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Home My WebLink AboutJames Tyler/MAYOR'S OFFICE/$20,000/Brickhead Human Sculpture - Agreement for Sale of Work of ArtJamesTyler Mayor’sOffice – 2021 CzKpoPcfsmboefsbu3;48qn-Bvh1:-3132Appropriation # 116043-551.01; P.O. #: 105410 ContractNotToExceed $20,000.00 AGREEMENT FOR SALE OF WORK OF ART THIS AGREEMENT FORSALE OF WORK OF ART (the “Agreement”) is hereby entered into by and between the City of Carmel, Indiana, by and through its Board of Public Works and Safety (the “Collector”), and James Tyler (the “Artist”). WHEREAS, the Artist has created the Work of Art entitled “Brickhead Human Sculpture” (the “Work”). The Work is described in greater detail in Exhibit A, which is attached hereto and is incorporated herein by this reference. NOW THEREFORE the parties agree as follows: ACKNOWLEDGMENT, ACCEPTANCE: Gallery acknowledges that it has read and understands this Agreement and agrees that its execution of same constitutes its acceptance of all of the Agreement’s terms and conditions. PERFORMANCE: Artist agrees to sell and the Collector agrees to purchase the Work for a total purchase price of Twenty Thousand Dollars ($20,000.00) (the “Purchase Price”). The Collector will use City ofCarmel budget appropriation number 1160 43-551.01 funds to pay the Purchase Price. PRICE AND PAYMENT TERMS: 3.1 3.2 Artist agrees not to provide any goods and services to Collector that would cause the total cost of the Work provided by Artist to Collector hereunder to exceed the Purchase Price, unless Collector has previously agreed, in writing, to pay an amount in excess thereof. 4.WARRANTY: Artist expressly warrants that the Work will conform to those certain specifications, descriptions and/or quotations regarding same as were provided to Artist by Collector and/or by Artist to and accepted by Collector, all of which documents are incorporated herein by reference, and that the Work will be delivered in atimely, good and workmanlike manner and free from defect. Artist acknowledges that it knows of Collector’s intended use and expressly warrants that the Work provided to Collector pursuant to this Agreement has been selected by Artist based upon Collector’s stated use and are fit and sufficient for their particular purpose. 5.TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same (“Effective Date”), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. 1 DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 JamesTyler Mayor’sOffice – 2021 Appropriation # 116043-551.01; P.O. #: 105410 ContractNotToExceed $20,000.00 6.COPYRIGHT: The Artist, and/or their successor(s), heir(s), and or assign(s) is/are the copyright owner(s) of the Work and shall retain all copyright ownership in the Work. The Collector agrees to never contest the copyrights of the Artist, and/or their successor(s), heir(s), and/or assign(s) in the Work.It is understood that any photographic or other image, including any derivative, of the Work may not be used for commercial purposes. If the Collector desires to use a two-dimensional image of the Work for a commercial or non-commercial purpose, the Collector must submit a written request to Artistfor approval prior to any such use. Non-commercial two- dimensional images of the Work for media and promotional purposes will generally be permitted. 7. DEFAULT: In the event Artist: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Artist’s warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from Collector specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, Collector shall have the right to (1) terminate all or any parts of this Agreement, without liability to Artist; and (2) exercise all other rights and remedies available to Collector at law and/or in equity. 8. INDEMNIFICATION: Artist shall indemnify and hold harmless Collector from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with the sale and/or exhibition of the Work under this Agreement. Artist further agrees to indemnify, defend and hold harmless Collector and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Artist and/or of any of Artist’s agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. 9. GOVERNMENT COMPLIANCE: Artist agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Artist’s performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Artist agrees to indemnify and hold harmless Collector from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 10. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 11. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Artist nor any of its officers, employees, contractors, subcontractors and agents are employees of Collector. The Purchase Price set forth herein shall be the full and maximum compensation and monies required of Collector to be paid to Artist under or pursuant to this Agreement 2 DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 JamesTyler Mayor’sOffice – 2021 Appropriation # 116043-551.01; P.O. #: 105410 ContractNotToExceed $20,000.00 12.GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court isthe appropriate venue for and has jurisdiction over same. 13. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 14. NOTICE: Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to Collector:Nancy Heck Department of Law Department ofCommunity RelationsOne Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 AND If to Artist: James Tyler 32 Riverside Ave Haverstraw, NY 10927 Notwithstanding the above, notice of termination under paragraph 15 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. 15. TERMINATION: Notwithstanding anything to the contrary contained in this Agreement, Collector may, upon notice to Artist, immediately terminate this Agreement for cause, in the event of a default hereunder by Artist and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In the event of such termination, Artist shall be entitled to receive only payment for work completed as of the date of termination, except that such payment amount shall not exceed the Purchase Price, unless the parties have previously agreed in writing to a greater amount. 16. UNAUTHORIZED ALIENS: By signing this agreement, Artist certifies and represents that it does not knowingly employ unauthorized aliens. 17. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 3 DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 JamesTyler Mayor’sOffice – 2021 Appropriation # 116043-551.01; P.O. #: 105410 ContractNotToExceed $20,000.00 18.HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 19. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 20. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than Collector and Artist 21. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, Artist shall certify that, in signing this document, he does not engage in investment activities within the Country of Iran. 22. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 23. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Artist and Collector with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. 4 DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 JamesTyler Mayor’sOffice – 2021 Appropriation # 116043-551.01; P.O. #: 105410 ContractNotToExceed $20,000.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: COLLECTOR” “ARTIST” CITY OF CARMEL, INDIANA JAMES TYLER by and through its Board of Public Works and Safety By: By: James Brainard, Presiding Officer Authorized Signature Date: Printed Name Mary Ann Burke, Member Date: Title LoriS. Watson, MemberFID/TIN: Date: Last Four of SSN ifSole Proprietor: ATTEST: Date: Sue Wolfgang, Clerk Date: 5 DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 8/18/2021 Not Present 8/18/2021 ------------ 8/18/2021 FYIJCJUB 2PG3 DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 FYIJCJUB 3PG3 DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88 DocuSign Envelope ID: 590D0BF9-FB77-43A8-955D-3B08FBF84A88