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THIS AGREEMENT is made and entered into this _____ day of __________________, 20__, by and between the Carbondale Public Arts Commission, a commission of the Town of Carbondale, a municipal corporation of the State of Colorado (“CPAC”) and the undersigned artist, _________________________________________________________, whose address is ____________________________________________________________________ ( “Artist”). RECITALS A. In 2003, CPAC established the Art aRound Town art program, which is an annual, year-long street exhibition showcasing outdoor sculptures in visible places around the Town of Carbondale. B. By Resolution No. ___, 2015, the Town of Carbondale Board of Trustees authorized CPAC to enter into this form of Agreement with artists in order to promote the Art aRound Town program and arts within the Town of Carbondale. C. Artist submitted an application in response to CPAC’s “Call for Entry” for this year’s Art aRound Town exhibition, including Artist’s contact information, digital images of the artwork, weight of the artwork, price of the artwork, and all special display and installation requirements for the artwork (collectively, the “Proposal”). D. Artist has been selected by CPAC to design, execute, fabricate, deliver and install the artwork, consistent with the Proposal and as ultimately conceived, designed, fabricated, transported, delivered, engineered for installation, and ultimately installed by Artist (the “Work”) in accordance with the Major Dates Schedule, attached to this Agreement as EXHIBIT A and incorporated into this Agreement by this reference; E. A depiction of and title to the Work, so given by the Artist, is attached to this Agreement as EXHIBIT B and incorporated into this Agreement by this reference. F. Artist seeks to install the Work, consistent with the Proposal, at a CPAC-selected street display site within the Town of Carbondale (the “Site”) as part of the Art aRound Town exhibit period, and CPAC seeks to pay Artist a $500 honorarium to defray the costs of delivery of the Work. AGREEMENT In consideration of the premises and the mutual covenants herein contained, and subject to the terms and conditions hereinafter stated, CPAC and Artist agree as follows: 1. ART aROUND TOWN INSTALL, DISPLAY, & REMOVAL. (a) Generally. (i) Artist shall perform all services and furnish all supplies, material and equipment as necessary for the design, execution and fabrication of the Work, and shall, either directly or through qualified sub-consultants, undertake the transportation of the Work to the Site. (ii) The Work shall be committed to CPAC for the duration of the Art aRound CPAC exhibit period, even in the event of a sale. (b) Consistency of Work with Artist’s Proposal. (i) After CPAC’s written approval of the Proposal, Artist shall complete the fabrication and transportation of the Work in conformity with the Proposal. (ii) Artist shall present to CPAC in writing for further review and approval any significant changes in the scope, design, color, size, material or texture of the Work. If there is a significant change to the Work, as determined in CPAC’s sole discretion, or if Artist seeks to substitute the artwork described in the Proposal with different artwork, CPAC may elect not to include Artist in the Art aRound Town exhibit and terminate this Agreement. (c) Delivery and Installation of Work. (i) Artist is responsible for ensuring that the Work is made to be installed for public display, including ensuring that the Work is safe for pedestrians, of appropriate scale for street display, able to withstand high winds and/or substantial temperature changes, easy to maintain in an outdoor mountain environment, and freestanding but attachable to concrete pedestal, steel base, or mounting plate (provided by CPAC) for exhibit purposes. (ii) Artist shall identify to CPAC any and all special display and installation requirements for welding or bolting the Work to a concrete pedestal, steel base, or mounting plate for exhibit purposes. (iii) Artist shall deliver the Work for installation to a CPAC designated Site in accordance with the Major Dates Schedule, attached to this Agreement as EXHIBIT A and incorporated into this Agreement by this reference. (iv) CPAC shall pay Artist a five hundred dollar ($500) honorarium to defray the costs of delivery of the Work. (v) CPAC shall install the Work, with all necessary assistance and support from Artist as required by CPAC. CPAC reserves the right to make all installation and placement decisions and to make emergency repairs to the Work when necessary, as determined by CPAC in its sole discretion. (vi) CPAC shall install signage for the Work to identify Artist, the Work’s title, if any, and the Work’s price, in accordance with the Proposal. (d) Marketing, Sale, & Donation of Work. (i) CPAC shall produce and distribute informational materials regarding the Work for marketing purposes, including photographs of the Work for publicity or study. (ii) The purchase price for any sale shall be consistent with the price listed in Artist’s proposal, unless Artist has provided sixty (60) days’ advance written notice to CPAC of a price increase or decrease for the Work. (iii) In the event of a sale of the Work during the exhibit period or ninety (90) days following the exhibit period, CPAC shall receive the full purchase price from the purchaser, and CPAC shall then remit to Artist the purchase price less CPAC’s commission of 25% of the purchase price. (iv) In the event either Artist or a third party seeks to donate the Work to CPAC, Artist, CPAC, and any such third-party shall enter into a donation agreement. (e) Decommission & Removal of Work. (i) Upon conclusion of the Art aRound Town exhibit period and by the Decommission & Removal Deadline set forth on EXHIBIT A, Artist shall decommission and remove the Work. (ii) If Artist fails to remove the Work by the Decommission & Removal Deadline, CPAC may decommission, remove, and store the Work, without liability whatsoever, in an interim storage area selected by CPAC in its sole discretion. If Artist does not remove the Work from the interim storage area on or before the Disposal Deadline set forth on EXHIBIT A, the Work shall automatically become the property of CPAC at no cost to CPAC, and CPAC may donate, sell, or otherwise dispose of the Work. (f) Risk of Loss. The risk of loss or damage to the Work shall be borne by Artist during delivery and installation of the Work, and Artist shall take such measures as are necessary to protect the Work from loss or damage. (g) Waiver of Rights Under Visual Artists Rights Act of 1990 (“VARA”). Artist understands and agrees that, as to his or her rights in the Work, the provisions of this Agreement shall supersede the provisions of the Visual Artists Rights Act of 1990 (“VARA”), 17 U.S.C. §101 et. seq., as amended, including but not limited to §106A(a) and §113, as to the Work, and that execution of this Agreement by Artist shall constitute a waiver by Artist, as permitted in 17 U.S.C. §106A(e), as amended, of any and all rights or protections in the Work, and any uses of the Work whatsoever, set out in or otherwise granted by 17 U.S.C. §101, et seq., as amended, including but not limited to §106A(a) or §113, or otherwise in the nature of "Droit Moral" under which artists claim an interest in the Work. Artist understands that, despite CPAC’s commitment not to intentionally damage, alter, or modify the Work without the prior written approval of Artist, installing, exhibiting, removing, or storing the Work may subject the Work to destruction, distortion, mutilation, or other modification. 2. COORDINATION AND LIAISON CPAC orders and directs all services under this Agreement and, until otherwise notified by the Town Board of Trustees, is designated as the authorized representative of the Town through whom services performed under this Agreement shall be coordinated. Artist agrees that during the term of this Agreement, Artist shall fully coordinate all work hereunder as directed by CPAC and other Town agencies or departments. 3. WARRANTIES REGARDING THE WORK Artist represents and warrants to CPAC that: the Work is available for purchase; the Work is solely the result of Artistic effort of Artist; the Work is unique and original and does not infringe upon any copyright; the Work is free and clear of any liens or claims from any source whatsoever; the Work, as fabricated and installed, will be free of defects in material and workmanship, including any defects consisting of “inherent vice” or qualities which cause or accelerate deterioration of the Work; the Work is professionally constructed of durable materials; the Work does not have easily damaged parts, is suitable for indoor and/or outdoor public display, and is constructed in a manner to avoid potential liability, safety risks to the general public, or maintenance (except cleaning). 4. SUBJECT TO LOCAL LAWS; VENUE The provisions of Colorado law, the Town of Carbondale Home Rule Charter, the Town of Carbondale Municipal Code, ordinances, and regulations, as the same may be amended from time to time, are hereby expressly incorporated into this Agreement as if fully set out herein by this reference. Venue for any action arising hereunder shall be in Garfield County, Colorado. 5. INSURANCE CPAC shall maintain insurance coverage for vandalism, theft, or damage to the Work during the exhibit period. In the event of damage to the Work, CPAC shall pay the five hundred dollar ($500) deductible under such insurance. CPAC may order an appraisal of the Work for purposes of maintaining adequate insurance coverage. Artist shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. 6. INDEMNIFICATION Artist shall defend, release, indemnify and save and hold harmless CPAC against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of CPAC, and shall defend, release, indemnify, and save and hold harmless CPAC from any and all claims, demands, suits, liabilities, actions, causes of action, or legal or equitable proceedings of any kind or nature, of or by anyone whomsoever, in any way resulting from or arising out of Artist’s activities in connection herewith, including acts or omissions of Artist or his or her officers, employees, representatives, suppliers, invitees, licensees, subconsultants, contractors, and agents; provided, however, that Artist need not indemnify and save harmless CPAC, its officers, agents, and employees from damages proximately resulting from the sole negligence of CPAC’s officers, agents, and employees. This indemnity clause shall also cover payment of CPAC’s defense costs in the event that CPAC, in its sole discretion, elects to provide its own defense. 7. NO THIRD PARTY BENEFICIARY It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to CPAC and Artist, and nothing contained in this Agreement shall give or allow any such claim or right of action by any other or third person on such Agreement. It is the express intention of CPAC and Artist that any person or entity other than CPAC or Artist receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only. 8. NOTICES All notices, requests, demands, and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by certified mail, return receipt requested, postage prepaid, as follows: If to CPAC: Town of Carbondale Town Hall ATTN: Laurie Lindberg, CPAC Liason 511 Colorado Ave. Carbondale, Colorado 81623 If to Artist: The address first above written. 9. SEVERABILITY It is understood and agreed by the parties hereto that if any part, term, or provision of this Agreement is held by the Courts to be illegal or in conflict with any law of the State of Colorado, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid. 10. SURVIVAL OF CERTAIN AGREEMENT PROVISIONS The parties understand and agree that all terms, conditions and covenants of this Agreement, together with the exhibits hereto, any or all of which, by reasonable implication, contemplate continued performance or compliance beyond the expiration or termination of this Agreement (by expiration of the term or otherwise), shall survive such expiration or termination and shall continue to be enforceable as provided herein for a period equal to any and all relevant statutes of limitation, plus the time necessary to fully resolve any claims, matters, or actions begun within that period. 11. AUTHORITY TO ENTER INTO AGREEMENT The person or persons signing and executing this Agreement on behalf of Artist, do hereby warrant and guarantee that he/she or they have been fully authorized by Artist to execute this Agreement on behalf of Artist and to validly and legally bind Artist to all the terms, performances and provisions herein set forth. 12. COUNTERPARTS OF THIS AGREEMENT This Agreement shall be executed in counterparts, each of which shall be deemed to be an original of this Agreement. (Remainder of page intentionally left blank.)   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CPAC: By: ___________________________________ Name: _______________________________ (please print) ARTIST: By: _________________________________ Name: _______________________________ (please print)