Loading...
HomeMy WebLinkAboutResolutions - 2009.09.24 - 9986ING &BULL/DING C2MMITTEE MISCELLANEOUS 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 beeh 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 tne 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 & BUILDING COMMITTEE VOTE: Motion carried on a roll call vote with Schwartz voting no and Runestad acisent 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._ Following a storm _which toppled her in 2008, she_was totally reconstructed of bronze 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 Waldon 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-Oakland 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 1 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 ten-as 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 Parry 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. 2 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 AYEER 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 bold 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 Is/ [Typed name of witness] Is/ [Typed name of witness] 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 jurisdiction. 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 LICENSEE /s/ Michael Petrucci, Owner of Fine Arts Sculpture Centre, Inc. LICENSOR By: /s/ Bill Bullard, Chairperson, Oakland County Board of Commissioners 4 ResolutIon #09226 September 24, 2009 The Chairperson referred the resolution to the Finance Committee. There were no objections.