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HomeMy WebLinkAbout7563359 2024-2025 Downtown Sculpture Gallery Artist Stipend - DocuSign Envelope ID: F67581ED-D5F7-4343-B3F2-5D6737976F0C AUBURN OThAN You'"'AG'NE° Downtown Sculpture Gallery Artist Agreement 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 Paul Kuniholm (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 Sculpture Gallery hereinafter referred to as the "SITE") for the Downtown Sculpture Gallery (hereinafter referred to as the "EXHIBITION"). 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: Paul Kuniholm ADDRESS: 1901 Western Ave Penthouse 306, Seattle, WA 98101 PHONE: 206- 324-2396 E-MAIL: pkp3@uw.edu LOAN PERIOD: September 2024 — September 2025 TITLE OF WORK: The Heart of Newport MEDIUM: Nuclear Steel Coated with Lacquer DIMENSIONS: H: 60" W: 40" D: 18" SELLING PRICE: $17,000 TERMS 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 at an agreed upon date and time in September 2024 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. Page 1 of 6 DocuSign Envelope ID: F67581ED-D5F7-4343-B3F2-5D6737976F0C AUBURN °�ETHAN You'"'AG'NE° Downtown Sculpture Gallery Artist Agreement 2. INSTALLATION. The LENDER as a courtesy will assist with the installation under the direction of the artist and have available equipment and supplies arranged prior to the date of installation. 3. 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WORK shall remain in the possession of the BORROWER for the time specified on the face of this Agreement, but may be withdrawn from exhibition at any time by the BORROWER at the BORROWER'S expense and returned to LENDER. 4. SALE OF WORK. If 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. 5. REMOVAL. All WORK must be removed at agreed upon time within 2 weeks of the termination of the exhibition in September 2025 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 the 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. 6. COMPENSATION. BORROWER agrees to pay LENDER a fee of One Thousand Dollars ($1,000.00) for the loaned WORK. Compensation will be paid upon the satisfactory completion of installation of the WORK as accepted by the City of Auburn Arts Coordinator. 7. 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. 8. MAINTENANCE AND REPAIRS. LENDER understands that the WORK shall be maintained outdoors in a non-secure environment for public display, and that the WORK will be exposed to the elements, pollution, and other adverse environmental conditions. The parties acknowledge that during the term of the Loan Period, maintenance of the WORK is essential although anticipated to be minimal. a) The parties agree that they shall coordinate periodic inspections and assessments of the condition of the WORK for the purpose of cleaning necessary to preserve the condition of the WORK, at LENDER's sole expense. Page 2 of 6 DocuSign Envelope ID: F67581 ED-D5F7-4343-B3F2-5D6737976F0C AUBURN °` THAN YOU1MAG1"E° Downtown Sculpture Gallery Artist Agreement b) If monitoring shows any problems or issues with the WORK beyond anticipated elemental exposure, such as vandalism or damages by third parties that compromise the integrity of the WORK for public safety purposes, the Parties will contact each other and meet to discuss repair needs. Any vandalism repairs shall be submitted for coverage to the BORROWER'S property insurance subject to any applicable deductible as referenced below in Sections 10 and 11, and then covered by LENDER. c) If repair of the WORK is necessary for faulty craftsmanship or materials— warranty repairs — during the term of this Agreement, maintenance and repair of the WORK will be provided by LENDER at LENDER'S sole expense. d) If the WORK is damaged by a non-warranty manner, 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 BORROWER's sole expense. If the damage is due to a warranty issue the expense shall be the sole burden of the LENDER. 9. 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. 10. INSURANCE. BORROWER shall provide property insurance for the WORK once the WORK is installed on site. BORROWER accepts no responsibility for any error or deficiency in information furnished to BORROWER'S insurers or for lapses in coverage not due to BORROWER'S negligence. 11. LOSS AND ASSUMPTION OF RISK. LENDER agrees and consents to assume the risk and hold BORROWER and their employees, volunteers and elected official's harmless from any loss or damage to the WORK during the term of the Loan Agreement for amounts not covered by BORROWER'S property insurance policy referenced in Section 10 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. Regardless of whether installation occurs within the term of the Loan Agreement, the above assumption of risk and hold harmless specifically includes any damage to the WORK or to third-party property caused by installation of the WORK or modifications made to the artwork to accommodate installation. Page 3 of 6 DocuSign Envelope ID: F67581ED-D5F7-4343-B3F2-5D6737976F0C AUBURN °�ETHAN you,,,,,AGiN,vDowntown Sculpture Gallery Artist Agreement 12. ASSIGNMENT. LENDER shall not assign this Agreement, in whole or in part, or any right or obligation, without the prior written approval of BORROWER. 13. 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. 14. 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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. 20. AMENDMENTS. Any amendment to this Agreement must be made in writing and signed by the party against whom enforcement is sought. Page 4 of 6 DocuSign Envelope ID: F67581 ED-D5F7-4343-B3F2-5D6737976F0C AUBURN 000-cHAN YOU 1MAGINE9 Downtown Sculpture Gallery Artist Agreement 21. 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. EXECUTION Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST: DocuSigned by; B I ' I ,66 Date: 6/10/2024 y' ----4ut.rr/ul Ib`J/4IU Print Name: Paul Kuniholm CITY: DS City of Auburn rDocuSignedby; � By: Parti, FAkr Date 6/17/2024 -.'Unvi U.�4ynY i Daryl Faber, Director of Parks, Arts and Recreation, City of Auburn Page 5 of 6 DocuSign Envelope ID: F67581 ED-D5F7-4343-B3F2-5D6737976F0C AUBURN °` THAN YOU1MAG1"E° Downtown Sculpture Gallery Artist Agreement Exhibit A LENDER's artwork titled Heart of Newport has been selected by a jurying process for display as part of the City of Auburn's Downtown 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 4) Install the WORK in a manner acceptable to the BORROWER 5) As a courtesy, a staff will be onsite to assist with the installation under the guidance of the LENDER. The city does not assume responsibility for any damage at the time of installation, or any results of the welding work done. Page 6 of 6