HomeMy WebLinkAboutContracts & Agreements_257-2022ARTWORK LOAN AND DISPLAY AGREEMENT
This agreement for the loan and display of artwork ("Agreement") is made and entered into
this 6th day of December, 2022 (Effective Date), by and between the City of Redlands, a municipal
corporation ("City"), and John and Nicholas Meyer, individuals ("Artists"). City and Artists 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 Artists, titled
Emergence" (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 Sylvan Park at a precise site to be deteiiiiined by City
(the "Site"); and
WHEREAS, it is the desire of City and Artists 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, itis
mutually agreed by the Parties as follows:
AGREEMENT
Section 1. Compensation.
1.1 Artists hereby permits City to display the Artwork for a period of twenty-four (24)
consecutive months (the "Display Period"), commencing on December 1, 2022. The Display Period
shall end on December 1, 2024, 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 Artists 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 Artists is expressly conditioned
upon Artist's timely removal of the Artwork from the Site, to the satisfaction of City.
Notwithstanding the foregoing, Artists 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.
I \cmo\Agreements\John and Nicholas Meyer Artwork Loan and Display Agr`ement-FY22-00S3.cdocx-jm.
Section 2. -installation of the Artwork.
2.1 Artists 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.
22 City shall have the sole obligation and liability for installation and removal of
Artwork at City's sole expense.
23 City shall provide Artists with thirty (30) days prior written notice before removal of
the Artwork from the Site. Artists shall have the sole obligation and liability for transporting of the
Artwork from the Site. If Artists 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 Artists who shall reimburse City for the same.
Section 3. Sale of the Artwork.
3.1 Artists 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. Artists 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 amain 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 Artists. 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, Artists 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 thirty
thousand dollars ($30,000), 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.
42 City's obligation to provide insurance is solely for the duration of the teiin of this
Agreement, and only while the Artwork is located on City property. Artists is responsible and liable
for any damage or destruction of the Artwork that may occur during transportation of the Artwork
to andlor from the Site, and during installation and during removal.
Section 5. Ownership and Moral Rights.
5.1 The Artwork shall remain the property of Artists during the teim of thisAgreement.
52 During the term of this Agreement, City shall not make any alterations to the Artwork.
For purposes of this Agreement, the teuii "alteration" shall mean repair, restore, modify, remove, relocate,
2
I:croo1Agreements'dolin and_Nicholas Meyer Artwork Loan and Display Ageement-Ff22-0083.docx-jm
sell, dispose of, distort, destroy, mutilate, or deface.
53 Artists 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 Artists 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 Artists 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 Artists_ 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
Artists.
5.5 Artists assigns to City all rights under the Copyright Act of 1976 for the Artwork
produced Tinder 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 Artists. 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 Artists in accordance with
Section 5.1 hereof. Artists hereby retains the right to collect the royalty payment provided by Civil
Code Section 986. Artists agrees that City is not obligated to make any royalty payments to Artists
pursuant to Civil Code Section 986.
Section 6. Artist's Representations and Wa
6.1 Artists represents and warrants that:
A. Artists is presently the sole owner of the Artwork and any copyrights erein,
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 Artists, 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
D. No person has been employed or retained to solicit or secure this Agreement
3
cmo\Agreements\John and Mcholas Meyer Artwork Loan and Display Agreement-FY22-0083.docx-jm
for commission, percentage, brokerage or contingent fee and that no member of City has any
interest, financially or otherwise in Artist'sbusiness.
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
ARTISTS
John & Nicholas Meyer
31915 Rancho California Rd. 290
Temecula, CA 92591
nmeyer28th@me.com
(858) 342-6315
Section 8. Insurance and Indemnification. Artists 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 costsand 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 Artists or Artist's
employees or agents, or any infringement of patent, copyright, trademark, trade secret or other
proprietary right caused by Artists or Artist's employees, agents, contractors, or subcontractors, in
connection with the Artwork.
Section 9. Non -Discrimination. Artists 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. Artists shall not assign or transfer any interest
in this Agreement nor the performance of any of Artist's obligations hereunder, and any attempt by
Artists 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 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 terns 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
4
1:\cmo\Agreements\John and Nicholas_Meyer Artwork Loan and Display Agreement-FY22-0083.docx-jm
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 Artists have signed in
confirmation of this Agreement.
CITY OF REDLANDS ARTISTS
a-1Banch, Mayor
EDDI> 1)A
ATTEST
- a ' e Donaldson, City Clerk
5
I:\cmo\Agreements\John_and_Nicholas_Meyer Artwork Loan and Display Agreement-FY22-0083.docx jm
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 maybe 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 I 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.
ARTISTS
Date:
Date:
7
I_\cmo\Agreements\John and_Nicholas_Meyer Artwork Loan and Display Agreement-FY22-0083.docxjm