HomeMy WebLinkAboutSculpture Foundation (11 Sculptures) - J. Seward Johnson Sculpter - $213,500 Regions Bank hereby is instructed to make a disbursement of Loan Proceeds from the Borrower Loan
Account to (or for the account of) Borrower in: (a)the amount of the "Total Authorized Disbursement" line in
the "Amount of Authorized Disbursement"column below; and (b) accordance with the terms and conditions
of the Agreement, the other Loan Documents, and the Disbursement Instructions.
Purpose of Authorized Disbursement Amount of Authorized Disbursement
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• Sewall V e/K'r/n^ J I .
Total Authorized Disbursement
All terms used in these Disbursement Instructions without definition shall have the meanings ascribed thereto
in that certain Loan Agreement(Equipment and Improvements),dated July 22,2010,by and between.Regions
Bank and Carmel Theater Development Company, LLC. •
Dated: !/j/?/o___ CITY OF CARMEL REDEVELOPMENT
COMMISSI
•
By: / n —
Printed: Les S, Olds-/ /`ti A
Title: xtc vT t ut ptPeci4,1" - GRC
It is acknowledged and agreed by the parties that CRC has reserved the right to require, as a condition of
authorizing disbursement of Loan Proceeds from the Borrower Loan Account to (or for the account of)
Borrower: (a) completion of a satisfactory inspection by CRC of the portions of the Equipment and/or the
Improvements to which the disbursement relates; and (b) receipt of customary submittals.
The Sculpture Foundation : Contact Page 1 of 1
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The Sculpture Foundation,Inc.
Bergamot Station Arts Center
2525 Michigan Avenue
Studio A6
Santa Monica,CA 90404 .
T 310.264.2400
F 310.264.2403 J e A e
info @tsfmail.com
The Sculpture Foundation,Inc.
14 Fairgrounds Road
Suite A
Hamilton,NJ 08619
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INVOICE
DATE: October 28, 2010
INVOICE #: 2483C
ARTIST: 1. Seward Johnson, Jr.
DESCRIPTION: Purchase of eleven sculptures for the city of Carmel
PURCHASED BY: The City of Carmel, Indiana
City Hall
One Civic Square
Carmel, IN 46032
Attn: Mayor Tim Brainard
AMOUNT DUE THIS INVOICE: $213,500
PAID TO DATE: $765,500
TOTAL: $979,000
PLEASE REMIT DIRECTLY TO
THE SCULPTURE FOUNDATION
2525 Michigan Avenue Gallery A-6
Santa Monica, CA 90404
t 310 264 2400 _
f 310 264 2403
INVOICE NUMBER 3 OF 3
oc . O APPROVED A TO
FORM BY: Tig
AGREEMENT FOR SALE OF WORK OF ART
THIS AGREEMENT made this, 27th- day of, November 2007, by
and between THE SCULPTURE FOUNDATION, INC., a New Jersey Corporation
(hereinafter referred to.as the "Foundation"), and The City of Carmel, Indiana, (hereinafter
referred to as the "Collector"). k:, r (3,500
WHEREAS the Foundation is.the exclusive representative for the works of J. Seward
Johnson (hereinafter referred to as the "Artist"), for the pti pose of exhibition and sale of the
Artist's works.
WHEREAS the Artist has created (or will create) those certain Works of Art
(hereinafter referred to as "the Works"):
Description of Works: (See Attachment Al
Dimension: life-size
Media : bronze and various cast metals
NOW TFLEREFORE the parties agree as follows:
1. Sale: The Foundation agrees to sell and the Collector agrees to purchase the
Works for a-total price of$979,000.00(hereinafter the "Purchase Price"). It is
understood by both parties that the terms herein are subject to annual appropriations
second payment of$213,500.00 is due and is payable on January 151`2008. The third
payment of$213,50090 is due and is payable on January 1' 2009. The fourth payment
of $213,500.00 is due-and is payable on January 1st 2010. The fifth payment of
$213,500.00 is due and is payable.on January 1' 2011. Any applicable sales taxes will be
the sole responsibility of the Collector.
2. Termination. In the.event the Collector terminates this Agreement prior
to payment of the full Purchase Price,.all payments made under Section 1 herein will be
nonrefundable and the Collector will be liable for all further costs and fees incurred by
the Foundation at the time the Collector terminates this Agreement, as determined
solely by the Foundation, which may be in excess of any payments made.herein under
Section 1. If this Agreement is_ terminated by the Collector,-all title, right and interest in
any of the Works will be controlled according to the following parameters: if the.first
payment only has been timely received, the Collector Will receive title to only Works
identified in Attachment A, Section 1. If the first two payments have been timely
received, the Collectorwill receive title to only the Works identified in Attachment A,
Sections 1 and 2. If the first three payments have been timely received, the Collector
will receive title to only the Works identified in Attachment A, Sections 1, 2 and 3. If the
first four payments have been timely received,'the Collector wiil_receive title to only the
Works identified in Attachment.A, Sections 1, 2, 3, and 4. All Works delivered that title
has not passed to the-Collector will be returned to the Foundation at the Collector's
expense. Any restorations necessary to return said Works to theiroriginal state tvill be
billed to and be the sole responsibility of the Collector at the.Foundation's ordinary
rates. _
In addition to the above terms of termination and any payments required
pursuant thereto, in the event Collector terminates this Agreement prior to payment of
2
the full Purchase Price, Collectoragrees to pay the Foundation the difference between
the "Carmel Special Pricing" and the "Published Price" as listed in Attachment A of this
Agreement, including all modifications fees'("Termination Fee") immediately upon
termination for all Works where title has passed to the Collector pursuant to
paragraphs 2 and 8 of this Agreement.
3. Delivery and Installation. The Foundation guarantees that the Works, as
described in Attachment A, will be•ready for shipment to a location designated by the
Collector within twenty-four (24) months from the signing of this agreement and the
date of the first payment due. The order of shipment of the sculptures will be in
accordance with Attachment A. The Purchase Priceshall be F.C .B. the Artist's studio
located at 60 Sculptor's Way, Mercerville, NJ 08619. Delivery and installation, including
all shipping charges, shall be the Collector's responsibility and the Collector's expense,
and insured by the Collector for the full Purchase Price. If requested by Collector, the
Foundation shall make the shipping arrangements for Collector. If requested by the
Collector, the.Foundation shall provide consultation with Collector's architect, engineer
or contractor to develop a design and specifications'for the installation site, at the
Foundation's standard rates. The Collector shall consult and obtain the written
approval of the Foundation on all aspects of the representation and display of the
Works, including signage and any relocation of the Works after theoriginal installation.
4. Non-Destruction. Collectorwill not undertake or permit any
intentional destruction, damage or modificati on to any of the Works.
5. Restoration_ If any of the Works are damaged, the Collector will give
the Foundation written notification of,same before any restoration is undertaken and
the Foundation shall.have the Eirst opportunity to restore the Works; atits standard
•.charges then in effect. I. the Foundation elects not to restore the Works, the Collector
3
rntiSt and i. authbriZed tO;unc ertake;the4flill repair and restoration of.the Woks
independently. If restoration is-needed priorto'fiill payriient•of the Purchase Piice; the
Collector will be:'finaricially respo"risilile.for°ill expenses and coriservztiori. /kW-tough
title does not transfer until•full paymient of the PiirchaSe,Pr•ce; (except asnoted in
'Sedhion.-),-the maintenance°anci upkeep oteach.of the Works is the responsibility of the
Collector after the'Works are:received for delivery under Section 3.
6: Copyright_ The Artist, Foundation, and'!or-their successor(s), heir(s)
.andi or assign(s),is f.are the copyright,ownei-(s) of the Works and sha111retaip.all
copyright oc■wnership'in.the.Works. The Collector agrees to never contest the copyrights
of°the Artist, Foundation; aiid/or'their successoi(s), lieir(s), and/or3assign(s)Lin the,
Works. It:is Understood`that any photogtaphic;oi other image;inclut iri any
denivat7•.ve,:df the Works may not.befused-for.commerci l.pitrposes: If,the Collector
desires to use:a�two-di mensiohal image,of the Works for a commercial or non-
com,rnereial•purpose,•the Collector-must submit a written request tolhe;Foundation.for
approval prior-to any<such•use. :Non-commercial l-wo-ii:mensional images,of the.Works
for media and promotional purposes will be generally permitted. All approved Images
and usegof the Works must show the•following credit line:
'"[11t ,of Work:-to l be'de.1.—Oruiniedl"=by.:.Seward Johnson.
Q [Year of Coiripletion:'to:beapi-ovided] The Sculpture Foui dation.
Non=comrnerci'al news`reporting,:editorial and journali'stic,,phtitos of'the.WOikstequ.irethe,
attribution`copyrightline, bttt do notr•equire ct►ritten approval.
7. Transfer- of,.the Work. The Collector agTeeskto nob fy-the.Foundati'orvof•
the nanie,and-address ofrany new owner of the Works prior.to<an} -transfer. The
Fotiiidatioii;s agreerrient.to any,.saic transfer is.contingerit On the foll.oiving occurring..
4.
prior to any transfer: the Collector notifying the Foundation of the proposed transfer
and providing the name and address of the potential new owner; and the potential new
owner's agreement in writing to be bound by the terms and conditions of this
Agreement, including paragraphs 1 through 10 inclusive. The Foundation will furnish
the new owner with a written history and provenance (a statement of origin) of the
Works, based upon the.notifications of transfer received by the Foundation and its best
information.
8. Title. Title to the Works (exclusive of the copyright herein reserved to
the Foundation and except as otherwise noted in Section 2) shall pass to Collector upon
full payment of the Purchase Price.
9. Indemnification. Each party agrees to indemnify, defend and hold the
other party harmless from any.and all claims, costs, li abilities,'judgments expenses
and/or damages, including reasonable attorneys' fees, arising out any act, omission,
action, inaction, event or other circumstance arising From the sale and/or exhibition of
the Works under this Agreement. The obligation of this paragraph shall survive
termination of this Agreement.
10. Miscellaneous. This Agreement contains the entire understanding of
the parties and shall be binding upon the heirs, successors and assigns of the parties.
Any amendment ornotification of this-Agreement shall be in writing and signed by
both parties. The failure of either party-to insist upon strict performance of this
Agreement shall not be construed as a waiver of any subsequent breach of non-
performance.
11. Arbitration. Any dispute.or difference arising out of this Agreement or in
connection with any of the Works shall be submitted to binding arbitration under the
Commercial Arbitration Rules of the American Arbitration Association. The arbitration
5
shall take place-in Santa Monica, CA and judgment based upon the arbitration award
may be.entered in any court of competent jurisdiction. The arbitration award may
include reasonable attorney's fees on behalf of the prevailing party.
WITNESS our hands and seals the day first herein set forth.
A'11 EST: THE SCULPTURE OU .sa r I, INC.
Caao%C.)
By:
Date: L _ / 0
aula-A..Stoeke
Title: Director and Curator
4\r/ S: THE CITY aF CARREL, INDIANA •
".;.0
/60�...o ' By:
_
Date: -,
`44�
Print: 4'';'it t:'';�:y�lf
Title: .
6
•
•
•
RESOLUTION:NO:BP W-01-1.6-0844-06.
•
- • RESOLUTION OF•THE CITY'OF C4RMEL BOARD'OF RUBLIC'WORICS AND SAFETY
'RATIFYING MAI'ORAL•STGNATURE ON AGREEMENT
WkIEREAS,;the executive officer of a municipality has the right and authority under,Indiana. law to
enterinto•confracts on behalf'Of the rnunicipal.corporation; and
• WHEREAS, due to the exigencies-of time, City of Carmel Mayor James Brainard, upon-the.advice of
the.CarnteI,City Attorney,.exectited\ihat certath Agreemerit.Forsale Of Work Of Art ("Agreement"), attached
. and incorporated herein as Exhibit•."A" •and
WHEREAS, the Ciiy.of CarmeLBoard cif Public Warks.and Safety now desires to,ratify the above
actions of Mayor Brainard and to adopt the same;as-the act.of.theBoard:
-NOW; THEREFORE, BE.IT_RESOLVED by the Board of Public Works and Safety of the City of
Carmel,"Indiana,.that:
•
1..The foregoing R:ecitals.are fully incorporated herein,by this,reference.
' 2. The actions.offMa'yor James Brainard in executing'the.Agreement are hereby. ratified and such
actions are hereby.approved and adopted by the Board.as its--"own;
Approved and Adopted this 1(r9± day of , 2 008.
CITY OF;CATO/1EL,INDIANA
By and through its l3oai•d ofPublic•Works•andSafety
BY: /`
ames'Brainard P,resid'n Officer`
Date:, , , '-0 p i
Lori S. Watso•, ember
D•te: Q: i . •
Mary Burce, em br
Date:' J�----ar?
A'Ff . T:
Sandra, John. so -
/
Deputy Clerk for
• • .,: Jai Al .d/:::/
.'r,,iana Cordray, .IA ME�1OlPrk.-T/ rer .
Date: /ff
•i,bmmo,d t.,q,p1m,cbwmuu34r+-mntaim:7004%.4m+xnnimurzman1... fpo;oneee.,time
ATTACH1S FNT A
The Wofks-.af J. S-etivatd,johns.on
To be delivered in the following order-
'1'41i-shed price Carmel Special Pricing,Itemized_
(with modification (including-modifications)
fee noted rn addition)
Section One
1 Holding;O of
older woman with shopping bag - $86,000 $764000
•2 The Right Sight
artist at easel" $120,000 :$118,000
niodifcAhofi feeita chnige carrvns,to.re/lect scene $8;000
Section Two
lYs You,Welcome
.smiling:security guard $86,000 $77,000
4
•
Unconditio'nai Surrender
Kissing sj filar•anci nurse from VJ Day $1911,000 $122;000
SeetionThree
5•My World
tittle girl with,book $80.100 $770,000
6 Whti's'iin.Charge-
boy=tiding,on fathe'r's shoulders $100,000 $88;000
7 Bit Sieter
girt;tyiing her-siter's shoe $90;000 $82,000
Section'Four
8-One°Man's Search /
tioy.ieading it school sweater $86;000 $78,000 'V
inndificahou fee:fo cluiitge einirJenr; $4,000
to.Grnrlei High School
9 Things'to Do
seated woman'writing,a-list $86,000 $80;000
urodrfcntion fee to upitate enrrrhgs,. $8;000
pad.withifesi,gn notes,ilr7lr orr,bench
Section=Five
10 8lemental
couple y,-,ith,umbrella $120,000- $110,000
•
modification s to gdil nnhgue grimy,bits $10;000.
11 Ambassador•of the:Streets
ley oman walkirig dog $86;000 $78,000 y
modification fee' 11;000
TOTAL, $1421;000 $9791000
Worthley, Matthew D
crom: Jenee Castellanos (Castellanos @sculpturefoundation.org]
,ent: Wednesday, November 17, 2010 1:27 PM
To: Worthley, Matthew D
Cc: Laura Pasit; Amy Blank
Subject: Sculpture payment information
Attachments: Carmel, IN invoice 2483 01-01-11.pdf
Hi Matt,
Attached is the invoice that was sent to the Mayor's office in October. The amount due is
$213,500.00. Our wire information is as follows:
Bank of America, 3140 Princeton Pike, Lawrenceville, NJ 08648, U.S.A.
ABA #: 026009593
Account #4203-028281
Account name: THE SCULPTURE FOUNDATION, INC.
Also, if you could forward contact information for the person who would handle receiving the
latest sculpture when it's ready to be shipped at the beginning of next year. We will need
to send an invoice for these shipping charges as well. Shall I forward that to you directly?
Thank you for your help with this. Please let me know if you have any problems or additional
questions.
e.st regards,
Jenee
Jenee Castellanos
Associate Curator
THE SCULPTURE FOUNDATION
2525 Michigan Ave. A6
Santa Monica, CA 90404
T: 310-264-2400
F: 310-264-2403
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The Sculpture Foundation, Inc. Check: 26
2525 Michigan Ave Date: 11/17/2010
Galley A-6 Vendor: THESCUL1
Santa Monica, CA 90404
Prior
Invoice P.O. Num. Invoice Amt Balance Retention Discount Amt. Paid
111710 213,500.00 213,500.00 0.00 0.00 213,500.00
Final sculptures
213,500.00 213,500.00 0.00 0.00 213,500.00
26
11/17/2010 **********213,500.00
THE SUM OF TWO HUNDRED THIRTEEN THOUSAND FIVE HUNDRED DOLLARS
The Sculpture Foundation, Inc.
2525 Michigan Ave
Galley A-6
Santa Monica, CA 90404
The Sculpture Foundation, Inc. Check: 26
2525 Michigan Ave Date: 11/17/2010
Galley A-6 Vendor: THESCUL1
Santa Monica, CA 90404
Prior
Invoice P.O. Num. Invoice Amt Balance Retention Discount Amt. Paid
111710 213,500.00 213,500.00 0.00 0.00 213,500.00
Final sculptures
213,500.00 213,500.00 0.00 0.00 213,500.00