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HomeMy WebLinkAboutMain_Street_Waterloo_Isaac_Campbell_Creative,_LLC_-_public_mural_agreement_-_5.19.2025 Docusign Envelope ID:43BD061F-D025-4D68-B45B-FBBAD9979995 MAIN STREET 0000 WAT E R LO O 512 Mulberry St., Waterloo, IA 50703 319-291-2038 www.MainStreetWaterloo.org PUBLIC MURAL AGREEMENT THIS AGREEMENT ("Agreement") is made on day of May, 2025, between the Main Street Waterloo (hereinafter"MSW"the client) with offices at 512 Mulberry St, The City of Waterloo, (hereinafter the "Owner") with offices at 715 Mulberry St., Waterloo, IA 50703 and Isaac Campbell Creative LLC, (hereinafter the "Artist") with offices at 1583 Laurel Ave, Apt 3, St. Paul, MN 55104. WHEREAS, Waterloo Center for the Arts, has developed the Waterloo Mural Project, the purpose of which is to encourage and facilitate murals that celebrate the diversity and heritage of Waterloo, enhance quality of life and community image, promote tourism and make art more accessible to the public. The program shall strive for diversity of style, scale, media and numbers of artists, represented in a series of murals on buildings in the City of Waterloo. WHEREAS, MSW, requires the services of Artist to create a mural (hereinafter the "MURAL") at the location of the Owner, 310 East Park Avenue, Waterloo IA 507031Northeast wall facing in the direction of Mulberry Street (hereinafter the "Site"); and WHEREAS, the Artist is a professional artist whose work and qualifications make the Artist uniquely qualified to create the MURAL; WHEREAS, the Owner recognizes that the purpose of the project, which is to enhance the community and encourage tourism and commerce in Waterloo, is mutually beneficial to the Owner and therefore desires to have a mural installed on the side of public property, and; WHEREAS, the Artist, MSW, and the Owner wish to perform under the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the above-stated premises and subject to conditions hereinafter set forth, the parties agree as follows: a. "MSW" shall mean Main Street Waterloo b. "Artist" shall mean Isaac Campbell. Where there is more than one Artist, all Artists shall be referred to collectively as "Artist." If Artist is composed of two or more individual persons or entities, each individual person or entity shall be jointly and severally responsible for satisfying Artist's obligations under this Agreement, and each individual person or entity shall be liable for the acts and omissions of every other individual person or entity comprising the Artist. c. "MURAL" shall mean the artwork being installed by the Artist at 310 East Park Avenue, Waterloo IA 507031Northeast wall facing in the direction of Mulberry Street under the terms of this Agreement, and as described in the Artist Proposal, to be attached as Appendix A. d. "Owner" shall mean the City of Waterloo. This is the owner of the property at the site where the MURAL will be installed. PAGE 1 Docusign Envelope ID:43BD061F-D025-4D68-B45B-FBBAD9979995 TERMS 1. License Granted. MSW hereby agrees to procure a license on behalf of the Artist for purposes of installing a public mural at the Site. 2. Terms of License. The license shall commence (a) at May 21, 2025 or(b) when Artist commences work on the Mural, whichever occurs earlier. 3. Use of Site. The Site shall be used by the Artist for the sole and exclusive purpose of installing the MURAL, as herein described, and for no other purpose without the prior written consent of the Owner or MSW. 4. Scope of Work. a. Artist is commissioned to create a MURAL at 310 East Park Avenue, Waterloo IA 507031Northeast wall facing in the direction of Mulberry Street as described in Appendix A, with work to be completed prior to July 1, 2025 as weather permits. The parties agree to maintain proper communication, as appropriate. All duties to be performed hereunder shall be performed as specified or, if not specified, in a prompt and timely manner. Completed MURAL under this commission will become property of the building Owner. b. The Artist shall perform all services and furnish all supplies, materials and equipment as necessary for the design, execution, fabrication, transportation and installation of the Mural at the Site. c. The Artist shall determine the artistic expression, scope, design, color, size, material, texture, of the Mural, subject to review and acceptance by MSW and Owners as set forth in this Agreement. 5. Mural Approval. Artist agrees to provide an Artist proposal, Appendix A, containing a conceptual sketch and plan to MSW for approval prior to the work commencing. Artist agrees that the final execution of the work will be in alignment with the approved Artist proposal. Although the Artist shall have the responsibility and authority for all aspects of the Mural, the Artist shall give appropriate consideration to input received from MSW and the Owner. The Artist may provide input to MSW and the Owner with respect to select physical elements of the site locations, but MSW and the Owner shall have the final authority for all such other physical elements beyond the Mural. 6. Payment. Compensation will be payable to Artist in U.S. dollars by certified check, money order or organization check by MSW. Upon completion upon the schedule detailed in the budget and payment schedule, Appendix B. Payment to be made within fourteen (14) days of completion. Artist Fee: $9,242.00 PAGE 2 Docusign Envelope ID:43BD061F-D025-4D68-B45B-FBBAD9979995 7. Artist Responsibilities. a. Artist shall present the final mural design to MSW for approval prior to installation of the Mural. b. Artist shall notify the Director of MSW upon completion of the Mural. c. Artist hereby warrants that they own all Intellectual Property or Copyright to the mural. Artist represents and warrants that the Mural to be created is an original work of art and that the Mural shall be a faithful rendition of the proposal submitted by Artist and approved by MSW. d. The Artist shall be responsible for all expenses, labor, and equipment to prepare the site for the timely installation of the Mural, including footings and mounting devices. Unless otherwise specified, there will be no lighting provided. e. Artist shall provide MSW with biography, statement, images, and other requested information as needed and in a timely manner in order to assist MSW in the promotion of the project. Artist agrees to allow MSW use of information for website, catalongs, and other promotional materials deemed necessary by MSW staff. f. Artist agrees to use only the designated surfaces, keep a clean, safe, and secure work site, and agrees to protect and preserve the historical value of the surrounding community area. g. The Artist shall present to MSW and the Owner in writing for further review and approval any significant changes in scope, design, color, size, material or texture of the Mural not permitted by, or not in substantial conformity with the proposal. A significant change includes but is not limited to any change in scope, design, color, size, material, texture or location of the site of the Mural that affects installation, scheduling, site preparation or maintenance for the Mural or the concept of the Mural as represented in the proposal. 8. MSW Responsibilities. a. MSW agrees to procure all necessary permits including any easements, encroachment permits, signage permits, scaffolding permits, parking lot closure permits, or other permits necessary to access to the property while such Mural is being installed. b. MSW agrees to clean the wall surface. c. MSW intends to support the Artist by providing, as available access to space, materials, and support as specified by the Artist. Should MSW not have in working order the necessary tools for fabrication, MSW bears no responsibility for the completion of the Mural. d. MSW will try to secure such volunteer labor, but ultimately the Artist accepts full responsibility for installation with or without volunteer or other assistance. e. MSW agrees to provide a lift for installation. f. MSW agrees to erect and maintain any necessary signage notifying users of adjacent sites and utilities of the Mural project and to promulgate safety regulations. g. MSW shall provide a shipping address to Artist and will receive any ordered materials as needed as service to Artist. PAGE 3 Docusign Envelope ID:43BDO61 F-D025-41D68-134513-1`13BAD9979995 9. Owner Responsibilities. a. The Owner agrees to allow MSW to have a mural mounted or painted at the Site. The dimensions of the mural will be dependent upon the subject and project. b. The Owner shall allow the mural to remain on the wall for a period of five (5) years. During the term, at such time as property is being offered for sale or lease, or the building on such property is demolished or expanded where the Mural is located, or Mural otherwise interferes with the Owners use, occupancy, or control of the property, then at the Owner's sole discretion the Owner has the right to cancel this Agreement upon six (6) months written notice to the MSW. c. The Owner agrees to provide reasonable access to the Site, for the Artist and MSW throughout the duration of the Mural installation, and subsequent cleanup, so as not to interfere with Owner's business operations. d. The Owner understands and agrees that the placement of the copyrighted Mural on the site in no way entitles the Owner to use, at its discretion, the Mural for advertising/profit making purposes, or any other publicity, except under conditions in which the artwork has been released by both the Artist. 10. Cleanliness of Site. a. Artist agrees to install on only designated surfaces, agreeing to protect and preserve the historical value of surrounding adjacent properties. Artist agrees to be responsible for cleanup of all over spray and spills from glue, placing ground cover protection appropriately and cleaning of all equipment used. b. Artist shall not store, use, or dispose of any toxic or hazardous materials in, on, or about the Site without the prior written consent of MSW, and shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. c. At the completion of the Mural project, Artist shall remove from and about the Site waste materials, rubbish, Artist's tools, construction equipment, machinery and surplus materials. If Artist fails to clean up as provided herein, MSW or Owner may do so and the cost thereof shall be charged to Artist. Artist shall be solely responsible for and will defend, indemnify, and hold MSW, and Owner and their agents, and employees, harmless from and against all claims, costs, and liabilities, including attorney's fees and costs, arising out of or in connection with the removal, clean-up, and materials necessary to return the Site and any other property of whatever nature located on the Site to their condition existing prior to the appearance of any materials related to the Mural project. d. Artist's obligations hereunder shall survive the termination of this Agreement. 11. Mural Maintenance. Artist represents and warrants that(a) the execution and fabrication of the Mural will be performed in a workmanlike manner; and (b)the Mural is made of wheat paste and will naturally deteriorate over time and leave no lasting impression on the surfaces that cannot be easily removed by used of water and without damage to the surface. MSW shall give notice to the Artist of any observed breach with reasonable promptness. The Artist shall, at the request of MSW or the Owner, at no cost to MSW or the Owner, cure reasonably and promptly the breach of any such warranty. PAGE 4 Docusign Envelope ID:43BD061F-D025-4D68-B45B-FBBAD9979995 12. Copyright. Artist reserves all copyrights in the Mural, the preliminary design, and any incidental works made in the creation of the Mural under the Copyright Act of 1976, 17 U.S.C. § 101 et seq., as the sole author of the artwork for the duration of the copyright. a. In view of the intention that the Mural in their final dimension shall be unique, the Artist shall not make any additional duplicate reproductions of the final Mural, nor shall the Artist grant permission to others to do so except with the written permission of MSW. The Artist grants to MSW and its assigns a royalty-free, irrevocable license to make two dimensional reproductions of the Public Works of Art for educational and/or museum purposes, including but not limited to reproductions used in advertising, calendars, posters, brochures, clothing, media, publicity, catalogues, museum, educational and development projects, or other similar publications, provided that these rights are exercised in a professional manner, which license may be assigned by MSW and the Owner without the consent of the Artist. b. All reproductions by MSW and the Owner shall contain a credit to the Artist and a copyright notice substantially in the following form: Isaac Campbell, 2025. c. The Artist shall use best efforts to give a credit reading substantially, "An original public work of art commissioned by Main Street Waterloo" in any public showing under the Artist's control of reproductions of the Mural. d. MSW shall incorporate into the Mural a label at the site identifying the Artist, the title of the Mural, the year of completion, and any qualifying project sponsors. The final wording shall be mutually agreed upon by Artist and MSW. The production of the label will be included in the fee charged by the Artist. The label and its installation shall be subject to approval by MSW and the Owner, it being anticipated that the label will be removable without any permanent impact on the site. 13. Title and Ownership of the Mural. Upon completion and installation of the Mural and upon final acceptance by MSW, title to the Mural shall pass to the property owner of the site. 14. Mural or Site Alterations. The parties agree that, to the extent allowed by law: a. It is the Artist's intent to retain and publicly display the Mural at the Site for a period of five (5) years. However, all parties acknowledge that circumstances may arise that would make it prudent for the Artist, MSW or Owner to remove the Mural from public display. When such circumstance arises, the parties shall confer in good faith about the future status of the Mural. b. The Owner shall notify MSW who shall notify Artist of any proposed significant alteration of the Site that would affect the intended character and appearance of the Mural. MSW shall make a good faith effort to consult with the Artist in the planning and execution of any such alteration. MSW shall make a reasonable effort to maintain the integrity of the Mural during such alteration. c. If MSW is unable to locate and communicate with the artist, the Owner shall have sole discretion whether to display or remove the Mural, and to determine whether Mural, in the event of damage or destruction, shall be repaired. d. Consistent with the paragraphs above and in the case of removal, Artist agrees to waive all rights with regard to the work while retaining copyright to the Work. e. MSW will not intentionally use the Mural in any manner that would reflect discredit on the Artist's name or reputation as an Artist or which would violate the spirit of the Work. This clause is intended to replace and substitute for the Visual Artists Rights Act of 1990, 17 U.S.C. Sections PAGE 5 Docusign Envelope ID:43BDO61 F-D025-4D68-B45B-FBBAD9979995 106A and 1133, or as subsequently amended, to the extent that any portion of this Agreement is in direct conflict with those rights. The parties acknowledge that this Agreement supersedes that law to the extent that this Agreement is in direct conflict therewith. 15. Insurance. a. As a nonprofit entity, MSW is insured for general liability. MSW shall obtain a certificate of insurance with identical terms to paragraph b below, including coverage for any volunteers. b. Artist shall obtain a certificate of insurance establishing general liability insurance written on an occurrence basis with limits not less than $500,000 combined single limit per occurrence and $500,000 aggregate for personal injury and property damage. Such certificates shall be obtained prior to the commencement of any work on the Mural, with copies of the certificate to be provided to the MSW and the Owner. Said policy shall name the Owner as an additional insured on a primary and noncontributory basis, and contain a waiver of subrogation in favor of the Owner. c. The Artist and all agents and employees of the Artist shall each effect and maintain insurance to protect the Artist from (a) claims under workers compensation acts; (b) claims for damages because of bodily injury including personal injury, sickness or disease, or death of any of their employees or of any person other than their employees; (c) claims for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom; and (d) claims arising out of their performance of professional services caused by errors, omissions, or negligent acts for which the Artist is legally liable. 16. Indemnity. During the time that this Agreement is in effect, Artist and MSW agree to indemnify, defend, save, and hold harmless Owner, it's agents, employees, grantees, volunteers, and assigns, from and against all claims, demands, cause, actions, loss, liabilities, damages, costs, expenses, and judgments, including attorneys'fees, which relate to, arise out of, or are in any way related to Artist's and MSW's, and their employees, contractors, volunteers, and agents work at the Site. Artist and MSW acknowledge that aerial application, maintenance, and removal of a mural is inherently dangerous to persons participating in the process associated with the same. This indemnification clause shall not apply to any injury or damage caused by the Owner's own negligent, reckless, or willful actions, or that of its employees or agents. 17. Modification. Any modification of the terms of this Agreement, including assignment of rights or obligations, shall be in writing and signed by all parties. 18. Termination. If any party to this Agreement willfully or negligently fails to fulfill in a timely and proper manner, or otherwise violates, any of the covenants, agreements or stipulations material to this Agreement, the other party(s) shall have the right to terminate this Agreement by giving written notice to the defaulting party of its intent to terminate specifying the grounds for termination. The defaulting party shall have ten (10) days after receipt of the notice to cure the default. If it is not cured, then this Agreement shall terminate. In the event of default by MSW, MSW shall promptly compensate the Artist for all services performed by the Artist prior to termination. In the event of default by the Artist, (a) all finished installations and all unfinished drawings, sketches, photographs, and other work products prepared and submitted or prepared for submission by the Artist under this Agreement shall, at MSWs option, become its property, provided that no right to fabricate or execute the Public Works of Art shall pass to MSW and MSW shall compensate the Artist pursuant to Article 2 for all services completed by the Artist prior to termination, unless (b) at the Artist's election, the Artist refunds all amounts paid by MSW in exchange for the return by MSW of all finished and unfinished related Public Works of Arts. Notwithstanding the previous sentence, the Artist shall PAGE 6 Docusign Envelope ID:43BD061F-D025-4D68-B45B-FBBAD9979995 not be relieved of liability to the Client for damages sustained by MSW by virtue of any breach of this Agreement by the Artist, and MSW may reasonably withhold payments to the Artist until such time as the exact amount of such damages due MSW from the Artist is determined. 19. Relationship of the Parties. Nothing set forth herein shall be deemed or construed by the parties, nor by any third party, as creating the relationship of principal and agent, partnership, or joint venture between the parties hereto; it being understood and agreed that no provision contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of as set out between Artist, Owner, and MSW. 20. Entire Agreement. This Agreement represents the entire Agreement of the parties with respect to the matters set forth herein. No Agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof. 21. Severability. If any section, sentence, clause, or phrase of this Agreement is found to be invalid by any court of competent jurisdiction, it shall not affect the validity of any remaining provision of this agreement. 22. Venue. The parties agree that the appropriate venues for any legal actions arising of this Agreement are the Iowa District Court of Black Hawk County, Iowa, or if federal jurisdiction exists, the United States District Court for the District of Iowa. 23. Governing Law. This Agreement will be construed in accordance with the laws of Iowa and any litigation will be brought in the courts of that state. 24. Miscellaneous. a. This Agreement supersedes all prior discussions and contains all agreements and understandings between Artist and City with respect to the subject matter hereof. This Agreement may only be amended by a writing signed by all parties. b. The provisions of the Agreement relating to indemnification shall survive any termination or expiration of this Agreement. Any provision of this Agreement that would require performance subsequent to the termination or expiration of this Agreement shall likewise survive any such termination or expiration. c. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages from one (1) or more counterparts may be removed from such counterparts and such signature pages all attached to a single instrument. d. No alternation, change, or modification of the terms of the agreement shall be valid unless made in writing and signed by both parties hereto. e. MSW shall maintain on permanent file a record of this Agreement and the location and disposition of the Mural. f. All notices, requests, demands and other communications which are required or permitted to be given under this agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, as follows: PAGE 7 Docusign Envelope ID:43BDO61 F-D025-4D68-B45B-FBBAD9979995 i. If to MSW, to: Main Street Waterloo 512 Mulberry St Waterloo, IA 50703 ii. If to Owner, to: City of Waterloo 715 Mulberry St Waterloo, IA 50703 iii. If to Artist, to: Isaac Campbell Creative LLC 1583 Laurel Ave, Apt 3 St. Paul, MN 55104 g. The recitals are incorporated herein by reference as if set forth herein in full. PAGE 8 Docusign Envelope ID:43BDO61 F-D025-4D68-B45B-FBBAD9979995 SIGNATURES Maiin�Street Waterloo [MSW] Isaac Campbell [Artist] MSW Signature Artist Signature Jessica Rucker Isaac Campbell Printed Name Printed Name Executive Director Artist Title Title 05/05/2025 O,SfOB f2-6- Date Date City of Waterloo [Owner] DocuSigned by: 6kv-fiv, Aavf Owner bignature Quentin Hart Printed Name Mayor Title 5/19/2025 Date PAGE 9 Docusign Envelope ID:43BD061F-D025-4D68-B45B-FBBAD9979995 APPENDIX A w Measurements. 50 ft wide by 33 ft tall = 1,650 square feet Technical Description of Wheat Paste Mural. Medium. Wheat Paste Mural Materials. Digitally printed artwork on paper, adhering using a wheat paste adhesive made from a mixture of flour and water(may include sugar or other additives for durability). Installation Surface. Smooth, clean, and primed exterior wall surface (e.g. brick, concrete, or plywood). Surface preparation may include pressure washing and/or sealing to ensure adhesion and longevity. Application Process. 1. Artwork is printed on paper sheets. 2. A pre-made wheatpaste will be used to glue and seal the mural. 3. Paste is applied to the wall using a brush or roller 4. Paper is positioned on the wall and pressed flat with additional paste applied over the top to ensure full adhesion and to seal the surface. 5. Air bubbles are smoothed out with a squeegee or brush. 6. The mural is left to dry completely (typically 12-24 hours) Expected Lifespan. Temporary to semi-permanent, typically lasting several months depending on environmental conditions (UV exposure, precipitation, temperature) and surface treatment. Protective coatings (e.g. UV varnish) may be applied to extend lifespan. Tears, rips, and peeling is expected to occur on the Mural immediately following installation as it cures/dries, and throughout its existence until removal. Therefore, as an ephemeral piece of urban street art, all parties acknowledge the temporary nature of the Mural and that there is no guarantee by the Artist regarding longevity of the piece(s). PAGE 10 Docusign Envelope ID:43BDO61 F-D025-4D68-B45B-FBBAD9979995 Test Sample. Prior to installation of the final mural, two (2)test samples were applied to the Site using the same materials and techniques intended for the completed artwork. 1. The test samples were installed for the purpose of evaluating adhesion, appearance, and ease of removal. 2. The test samples were fully removed using standard removal procedures. 3. MSW has reviewed the results of the test samples and have expressed satisfaction with the condition of the surface following removal. Removal. Designed to be removable. Removal involves soaking the mural with water and gently scraping or peeling off the paper. minimal surface residue may remain and can be cleaned with mild soap and water. MSW takes responsibility for coordinating removal of the mural. PAGE 11 Docusign Envelope ID:43BDO61 F-D025-4D68-B45B-FBBAD9979995 APPENDIX B Project Budget. 1. Artist Stipend (1,650 sq ft* $5.00) $8,250.00 2. Materials (Printing, Color Fee, Glue, Brushes) $500.00 3. Travel (Mileage, Lodging, Food) $492.00 $9,242.00 Travel. MSW will reimburse Artist for travel costs for driven mileage during preliminary planning trips driven from Ottumwa, IA, area to the Waterloo, IA, area and the residency trip to the Waterloo area. The Artist agrees to use the most time/cost effective method of transportation. Driven mileage will be reimbursed at the IRS standard business reimbursement rate. The Artist must submit an invoice including any receipts for reimbursement within fourteen (14) days of the completion of each of the three trips and MSW must compensate the Artist for these expenses within thirty(30) days of receipt of these invoices. Total Travel expense shall not exceed $800.00. Lodging. MSW will provide lodging for Artist in the Waterloo area from May 21-23, 2025. Per Diem. MSW will compensate Artist a $60.00 Per Diem during the residency period of 3 days or$180.00. Production of the Work. Within fourteen (14) days of the completion of the Mural, MSW will compensate the Artist$5.00 per square foot for each completed mural plus travel reimbursement defined above. PAGE 12