Legal Agreement CONDITIONS GOVERNING ARTIST SELECTION and EXECUTION OF PUBLIC ART GENERAL: Let Music Speak shall provide a contract for signature in the event you are selected, but the following comments will be included in that contract. All funds allocated for this commission are governed by Let Music Speak Inc, a 501c3 organization The artist(s) (the “Artist”) is submitting an application for a commission to design, execute, fabricate, deliver and install a work of art (the “Work”), to be displayed in Paoli, IN, in an outdoor space, TBD. Both parties wish to reasonably promote and maintain the integrity and clarity of the Artist’s ideas and statements as represented by the Work. The Artist will be selected via an open Call for Entry by an independent expert panel. The Artist is ready, willing and able to render such services as an independent contractor. As used in this Agreement, “Work” means the work of art as ultimately conceived, designed, fabricated, transported, delivered and installed by the Artist, after consultation with the Site designers and others. The Work includes all physical components of the complete artwork including but not limited to associated foundations, bases, or mounting brackets or devices, electronic components, video components and all other miscellaneous components necessary to complete the fabrication and installation of the artwork. If selected, the Artist shall perform all services and furnish all supplies, material and equipment as necessary for the design, execution and fabrication of the Work, including but not limited to, payments for all necessary taxes, insurance, small tools, Artist consultants, rental equipment, and all other items incidental to producing a complete and acceptable Work, and shall, either directly or through qualified sub-consultants, undertake the transportation and installation of the Work at the Site. If selected, the Artist shall determine the artistic expression, scope, design, color, size, material, texture, and location on the Site of the Work, subject to review and acceptance by Let Music Speak as set forth in this Agreement. Artist’s Proposal and Design Review If selected for commission, the Artist will submit an initial proposal and develop the design for the Work, in accordance with the proposal letter to Let Music Speak. The Artist shall then prepare and submit to Let Music Speak detailed preliminary working drawings of the Work and the Site, together with such other graphic material as may reasonably be requested by Let Music Speak in order to permit Let Music Speak to carry out preliminary design review and to certify the compliance of the Work with the finally approved preliminary design of the Work. The Artist shall be solely responsible for designing the Work in compliance with all applicable City, State and/or Federal statutes, ordinances, and/or regulations. Following approval of the preliminary design by Let Music Speak, the Artist shall prepare and submit to Let Music Speak detailed working drawings of the Work and the Site, together with such other graphic material as may reasonably be requested by Let Music Speak in order to permit Let Music Speak to carry out final design review and to certify the compliance of the Work with applicable statutes, ordinances, and regulations. The Artist shall be solely responsible for designing, fabricating, constructing, delivering and installing the Work in compliance with all applicable city, state and/or federal statutes, ordinances, and/or regulations. It is expressly understood that the Artist shall have his or her final design reviewed and stamped as approved as to structural integrity by a professional engineer licensed to practice in the State of Indiana. The submission shall also include a written statement detailing anticipated regular and routine maintenance, such maintenance to be provided by Let Music Speak in its sole discretion, as appropriate to maintain the Work in its intended condition. At any point during the design review, Let Music Speak may also require the Artist to make such revisions to the design as are necessary for the Work to comply with applicable statutes, ordinances, or regulations of Let Music Speak, the State of Indiana, or the U. S. Government. Let Music Speak may also request revisions in order for the Work to comply with the finally approved conceptual design of the Work or for other practical and/or non-aesthetic reasons. EXECUTION OF COMMISSION After written approval by Let Music Speak of the Final Design, the Artist shall furnish to Let Music Speak a schedule for the completion of fabrication and installation of the Work, including a schedule for the submission of progress reports, if any. After written approval of the schedule by Let Music Speak, the Artist shall fabricate, transport and install the Work in accordance with such schedule. Let Music Speak shall have the right to review the Work at reasonable times during the fabrication hereof. The Artist shall submit to Let Music Speak progress reports acceptable to Let Music Speak. The Artist shall present to Let Music Speak in writing for further review and approval any significant changes in the scope, design, color, size, material or texture of the Work. Let Music Speak shall in its sole discretion determine whether a significant change exists. The Artist shall notify Let Music Speak in writing when fabrication of the Work is completed and it is ready for delivery and installation at the Site. The Artist shall deliver and install the completed Work at the Site in compliance with the schedule approved pursuant to Section 1.5. Let Music Speak shall endeavor to prepare the Site for the timely installation of the Work, including public access, and area lighting of the Work, but shall not be responsible for any utility provision or expense, or for any physical alteration of the Site surface. The Artist at his or her sole expense shall furnish Let Music Speak with photographs suitable for reproduction and print use, of the Work as installed in addition to a plaque at the Site, according to Let Music Speak’s specifications. The Artist shall be available at such time or times as may be agreed between Let Music Speak and the Artist to attend an inauguration or presentation ceremony(s) relating to the transfer of the Work to Let Music Speak. Let Music Speak shall endeavor to arrange for publicity for the completed Work in such art publications and otherwise as may be determined between Let Music Speak and the Artist as soon as practicable following installation. Upon installation of the Work, the Artist shall provide to Let Music Speak written recommendations for appropriate maintenance and preservation of the Work. The risk of loss or damage to the Work shall be borne by the Artist until installation of the Work and final acceptance thereof by Let Music Speak, and the Artist shall take such measures as are necessary to protect the Work from loss or damage until such final acceptance. The parties recognize that Let Music Speak is self-insured and possesses immunities pursuant to C.R.S. §24-10-101, et seq. Let Music Speak, at its option, may retain all plans, drawings, slides, photographs, submittals, studies, designs, maquettes and models, and other documents submitted to Let Music Speak by the Artist. These items, when submitted, become and are the property of Let Music Speak, and Let Music Speak may, without restriction, make use of such documents for educational, public relations, arts promotional and other non-commercial purposes. The Artist shall not be liable for any damage which may result from any use of said documents for purposes other than those described in this Agreement. COORDINATION AND LIAISON The Director of Let Music Speak (“Director”) orders and directs all services under this Agreement and is designated as the authorized representative of Let Music Speak through whom services performed under this Agreement shall be coordinated. The Artist agrees that during the term of this Agreement he or she shall fully coordinate all work hereunder as directed by Let Music Speak. WARRANTIES: The Artist represents and warrants to Let Music Speak that the Work submitted in this application is solely the result of the artistic effort of the Artist; if selected for commission, the execution and fabrication of the Work will be performed in a workmanlike manner; 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. OWNERSHIP AND REPRODUCTION RIGHTS: Title to the Work shall pass to Let Music Speak upon final acceptance. The Artist shall be required to waive rights under the Visual Artists Rights Act; however, Let Music Speak provides notice in the event of alteration, sale or donation to third parties, repair of damage, or destruction. If Let Music Speak shall at any time decide to destroy the Work, it shall by notice to the Artist offer the Artist a reasonable opportunity to recover the work at no cost to the Artist, except for an obligation of the Artist to indemnify and reimburse Let Music Speak for the amount by which the cost to Let Music Speak of such recovery exceeds the costs to Let Music Speak of the proposed destruction as determined solely by Let Music Speak. TERMINATION OR SUSPENSION OF AGREEMENT In addition to Let Music Speak’s rights of termination during Work design and fabrication as set out above, Let Music Speak may terminate this Agreement at any time on ten (10) days notice if the Artist’s services become unsatisfactory to it or if the Project is canceled. Let Music Speak may otherwise terminate the Agreement without cause, for its convenience, upon thirty (30) days notice to the Artist. If the Artist’s services are terminated, he or she shall be paid only for that portion of work or services satisfactorily completed at the time of notice of such action. In the event of default by the Artist, all finished and unfinished drawings, sketches, photographs, and other work products prepared and submitted or prepared for submission by the Artist under this Agreement shall at Let Music Speak’s sole option become its property, provided that no right to fabricate or execute the Work shall pass to Let Music Speak. Notwithstanding the previous sentence, the Artist shall not be relieved of liability to Let Music Speak for damages sustained by Let Music Speak by virtue of any breach of this Agreement by the Artist, and Let Music Speak may reasonably withhold payments to the Artist until such time as the exact amount of such damages due Let Music Speak from the Artist is determined, or exercise all of its other rights hereunder. WHEN RIGHTS AND REMEDIES NOT WAIVED In no event shall any payment by Let Music Speak hereunder constitute or be construed to be a waiver by Let Music Speak of any breach of term, covenant, or condition or any default which may then exist on the part of the Artist, and the making of any such payment when any such breach or default shall exist shall not impair or prejudice any right or remedy available to Let Music Speak with respect to such breach or default. No assent, expressed or implied, to any breach of any one or more covenants, terms, or conditions of the Agreement shall be construed as a waiver of any succeeding or other breach. NO DISCRIMINATION IN EMPLOYMENT In connection with the performance of work under this Agreement, the Artist agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability; and further agrees to insert the foregoing provision in all subcontracts hereunder. INSURANCE: If selected for commission, the Artist agrees to secure and deliver to Let Music Speak's Risk Management Administrator at or before the time of execution of this Agreement, and to keep in force at all times during the term of the Agreement, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator. INDEMNIFICATION: The Artist shall defend, release, indemnify and save and hold harmless Let Music Speak against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of Let Music Speak, and shall defend, release, indemnify, and save and hold harmless Let Music Speak from any and all claims, demands, suits, liabilities, actions, causes of action, or legal or equitable proceedings of any kind or nature, including workers’ compensation claims, of or by anyone whomsoever, in any way resulting from or arising out of the Artist’s activities in connection herewith, including acts or omissions of the Artist or his or her officers, employees, representatives, suppliers, invitees, licensees, subconsultants, contractors, and agents; provided, however, that the Artist need not indemnify and save harmless Let Music Speak, its officers, agents, and employees from damages proximately resulting from the sole negligence of Let Music Speak’s officers, agents, and employees. This indemnity clause shall also cover payment of Let Music Speak’s defense costs in the event that Let Music Speak, in its sole discretion, elects to provide its own defense. The insurance coverage specified herein constitutes the minimum requirements, and said requirements shall in no way lessen or limit the liability of the Artist under the terms of the Agreement. The Artist shall procure and maintain, at his or her own expense and cost, any additional kinds and amounts of insurance that, in his or her judgment, may be necessary for the Artist’s proper protection in the prosecution of the services hereunder. This indemnity clause shall survive termination of this Agreement. CONFLICT OF INTEREST: The parties agree that no official, officer or employee of Let Music Speak shall have any personal or beneficial interest whatsoever in the services or property described herein and the Association further agrees not to hire or contract for services any official, officer or employee of Let Music Speak or any other person which would be in violation of the Denver Revised Municipal Code Chapter 2, Article IV, Code of Ethics, or Denver City Charter Sections 1.2.9 and 1.2.12. DISPUTES: All disputes of whatsoever nature between Let Music Speak and Artist regarding this Agreement shall be resolved by administrative hearings pursuant to the procedure established by Denver Revised Municipal Code 56-106. For the purposes of that procedure, Let Music Speak official rendering a final determination shall be Let Music Speak representative identified in Article 2 hereof.