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HomeMy WebLinkAbout7568130 Postmark Gift Shop Consignment Agreement - Docusign Envelope ID: EDE65CC2-BD28-4434-BC2E-E6532E75EC0D Art Exhibition and Loan Agreement City of Auburn's Postmark Center for the Arts Gallery Consignment Agreement Postmark Center for the Arts Gift Shop (Limited 70/30% Introductory consignment rate) THIS AGREEMENT made and entered into on this of , 2024, by and between the CITY OF AUBURN, a municipal corporation of the State of Washington ("City"), and A/e �L`� : c ("Artist"), who is located at v t 18.4." A.-\bu, rN , WAr R $ cC In consideration of the conditions and the mutual promises and covenants contained in this Agreement, the parties agree as follows: 9. Scope of Agency The Artist appoints the City as agent for the works of art consigned under this agreement for the purposes of display and sale. The City will not permit the artwork(s) to be used for any other purposes without he written consent of the Artist. The City shall serve as agent for the Artist in consideration for a percentage of the pre-tax revenue derived from sale of the artwork(s). This agency shall cover only artwork submitted by the Artist while this agreement is in force. 2. Consignment of Artwork The Artist consigns to the City and the City accepts on consignment the artwork(s) listed on the attached inventory schedule which is incorporated by reference. During the term of the consignment, according to section 3, the City shall have the exclusive right to possession of the Artwork. Additional artwork may be later incorporated into this contract by listing on a separate inventory schedule and by mutual agreement of the parties. All inventory schedules shall be signed by the Artist and a representative of the City. Only those inventory schedules provided to the Artist by the City will be accepted. 3. Length of Consignment The Artist and the City agree that the length of this consignment will be for a 90 day duration between the dates shown on the inventory attachment ("initial consignment period"), unless otherwise changed by the parties according to section 16 of this agreement. At the end of the initial term, the agreement shall become terminable upon 20 days written notice by either party. If the Artist submits new inventory, the term of the consignment for all Artwork shall be extended for the length of time shown on the inventory schedule. At the end of that term, the agreement shall again become terminable upon 20-days written notice by either party. The Artist agrees that all Artwork left in the store after this agreement is terminated by either party will be returned to the Artist. The Artwork may be picked up by the Artist or shipped at the Artist's expense. The City shall have the right to store, either at the City or in public storage all Artwork that remains in the City's possession for more than two weeks after the conclusion of the consignment period. The City may charge storage fees at market rate and carry insurance on the Artwork. The Artist agrees that the City shall have a lien on the Artwork for the amount of any unpaid storage and insurance charges. If the Artist has not claimed the Docusign Envelope ID: EDE65CC2-BD28-4434-BC2E-E6532E75EC0D CITY OF AUBURN WASHlNGTON Artwork after six months from the last day of the consignment period, the work shall be deemed an unrestricted gift to the City. 4. Terms of Payment The Artist shall establish a price, within market value, for each item of artwork on the inventory list. The City shall sell the artwork(s) at the price listed plus all required tax amounts. The Artist agrees that the City's commission will be 30❑1a of the pre-tax price. The remaining 70% of the pre-tax price will be remitted to the Artist after sale. Payment to the Artist for sold artwork will be remitted following the 90-day contract period (quarterly) and will include all amounts for artwork sold in that 90 days of sale. 5. Discounts Artist agrees that the City at its discretion may discount prices on artwork up to 15%. The portion of the discounted sale amount paid to the Artist and the portion that is retained by the City as commission shall be the same percentages as described in section 3. The City may discount any artwork more than 15% only with the Artist's consent. 5. Artist's Warranty Artist warrants the Artwork identified in the Inventory Schedule is: a. The Artist's original creation or is artwork that the Artist has obtained full copyright to; and b. The Artist's unencumbered property while for sale in City's indoor center. 7. Promotion The Artist acknowledges that images of the consigned artwork shall be used by the City for the purposes of social media marketing and promotion on platforms including Facebook, Twitter, Pinterest, and Instagram. The Artist grants the City the right of photographic reproduction and use of images of the Artwork for publicity purposes in exhibit announcements, in the City's publications (including, but not limited to, its magazine), the City's website, and other media. The Artist will indemnify and hold the City harmless from any liability arising out of the City's use of such images for publicity purposes. The City agrees to tag the Artist's social media accounts in any posting featuring consigned artwork subject to this agreement. The Artist agrees to endeavor to tag the City's posts regarding the Auburn Arts and Culture Center using approved hashtags 8. Display The City will have the artwork(s) available for purchase at its gift shop inside the Postmark Center for the Arts at 20 Auburn Ave, Auburn, WA 98002 ("Center") during the Center's hours of operation. The Artist grants to the City the right to display the artwork anywhere within the Center, but is not required by this Agreement to display the artwork. 9. Delivery and Installation The Artist, at his or her sole cost and expense, will be responsible for the transportation and delivery of the Artwork to and from the Center. The City shall be responsible for installation and/or storing of the Artwork(s), and all decisions regarding placement in the Center will be at the sole discretion of the City. 10. Direct sales commission If the Artist sells the artwork directly to a purchaser during the term of this agreement, including any extension of the agreement, the City is entitled to a commission of 25% of the selling price. The Artist shall remit the amount to the City within 30 days of the date of sale Docusign Envelope ID: EDE65CC2-BD28-4434-BC2E-E6532E75EC0D CITY OF AUBURN WASH INGTON 17. Miscellaneous Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. This Agreement is for the exclusive benefit of the parties and it does not create a contractual relationship with or exist for the benefit of any third party. Any waiver by any party of any default of the other party shall not affect or impair any right arising from any subsequent default. This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings, oral or written, regarding the matters contained herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN ARTIST Ds by: [ rDocuSigned `AIL Falur 7/16/2024 „ma 9 Daryr` 615e ��'' Signe of re Director, Parks, Arts & Recreation Department Name: Ali.'( MC.1,C-a Date: O7/o ZS/�W Organization (if any) Address 2 L O liRs-h Pi_SE City/State/Zip Au t uv In \AMA 98.O 4 2 Email: Ve.Peil'Alex. vno,j,cra p,s,%ve\ COW\ Phone: C_2-3) 3z.6-72-1L{ Docusign Envelope ID: EDE65CC2-BD28-4434-BC2E-E6532E75EC0D CITY OF AUBURN WASH I NGTQN or shall not be relieved of liability to the City for damages sustained by virtue of any breach of this agreement by the Lender. 11. Damocles & Insurance The Artist agrees that the City is not liable or responsible for damage to Artwork(s) in transit. Any works damaged during shipping from the Artist to the City shall be returned to Artist, at the Artist's expense. The City assumes the risk of loss or damage to the Artwork, other than damage due to normal wear and tear, while on consignment in the Center. The City agrees to repair or reimburse the Artist for such damage or loss to the extent the City's insurance policy coverage. For all damage which is subject to the insurance deductible, the City shall reimburse the Artist for 70% of the price of the Artwork(s). If the Artwork is damaged to the extent it becomes aesthetically compromised and/or cannot be repaired or cleaned to the satisfaction of the City, Artist shall remove the Artwork from the Center at Artist's sole expense. If Lender chooses to insure the Artwork, City disclaims any responsibility for any error or deficiency in information furnished to Lender's insurers or for lapses in Lender's insurance coverage. 12. Maintenance and Repair The Artist acknowledges that the Artwork may be displayed publicly in a space that receives direct sunlight and is not humidity controlled. The Artist understands that no compensation will be made for wear and tear to the Artwork and the City will not maintain the work. The parties agree that during the term of the consignment period maintenance of the Artwork is anticipated to be minimal, but when needed must be completed by the Artist at its sole expense and risk. No maintenance or cleaning will be conducted by the City. 13. Indemnification The Artist agrees to indemnify and hold the City, its elected officials, officers, employees, agents and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and attorney fees) to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising out of, resulting from, or related to this Agreement to the extent caused by the negligent acts, errors, omissions of the Artist, the Artist's partners, shareholders, agents, employees, or by Artist's breach of this Agreement. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 14. Accounting The City shall keep accurate records reflecting the inventory and sale of the consigned artwork. With payment to the Artist, the City shall provide a record of the total amount sold by the City, the artwork sold, and the current inventory levels. 15. Aaent Commission The terms and conditions of this Agreement shall bind Artist's agent, if any. The City shall not be responsible for any additional commissions that may be due and owing to Artist's agent. 16. Amendment All amendments of this agreement, including extensions of the initial consignment period, shall be made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Docusign Envelope ID: EDE65CC2-BD28-4434-BC2E-E6532E75EC0D oieo,ey,o.a. -WI err .Orrvp Inventory Intake Form.xlsx-Google Sheets InGift Shop inventory Intake Form a sa++ed to drive File edit View lnsort Fannat Data Tools Help C> Menu. foi -g - 100% - Ca7 VieW Only Al - Artist Name A i, - C _ F !Artist Name Category Item Description Dimensions Quantity Retail Price Intake Date I Alex Molica Cards 15pt paper thick landscape gre 5.83•'x A.13" 20 ct 5 5.00 C5/21/2024 Aiex MoJica Stickers Vinyl matte die-Cut stickers. 5"x 3.5" 20 c 5 3.00 06/21/2024 f 13 r: Tne [DATE} consignment agreement is amended to included the above described artwork. Consignment of this artwork to the City of Auburn to display and sell snarl be subject to the term;and conditions of that agreement.except that the the consigr'ement duration for aii artwork shalt be revised to be ninety(90)days from the date of th s amendment. Executed th s_13th_day of_Junes 202». • Alex t,aojlca ARTIST 21 • • r sheet1 - https:Ndocs.googie.comispreadsheets/dll ezweOrvo8sw56d6VQH3XwgI_iot4TtjH/edit?gid=610359005#42id=610359005 1/1 Docusign Envelope ID: EDE65CC2-BD28-4434-BC2E-E6532E75EC0D