HomeMy WebLinkAbout020308 RES - 05/10/1988A RESOLUTION
AUTHORIZING THE EXECUTION OF AGREEMENTS FOR THE PURCHASE OF
ARTWORK FOR THE CENTRAL LIBRARY WITH THOMAS SEAWELL, BENITO
HUERTA, AND DEE WOLFF.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS:
SECTION 1. That the City Manager is hereby authorized to execute
Agreements for the Purchase of Artwork for the Central Library with Thomas
Seawell for $4,800; Benito Huerta for $11,000; and Dee Wolff for $4,400; all as
more fully set forth in the Agreements for the Purchase of Artwork, substantial
copies of which are attached hereto and made a part hereof, marked Exhibits A,
B, and C respectively.
ATTEST:
44A-ffl-IS2
Ci y ecretary
OR
M
THE CITY OF CORPUS CHRISTI, TEXAS
APPROVED: ,27/4 DAY OF , 19 ?",f
HAL GEORGE, CITY ATTORNEY
By
Assistant City Attorney
206RP061.res
zoaos MICROFILMED
(2/16/88)
AGREEMENT FOR THE PURCHASE OF ARTWORK
FOR THE CITY OF CORPUS CHRISTI
PUBLIC ART PROGRAM
THIS AGREEMENT is made and entered into this day of , 19 ,
by and between the City of Corpus Christi, located Nueces County, Texas, (the "City")
a municipal corporation, acting by and through its duly authorized City Manager and
Thomas Seawell, ithe "Artist") residing at P.O. Box 14 - Starling, New York,
13156-0014.
WHEREAS, the City is implementing the Public Art Program pursuant to Ordinance
No.. 19663, by appropriating certain funds for the establishment of artworks in
public places and authorizing payments for the design, execution, fabrication,
transportation, acquisition, installation and maintenance of works of art and the
support of an artist selection process; and
WHEREAS, the Public Art Fund for the Library Department and its Central Library
facility (the "City Facility") has been allocated for the selection, purchase and
placement of a work of art at, in or near said City Facility; and
WHEREAS, the Artist has created two-dimensional works of art (the "work") which
the City has selected through the Public Art Ordinance, No. 19663, and Program
Guidelines as a suitable public artwork for the said City Facility; and
WHEREAS, the Artist has indicated a desire to transfer the title and possession
of the Work to the City;
NOW, THEREFORE, the City and the Artist, for and in consideration of the cove-
nants and agreements hereinafter set forth, the sufficiency of which is hereby
acknowledged, agree as follows:
ARTICLE I
SCOPE OF SERVICES
1.1. General. The Artist shall perform all services and furnish all supplies,
material and equipment as necessary for the transportation and installation of the
Work as hereinafter specified.
1.2. The Work. The Work under this Agreement is to transfer title to and to install,
the following:
Title: "EMPTY/Emyty:empty centers"
Date of Execution: December 1979 to 1983
Dimensions of Artwork: Image size - 15"x20"; framed size
22"x27"
Materials (Artwork): oil poster inks on paper.
A limited edition of ten (10) Serigraphs as described above.
The site selected for installation of the Work is described in Exhibit "A".
1.3. Maintenance. Upon delivery of the work, the artist shall supply the City with
the recommended maintenance requirements for the work.
hai,
(2/16/88)
ARTICLE 2
SCHEDULE
The Artist shall be responsible for shipping and delivery of the Work by June
30, 1988. The Artist shall notify the City in writing at least ten (10) days prior
to the date the Work shall be ready for installation. Time extensions shall be
granted by the City to the extent the Artist actually incurs delays in the delivery
of the Work due to circumstances unforeseen by Artist as of the time of execution of
this Agreement.
ARTICLE 3
PAYMENT FOR ARTWORK
The Artist shall, upon receipt and installation of the Works and delivery of
materials, and other documents required under Article 7 hereof, be paid by the City a
total of Four Thousand Eight Hundred Dollars ($4,800), under the following condi-
tions.
The Artist shall submit a billing on an invoice form supplied by the City, when
he has completed all the terms of this Agreement, which invoice shall serve to pass
title and right to possession of the Work to the City. the City shall process the
voucher and make payment to the Artist within forty-five (45) days of receipt. The
City shall supply to the Artist the appropriate tax exemption certificates to prove
no Federal, State or local taxes are due on this transaction.
ARTICLE 4
TERMINATION
a. If the Works are deemed by the City to have not been fairly represented in the
slide(s) of the Works, in image and/or in quality of materials or technique, the
City retains the right to refuse acceptance of the Works and to terminate this
Agreement, within thirty (30) days of delivery of the Works.
b. If, through any cause, the Artist shall fail to fulfill in a timely and proper
manner his obligation under this Agreement, or if the Artist shall violate any
of the covenants, agreements or stipulation of this Agreement, the City shall
thereupon have the right to terminate this Agreement by giving written notice to
the Artist, specifying the reasons for such termination and the effective date
thereof, which shall be no less than ten (10) days from date of receipt of the
termination notice by Artist.
ARTICLE 5
INDEMNIFICATION
The Artist shall defend, protect, indemnify and save harmless the City, its
officers, agents, employees and assigns, from and against any and all damages,
claims, suits, and/or actions arising from any act, activity or omission of the
Artist or any of his employees or agents in the performance of this Agreement arising
from acts occurring before the Works are installed. Upon completion of delivery of
the Works, the Artist's liability and responsibility for the Works is terminated
except as set forth in Article 6 hereof.
-2-
(2/16/88)
ARTICLE 6
RISK OF LOSS AND INSURANCE
The risk of damage to or loss of the Works prior to final delivery and accep-
tance of that delivery by the Public Art Coordinator shall be solely that of the
Artist. The Artist shall provide a policy of insurance, covering all risks and
hazards against any damage to or loss of the Works while it is being stored and
delivered. A certificate of insurance shall be tendered to the Public Art Coordina-
tor's office within the (10) days of the execution of this Agreement.
ARTICLE 7
ARTIST'S RIGHTS
7.1. Notice. The City shall, at the City's expense, provide a plaque giving public
notice to the Artist, the Works titles and the years of completion. The notice shall
be displayed in a public area adjacent to the Works. The City shall maintain said
notice in good repair against the ravages of time, vandalism and the elements.
7.2. Maintenance. The City recognizes that maintenance of the Works on a regular
basis is essential to the integrity of the Work. The City shall reasonably assume
that the Works are properly maintained and protected and shall reasonably protect and
maintain the Works against the ravages of time, vandalism and the elements.
7.3. Repairs and Restoration.
a. As provided in the Guidelines, the City shall have the right to determine, when
and if repairs and restorations to the Works will be made. During the Artist's
lifetime and to the extent practicable, the City shall give the Artist the right
to approve all repairs and restorations; provided, however, the Artist shall not
unreasonably withhold approval for any repair or restoration of the Works. If
the Artist unreasonably fails to approve any repair or restoration, the City
shall have the right to make such repair or restoration. To the extent practi-
cable, the Artist, during Artist's lifetime, shall be given the opportunity to
make or personally supervise significant repairs and restorations and shall be
paid a reasonable fee for any such services, provided that the City and the
Artist shall agree in writing, prior to commencement of any significant repairs
and restorations, upon the Artist's fee for such services. If a reasonable fee
cannot be negotiated; a fee shall be established as provided in the Guidelines.
Should the Artist fail to agree to make or supervise the repairs or restora-
tions, the City shall have the right to solicit bids and award contracts for the
services to other qualified professionals.
b. All repairs and restorations shall be made in accordance with recognized princi-
ples of conservation.
c. When emergency repairs are necessary in order to prevent the loss of or further
damage to the Works, such repairs shall be undertaken or arranged by the City
without advance notice to Artist and such repairs shall not be deemed to consti-
tute artistic alteration.
-3-
(2/16/88)
7.4. Alteration of the Work or of the Site.
a. The City agrees that it will not intentionally destroy, damage, alter, modify or
change the Works without the prior written approval of the Artist.
b. In the event the Works are substantially damaged or artistically altered in a
substantial manner, City shall no longer represent the Work to be the Work of
Artist if Artist gives written notice to the City that it is the position of
Artist to deny authorship on the grounds stated in this paragraph.
c. Nothing in this Section 7.4 shall preclude any right of the City to move the
Work or remove it from public display, in accordance with its deaccessioning
policy.
If the City shall at any time decide to dispose of the Work by means other than
sale or trade, it shall be notice to the Artist offer the Artist a reasonable oppor-
tunity to recover the Work at no cost to the Artist except for an obligation of the
Artist to indemnify and reimburse the City for the amount by which the cost to the
City of such recovery exceeds the costs to the City of the proposed destruction.
7.5. Permanent Record. The City shall maintain on permanent file a record of this
Agreement and of the location and disposition of the Work.
7.6. Artist's Address. The Artist shall notify the City of changes in his address.
The failure to do so, if such failure prevents the City from locating the Artist,
shall be deemed a waiver by the Artist of the right subsequently to enforce those
provisions of this Article 6 that require the express approval of the Artist.
Notwithstanding this provision, the City shall make every reasonable effort to locate
the Artist when matters arise relating to the Artist's rights.
7.7. Resale Royalty. If, during the life of the Artist, the City sells the Work, the
City shall pay the Artist a sum equal to fifteen percent (15%) of the appreciated
value of the Work. For purposes of this Agreement, appreciated value shall mean the
salesprice of the Work less this original fixed fee stipulated in this Agreement, as
amended. Nothing in this Agreement shall be construed to impose any obligation on
the City as to the method of sale or disposal. The choice of such method of sale or
disposal shall be the sole right of the City.
7.8. Surviving Covenants. The covenants and obligations set forth in this Article 8
shall be binding upon the parties, their heirs, legatees, executors, administrators,
assigns, transferees and all their successors in interest, and the City's covenants
do attach and run with the Work and shall be binding to and until twenty (20) years
after the death of the Artist. However, the obligations imposed upon the City by
Sections 8.3(a) and 8.6 shall terminate on the death of the Artist. The City shall
give any subsequent owner of the Work notice in writing of the covenants herein, and
shall cause each such owner to be bound thereby.
7.9. Additional Rights and Remedies. Nothing contained in this Article 8 shall be
construed as a limitation on such other rights and remedies available to the Artist
under the law which may now or in the future be applicable.
-4-
(2/16/88)
ARTICLE 8
WARRANTIES
8.1. Warranties of Title. The Artist represents and warrants that:
a. The Work is solely the result of the artistic effort of the Artist;
b. Except as otherwise disclosed in writing to the City, the Work is unique and
original and does not infringe upon any copyright; -
c. The Work, or a duplicate thereof, except for limited edition,has not been
accepted for sale elsewhere; and
d. The Work is free and clear of any liens from any source whatever.
8.2. Warranties of Ouality and Conditions. The Artist represents and warrants that:
a. The Work was executed and fabricated in a workmanlike manner;
b. The Work, as delivered 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; and
c. Reasonable maintenance of the Work will not require procedures substantially in
excess of those described in the maintenance recommendations to be submitted
under Article 1.3 hereof.
The warranties described in this Section 8.2 shall survive for a period of one
year after completion of installation of the Work. The City shall give notice to the
Artist of any observed breach with reasonable promptness. the Artist shall, at the
City's request, and at no cost to the City, cure reasonably and promptly the breach
of any such warranty which is curable by the Artist and which cure is consistent with
professional conservation standards, including but not limited to, cure by means of
repair or refabrication of the Work.
ARTICLE 9
REPRODUCTION RIGHTS
9.1. General. The Artist retains all rights under the Federal Copyright Act of 1976,
17 U.S.C. ** 101 et. seq., and all other rights in and to the Work except as such
rights are limited by this Section 9.1. In view of the intention that the Work in
its final dimension shall be unique, and except for limited edition, the Artist shall
not make any additional exact duplicate, two-dimensional reproductions of the final
Work, nor shall the Artist grant permission to others to do so except with the prior
written permission of the City. The Artist grants to the City and its assigns an
irrevocable license to make two-dimensional reproductions of the Work for
non-commercial purposes, including but not limited to, reproductions used in adver-
tising, brochures, stationery, media publicity, and catalogues of other similar
publications, provided, that these rights are exercised in a tasteful and profession-
al manner. Artist agrees to indemnify and hold harmless the City, its officials,
employees, agents and contractors, and each and everyone of them from an against all
claims, losses, damages, actions or expenses of every type and description, including
attorney's fees, to which they may be subjected arising out of an alleged or actual
copyright violation or other lack of ownership, authorship or originality.
'(2/16/88)
9.2. Notice. All reproductions by the City shall contain a credit to the Artist and a
copyright notice substantially in the following form: " C Artist's name, " date of
publication.
9.3. Credit to City. The Artist shall use his best efforts to give a credit reading
substantially, "an original Work owned and by the City of Corpus Christi," in any
public showing under the Artist's control of reproductions of the Work.
ARTICLE 10
ARTIST AS INDEPENDENT CONTRACTOR
The Artist shall perform all work under this Agreement as an independent con-
tractor and not as an agent or an employee or official of the City. The Artist shall
not be supervised by any employee or official of the City nor shall the Artist
exercise supervision over an employee or official of the City.
ARTICLE 11
MISCELLANEOUS
11.1. Gratuities. The City may cancel this Agreement if it is found that gratuities
in the form of entertainment, gifts, or otherwise were offered or give by the Artist
or any agent or representative to any City official or employee with a view toward
securing favorable treatment with respect to the awarding, amending, or making of any
determinations with respect to the performance of this Agreement. In the event this
Agreement is cancelled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover from the Artist a
sum equal in amount to the cost incurred by the Artist in providing such gratuities.
11.2. Entire Agreement. This writing embodies the entire agreement and understanding
between the parties hereto, and there are no other agreements and understandings,
oral or written, with reference to the subject matter hereof that are not merged
herein and superseded hereby.
11.3. Modifications. No alteration, change or modification of the terms of this
Agreement shall be valid or effective unless made in writing and signed by both
parties hereto and approved by appropriate action of the City.
11.4. Waiver. No waiver of performance by either party shall be construed as or
operate as a waiver of any subsequent default of any terms, covenants, and conditions
of this Agreement. The payment or acceptance of fees for any period after a default
shall not be deemed a waiver of any right or acceptance of defective performance.
11.5. Governing Law. This Agreement, regardless of where executed or performed, shall
be governed by and construed in accordance with the laws of the State of Texas.
Venue for any litigation arising from this Agreement shall be in Corpus Christi,
Nueces County, Texas.
11.6. Heirs and Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the City and the Artist and their respective heirs, personal represen-
tatives, successors and permitted assigns.
11.7. 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
-;-
(2/16/88)
may be, if delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid, as follows:
1. CITY OF CORPUS CHRISTI: Joe B. Rodriquez, Public Art Coordinator
Multicultural Center
1581 North Chaparral
Corpus Christi, Texas 78401
City Attorney's Office
P. 0. Box 9277
Corpus Christi, Texas 78469-9277
Attention: Reuben Perez
2. ARTIST:
Thomas Seawell
P.O. Box 14
Sterling, New York 13156-0014
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first written above.
ATTEST: CITY OF CORPUS CHRISTI
Armando Chapa, City Secretary
APPROVED:
day of 1988
Hal George, City Attorney
-7-
By
Juan Garza, City Manager
Thomas Seawell, Artist
(2/16/88)
AGREEMENT FOR THE PURCHASE OF ARTWORK
FOR THE CITY OF CORPUS CHRISTI
PUBLIC ART PROGRAM
THIS AGREEMENT is made and entered into this /7 day of , 19 88,
by and between the City of Corpus Christi, located Nueces County, Texas, (the "City")
a municipal corporation, acting by and through its duly authorized City Manager and
Benito Huerta, (the "Artist") residing at 1043 Studewood - Houston, Texas, 77008.
WHEREAS, the City is implementing the Public Art Program pursuant to Ordinance
No.. 19663, by appropriating certain funds for the establishment of artworks in
public places and authorizing payments for the design, execution, fabrication,
transportation, acquisition, installation and maintenance of works of art and the
support of an artist selection process; and
WHEREAS, the Public Art Fund for the Library Department and its Central Library
facility (the "City Facility") has been allocated for the selection, purchase and
placement of a work of art at, in or near said City Facility; and
WHEREAS, the Artist has created two-dimensional works of art (the "work") which
the City has selected through the Public Art Ordinance, No. 19663, and Program
Guidelines as a suitable public artwork for the said City Facility; and
WHEREAS, the Artist has indicated a desire to transfer the title and possession
of the Work to the City;
NOW, THEREFORE, the City and the Artist, for and in consideration of the cove-
nants and agreements hereinafter set forth, the sufficiency of which is hereby
acknowledged, agree as follows:
ARTICLE I
SCOPE OF SERVICES
1.1. General. The Artist shall perform all services and furnish all supplies,
material and equipment as necessary for the transportation and installation of the
Work as hereinafter specified.
1.2. The Work. The Work under this Agreement is to transfer title to and to install,
the following:
Title: "Juarez"
Date of Execution: 1987
Dimensions of Artwork: 7 feet by 11 feet -framed
Materials (Artwork): Oil paint, oil stick, straw, pencil on
canvas.
The site selected for installation of the Work is described in Exhibit "A".
1.3. Maintenance. Upon delivery of the work, the artist shall supply the City with
the recommended maintenance requirements for the work.
(2/16/88)
ARTICLE 2
SCHEDULE
The Artist shall be responsible for shipping and delivery of the Work by June
30, 1988. The Artist shall notify the City in writing at least ten (10) days prior
to the date the Work shall be ready for installation. Time extensions shall be
granted by the. City to the extent the Artist actually incurs delays in the delivery
of the Work due to circumstances unforeseen by Artist as of the time of execution of
this Agreement.
ARTICLE 3
PAYMENT FOR ARTWORK
The Artist shall, upon receipt and installation of the Works and delivery of
materials, and other documents required under Article 7 hereof, be paid by the City a
total of Eleven Thousand Dollars ($11,000), under the following conditions.
The Artist shall submit a billing on an invoice form supplied by the City, when
he has completed all the terms of this Agreement, which invoice shall serve to pass
title and right to possession of the Work to the City. the City shall process the
voucher and make payment to the Artist within forty-five (45) days of receipt. The
City shall supply to the Artist the appropriate tax exemption certificates to prove
no Federal, State or local taxes are due on this transaction.
ARTICLE 4
TERMINATION
a. If the Works are deemed by the City to have not been fairly represented in the
slide(s) of the Works, in image and/or in quality of materials or technique, the
City retains the right to refuse acceptance of the Works and to terminate this
Agreement, within thirty (30) days of delivery of the Works.
b. If, through any cause, the Artist shall fail to fulfill in a timely and proper
manner his obligation under this Agreement, or if the Artist shall violate any
of the covenants, agreements or stipulation of this Agreement, the City shall
thereupon have the right to terminate this Agreement by giving written notice to
the Artist, specifying the reasons for such termination and the effective date
thereof, which shall be no less than ten (10) days from date of receipt of the
termination notice by Artist.
ARTICLE 5
INDEMNIFICATION
The Artist shall defend, protect, indemnify and save harmless the City, its
officers, agents, employees and assigns, from and against any and all damages,
claims, suits, and/or actions arising from any act, activity or omission of the
Artist or any of his employees or agents in the performance of this Agreement arising
from acts occurring before the Works are installed. Upon completion of delivery of
the Works, the Artist's liability and responsibility for the Works is terminated
except as set forth in Article 6 hereof.
-2-
(2/16/88)
ARTICLE 6
RISK OF LOSS AND INSURANCE
The risk of damage to or loss of the Works prior to final delivery and accep-
tance of that delivery by the Public Art Coordinator shall be solely that of the
Artist. The Artist shall provide a policy of insurance, covering all risks and
hazards against any damage to or loss of the Works while it is being stored and
delivered. A certificate of insurance shall be tendered to the Public Art Coordina-
tor's office within the (10) days of the execution of this Agreement.
ARTICLE 7
ARTIST'S RIGHTS
7.1. Notice. The City shall, at the City's expense, provide a plaque giving public
notice to the Artist, the Works titles and the years of completion. The notice shall
be displayed in a public area adjacent to the Works. The City shall maintain said
notice in good repair against the ravages of time, vandalism and the elements.
7.2. Maintenance. The City recognizes that maintenance of the Works on a regular
basis is essential to the integrity of the Work. The City shall reasonably assume
that the Works are properly maintained and protected and shall reasonably protect and
maintain the Works against the ravages of time, vandalism and the elements.
7.3. Repairs and Restoration.
a. As provided in the Guidelines, the City shall have the right to determine, when
and if repairs and restorations to the Works will be made. During the Artist's
lifetime and to the extent practicable, the City shall give the Artist the right
to approve all repairs and restorations; provided, however, the Artist shall not
unreasonably withhold approval for any repair or restoration of the Works. If
the Artist unreasonably fails to approve any repair or restoration, the City
shall have the right to make such repair or restoration. To the extent practi-
cable, the Artist, during Artist's lifetime, shall be given the opportunity to
make or personally supervise significant repairs and restorations and shall be
paid a reasonable fee for any such services, provided that the City and the
Artist shall agree in writing, prior to commencement of any significant repairs
and restorations, upon the Artist's fee for such services. If a reasonable fee
cannot be negotiated; a fee shall be established as provided in the Guidelines.
Should the Artist fail to agree to make or supervise the repairs or restora-
tions, the City shall have the right to solicit bids and award contracts for the
services to other qualified professionals.
b. All repairs and restorations shall be made in accordance with recognized princi-
ples of conservation.
c. When emergency repairs are necessary in order to prevent the loss of or further
damage to the Works, such repairs shall be undertaken or arranged by the City
without advance notice to Artist and such repairs shall not be deemed to consti-
tute artistic alteration.
-3-
(2/16/88)
7.4. Alteration of the Work or of the Site.
a. The City agrees that it will not intentionally destroy, damage, alter, modify or
change the Works without the prior written approval of the Artist.
b. In the event the Works are substantially damaged or artistically altered in a
substantial manner, City shall no longer represent the Work to be the Work of
Artist if Artist gives written notice to the City that it is the position of
Artist to deny authorship on the grounds stated in this paragraph.
c. Nothing in this Section 7.4 shall preclude any right of the City to move the
Work or remove it from public display, in accordance with its deaccessioning
policy.
If the City shall at any time decide to dispose of the Work by means other than
sale or trade, it shall be notice to the Artist offer the Artist a reasonable oppor-
tunity to recover the Work at no cost to the Artist except for an obligation of the
Artist to indemnify and reimburse the City for the amount by which the cost to the
City of such recovery exceeds the costs to the City of the proposed destruction.
7.5. Permanent Record. The City shall maintain on permanent file a record of this
Agreement and of the location and disposition of the Work.
7.6. Artist's Address. The Artist shall notify the City of changes in his address.
The failure to do so, if such failure prevents the City from locating the Artist,
shall be deemed a waiver by the Artist of the right subsequently to enforce those
provisions of this Article 6 that require the express approval of the Artist.
Notwithstanding this provision, the City shall make every reasonable effort to locate
the Artist when matters arise relating to the Artist's rights.
7.7. Resale Royalty. If, during the life of the Artist, the City sells the Work, the
City shall pay the Artist a surn equal to fifteen percent (15%) of the appreciated
value of the Work. For purposes of this Agreement, appreciated value shall mean the
salesprice of the Work less this original fixed fee stipulated in this Agreement, as
amended. Nothing in this Agreement shall be construed to impose any obligation on
the City as to the method of sale or disposal. The choice of such method of sale or
disposal shall be the sole right of the City.
7.8. Surviving Covenants. The covenants and obligations set forth in this Article 3
shall be binding upon the parties, their heirs, legatees, executors, administrators,
assigns, transferees and all their successors in interest, and the City's covenants
do attach and run with the Work and shall be binding to and until twenty (20) years
after the death of the Artist. However, the obligations imposed upon the City by
Sections 8.3(a) and 8.6 shall terminate on the death of the Artist. The City shall
give any subsequent owner of the Work notice in writing of the covenants herein, and
shall cause each such owner to be bound thereby.
7.9. Additional Rights and Remedies. Nothing contained in this Article 3 shall be
construed as a limitation on such other rights and remedies available to the Artist
under the law which may now or in the future be applicable.
-4-
(2/16/88)
ARTICLE 8
WARRANTIES
8.1. Warranties of Title. The Artist represents and warrants that:
a. The Work is solely the result of the artistic effort of the Artist;
b. Except as otherwise disclosed in writing to the City, the Work is unique and
original and does not infringe upon any copyright;
c. The Work, or a duplicate thereof, except for limited edition,has not been
accepted for sale elsewhere; and
d. The Work is free and clear of any liens from any source whatever.
8.2. Warranties of Ouality and Conditions. The Artist represents and warrants that:
a. The fork was executed and fabricated in a workmanlike manner;
b. The Work, as delivered 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; and
c. Reasonable maintenance of the Work will not require procedures substantially in
excess of those described in the maintenance recommendations to be submitted
under Article 1.3 hereof.
The warranties described in this Section 8.2 shall survive for a period of one
year after completion of installation of the Work. The City shall give notice to the
Artist of any observed breach with reasonable promptness. the Artist shall, at the
City's request, and at no cost to the City, cure reasonably and promptly the breach
of any such warranty which is curable by the Artist and which cure is consistent with
professional conservation standards, including but not limited to, cure by means of
repair or refabrication of the Work.
ARTICLE 9
REPRODUCTION RIGHTS
9.1. General. The Artist retains all rights under the Federal Copyright Act of 1976,
17 U.S.C. ** 101 et. sect., and all other rights in and to the Work except as such
rights are limited by this Section 9.1. In view of the intention that the Work in
its final dimension shall be unique, and except for limited edition, the Artist shall
not make any additional exact duplicate, two-dimensional reproductions of the final
Work, nor shall the Artist grant permission to others to do so except with the prior
written permission of the City. The Artist grants to the City and its assigns an
irrevocable license to make two-dimensional reproductions of the Work for
non-commercial purposes, including but not limited to, reproductions used in adver-
tising, brochures, stationery, media publicity, and catalogues of other similar
publications, provided, that these rights are exercised in a tasteful and profession-
al manner. Artist agrees to indemnify and hold harmless the City, its officials,
employees, agents and contractors, and each and everyone of them from an against all
claims, losses, damages, actions or expenses of every type and description, including
attorney's fees, to which they may be subjected arising out of an alleged or actual
copyright violation or other lack of ownership, authorship or originality.
-5-
(2/16/38)
9.2. Notice. All reproductions by the City shall contain a credit to the Artist and a
copyright notice substantially in the following form: " C Artist's name, " date of
publication.
9.3. Credit to City. The Artist shall use his best efforts to give a credit reading
substantially, "an original Work owned and by the City of Corpus Christi," in any
public showing under the Artist's control of reproductions of the Work.
ARTICLE 10
ARTIST AS INDEPENDENT CONTRACTOR
The Artist shall perform all work under this Agreement as an independent con-
tractor and not as an agent or an employee or official of the City. The Artist shall
not be supervised by any employee or official of the City nor shall the Artist
exercise supervision over an employee or official of the City.
ARTICLE 11
MISCELLANEOUS
11.1. Gratuities. The City may cancel this Agreement if it is found that gratuities
in the form of entertainment, gifts, or otherwise were offered or give by the Artist
or any agent or representative to any City official or employee with a view toward
securing favorable treatment with respect to the awarding, amending, or making of any
determinations with respect to the performance of this Agreement. In the event this
Agreement is cancelled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover from the Artist a
sum equal in amount to the cost incurred by the Artist in providing such gratuities.
11.2. Entire Agreement. This writing embodies the entire agreement and understanding
between the parties hereto, and there are no other agreements and understandings,
oral or written, with reference to the subject matter hereof that are not merged
herein and superseded hereby.
11.3. Modifications. No alteration, change or modification of the terms of this
Agreement shall be valid or effective unless made in writing and signed by both
parties hereto and approved by appropriate action of the City.
11.4. Waiver. No waiver of performance by either party shall be construed as or
operate as a waiver of any subsequent default of any terms, covenants, and conditions
of this Agreement. The payment or acceptance of fees for any period after a default
shall not be deemed a waiver of any right or acceptance of defective performance.
11.5. Governing Law. This Agreement, regardless of where executed or performed, shall
be governed by and construed in accordance with the laws of the State of Texas.
Venue for any litigation arising from this Agreement shall be in Corpus Christi,
Nueces County, Texas.
11.6. Heirs and Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the City and the Artist and their respective heirs, personal represen-
tatives, successors and permitted assigns.
11.7. 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
-6-
(2/16/88)
may be, if delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid, as follows:
1. CITY OF CORPUS CHRISTI: Joe B. Rodriquez, Public Art Coordinator
Multicultural Center
1581 North Chaparral
Corpus Christi, Texas 78401
2. ARTIST:
City Attorney's Office
P. 0. Box 9277
Corpus Christi, Texas 78469-9277
Attention: Reuben Perez
Benito Huerta
1043 Studewood
Houston, Texas 77008
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first written above.
ATTEST: CITY OF CORPUS CHRISTI
Armando Chapa, City Secretary
APPROVED:
day of , 1988
Hal George, City Attorney
By
Juan Garza, City Manager
40110011,
S:enito Huerta, Artist
-7-
(2/16/88)
AGREEMENT FOR THE PURCHASE OF ARTWORK
FOR THE CITY OF CORPUS CHRISTI
PUBLIC ART PROGRAM
THIS AGREEMENT is made and entered into this day of , 19
by and between the City of Corpus Christi, located Nueces County, Texas, (the "City")
a municipal corporation, acting by and through its duly authorized City Manager and
Dee Wolff, (the "Artist") residing at 421 Arlington - Houston, Texas, 77007. .
WHEREAS, the City is implementing the Public Art Program pursuant
No.. 19663, by appropriating certain funds for the establishment of
public places and authorizing payments for the design, execution,
transportation, acquisition, installation and maintenance of works of
support of an artist selection process; and
to Ordinance
artworks in
fabrication,
art and the
WHEREAS, the Public Art Fund for the Library Department and its Central Library
facility (the "City Facility") has been allocated for the selection, purchase and
placement of a work of art at, in or near said City Facility; and
WHEREAS, the Artist has created two-dimensional works of art (the "work") which
the City has selected through the Public Art Ordinance, No. 19663, and Program
Guidelines as a suitable public artwork for the said City Facility; and
WHEREAS, the Artist has indicated a desire to transfer the title and
of the Work to the City;
NOW, THEREFORE, the City and the Artist, for and in consideration of
nants and agreements hereinafter set forth, the sufficiency of which
acknowledged, agree as follows:
ARTICLE I
SCOPE OF SERVICES
possession
the cove -
is hereby
1.1. General. The Artist shall perform all services and furnish all supplies,
material and equipment as necessary for the transportation and installation of the
Work as hereinafter specified.
1.2. The Work. The Work under this Agreement is to transfer title to and to install,
the following:
Title: Two Paths #1
Date of Execution: 1986
Dimensions of Artwork: 22" by 30" -Framed size, 27"x31"
Materials (Artwork): Gouache on Pondicherry Paper
Title: Two Paths #2
Date of Execution: 1988
Dimensions of Artwork: 22"x30" -Framed size, 27"x31"
Materials (Artwork): Gouache on Pondicherry Paper
The site selected for installation of the Work is described in Exhibit "A".
1.3. Maintenance. Upon delivery of the work, the artist shall supply the City with
the recommended maintenance requirements for the work.
(2/16/88)
ARTICLE 2
SCHEDULE
The Artist shall be responsible for shipping and delivery of the Work by May
30, 1988. The Artist shall notify the City in writing at least ten (10) days prior
to the date the Work shall be ready for installation. Time extensions shall be
granted by the City to the extent the Artist actually incurs delays in the delivery
of the Work due -to circumstances unforeseen by Artist as of the time of execution of
this Agreement.
ARTICLE 3
PAYMENT FOR ARTWORK
The Artist shall, upon receipt and installation of the Works and delivery of
materials, and other documents required under Article 7 hereof, be paid by the City a
total of Four Thousand Four Hundred Dollars ($4,400), under the following conditions.
The Artist shall submit a billing on an invoice form supplied by the City, when
he has completed all the terms of this Agreement, which invoice shall serve to pass
title and right to possession of the Work to the City. the City shall process the
voucher and make payment to the Artist within forty-five (45) days of receipt. The
City shall supply to the Artist the appropriate tax exemption certificates to prove
no Federal, State or local taxes are due on this transaction.
ARTICLE 4
TERMINATION
a. If the Works are deemed by the City to have not been fairly represented in the
slide(s) of the Works, in image and/or in quality of materials or technique, the
City retains the right to refuse acceptance of the Works and to terminate this
Agreement, within thirty (30) days of delivery of the Works.
b. If, through any cause, the Artist shall fail to fulfill in a timely and proper
manner his obligation under this Agreement, or if the Artist shall violate any
of the covenants, agreements or stipulation of this Agreement, the City shall
thereupon have the right to terminate this Agreement by giving written notice to
the Artist, specifying the reasons for such termination and the effective date
thereof, which shall be no less than ten (10) days from date of receipt of the
termination notice by Artist.
ARTICLE 5
INDEMNIFICATION
The Artist shall defend, protect, indemnify and save harmless the City, its
officers, agents, employees and assigns, from and against any and all damages,
claims, suits, and/or actions arising from any act, activity or omission of the
Artist or any of his employees or agents in the performance of this Agreement arising
from acts occurring before the Works are installed. Upon completion of delivery of
the Works, the Artist's liability and responsibility for the Works is terminated
except as set forth in Article 6 hereof.
-2-
(2/16/88)
ARTICLE 6
RISK OF LOSS AND INSURANCE
The risk of damage to or loss of the Works prior to final delivery and
acceptance of that delivery by the Public Art Coordinator shall be solely that of the
Artist. The Artist shall provide a policy of insurance, covering all risks and
hazards against any damage to or loss of the Works while it is being stored and
delivered. A certificate of insurance shall be tendered to the Public Art
Coordinator's office within the (10) days of the execution of this Agreement.'
ARTICLE 7
ARTIST'S RIGHTS
7.1. Notice. The City shall, at the City's expense, provide a plaque giving public
notice to the Artist, the Works titles and the years of completion. The notice shall
be displayed in a public area adjacent to the Works. The City shall maintain said
notice in good repair against the ravages of time, vandalism and the elements.
7.2. Maintenance. The City recognizes that maintenance of the Works on a regular
basis is essential to the integrity of the Work. The City shall reasonably assume
that the Works are properly maintained and protected and shall reasonably protect and
maintain the Works against the ravages of time, vandalism and the elements.
7.3. Repairs and Restoration.
a. As provided in the Guidelines, the City shall have the right to determine, when
and if repairs and restorations to the Works will be made. During the Artist's
lifetime and to the extent practicable, the City shall give the Artist the right
to approve all repairs and restorations; provided, however, the Artist shall not
unreasonably withhold approval for any repair or restoration of the Works. If
the Artist unreasonably fails to approve any repair or restoration, the City
shall have the right to make such repair or restoration. To the extent practi-
cable, the Artist, during Artist's lifetime, shall be given the opportunity to
make or personally supervise significant repairs and restorations and shall be
paid a reasonable fee for any such services, provided that the City and the
Artist shall agree in writing, prior to commencement of any significant repairs
and restorations, upon the Artist's fee for such services. If a reasonable fee
cannot be negotiated; a fee shall be established as provided in the Guidelines.
Should the Artist fail to agree to make or supervise the repairs or restora-
tions, the City shall have the right to solicit bids and award contracts for the
services to other qualified professionals.
b. All repairs and restorations shall be made in accordance with recognized princi-
ples of conservation.
c. When emergency repairs are necessary in order to prevent the loss of or further
damage to the Works, such repairs shall be undertaken or arranged by the City
without advance notice to Artist and such repairs shall not be deemed to consti-
tute artistic alteration.
7.4. Alteration of the Work or of the Site.
a. The City agrees that it will not intentionally destroy, damage, alter, modify or
change the Works without the prior written approval of the Artist.
-3-
(2/16/88)
b. In the event the Works are substantially damaged or artistically altered in a
substantial manner, City shall no longer represent the Work to be the Work of
Artist if Artist gives written notice to the City that it is the position of
Artist to deny authorship on the grounds stated in this paragraph.
c. Nothing in this Section 7.4 shall preclude any right of the City to move the
Work or remove it from public display, in accordance with its deaccessioning
policy.
If the City shall at any time decide to dispose of the Work by means other than
sale or trade, it shall be notice to the Artist offer the Artist a reasonable oppor-
tunity to recover the Work at no cost to the Artist except for an obligation of the
Artist to indemnify and reimburse the City for the amount by which the cost to the
City of such recovery exceeds the costs to the City of the proposed destruction.
7.5. Permanent Record. The City shall maintain on permanent file a record of this
Agreement and of the location and disposition of the Work.
7.6. Artist's Address. The Artist shall notify the City of changes in his address.
The failure to do so, if such failure prevents the City from locating the Artist,
shall be deemed a waiver by the Artist of the right subsequently to enforce those
provisions of this Article 6 that require the express approval of the Artist.
Notwithstanding this provision, the City shall make every reasonable effort to locate
the Artist when matters arise relating to the Artist's rights.
7.7. Resale Royalty. If, during the life of the Artist, the City sells the Work, the
City shall pay the Artist a sum equal to fifteen percent (15%) of the appreciated
value of the Work. For purposes of this Agreement, appreciated value shall mean the
salesprice of the Work less this original fixed fee stipulated in this Agreement, as
amended. Nothing in this Agreement shall be construed to impose any obligation on
the City as to the method of sale or disposal. The choice of such method of sale or
disposal shall be the sole right of the City.
7.8. Surviving Covenants. The covenants and obligations set forth in this Article 8
shall be binding upon the parties, their heirs, legatees, executors, administrators,
assigns, transferees and all their successors in interest, and the City's covenants
do attach and run with the Work and shall be binding to and until twenty (20) years
after the death of the Artist. However, the obligations imposed upon the City by
Sections 8.3(a) and 8.6 shall terminate on the death of the Artist. The City shall
give any subsequent owner of the Work notice in writing of the covenants herein, and
shall cause each such owner to be bound thereby.
7.9. Additional Rights and Remedies. Nothing contained in this Article 8 shall be
construed as a limitation on such other rights and remedies available to the Artist
under the law which may now or in the future be applicable.
-4-
(2/16/88)
ARTICLE 8
WARRANTIES
8.1. Warranties of Title. The Artist represents and warrants that:
a. The Work is solely the result of the artistic effort of the Artist;
b. Except as otherwise disclosed in writing to the City, the Work is unique and
original and does not infringe upon any copyright;
c. The Work, or a duplicate thereof, except for limited edition,has not been
accepted for sale elsewhere; and
d. The Work is free and clear of any liens from any source whatever.
8.2. Warranties of Quality and Conditions. The Artist represents and warrants that:
a. The Work was executed and fabricated in a workmanlike manner;
b. The Work, as delivered 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; and
c. Reasonable maintenance of the Work will not require procedures substantially in
excess of those described in the maintenance recommendations to be submitted
under Article 1.3 hereof.
The warranties described in this Section 8.2 shall survive for a period of one
year after completion of installation of the Work. The City shall give notice to the
Artist of any observed breach with reasonable promptness. the Artist shall, at the
City's request, and at no cost to the City, cure reasonably and promptly the breach
of any such warranty which is curable by the Artist and which cure is consistent with
professional conservation standards, including but not limited to, cure by means of
repair or refabrication of the Work.
ARTICLE 9
REPRODUCTION RIGHTS
9.1. General. The Artist retains all rights under the Federal Copyright Act of 1976,
17 U.S.C. ** 101 et. seq., and all other rights in and to the Work except as such
rights are limited by this Section 9.1. In view of the intention that the Work in
its final dimension shall be unique, and except for limited edition, the Artist shall
not make any additional exact duplicate, two-dimensional reproductions of the final
Work, nor shall the Artist grant permission to others to do so except with the prior
written permission of the City. The Artist grants to the City and its assigns an
irrevocable license to make two-dimensional reproductions of the Work for
non-commercial purposes, including but not limited to, reproductions used in
advertising, brochures, stationery, media publicity, and catalogues of other similar
publications, provided, that these rights are exercised in a tasteful and
professional manner. Artist agrees to indemnify and hold harmless the City, its
officials, employees, agents and contractors, and each and everyone of them from an
against all claims, losses, damages, actions or expenses of every type and
description, including attorney's fees, to which they may be subjected arising out of
an alleged or actual copyright violation or other lack of ownership, authorship or
originality.
- -
(2/16/88)
9.2. Notice. All reproductions by the City shall contain a credit to the Artist and a
copyright notice substantially in the following form: " C Artist's name, " date of
publication.
9.3. Credit to City. The Artist shall use his best efforts to give a credit reading
substantially, "an original Work owned and by the City of Corpus Christi," in any
public showing under the Artist's control of reproductions of the Work.
ARTICLE 10
ARTIST AS INDEPENDENT CONTRACTOR
The Artist shall perform all work under this Agreement as an independent con-
tractor and not as an agent or an employee or official of the City. The Artist shall
not be supervised by any employee or official of the City nor shall the Artist
exercise supervision over an employee or official of the City.
ARTICLE 11
MISCELLANEOUS
11.1. Gratuities. The City may cancel this Agreement if it is found that gratuities
in the form of entertainment, gifts, or otherwise were offered or give by the Artist
or any agent or representative to any City official or employee with a view toward
securing favorable treatment with respect to the awarding, amending, or making of any
determinations with respect to the performance of this Agreement. In the event this
Agreement is cancelled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover from the Artist a
sum equal in amount to the cost incurred by the Artist in providing such gratuities.
11.2. Entire Agreement. This writing embodies the entire agreement and understanding
between the parties hereto, and there are no other agreements and understandings,
oral or written, with reference to the subject matter hereof that are not merged
herein and superseded hereby.
11.3. Modifications. No alteration, change or modification of the terms of this
Agreement shall be valid or effective unless made in writing and signed by both
parties hereto and approved by appropriate action of the City.
11.4. Waiver. No waiver of performance by either party shall be construed as or
operate as a waiver of any subsequent default of any terms, covenants, and conditions
of this Agreement. The payment or acceptance of fees for any period after a default
shall not be deemed a waiver of any right or acceptance of defective performance.
11.5. Governing Law. This Agreement, regardless of where executed or performed, shall
be governed by and construed in accordance with the laws of the State of Texas.
Venue for any litigation arising from this Agreement shall be in Corpus Christi,
Nueces County, Texas.
11.6. Heirs and Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the City and the Artist and their respective heirs, personal represen-
tatives, successors and permitted assigns.
11.7. 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
-g-
(2/16/88)
may be, if delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid, as follows:
1. CITY OF CORPUS CHRISTI: Joe B. Rodriquez, Public Art Coordinator
Multicultural Center
1581 North Chaparral
Corpus Christi, Texas 78401
2. ARTIST:
City Attorney's Office
P. 0. Box 9277
Corpus Christi, Texas 78469-9277
Attention: Reuben Perez
Dee Wolff
421 Arlington
Houston, Texas 77007
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first written above.
ATTEST: CITY OF CORPUS CHRISTI
Armando Chapa, City Secretary
APPROVED:
day of , 1988
Hal George, City Attorney
By
Juan Garza, City Manager
CITY OF CORPUS CHRISTI, TEXAS
CERTIFICATION OF FUNDS r/
(City Charter Article IV Section Z11)
I certify to the City Council that $ 25,000 , the amount required for
the contract, agreement, obligation or expenditures contemplated in the above
and foregoing ordinance is in the Treasury of the City of Corpus Christi to the
credit of:
Fund No. and Name
Project No.
Project Nave
Permanent Art Trust Fund
111-000-243.61
Artwork for Central Library
from which it is proposed to be drawn, and such money is not appropriated for any
other purpose.
F$f�I'f97. ?.
,C A <64
Atk 1/44.3-2
FIN 2-55
Revised 7/31/69
, 19 P8
99.066.01
Corpus Christi, Texas
/IA day of
The above resolution was passed by the following vote:
Betty N. Turner
David Berlanga, Sr.
Leo Guerrero Adatfift
Clif Moss
Bill Pruet
Mary Rhodes
Frank Schwing, Jr. (2,11L2
Mary Pat Slavik(fP1.--))
Linda Strong
20308
1982