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HomeMy WebLinkAbout2025-0424 - - Sculpture Gallery Contract Termination - Docusign Envelope ID:C810B042-4050-466D-A1BE-BAD7B482C528 TERMINATION AGREEMENT This Termination Agreement("Termination Agreement" or"Agreement") is effective as of the 22nd day of August, 2025 (the "Effective Date"), by and between The City of Auburn ("City" or"Borrower") and Jenny Ellsworth("Artist" or"Lender"). RECITALS A. City and Artist entered into that original Agreement dated effective August 6, 2025 to place the Artist's work in the Downtown Auburn Sculpture Gallery (the original "Agreement"). B. The City has elected not to proceed with placement of the Artist's work at this time and is choosing to terminate the original Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, The City and Artist hereby agree as follows: AGREEMENT 1. Termination. The Agreement between the City and the Artist is hereby terminated upon mutual execution of this Termination Agreement ("Termination Date"). 2. Termination Fee. The City and Artist agree that there shall be no compensation due or termination fee associated with the early termination of the Agreement. 3. Mutual Release. a. Release of City. As consideration for the terms and conditions of this Termination Agreement, including Artist's acceptance of the early termination of the Agreement, Artist agrees and does hereby release the City, and its partners, owners, officers, directors, agents, employees, and attorneys from any and all claims for compensation, damages, and all other causes of action, known or unknown, arising out of the Agreement. b. Release of Artist. As consideration for the terms and conditions of this Termination Agreement, including the City's early termination of the Agreement, the City agrees and does hereby release the Artist from any and all duties, obligations, or other requirements for placement of any Work with the City under the terms of the Agreement. 4. Representation and Warranties. The City and Artist each represent and warrant to the other as follows: a. That said party has the authority to enter into this Termination Agreement and to perform under this Agreement; and b. That the City has satisfied all financial obligations to the Artist, if any. 1 Docusign Envelope ID:C810B042-4050-466D-A1BE-BAD7B482C528 5. General Provisions. a. Time is of the essence in the performance of the parties' respective obligations set forth in this Termination Agreement. b. This Termination Agreement constitutes the entire understanding of the parties and all prior agreements,representations, and understandings between the parties,whether oral or written, are deemed null, all of the foregoing having been merged into this Agreement. The parties acknowledge that each party has had the opportunity to have independent legal review and/or its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Agreement or any amendments or exhibits to this Agreement or any document executed and delivered by either party in connection with this Agreement. c. This Termination Agreement shall be construed under Washington law and venue for any claims arising out of this Agreement shall be in King County, Washington. d. If for any reason,any provision of this Termination Agreement shall be held to be unenforceable, it shall not affect the validity or enforceability of any other provision of this Agreement. e. This Termination Agreement, including Exhibits and/or addenda, if any, expresses the entire agreement of the parties and supersedes any and all previous agreements between the parties with regard to the Agreement. There are no other understandings, oral or written, which in any way alter or enlarge its terms, and there are no warranties or representations of any nature whatsoever, either expressed or implied, except as may be set forth herein. f. This Termination Agreement may be executed in counterparts.All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original. g. The parties hereto agree that each party shall be responsible for their own attorneys' fees and costs incurred in the negotiation for and preparation of this Termination Agreement, if any. In the event any dispute between the parties over the terms of this Agreement results in litigation,venue shall be in King County and the prevailing party in any such action shall be reimbursed by the non-prevailing party for all reasonable costs and expenses,including,without limitation, reasonable attorneys' and experts' fees and costs incurred by the prevailing party in connection with such litigation or other proceeding and any appeal thereof Such costs, expenses and fees shall be included in and made a part of the judgment recovered by the prevailing party, if any, including any appeal. h. Except as modified herein, all other covenants, terms and conditions of the original Agreement remain in full force and effect. In the event of any conflict between the terms of the original Agreement and this Termination Agreement, the terms of this Termination Agreement shall govern. 2 Docusign Envelope ID:C810B042-4050-466D-A1BE-BAD7B482C528 IN WITNESS WHEREOF, the parties have executed this Termination Agreement on the date first above written. CITY: City of Auburn Parks, Arts and Recreation ,-- Signed by: By:. Julie Krue FUruibua�ger1luan Its: Department Director Approved as to Legal Form: (— Signed by. JasonM. Whalen, City Attorney ARTIST: 5Signed by: tAkAA-Aft,r fL swot/ , �vrai �.7 oaa�ab� Jenny ltsworth 3