HomeMy WebLinkAboutNicky Falkenhayn Lo
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101HAN y°°j"A°'"to Outdoor Sculpture Gallery Artist Agreement
This Agreement, entered into to be effective on the date the last party hereto executes
this Agreement is between the City of Auburn (hereinafter referred to as the
"BORROWER"); and Nickv Falkenhavn (hereinafter referred to as the "LENDER")
RECITALS. LENDER has been selected to install the artwork described below
(hereinafter described and referred to as the "WORK") in Downtown Auburn A Street SE
and Main Street (hereinafter referred to as the "SITE") for the Outdoor Sculpture Gallery
—Art on Main (hereinafter referred to as the "EXHIBITION")
AGREEMENT
LENDER shall execute and install the WORK in accordance with the design proposal
attached as Exhibit A" and the following description and specifications:
NAME OF PUBLIC ART PROJECT
LENDER:_Nicky Falkenhayn
ADDRESS 915 SW Briar Ln.,_ Portland, OR 97225
PHONE. 503-203-7995
E-MAIL. _nickyfalkenhayn @gmail.com
LOAN PERIOD October 2012- September 2013
TITLE OF WORK. House with Round Windows
MEDIUM: Cor-ten Steel and Gold
Leaf
DIMENSIONS H: 7& W l0` a JO "
SELLING PRICE. $ WI 000
1 ARTIST'S WORK LENDER agrees to create, loan for exhibition, and deliver the
WORK at LENDER'S expense, to the SITE. The specific date of installation and delivery
shall be before the second week of November and will be coordinated between
BORROWER and LENDER. LENDER is responsible for removing the WORK, at
LENDER'S sole expense, at the termination of the exhibit period should the WORK not
be purchased at the end of the exhibit period.
2. EXHIBITION During the term of the loan period, BORROWER shall have the
exclusive right to possession of the WORK, and the WORK may not be removed during
the Loan Period. The WORK shall remain in the possession of the BORROWER for the
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time specified on the face of this Agreement, but may be withdrawn from exhibition at
any time by the BORROWER.
3. SALE OF WORK In the event that the piece is purchased at the conclusion of the
EXHIBITION, the BORROWER shall allow the LENDER first right of refusal for the
purchase of the artwork.
4 REMOVAL All WORK must be removed within 2 weeks of the termination of the
exhibition September 2013) and the SITE must be returned to its original condition upon
removal of the WORK. If the LENDER fails to remove the WORK within two weeks after
such termination, then the BORROWER may place the WORK in public storage for the
account of the LENDER or may retain possession and charge storage fees at market
rate, and carry insurance on the WORK, and the BORROWER shall have a lien for the
storage fees and cost of the insurance. If the LENDER has not claimed the WORK after
six months from the last day of the Loan Period, the work shall be deemed an
unrestricted gift to the BORROWER.
5 COMPENSATION BORROWER agrees to pay LENDER a fee of one thousand
dollars ($1,000 00) for the loaned WORK. One thousand dollars ($1000 00) will be paid
upon the satisfactory completion of installation of the WORK as accepted by the City of
Auburn Arts Coordinator
6. REPRODUCTIONS LENDER grants BORROWER a non-exclusive license to make
photographs and other two-dimensional reproductions of the WORK for educational,
public relations, arts promotional, marketing, and non-commercial purposes during the
Loan Period. On any such reproductions, BORROWER shall take reasonable measures
to identify LENDER as the creator of the WORK.
7 MAINTENANCE AND REPAIRS The parties acknowledge that during the term of the
Loan Period, maintenance of the WORK is essential although anticipated to be minimal.
The parties agree that they shall coordinate periodic inspections and assessments of the
condition of the WORK for the purpose of coordinating any maintenance necessary to
preserve the condition of the WORK and to maintain its condition for public safety
purposes, which maintenance will be provided by BORROWER at BORROWER'S sole
expense LENDER will provide specific instructions for cleaning of the WORK.If repair of
the WORK is necessary during the term of this Agreement, LENDER shall repair the
WORK at LENDER'S sole expense. If the WORK is damaged to the extent it becomes
aesthetically compromised and/or cannot be repaired or cleaned to the satisfaction of
the BORROWER, LENDER shall remove the WORK from the Premises at LENDER'S
sole expense.
8. INDEPENDENT CONTRACTOR STATUS
(A) LENDER is engaged as an independent contractor and will be responsible for any
federal, state and local taxes and fees applicable to payments.
(B) LENDER and its subcontractors and employees are independent contractors not
employees of the BORROWER and are not eligible for any benefits through
BORROWER, including without limitation, federal social security, health benefits,
workers' compensation, unemployment compensation, and retirement benefits.
AUBURN
`OµET{IAN YOUIMAGINtC Outdoor Sculpture Gallery Artist Agreement
9 INSURANCE BORROWER must be supplied with a certificate of insurance naming
BORROWER as additional insured or waiving subrogation against BORROWER from
any liability in connection with the loaned property BORROWER accepts no
responsibility for any error or deficiency in information furnished to LENDER'S insurers
or for lapses in coverage.
10 LOSS AND ASSUMPTION OF RISK LENDER agrees and consents to assume the
risk and hold BORROWER harmless from any loss or damage to the WORK during the
term of the Loan Agreement for amounts not covered by BORROWER'S insurance
policy referenced in Section 9 above, including the amount of any deductibles. Further,
LENDER acknowledges and agrees that the BORROWER has no obligation to provide
and BORROWER will not be providing any security for the WORK during its display in
the EXHIBITION.
11 ASSIGNMENT LENDER shall not assign this Agreement, in whole or in part, or any
right or obligation, without the prior written approval of BORROWER.
12. WARRANTY LENDER represents and warrants to BORROWER that the WORK is
unencumbered and no third party has any claim of ownership or claim of right to possess
the WORK. Additionally, LENDER represents and warrants to BORROWER that
LENDER has full right, power and authority to grant the rights LENDER has granted to
the BORROWER under this Loan Agreement and BORROWER'S public display and
copying and distributing images of the WORK will not infringe the copyrights or other
intellectual property rights of any other person nor violate any rights of privacy or any
other statutory or common law rights of any third person.
13. DEFAULT If the LENDER fails to fulfill in timely and proper manner its obligations
under this agreement, or if the LENDER shall violate any of the terms of this agreement,
the BORROWER shall have the right to sue for specific performance, to immediately
terminate this agreement and withhold payments in excess of fair compensation of
WORK completed, and recover charges. Not withstanding the above, the LENDER shall
not be relieved of liability to the BORROWER for damages sustained by virtue of any
breach of this agreement by the LENDER.
14 SEVERABILITY If any term of this Agreement is held to be illegal, void or
unenforceable for any reason, such holding shall not affect the validity and enforceability
of any other term of this Agreement.
15. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement of the
parties with respect to the subject matter of this Agreement, and supersedes and
replaces any prior written or oral agreements, or understandings between the parties.
16 GOVERNING LAW AND VENUE This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington. The venue for any
action commenced under this agreement shall be exclusively in King County,
Washington.
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17 ATTORNEY'S FEES In the event of arbitration or litigation arising out of, or in any
way related to any term set forth in this Agreement, the prevailing party, in addition to
any other relief awarded, shall be entitled to recover its reasonable attorney's fees and
court costs at arbitration, trial and/or on appeal.
18 NONWAIVER The waiver by any party of a breach or violation of any term of this
Agreement by the other party shall not operate or be construed as a waiver of any
subsequent breach.
19 AMENDMENTS Any amendment to this Agreement must be made in writing and
signed by the party against whom enforcement is sought.
20 NOTICES All notices required by this contract shall be in writing and mailed to the
parties at the addresses set forth below or at such other address that a party shall
specify If the LENDER fails to notify BORROWER of his/her current address, notice
shall be deemed sufficient if BORROWER mails notice to the address of LENDER
provided below
ARTIST
Each of the following parties agrees to all of the above terms and conditions of this Loan
Agreement. I�
BRTI��f ��0� Date 1 ;y ) ,I
CITY I1 I°J
City of Aubur. v
By c. ,NS1� „ Date
Exhibit A
LENDER's artwork titled House with Round Windows has been selected by a
jurying process for display as part of the City of Auburn's Outdoor Sculpture Gallery
program. It is understood that the LENDER will display the work that was selected.
LENDER SHALL
1) Deliver and install WORK in good condition in accordance with specifications
described in Exhibit A. LENDER shall leave WORK and SITE in good condition,
as clean and safe as it was found, when installation is complete. BORROWER
will not be held financially responsible for any injuries or damages caused by the
installation process.
2) Provide BORROWER with detailed maintenance plan, and description of
proposed installation plans, the materials, and fabrication methods used in
WORK.
3) Deliver to the SITE in accordance with the LENDER's original artwork
submission
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4) Install the WORK in a manner acceptable to the BORROWER