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HomeMy WebLinkAbout2024-0076 - - Vault Gallery Artist Agreement - Docusign Envelope ID:8A829AC4-1 DDF-4602-B98B-38AA41 F9B7FF AU BURN THAN YOU JMAO1N, Art on Main Gallery Artist Agreement This Agreement, entered into on October 16, 2024 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 Josh Sands (hereinafter referred to as the "LENDER") whose address is 41 Watagua PI. Cottage Grove, OR 97424. RECITALS: LENDER has been selected to install the artwork described below (hereinafter described and referred to as the "WORK") in Downtown Auburn hereinafter referred to as the "SITE") for the Art on Main Gallery at One Main Street (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: Josh Sands ADDRESS: 41 Watagua Pl. Cottage Grove, OR 97424 PHONE: (458) 221-5181 EMAIL:joshsandsart@gmail.com LOAN PERIOD: October 25, 2024 —January 10, 2025 TITLE OF WORK: Deluge and Refuge MEDIUM: Latex on wood, w/ hooks, glass, umbrella, books, art supplies and pedestal DIMENSIONS: H: 7' W: 9' D: 6' SELLING PRICE: $ 10,000 (must not exceed $10,000) 1. ARTIST'S WORK. LENDER agrees to create, loan for exhibition, and deliver the WORK at LENDER'S expense, to the SITE. The WORK should be designed to fill the SITE appropriately to engage viewers with the full exhibition space, and any questions about the scale or nature of the design and space can be handled by email communications in advance with the City of Auburn Arts Program Supervisor. The specific date of installation and delivery shall be on or before October 25, 2024 (date) and will be coordinated between BORROWER and LENDER. LENDER is required and is responsible for installing and removing the WORK, at LENDER'S sole expense and assumptions of all risk, at the termination of the exhibit period should the WORK not be purchased at the end Page 1 of 6 Docusign Envelope ID:8A829AC4-1 DDF-4602-B98B-38AA41 F9B7FF AUBURN ETHANYou'"`A�'"E° Art on Main Gallery Artist Agreement of the exhibit period. LENDER further agrees to provide WORK that does not exceed an appraised value of$10,000. 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 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 by January 10, 2025 (date) 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. USE OF CERTAIN CITY-OWNED EQUIPMENT. The BORROWER may, as a courtesy, assist with the installation under the direction of the artist. If needed, the LENDER may borrow certain equipment from the City to assist with the installation and removal of the WORK (e.g. ladder). The LENDER recognizes and acknowledges that any equipment is being provided by the City in an "as-is, where-is" condition, without warranty. In consideration of the City's agreement to lend the equipment on request by the LENDER, the LENDER, on behalf of themselves, their heirs, assigns and personal representatives, waive and release any and all rights and causes of action for damages or injury which the LENDER may have or which may accrue to them hereafter, whether now known or unknown, against the City of Auburn, its employees, officials, officers and agents for any and all loss, damage or injury or claim or legal action thereof on account of any injury or death to the LENDER or damage to their property arising out of or in connection with the use of the borrowed equipment. The LENDER further agrees to hold harmless, defend and indemnify the City of Auburn, its employees, officials, officers, agents and volunteers from any and all claims of liability for injury or damage suffered by third parties or entities arising out of the LENDER's use of the equipment and any use of the equipment by an agent of LENDER. 6. COMPENSATION. BORROWER agrees to pay LENDER a $1,000 stipend that will be split into two payments. The first payment of$800 will be paid upon the satisfactory completion of installation of the WORK as accepted by the City of Auburn Arts Coordinator. The second payment of$200 will be paid upon de-installation of the WORK leaving the gallery space clean and in the condition it was prior to the WORK installation. Page 2 of 6 Docusign Envelope ID:8A829AC4-1 DDF-4602-B98B-38AA41 F9B7FF AUBURN ETHANYou'"`A�'"E° Art on Main Gallery Artist Agreement 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 displayed publicly in a space that receives direct sunlight and is not humidity or temperature controlled. The parties acknowledge that during the term of the Loan Period, maintenance of the WORK is anticipated to be minimal, but when needed must be completed by the LENDER. 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 LENDER at LENDER'S sole expense. 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. 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 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. 11. 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. 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 or personal injury caused by the WORK, installation of the WORK or modifications made to the artwork to accommodate installation. 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. Page 3 of 6 Docusign Envelope ID:8A829AC4-1 DDF-4602-B98B-38AA41 F9B7FF AUBURN ETHANYou'"`A�'"E° Art on Main Gallery Artist Agreement 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. 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. Page 4 of 6 Docusign Envelope ID:8A829AC4-1 DDF-4602-B98B-38AA41 F9B7FF AUBURN THAN YOU �o� NAG INO) Art on Main Gallery Artist Agreement ARTIST: Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST:Fr DocuSigned by: By: /IL Date: 10/23/2024 --LH/bUCtb4rUJ4rt Print Name: josh Sands CITY: Initial ry DocuSigned by: p City of Auburn By: omit Faliv' Date 10/24/2024 --bbH4/I-bOU44H4 I/ Daryl Faber, Director of Parks, Arts and Recreation, City of Auburn Page 5 of 6 Docusign Envelope ID:8A829AC4-1 DDF-4602-B98B-38AA41 F9B7FF AUBURN THAN YOU O JMAOINt° Art on Main Gallery Artist Agreement Exhibit A LENDER's artwork titled Deluge and Refuge has been selected by a jurying process for display as part of the City of Auburn's One Main Street 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