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Home My WebLink AboutKIMBERLY DURANINSMANGE i 7 REO(iPr D WURK iAY ?kOrEED CLLRK OF COUNCIL o RALN N-2020-007 SANTA ANA POLICE DEPARTMENT FAMILY JUSTICE CENTER City of Santa Ana �4 2020 ARTIST AGREEMENT This agreement is made and entered into this 12 day of December, 2019, by and between the City of Santa Ana, a charter city and municipal corporation (hereinafter "City'), and KIMBERLY DURAN (hereinafter "Artist") selected to create artwork for the Santa Ana Police Department Family Justice Center. In consideration of the promises contained herein, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: A. Project 1. Artist will create one (1) piece of artwork to submit to the City. The title(s) of the artwork shall be attached as Exhibit A to this Agreement. 2. Artist will not be required to physically paint, alter or provide any form of creative work to the location site for the Project. Work provided by the artist will be done at the artist's location or studio. 3. All work will be submitted to the City in a digital format, including but not limited to, size of file, resolution, image file format (i.e..png, .jpeg, .tif, .gif, etc.), as requested by the City at the time of assignment. The work will be due within (#) week(s) of the start of the assignment. 4. City will receive the digital work and assign a third party vendor to transfer the image to a vinyl wrap. The final version of the completed vinyl wrap may be subject to slight revisions to meet vendor specifications with respect to image quality. The vinyl wrap will be installed, maintained, repaired and removed by the City. 5. Artist recognition via signature on the work may be no larger than 3" x 5". 6. Artwork may not contain advertising, religious art, sexual content, negative or violent imagery, convey political partisanship or include any hidden, subliminal or camouflaged messages or statements of any kind or nature. 7. Artwork may not include any breach of intellectual property, trademarks, brands, images of illegal activity or involve the attachment of any objects to the box. 8. City shall display the artwork at the Family Justice Center at the Santa Ana Police Department. 1 B. Property Rights 1. The completed work will be the property of the City, which retains the sole and absolute right and discretion to maintain, remove, modify, or replace the Family Justice Center, components of the Family Justice Center, or the artwork if necessary without compensation or notice to the artist. 2. The Artist grants to the City a lifetime non-commercial license regarding the work(s) listed in Exhibit A. The City shall have the rights to use any images, photographs or video of the artwork and the installation process for publicity or promotional purposes and Artist agrees that the work product created by the City for these purposes shall remain the sole property of the City. C. Payment 1. The City will compensate the Artist in the amount of five hundred dollars ($500) for each transmitted digital image. The Artist will receive payment for each transmitted digital image within 30-days of completing the work. Payment need not be made for work which fails to meet the standard of performance specified in Section 1 of this Agreement. D. Indemnity and Release of Liability 1. Artist shall defend, indemnify, protect and hold harmless the City, or their elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including without limitation attorney's fees) arising out of or alleged by third parties to the by the result of the negligent acts, errors or omissions or the willful misconduct of the Artist, and Artist's employees, subcontractors or other persons, agencies or firms for whom Artist is legally responsible in connection with the execution of the work covered by this agreement. Artist shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent declaration by the Artist. Artist's obligations shall survive the termination of this Agreement. 2. Artist agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting or installation of the artwork. E. Termination 2 1. The City may terminate this Agreement at any time for any reason. If the Agreement is terminated by the City after the installation of the artwork has commenced, Artist shall be entitled to reasonable compensation for work performed to date, minus any offset representing the City's damages should termination result from Artist's breach of contract. Artist hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. F. General Terms 1. Artist and any of the Artist's agents, employees or representatives are, for all purposes under this agreement, an independent contractor and shall not be deemed to be an employee of the City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, work's compensation benefits, injury leave or other leave benefits. 2. Neither party shall assign any rights or obligations under this Agreement. 3. Each party covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 4. Each party warrants that they have executed this Agreement knowingly, freely and voluntarily and with full knowledge of its legal consequences. All parties involved warrant and represent that, prior to executing this Agreement, each party has had the opportunity to review and consider this matter with legal counsel, and that the terms of this Agreement, and its consequences, are fully understood by each party. 5. This Agreement represents the entire agreement and understanding between the parties, and supersedes any and all prior agreements and understandings between the parties, whether oral or written. 6. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of • APPROVED AS TO FORM: SONIA R. CARVALHO City^gorney n TAMARA BOGOSIAN' Assistant City Attorney CITY OF SANTA ANA IS -FINE RIDGE City Manager Recommended for Approval: of of Police N