HomeMy WebLinkAboutSharon Agnor AUBURN
#00THAN YQV imAG1NEO 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 Shfl 0 A Ac'NO (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: 3P?3/000t! -(-27tvto-KZ--
ADDRESS: /07O 1 A/L G10 V/LT Va e0V tf —_12 I.v/l
610bY
PHONE: 300 7'/K—O00GJ
E-MAIL: ,
3 6(ror 4 ror6 CUnYIGGsi- r)�/L
LOAN PERIOD: August 2015 —August 2016
TITLE OF WORK: wA—rtiAr& 0g_
MEDIUM: � (�L B 12DNZ,; & (ASS
DIMENSIONS: H: J� 7 W: D:
SELLING PRICE: $ ig 6DD m
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 fourth week of August 2015 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.
2. INSTALLATION. The LENDER as a courtesy will assist with the installation
under the direction of the artist.
Page 1 of 5
AUBURN
Mu
YOU IMACINEO Outdoor Sculpture Gallery Artist Agreement
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time specified on the face of this Agreement, but may be withdrawn from exhibition at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 within 2 weeks of the termination of the
exhibition August 2016) 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, other
adverse environmental conditions, and vandalism. 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.
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AUBURN•
MpRE7HAN YOU I,HAGINEO Outdoor Sculpture Gallery Artist Agreement
(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.
9. 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.
10. LOSS AND ASSUMPTION OF RISK. LENDER agrees and consents to assume the
risk and hold BORROWER and Greg Noonan 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 caused by installation of the WORK or modifications
made to the artwork to accommodate installation.
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.
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AUBURN
p0.ETHAN YOU�MAGINEp Outdoor Sculpture Gallery Artist 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
action commenced under this agreement shall be exclusively in King County,
Washington.
17. 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.
18. 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.
19. AMENDMENTS. Any amendment to this Agreement must be made in writing and
signed by the party against whom enforcement is sought.
20. 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.
ARTIST: $/M-,z 7/J IVAIC VY 1 AI'J 14. -71V.9171____
Each of the following parties agrees to all of the above terms and conditions of this Loan
Agreement.,
By:TI `� elf Date: -1" p - I S
Print Name: £1-h11CO1J
CITY:
City of ubur
By: ` Date 77/4(--K
Daryl Faber, Director of Parks,Arts and Recreation, City of Auburn
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AUBURN
Mp0.f?HAN YOU IAUGINEo Outdoor Sculpture Gallery Artist Agreement
Exhibit A
LENDER's artwork titled ()/11-1--/</A16 Gv/l2Z IC A has been selected by a
jurying process for display as part of the City of Aubum'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
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.
Font, 1111'9 Request for Taxpayer Give Form to the
(Rev.August 2013) Identification Number and Certification requester.Do not
Department of the Treasury semi to the IRS.
Internal Revenue Service
Name(as shown on your income tax rpt.n)
J o S e.r FE l c— - V u R--(-.G
of Business name/ sregarded entity name,if different ve
• 1cc 130 ft_z i G-r-4 4 14C(cSvucTl-4
• Check appropriate box for federal tax classification: Exemptions(see instructions):
• Sindlviduaysole proprietor ❑ C Corporation ❑S Corporation ❑ Partnership ❑Trust/estate
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£ Exempt payee code ft any)
❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=partnerehip)► Exemption from FATCA reporting
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c code(if any)
u ❑ Other(see instructions)le
€ Address(number,street,and apt.or suite no.) Requester's name and address(optional)
E. 65 S. F(NC c- .
m• C ,state,and ZIP code D
A2R3NoALe y Co . o (G2 ?
List account number(s)here(optional)
Part I Taxpayer Identification Number(TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on the"Name"line I Social security number
to avoid backup withholding.For individuals,this is your social security number(SSN).However,for a O - I
resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other - S
entities,it is your employer identification number(EIN).if you do not have a number,see How to get a
TIN on page 3.
Note.If the account is in more than one name,see the chart on page 4 for guidelines on whose • Employer identification number
number to enter.
Part II Certification
Under penalties of perjury,I certify that:
1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and
2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
Service(IRS)that I am subject to backup withholding as a result of a failure to report all Interest or dividends,or(0)the IRS has notified me that I am
no longer subject to backup withholding,and
3. I am a U.S.citizen or other U.S.person(defined below),and
4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct.
Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax retum.For real estate transactions,item 2 does not apply.For mortgage
interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and
generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the
instructions on page 3.
Sign Signature of
Here U.S.person )(/ 1 Date► J (�// ' , 20 I .J
General Instruction tax on foreign partners'ssha a oYeffectively connected income,and
4.Certify that FATCA code(s)entered on this form(If any)Indicating that you are
Section references are to the Internal Revenue Code unless otherwise noted. exempt from the FATCA reporting,Is correct.
Future developments.The IRS has created a page on IRS.gov for information Note.If you are a U.S.person and a requester gives you a form other than Form
about Form W-9,at www.irs.gov/w9.Information about any future developments W.9 to request your TIN,you must use the requester's form if it is substantially
affecting Form W-9(such as legislation enacted after we release it)will be posted similar to this Form W-9.
on that page.
Definition of a U.S.person.For federal tax purposes,you are considered a U.S.
Purpose of Form pew if you a1e:
A person who is required to file an information return with the IRS must obtain your •An Individual who is a U.S.citizen or U.S.resident alien,
rm
correct taxpayer identification number(TIN)to report,for example,income paid to •A partnership,corporation,company,or association created or organized in the
you,payments made to you in settlement of payment card and third party network United States or under the laws of the United States,
transactions,real estate transactions,mortgage interest you paid,acquisition or •An estate(other than a foreign estate),or
abandonment of secured property,cancellation of debt,or contributions you made
to an IRA. •A domestic trust(as defined in Regulations section 301.7701-7).
Use Form W-9 only if you are a U.S.person(including a resident alien),to Special rules for partnerships.Partnerships that conduct a trade or business in
provide your correct TIN to the person requesting it(the requester)and,when the United States are generally required to pay a withholding tax under section
applicable.to: 1446 on any foreign partners'share of effectively connected taxable Income from
1.Certify that the TIN you are Is correct(or you are waiting for a number such business.Further,in certain cases where a Form W-9 has not been received,
Y giving ( Y the rules under section 1446 require a partnership to presume that a partner is a
to be issued), foreign person,and pay the section 1440 withholding tax.Therefore,if you are a
2.Certify that you are not subject to backup withholding,or U.S.person that is a partner in a partnership conducting a trade or business in the
3.Claim exemption from backup withholding if you are a U.S.exempt payee.If
United States,provide Form W-9 to the partnership to establish your U.S.status
applicable,you are also certifying that as a U.S.person.your allocable share of and avoid section 1446 withholding on your share of partnership income.
any partnership income from a U.S.trade or business is not subject to the
Cat.No.10231% Form W-9(Rev.8-2013)