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AGREEMENT FOR DONATIONOF ART WORK
THIS AGREEMENT FOR DONATION OF ART WORK (“Agreement”) is entered into this _______ day of May 10, 2023, between the City of Cathedral City (“City”) and Denise Trout (“Donor”), whose address is 7435 West Wigwam Ave, Las Vegas, NV 8913.
R E C I T A L S
WHEREAS, the Donor has ownership of a certain painting named “Tahquitz Ridge of San Jacinto” (“Artwork”) by artist Val Samuelson, deceased, photos of which is attached hereto as Exhibit A and incorporated herein by reference; and
WHEREAS, the Artwork is being offered to the City as a donation; and WHEREAS, the Cathedral City Public Arts Commission considered the donation at their April 11, 2023 regular meeting and recommended that the City Council accept the donation; and WHEREAS, the City Council at its regular meeting of May 10, 2023 has chosen to accept the donation of the Artwork as a permanent addition to the City’s public art collection; and
NOW, THEREFORE, the City and the Donor, for the consideration and under the conditions hereinafter set forth, agree as follows:
ARTICLE 1: SCOPE OF SERVICES
1-1.1 GENERAL
Donor desires to donate the Artwork to City because due to the artist, Val Samuelson, had historic ties to Cathedral City. The Donor wishes to donate the Artwork to City without any instructions.
ARTICLE 2: WARRANTIES
2-1 WARRANTIES OF TITLE
The Donor, based solely on their own knowledge without any duty of investigation, represents and warrants that:
(a) The Artwork is solely the property of the Donor, and to their knowledge, Donor owns all rights, title and interest, regarding the Artwork and there is no dispute as to their ownership of the Artwork.
(b) The Artwork is unique and original and does not infringe upon any copyright. (c) The Artwork is not now and has not been during the period of Donor’s ownership or possession of the Artwork, the subject of any current or past claim, demand, or any legal or administrative action, whether related to disputed ownership, copyright infringement, or otherwise.
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ARTICLE 3: TITLE, COPYRIGHTS, AND ASSIGNMENT OF ROYALTY RIGHTS (a) Title to Artwork shall pass to the City upon acceptance of the donation by the Cathedral City City Council as evidenced by the City Council’s approval at a duly noticed regular meeting of the City Council and of this Agreement executed by the Donor, The Donor hereby conveys to City and City’s assigns, the right to collect any royalty payments including, without limitations, those provided by California Civil Code Section 986. (b) The City hereby assumes the title, inclusive of all copyrights to Artwork.
ARTICLE 4: DONOR’S RIGHTS
4-1 GENERAL
The Donor conveys all rights under the Copyright Act of 1976 (17 USC 101 et seq.) the Donor may have concerning the Artwork. City may make any exact duplicates or reproduction of the completed Artwork, or license the right for others to do so, without the express prior written permission of the Donor. City may make or license the right to make image reproductions including but not limited to: any written or printed information pertaining to the City; reproduction in exhibition catalogues, books, slides, photographs, postcards, posters, and calendars; in art magazines, art books and art and news sections of newspapers; in general books and magazines not primarily devoted to art; slides and film strips; video; computer web sites and television.
4-2 CREDIT TO THE ARTIST
All images of Artwork by the City shall contain a credit to the Donor.
4-3 CREDIT TO THE ARTIST
The City shall use its best efforts to give a credit creation of the Artwork to the Artist in any public showing, exhibition or illustration of the Artwork under the City’s control 4-4 COPYRIGHT REGISTRATION
Any registration of a copyright under the Copyright Act of 1976 shall be the sole responsibility of the City and the costs of such registration shall be borne by the City. The City has no obligation to sue or defend on behalf of the Artist to protect the claims of the Artist, or Artist’s estate.
ARTICLE 6: REMOVAL, REPAIR, OR ALTERATION
6-1. The City has the right to remove the Artwork from public display or viewing and to conduct work to conserve, repair, or restore the Artwork at any time where the City deems such work is prudent or necessary.
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ARTICLE 10: ENTIRE AGREEMENT
This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other Agreements or understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby.
ARTICLE 12: APPLICABLE LAW
This Agreement and all matters relating to it shall be governed by and construed in accordance with the laws of the State of California.
ARTICLE 15: HEIRS AND ASSIGNS
This Agreement shall be binding upon and shall inure to the benefit of the City and of the Donor and of their respective heirs, personal representatives, successors and permitted assigns.
ARTICLE 16: 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 delivery and receipt thereof, as the cause may be, if delivered personally or sent by certified mail, return receipt request, postage prepaid as follows:
THE CITY: City of Cathedral City
City Clerk
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
DONOR: Denise Trout
7435 West Wigwam Ave.
Las Vegas, NV 89113
ARTICLE 17: ATTORNEY’S FEES
Should any action or proceeding be brought to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs.
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ARTICLE 19: CITY MANAGER’S SIGNATURE
It is an express condition of this Agreement that said Agreement shall not be complete or effective until signed by either the City Manager or authorized designee on behalf of the City and by the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective authorized officers or representatives as of the day and year set forth below.
DATED: May______, 2023
Approved as to Form: CITY OF CATHEDRAL CITY
a municipal corporation
By_____________________________ By________________________________ Eric Vail, City Attorney Charles McClendon
City of Cathedral City City Manager, City of Cathedral City ATTEST: DONOR
By____________________________ By________________________________ Tracey Hermosillo Denise Trout
City Clerk, City of Cathedral City Donor
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Exhibit A
Photograph of Art entitled ”Tahquitz Ridge of San Jacinto” by Val Samuelson