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HomeMy WebLinkAboutA8759 - DESERT XLICENSENT FOR TEMPORARY C ART EXHIBITION This License Agreement for Temporary Public Art Exhibition ("Agreement") is entered into on Thursday April 8, 2021, by and between the City of Palm Springs, a California charter city ("City") and Desert Biennial [dba Desert X], ("Desert X") for display of a public art exhibit by Serge Attukwei Clottey at the James O. Jessie Desert Highland Unity Center ("Exhibition Site") to be displayed as part of Desert X 2021. RECITALS The Palm Springs Public Art Commission and Palm Springs City Council have approved a temporary exhibition of a public art exhibit at the Exhibition Site. Desert X shall have a non-exclusive revocable use of Exhibition Site as further detailed in Exhibit "A". THEREFORE, the City and Desert X agree as follows: 1. License Subject to the terms and conditions of this Agreement, the City hereby grants to the Desert X a non-exclusive license to use the Exhibition Site from March _12_, 2021 through May _16_1 2021 ("Exhibition Period") for the purpose of installing and displaying the public art exhibit. 2. Desert X's Responsibilities for Transportation, Installation, Removal, and Maintenance Transportation of the public art exhibit to and from the Exhibition Site, installation, and maintenance shall be the responsibility of Desert X. If the art sells during the Exhibition Period, Desert X shall remain responsible for removal of public art exhibit at the end of the Exhibition Period. If Desert X fails to remove art from the Exhibit Site, within fourteen (14) days of the termination of the Exhibition Period, the City will remove and dispose of art as necessary and Desert X will pay the reasonable cost for this removal. 1 3. Ownership The Desert X retains all ownership rights in the public art exhibit. 4. Reproduction Rights Desert X hereby grants a royalty free license in perpetuity to City, its employees and its agents, to photograph, film, videotape, or otherwise depict the art work at any time during the Exhibition Period and to use such photographs, film, videotapes, or depictions at any time thereafter for both ee"" meFeial and non-commercial purposes. Such reproduction and images which feature the art work as art for publicity, promotion, and educational purposes shall, to the extent reasonably possible and appropriate, give reference to the Desert X. Reproduction and images of art work in which the purpose of the reproduction or image is predominantly unrelated to the art works shall not require reference to Desert X. Desert X and his agents, heirs, successors, and assigns hereby waive any and all rights they may have against the City, and its employees, and its agents, under the California Art Preservation Act, as set forth in California Civil Code Section 987, and any similar laws, such as the Federal Visual Rights Act, if applicable. The Desert X, his agents, heirs, successors and assigns also agree to attempt to defeat this waiver by cooperating with any other person or organization which seeks to bring an action under California Civil Code Section 989 or any similar law, if applicable. 5. Indemnification. The Desert X shall indemnify, defend and hold the City, its officers, directors, agents, employees, volunteers and any other person acting for or on behalf of the City (collectively, the "Indemnified Parties") harmless from and against any and all costs, claims, losses, damages, causes of action and liability which may arise by reason of any occurrence attributable to or arising out of the City, its officers, employees, agents, and contractors' exercise of or failure of performance pursuant to this Agreement or the actions performed hereunder; including without limitation, any claim or cause of action for injury to or death of any person or damage to any property arising out of any such occurrence during the term of this Agreement. The City has no liability or responsibility for any cost, claim, loss, damage, action or liability arising from actions performed under this Agreement except to the extent that such cost, claim, loss, damage, action or liability was caused by the sole negligence or willful misconduct of any of the Indemnified Parties. The City shall have no liability to the Desert X arising from, or in any way related to, occurrences within the scope of the above indemnity set forth in this indemnity provision, except to the extent caused by the sole negligence or willful misconduct of an Indemnified Party. This indemnity provision shall survive the termination of this Agreement. 6. Entire Agreement This Agreement represents the entire Agreement between City and Desert X and no other representations, whether oral, written or implied, have been made nor may be relied upon by either City or Desert X. This Agreement may be modified only by writing made after the date of this Agreement and signed by both City and Desert X. 7. Governing Law This Agreement is entered into in and shall be governed by the laws of the State of California. Venue shall be in Riverside County. 8. Miscellaneous Provisions. This Agreement shall be binding on the successors and assigns of the Parties. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. Desert X has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. This Agreement may be signed in counterparts, each of which shall constitute an original. 3 CITY OF PALM SPRINGS Dated: D fC/Justin on, City Makger APPROVED AS TO FORM: Jeffrey allinger, Ci4fjGtorney MOM BY Cff MANAGER A SST: Clerk EXHIBIT "A" Exhibition Site