2009-074 Arts Commission - Cindy Newton Public Arts Project Cedar Grove Park

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',k _~ 9. TIMELY PAYMENT. If the Arts Commission fails to make any payment within (10) days of the date it is due, Artist may cease all work until such time as payment is made and the completion date of the project shall be adjusted accordingly. 10. INDEPENDENT CONTRACTOR. The Artist is an independent contractor and not an employee, agent or other representative of the County and/or the Arts Commission. Nothing contained in this Agreement shall be construed to create the relationship of princi- pal and agent, or employer and employee, between Artist and Arts Commission or Orange County Government. Artist shall have the right to select the means, manner and method of performing the services described herein and has complete artistic discretion and control over the execution of the art work. Artist understands and agrees that he/she is not author- ized to incur any expenses or any liability whatsoever on behalf of the County or the Arts Commission and has no authority, expressed or implied, to obligate or make representations on behalf of the County or the Arts Commission. Artist agrees to maintain his or her own worker's compensation insurance for himself/herself and his or her employees for the dura- tion of the art work's installation and provide the Arts Commission with proof thereof. 11. COPYRIGHT. Upon final payment by the Arts Commission to Artist, Artist will assign his or her copyright interests in the art work to the Arts Commission and the Arts Commission will become copyright holder for all purposes, with the following exceptions: (a) Artist retains the right to reproduce the art work for all noncommercial pur- poses such as reproducing the image for Artist's portfolio. (b) The Arts Commission agrees to notify the Artist should the Arts Commission ever desire to use the Artist's work in an individual (i.e., not coupled with the works of other Artists as in a calendar or book) sale that amounts to $300 or more fora sin- gle piece. Artist agrees to cooperate in the development of such a piece (i.e., auto- graph of piece, oversee production art work, participation in public announcements, etc.). In exchange for this cooperation, the Arts Commission will provide Artist with a 50% royalty on the profit from the sale, payable on a quarterly basis. (c) Artist retains usage for purposes that do not compete with the Arts Commis- sion's projects as long as the art work is identified as being a part of the Orange County outdoor mural gallery. Artist agrees to contact the Arts Commission for permission for such noncompeting formats, and the Arts Commission agrees not to withhold permission for any unreasonable purpose. 12. INDEMNIFICATION. The Arts Commission shall defend, indemnify and hold harmless Artist, his or her agents, and contractors from any and all claims, demands, dam- ages, costs, expenses (including attorney's fees), judgments or liabilities arising from the negligence or willful misconduct of the Arts Commission. Artist shall defend, indemnify and hold harmless the Arts Commission, from all claims, demands, damages, costs, ex- penses (including attorney's fees), judgments or liabilities arising from the negligence or willful misconduct of Artist. With respect to any and all claims, demands, damages, costs, expenses (including attorney's fees), judgments or liabilities arising from the joint or concur-