HomeMy WebLinkAboutContracts & Agreements_236-2020ARTWORK LOAN AND DISPLAY AGREEMENT
This agreement for the loan and display of artwork (' Agreement") is made and entered into
this 17th day of November, 2020 (Effective Date), by and between the City of Redlands, a
municipal corporation ("City"), and Helle Scharling-Todd, an individual (' Artist"). City and
Artist are sometimes individually referred to herein as a 'Party' and, together, as the 'Parties.
RECITALS
WHEREAS, in support of the City's Art in Public Places program, City's Cultural Arts
Commission ("Commission") has considered the submission of various artworks for the purpose
of display within the City and
WHEREAS, the Commission has selected an artwork created by Artist, titled `Molecule'
(the Artwork"), as depicted in Exhibit A attached hereto; and
WHEREAS, the Commission has recommended to the City Council of the City of
Redlands that the Artwork be displayed within City s median on West Citrus Avenue, between
South Eureka Street and Orange Street at a precise site to be determined by City (the `Site"); and
WHEREAS, it is the desire of City and Artist to set forth their respective obligations, and the
terms and conditions, for City's display of the Artwork within the City
NOW THEREFORE, in consideration of the mutual covenants hereinafter contained, it is
mutually agreed by the Parties as follows:
AGREEMENT
Section 1. Compensation.
1 1 Artist hereby permits City to display the Artwork for a period of twenty four (24)
consecutive months (the `Display Period"), commencing on January 1 2021 The Display Period
shall on January 31 2023, unless earlier terminated as provided for herein.
A. In consideration of Artist's loan and permission for City to display the Artwork,
City shall pay Artist the sum of two thousand dollars ($2,000) (the `Payment"). The Payment shall
be payable in two installments. The first installment of one thousand six hundred dollars ($1,600)
shall be payable upon City's installation of the Artwork. The second installment of four hundred
dollars ($400) shall be payable upon City's removal of the Artwork.
B. City's obligation to make the full Payment to Artist is expressly conditioned upon
Artist's timely removal of the Artwork from the Site, to the satisfaction of City Notwithstanding
the foregoing, Artist shall not be entitled to any portion of the Payment in the event this Agreement
is terminated, for any reason, prior to City's installation of the Artwork.
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Section 2. Installation of the Artwork.
2.1 Artist shall have the sole obligation and liability to transport the Artwork to the
Site, within ninety (90) days of the Effective Date of this Agreement.
2.2 City shall have the sole obligation and liability for installation and removal of
Artwork at City's sole expense.
2.3 City shall provide Artist with thirty (30) days prior written notice before removal of
the Artwork from the Site. Artist shall have the sole obligation and liability for transporting of the
Artwork from the Site. If Artist fails to transport the Artwork from the Site at the time of City's
removal, then City may remove and dispose of the Artwork as City deems necessary or
appropriate, in City's sole discretion, and City may withhold any remaining balance of the
Payment. Expenses incurred by City for the disposal of the Artwork in excess of any balance of
the Payment then held by City shall be the obligation and liability of Artist who shall reimburse
City for the same.
Section 3. Sale of the Artwork.
3 1 Artist may sell the Artwork during the term of this Agreement and, if sold, may
assign Artist's rights under this Agreement. However, under no circumstance shall sale of the
Artwork terminate this Agreement or adversely affect City's rights hereunder including, but not
limited to, City's right of display Artist shall immediately provide written notification to City upon
the sale of the Artwork, and name and contact information for the purchaser of the Artwork.
Regardless of any sale, the Artwork shall remain at the Site for no less than six (6) months from
the date of installation. Removal of the Artwork is the sole financial responsibility of Artist. City
shall be notified at least two (2) weeks prior to removal in order to facilitate work orders for traffic
control of the Site. If the Artwork is sold during the term of this Agreement, Artist shall obtain a
city of Redlands business license.
Section 4. Liability for Damage.
4 1 City shall insure the Artwork against damage or loss in the amount of fifteen
thousand dollars ($15,000), which the Parties agree is the fair market value of the Artwork and the
full extent of City's liability in the event of its damage or loss.
4.2 City's obligation to provide insurance is solely for the duration of the term of this
Agreement, and only while the Artwork is located on City property Artist is responsible and liable
for any damage or destruction of the Artwork that may occur during transportation of the Artwork
to and/or from the Site, and during installation and during removal.
Section 5. Ownership and Moral Rights.
5 1 The Artwork shall remain the property of Artist during the term of this Agreement.
5.2 During the term of this Agreement, City shall not make any alterations to the
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Artwork. For purposes of this Agreement, the term 'alteration shall mean repair, restore, modify
remove, relocate, sell, dispose of, distort, destroy mutilate, or deface.
5.3 Artist waives any and all claims, with respect to the Artwork against City and its
elected and appointed officials, officers, employees, and assigns (current and future), arising
under the Federal Visual Artist Rights Act, the California Art Preservation Act, and any other
local, State, Federal or international laws that convey rights of the same nature as those conveyed
under the Civil Code, or any other type of moral right protecting the integrity of works of art. City
has no obligation to pursue claims against third parties to remedy or prevent alteration of the
Artwork. However, City may pursue claims against third parties for damages, or to restore the
Artwork if it has been altered without Artist's authorization.
5 4 Artist hereby grants City the right to photograph, film, videotape, or otherwise depict
the Artwork at any time during the term of this Agreement, and to use such photographs, film,
videotapes, or depictions at any time thereafter for purposes of promotion relating to the exhibition
of the Artwork or City Such reproduction and images of the Artwork which feature the Artwork
as art for publicity promotion, and educational purposes shall, to the extent reasonably possible
and appropriate, give reference to Artist. Reproduction and images of Artwork in which the
purpose of the reproduction or image is predominantly unrelated to the Artwork shall not require
reference to Artist.
5.5 Artist assigns to City all rights under the Copyright Act of 1976 for the Artwork
produced under this Agreement. Notwithstanding the foregoing, City and its assigns are not
responsible for defending the Artwork against any third party infringement of copyright and for
protecting the attribution rights of Artist. Any registration of a copyright under the State's Register
of Copyrights shall be the sole responsibility of City and the costs of such registration shall be
borne by City
5.6 Ownership of, and title to, the Artwork shall remain with Artist in accordance with
Section 5 1 hereof. Artist hereby retains the right to collect the royalty payment provided by Civil
Code Section 986. Artist agrees that City is not obligated to make any royalty payments to Artist
pursuant to Civil Code Section 986.
Section 6. Artist's Representations and Warranties.
6.1 Artist represents and warrants that:
A. Artist is presently the sole owner of the Artwork and any copyrights therein, and
has the full power to enter into and execute this Agreement to City
B. The Artwork is unique and original and solely the result of the artistic effort of
Artist, does not infringe upon any copyright or rights of any person, and is free and clear of any
liens or disputes related to property intellectual or any other rights;
C. The Artwork is free from defective, or inferior materials and workmanship or
inherent deficiencies or qualities that cause or accelerate deterioration; and
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D No person has been employed or retained to solicit or secure this Agreement for
commission, percentage, brokerage or contingent fee and that no member of City has any interest,
financially or otherwise in Artist's business.
Section 7. Notices. Any notice or other communication required, or which may be
given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered
(i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail,
with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier
or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first
class, certified, registered or express mail, in each case properly posted and fully prepaid to the
appropriate address set forth below or such other address as a Party may provide notice in
accordance with this section.
CITY
City Clerk
City of Redlands
35 Cajon Street
P.O Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
(909) 798-7531
ARTIST
Helle Scharling-Todd
3219 Preble Avenue
Ventura, CA 93003
art-glass@sbcglobal.net
805-644-6884
Section 8. Insurance and Indemnification. Artist shall defend, indemnify and hold
harmless City and its elected and appointed officials, officers, employees and agents from and
against all liabilities, obligations, losses, damages, judgments, costs and expenses, including
attorneys' fees, court costs and other litigation costs, arising from or in connection with, any
personal injury or property damage caused, directly or indirectly by any act or omission of the
Artist or Artist's employees or agents, or any infringement of patent, copyright, trademark, trade
secret or other proprietary right caused by Artist or Artist's employees, agents, contractors, or
subcontractors, in connection with the Artwork.
Section 9. Non -Discrimination. Artist shall not discriminate, in any way against any
person on the basis of race, sex, color, age, religion, sexual orientation, disability ethnicity
national origin, or disability in connection with, or related to, the performance of this Agreement.
Section 10. Assignability and Modification. Artist shall not assign or transfer any
interest in this Agreement nor the performance of any of Artist's obligations hereunder, and any
attempt by Artist to assign this Agreement or any rights, duties, or obligations arising hereunder
shall be void and of no effect, without the prior written consent of City
Section 11. Governing Law This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
Section 12. Entire Agreement. This Agreement, including its exhibit and recitals,
embodies the entire understanding between the Parties with respect to the Artwork. There are no
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other agreements and understandings, oral or written, with reference to the subject matter hereof
that are not merged herein and superseded hereby No alteration, change or modification of the
terms of this Agreement shall be valid unless made in writing and signed by the Parties Any
waiver of any breach of violation of any term or condition of this Agreement shall not be deemed
to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach
or violation of the same or any other term of condition The persons executing this Agreement on
behalf of their respective Parties represent and warrant that they have the authority to do so under
law and from their respective Parties
IN WITNESS WHEREOF, duly authorized representatives of City and Artist have signed in
confirmation of this Agreement
CITY OF REDLANDS ARTIST
aul W Foster, Mayor Helle Scharling-Todd
ATTEST
ne Donaldson, City Clerk
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EXHIBIT "A"
Artwork by Helle Scharling-Todd
"Molecule"
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EXHIBIT "B"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that 1 become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
ARTIST
By Date:
Helle Scharling-Todd
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