THIS ARTIST CONSIGNMENT AGREEMENT ("Agreement") is entered on the date this form is completed and submitted ("Effective Date"), between the Friends of Public Radio Arizona (herein after referred to as FPRAZ) and the volunteer participant in SPOT 127 Youth Media Center, (hereinafter referred to as “Artist”).
WHEREAS, the FPRAZ has a signed Memorandum of Understanding between the Governing Board of the Maricopa County Community College District, the license holder for KJZZ and KBACH, and the FPRAZ Board of Directors granting FPRAZ under section 6.2.2. of the MOU the right to hold assets; FPRAZ will receive, hold, manage, invest, and disperse contributions of cash, securities, patents, copyrights, and other forms of property, including immediately vesting gifts and deferred gifts that are contributed in the form of planned and deferred-gift instruments; and under section 6.3.1 FPRAZ may serve as an instrument for entrepreneurial activities for KJZZ and KBACH or MCCCD. It also may engage in other activities to increase FPRAZ revenue with no direct connection to a MCCCD purpose; and the offices of FPRAZ are located within the studios of KJZZ on MCCCD property at 2323 W. 14th Street, Tempe, AZ 85281; and
WHEREAS, the Artist wishes to have his or her original artworks represented, or displayed through this arrangement with FPRAZ, and
WHEREAS, FPRAZ wishes to assist display original artworks and/or represent the Artist under the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable consideration, the parties hereto agree as follows:
All Artist works proposed for production or display through this agreement with FPRAZ include works of art produced as an assignment or the result of an assignment in association with voluntary participation in KJZZ’s SPOT 127 Youth Media Center program. All work is subject to being approved by FPRAZ or its designees/representatives, in its sole and absolute discretion and priced at the sole discretion of the FPRAZ or its designees/representatives.
TERM AND TERMINATION
This Agreement shall expire on the Three Hundred Sixty Fifth (365th) day following the Effective Date.
WITHDRAWAL OF ITEMS
FPRAZ or its designees/representatives reserves the right, in its sole and absolute discretion, to remove one or more of Artist’s works from exhibition. When removal is necessary, the Artist shall cooperate fully with FPRAZ. When an artwork is accepted by FPRAZ and installed for a period of time, the artist hereby agrees that they will not be allowed to retrieve the work until a designated Retrieval Date.
SALES OF ARTWORK
FPRAZ shall accept cash, check, Visa or Master Card as payment for artworks. FPRAZ shall be responsible for any merchant account or processing fees incurred with any of the payment methods listed above. Layaway plans are NOT available.
FPRAZ shall receive a 40% commission of the retail price on any sale of the work during the time it is being represented by FPRAZ. By way of example, if a work sells for $100.00, FPRAZ shall receive as its commission $40.00 from the sale proceeds and Artist shall receive $60.00 from the sale proceeds. No commission on artworks sold privately following exhibition representation by FPRAZ will be required of the artist.
FPRAZ shall pay the Artist all proceeds due to the artists no later than thirty (30) days of completion of sale (final payment). No sales on approval or credit shall be made.
FPRAZ shall furnish the Artist with an inventory accounting upon request. After each work that is sold an accounting shall be forwarded to Artist with final payment that includes the following information: the title of the work, the date of the sale, the sale price, the name and address of the purchaser, the distribution of the sale proceeds to FPRAZ and to the Artist.
FPRAZ may use digital images and media for FPRAZ promotional purposes only. FPRAZ requests current documentation about each volunteer in the SPOT 127 program be kept updated at SPOT 127 Youth Media Center, LLC.
Title to and proceeds of any sale under this Agreement are reserved to the Artist. In the event of any default by FPRAZ, the Artist shall have all the rights of a secured party under the Uniform Commercial Code and the works shall not be subject to claims by FPRAZ creditors. In the event of the purchase of any work by FPRAZ, title shall pass only upon the full payment to the Artist of all sums due thereunder. FPRAZ agrees not to pledge or encumber any works in its possession, nor to incur any charge or obligation in connection therewith for which the Artist may be liable.
This Agreement shall not be assignable by either party hereto.
FPRAZ and the Artist agree to comply with all applicable state and federal laws, rules, regulations and executive orders governing equal employment opportunity, immigration, nondiscrimination and affirmative action.
All disputes arising under this Agreement shall be submitted to binding arbitration policies subscribed and adopted in the FPRAZ Organizational Bylaws; in the event of a request for arbitration by either the Artist or FPRAZ designee/representative an independent arbitrator chosen by the American Arbitration Association shall be selected to hear the dispute within 10 days of the request for arbitration. The arbitrator will decide the disputed matter within 3 days of the presentation. The decision of the arbitrator will be final.
All modifications of the Agreement must be in writing and signed by both parties. This Agreement constitutes the entire understanding between the parties hereto.
RELEASE OF DESIGN
The ARTIST hereby allows FPRAZ use of the approved planned designs of the artwork for promotional purposes only, and unlimited credited use for the period of time when the artwork is being represented, said use not to exceed one year following the removal of artwork.
The ARTIST reserves all copyrights including reproduction rights of the design and or drafts submitted for this PROJECT. The ARTIST shall retain the copyright and all other rights in and to the artwork design, provided that FPRAZ is hereby granted an irrevocable license to graphically reproduce (through photography, video, print, film, digital media or otherwise) the image of the artwork, including but not limited to, the artwork proposal and all preliminary studies, models and storyboards and concepts developed while as a part of the SPOT 127 Youth Media Center program. On each reproduction the ARTIST shall be acknowledged, using designations provided by the ARTIST, to be the creator of the original artwork thereof, provided that reproductions of any preliminary studies, models and maquettes shall not be identified as or represented to be the finished artwork.
ARTIST’S IDENTIFICATION LABEL
FPRAZ shall prepare, at its own expense, an identification label indicating the ARTIST’s name, the artwork’s title, funding source, year of completion, and information text about the artwork. This label shall include material deemed appropriate by the FPRAZ representatives/designees and shall be placed adjacent or near to the artwork whenever the artwork is publicly represented and displayed by FPRAZ.
CONFLICT of INTEREST
FPRAZ stipulates that its officers and employees do not now have a conflict of interest and it further agrees for itself, its officers and its employees that it will not contract for or accept employment for the performance of any work or services with any individual business, corporation or government unit that would create a conflict of interest in the performance of its obligations pursuant to this Agreement.
The Artist agrees to indemnify, defend, and hold harmless the Friends of Public Radio Arizona, Maricopa County Community College District, KJZZ/SPOT 127 Youth Media Center, Boards and Commissions, officials, officers, employees, individually and collectively: from all losses, claims, suits, actions, payments and judgments, demands, expenses, attorney’s fees, defense costs, or actions of any kind and nature resulting from personal injury to any person, or damages to any property arising or alleged to have arisen out of the negligent performance of the Artist for the work to be performed hereunder, except any such injury or damages arising out of the sole negligence of FPRAZ, its officers, agents or employees.
This agreement shall be construed under the laws of the State of Arizona and the provisions of the Agreement are intended to be separable so that if any provision of the Agreement is invalid, the remaining provisions shall be enforceable against both parties.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first set forth above.