STATE OF TEXAS Agreement of Sale COUNTY OF TARRANT

Transcription

1 STATE OF TEXAS Agreement of Sale COUNTY OF TARRANT This agreement is made and entered into by and between MORREL STUDIOS INC., ( Artist or Studios ), a New York corporation and the CITY OF ARLINGTON, TEXAS ( Purchaser or City ), a municipal corporation. 1. SALE. Artist agrees to sell to Purchaser the work of art created by Artist named Unity Arch (the Artwork ), as shown in Exhibit A, subject to the terms of this Agreement. a. Morrel Studios Inc. is engaged in the business of designing and creating sculpture. Owen Morrel, a resident of Peconic New York is the sole stockholder of and President of Morrel Studios Inc. 2. PURCHASE PRICE. Purchaser agrees to pay to Artist, by electronic funds transfer within 30 days of submission of invoice for progress payments due. Total cost for the project will be $235,000 via the payment schedule as presented in Exhibit B. Final payment will be made within 30 days from submission of final invoice once artwork is installed in Richard Greene / Robert Cluck Linear Park as described in Exhibit C. a. Sales Tax. Purchaser is exempt from sales tax. Any sales tax shall be the responsibility of purchaser. 3. DESIGN PROCESS. The Design Committee shall be kept up to date on the progress of the sculpture. Photographs of the sculpture at the various stages of design shall be sent to the Purchaser c/o Gary Packan. The Design Committee will be invited to visit the shop in California prior to shipping. The Design Committee will be notified when the sculpture is near completion and shall be able to review completed metal sculpture prior to shipping. Digital photographs of sculpture shall be provided through out the process. 4. DELIVERY AND INSTALLATION. The Artist will deliver and attend the installation of the Artwork on the foundation and/or footings prepared, and supervised by City as specified by the Artist s engineers per the subsequent drawing to be supplied to Purchaser by Artist at the same time all certified structural drawings are submitted. City shall orchestrate and assume the responsibility and any and all costs associated with any foundation work or site work as specified by Artist s engineer s drawing instructions. All site prep and costs associated with the foundation, other than the engineer s foundation drawing, shall be the sole responsibility of the Purchaser. Purchaser shall be responsible to obtain permits as required. Purchaser shall be notified by the Artist of the date for delivery at least 60 days in advance of sculpture delivery to insure timely installation. Any concrete to be poured with respect to the engineers requirements shall be poured at least 30 days prior to delivery of sculpture to allow the full curing period for

2 maximum P.S.I. strength of the concrete. Artwork shall be delivered within 11 months upon signing of this agreement and subsequent to receipt of first payment. Delays in delivery due to the foundation work or permitting being incomplete shall not be the responsibility of the Artist and the resulting delay period could be added to 11 month delivery schedule as an extension without penalty to Artist. Artist shall be able to converse with contractor involved in foundation and site work to insure the site is ready for installation. Digital pictures of site work and site readiness shall be provided to Artist by contractor or Purchaser upon request to insure a timely and cost effective installation. Purchaser shall provide Artist with soils or geotechnical information sufficient for Engineers to design the foundation or footings. 5. TITLE. Title to the Artwork will transfer from Artist to Purchaser upon full payment of the purchase price. 6. INSURANCE; RISK OF LOSS. The risk of loss or damage to the Artwork will be borne by Artist until the Artwork is installed at the Richard Greene / Robert Cluck Linear Park in Arlington, Texas. Installed shall be defined to mean bolted down to the foundation as prepared by Purchaser. The Artist s insurance will cover the Artwork prior to installation. All risk of loss, liability, or damage to, or related to, the Artwork following such installation will be borne by the City. 7. EXPENSES. Artist will be responsible for all costs and expenses of insuring, packing, shipping, delivering, and Artwork fabrication. Artist shall have no responsibility for any and all costs related to the fabrication and installation of the foundation, footings and site work as required by the design and the engineering drawings and any preparatory site work or subsequent addendums to the site such as pole lighting or in ground lighting. Artist has no objections to the Purchaser installing pole or in ground lighting to illuminate the sculpture at night. No colored lighting shall be added by Purchaser without Artist s consent.. 8. MAINTENANCE. Upon installation of the Artwork, the Artist will submit to the City written information for appropriate maintenance and preservation of the Artwork. After the installation the City will be solely responsible for all costs and actions associated with maintenance of the Artwork. 9. BILL OF SALE. Artist agrees to deliver to Purchaser a Bill of Sale evidencing the transfer of title from Artist to Purchaser upon full payment of the Purchase Price. 10. REPRESENTATIONS OF ARTIST. Artist represents to Purchaser that (i) the Artwork is an authentic work of art created by the Artist and (ii) Artist has the legal authority to convey good title in the Artwork to Purchaser. 11. RESERVATION OF RIGHTS. Ownership of copyright in the Artwork will remain with Artist. Subject to any limitations provided in this Agreement, the Artist reserves all rights under the Visual Artists Rights Act and other moral rights relating to the (2)

3 Artwork. The Purchaser may not make or authorize any reproduction or derivative work or public display of the Artwork without the Artist s prior written consent. The Artist reserves all rights in and to the Artwork and other materials not expressly granted or licensed to the Purchaser herein. a. Purchaser shall have exclusive right to control the location, or removal of the sculpture, Unity Arch after it is purchased by Purchaser. In the event the purchaser wishes to destroy or remove the sculpture the artist shall be granted the right of first refusal in writing to re-acquire the sculpture, Unity Arch for the purchase price herein stated or at a price to be negotiated prior to its removal. b. In the event of any disputes arising from damages, or any other legal or equitable remedy against the Purchaser for violation of the Artists rights as stated herein; Artist shall have the right to request arbitration under the rules of the American Arbitration Association. In the event modification, or damage of Unity Arch exists to the extent that Artist Copyrights and design have been modified to an extent such that the design is no longer the original design, the Artist reserves the right to remove his name from association with the sculpture and any and all attribution to Morrel Studios Inc. or Owen Morrel for the existence of the Unity Arch. 12. GENERAL. This Agreement represents the entire understanding between the Purchaser, on the one hand, and the Artist on the other hand, with respect to the sale of the Artwork hereunder. The terms of this Agreement may not be modified except in writing signed by all parties hereto. This agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue of any action shall be in Tarrant County, Texas. This Agreement may not be assigned by any of the parties hereto. (3)

4 AGREED: ARTIST: MORREL STUDIOS INC. Owen Morrel as President for Morrel Studios Inc Morrel Studions Inc. PO Box Soundview Ave. Peconic, NY WITNESS: Tax I.D. # Date: PURCHASER: CITY OF ARLINGTON, TEXAS ATTEST: BY: THERON BOWMAN Deputy City Manager MARY SUPINO, City Secretary APPROVED AS TO FORM: JAY DOEGEY, City Attorney BY: (4)

5 THE STATE OF NEW YORK ARTIST ACKNOWLEDGMENT COUNTY OF SUFFOLK BEFORE ME, the undersigned authority, a Notary Public in and for the State of New York, on this day personally appeared OWEN MORREL, President of Morrel Studios Inc. known to me (or proved to me on the oath of or through (description of identity card or other document)) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act and deed of OWEN MORREL, SCULPTOR, as OWNER OF MORREL STUDIOS INC. thereof, and for the purposes and consideration therein expressed and in the capacity therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the day of, [Seal] Notary Public in and for The State of NEW YORK Notary's Printed Name THE STATE OF TEXAS CITY OF ARLINGTON, TEXAS ACKNOWLEDGMENT COUNTY OF TARRANT BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared THERON BOWMAN, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act and deed of THE CITY OF ARLINGTON, TEXAS, a municipal corporation in Tarrant County, Texas, and as DEPUTY CITY MANAGER thereof, and for the purposes and consideration therein expressed and in the capacity therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the day of, [Seal] Notary Public in and for The State of Texas Notary's Printed Name (5)

6 EXHIBIT A UNITY ARCH (6)

7 Exhibit A cont. approximate dimensions of UNITY ARCH Figure 1 COPYRIHT OWEN MORREL APPROXIMATE DIMENSIONS UNITY ARCH (7)

8 EXHIBIT B PAYMENT SCHEDULE Total Project cost not to exceed $235,000 50% within 30 days of signing of this sales agreement $117,500 25% of balance due upon notification with photo of piece 50% completed in shop $58,750 20% balance upon notification ready to ship artwork shipping will occur subsequent to receipt of this payment $47,000 Remaining balance of 5% is due upon delivery and installation $11,750 Artist shall submit an invoice for each of the above payments Payments shall be sent via Electronic Funds Transfer to Artist s account Within 30 days upon Artist submitting an invoice to Purchaser for Release of progress payments as outlined herein. (8)

9 EXHIBIT C ARTWORK LOCATION (9)