HomeMy WebLinkAboutKimara Wilhite Photography City of Jeffersonville
Government Contract Coversheet
Please note: All information MUST be completely filled out and submitted to Clerk's Office
within 48 hrs of execution.
Date Submitted to Clerk: I 0 01/7.
Department: Pedit Y&( ?Mal
Vendor Name: AlIn va hit Ihrft Z /tt
J
Sign Date: I 7:-0
I
Ending Date: I 0/1 714
Amount of Original Contract: WC N 6.1--"
Is this an amendment or change order
to original contract? Yes or o
Amended Contract Amount:
4,4moc>37
p Pur ose: Ao � . �-
i,z_q Ate h Iffir-Ave
For Clerk's Office to fill out
Date uploaded to Gateway:
INDIANA ARTS COMMISSION GRANT PROJECT
KIMARA WILHITE PHOTOGRAPHY LLC
LICENSE AGREEMENT
THIS LICE ME AGREEMENT (the "Agreement") is made this X.day of
2023, between Du ("Licensor") and Kimara Wilhite
Photography LLC("Licensee"). The parties agree as follows:
1. Art Site
(a) Licensor owns and/or controls that certain property with improvements located
th gpr. situat o�� and commonly known as
th , Indiana(the"Real Property").
(b) Licensor lice s to Licensee (and its designated Agents), for the sole use
provided herein, a portion of the Real Property more particularly identified as that
certain space consisting of approximately square feet
for the placement of certain art work as more specifically described below, which
location is identified on the Site Plan attached hereto as Exhibit A (the "Art
Site").
2. Use/ Access to the Real Property
(a) The Art Site may`� � be used by Licensee from 1641 c 70/73 to
Dc, ,� 26('U9' , for placement, installation, promotion (including
related signage), and maintenance of a public work of art which shall be located
on the Real Property as part of the Indiana Arts Commission grant project, by
Kimara Wilhite Photography LLC ("Art Work"). Licensee agrees to secure any
permits which may be required for Licensee's use and Licensee shall comply with
all federal, state and local governmental laws, rules, regulations and ordinances
applicable to Licensee's conduct at and use of the Art Site.
(b) Licensee shall at all times have access to the Art Site (and access across the Real
Property) for maintenance and repairs of the Art Site or the Art Work as needed.
(c) Licensor represents that it has been informed of the general manner of installation
of the Art Work at the Art Site and the Licensor represents that the Art Site will
not be adversely harmed and is not so structurally unsound as to incur damage
from the installation and placement of the Art Work at the Art Site. Licensor
releases Kimara Wilhite Photography LLC, or agents from any and all liability.
3. Term
(a) The termioz of this License Agreement shall commence on
�� [( 25 , 2023 and terminate on C CA—VI
2,S ,
20 (the"Term").
(b) At the expiration or earlier termination of this License, Licensee agrees to remove
all Artwork and deliver the Art Site to the Licensor in as good or comparable
condition as when received.
4. Repairs,Maintenance and Utilities
(a) Licensee agrees, at its sole cost and expense, to keep the Art Site and any
improvements and fixtures thereon in good order and repair and to make all
repairs to the Art Site which become necessary during the Term and/or as a result
of Licensee's use of the Art Site, including such repairs and replacements
required as a result of the acts or omissions of Licensee's agents, employees,
invitees or visitors. Licensee also agrees to keep the Art Site in a clean condition.
(b) Licensor shall maintain the Real Property, including the Art Site, generally and
the common areas associated with the Real Property in a safe, clean, and
accessible condition.
(c) Licensor shall, if previously agreed by the parties and as further stated in Site
Specifications attached as Exhibit B, provide utility service to the Art Site,
provided that Licensee shall be responsible for payment of all reasonable utility
costs in connection with the use of the Art Site during the Term as additional rent,
though in no event to exceed TEN DOLLARS ($10) per month unless otherwise
specified in Exhibit B.
5. Risk of Loss
Licensor shall have no responsibility or liability for any loss of or damage to any Art
Work of Licensee, except to the extent caused by Licensor's own negligence or its willful
misconduct. Licensor shall not be responsible or liable to Licensee or to anyone claiming
by, through, or under Licensee for any loss or damage that may be occasioned by or
through the acts or omissions of any third party coming onto the Real Property.
6. Insurance
(a) During the Term, Licensee shall pay for and maintain the following policies of
insurance covering the Art Site, which insurance shall be obtained from a
reputable company allowed to issue insurance in the State of Indiana (and
Licensee shall provide the Licensor with a Certificate of Insurance evidencing the
coverage):
i. Commercial General Liability Insurance with not less than
$1,000,000.00 per occurrence for bodily injury and property
damage.
ii. Property Insurance upon all Art Work, fixtures and personal
property on the Art Site, including those perils generally covered
on a "Causes of Loss-Special Form," including fire and extended
coverage, windstorm, vandalism, malicious mischief, sprinkler
leakage, water damage, accidental collapse, flood, and earthquake,
2
in an amount equal to at least One Hundred percent (100%) of the
full replacement cost.
7. Subrogation
Notwithstanding any other provisions herein, Licensor and Licensee each releases the
other and, on behalf of its insurers,waives its entire right to recovery against the other for
loss or damage to the waiving party and its property to the extent that the loss or damage
is recovered under the property insurance policy described in Section 6 above.
8. Indemnity
(a) To the fullest extent permitted by law, Licensee waives any right of contribution
and shall indemnify and hold harmless Licensor, its parent corporation, directors,
officers, employees and agents, from and against all claims, damages, losses and
expenses, including, but not limited to attorney's fees, arising out of or related to
the Art Site and/or Licensee's use thereof(except those caused by the negligence
or willful misconduct of Licensor), including the person and property of Licensor,
its parent corporation, directors, officers, employees, agents, invitees, licensees or
others.
(b) Licensee shall defend Licensor, its parent corporation, directors, officers,
employees and agents, from and against all claims arising out of or resulting from
or in connection with the Art Site and Licensee's use thereof, provided that such
claim is caused in whole or in part by the actual or alleged act or omission of
Licensee, its employees, contractors or agents and anyone directly or indirectly
employed by any of them, or anyone for whose acts any of them may be liable
(except those caused by the negligence or willful misconduct of Licensor),
including the person and property of Licensor, its parent corporation, directors,
officers, employees, agents, invitees, licensees or others.
9. Defaults/Termination /Revocability
(a) If Licensee fails to comply with the terms of this License within thirty (30) days
of written demand by Licensor, Licensor may terminate this License.
(b) Licensee may terminate this License at any time in the event of a default by
Licensor or in the event the Art Work is deemed at risk or if the Licensee has
other contractual obligations that requires the removal of the Art Work.
10. Notices
Notices shall be in writing and shall be deemed properly served when hand delivered,
provided that the addressee of such notices signs an acknowledgement of receipt of such
notice, or if deposited with the United States Postal Service, as registered or certified
mail, return receipt requested, bearing adequate postage or being deposited with a
reputable overnight courier service for guaranteed next day delivery and addressed as
follows:
3
Licensor: ' .1(} 011ptCW?'\j
Irlo I.U�ti l 0
Copy to:
Licensee: Kimara Wilhite/Kimara Wilhite Photography LLC
2409 Bishop Rd
Jeffersonville, IN 47130
or to any other address furnished in writing by any of the foregoing.
11. Time of Essence
Time is of the essence in this Agreement.
12. Choice of Law
This License shall be construed in accordance with and governed by the laws of the State
of Indiana.
13. No Assignment/Third Party Beneficiaries
Neither party shall assign this License or its rights or obligations hereunder to any other
party. Any attempted assignment shall be null and void and of no legal effect.
14. Partial Invalidity
If any Section, paragraph, subparagraph, sentence, clause or phrase of this Agreement
shall be declared or judged invalid or unconstitutional, such adjudication shall not affect
the other Sections, paragraphs, subparagraphs, sentences, clauses or phrases.
15. Headings
The Section headings are for convenience and are not a part of this Agreement.
16. Authority
Each person signing below represents and warrants that he/she is fully authorized to
execute and deliver this Agreement in the capacity set forth beneath his/her signature.
I 8. Miscellaneous
4
(a) The Licensor agrees that the Art Work is owned by Kimara Wilhite Photography
LLC.. Licensor shall acquire no property rights to the Art Work whatsoever and shall not
reproduce its image in any way without the written consent of the Licensee and/or the Artist.
(b) The Licensee shall keep the Art Site free from any liens and encumbrances arising
out of work performed, materials furnished or obligations incurred by the Licensee in its use of
the Art Site.
(c) Licensor shall have no right to lien or encumber the Art Work and shall notify the
Licensee of any financially adverse events suffered by the Licensor including threatened
foreclosure, or notice of intent to lien. Upon such event, Licensee may terminate this Agreement
immediately and remove the Art Work.
(d) Licensor acknowledges that the Art Site has been selected from a number of
potential locations and the Licensee has incurred much time and expense in planning for the
installation of the Art Work at the Art Site. The Licensor shall not have a right to terminate this
License based upon the aesthetic of the Art Work.
(e) The Licensor acknowledges that by placing the Art Work on the selected Art Site,
it is intended for the same to be viewed, accessed, and appreciated by the public and the Licensor
shall not take any steps to limit or prohibit the access of the public to the Art Site and hereby
fully agrees to such access.
(f) The Licensee shall have the right to use the Licensor's business name and photos
of the business and Real Property for the purposes of promoting the Art Work and the Indiana
Arts Commission and City of Jeffersonville grant funded Art Project as part of this License and
at no cost to the Licensee.
21. Entire Agreement
This License and the attached Exhibits constitute the entire agreement between the parties
with respect to the subject matter hereof. Neither this License nor any of its provisions
may be changed, waived, discharged or terminated except by an instrument in writing
signed by the parties.
IN WITNESS WHEREOF, the parties have caused this License Agreement to be executed as
of the date first above written.
Licen� O n
9 iVnny &MVPit
By.
Name: jiC: U11uvA
Title: \, /41
5
Licensee:
Kimara Wilhite!Kimara Wilhitc Photography LLC
By: /—►- c��—�� �t�-� �� �
Name: "1 i 0-t A (A Val L. i e
Title: GtA---,'`1 E fL
EXHIBIT A
(Art Site Plan)
ACORC_l CERTIFICATE OF LIABILITY INSURANCE DATE!MM•DD'YYYY)
Accts. 302091-1 09 16.2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If
SUBROGATION IS WAIVED. subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this
certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
Lockton Affinity. LLC PHONE FAX
10895 Lowell Avenue.Suite 300 i0.0 No Extq• 8 -202-1526 1A'C.No)..
E-MAIL
Overland Park. KS 66210 ADDRESS:
-- ---- INSURER'S)AFFORDING COVERAGE NAIC _.-
__ INSURER A: AIX Spec ins Co 12833
INSURED
KIMARA WILHITE INSURERS:
2409 Bishop Rd INSURERC:
Jeffersonville.IN 47130-9503
INSURER 0:
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POI ICIE S C)F INSURANCE I ISTED BEI OW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POI ICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION or ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECI TO All THE TERMS
FXCI IISIONS AND CONDITIONS OF SUCH POt ICIFS LIMITS SHOWN MAY HAVE BFFN REDUCED BY PAID CI AIMS
INSR iYI't OF INSURANCE ADOLSUBR I POLICY EFF • POLICY EXP UNITS
LTR ran,rpm I POLICY NUMBER fMMIDOTYYYYI IMwDOIYYYY1
X COMMERCIAL GENERAL LJABLITY i EACH OCCURRENCE S 1.000.000
OANAGF TO I*NTT
CLAIMS-MADE I X OCCUR PREMISE-SIFa occurrence) S 100.000
MED EXP(Any one person) S 5030
A i PHZ-GL-0003803-0 09:17:2023 09117I2024 PERSONAL 6 AIN INJURY $ 1.000 ooc
GENT AGGREGATE LIMIT APPLIES PER i GENERAL AGGREGATE $ 2•000.D00
PRO
X l POE icy JECT LOC PRODUCTS-COMP/OP AGG S 2 • °°
OTHER I S
AUTOMOBILE LUBWTY COMBINE D SINGI E.1 IMIT
LE a
ANY AUTO ( BOCK Y INJURY(Per person' S
- OWNED ! SCHEDULED V
AUTOS ONLY AUTOS BODE Y INJURY(PN atGadonl) S
HIRED NON-OWNED I PROPERTY DAMAGE
AUTOS ONI Y AUTOS ON Y f (Per acc.dent) S
I 1 S
UMBRELLA LIAR _ OCCUR EACH OCCURRENCE S
- EXCESS IJAB CLAIMS-MADE AGGREGATE S
DED RETENTIONS - -.-...-... S
WORKERS COMPENSATION ------------�--- PER OTH-
,AND EMPLOYERS'LIABILNTY Y/N STAIUTL ER ANY PHOPHIF TO R/PART NMI CUTNE E.L.EACH ACCIDENT S
(W1 eCI RUE MEER EXCL UDEDY f I NIA _
(Mandator/In NH) E..L DISF.ALW-LA EMPL OYtt
if yes describe under
i;f SCHIP I K)N OF OPERA]K)NS below. E.L. DISEASE P(X ICY I IMI I S
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101.Additional Remarks Schedule may be attached it more space.x required)
Hired 6 Non-owned Auto I ability rs intruded
Master Policy Holder National Photographers Risk Purchasing Group.The Insured(sled above Is a member of Lire National Photographers Risk
Purchasing Group.The insurance afforded by the certificate issued to the member named above us subrct tc ai the terms
rxclis.ons and conditions of the master policy to which I refers Limas may hare been reduced by pad c aims and expenses
CERTIFICATE HOLDER ,—CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
PROOF OF COVERAGE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED
IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
f‘r 19138Z1315ACORD CORPORATION. All rights-reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD