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Home My WebLink AboutStephen Nomura Aug 141407:52p p.2 AUBURN • 0040 riAN Yl)u IAur%rsGn 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 5 r1C NIornwrw, (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 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: Ste?htv No n4re.' ADDRESS: III ti So Q n { ren iv ( o 4 I PHONE: So— 7,1S— 'j 3 E-MAIL: S tilENY10W1NYA ® 5 MA, 1. f0 vin LOAN PERIOD.OStel(2943-September2014 — AuJrus} 2o!5 TITLE OF WORK: 11 MEDIUM: .3Y01 tf DIMENSIONS: HI c .W: tors D: jf It SELLING PRICE: $ 101 000 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 LENDERS 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WORK shall remain in the possession of the BORROWER for the time specified on the face of this Agreement, but may be withdrawn from exhibition at any time by the BORROWER. 3.SALE OF WORK.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. Page 1 of 5 AuBUR • ��Op,F.THAN YOU/ pINEp Outdoor Sculpture Gallery Artist Agreement 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WORK shall remain in the possession of the BORROWER for the time specified on the face of this Agreement, but may be withdrawn from exhibition at any time by the BORROWER. 3.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 within 2 weeks of the termination of the exhibition August 2015) 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. Compensation 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. LENDER understands that the WORK shall be displayed outdoors, 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. 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. 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. Page 2 of 5 AUB F v THAN YOU MAGINEO Outdoor Sculpture Gallery Artist Agreement (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. 9. INSURANCE. BORROWER shall provide insurance for the Work. BORROWER accepts no responsibility for any error or deficiency in information furnished to BORROWER'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 Page 3 of 5 Aug 141407:53p p.3 AUBURN � '"�"YOU""o"`O Outdoor Sculpture Gallery Artist Agreement Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST: Q,_ _ ' y 20 /q By; Date: IMU�� t CITY: Ci , burn By: 'cat ai/a. q 14/0'1 Date Page 4 of 5 ��. ��////AUBURN ppETHAN You IAIAGItav F Outdoor Sculpture Gallery Artist Agreement Exhibit A A LENDER's artwork titled A n ernone, 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 4) Install the WORK in a manner acceptable to the BORROWER Page 5 of 5 Jul 29'45 08:01a p.2 �— ADDENDUM NO. 1 ADDENDUM TO OUTDOOR SCULPTURE GALLERY ARTIST AGREEMENT THIS ADDENDUM is made and entered into this 2 9 aw day of J U 4Y 2015. by and between Stephn Nomura,and the CITY OF AUBURN,a municipal corporation of the State of Washington(hereinafter referred to as "City"), as an addendum to the Agreement between the parties for display of artwork executed on the 14 day of August, 2014, ("Original Agreement"), which is attached as Exhibit A. RECITALS: 1. The Original Agreement contemplated Mr. Nomura removing and transporting the artwork from the exhibition site with Mr.Nomura paying all costs of transportation to and from the site; and 2. Mr. Nomura is unable to travel to remove the artwork from the site and the City is willing to perform this task for him and to ship the sculpture to his home at his expense; and 3. The Original Agreement released the City from liability for damage and injury caused to the artwork while on display,but did not address liability during removal and transport. NOW THEREFORE in consideration of their mutual covenants,conditions and promises,the PARTIES HERETO HEREBY AGREE as follows: 1. Section 10 of the Original Agreement is amended to read as follows: "LOSS AND ASSUMPTION OF RISK. LENDERagrees 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 and during removal, packaging, and transport of it for amounts not covered by BORROWWER'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 and during removal, packaging and transport." • 2. REMAINING TERMS UNCHANGED: That all other provisions of the Original Pape 1 • Jul 29 1508:01a p.1 .. FAX Cover Sheet Date: July 29, 2015 From: STEPHEN NOMURA Fax: 510-527-1580 Cell: 510-295-8593 To: Maija McKnight Fax: 253-931-4005 Attention: Maija Here is the agreement you requested. I have 910 Ninth Street SE, Auburn WA 98002 as the pick-up location (M-F 8 AM to 9PM, and Sat. 9 to 4). I shall give UPS your number (253-804-5043) as the contact number unless you tell me differently. Thanks again, Stephen Jul 294.5 08:01a p.3 ■ Agreement shall remain unchanged, and in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the thy and year first above written. CITY OF AUBURN STEPF4N NOMURA ACir" lkh N / Da ryl Faber Print Name: 57EPf61-J No Ai URA Page 2 4 w/