HomeMy WebLinkAboutResolutions - 2009.10.14 - 9910MISCELLANEOUS RESOLUTION 109226 September 24, 2009
BY: PLANNING AND BUILDING COMMITTEE, JOHN A. SCOTT, CHAIRPERSON
IN RE: FACILITIES MANAGEMENT — LADY JUSTICE STATUE LICENSE AGREEMENT
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
WHEREAS Oakland County contracted with an outside vendor to reconstruct a new Lady
Justice statue after the statue suffered damage from a storm in 2008; and
WHEREAS on September 1, 2009 the Lady Justice statue was dedicated by the County
and placed on a new pedestal at the south Courthouse entrance plaza; and
WHEREAS the reconstruction work was performed by the Fine Arts Sculpture Center of
Clarkston, Michigan; and
WHEREAS there has been interest generated in the community including a request to
duplicate the Lady Justice statue; and
WHEREAS at Facilities Management's request, Corporation Counsel drafted a license
agreement (attached) between the Fine Arts Sculpture Center and the County of Oakland; and
WHEREAS the license agreement grants a license to the Fine Arts Sculpture Center to
use the Lady Justice molds to create additional Lady Justice replicas for sale to other buyers; and
WHEREAS the license agreement calls for a royalty fee of $1,000 be paid to the County
for each replica.
NOW THEREFORE BE IT RESOLVED that the Board of Commissioners authorizes the
license agreement as drafted by Corporation Counsel between the Fine Arts Sculpture Center
and the County of Oakland.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of
the foregoing resolution.
PLANNING MIULL,OING C2MMITTEE
PLANNING & BUILDING COMMITTEE VOTE:
Motion carried on a roll call vote with Schwartz voting no and Runestad absent.
OAKLAND COUNTY EXECUTIVE
DEPARTMENT OF FACILITIES MANAGEMENT
FACILITIES ENGINEERING DIVISION
Lady Justice Statue
License Agreement
Project 09-4 September 15, 2009
Background:
Lady Justice, the County's oldest "employee", was constructed of zinc sheets formed and
soldered together and placed atop the old County Courthouse in downtown Pontiac in 1904.
Over the intervening years she has been relocated to the new County Service Center (1962),
"rediscovered", repaired and placed on display at the Courthouse (1983) and repaired again in
2001__Eo I lowi n g _a_sto_rm_wh ich_toppled_her_in_20118stie_wasicitally se_constructed_ of bronza_and
on September 1, 2009 the new "Lady Justice" Statue was dedicated by the County and placed
back on a new pedestal in her familiar location at the south Courthouse entrance plaza.
License Agreement:
During Lady Justice' reconstruction by the Fine Arts Sculpture Center of Clarkston, Michigan,
interest generated in the community included a request to duplicate her. At Facilities
Management's request Corporation Counsel has drafted a License Agreement between the Fine
Arts Sculpture Center and the County, which grants a license to the Fine Arts Sculpture Center
to use the Lady Justice molds to create additional Lady Justice replicas for sale to other buyers
in exchange for a royalty to the County of $1,000 for each replica.
Recommendation:
Facilities Management and Corporation Counsel recommend the County enter into this
Agreement with the Fine Arts Sculpture Center of Clarkston, Michigan as described in the
License Agreement attached.
LICENSE AGREEMENT
This Agreement is made and effective as of October 15, 2009, between the COUNTY OF
OAKLAND, a Michigan Constitutional Corporation, hereinafter called "County" or
"Licensor" whose principal address is 2100 Pontiac Lake Road, Waterford, MI 48328
and FINE ARTS SCULPTURE CENTRE, INC., a corporation of the State of Michigan,
having its principal place of business at 4975 Waidon Road, Clarkston, MI 48348,
hereinafter called "Licensee", collectively referred to as the Parties.
Recitals
1. Licensor has purchased molds of the statue known as "Lady Justice" from
Licensee. These molds, hereinafter "Lady Justice Molds", were created by Licensee
for Licensor-pursuant to a contract with the Oakiand-County Purchasing Division -
(Contract No. 002473). The molds were created for the purpose of casting a bronze
replica of the original "Lady Justice" statue for the County.
2. Licensee desires to be licensed to use the molds in order to create additional
replicas to be sold to other buyers.
DISPOSITIONS
In accordance with the Recitals and for good and valuable consideration, the sufficiency
of which is acknowledged, the undersigned Parties agree as follows:
ARTICLE I
THE GRANT
1.00 Licensor grants to Licensee a license, with no right to grant sublicenses, to use the
Lady Justice Molds to create additional Lady Justice replicas for sale to other buyers.
ARTICLE II
EXERCISE OF LICENSE
2.00 Licensee agrees to pay Licensor a royalty of $ 1,000.00 (One Thousand) for each
Lady Justice replica sold by Licensee.
2.01 Licensee agrees not to change or alter the Lady Justice Molds in any way or to
permit the Lady Justice Molds to be changed or altered in any way.
2.02 Licensee agrees to make reasonable efforts to care for and maintain the Lady Justice
Molds.
ARTICLE III
ACKNOWLEDGMENTS BY LICENSEE
3.00 Licensee acknowledges that the Lady Justice Molds and Lady Justice likeness are,
and shall at all times remain, the sole and exclusive property of Licensor; Licensee shall
have no right, title, or interest in them except as expressly set forth in this Agreement,
ARTICLE IV
RECORDS, REPORTS, AND PAYMENTS
4.00 Licensee agrees to keep accurate records of its sales of Lady Justice replicas and to
permit these records to be examined from time to time during the life of this Agreement
and for one year thereafter by authorized representatives of Licensor during the usual
business hours.
4.01 -Licensee agrees -to furnish written reports to-Licensor, within-30 days after the first
of January, April, July, and October of each year during the life of this Agreement.
These reports will set forth information for the preceding calendar quarter regarding
Licensee's sales of Lady Justice replicas, including the number, identity of buyer, and any
other details that may be required to enable Licensor to ascertain compliance with the
terms of this Agreement. These reports shall be accompanied with all royalties then due.
4.02 Licensee agrees to send all reports, royalty payments, and communication of any
kind to Licensor addressed to:
Director of Facilities Management (Primary Contact Person)
One Public Works Drive, Building 95 West
Waterford, Michigan 48328
Or addressed to:
Manager of Facilities Engineering (Secondary Contact Person)
One Public Works Drive, Building 95 West
Waterford, Michigan 48328
ARTICLE V
RELATIONSHIP OF PARTIES
5.00 The Parties agree that they are completely separate entities and are not partners, joint
venturers, or agents of the other in any sense whatsoever. Neither of the Parties has the
power to obligate or bind the other or to use the name of the other except as provided in
this Agreement.
ARTICLE VI
TERM AND TERMINATION
6.00 This Agreement shall be in effect until either Party terminates the Agreement by
giving 30 days' termination notice in writing to the other Party. Either Party may
terminate the Agreement for any reason, including convenience.
6.01 This Agreement shall terminate automatically on the insolvency or bankruptcy of
Licensee, on the appointment of a receiver for Licensee, or its reorganization for the
benefit of creditors.
ARTICLE VII
RIGHTS AFTER TERMINATION
7.00 The termination or expiration of this Agreement shall not relieve Licensee of its
obligation to furnish reports and payments required under Article IV.
7.01 Licensee expressly understands and agrees that the license granted under Article I
immediately ceases and terminates on termination or expiration of this Agreement.
--ARTICLE VIII
ASSIGNABILITY
8.00 Licensee agrees that this Agreement is not assignable by Licensee without the prior
written approval of Licensor.
ARTICLE IX
INDEMNITY
9.00 Licensee shall indemnify, defend, and hold harmless Licensor (and its successors,
assigns, agents, employees, and representatives) from and against all claims, actions,
liabilities, and damages, including incident costs and attorney fees, that may be suffered
by or recoverable from such parties resulting from or arising out of any breach by
Licensee of any of its obligations under this Agreement or any claim by any party
resulting from Licensee's use of the Lady Justice Molds or its business operations,
brought by customers or creditors or others, including, without limitation, any claims for
warranties or product liability.
ARTICLE X
NOTICE
10.00 Any notice or other communication required or permitted to be made or given to
either of the Parties pursuant to this Agreement shall be deemed properly given if
delivered in writing personally or by certified mail to the parties at their addresses listed
on page one of this Agreement, or at any other addresses that may be communicated by
the Parties to each other in writing.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.00 The Recitals at the beginning of this Agreement are incorporated by reference.
However, the headings of several sections of this Agreement have been inserted for
3
convenience of reference only and are not intended to be a part of or to affect the
meaning or interpretation of the Agreement
11.01 This Agreement shall be governed, interpreted and enforced by the laws of the
State of Michigan. Except as otherwise required by law or court rule, any action brought
to enforce, interpret, or decide any Claim arising under or related to this Contract shall be
brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District
Court of the State of Michigan, or the United States District Court for the Eastern District
of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court.
Except as otherwise required by law or court rule, venue is proper in the courts set forth
above. The choice of forum set forth above shall not be deemed to preclude the
enforcement of any judgment obtained in such forum or taking action under this Contract
--to-enforce-such-judgment-in any appropriate jiirisdietion.
11.02 If any provisions of this Agreement are determined to be illegal or unenforceable,
this Agreement is automatically terminated.
The parties have executed this Agreement on the date listed on the first page of this
Agreement.
WITNESSES
/5/C11A.YA
[Typed name of witness]
Nan S. DeHaven
LICENSEE
By: /s/
Michael Petrucci,
Owner of Fine Arts Sculpture Centre,
Inc.
LICENSOR
is/L I/I-A/v-1 k-k-k-1-&-c-L-cAA—D By: /s/ 1i.1X2,Lij )0(1
[Typed name of witness] Bill Bullard,
Nan S. DeHaven Chairperson, Oakland County Board of
Commissioners
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Resolution #09226 September 24, 2009
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE (MR #09226) October 14, 2009
BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON
IN RE: FACILITIES MANAGEMENT — LADY JUSTICE STATUE LICENSE AGREEMENT
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above
referenced resolution and finds:
1. Oakland County contracted with Fine Arts Sculpture Centre of Clarkston,
Michigan to reconstruct a new Lady Justice statue.
2. Corporation Counsel has drafted a license agreement between Fine Arts
Sculpture Centre and Oakland County, which grants a license to the Fine Arts
Sculpture Centre to use the Lady Justice molds to create additional replicas for
sale to other buyers.
3. The lease agreement calls for a royalty fee of $1,000 to be paid to the County for
each replica.
4. Royalty fees received by the County will be receipted in the Facilities
Maintenance & Operations Fund Revenue Budget in the External - Other
Revenue account (#63100-1040702-140010-635530).
5. No budget amendment is required.
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote.
Resolution #09226 October 14, 2009
Moved by Scott supported by Gingell the resolution (with fiscal note attached) be adopted.
Discussion followed.
Vote on resolution:
AYES: Coulter, Douglas, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Jackson, Jacobsen,
Long, McGillivray, Middleton, Nash, Potter, Potts, Runestad, Scott, Taub, Woodward, Zack,
Bullard, Capello, Coleman. (23)
NAYS: Schwartz, Burns. (2)
A sufficient majority having voted in favor, the resolution (with fiscal note attached) was adopted.
I HEREBY APPROVE THE FOREGOING RESOLUTION
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
1, Ruth Johnson, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true
and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on October
14, 2009, with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at
Pontiac, Michigan this 14th day of October, 2009. adqtritm40L