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HomeMy WebLinkAbout24-121 Resolution No. 24-121 RESOLUTION AUTHORIZING EXECUTION OF A COMMISSIONED ART AGREEMENT WITH ERIC DOWDLE D/B/A DOWDLE STUDIOS FOR THE CREATION OF ORIGINAL ARTWORK, LIMITED-EDITION PUZZLES AND GICLEES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9)the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Commissioned Art Agreement on behalf of the City of Elgin with Eric Dowdle d/b/a Dowdle Studios, for the creation of original artwork, limited- edition puzzles and giclees,a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: April 24, 2024 Adopted: April 24, 2024 Vote: Yeas: 7 Nays: 2 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk COMMISSIONED ART AGREEMENT This Commissioned Art Agreement(the"Agreement") is entered into as of May 1 2024, by and between the city of Elgin,Illinois with a principal place of business at 150 Dexter Court,Elgin,Illinois 60120("City") and Eric Dowdle(Artist),dba Dowdle Studios,with a principal place of business at 1280 West 200 South, Lindon,UT 84042,each a "Party"and collectively,the"Parties." The City hereby commissions the Artist to create an original work of art (Artwork) and the derivative products ("Products") and services (together to be referred to as the "Project") described herein for the total fee of$116,000 USD. A) Enza2ement. The City hereby engages the Artist to create and provide the following Artwork derivative products("Products")and or services; 1)Original Artwork: Dimensions: 24 in x 30 in(size) Medium: Acrylic painting Description: According to the Artist's creative expression and sole discretion__ subject to the requirement that the Artwork be appropriate for public display,he shall create an original work of art,consistent with the Artist's folk art style,featuring the City and the Artist's vision of the City's unique features and attributes. 2)Special Edition Puzzles: The Artist shall create a new original Puzzle design, featuring the aforementioned commissioned Artwork. The Puzzle design will feature the Artwork that Artist creates for the City. Included in this Agreement,the Artist shall have manufactured and deliver to the City, Two Thousand(2,000)boxed Special Edition puzzles(500 piece),on the date of the Unveiling Event. The City may purchase additional Puzzles at the original wholesale price, per Exhibit B attached hereto,during the City's 1 year Exclusive License to Sell period. 3)Limited Edition Prints: Eight(8) individual Giclee Canvas Prints,size 32 X 40 of the Artwork. Each Limited Edition canvas print,will be hand signed by the artist and numbered(indicating Limited Edition)and framed. Art Commission Agreement—Elgin,Illinois mid Dowdle Studios-2024 2 4)Certificates of Authenticity: Artist will provide City with a Certificate of Authenticity for the Original 24 in.x 30 in. Artwork and each of the Eight Limited Edition Canvas Prints. 5)Legacy Wall Puzzle: Artist will create and provide to the City an 8 ft. x 10 ft. Wall Puzzle featuring the original City artwork design. The specifications of the Wall Puzzle are as follows: Size: 8 ft. x 10 Ft. Materials:Wood,Acrylic,Plastic. 6)Unveiling Event: The Artist will participate in and host the Unveiling Event and the Missing Pieces Ceremony,wherein the City's designated individuals will be recognized on stage and place the puzzle piece in which they are featured, into the Wall Puzzle,enabling the ceremonial completion of the Wall Puzzle. B) LICENSES 1. Licenses to Market/Sell: Exclusive and Irrevocable License. The Artist grants to the City an Exclusive_and Irrevocable License to sell, market, advertise, display and distribute the Special Edition Puzzles and Art Prints(Products), included in this agreement,for a period of 1 year, from the date of Unveiling Event. 2. Dowdle License for Use. The Artist grants the City a Limited License to the City for the use of the Artist name,trademark, logo,likeness and images of the original artwork to announce,sell,promote, market,announce and sale of the Artwork,Wall Puzzle,Products included herein,the Unveiling Event and any other City event where Products will be sold or marketed. 3. License to Display. The City is granted a License to Display publicly the Artwork, the Limited Edition Prints and the Wall Puzzle,in perpetuity. 4. License to Sell Art.Artist grants the City the right to sell,give or transfer the ownership of the Original 24 in x 30 in Painting and the Eight(8)Limited Edition Canvas Prints.The Artist retains ALL Copyrights and other common law Artist' Rights,except those licensed to the City herein, according to the terms and limitations of this Agreement. No Copyrights are included, Art Commission Agreement—Elgin,Illinois and Dowdle Studios-2024 3 bestowed, implied or transferred based on ownership of any physical piece of Art,as described herein. 5. City License for Use. Nothing in this Agreement shall be interpreted as an interest or transfer or rights to the City name,logos or trademarks,to the Artist.The City hereby grants to the Artist the right to use and incorporate into the Artwork the City name,logos and trademarks. C) TERMS l) Exhibit A: Suggested Features The City shall provide the Artist with a list of Suggested Features (Exhibit A) for the Artist's consideration and potential incorporation into the Original Artwork. The City's Suggestions can include general, current and historical information about the City, landmarks, points of interest, iconic/historic buildings, physical features (lakes, parks,orchards,agriculture etc),unique traditions/events or other information the City thinks meaningful or applicable. City shall complete and submit to the Artist the complete Exhibit A"Suggested Features"document within Forty Five (45) days from the Effective Date (date Agreement is executed). 2) Unveiling Event: Missing Pieces Ceremony As part of Exhibit A,the City may designate up to 20 Individuals who will be specifically depicted in the Artwork and will participate in the Missing Piece Ceremony during the Unveiling Event. At the Event,each person will be introduced on stage with a brief bio describing their individual contribution to the community (or whatever reason they've been selected to participate), then they will place their individual puzzle piece into the Legacy Puzzle Wall,completing the puzzle. The Missing Piece Ceremony participants can be selected as an individual or as the representative of a business or community organization. The City shall select the individuals to participate. To enable the artist to.creatively portray each person in a way the is recognizable to them,the City must provide a photograph of each person and at least one unique identifiable feature/trait(something that reflects the Art Commission Agreement—Elgin,Illinois and Doodle Studios-2024 4 individual such as;running shoes,cowboy hat, ballroom dress, a pizza,riding a horse,on a tractor/motorcycle etc). 3. Creative License As part of creative process and in an effort to create an original work of art that reflects the unique features and attributes of the City,the Artist will conduct extensive research on the City,the City's Suggested Features,area points of interest,landmarks,topography,scenery,notable people and buildings,history,traditions,events and overall aesthetic. In the creation of the Original Artwork,the Artist will make a good faith effort to incorporate items from City's Suggested Features List(Exhibit A),at the Artist's sole discretion, according to his overall artistic vision and expression.The Artist shall provide for the City's approval a Pencil Sketch Draft of the proposed Artwork design in accordance with the schedule listed in Section 15. City acknowledges and understands this original work of Art will be created consistent with the Artist's folk art style which is a whimsical interpretation of the subject City's features and attributes. In the whimsical folk art style, it is further understood that the overall design,layout and features will reflect a creative,whimsical style and is not intended to portray the City in an exact likeness, nor will it be a to scale rendering, map or index of the City. The Artist will use his experience and imagination to express the overall unique attributes and character of the City. 4. Sales City may"Pre-Sell"Products prior to the date of the Unveiling Event, upon the payment of all payment installments due prior to the Unveiling,with exception of the Final payment(which is not due until 10 days after the Unveiling Event). The City may engage in "pre-selling", reservations, or other promotional activities, prior to the Unveiling Event, without effect on the 1 year Exclusive Sales period, in accordance with the guidelines outlined herein. 5. Physical Delivery of Products Upon receiving physical delivery of Products,City assumes all responsibility for sales, payment processing, distribution, record keeping and delivery of sold products. 6. Purchase Additional Products City may purchase additional products from the Artist,at Art Commission Agreement—Elgin,Illinois and Dowdle Studios-2024 5 The original wholesale price,plus shipping,as outlined in Exhibit B. 7. Suggested Retail Price. Products have Suggested Retail Prices,per Exhibit B,however City may determine the final Retail price offered to the public. 8. Collaborative Marketing The Artist and the City will work together to coordinate, create and distribute marketing materials, social media posts&content,co-branded announcements in an effort to collectively promote awareness and excitement around the Project&event. At the City's direction and subject to the Artist's schedule, the Artist will make reasonable efforts to coordinate with and participate in media interviews,or similar. The Artist will make reasonable efforts to use his social media accounts to announce and promote the City's Unveiling Event, including posting links for the public to purchase puzzles online. The Artist and City's public relations, social media and marketing team members will endeavor to collaborate and work together to maximize the awareness,sales and participants. 9. Independent Contractor Artist shall be deemed te-be an independent Contractor with respect to City and the performance of services herein. As such,the Artist shall be responsible for the compensation,wages,Federal,State and Local taxes,Workers'compensation for Artist and any employees or agents of Artist while performing work or services related to the fulfillment of this Project. 10. Indemnification Artist agrees to indemnify and hold harmless City and its trustees,officers,employees,agents and affiliates against any third party claims related to the Art created by Artist. The City of Elgin shall save and hold harmless Artist from any and all liability,claim,and demands whatsoever kind or nature to the extent arising out of the negligent acts or omissions of the City of Elgin,its agents,employees, or guests related to the execution of this agreement, Art Commission Agreement—Elgin.Illinois and Dowdle Studios-2024 6 including related to the Unveiling Event or any other related events. 11.Choice of Law This Agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this Agreement shall be the Circuit Court of Kane County, Illinois. Seller hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County,Illinois for the enforcement of any rights,the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this Agreement or the subject matter hereof over this Agreement. 12.Entire Agreement This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any prior written or oral discussions between the parties related to the subject matter of this Agreement. Any future modifications must be mutually agreed to in writing. 13.Severability If any provision of this Agreement is found to be illegal or unenforceable,the other provisions shall remain effective and enforceable to the greatest extent permitted by law. 14.Confidentiality As this agreement contains proprietary and competitive information,the Artist hereby_ requests,to the extent possible under State law, that this agreement and related information,be treated as"Confidential",and hereby be protected from public release,as permitted under State Law. This does not prohibit the City from engaging in any routine,necessary or required discussions, notices,votes or any other duties required under law or procedure. Artist acknowledges that the City is subject to the Freedom of Information Act(5 ILCS 140/)and that this Agreement and any associated information may be subject to disclosure under such Act. Artist also acknowledges that this Agreement will be referenced in City meeting agendas and may be reproduced in corresponding materials. Art Commission Agreement—Elgin,Illinois and Dole Studios-2024 7 15. MILESTONES&PAYMENT SCHEDULE Total Art Commission Package: $116,000.00 USD Project Includes: • Original Artwork Design Creation • 24"x 30"Original Painting -$75,000.00 USD • Eight(8)32"x 40"Limited Edition Canvas Prints • 2,000 Special Edition Puzzles(500 pc)$25,000.00 USD • 8'x 10'Legacy Wall Puzzle-$16,000.00 USD • Unveiling Event& Missing Piece Ceremony 16. IMPORTANT DATES Agreement Signed(Effective Date): May 1,2024 50%Fee due, $58,000.00 USD Exhibit A. Suggested Features List: Due 47 days from Effective Date— June 17 2024 Pencil Sketch Draft Review&Discussion: Due 60 days from receiving Exhibit A—August 16,2024 Final Approval of Pencil Sketch Due 30 days from Effective Date— September 16,2024 2nd Payment Installment Due upon Sketch Approval: 25%of Fee due on September 16,2024- $ 29,000.00 USD Artwork & Products delivered to City Minimum 6 months from Effective Date or July 2,2025 Art Commission Agreement—Elgin,Illinois and Dowdle Studios-2024 8 Unveiling Event Minimum 6 months from Effective Date or July 2,2025 Final Installment Payment Due upon Delivery of Art/Products: 25%$29,000.00 USD—July 2,2025 17.Notices.All notices herein provided to be given,or which may be given,shall be deemed to have been fully given when made in writing and deposited in the US mail,sent certified,prepaid and addressed as follows: To City: City of Elgin Attn:City Manager 150 Dexter Court Elgin,IL 60120 To Artist: Eric Dowdle Dowdle Studios, LLC 1280 West 200 South Lindon,UT 84042 18. Limitation of Actions.The Parties hereto agree that any action by the Artist arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time-barred. 19. Waiver. Neither Party hereto shall be responsible for any consequential, indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure to enforce any rights by either Party arising out of or pursuant to this Agreement shall not constitute,and shall not be construed as,a waiver of any such rights. 20. Bill of Sale. Upon delivery of the Final Installment Payment to Artist,Artist agrees to and shall execute and deliver to the City a Bill of Sale conveying all right, title and interest to the Artwork. The Bill of Sale shall be in a form acceptable to the City. Artist further agrees and shall execute any other documents deemed necessary by the City to facilitate and/or effectuate the conveyance of the Artwork and/or any and all of Artist's interests therein to the City. 21. Warranty.Artist represents and warrants as follows: a. That the Artwork is solely the result of the artistic effort of the Artist; b. Except as otherwise disclosed in writing to City,the Artwork is unique and original and does not infringe upon any copyright or the rights of any person; Art Commission Agreement--Elgin,Illinois and Dowdle Studios-2024 9 c. The Artwork(or duplicate thereof)has not been accepted for sale elsewhere; d. Artist has not sold,assigned,transferred,licensed,granted,encumbered or utilized the Artwork or any element thereof or any copyright related thereto which may affect or impair the rights granted pursuant to this Agreement; e. The Artwork is free and will be free and clear of any liens from any source whatsoever; f. Artist has the full power to enter into and perform this Agreement and make the grant of rights contained in this Agreement; g. All services performed hereunder shall be performed in accordance with all applicable laws,regulations,ordinances,etc. with necessary care, skill and diligence;and h. The representations and warranties contained herein shall survive any expiration,completion and/or termination of this Agreement. - The remainder of this page is left intentionally blank- Art Commission Agreement—Elgin,Illinois and Dowdle Studios-2024 10 IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed by their duly authorized representatives effective as of the last date the Agreement is signed below. City of Elgin, Illinois Dowdle Studios (Signature) (Signature) Name: Richard G. Kozal Name: tE - c' (DOW b LE Title: City Manager Title: 0%---1 NEEI$ Date: April 24,2024 Date: 4-t79/2-`f A es . City Clerk Art Commission Agreement—Elgin,Illinois and Dowdle Studios-2024