its officers, agents or employees. Further, Artist will indemnify, hold harmless, and defend City against any and all claims, demands, damages, costs, expenses or liability arising out of Artist's performance of this Agreement except for liability arising out of the concurrent or sole negligence of City or its officers, agents or employees. 17. Discrimination prohibited. In performing services pursuant to this Agreement, Artist shall not unlawfiilly discriminate in violation of any federal, state or local law, rule or regulation agaiinst any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 18. Constraction and severabillty. If any part of this Agreemenfi is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so Long as the remainder of the Agreement is reasonably capable of completion. 19. Entire agreement. This Agreement constitutes the entire understanding between the Parties. 'This Agreement supersedes any and ali statements, promises, or inducements made by either party, or agents of either party, whether oral or written, whether previous to the execution hereof or contemporaneous herewith. The terms of this ART PURCHASING AGREEMENT - ART W PUBLIC SPACES PAGE 4 OF 6 Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. 20. Non-waiver of breach. A waiver of any breach of any of tfie provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. 21. Assignment Artist may not sub-contract, assign, transfer, hypothecate or sell its rights (including the right to compensation) or duties arising hereunder without the prior express written consent of City. Any subcontractor assignee will be bound by all the terms and conditions of this Agreement. 22. Heirs and assigns. This Agreement shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives and references to Artist and City shall include their respective heiis~, successors, assigns, and personal representatives. 23. Termination. ff City determines that Artist has failed to comply with the terms and conditions of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement, City may terminate this Agreement in whole, or in part, at anytime, by giving notice, in writing, to Agreement of any or all deficiencies claimed. The notice will be sufficient for all purposes if it describes the default in general terms and provides a reasonable time to cure. If all defaults are not cured and corrected within a reasonable period as specified in the notice, City may, with no further notice, declare this Agreement to be terminated. Notwithstanding the above or any other provision of this Agreement, Artist shall not be relieved of li~.bility to City for damages sustained by City by virtue of any breach of this Agreement by Artist. This provision shall survive the termination of this Agreement and shall not relieve Artist of liability to City for damages. 24. Attorney's fees. la any action by City or Artist for recovery of any sum due under this Agreement, or to enforce any of the terms, covenants, or conditions contained herein, the prevailing party shall be entitled to reasonable attorney's fees in addition to costs and necessary disbursements incurred in such action. 25. Governing lase This Agreement shall be governed by the laws of the State of Idaho. 2b. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. ART PuRCHASIAtG AGR~6NT--ART IN PusuC SPACES PAGE 5 OF B IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the ~ day of September, 2448. ARTIST; :'. i fee.,°'~ el Y r/+ (V. 0 regg R sell STATE OF IDAHO ) ss: County of ~d ~ ) I HEREBY CERTIFY that on tYu;~^day of September, 2008, before the undersigned, a Notary Public in the State of Idaho, personally Gregg Russell, known to me to be the person who executed the said instrument, and acknowledged to me that he executed the same. EOF, I have hereunto set my hand and affixed my official in this certificate first above written. ,~- -ea o _ e ~. ~ ~, e .cam ee ~~ ~~~00 `01~ ':o~~'^~Oe a stares°°0~~~`ie~``S CI'T`Y OF MERIDIAN BY: ~ ~ Tammy eerd, Mayor Attest: Jaycee .Holman City Clerk Notary Public for Idaho Residing at~, Idaha My Commission Expires: ~-~c5 ` T S~~ _ ~ ~~~ ~~ ., Q, ~. •,, ~p ~~. ',/'~~~~~~~r~nin nN~~~~~~~\\~ ART PURCHASING AGREEMENT-ART IN PUBLIC SPACES PAGE 6 of 5