Box Studio, LLC/Eng/115,000/Stone Paper Scissors Art Installation Box Studio,LLC
Engineering Department-2017
Appropriation#2016 COIT Bond Fund P.O.#: 100724 /Q +
Contract Not To Exceed$115,000.00 - n t.O
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AGREEMENT FOR SALE OF WORK OF ART
THIS AGREEMENT FOR SALE OF WORK OF ART ("Agreement") is hereby entered into by and between
the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (the "Collector"), and Box
Studio, LLC, ("Box Studio").
WHEREAS, Box Studio is the exclusive representative for the works of Kevin Box (the "Artist"), for the
purpose of exhibition and sale of the Artist's works.
WHEREAS, the Artist has created (or will create) the Work of Art entitled "Stone Paper Scissors 2013" (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:
1. ACKNOWLEDGMENT, ACCEPTANCE:
Box Studio 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.
2. PERFORMANCE:
Box Studio agrees to sell and the Collector agrees to purchase the Work for a total purchase price of One
Hundred Fifteen Thousand Dollars ($115,000) (the "Purchase Price"). The Purchase Price includes the
Work and shipping costs. Box Studio shall pack and arrange pickup and delivery of the completed Work to
the Installation Site (the "Site") as specified by the Collector. The Collector shall assume ownership and
liability for the Work once it is packed aboard its transport vehicle. The Collector shall be responsible for the
cost of delivery and installation of the Work. The Artist shall coordinate with the Collector to prepare the Site
for installation. The Collector shall use its best efforts to secure the Site and protect the public during
installation of the Work. The Collector will use City of Carmel budget appropriation number 2016 COlT Bond
funds to pay the Purchase Price.
3. PRICE AND PAYMENT TERMS:
3.1 Box Studio shall submit an invoice for the Purchase Price of the Work to Collector. Collector shall
pay Box Studio the Purchase Price of the Work within thirty (30) days of the execution of this
Agreement, so long as and to the extent such Work is not disputed, is in conformance with the
specifications set forth in Exhibit A, and Box Studio has otherwise performed and satisfied all the
terms and conditions of this Agreement.
3.2 Box Studio agrees not to provide any goods and services to Collector that would cause the total cost
of the Work provided by Box Studio to Collector hereunder to exceed the Purchase Price, unless
Collector has previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Box Studio expressly warrants that the Work will conform to those certain specifications, descriptions and/or
quotations regarding same as were provided to Box Studio by Collector and/or by Box Studio to and
accepted by Collector, all of which documents are incorporated herein by reference, and that the Work will be
delivered in a timely, good and workmanlike manner and free from defect. Box Studio 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 Box Studio based upon Collector's stated use and are fit and sufficient for
their particular purpose.
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Box Studio, LLC
Engineering Department-2017
Appropriation#2016 COIT Bond Fund P.O.#: 100724
Contract Not To Exceed$115,000.00
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.
6. COPYRIGHT:
The Artist, Box Studio, 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, Box Studio, 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 Box Studio for 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 Box Studio: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Box Studio'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 Box Studio; and (2)
exercise all other rights and remedies available to Collector at law and/or in equity.
8. INDEMNIFICATION:
Box Studio 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.
Box Studio 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.
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Box Studio, LLC
Engineering Department-2017
Appropriation#2016 CO1T Bond Fund P.O.#: 100724
Contract Not To Exceed$115,000.00
11. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Box Studio 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 Box Studio under or pursuant to this Agreement
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 is the 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: Collector of Carmel AND Douglas C. Haney,
One Civic Square Corporation Counsel
Carmel, Indiana 46032 Department of Law
One Civic Square
Carmel, Indiana 46032
If to Box Studio: Box Studio, LLC
3453 State Highway 14 N
Cerrillos, NM 87010
ATTENTION: Jennifer Box
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 Box
Studio, immediately terminate this Agreement for cause, in the event of a default hereunder by Box Studio
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, Box Studio 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, Box Studio certifies and represents that it does not knowingly employ
unauthorized aliens.
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Box Studio,LLC
Engineering Department-2017
Appropriation#2016 CO1T Bond Fund P.O.#: 100724
Contract Not To Exceed$115,000.00
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.
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 Box Studio.
21. IRAN CERTIFICATION:
Pursuant to I.C. § 5-22-16.5, Box Studio shall certify that, in signing this document, it 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 Box Studio 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.
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Box Studio,LLC
Engineering Department-2017
Appropriation#2016 COLT Bond Fund P.O.#: 100724
Contract Not To Exceed$1 15,000.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
COLLECTOR OF CARMEL, INDIANA BOX STUDIO, LLC
by and through its Board of Public
Works and Safety
By: By:
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Jame Brainard, Presiding Officer Authorized Sig ut
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Mary An urke, Member
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Lori S. W. son, ),`' bell FID/TIN: [D." LiC(P` 4 2
Date: /OI%/i 7
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Christine S. Pauley�rk�reyl�,�l��
Date:
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Rock Paper Scissors is a game of chance
,-'w 4 and of choice and it's a way of making a
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wins over paper, Paper wins over Rock,
Rock wins over Scissors, When deciding
who sits in the front seat, this can be a fun
' . way on decide, but on serious matters take
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careful consideration and communication.
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/ Stone Paper Scissors 2013 4
/ by Kevin Box
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/ 103" X58" x34"'
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o INDIANA RETAIL TAX EXEMPT Page 1 of 1
City of Carmel el CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER
�ll� FEDERAL EXCISE TAX EXEMPT 100724
ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,A/P
CARMEL, INDIANA 46032-2584 VOUCHER,DEUVERY MEMO,PACKING SLIPS,
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997 SHIPPING LABELS AND ANY CORRESPONDENCE
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
9/12/2017 371914 Project 16-ENG-16
BOX STUDIO LLC City Engineering's Office
VENDOR 3453 STATE HWY 14 N SHIP 1 Civic Square
TO Carmel, IN 46032-
CERRILLOS, NM 87010- Kate Lustig
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
18928
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Department: 2200 Fund: 0 COIT Bond Fund
Account: 94-650.04
1 Each Stone Paper Scissors Art Installation $115,000.00 _ $115,000.00
Sub Total $115,000.00
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Send Invoice To:
City Enninaarinn'c fly.-n
Skip Tennancour
American Structurepoint, Inc.
8425 Wicklow Way N I
Brownsburg, IN 46112
2016 COIT Bond PLEASE INVOICE IN DUPLICATE
l DEPARTMENT I ACCOUNT I PROJECT I PROJECT ACCOUNT I AMOUNT
PAYMENT $115,000.00
SHIPPING INSTRUCTIONS 'A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
'SHIP PREPAID. PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
*C.O.D.SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL L/�(+ ,
'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 -7� 'r`.e/e
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY
Jeremy Kashman James Crider
TITLE Director Administration
CONTROL NO. 1 00724 CLERK-TREASURER