HomeMy WebLinkAboutA8483 - JOHN PERRY - JEVPIC AGREEMENT FOR PURCHASE AND SALE OF PUBLIC ARTWORK
THIS AGREEMENT FOR PURCHASE AND SALE OF PUBLIC AUWORK
("Agreement") is entered into and effective this J- day of M„ z , 20N, by and
between the CITY OF PALM SPRINGS, a California charter city and municipal corporation
("City"), and John Perry - JevPic ("Artist").
RECITALS
A. Pursuant to Municipal Ordinance No. 1479, City established the Public Arts
Commission ("Commission") and an Art in Public Places Program ("Program").
B. Artist submitted a proposal (Exhibit A, "Proposal")to the Commission for the sale of an
art piece referred to herein as "Fault Line Meditation" project ("Artwork").
C. City and Artist desire for the Artwork to be installed in public viewable spaces located in
Palm Springs more particularly depicted on Exhibit "B" attached hereto (the "Sites").
D. Consistent with the objectives of the Commission, and in furtherance of the Program,
City desires to purchase from Artist, and Artist desires to sell to City, artwork described in
the Proposal.
NOW, THEREFORE, City and Artist, for the consideration and under the conditions
hereinafter set forth, and pursuant to the authority, terms and conditions set forth in
Municipal Ordinance No. 1479, agree as follows:
1. SCOPE OF SERVICES
1.1 Fabrication & Completion of the Artwork: Artist shall fabricate or caused to be
fabricated, the Artwork under the personal supervision of the Artist and in conformity with
the Proposal, attached hereto as Exhibit"A" and incorporated herein by reference, and the
procedures and timeline set forth in the Schedule of Performance (the "Schedule"),
attached hereto as Exhibit"C" and incorporated herein by reference. The Artwork shall not
deviate in specifications, including, but not limited to, size, design or material from the
Proposal, unless the change is approved in writing by the City. In addition to the
requirements described in Exhibit"A", Artist shall create, transport, and deliver the Artwork
to a location within the City as identified by the Contract Officer at Artist's sole cost and
expense. Artist shall also be responsible for installation of the Artwork. Artist shall bear
the risk of loss on the Artwork until it is delivered to the City.
1.2 Artist's Installation Costs: Artist shall bear any installation costs as it pertains to the
Site as described in Exhibit "B", attached hereto and incorporated herein by reference,
including any landscaping alterations, lighting enhancements, and concrete materials.
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1.3 Modifications Prior to Installation: The City shall have the right, before acceptance
of the Artwork, to request modifications to the Artwork. Should such modifications result in
an increase in cost to Artist, full documentation of such costs shall be submitted to the City
in writing and subject to approval by the City. Upon approval, such increased costs shall
be paid to Artist prior to the date of installation, in addition to the fee to be paid to Artist
pursuant to Section 4 below. In the event the modifications result in a reduction of costs to
Artist, the fees owed to Artist pursuant to Section 2 below outlined in Exhibit "C" shall be
reduced by a like amount. Except as expressly provided in this Agreement, City shall not
intentionally damage, alter, modify or change the Artwork, without the prior written consent
of Artist, except in such cases where damage results from an emergency or as set forth in
Section 6.2 below.
1.4 City's Removal or Transfer of Artwork: City may, in its sole and absolute discretion,
remove or transfer the Artwork to another location, provided, however, that the Artwork is
not destroyed, mutilated, or modified, as those terms are used in 17 U.S.C. §106A, and so
long as the Artwork can be described as created by the Artist.
2. COMPLETION & DELIVERY OF ARTWORK: The Artwork shall be completed and
delivered in accordance with the Schedule of Performance, a copy of which is attached
hereto as Exhibit "C".
3. OWNERSHIP OF DOCUMENTS, MODELS: All studies, drawings, designs, and
models prepared and submitted by Artist to City relative to this Agreement shall become
the property of City. City agrees not to reuse such studies, drawings, and models for the
purpose of constructing a full-sized duplicate of the Artwork. City acknowledges and
agrees that Artist is the exclusive intellectual property right owner of any and all designs,
drawings, models and artwork created by Artist pursuant to this Agreement.
4. FEE & INTERIM PAYMENTS: As consideration for the Artwork and all services by
Artist hereunder, City shall pay Artist the fees in an amount not to exceed THREE
THOUSAND FIVE HUNDRED DOLLARS($3,500.00) plus applicable sales tax, as set forth
on the attached Exhibit "D", attached hereto and incorporated herein by reference ("Fee
Schedule").
THE MAXIMUM AMOUNT OF CITY'S OBLIGATION UNDER THIS AGREEMENT IS THE
AMOUNT SPECIFIED UNDER THIS SECTION 4 OF THIS AGREEMENT. ARTIST WILL
COMPLETE THE WORK AND SERVICES REQUIRED UNDER THIS AGREEMENT FOR
THE DESIGN, DEVELOPMENT, CONSTRUCTION,AND DELIVERY OF THE ARTWORK
WITHOUT LIABILITY ON THE CITY'S PART FOR ANY PAYMENT BEYOND SUCH
MAXIMUM AMOUNT.
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5. ARTIST'S RIGHTS & CITY OWNERSHIP RIGHTS:
5.1 Alterations: The City, having expended considerable public funds to commission the
Artwork, and pursuant to its governmental and proprietary responsibilities, intends to
display the Artwork at the Site as originally created by Artist and to maintain the Artwork in
good condition. The City must preserve complete flexibility to operate and manage City
property in the public's interest. Therefore, City retains the absolute right to alter the
Artwork in City's sole judgment. For example, City may alter the Artwork to eliminate
hazard, to comply with the ADA, to otherwise aid City in the management of its property
and affairs, or through neglect or accident. If, during or after the term of this Agreement,
City finds the Site to be inappropriate, City has the right to cause the Artwork to be installed
at an alternate location that City chooses in its sole reasonable discretion.
5.2 Waiver: With respect to the Artwork produced under this Agreement, Artist waives
any and all claims, arising at any time and under any circumstances, against City, its
officers, agents, employees, successors and assigns, arising under the federal Visual
Artists Rights Act(17 U.S.C. §§106A and 113(d)), the California Art Preservation Act(Cal.
Civil Code §§987 et seq.), and any other local, state, federal or international laws that
convey rights of the same nature as those conveyed under 17 U.S.C. §106A, Cal. Civil
Code §§987 et seq., or any other type of moral right protecting the integrity of works of art.
If the Artwork is incorporated into a building or the Site such that the Artwork cannot be
removed from the building or Site without alteration of the Artwork, Artist waives any and all
such claims against any future owners of the Site, and its agents, officers and employees,
for alteration of the Artwork.
5.3 Good Faith: Where time permits, prior to altering the Artwork, City shall make
reasonable good faith efforts to notify and consult with Artist, at the last phone number or
address provided by Artist to the City, and to come to a mutually agreeable plan for
disposition of the Artwork. Such consultation shall be without charge by Artist unless
otherwise specifically agreed in writing. If the Artwork is altered and City intends to
maintain the Artwork on display, City shall make a reasonable good faith effort to engage
Artist in the restoration of the Artwork and to compensate Artist for Artist's time and efforts
at fair market value, which may be the subject of a future agreement between Artist and
City. However, City has no obligation under this Agreement to restore the Artwork to its
original condition or to compensate Artist for any restoration work. If Artist fails or refuses
to negotiate with City in good faith with respect to any restoration, City may contract with
any other qualified art conservator or artist for such restoration.
5.4 Disclaimer: If City alters the Artwork without Artist's consent in a manner that is
prejudicial to Artist's reputation, Artist retains the right to disclaim authorship of the Artwork
in accordance with California Civil Code §987(d) and 17 U.S.C. §106A(a)(2).
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6. ARTIST'S WARRANTIES & WAIVERS:
6.1 Defects in Materials or Workmanship: Artist warrants that the Artwork and Artist
services hereunder will be free of defects in workmanship or materials, and that Artist will,
at Artist's own expense, remedy any defects due to faulty workmanship or materials
appearing during the twelve (12) month period immediately following completion of the
installation of the Artwork. This warranty includes any workmanship or materials which
cause the Artwork to deteriorate over said twelve (12) month period in a manner
inconsistent with the design, the approved plans and specifications or as would otherwise
be expected from products made of similar materials, or from any quality within the
materials which comprise the Artwork which, either alone or in combination, result in the
tendency of the Artwork, or their installation, to deteriorate.
6.2 Public Safety: City and Artist shall cooperate to insure that the Artwork, or the
installation, incorporate no feature which is a danger to the public such as sharp edges or
points. The City shall review the Artwork and installation plans and shall request any
modification relative to public safety prior to installation. Any modifications requested by
the City shall be governed pursuant to Section 1.3 above. Should hazards become
apparent after installation, City shall have the right to make adjustments and modifications
thereto to eliminate such hazards. Artist agrees to cooperate in making adjustments to the
site or pedestal or display of the Artwork, if necessary, to eliminate other hazards which
become apparent within one (1) year of the date the Artwork is finally accepted by City.
6.3 Title: Artist warrants that the Artwork is the result of the artistic efforts
of Artist and that the Artwork will be delivered and transferred to City free and clear of
any liens, claims, or other encumbrances of any type, exclusive of intellectual property
rights of Artist.
7. EXCUSE OR SUSPENSION OF CONTRACTUAL OBLIGATIONS (Force Maieure):
The time period(s) specified in the Proposal for performance of the services rendered
pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of Artist,
including, but not restricted to, acts of God or of the public enemy, unusually severe
weather, fires, riots, strikes, freight embargoes, wars, litigation, and/or acts of any
governmental agency, including the City, if Artist, within fifteen (15) days of the
commencement of such delay, notifies the City in writing of the causes of the delay.
8. MAINTENANCE OF THE ARTWORK:. Upon completion of the installation of the
Artwork, Artist shall provide City with written instructions for appropriate maintenance and
preservation of the Artwork.
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9. DEFAULT & REMEDIES:
9.1 Disputes: In the event of any dispute arising under this Agreement,the injured party
shall notify the defaulting party in writing of the breach or dispute and the facts giving rise
thereto. The injured party shall continue performing its obligations hereunder so long as the
defaulting party commences to cure such default within fifteen (15)days of receipt of such
notice and completes the cure of such default within thirty (30) days after receipt of the
notice, or such longer period as may be permitted by the injured party; provided that if the
default is or presents an immediate danger to the health, safety and general welfare, City
may take immediate action. Compliance with the provisions of this Section shall be a
condition precedent to termination of this Agreement for cause and to seek arbitration, and
such compliance shall not be a waiver of any party's right to seek arbitration in the event
that the dispute is not cured.
9.2 Waiver: No delay or omission in the exercise of any right or remedy by non-
defaulting party on any default shall impair such right or remedy or be construed as a
waiver unless such waiver, delay or omission is memorialized in writing. A party's consent
to or approval of any act by the other party requiring the first party's consent or approval
shall not be deemed to waive or render unnecessary the other party's consent to or
approval of any subsequent act unless such consent or approval is memorialized in writing.
Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
9.3 Rights and Remedies: Except with respect to rights and remedies expressly
declared to be exclusive in this Agreement, the rights and remedies of the parties
hereunder are cumulative and the exercise by either party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same or different times, of any other
rights or remedies for the same default or any other default by the other party.
9.4 Arbitration: In addition to any other rights or remedies, either party may seek
arbitration to cure, correct, or remedy any default or to recover damages for any default.
Arbitration shall occur in the State of California according to the rules of the American
Arbitration Association. The prevailing party shall be entitled to recover reasonable
attorney's fees, in addition to all other sums provided by law. The internal laws of the State
of California shall govern this Agreement (exclusive of the conflicts of laws provision).
9.5 Termination for Default of Artist: City shall have the right to terminate this
Agreement for cause upon any material breach by Artist of the obligations imposed upon
Artist under this Agreement, subject to the requirements of Section 9.1 above. In such
event, City may after compliance with the provisions of Section 9.1 above, take over the
Artwork and complete the installation of the Artwork as such installation is contemplated
hereunder, and Artist shall be liable for the reasonable costs City incurs in completing the
same. City may withhold payments to Artist for the purpose of off set or partial payment of
the amounts owed City as previously stated.
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9.6 Termination for Default of City: Artist shall have the right to terminate this
Agreement for cause upon any material breach by City of the obligations imposed upon
City under this Agreement, subject to the requirements of Section 9.1 above.
9.7 Attorneys' Fees: If either party to this Agreement is required to initiate or defend or
is made a party to any action or proceeding in any way connected with this Agreement, the
prevailing party in such action or proceeding, in addition to any other relief which may be
granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees.
Attorneys' fees shall include attorneys' fees on appeal, and in addition, a party entitled to
attorneys' fees shall be entitled to all other reasonable costs for investigating such action,
taking depositions and discovery and all other necessary costs which are incurred in such
arbitration and on appeal.
10. HOLD HARMLESS: Artist shall hold the City, its elected officials, officers,
employees and agents, harmless from and against any and all liabilities, actions, claims,
demands, losses, costs, damages, penalties, and expenses (collectively "Claims"),
including but not limited to Claims arising from injuries to or death of persons and for
damage to property, that arise out of or relate to Artist's performance under this
Agreement. This hold harmless clause excludes Claims arising from the sole negligence
or willful misconduct of the City, its elected officials, officers, employees, agents, and
volunteers.
11. INTELLECTUAL PROPERTY & PUBLICITY RIGHTS:
11.1 Bill of Sale: Upon the acceptance of the Work and payment therefore by the City,
the Artist shall convey and assign title to the Work and all rights thereto to the City by
executing and delivering the Bill of Sale in the form attached hereto as Exhibit "E" ("Bill of
Sale"). The Artist bears the risk of damage to or loss of the Work until the title passes to
the City. Artist shall register a copyright with the United States Copyright Office, and the
Artist shall provide the City with a copy of the application for registration. The City's share
in the copyright of the Work shall be transferred to the City by the Bill of Sale.
11.2 Copyright: Except as noted in this Agreement, the Artist shall retain all copyrights
in all original works of authorship produced under this Agreement. Artist's copyright shall
not extend to predominantly utilitarian aspects of the work, such as landscaping elements,
furnishings, or other similar objects. Notwithstanding any other provision to the contrary,
Artist shall not grant, sell, give, or in any way convey to any person or entity of any kind a
copy of the Artwork or any component thereof or any likeness or reproduction of the
Artwork or any component thereof without the express written approval of the City. Nothing
herein shall prohibit the Artist from providing two dimensional images of the Artwork or
portions thereof to be included in any portfolio or other resume of the Artist demonstrating
or depicting representative samples of the Artist's work.
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11.3 City's Intellectual Property License: Artist grants to City, and to City's agents,
authorized contractors and assigns, an unlimited, exclusive, and irrevocable license to all
rights worldwide with respect to the Artwork and any and all intellectual property or other
property of any nature produced, created, or suggested by the Artist during the term of this
Agreement or resulting from the Artist's services shall be deemed a work made for hire and
shall be the sole and exclusive property of the City. Such license rights include, but are not
limited to the following with respect to the Artwork and any original works of authorship
created under this Agreement, whether in whole or in part, in all media(including electronic
and digital) throughout the universe:
11.3.1 Implementation, Use, & Display: City may use and display any and all graphic
representations or models of the Artwork, as well as the Artwork. To the extent the Artwork
involves design elements that are incorporated by City into the design of the Site, City may
implement such elements at the Site.
11.3.2 Reproduction and Distribution: City may make and distribute, and authorize the
making, display, and distribution of, photographs and any other two or three-dimensional
reproductions. City may use such reproductions for any purpose, including advertising,
educational, and promotional materials, brochures, books, flyers, postcards, print,
broadcast, film, electronic and multimedia publicity, gifts for City benefactors,
documentation of City's Civic Art Collection, and catalogues or similar publications. City
shall ensure that such reproductions are made in a professional and tasteful manner, in the
sole and reasonable judgment of the City. The proceeds from the sale of any such
reproductions shall be used to maintain and support the Artwork or for any other
governmental or charitable purpose as determined at the sole discretion of City.
11.3.3 Public Records Requests: Any documents provided by Artist to City are public
records and City may authorize third parties to review and reproduce such documents
pursuant to public records laws.
11.3.4 Title to Work Product: Without limiting the generality of the foregoing, title to all
drawings, plans, ideas, concepts, specifications, models, or other tangible work product
produced by the Artist pursuant to this Agreement shall become the property of the City
when produced. The City shall own the worldwide right, title and interest in such work
product. Artist shall deliver all such original work product to the City upon the completion or
sooner termination of the Artist services under this Agreement but may retain copies
thereof for its permanent records so long as the same are not used without the City's prior
express written consent.
11.4 Third Party Infringement: The City is not responsible for any third party
infringement of Artist's copyright and not responsible for protecting the intellectual property
rights of Artist.
952040.1 7
11.5 Credit: Artist hereby agrees that all formal references to the Artwork and any
reproductions of the Artwork in any form shall include the following credit: "Collection of
the City of Palm Springs Public Art Collection." City shall credit Artist for the Artwork upon
publication of any two or three dimensional reproductions of the Artwork.
11.6 Publicity: City shall have the right to use Artist's name, likeness, and biographical
information, in connection with the display or reproduction and distribution of the Artwork
including all advertising and promotional materials regarding the City. Artist shall be
reasonably available to attend any inauguration or presentation ceremonies relating to the
public dedication of the Artwork.
11.7 Trademark: In the event that City's use of the Artwork creates trademark, service
mark, or trade dress rights in connection with the Artwork, City shall have an exclusive and
irrevocable right in such trademark, service mark, or trade dress. Artist may not use the
Artwork in any manner that would cause a likelihood of confusion as to source or
sponsorship by City, its agents or assigns, or to dilute the distinctive quality of such mark.
11.8 Unique: Artist warrants that the design of the Artwork as expressed in the Proposal
is an edition of one, and that neither Artist not Artists' agents will execute or authorize
another to execute another work of the same or substantially similar image, design,
dimensions, and materials as the Artwork, except as City may request pursuant to
Section 1.6 above. Artist may create works that utilize or incorporate various individual art
elements that comprise the Artwork, so long as the work utilizing or incorporating such
individual elements (1) does not consist predominantly of such elements (2) is not the
same or substantially similar in image, design, dimensions and materials as the Artwork,
and (3) is not displayed in an environment that is the same or substantially similar to the
environment in which the Artwork is to be displayed at the Site. This warranty shall
continue in effect for a period consisting of the life of Artist plus 70 years or for the duration
of the Artwork's copyright protected status, whichever is longer, and shall be binding on
Artist and Artist's heirs and assigns. In the case where Artist is comprised of two or more
individual persons or a group of people, the measuring life shall be the life of the last
surviving individual person comprising Artist. Recognizing that City has no adequate
remedy at law for Artist's violation of this warranty, Artist agrees that, in the event Artist
breaches this warranty, City shall be entitled to enjoin Artist's breach.
11.9 Resale Royalty: If City sells the Artwork as a fixture to real property, and if the
resale value of the Artwork is not itemized separately from the value of the real property,
the Parties agree that the resale price of the Artwork shall be presumed to be less than the
purchase price paid by City under this Agreement. Thus, City has no obligation to pay
resale royalties pursuant to California Civil Code §986 or any other law requiring the
payment of resale royalties. If City sells the Artwork as an individual piece, separate from
or itemized as part of a real property transaction, City shall pay to Artist a resale royalty to
the extent required by law, based upon the sale price of the Artwork.
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12. DOCUMENTATION: To the extent possible, Artist shall provide information on the
Artwork requested by the City for its registration files.
13. REPAIR& RESTORATION: It is the current policy of the City to consult with Artist
regarding repairs and restoration which are undertaken during Artist's lifetime when that is
practical. To facilitate consultation, Artist will, to the extent feasible, notify the City of any
change in his professional address.
14. REPUTATION:
14.1 City's Commitment: The City agrees that it will not use the Artwork or Artist's
name in a way which reflects discredit on the Artwork or on the name of Artist or on the
reputation of Artist.
14.2 Artist's Commitment: Artist agrees that it will not make reference to the Artwork or
reproduce the Artwork or any portion thereof in a way which reflects discredit on City orthe
Artwork.
14.3 No Assignment or Transfer: The personal skill, judgment and creativity of Artist
are essential elements of this Agreement. Therefore, Artist shall not voluntarily or
involuntarily assign, convey, subcontract, hypothecate, encumber or otherwise transfer any
portion of this Agreement or any of the services to be performed hereunder without the
express written consent of City, which consent may be withheld in City's sole and absolute
discretion. In the event of such unapproved transfer, including any bankruptcy proceeding,
this Agreement shall be void.
15. ARTIST AS INDEPENDENT CONTRACTOR:
15.1 Artist's Services: Neither City nor any of its employees shall have any control over
the manner, mode or means by which Artist, its agents or employees, perform the services
required herein, except as otherwise set forth herein. City shall have no voice in the
selection, discharge, supervision or control of Artist employees, servants, representatives
or agents, or in fixing their number, compensation or hours of service. Artist shall perform
all services required herein as an independent contractor of City and shall remain at all
times as to City a wholly independent contractor with only such obligations as are
consistent with that role. Artist shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of the City. City shall not in any
way or for any purpose become or be deemed to be a partner of Artist in its business or
otherwise or a joint venture or a member of any joint enterprise with Artist.
952040.1 g
15.2 City Requirements: The City may require Artist to make such revisions to the
Proposal as are necessary for the installation of the Artwork to comply with applicable
statutes, ordinances or regulations governing the services of Artist hereunder. Artist
acknowledges (i) that Labor Code Section 1771 may require the payment of prevailing
wages and (ii) the Public Contracts Code may require that certain aspects of the
installation of the Artwork be publicly bid. Upon request of City, Artist shall make such
revisions to the installation of the Artwork and/or supply data to City as is necessary for the
installation of the Artwork to comply with the Labor Code or Public Contracts Code;
provided, however, that any such changes that increase Artist costs to complete the
installation shall be paid to Artist in advance of the installation of the Artwork.
16. CONFLICT OF INTEREST: No officer, representative or employee of City shall
have any financial interest, direct or indirect, in this Agreement nor shall any such officer,
representative or employee participate in any decision relating to the Agreement which
effects his or her financial interest or the financial interest of any corporation, limited liability
company, partnership or association in which he or she is, directly or indirectly, interested,
in violation of any Federal or California statute or regulation. Artist warrants that it has not
paid or given and will not pay or give any third party any money or other consideration for
obtaining this Agreement.
17. COVENANT AGAINST DISCRIMINATION: Artist covenants that, by and for itself,
its-heirs, executors, assigns, and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or group of persons on
account of actual or perceived race, color, creed, religion, sex, marital status, national
origin, disability, medical condition, marital status, domestic partner status, gender, gender
identity, gender expression, sexual orientation as those terms are defined by California law,
or ancestry, or association with members of classes protected in this section or in
retaliation or opposition to any practices forbidden under this section, in the performance of
this Agreement. Artist shall include a similar provision in all subcontracts associated with
this Agreement. Artist shall provide the certification required by Palm Springs Municipal
Code section 7.09.040(4).
18. INTEGRATION &AMENDMENTS: This Agreement contains all of the agreements
of the parties and cannot be modified, terminated or rescinded, in whole or in part, unless
written and signed by authorized representatives of the parties hereto. No prior oral or
written understanding shall be of any force with respect to those matters covered in this
Agreement.
19. GOVERNING LAW: This Agreement and all matters pertaining thereto shall be
construed according to the laws of the State of California.
20. LICENSES, PERMITS & FEES: Any licenses, permits, and approvals required by
law for installation of the Artwork on City property shall be obtained by the City at City's
sole cost and expense.
952040.1 10
21. FURTHER RESPONSIBILITIES OF THE PARTIES: Both parties agree to use
reasonable care and diligence to perform their respective obligations under this
Agreement. Both parties agree to act in good faith to execute all instruments, prepare all
documents and take all actions as may be reasonably necessary to carry out the purposes
of this Agreement. Unless hereafter specified, neither party shall be responsible for the
services of the other.
22. CITY MANAGER: The City Manager, or his designee, a Contract Officer of the City
shall be the City's designated representative with respect to this Agreement. It shall be
Artist responsibility to assure that the City is kept informed of the progress of Artist services
hereunder and Artist shall refer any decision which must be made by City to the City
Manager or his designee. Unless otherwise specified herein, any approval of City required
hereunder shall mean the approval of the City Manager. Except as otherwise directed by
the City Council, the City Manager shall have the authority to give any approvals or
consents required hereunder and to otherwise act on behalf of City in order to carry out the
terms of this Agreement.
23. NOTICES: Any notice which either party may desire to give to the other party under
this Agreement must be in writing and may be given by personal delivery or by mailing the
same by registered or certified mail, return receipt requested, to the party to whom the
notice is directed at the address of such party hereinafter set forth, or such other address
and to such other persons as the parties may hereafter designate, or by facsimile when
followed by a facsimile confirming receipt:
To Artist: John Perry
405 Villaggio N.
Palm Springs, CA 92262
To City: City Manager
City of Palm Springs
P.O. Box 2743
Palm Springs, CA 92263
Copy to: City Attorney
City of Palm Springs
P.O. Box 2743
Palm Springs, CA 92263
A change in the designation of the person or address to which submittals, requests, notices
or reports shall be delivered is effective when the other party has received notice of the
change by certified mail or by facsimile when followed by a return facsimile confirming
receipt.
952040.1
24. EXECUTION IN COUNTERPART: This Agreement may be executed in several
counterparts, and all so executed shall constitute one agreement binding on all parties
hereto, notwithstanding that all parties are not signatories to the original on the same
counterpart.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first above written.
"ARTIST"
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By:
Its:
"CITY"
CITY OF PALM SPRINGS,
a municipal corporation
ATT7honvy
By. By-i--
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Me"a MMCICit lerk David Ready, Ph.D., Esq. anager
APPROVED AS TO FORM:
APPROVED BY CITY MANAGER
3.
Je#rey Ilinger, ity Attorney
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952040.1 12
EXHIBIT A
PROPOSAL
Fault Line
John Perry
405 Villaggio N
Palm Springs, CA 92262
310-877-2967
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Fault Line Meditation Palm Springs
Total $3,500
(Installation Complete March 2020)
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EXHIBIT C
SCHEDULE OF PERFORMANCE
TASK DATE
Fabrication March
Delivery and Installation Mid-March
Project Completion March 2020
Artist shall begin fabrication of the Artwork after the full execution of this Agreement and
deliver the artwork to the City.
952040.1 15
EXHIBIT D
FEE SCHEDULE
The City shall compensate Artist in an amount not to exceed THREE THOUSAND FIVE
HUNDRED DOLLARS ($3,500) ("Fees") for purchase of the Artwork. The City shall pay
Artist within thirty (30) days of an invoice and in accordance with the following schedule:
Within 30 days of the date of this Agreement, and receipt of an invoice, Artist shall be paid
ninety percent of the total Fees.
Final payment shall be made within 30 days of delivery of the Artwork, following the receipt
of an invoice Artist shall be paid the remaining balance of the Fees.
EXHIBIT E
BILL OF SALE
BILL OF SALE AND ASSIGNMENT
THIS BILL OF SALE AND ASSIGNMENT is made as of , 2020 from
(Seller) to the CITY OF PALM SPRINGS, a municipal corporation
("Buyer").
That for good and valuable consideration to be paid pursuant to the provisions of
that certain Agreement for Purchase and Sale of Public Art Work dated
, 2020 between Buyer and Seller(the "Purchase Agreement")Seller
does hereby sell, assign, transfer and deliver unto Buyer, and its successors and assigns,
that certain work created by Seller entitled " to
(the "Property"),
including all right, title and interest therein, and shared copyrights thereto.
Seller does hereby represent and warrant to Buyer that Seller is the lawful owner of
such personal property, and that Seller had good right to sell the same as aforesaid and
will warrant and defend the title thereto unto buyer, its successors, subsidiaries, parent
corporations, affiliates and loan participant.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the date first
above written. /'
TEVA ;'"ist
By:
Signat re
CITY OF PALM SPRINGS
a municipal corporation
By: >.�
City Manager
ATTES .
By: ti
ity Clerk
APPROVED AS TO FOR by
CITY ATTORNEY: �o �Express heC�t�itY
Noy t �hE of
AUKj.,t\o%%
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