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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 ✓�c1"tg1c ot VZ ..k. I 5,6 c, es 4- 213, Soo S ` • 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 L'1':sci.4-1111-11.1k } •..,..),„),NT,0,,,. _____, tl--.:,3, _.,.:,...,;\--...---;%--. - ,"ii,',...,.,'- r,-; 'CONTACT ABOUT US RECENT EVENTS EXHIBITIONS&LEASING EDUCATION BOOKS l PUBLICATIONS Coo tact Inquiries Related to Exhibitions,Press,Sales, &Other Curatorial Matters; 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 4 5 , Cc c.,I pi-i-EAQ_ -- \c I P s ��� �G1 I _ A 5- c1 (9('4 'L 0 i\ 40 0,4111k,- ®f gii Contact Pi ivacy Policy Copp ight Copyright tP2010 The Potpie FoundetionReee veils 1•4.1-....•//a.an....,4-1,—..,.,,1..4-.,,.o4 m 400+;—„, ne-vr-,Inr-r t+'„t„-k,, 11/17on i n 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 This outbound email has been scanned by the MessageLabs Email Security System. For more information please visit http://www.messagelabs.com/email 1 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