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ART PURCHASE AGREEMENT BETWEEN JUAN MENDEZ, INDIVIDUALLY AND CITY OF MOSCOW, IDAHO THIS ART PURCHASE AGREEMENT (hereinafter "Agreement"), is made and entered into this b day of fVt q 'f , 2011, by and between Juan Mendez, PO Box 1701, B01mers Ferry, Idaho, 83805 indiviaually (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 sponsored a competition for the creation of a designs to be utilized as public art for bus stop shelters as part of a grant funded by the Federal Transit Administration (FTA) under the 5309 Bus and Bus Shelter grant (hereinafter "Project"); and WHEREAS, ARTIST was one of the successful submitters of the design competition; and WHEREAS, CITY wishes to contract with ARTIST for purchase of the original work of m1 produced for 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 of One Hundred Dollars 00.00); NOW, THEREFOR, CITY and ARTIST, for the consideration and under the conditions hereinafter set forth, agree as follows: 1. CITY does hereby retain ARTIST to perform the work and services herein described. ARTIST is an independent contractor and shall furnish all labor, materials, supplies, equipment or use thereof, a11d 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 final artwork to size and dimensions specified by CITY in its bus shelter artwork competition application. ARTIST shall produce one design entitled "Idaho Trees" and shown in Exhibit of this Agreement. CITY and ARTIST agree that such approved design (hereinafter "ARTWORK") is attached as Exhibit the same as if fully transcribed and copied herein. 3. ARTIST shall complete and deliver the final ARTWORK to CITY no later than the 17th day of May, 2011. 4. ARTIST shall be paid by CITY upon completion of ARTWORK, the total payment of One Hundred Dollars ($100.00), to include all applicable taxes. CITY shall make payment to ARTIST on or before the 17th day of June, 2011. 5. Upon payment to ARTIST, CITY shall take permanent possession and ownership of ARTWORK. ARTWORK shall be acquired and maintained by CITY as determined by CITY ---PAGE BREAK--- and its Director of Moscow Atis Department and may be displayed or utilized for the benefit of the public at CITY's discretion. 6. ARTIST agrees not to reproduce ARTWORK, m 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 ARTIST whenever appropriate and possible in the context of such use. 9. ARTIST guarantees the submitted design does not infringe on any right of publicity, trademarks, copyrights, or any other rights belonging to a third pmiy. 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. 11. This Agreement may be changed, modified, or amended only by written agreement executed by both parties and attached hereto. 12. The services contracted herein shall be rendered without discrimination as to race, creed, color, national origin, marital status, sex, sexual preference, age, or the presence of any sensory, mental, or physical handicap. 13. ARTIST shall defend, protect, indemnify, and save harmless CITY, its officers, agents, employees, and assigns, from and against any and all damages, claims, suits, and/or actions arising from any negligent act, negligent activity, or omission of ARTIST or any employee or agents of ARTIST in and during the performance of this Agreement or as a result of this Agreement. 14. 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. 15. 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. 16. 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 ofldaho, in and for the Cotmty of Latah. 2 ---PAGE BREAK--- 17. ARTIST's services under this Agreement shall terminate by the 15 day of _ _ 2011. IN WITNESS thereof, the parties hereto executed this Agreement on the day and year first written above. ARTIST , Individually tJt d..t7z- STATE OF IDAHO ) ) ss: County of Latah ) CITY OF MOSCOW, IDAHO On thisay of 'l'il(),'d , 2011, before me, the undersigned, a Notary in and for said State, personally appeared Juan endez, known to me to be the person whose name 1s to the foregoing Agreement and acknowledged to me that he executed the same in his capacity as Artist. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written. hAA. N for the State of Idaho Residing at V'Ylo'&.<:6 lt--.J My commission expires: S; • l Lj Z..o I Attachment: Exhibit 3 ---PAGE BREAK---