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Home My Public Portal AboutAgreement_2015-05-14_Temple City Unified School District_ Public Art License Agreement, TC145238 30E 5/27/15 PUBLIC ART LICENSE AGREEMENT This Agreement ("Agreement") is dated May 14, 2015 for reference purposes only, and is entered into by and between the Temple City Unified School District, a California unified school district ("District") and the City of Temple City, a California municipal corporation ("City"). District and City may collectively be referred to as "the Parties" or individually as "Party." The "Effective Date" of this Agreement shall be the last date of approval of this Agreement by the respective governing bodies of the Parties. RECITALS A. The City desires the placement of public art in and on public and private locations throughout the Temple City community. B. District is the owner of real property known commonly as the Temple City Unified School District headquarters building located at 9700 Las Tunas Drive, Temple City, CA 91780 and legally described in Exhibit A, attached hereto and incorporated herein by reference ("the Property"). District is willing to permit City to place a specified piece of public art ("Artwork") on the Property. The Artwork is described or depicted in Exhibit B, attached hereto and incorporated herein by reference. C. The Artwork is property of the City. In consideration of the mutual promises and performances set forth below, the Parties agree as follows. 1. Grant of License. District grants to the City, it successors and assigns, a license for the purpose of installing, maintaining, operating and exhibiting the Artwork on and in the Property at the location specified below ("License"). a. Location of Artwork. The Artwork shall be located on the north exterior wall of the District's administrative offices located at 9700 Las Tunas Drive, Temple City, CA 91780. 2. Term of License. This License shall be for a period of three (3) years from the Effective Date. Unless terminated as provided in Section 3 of this Agreement, the License shall automatically renew thereafter for two (2) additional terms of one (1) year each, and shall remain in full force and effect unless and until terminated. 3. Termination. a. Either Party may terminate this Agreement upon written notice provided to the other Party within sixty (60) days prior to the expiration of the initial three (3) year term or one (1) year renewal terms. b. This Agreement and the License granted hereunder may be terminated by the District upon any of the following: RIV #4842-4873-3218 v1 rev. 05-1415 i. the Property is to be sold and the buyer requires termination of the License and/or removal of the Artwork as a condition of the purchase and sale; or ii. the Property is to be refinanced and the lender requires termination of the License and/or removal of the Artwork as a condition of the refinancing; or iii. the Property is to be physically altered in a way that precludes or is inconsistent with continued exhibition and maintenance of the Artwork, as determined by the District in its sole discretion; or iv. the Property is to be put to a different use that would render further display of the Artwork infeasible or inappropriate, as determined by the District in its sole discretion; or V. circumstances have materially changed and the continued exhibition and maintenance of the Artwork materially impedes District's reasonable use and enjoyment of the Property, as determined by the District in its sole discretion; or Vi. the occurrence of an emergency event, which necessitates the removal of the Artwork (in such event, reasonable verbal notice is required followed by post emergency written documentation of the emergency). c. The City may terminate the License at any time, with reasonable notice to District, should City determine, in its sole discretion, that continued exhibition of the Artwork is inappropriate under the circumstances, removal is required for the preservation or restoration of the Artwork, removal is required to protect the Artwork from theft or vandalism, or if City's access to the Artwork is materially impaired. d. The Parties agree that upon termination of this Agreement as provided herein, the Artwork shall be removed at the City's sole expense and the location where the Artwork was affixed or mounted restored in a good and workmanlike manner, normal wear and tear excepted. Removal and restoration shall occur within 30 days of the effective date of the termination of this Agreement, unless a different period is mutually agreed upon by the Parties. 4. Maintenance and Removal of Artwork. The City is solely responsible for the maintenance and necessary repair of the Artwork during the term of the License. District shall make no modifications to the Artwork and take such measures as are reasonable to protect the Artwork from theft and vandalism. If maintenance of the brick pavers/facade or other surface adjacent to the Artwork is necessary during the term of this Agreement, City agrees to be responsible for any such maintenance at City's expense. 5. District's Representations. District is not to interfere with the appearance or artistic expression of the Artwork by placing obstructions on or in front of it, by erecting structures adjacent to, above or below the Artwork or by undertaking other measures that would detract from reasonable public enjoyment of the Artwork. RIV #48424873-3218 v rev. 05-14-15 6. Ownership of Artwork. City retains all ownership rights to the Artwork as an artistic work, including marketing and exhibition rights. District shall be entitled to include the Artwork in photographs, films or videotapes of the Property to the extent that it is an incidental part of advertising for District purposes or for other District business purposes. Right of Entry. Throughout the term of this Agreement or any extension thereof, the City shall have the right to enter the Property during normal District business hours, and at all other times with advance approval of the District, for any and all of the purposes described in this Agreement. 8. Indemnification. To the fullest extent permitted by law, City shall indemnify, save and hold harmless District, its officers, employees and agents from and for any and all liability, losses, claims, actions, judgments for damages, or injury to persons or property, including reasonable attorneys' fees, arising from the acts or omissions of the District, its officers, agents, employees, guests and invitees caused or incurred by City, its officers, agents, employees, guests or invitees, and not caused by or arising out of tortious acts of the District or its officers, agents, employees, guests or invitees. 9. Contractual Relationships, Assignment. This Agreement does not render either Party to be the agent or legal representative of the other for any purpose whatsoever. Neither Party is granted any express or implied right or authority to assume or create any obligation on behalf of the other or to bind the other in any manner whatsoever. Neither Party shall assign this Agreement without the prior written consent of the other, which consent can be withheld in the sole discretion of such Party. 10. Notice. Notice shall be made to the following address, unless otherwise provided for in writing: City District City of Temple City Temple City Unified School District Attn: City Manager Attn: Maintenance & Operations Director 9701 Las Tunas Dr. 9700 Las Tunas Dr. Temple City, CA 91780 Temple City, CA 91780 11. Amendments. The Parties expressly reserve the right to modify this Agreement from time to time, by mutual consent. No modification or amendment of the provisions of this Agreement shall be effective unless in writing and signed by authorized representatives of the Parties. 12. Invalidity of Particular Provisions. If any provision of this Agreement or the application thereof shall be determined to be invalid, void or illegal, such provision shall be construed and amended in a manner that would permit its enforcement, but in no event shall such provision affect, impair or invalidate any other provision hereof. RIV 448424873-3218 v1 rev. 05-14-15 13. No Waiver. No waiver of full performance by the Parties shall be construed, or operate, as a waiver of any subsequent default or breach of any of the terms, covenants or conditions of this Agreement. 14. Interpretation; Governing Law. This Agreement shall, in all respects, be interpreted, enforced, and governed by and under the laws of the State of California. This Agreement shall be construed as a whole in accordance with its fair meaning and not strictly for or against any Party hereto. 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but such counterparts shall be deemed to constitute one and the same instrument. 16. No Third Party Beneficiaries. This Agreement is by and between the Parties, and no third parties are intended to be expressly or by implication benefitted thereby. 17. Further Acts. Each of the Parties agrees to do such further acts as may be reasonably required in order to give full effect to the provisions of this Agreement. IN WITNESS THEREOF, the Parties have executed this Agreement by its duly authorized representatives. CITY DISTRICT Name: Name:Io� o kw,d= Title: L r �? 6 J(n -% j —4 -- ATTEST: & Peggy Cuo, ity Clerk RIV #4842-0873-3218 vl Title: C 60 rev. 05-14-15 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Lots 484, 485, 486, 487, 488, 489, 490, 491, 492, 493 and 494 of Tract No. 6561 as per map recorded in Book 72, Pages 34 & 35 of Maps in the office of the County Recorder of the County of Los Angeles. RIV #4842-4873-3218 v rev. 05-14-15 1*1411100811 DESCRIPTION OF ARTWORK The Artwork, at 8' high and 26' wide, provides a mural of scenes from famous books and authors' faces; themes include the Emerald City from "The Wizard of Oz", a volcano from Dr. Suess' "Oh the Places You'll Go!" as well as the faces of famous authors including J.K. Rowling, Mark Twain, Amy Tan and William Shakespeare. The Artwork was designed and painted in 2011 by 20 Temple City High School ("TCHS") students under guidance of renowned muralist Art Mortimer and TCHS art teacher Kim Cales. RIV #48424873-3218 v1 rev. 05-14-15