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ART PURCHASE AGREEMENT BETWEEN MELISSA ROCKWOOD, INDIVIDUALLY AND D/B/A RDESIGN AND CITY OF MOSCOW, IDAHO THIS ART PURCHAS AGREEMENT (hereinafter "Agreement"), is made and entered into this 1/ day of MA , 2007, by and between Melissa Rockwood individually and doing business as Rdesign, 11 West 4'h Street, Moscow, Idaho, 83843 (hereinafter"ARTIST"), and City of Moscow, Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"). W I T N E S S E T H: WHEREAS, the City of Moscow, Idaho Historic Preservation Commission sponsored a competition for the creation of an historic district logo; and WHEREAS, ARTIST was the successful submitter of the historical district logo competition; and WHEREAS, CITY wishes to contract with ARTIST for purchase of the original work of art produced tor such competition and all rights thereto; and WHEREAS, CITY wishes to purchase the original artwork and all rights thereto from ARTIST for an all inclusive amount offive hundred dollars ($500); NOW, THEREFOR, CITY and ARTIST, for the consideration and under the conditions hereinafter set forth, agree as tollows: I. CITY does hereby retain ARTIST to perform the work and services herein described. ARTIST is an independent contractor doing business as Rdesign and shall furnish all labor, materials, supplies, equipment or use thereof, and all other incidental items, and shall conduct and complete work in a professional and timely manner. 2. The scope of work to be performed by ARTIST under this Agreement is to produce t!nal artwork to size and dimensions specified by CITY in its Moscow Historic Preservation Commission Historic District Logo Competition application. ARTIST shall produce two designs, one for each historic district Fort Russell Neighborhood Historic District and the Moscow Downtown Historic District. Eacb design should be presented on eigbt and one half inch by eleven inch (8 x ll ")paper, one copy color and second copy black and (not gray-scale). A synopsis of design concept, including a description of the elements used in the design and methods used tor creating the design shali be submitted to CITY. A CD with .jpg or .pdf files of each design and color-way shall be submitted to CITY. execute ,ART PURCHASE AGREEME1\T • RC'CKWOOD A:-\D CiTY P,\GE j OF 4 2007-08 ---PAGE BREAK--- 4. CITY and ARTIST agree that such approved design print (hereinafter "ARTWORK") is attached as Exhibit the same as if fully transcribed and copied herein. 5. ARTIST shall complete and deliver the final ARTWORK to CITY no later than Saturday, the 12'h day of May, 2007. 6. ARTIST agrees not to reproduce ARTWORK, in any way, for the commercial benefit of ARTIST. 7. ARTIST agrees to cede copyright and all other rights in the adopted ARTWORK to CITY and/or its affiliated organizations for free use in perpetuity in the context of publicity and municipal use in exchange for the purchase amount herein. 8. ARTIST understands that CITY may authorize third parties to graphically reproduce or modify ARTWORK to meet the purpose of acquiring the ARTWORK. Regardless, CITY undertakes to acknowledge/credit the copyright of ART!ST(S) whenever appropriate and possible in the context of such use. 9. ARTIST guarantees the submitted designs do not to infringe on any right of publicity, trademarks, copyrights, or any other rights belonging to a third party. CITY shall not be held responsible for any infringement and subsequent repercussions of any such infringement. 10. ARTIST agrees to relinquish the right to any financial proceeds from the sale of reproductions of ARTWORK, if any. II. ARTIST shall be paid by CITY upon completion of ARTWORK, the total payment of five hundred dollars ($500), to include all applicable taxes. CITY shall make payment to ARTIST on or before Saturday, the 12'h day of June, 2007. 12. Upon final payment to ARTIST, CITY shall take permanent possession and ownership of ARTWORK. ARTWORK shall be acquired and maintained by CITY as determined by CITY and its Director ofMoscow Arts Department and may be displayed or utilized tor the benefit of the public at CITY's discretion. 13. This Agreement may be changed, modified, or amended only by written agreement executed by both parties and attached hereto. 14. The services contracted shall be rendered discrimination as to race, creed, color, national origin, marital status, sex, sexual preference, age, or the presence of sensory, mental, or physical handicap. ART PURCHASE AGREEMENTo ROCKWOOD AND CiTY PAGE20F4 ---PAGE BREAK--- agents of ARTIST in and during the performance of this Agreement or as a result of this Agreement. 16. If any provision of this Agreement, or any provision of any document incorporated by reference shall be invalid, such invalidity shall not affect the other provisions of this Agreement which can be given affect without the invalid provision, and to this end the provisions of this Agreement are declared to be severable. 17. CITY may, by written notice, for non-fulfillment of contractual terms, terminate this Agreement in whole or in part. If this Agreement is so terminated, CITY shall be liable only for payment for services rendered prior to the effective date of termination. 18. It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho. in and for the County of Latah. 19. ARTIST'S services under this Agreement shall terminate by the 15'h day of June, 2007. IN WITNESS thereof. the parties hereto executed this Agreement on the day and year first written above. ARTIST Melissa Rockwood, Individually and dba Rdesign ART PURCHASE AGREE:tv!E,T- ROCKWOOD AND C!TY CITY OF MOSCOW, IDAHO ATTEST: PAGE30F4 ---PAGE BREAK--- STATE OF IDAHO ) ) ss: County of Latah ) ACKNOWLEDGMENT On this l l t/'aay of , 2007, before me, the undersigned, a Notary in and for said State, personally appeared ilissa Rockwood, known to me to be the person whose name is subscribed to the foregoing Agreement and acknowledged to me that she executed the same in her capacity as Artist, the authorized representative of Rdesign, IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove ART PLRC!-L\SE AGREEMENT( ROCK\VOOD AND ClTY Not?trv Residing at (Ac;bulvV 1 M • • • , I { y COmffi!SS!On exp1res: I i r PAGE 4 OF 4 ---PAGE BREAK--- EXHIBIT ---PAGE BREAK--- ---PAGE BREAK--- Color scheme for sign age: Brown: Blue: Green: Brick: PMS 7533 PMS 659 PMS 7491 PMS 7526 Black EXHIIalT"