1 CONTRACT BETWEEN THE CITY OF MARYSVILLE
AND FRIENDS OF THE MARYSVILLE STAMPEDE AND JEFF WOLF
CONCERNING THE GIFT OF A WORK OF ART
THIS AGREEMENT (“Agreement”) is made by and between the City of Marysville, a Municipal Corporation and City in the State of California (“City”), Friends of the Marysville Stampede (“Donor”), and Jeff Wolf (“Artist”).
RECITALS
A. Cotton Rosser, now deceased, was a local celebrity and promoter of the Flying U Rodeo in the Marysville community.
B. Donor has commissioned Artist to create a statue of Cotton Rosser (the “Statue”) and to donate the statue to the City subject to the terms and conditions set forth in this Agreement, the City is willing to accept the donation of the Statue.
IN CONSIDERATION of the matters described above, and the terms, conditions and obligations set forth in this Agreement, the parties agree as follows:
Section 1
Incorporation of Recitals
The foregoing recitals are not merely recitals but are contractual in nature and are incorporated into this Agreement.
Section 2
Creation of the Statue
Donor has solicited funds which will be utilized to compensate Artist for creation of the statue. The design and creation of the statue is a matter exclusively involving Donor (and third parties with whom Donor may consult) and is not an obligation of the City under this Agreement.
Section 3
Conditions Precedent to the City’s Acceptance of the Statue Donation The City’s acceptance of the statue donation is conditioned upon satisfaction of each of the following conditions precedent:
1. Donor agrees, in writing, to the area for initial placement of the statue.
2. Donor arranges at its sole cost and expense and installs a foundation and any ancillary support structures, features, lighting and other improvements related to display of the statue.
2 3. Donor deposits with City an amount sufficient to reimburse City for the cost of an insurance policy to insure against damage to the statue whether caused by vandalism, acts of God or any other cause.
Section 4
Artist Representations, Warranties and Waiver
Artist represents and warrants he is the creator of the statue and as such he is possessed of all copyright, intellectual property and other rights regarding the statue. Artist represents that Donor has arranged to fully compensate Artist for the transfer and relinquishment of all rights of any nature whatsoever which pertain to the statue, except as set forth below. Artist, on behalf of himself and his heirs, successors and assigns, relinquishes all rights with respect to the statue including any rights under laws which may prohibit alteration, destruction or removal of the statue from its initial location. The Artist specifically waives, for himself as well his heirs, successors and assigns, any rights which might exist under California Civil Code Sections 980 through 989 inclusive and any similar laws. The waiver given herein is made by this Agreement pursuant to California Civil Code Section 987(g)(3). The Artist, as well as the Donor, specifically agree and consent that the City, in its sole discretion, may remove the statue from its initial placement location, remove the statue from public view, transfer the statue to any person, firm or entity of any nature whatsoever, destroy the statue, or take any other action the City may choose in its sole discretion. If the City removes the statue from its initial placement location, without the intent to place statue in an alternative location, the Donor retains the right of first refusal to have the statute returned to Donor.
The Artist retains the right to reproduce, sell, and distribute as he sees fit copies of the statue which are reduced from its original size.
Section 5
Maintenance
With the exceptions listed in sections 4 and 6, City hereby covenants and agrees, upon installation of the Statue, foundation and any ancillary support structures, features, lighting and other improvements related to display of the Statue by the Donor, to keep and maintain the improvements in good and safe order. This will apply if the statue is moved to another location of public display.
Section 6
Damage to Statue and Insurance Coverage
In addition to the initial premium for insurance against damage to the statue, Donor agrees that, on an annual basis and for a period of ten years, it shall pay to City, within 30 days of receipt of an invoice from City, the cost to maintain such policies of insurance as may be necessary to protect and repair the statue should it be damaged from any cause whatsoever. In the event of loss or destruction of the statue, City has no obligation to expend any of its own funds. To the extent the statue is damaged, and the City makes a claim against the insurance it obtains, Donor agrees to pay any deductible associated with such damage or loss.
Section 7
3 Miscellaneous Provisions
1. No Third Party Rights. This Agreement creates no rights in any third parties. 4 2. Binding Effect. This Agreement is binding on the heirs, successors, assigns and legal representatives of the parties.
3. Notice. Whenever in this Agreement it shall be required or permitted that notice and demand be given or served by either party to the other, this notice or demand shall be given or served and shall be deemed to have been given or served when made in writing and forwarded by certified mail, addressed as follows:
TO CITY: :
City of Marysville
526 C Street
Marysville, CA 95901
Attn: Jim Schaad, City Manager
COPY TO:
Rich, Fuidge, Bordsen & Galyean, Inc.
1129 D Street
Marysville, CA 95901
Attn: Brant J. Bordsen, City Attorney
TO DONOR:
870 W Onstott Frontage Rd E
Yuba City, CA 95991,
Attn: Tina Williams
TO ARTIST:
Jeff Wolf, High Desert Collectibles, Inc.,
3502 W 7900 S
Spanish Fork, UT 84660
Either party may change this address by written notice by certified mail to the other.
4. Integration. This Agreement expresses the entire understanding of the parties and replaces any and all former agreements, understandings, representations, or representations relating in any way to the subject matter, and all parties waive any other or further representations, warranties, or agreements not set forth in this Agreement.
5. Modification. This Agreement may be modified only by a document in writing signed by the parties hereto.
6. Attorney’s Fees. In the event of any action or other proceeding related to this Agreement, each party shall bear their own attorney’s fees. Notwithstanding that an award of attorney’s fees might be available pursuant to statutory or other law, each of 5 the parties hereto specifically waives the benefit of any such law and agrees that there shall be no award of attorney’s fees for any party arising out of any dispute related to this Agreement.
7. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth below.
Date: FRIENDS OF THE MARSYVILLE STAMPEDE
By:
Its , Donor
Date: JEFF WOLF
By: . Artist
Date: CITY OF MARSYVILLE
By:
Chris Branscum, its Mayor, City
Attest:
Nicole Moe, City Clerk