SAMPLE - ART INSTALLATION AGREEMENT THIS ART INSTALLATION AGREEMENT (the "Agreement") is made and entered into this day of , 2017 (the "Effective Date"), by and between the Town of Superior, a Colorado municipal corporation with an address of 124 East Coal Creek Drive, Superior, Colorado 80027 (the "Town"), and , an independent contractor with an address of , ("Artist") (each individually a "Party" and collectively the "Parties"). WHEREAS, the Town owns the real property more particularly described and depicted in Exhibit A, attached hereto and incorporated herein by this reference (the "Premises"); and WHEREAS, the Town wishes to purchase Artist's artwork for installation on the Premises. NOW THEREFORE, for and in consideration of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SECTION I – INSTALLATION A. Artist shall complete the creation, fabrication and installation of the artwork described in Exhibit B, attached hereto and incorporated herein by this reference (the "Art") on or before , (the "Installation Date"). Artist shall perform all services and furnish all supplies, material and equipment as necessary for the creation, fabrication and installation of the Art. The installation shall comply with this Agreement and applicable law. B. Prior to installation, Artist shall provide the Town with a site plan showing the exact location(s) of the Art on the Premises. C. Artist shall be respectful of adjacent property owners, businesses and spectators wishing to observe the fabrication and installation of the Art. The Town will provide Artist with a description of site conditions, time of day that installation may commence and finish and any special requirements to assist Artist in respecting neighboring property owners. D. Delivery of materials and equipment shall comply with applicable Town regulations. Artist is responsible for scheduling deliveries with the Town. Permission to drive vehicles onto pedestrian walkways for the purpose of delivery of materials or equipment must be obtained from the Town at least 72 in advance of the scheduled delivery. E. Artist shall make no alterations, additions or improvements in or to the Premises, other than the installation of the Art, without the Town's prior written consent. Any authorized alterations shall be performed in a good and workmanlike manner. F. The Town shall be responsible for the lighting of the Art. Artist will work cooperatively with the contractor selected by the Town to complete the lighting. SECTION II – COMPENSATION A. The Town shall pay Artist a total fee of $ for the installation of the Art in compliance with this Agreement. The fee shall constitute full compensation for all services and materials to be performed and furnished by Artist under this Agreement, including all costs relating to delivery. B. The fee shall be paid as follows: 50% upon the Effective Date and 50% upon the Town's acceptance of the Art. The Town shall determine acceptance within 10 days of Artist's notice to the Town that the installation is complete. C. If the installation of the Art is not completed by the Installation Date, as may be extended by the Parties, Artist shall incur a penalty of 15% of the balance still remaining due to Artist, for each day. SECTION III – WARRANTIES A. Artist warrants to the Town that Artist has created the Art and possesses unencumbered title to the Art and the Art has not been offered or accepted for sale elsewhere. B. Artist guarantees all parts and workmanship for the Art for 3 years following the Effective Date and during that time, Artist shall replace any defective parts or rework any defective craftsmanship in a timely fashion at no cost to the Town. SECTION IV – MAINTENANCE AND CHANGES A. While Artist should design the Art to be relatively maintenance-free, the Town shall be responsible for maintenance of the Art, including periodic cleaning as necessary to remove the buildup of dust and dirt. Notwithstanding the foregoing, the Town shall not be liable for degradation caused by normal wear and tear, vandalism, theft, damage by motor vehicles and weathering. B. The Town shall not intentionally alter, modify or damage the Art without the prior consent of Artist, except when necessary to protect the public health, safety or welfare. C. The Town shall notify Artist of any proposed significant alteration of the property on which the Art is installed if, in the Town's reasonable discretion, such alteration would affect the intended character and appearance of the Art. D. Artist shall notify the Town of any changes in Artist's contact information as shown in the Notice section below. If a failure to do so prevents the Town from locating Artist, such failure shall be deemed a waiver by Artist of the right to enforce any provision of this Agreement requiring the approval of Artist. SECTION V – INSURANCE AND INDEMNIFICATION A. The Town and Artist stipulate and agree that the value of the Art is $ . The Town shall insure the Art against loss or damage to the Art itself, but only up to that stipulated value. The Town shall not, however, insure Artist against any third-party claims arising out of or connected with the Art or Artist's activities under this Agreement – any such insurance shall be the sole responsibility of Artist. B. Artist hereby indemnifies and holds harmless the Town, its officers, agents and representatives from any claim by any third party for injury, loss or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with the Art or Artist's activities pursuant to this Agreement. SECTION VI – REPRODUCTION RIGHTS A. Artist reserves all rights to the reproduction of the Art except that Artist grants to the Town an irrevocable license to make photographic reproductions of the Art without compensation to Artist, provided that these rights are exercised in a tasteful and professional manner, and Artist is duly credited. All reproductions by the Town shall contain a credit to Artist and a copyright notice substantially in the following form: "Copyright, ", with the date of publication. B. The Town is not responsible for any third-party copyright infringement or for protecting the intellectual property rights of Artist. Artist holds the Town and its officers, employees, representatives and agents harmless from any claim of copyright infringement pertaining to the Art. C. Artist shall use Artist's best efforts to give a credit reading substantially as "an original work commissioned by the Town of Superior" in any public showing under Artist's control of photographic and video reproductions of the Art. SECTION VII - MISCELLANEOUS A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Boulder County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third-party beneficiaries to this Agreement. E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre-paid, first class U.S. Mail to the Party at the address set forth on the first page of this Agreement. F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification. This Agreement may only be modified upon written agreement of the Parties. H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. L. Independent Contractor. Artist is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Artist to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Artist for all purposes. Artist shall make no representation that it is a Town employee for any purposes. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.