HomeMy WebLinkAboutLicense Agreement/CRC/Bill Barrett Artwork11/30/2017 09120 FAX 5612415976
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Form Public Art License Agreement (Artist).doc Page 1 of 4
LICENSE AGREEMENT
Owner and /or Creator of Artwork
This License Agreement {Owner and/or Creator of Artwork) (the "Agreement), executed this day
of , 20 r Q by and between The City of Carmel Redevelopment Commission ( "CRC "), and
8� // , 1,p (the "Licensee "), WITNESSES:
Recitals
WHEREAS, Licensee is the owner and /or creator of that certain artwork depicted and /or described on
Exhibit A, attached hereto and incorporated herein (the "Artwork ");
WHEREAS, CRC has constructed a public art stage in the Carmel Arts & Design District (the "Arts
District), which area is more particularly depicted and /or described on Exhibit B, attached hereto and
incorporated herein (the "Public Art Stage ");
WHEREAS, Licensee seeks to display the Artwork on the Public Art Stage; and
WHEREAS, CRC and Licensee desire to enter into this Agreement;
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged hereby, CRC and Licensee agree as follows:
1. Grant. Subject to the terms and conditions of this Agreement, CRC hereby grants to Licensee a license (the
"License ") to use the Public Art Stage for the public display of the Artwork.
2. Ter Th term of the License (the ''Term ") shall: (a) commence on the date hereof; and (b) end on the date
that is (1 r�months thereafter, Notwithstanding anything stated to the contrary herein, if Licensee delivers
to CR wr en notice that the Artwork has been sold, then this Agreement and the License immediately shall
terminate.
3. Use CRC has granted the License for the sole purpose of allowing Licensee to display publicly the Artwork
(the "Permitted Use "). At all times, Licensee shall: (a) maintain the Artwork in a good, clean, and sightly
condition; and (b) use and operate the Public Art Stage: (1) only for the Permitted Use; (ii) in a careful and safe
manner; and (iii) in compliance with all applicable laws, statutes, and /or ordinances, governmental rules,
regulations, guidelines, orders, and/or decrees (the "Laws "). Licensee shall not: (a) except to the extent
necessary to: (i) protect the Artwork or its structural integrity; or (ii) perform Licensee's obligations pursuant to
Subsection 4(b); change, modify, replace, or otherwise alter (whether with another artwork or otherwise); (b)
except for a small sign indicating the artist's name, and that the Artwork is for sale or loan by Licensee, which
sign reasonably is approved in advance by CRC, place any advertising, insignia, trade dress, or other mark on;
or (c) replace, modify, or remove any advertising, insignia, trade dress, or other mark from; the Artwork or the
Public Art Stage, or any portion of the Artwork or the Public Art Stage, without the prior written consent of CRC,
which consent may be withheld in CRC's sole discretion.
4. Maintenance.
(a) CRC. Except as expressly set forth in Subsection 4(b), CRC, at its cost, shall: (1) maintain the
Public Art Stage in a clean and sightly condition; (ii) repair, in a good and workmanlike manner,
any: (A) damage to the Public Art Stage caused by normal wear and tear; and (6) damage to the
Public Art Stage or the Artwork above and beyond that constituting normal wear and tear (the
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"Extraordinary Damage ") caused by: (1) CRC; (2) any person or entity working by, through, or on
behalf of, CRC; or (3) any member of the general public (other than Licensee or any person or
entity working by, through, or on behalf of, Licensee); and (iii) replace, as necessary, all or any
component of: (A) the Public Art Stage caused by: (1) normal wear and tear; or (2) Extraordinary
Damage caused by CRC or any person or entity working by, through, or on behalf of, CRC; and
(B) the Artwork caused by Extraordinary Damage caused by CRC or any person or entity working
by, through, or on behalf of, CRC.
(b) Licensee. Licensee: (i) at CRC's cost, shall package, transport, install, display, and remove
the Artwork on the Public Art Stage; and (ii) at Licensee's cost, shall; (A) clean, as necessary, the
Artwork; (B) perform all routine maintenance of the Artwork; (C) repair, in a good and
workmanlike manner, any: (1) damage to the Artwork caused by normal wear and tear, including,
without limitation, acts of God, exposure to the elements, and weather conditions; and (2)
Extraordinary Damage to the Public Art Stage and the Artwork caused by Licensee or any person
or entity working by, through, or on behalf of, Licensee; and (D) replace, as necessary, all or any
component of: (1) the Public Art Stage caused by Extraordinary Damage caused by Licensee or
any person or entity working by, through, or on behalf of, Licensee; and (2) the Artwork caused
by: (aa) normal wear and tear; and (bb) Extraordinary Damage caused by Licensee or any person
or entity working by, through, or on behalf of, Licensee.
5. Insurance. CRC, at its cost, shall keep in full force and effect throughout the Term a casualty policy of
insurance with respect to the Artwork, including, without limitation, casualty resulting from Extraordinary
Damage, which policy shall name Licensee as an additional insured. CRC shall provide to Licensee copies of
all such policy of insurance upon request.
6. Reimbursement. Notwithstanding anything stated to the contrary herein, if Licensee sells the Artwork: (a)
during the Term; or (b) after the Term, if Licensee's negotiations with the purchaser began during the Term;
then Licensee, within 30 days after such sale, shall reimburse CRC for all costs and expenses incurred by CRC
in performing its obligations pursuant to Sections 4 and 5 (other than any costs and expenses incurred as a
result of Extraordinary Damage caused by CRC or any person or entity acting by, through, or on behalf of,
CRC). The terms and conditions of this Section shall survive the termination of this Agreement.
7. Default. If Licensee fails to perform or adhere to any of its obligations or covenants under this Agreement
and such failure continues for five days after written notice from CRC, then CRC may exercise any remedy
available to it at law or in equity, including, without limitation, curing the breach for the account of Licensee,
obtaining injunctive relief or the remedy of specific performance, or terminating the License and this
Agreement,
8. Assignment. Licensee shall not: (a) assign or transfer this Agreement in whole or in part; or (b) grant a
sublicense or concession in connection with this Agreement; in either case without the prior written consent of
CRC. This prohibition shall include any act that: (a) has the effect of an assignment or transfer; and (b) occurs
by operation of law.
9. Surrender, Upon the termination of this Agreement for any reason, Licensee promptly shall: (a) remove the
Artwork from the Public Art Stage; and (b) surrender the Public Art Stage to CRC, in the same order and
condition as on the date hereof, ordinary wear and tear excepted,
10. Indemnity, Licensee shall indemnify and hold harmless CRC and its officers, officials, employees, agents,
assigns, attorneys, and legal representatives from and against any and all claims, damages, losses, and
expenses (including, without limitation, attorneys' fees) arising from or connected with: (a) the possession
and /or use by Licensee of the Artwork or the Public Art Stage; or (b) the breach by Licensee of any term or
condition of this Agreement. The terms and conditions of this Section shall survive the termination of this
Agreement.
11. Depictions. Licensee hereby grants to CRC a license to photograph, video record, or otherwise depict, in,
on, or through any medium (whether print, digital, or other media format), the Artwork, for use by CRC in CRC's
advertising or marketing of CRC, the Arts District, or CRC - sponsored or CRC - related events. Such license
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Form Public Art License Agreement (Artist),doc
shall survive the termination of this Agreement.
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12. Notice, Any notice given pursuant to this Agreement shall be in writing, and shall be deemed to have been
given when: (a) delivered in person to the other party; (b) sent by facsimile, with electronic confirmation of
receipt; or (c) sent by national overnight delivery service, with confirmation of receipt; addressed to CRC at 30
West Main Street, Suite 220, Carmel, Indian 46032, Facsimile: 317- 844 -3498, Attn: Les Olds; and addressed
to Licensee at j .A.1 _S ,vT,L7 i/j!Jt1 Facsimile: 5-"D'S-1 44C '� /,'t Attn:
Deijo,c44 3 .4loe €rr
13. Authority. Each of the undersigned persons executing this Agreement on behalf of CRC and Licensee
represent and certify that: (a) he or she is empowered and authorized by all necessary action of CRC or
Licensee, respectively, to execute and deliver this Agreement; (b) he or she has full capacity, power, and
authority to enter into and carry out this Agreement; and (c) the execution, delivery, and performance of this
Agreement has been authorized by CRC or Licensee, respectively.
14. Miscellaneous. This Agreement constitutes the entire agreement between CRC and Licensee with
respect to the subject matter hereof, and may be modified only by a writing signed by both CRC and Licensee.
The invalidity, illegality, or unenforceability of any one or more of the terms and conditions of this Agreement
shall not affect the validity, legality, or enforceability of the remaining terms and conditions hereof. This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Indiana. The
section headings shall not be considered in any way to affect the interpretation of this Agreement. This
Agreement shall not be construed to create a contractual relationship with, give rights or benefits to, or create a
cause of action in favor of, anyone other than the parties hereto.
[Signature page to follow.]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
CRC:
THE CITY OF CARMEL REDEVELOPMENT COMMISSION
By: _
Printed:
Title:
Ronald E. Carter, President
LICENSEE:
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This document was prepared by Ryan R. Wilmering, Waflack Somers & Haas, P.C., One Indiana Square, Suite
1500, Indianapolis, Indiana 46220.
EXHIBIT A
Depiction and/or Description of the Artwork
EXHIBIT B
Depiction and/or Description of the Public Art Stage
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