Loading...
HomeMy WebLinkAboutVarious One Main Street Gallery Artist Agreements 2019 3, 1(0. AUBURN ,OSE[HAN xi?-1) YOU��G�NEO One Main Street Gallery Artist Agreement This Agreement, entered into to be effective on the date the last party hereto executes this Agreement is between the ity of Auburn (hereinafter referred to as the "BORROWER"); and 1---,'e. (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 roN ,,4 4/N 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: aG.k-` � L5E-. ADDRESS: -'62e) 1 y — I PHONE: 2 S 7 — 3 (2.13 E-MAIL: GL10 C� � �lint) jSe..L 1461 ( bfrt r LOAN PERIOD: 0cti (1+ 2-of JM /6) TITLE OF WORK: FctclI v`JOCc › MEDIUM: /lM/1)(.ed -�c eGriet, (9Q4/le LcGi late j DIMENSIONS: H:/.51/ W:/6/ D: SELLING PRICE: 6L9"l) 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 on or before October 18, 2019 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 of the exhibit period. LENDER further agrees to provide WORK that does not exceed an appraised value of $10,000. Page 1 of 6 AUBURN „oTHAN You,MAG ft 0 One Main Street 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WORK shall remain in the possession of the BORROWER for the time specified on the face of this Agreement, but may be withdrawn from exhibition at any time by the BORROWER. 3.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 by January 10, 2020 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. 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 Page 2 of 6 AUBURN _E rxnrr You,tiuciNEo One Main Street Gallery Artist Agreement 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. 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 Page 3 of 6 AUBURN ���ETHAN YOU,MAGlNEO One Main Street Gallery Artist Agreement 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 AUBURN �E r,,�N You,,,qG,NEo One Main Street Gallery Artist Agreement ARTIST: Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST: By. -{- Date:lD f 1 Print Name: ec / Fre, CITY: City of Auburn By; \ -' Date /0/l tis Daryl Faber, Director of Parks, Arts and Recreation, City of Auburn Page 5 of 6 r AUBURN �O�ET�IAN YOU(��L�NEO One Main Street Gallery Artist Agreement Exhibit A j `,� d.� LENDER'S artwork titled FI VvIOOd5 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 r i AUBURNRequest for use of City of Auburn Art on Main Gallery Equipment ,,,00THAN You,MAGINEo 910 9th Street SE, Auburn, WA 98002 1253-931-3043 ARTIST NAME eG Fr-e- LtS e. be 1<-7 f EMAIL be'c.,ky 4--re s8 6k1_l lNlckt., PRIMARY PHONE #253-380.-121 SECONDARY PHONE # c, '1 //11^ kw_ CITY/ZI t �"qt tJA / �7 cr ADDRESS 4600I �J EVENT DATE (S) O� b-� tit) . to) 2e2e PICK UP DATEC,1 /7 RETURN DATE (prior to 5pm on M-For4pm on Saturday) /1)15- REASON FOR EQUIPMENT USE ART ON MAIN GALLERY INSTALLATION EQUIPMENT REQUESTED: (List each item of equipment requested for use) QUANTITY: Little Giant Ladder 1 Orange Construction Cones and bases 2 Keys to Gallery Set of 2 You will receive a confirmation by mail or email regarding what equipment may be available for your use along with instruction for pick-up and return of equipment. The undersigned accepts and assumes full responsibility for the equipment during the time of possession and full responsibility of any accidents that may occur while the equipment is in the possession of my organization. The undersigned assumes full responsibility for replacement of borrowed equipment, if damage to equipment occurs. The Borrower agrees to defend, indemnify and hold harmless The City, its agents, employees and officials, from all causes of action, demands and claims, including the cost of their defense, from and against any and all claims, suits, actions, or liabilities for injury or death of any person, or for loss or damage to property arising out of the Borrower's use of the equipment, activities, or from any activity,work or thing done, permitted, or suffered by Borrower when using the equipment, except for liability caused due to the s.le negligence • the City. / Signature of Borrower: i ' �' Date: o /I/ OFFICE USE ONLY Date Reserved in CLASS Pick-up Date: Return Date: Other Notes 3,\Lo,� fa-00 AUBURN �.°�`"A`1YOQ`h1AG1N�O One Main Street 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_Angie Hinojos Yusuf (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 Art on Main Gallery 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: Angie Hinojos Yusuf ADDRESS: 18008 ne 196th st., Woodinville WA, 98077 PHONE: 425 7364322 E-MAIL: angieyusuf@yahoo.com LOAN PERIOD: July 20 -October 6, 2019 TITLE OF WORK: 1894 MEDIUM: G pdmr IAJ' Dd DIMENSIONS: H: 6 h W: D: SELLING PRICE: $ 2 "04 °(-3 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 on or before July 20th, 2019 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 of the exhibit period. LENDER further agrees to provide WORK that does not exceed an appraised value of$10,000. Page 1 of 6 A - a itt THAN YOuNAGINF.O One Main Street 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 by October 11, 2019 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. 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 Page 2 of 6 • AUBURN ocs,THAN Y°u'Mac►0° One Main Street Gallery Artist Agreement 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. 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 Page 3 of 6 AUBURN 0, ..f.AN YOU,AgAGINEv One Main Street Gallery Artist Agreement 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 AUBURN 00tr`ANYO".AG1N, One Main Street Gallery Artist Agreement ARTIST: Each of the f. owing parties agrees to all of the above terms and conditions of this Loan Agreemen ARTI By: imilA 1 i/i5)(9. , - / f Print Name: s , CITY: City of Auburn / By: � Date '2 1/ S ( /y Daryl Faber, Director of Parks, Arts and Recreation, City of Auburn Page 5 of 6 AUBURN 00 THAN YOU imAGINEO One Main Street Gallery Artist Agreement Exhibit A LENDER's artwork titled 1894 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 ArjDlJpJ. j Request for use of City of Auburn V Art on Main Gallery Equipment o0z�"vou1MAGI to 910 9th Street SE, Auburn, WA 98002 1253-931-3043 ARTIST NAME1 .and 414 0103 VIA (LA.-ft EMAIL R.A.CtJet/uSuc@ ya116LaCCM_ U I -ZZ PRIMARY PHONE # " a 5 - 736 ` ECONDARY PHONE # ADDRESS -OC.� 6, / ? CITY/ZIP EVENT DATE (S) PICK UP DATE J Zfl/5 RETURN DATE (prior to Spm on M-For 4pm on Saturday) 7/1 6-1 II. REASON FOR EQUIPMENT USE ART ON MAIN GALLERY INSTALLATION EQUIPMENT REQUESTED: (List each item of equipment requested for use) QUANTITY: Little Giant Ladder 1 Orange Construction Cones and bases 2 Keys to Gallery Set of 2 ,C ik kitS 4 J(.0-m_ I 1 r You receive a confirmation y mail or email regarding what equipment may be available for your use along with instruction for pick-up and return of equipment. The undersigned accepts and assumes full responsibility for the equipment during the time of possession and full responsibility of any accidents that may occur while the equipment is in the possession of my organization.The undersigned assumes full responsibility for replacement of borrowed equipment, if damage to equipment occurs. The Borrower agrees to defend, indemnify and hold harmless The City, its agents, employees and officials,from all causes of action,demands and claims, including the cost of their defense,from and against any and all claims,suits,actions,or liabilities for injury or death of any person,or for loss or damage to property arising out of the Borrower's use of the equipment, activities,or from any activity, w. k or thing done •ermitted,or suffered by Borrower when using the equipment, except for liability caused due to the sole r, gligence of t'e ' ity. _ Signature of Borrower: �/' ate: 7//S l / 9 / OFFICE USE ONLY Date Reserved in CLASS Pick-up Date: Return Date: Other Notes: A1),[ 900 AUBURN o0 MAN YOLi`"'AOINE° Outdoor Sculpture Gallery Artist Agreement 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 Patricia Vader (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 CIRCLES hereinafter referred to as the "SITE") for the Outdoor Sculpture Gallery—Art on Main (hereinafter referred to as the "EXHIBITION"). 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:_PATRICIA_VADER ADDRESS:_1085_Pereira_Road,_Martinez,_CA94553 PHONE: 925_229_2450 EMAIL: jpatriciavader@gmail.com LOAN PERIOD: September 2018 — September 2019 TITLE OF WORK: CIRCLES MEDIUM: steel_and aluminum DIMENSIONS: H: 12' W: 5' D: 2' SELLING PRICE: $_10,000 TERMS 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 at an agreed upon date and time in September 2018 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. Page 1 of 6 AUBURN o�ETw'N You NAG INE° Outdoor Sculpture Gallery Artist Agreement 2. INSTALLATION. The LENDER as a courtesy will assist with the installation under the direction of the artist and have available equipment and supplies arranged prior to the date of installation. 3. 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 at the BORROWER'S expense and returned to LENDER. 4. SALE OF WORK. If 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. 5. REMOVAL. All WORK must be removed at agreed upon time within 2 weeks of the termination of the exhibition in September 2019 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 the 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. 6. 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. 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 maintained outdoors in a non-secure environment for public display, 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. a) The parties agree that they shall coordinate periodic inspections and assessments of the condition of the WORK for the purpose of cleaning necessary to preserve the condition of the WORK, at LENDER's sole expense. b) If monitoring shows any problems or issues with the WORK beyond anticipated elemental exposure, such as vandalism or damages by third parties that Page 2 of 6 AUBURN THA N You imAcistv Outdoor Sculpture Gallery Artist Agreement compromise the integrity of the WORK for public safety purposes, the Parties will contact each other and meet to discuss repair needs. Any vandalism repairs shall be submitted for coverage to the BORROWER'S property insurance subject to any applicable deductible as referenced below in Sections 10 and 11, and then covered by LENDER. c) If repair of the WORK is necessary for faulty craftsmanship or materials — warranty repairs —during the term of this Agreement, maintenance and repair of the WORK will be provided by LENDER at LENDER'S sole expense. d) If the WORK is damaged by a non-warranty manner, 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 BORROWER's sole expense. If the damage is due to a warranty issue the expense shall be the sole burden of the LENDER. 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 property 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 not due to BORROWER'S negligence. 11. LOSS AND ASSUMPTION OF RISK. LENDER agrees and consents to assume the risk and hold BORROWER and their employees, volunteers and elected official's harmless from any loss or damage to the WORK during the term of the Loan Agreement for amounts not covered by BORROWER'S property insurance policy referenced in Section 10 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. 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 AuBuRN 14,0 N YOU lMgGINE� Outdoor Sculpture 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 AUBURN OWETHANYOUti, /MA GlNEN) Outdoor Sculpture Gallery Artist Agreement EXECUTION Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST: By: Date: _6-21-2018 Print Name: _Patricia Vader CITY: City of Auburn (13 h•�A Date 7//l11 9 Daryl Faber, Director of Parks, Arts and Recreation, City of Auburn Page 5 of 6 AUBURN pwETHAN YOut AGlNEO Outdoor Sculpture Gallery Artist Agreement Exhibit A LENDER's artwork titled CIRCLES 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 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 A lie" AUBURN oncTRAN YOU'MAGft Outdoor Sculpture Gallery Artist Agreement 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 Ken Turner (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_Site 3, 1st St NE and N Division hereinafter referred to as the "SITE") for the Outdoor Sculpture Gallery—Art on Main (hereinafter referred to as the"EXHIBITION"). 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: Ken Turner ADDRESS: 2110 18th Ave. S., Seattle, WA 98144 PHONE: (206) 325-4709 E-MAIL: kenturner2Cajuno.com LOAN PERIOD: September 2018 —September 2019 TITLE OF WORK: Time Management MEDIUM: stainless steel DIMENSIONS: H: 87" W: 28" D: 24" SELLING PRICE: $ 8000.00 TERMS 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 at an agreed upon date and time in September 2018 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. Page 1 of 6 AUBURN 00T"A"YO"'"AGR4 ° Outdoor Sculpture Gallery Artist Agreement 2. INSTALLATION. The LENDER as a courtesy will assist with the installation under the direction of the artist and have available equipment and supplies arranged prior to the date of installation. 3. 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 at the BORROWER'S expense and returned to LENDER. 4. SALE OF WORK. If 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. 5. REMOVAL. All WORK must be removed at agreed upon time within 2 weeks of the termination of the exhibition in September 2019 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 the 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. 6. 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. 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 maintained outdoors in a non-secure environment for public display, 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. a) The parties agree that they shall coordinate periodic inspections and assessments of the condition of the WORK for the purpose of cleaning necessary to preserve the condition of the WORK, at LENDER's sole expense. b) If monitoring shows any problems or issues with the WORK beyond anticipated elemental exposure, such as vandalism or damages by third parties that compromise the integrity of the WORK for public safety purposes, the Parties will contact each other and meet to discuss repair needs. Any vandalism repairs shall be submitted for coverage to the BORROWER'S property insurance subject to any applicable deductible as Page 2 of 6 AUBURN T`� Mo� '"Yo"'"'aciNE° Outdoor Sculpture Gallery Artist Agreement referenced below in Sections 10 and 11, and then covered by LENDER. c) If repair of the WORK is necessary for faulty craftsmanship or materials —warranty repairs —during the term of this Agreement, maintenance and repair of the WORK will be provided by LENDER at LENDER'S sole expense. d) If the WORK is damaged by a non-warranty manner, 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 BORROWER's sole expense. If the damage is due to a warranty issue the expense shall be the sole burden of the LENDER. 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 property 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 not due to BORROWER'S negligence. 11. LOSS AND ASSUMPTION OF RISK. LENDER agrees and consents to assume the risk and hold BORROWER and their employees, volunteers and elected official's harmless from any loss or damage to the WORK during the term of the Loan Agreement for amounts not covered by BORROWER'S property insurance policy referenced in Section 10 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. 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. 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 Page 3 of 6 * , AUBURN \4,0 �'�,AG�N�° Outdoor Sculpture Gallery Artist Agreement 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. EXECUTION Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST: Page 4 of 6 AUBURN THAN YOU j GI Outdoor Sculpture Gallery Artist Agreement EXECUTION Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST: / By: f,-c, �, -�� Date: / l ' Print Name: Ken Turner CITY: City of Auburn f!c-770th_b,„\ZreNt, Date 71/7/rg Daryl Faber, Director of Parks, Arts and Recreation, City of Auburn Page 5 of 6 AUBURN MO.THANyou IMAGiNEO Outdoor Sculpture Gallery Artist Agreement Exhibit A LENDER's artwork titled Time Management 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 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 (\-6.1Lo6 AUBURN „,00THAN YOU IMAGINES' Outdoor Sculpture Gallery Artist Agreement 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 4,e(A ✓"o n (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 mac , ay L 4 1 hereinafter referred to as the"SITE")for the Outdoor Sculpture Gallery—Art on Main (hereinafter referred to as the "EXHIBITION"). 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: .40‘s0,1. ADDRESS: /5-8$— J;11.f, OaQ 9 7X0 PHONE: ..( 3 3.63- 8 6 ?-R l E-MAIL: jJ S'c ci 7' ieolc�v7 . cc, LOAN PERIOD: September 2018 —September 2019 ,tre TITLE OF WORK: A. 4 Aa r MEDIUM: !ter/.le-.l � L� out/ 1-7/00' DIMENSIONS: H: 7 W: ' D: 3 SELLING PRICE: $ 26i 0 c" TERMS 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 at an agreed upon date and time in September 2018 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. Page 1 of 6 AUBURN �O�[ttAN YOU► GIN0 Outdoor Sculpture Gallery Artist Agreement 2. INSTALLATION. The LENDER as a courtesy will assist with the installation under the direction of the artist and have available equipment and supplies arranged prior to the date of installation. 3. 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 at the BORROWER'S expense and returned to LENDER. 4. SALE OF WORK. If 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. 5. REMOVAL. All WORK must be removed at agreed upon time within 2 weeks of the termination of the exhibition in September 2019 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 the 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. 6. 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. 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 maintained outdoors in a non-secure environment for public display, 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. a) The parties agree that they shall coordinate periodic inspections and assessments of the condition of the WORK for the purpose of cleaning necessary to preserve the condition of the WORK, at LENDER's sole expense. b) If monitoring shows any problems or issues with the WORK beyond anticipated elemental exposure, such as vandalism or damages by third parties that Page 2 of 6 AUBURN �00TttnN You►titaG1 Outdoor Sculpture Gallery Artist Agreement compromise the integrity of the WORK for public safety purposes, the Parties will contact each other and meet to discuss repair needs. Any vandalism repairs shall be submitted for coverage to the BORROWER'S property insurance subject to any applicable deductible as referenced below in Sections 10 and 11, and then covered by LENDER. c) If repair of the WORK is necessary for faulty craftsmanship or materials— warranty repairs—during the term of this Agreement, maintenance and repair of the WORK will be provided by LENDER at LENDER'S sole expense. d) If the WORK is damaged by a non-warranty manner, 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 BORROWER's sole expense. If the damage is due to a warranty issue the expense shall be the sole burden of the LENDER. 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 property 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 not due to BORROWER'S negligence. 11. LOSS AND ASSUMPTION OF RISK. LENDER agrees and consents to assume the risk and hold BORROWER and their employees, volunteers and elected official's harmless from any loss or damage to the WORK during the term of the Loan Agreement for amounts not covered by BORROWER'S property insurance policy referenced in Section 10 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. 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 AUBURN ,,,.„,,,k,11-IAN YO"`"'^oI"a° Outdoor Sculpture 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 AUBURN tt,00Ti►nNYOU/AGI Outdoor Sculpture Gallery Artist Agreement EXECUTION Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST: By: moi. 70., Date: 1 — t• i /e Pint Name: s f1 ✓o LeSen CITY: City of Auburn B -' Date `7!$//'9 Daryl Faber, Director of Parks, Arts and Recreation, City of Auburn Page 5 of 6 AUBURN THAN YOUItitnGINEv Outdoor Sculpture Gallery Artist Agreement Exhibit A r LENDER's artwork titled Xise , y Xieber 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 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 A 'o\61 AUBURN tiowt-tHAN YOu imAGIstoOutdoor Sculpture Gallery Artist Agreement 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 Joel Heidel and Angelina Marino-Heidel (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 Corner of R Street & 29th by Game Farm Park Storage hereinafter referred to as the "SITE") for the Outdoor Sculpture Gallery—Art on Main (hereinafter referred to as the "EXHIBITION"). 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: Joel Heidel and Angelina Marino-Heidel ADDRESS: 7331 SW Barbur Blvd. Portland, OR 97219 PHONE: 503-381-8614 E-MAIL: Angelina@artspa.us LOAN PERIOD: September 2018 — September 2019 TITLE OF WORK: Journey Home MEDIUM: Steel, Powder-coat DIMENSIONS: H: W: D: SELLING PRICE: $18,000 TERMS 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 at an agreed upon date and time in September 2018 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. Page 1 of 7 AUBURN �oRETr�nNYouNAG l Outdoor Sculpture Gallery Artist Agreement 2. INSTALLATION. The LENDER as a courtesy will assist with the installation under the direction of the artist and have available equipment and supplies arranged prior to the date of installation. 3. 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 at the BORROWER'S expense and returned to LENDER. 4. SALE OF WORK. If 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. 5. REMOVAL. All WORK must be removed at agreed upon time within 2 weeks of the termination of the exhibition in September 2019 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 the 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. 6. 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. 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 maintained outdoors in a non-secure environment for public display, 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. a) The parties agree that they shall coordinate periodic inspections and assessments of the condition of the WORK for the purpose of cleaning necessary to preserve the condition of the WORK, at LENDER's sole expense. b) If monitoring shows any problems or issues with the WORK beyond anticipated elemental exposure, such as vandalism or damages by third parties that Page 2 of 7 AUBURN �O�ETHANYOU(MAGIN60 Outdoor Sculpture Gallery Artist Agreement compromise the integrity of the WORK for public safety purposes, the Parties will contact each other and meet to discuss repair needs. Any vandalism repairs shall be submitted for coverage to the BORROWER'S property insurance subject to any applicable deductible as referenced below in Sections 10 and 11, and then covered by LENDER. c) If repair of the WORK is necessary for faulty craftsmanship or materials — warranty repairs — during the term of this Agreement, maintenance and repair of the WORK will be provided by LENDER at LENDER'S sole expense. d) If the WORK is damaged by a non-warranty manner, 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 BORROWER's sole expense. If the damage is due to a warranty issue the expense shall be the sole burden of the LENDER. 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 property 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 not due to BORROWER'S negligence. 11. LOSS AND ASSUMPTION OF RISK. LENDER agrees and consents to assume the risk and hold BORROWER and their employees, volunteers and elected official's harmless from any loss or damage to the WORK during the term of the Loan Agreement for amounts not covered by BORROWER'S property insurance policy referenced in Section 10 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. 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 7 AUBURN �o0THANYouNAG Its0 Outdoor Sculpture 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. Notwithstanding 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 7 AUBURN °wt THAN YO"imAGusitvOutdoor Sculpture Gallery Artist Agreement EXECUTION Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. l' /� ARTI 6;kteieji,:)9/04,..14) —a � -e� By: All Ilk . S-t4 / 2 c Print Na �: /1py C//r4 r'(av,yu-Ile,del a,"I c de/ I 42 CITY: City of Auburn Date 97/ f(,c Daryl Faber, Director of Parks, Arts and Recreation, City of Auburn Page 5 of 6 AUBURN 00Wt11-1AN YO"`MAGINVO Outdoor Sculpture Gallery Artist Agreement Exhibit A LENDER's artwork titled Journey Home 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 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 7 ,„ AuBuRN ,Now YOU 4�AGINEo Outdoor Sculpture Gallery Artist Agreement Exhibit A: Bolted to concrete pad C s ti AUin wo. Page 7 of 7 /d-01q AUBURN too THAN YOu imRcistp Outdoor Sculpture Gallery Artist Agreement 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 .5-7rzif7/ f3 (hereinafter referred to as the "LENDER"). 3.4�tl- 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"). 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: 5-7---(/ / ADDRESS: r*) I3 6X /.`�' /�'�� L V�LL fr GU`s PHONE: 2 G 5— ,7\5-- E-MAIL: SE-MAIL: ���P/c,z9 it/ l,max/,4 (.ol71 LOAN PERIOD: September 2018 -September 2019 TITLE OF WORK: C 1 P - - z$ ' 6)_a: MEDIUM: z-V --ApAr- / / DIMENSIONS: H: W: D: / SELLING PRICE: $ TERMS 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 at an agreed upon date and time in September 2018 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. Page 1 of 6 AUBURN toys-MAN You imAGINEO Outdoor Sculpture Gallery Artist Agreement 2. INSTALLATION. The LENDER as a courtesy will assist with the installation under the direction of the artist and have available equipment and supplies arranged prior to the date of installation. 3. 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 at the BORROWER'S expense and returned to LENDER. 4. SALE OF WORK. If 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. 5. REMOVAL. All WORK must be removed at agreed upon time within 2 weeks of the termination of the exhibition in September 2019 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 the 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. 6. 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. 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 maintained outdoors in a non-secure environment for public display„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. a) The parties agree that they shall coordinate periodic inspections and assessments of the condition of the WORK for the purpose of cleaning necessary to preserve the condition of the WORK, at LENDER's sole expense. b) If monitoring shows any problems or issues with the WORK beyond anticipated elemental exposure, such as vandalism or damages by third parties that compromise the integrity of the WORK for public safety purposes, the Parties will Page 2 of 6 AUBURN �O THAN YOU iMAG1NEp Outdoor Sculpture Gallery Artist Agreement contact each other and meet to discuss repair needs. Any vandalism repairs shall be submitted for coverage to the BORROWER'S property insurance subject to any applicable deductible as referenced below in Sections 10 and 11, and then covered by LENDER. c) If repair of the WORK is,necessary for faulty craftsmanship or materials— warranty repairs— during the term of this Agreement, maintenance and repair of the WORK will be provided by LENDER at LENDER'S sole expense. d) If the WORK is damaged by a non-warranty manner, 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 BORROWER's sole expense. If the damage is due to a warranty issue the expense shall be the sole burden of the LENDER. 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 property 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 not due to BORROWER'S negligence. 11. LOSS AND ASSUMPTION OF RISK. LENDER agrees and consents to assume the risk and hold BORROWER and their employees, volunteers and elected official's harmless from any loss or damage to the WORK during the term of the Loan Agreement for amounts not covered by BORROWER'S property insurance policy referenced in Section 10 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. 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 AUBURN ,o,,,,_,HANYouIMAGirato Outdoor Sculpture 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 AUBURN YOB uucflto Outdoor Sculpture Gallery Artist Agreement EXECUTION Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST: By: Date: L 9/C/CS Print Name: Tl.&Z / 4 AZ-1e, CITY: City of Auburn Date 9(/9(F? Daryl Faber, Director of Parks, Arts and Recreation, City of Auburn Page 5 of 6 AUBURN °",T`��`YOU`AGI"EO Outdoor Sculpture Gallery Artist Agreement Exhibit A LENDER'S artwork titled G4--A-P74-7^-z-----/— _S g ',c,c 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 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 IIIII\ 3,11/6 Dici AUBURN M°�T`ANYo"'"'"G'NE° Outdoor Sculpture Gallery Artist Agreement 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 Kevin Pettelle (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, Site 2, A St SW and Main, (Across from Oddfellas) hereinafter referred to as the "SITE") for the Outdoor Sculpture Gallery —Art on Main (hereinafter referred to as the "EXHIBITION"). 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: Kevin Pettelle ADDRESS: 11202 Sultan Basin Road, Sultan WA. 98294 PHONE: Cell (425) 268-8904, Home (360) 793- 0783 E-MAIL: kpettelle(a skyvalley.net LOAN PERIOD: September 2018 —September 2019 TITLE OF WORK: Greeting MEDIUM: Bronze on Steel Base DIMENSIONS: H: 75" x W: 15" x D: 15" SELLING PRICE: $6,500.00 (plus sales tax of 6.5%= $422.50 or 10%= $650.00) TERMS 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 at an agreed upon date and time in September 2018 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. Page 1 of 6 AUBURN M°�T`AN Yo"`"^o,N�° Outdoor Sculpture Gallery Artist Agreement 2. INSTALLATION. The LENDER as a courtesy will assist with the installation under the direction of the artist and have available equipment and supplies arranged prior to the date of installation. 3. 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 at the BORROWER'S expense and returned to LENDER. 4. SALE OF WORK. If 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. 5. REMOVAL. All WORK must be removed at agreed upon time within 2 weeks of the termination of the exhibition in September 2019 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 the 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. 6. 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. 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 maintained outdoors in a non-secure environment for public display, 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. a) The parties agree that they shall coordinate periodic inspections and assessments of the condition of the WORK for the purpose of cleaning necessary to preserve the condition of the WORK, at LENDER's sole expense. b) If monitoring shows any problems or issues with the WORK beyond anticipated elemental exposure, such as vandalism or damages by third parties that compromise the integrity of the WORK for public safety purposes, the Parties will contact each other and meet to discuss repair needs. Any vandalism repairs shall be submitted for coverage to the BORROWER'S property insurance subject to any applicable deductible as Page 2 of 6 .1/2„ AUBURN M°�T`+�Yo"'"'"o'N�O Outdoor Sculpture Gallery Artist Agreement referenced below in Sections 10 and 11, and then covered by LENDER. c) If repair of the WORK is necessary for faulty craftsmanship or materials —warranty repairs —during the term of this Agreement, maintenance and repair of the WORK will be provided by LENDER at LENDER'S sole expense. d) If the WORK is damaged by a non-warranty manner, 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 BORROWER's sole expense. If the damage is due to a warranty issue the expense shall be the sole burden of the LENDER. 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 property 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 not due to BORROWER'S negligence. 11. LOSS AND ASSUMPTION OF RISK. LENDER agrees and consents to assume the risk and hold BORROWER and their employees, volunteers and elected official's harmless from any loss or damage to the WORK during the term of the Loan Agreement for amounts not covered by BORROWER'S property insurance policy referenced in Section 10 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. 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. 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 Page 3 of 6 AUBURN ThANYo(jsMA Outdoor Sculpture Gallery Artist Agreement 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. EXECUTION Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST: Page 4 of 6 AUBURN MGA THAN YOU 1MAGtNO Outdoor Sculpture Gallery Artist Agreement EXECUTION Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST: By: - ----date: 6/ 21/ 2018 Print Name: Kevin Pettelle CITY: City of Auburn BY Date 9//?/h' Daryl Faber, Director of Parks, Arts and Recreation, City of Auburn Page 5 of 6 AUBURN Mph THAN YOU iMAGINEO Outdoor Sculpture Gallery Artist Agreement Exhibit A LENDER's artwork titled Greeting 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 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 r 2>1L 9Dlq AUBURN Mow,ThANyou t,,,Acirn° Outdoor Sculpture Gallery Artist Agreement AGREEMENT This Agreement, entered into to be effective on the date the last party hereto executes this Agreementis.between the City of Auburn (hereinafter referred to as the RECITALS: LENDER has been selected to install the artwork described below (hereinafter described and referred to as the "WORK") in Downtown Auburn East Main and Auburn Ave. hereinafter referred to as the"SITE")for the Outdoor Sculpture LENDER shalt 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( 64.44(21) ADDRESS: PO Box 333, Conway, WA 98238 ?20 - ` Y/ ( .;;( E-MAIL:lin@mcjunkinglass.com LOCA ?c'!rT 3e14(fV1'. Zt' it 9 TITLE OF WORK: "Fossil ill" MEDIUM: Powder-coated steel. fused cluster glass DIMENSIONS: H: 80" W: 20" D: 14" SELLING PRICE: $4500 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 at an agreed upon date and time in September 2018 and will be coordinated AUBURN ° iyou'"'A°'NV° Outdoor Sculpture Gallery Artist Agreement 2. INSTALLATION. The LENDER as a courtesy will assist with the installation under the direction of the artist and have available equipment and supplies arranged prior to the date of installation. 3. 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 at the BORROWER'S expense and returned to LENDER. 4. SALE OF WORK. If 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. 5. REMOVAL. All WORK must be removed at agreed upon time within 2 weeks of the termination of the exhibition in September 2019 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 the 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. 6. 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. 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 maintained outdoors in a non-secure environment for public display, 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. a) The parties agree that they shall coordinate periodic inspections and assessments of the condition of the WORK for the purpose of cleaning necessary to preserve the condition of the WORK, at LENDER's sole expense. b) If monitoring shows any problems or issues with the WORK beyond anticipated elemental exposure, such as vandalism or damages by third parties that compromise the integrity of the WORK for public safety purposes, the Parties will contact each other and meet to discuss repair needs. Any vandalism repairs shall be submitted for coverage to the BORROWER'S property insurance subject to any applicable deductible as Page 2 of 6 AUBURN M°�T"ANYo"'"^o'N�° Outdoor Sculpture Gallery Artist Agreement referenced below in Sections 10 and 11, and then covered by LENDER. c) If repair of the WORK is necessary for faulty craftsmanship or materials —warranty repairs —during the term of this Agreement, maintenance and repair of the WORK will be provided by LENDER at LENDER'S sole expense. d) If the WORK is damaged by a non-warranty manner, 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 BORROWER's sole expense. If the damage is due to a warranty issue the expense shall be the sole burden of the LENDER. 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 property 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 not due to BORROWER'S negligence. 11. LOSS AND ASSUMPTION OF RISK. LENDER agrees and consents to assume the risk and hold BORROWER and their employees, volunteers and elected official's harmless from any loss or damage to the WORK during the term of the Loan Agreement for amounts not covered by BORROWER'S property insurance policy referenced in Section 10 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. 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. 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 Page 3 of 6 AUBURN °1 '-IRAN Yo"/MAGI N�° Outdoor Sculpture Gallery Artist Agreement 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. EXECUTION Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST: Page 4 of 6 AUBURN �D�ETHAN You NAG� p Outdoor Sculpture Gallery Artist Agreement specify. If the LENDER fails to notify BORROWER of his/her current address, notice • provided below. Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST; Oate:66-2'5-18 Print Name: McJunkin By: Date: 06-25-18 Print Name. ilo White City of Auburn - By: Date 7//� / 9 rte' t.Arec:'i t cf.., -0th*,pia tJdin.*rtc4.4`cMtitA I, k.ty Lit r%uUuit t Oi.tV1I Fet -rte 0 3, � .�� 9-u l41 AUBURN 4.00.1 1 NAS 100/MAGI MO' Outdoor Sculpture Gallery Artist Agreement 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_dgerZezia_,V.C.AlahLElehereinafter 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 7Z1 e2AifeElhereinafter referred to as the"SITE")for the Outdoor Sculpture Gallery—A?t on Main(hereinafter referred to as the"EXHIBITION"). 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: f74>!J"A ADDRESS: 310020 21'7w/Ate. 5-0.64). /Eo wily 604 4714:2,3 PHONE: ?cam ^3.3 ! 73 7 • Se E-MAIL: ZISZrZ .Z2 ,�.0 (":Cj►/��i !G .CO" / LOAN PERIOD:$,gptember 2018—September 2019 TITLE OF MEDIUM: Ze.)A7-40F.410 "L 'f 14455 DIMENSIONS: H: W: 3 J D: 3 SELLING PRICE: $ g500 TERMS 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 at an agreed upon date and time in September 2018 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 and have available equipment and supplies arranged prior to the date of installation. „. . AUBURN,, YOU!Ma;l V Outdoor Sculpture Gallery Artist Agreement 2. INSTALLATION. The LENDER as a courtesy will assist with the installation under the direction of the artist and have available equipment and supplies arranged prior to the date of installation. 3. 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 at the BORROWER'S expense and returned to LENDER. 4. SALE OF WORK. If 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. 5. REMOVAL. All WORK must be removed at agreed upon time within 2 weeks of the termination of the exhibition in September 2019 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 the 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. 6. 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. 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 maintained outdoors in a non-secure environment for public display, 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. a) The parties agree that they shall coordinate periodic inspections and assessments of the condition of the WORK for the purpose of cleaning necessary to preserve the condition of the WORK, at LENDER's sole expense. b) If monitoring shows any problems or issues with the WORK beyond anticipated elemental exposure, such as vandalism or damages by third parties that Page2of6 w AUBURN O,TNANYo0!MAGIN, Outdoor Sculpture Gallery Artist Agreement compromise the integrity of the WORK for public safety purposes, the Parties will contact each other and meet to discuss repair needs. Any vandalism repairs shall be submitted for coverage to the BORROWER'S property insurance subject to any applicable deductible as referenced below in Sections 10 and 11, and then covered by LENDER. c) If repair of the WORK is necessary for faulty craftsmanship or materials — warranty repairs —during the term of this Agreement, maintenance and repair of the WORK will be provided by LENDER at LENDER'S sole expense. d) If the WORK is damaged by a non-warranty manner, 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 BORROWER's sole expense. If the damage is due to a warranty issue the expense shall be the sole burden of the LENDER. 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 property 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 not due to BORROWER'S negligence. 11. LOSS AND ASSUMPTION OF RISK. LENDER agrees and consents to assume the risk and hold BORROWER and their employees, volunteers and elected official's harmless from any loss or damage to the WORK during the term of the Loan Agreement for amounts not covered by BORROWER'S property insurance policy referenced in Section 10 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. 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 AUBURN SOV. THAN YOU IMAGIso Outdoor Sculpture 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 i shall be deemed sufficient if BORROWER mails notice to the address of LENDER provided below. EXECUTION Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTI nn BY• .�i.. . ' _ Date: • o'- la Print Name: "211JTA Ye/la sttic CITY: City of Auburn BY Date 7//�l Daryl Faber, Director of Parks,Arts and Recreation, City of Auburn Exhibit A LENDER'S artwork titled -7--N6. 1Dir9,fiegirs 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 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 1 of 6 11&. A3,1(p; ul°1 AUBURN ' �O�,THANYOUTAggGINEO Outdoor Sculpture Gallery Artist Agreement 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 �oalyev $ 1,'c e'// (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 5v/ /wc GG//er'- hereinafter referred to as the "SITE") for the Outdoor Sculpture Vallery—Art on Main (hereinafter referred to as the "EXHIBITION"). 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: gadrv- -Se? ADDRESS: /7 8 Z9- 2-8 h AvE. /Vs PHONE: 2c' 4575 66,4.1 E-MAIL: PM• 1 1 711 Pc //49l) ?a.l Cdn1 LOAN PERIOD: September 2018 — September 2019 TITLE OF WORK: E MEDIUM: GA-c_ JA u�i z f s7E- DIMENSIONS: H: 7y W: /7 D:/7 SELLING PRICE: $ Id/ ODD 2a TERMS 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 at an agreed upon date and time in September 2018 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. Page 1 of 6 * AUBURN ,O%THAN YOU IMAGINED Outdoor Sculpture Gallery Artist Agreement 2. INSTALLATION. The LENDER as a courtesy will assist with the installation under the direction of the artist and have available equipment and supplies arranged prior to the date of installation. 3. 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 at the BORROWER'S expense and returned to LENDER. 4. SALE OF WORK. If 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. 5. REMOVAL. All WORK must be removed at agreed upon time within 2 weeks of the termination of the exhibition in September 2019 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 the 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. 6. 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. 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 maintained outdoors in a non-secure environment for public display, 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. a) The parties agree that they shall coordinate periodic inspections and assessments of the condition of the WORK for the purpose of cleaning necessary to preserve the condition of the WORK, at LENDER's sole expense. b) If monitoring shows any problems or issues with the WORK beyond anticipated elemental exposure, such as vandalism or damages by third parties that Page 2 of 6 AUBURN tlso THAN YOU imAGINEO Outdoor Sculpture Gallery Artist Agreement compromise the integrity of the WORK for public safety purposes, the Parties will contact each other and meet to discuss repair needs. Any vandalism repairs shall be submitted for coverage to the BORROWER'S property insurance subject to any applicable deductible as referenced below in Sections 10 and 11, and then covered by LENDER. c) If repair of the WORK is necessary for faulty craftsmanship or materials— warranty repairs—during the term of this Agreement, maintenance and repair of the WORK will be provided by LENDER at LENDER'S sole expense. d) If the WORK is damaged by a non-warranty manner, 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 BORROWER's sole expense. If the damage is due to a warranty issue the expense shall be the sole burden of the LENDER. 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 property 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 not due to BORROWER'S negligence. 11. LOSS AND ASSUMPTION OF RISK. LENDER agrees and consents to assume the risk and hold BORROWER and their employees, volunteers and elected official's harmless from any loss or damage to the WORK during the term of the Loan Agreement for amounts not covered by BORROWER'S property insurance policy referenced in Section 10 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. 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 AUBURN • �00THANYOU( cINEO Outdoor Sculpture 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 AUBURN Lost THAN YOU/MAGINt9 Outdoor Sculpture Gallery Artist Agreement EXECUTION Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST By: .4 4 Date: Oa /g Print Name: le-4e"e-✓ .S v:Cf . CITY: City of Auburn By: 4::: ZterA..f �- Date V/9// Daryl Faber, Director of Parks, Arts and Recreation, City of Auburn Page 5 of 6 AU&JRN X00 THAN YOUAGIN IMED Outdoor Sculpture Gallery Artist Agreement Exhibit A LENDER's artwork titled qq 7''17 V has been selected by a jurying process for display as pai4.6f 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 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 Mo. A x.(0.5 + ') V 6 AUBURN _THAN YOU IMAGINED Outdoor Sculpture Gallery Artist Agreement AGREEMENT This Agreement, entered into to be effective on the date the last party hereto executes this Agreement is between the City of A burn (hereinafter referred to as the "BORROWER"); and -J�r\A{rc, er L S (hereinafter referred to as the "LENDER"). RECITALS: LENDER has been selected to install the artwork described below (h9reinafter,described and referred to as the "WORK") in Downtown Auburn lamtin rn {-kt 1A,(r.V hereinafter referred to as the "SITE") for the Outdoor Sculpture Gallery—Art on Main (hereinafter referred to as the "EXHIBITION"). 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: 13aildr4 4.,11 c j <, ADDRESS: V.1-f �6 �,Gr'v✓3e.JJJ4a4,,, 6U I GiI C. v J („K,,,,c '`' ` .,« PHONE: X 5 3- '3�7__. / . E-MAIL: ' ,1d1 A-YeU/-10 c 2@ q o I . (0 m. LOAN PERIOD: September 2018 —September 2019 TITLE OF WORK: ,1-0U,y,.a,., , ,-yy ,.,, MEDIUM: /3i,( !J - DIMENSIONS: H: -,:iVK W:). / D: �L/' SELLING PRICE: $ //�SOb ` TERMS 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 at an agreed upon date and time in September 2018 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. Page 1 of 6 AUBURN Q�THAN You IMAC1Nt9 Outdoor Sculpture Gallery Artist Agreement 2. INSTALLATION. The LENDER as a courtesy will assist with the installation under the direction of the artist and have available equipment and supplies arranged prior to the date of installation. 3. 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 at the BORROWER'S expense and returned to LENDER. 4. SALE OF WORK. If 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. 5. REMOVAL. All WORK must be removed at agreed upon time within 2 weeks of the termination of the exhibition in September 2019 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 the 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. 6. 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. 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 maintained outdoors in a non-secure environment for public display, 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. a) The parties agree that they shall coordinate periodic inspections and assessments of the condition of the WORK for the purpose of cleaning necessary to preserve the condition of the WORK, at LENDER's sole expense. b) If monitoring shows any problems or issues with the WORK beyond anticipated elemental exposure, such as vandalism or damages by third parties that Page 2 of 6 AUBURN MQTHAN YOU IMAGINtiO Outdoor Sculpture Gallery Artist Agreement compromise the integrity of the WORK for public safety purposes, the Parties will contact each other and meet to discuss repair needs. Any vandalism repairs shall be submitted for coverage to the BORROWER'S property insurance subject to any applicable deductible as referenced below in Sections 10 and 11, and then covered by LENDER. c) If repair of the WORK is necessary for faulty craftsmanship or materials — warranty repairs —during the term of this Agreement, maintenance and repair of the WORK will be provided by LENDER at LENDER'S sole expense. d) If the WORK is damaged by a non-warranty manner, 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 BORROWER's sole expense. If the damage is due to a warranty issue the expense shall be the sole burden of the LENDER. 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 property 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 not due to BORROWER'S negligence. 11. LOSS AND ASSUMPTION OF RISK. LENDER agrees and consents to assume the risk and hold BORROWER and their employees, volunteers and elected official's harmless from any loss or damage to the WORK during the term of the Loan Agreement for amounts not covered by BORROWER'S property insurance policy referenced in Section 10 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. 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 %r; 4 .. AUBURN RgCHANYOU' AG�NEp0 Outdoor Sculpture 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 AUBURN -cTHAN YOU IMAGII,O Outdoor Sculpture Gallery Artist Agreement EXECUTION Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST: BY �i `fir Date: /.2 3/a Print Name: 4?1 CITY: City of Auburn ByDate V/4/i> Daryl Faber, Director of Parks, Arts and Recreation, City of Auburn Page 5 of 6 AUBURN 00 THAN you iniAGINO Outdoor Sculpture Gallery Artist Agreement Exhibit A LENDER's artwork titled ✓ (..) - , 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 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 IIII\ A ,C1v� 2.01°1 AUBURN „sooi.AN YOU/AgAC,,NEO Outdoor Sculpture Gallery Artist Agreement 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 )'ax ob 1J OJi ytq,Cy- (hereinafter referred to as the "LENDER"). �J 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"). 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: 'a(ob IQ DV 1 r7Q�Y ADDRESS: 0 rCJD 92-1 " boa9 lh , 7b Y3330 PHONE: �.o V' 9(a1• a'9'/3 • E-MAIL: J v VI DV f Yt GYM � 11/1 Li 1 • CO WI LOAN PERIOD: September 2018 —September 2019 TITLE OF WORK: /�/ le IOC WI , /&v-e • MEDIUM: rn-t,�-dt—ou_m Cf 010J?'C-/- 3CLc.f pkty DIMENSIONS: H:5-.2 W: " D:3,21 SELLING PRICE: $ Le, roe' TERMS 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 at an agreed upon date and time in September 2018 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. Page 1 of 6 • • r, • •, • •., .. }, • • . y .• •1 • 1 R • i • •S , w i . • r • t' • • ' ' • 9 •{ A • •d • • •f • AUBURN 00.ETNANYOU►NAGINEo Outdoor Sculpture Gallery Artist Agreement 2. INSTALLATION. The LENDER as a courtesy will assist with the installation under the direction of the artist and have available equipment and supplies arranged prior to the date of installation. 3. 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 at the BORROWER'S expense and returned to LENDER. 4. SALE OF WORK. If 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. 5. REMOVAL. All WORK must be removed at agreed upon time within 2 weeks of the termination of the exhibition in September 2019 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 the 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. 6. 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. 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, an 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 maintained outdoors in a non-secure environment for public display, 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. a) The parties agree that they shall coordinate periodic inspections and assessments of the condition of the WORK for the purpose of cleaning necessary to preserve the condition of the WORK, at LENDER's sole expense. b) If monitoring shows any problems or issues with the WORK beyond anticipated elemental exposure, such as vandalism or damages by third parties that compromise the integrity of the WORK for public safety purposes, the Parties will Page2of6 AUBURN 0.001.AN You imAGINo Outdoor Sculpture Gallery Artist Agreement contact each other and meet to discuss repair needs. Any vandalism repairs shall be submitted for coverage to the BORROWER'S property insurance subject to any applicable deductible as referenced below in Sections 10 and 11, and then covered by LENDER. c) If repair of the WORK is necessary for faulty craftsmanship or materials— warranty repairs—during the term of this Agreement, maintenance and repair of the WORK will be provided by LENDER at LENDER'S sole expense. d) If the WORK is damaged by a non-warranty manner, 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 BORROWER's sole expense. If the damage is due to a warranty issue the expense shall be the sole burden of the LENDER. 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 property 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 not due to BORROWER'S negligence. 11. LOSS AND ASSUMPTION OF RISK. LENDER agrees and consents to assume the risk and hold BORROWER and their employees, volunteers and elected official's harmless from any loss or damage to the WORK during the term of the Loan Agreement for amounts not covered by BORROWER'S property insurance policy referenced in Section 10 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. 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 AUBURN t,0RETHAN YOU'MAO INE9 Outdoor Sculpture 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. Page4of6 ti ti AUBURN t,,00.THAN YOU IMAGINEO Outdoor Sculpture Gallery Artist Agreement EXECUTION Each of the following parties agrees to all of the above terms and conditions of this Loan Agreement. ARTIST: By: Date: 0 L 27- 1 " Print Name:72V Aha llvV i Yi ry- CITY: City of Auburn B . Date 0/, 7// Daryl Faber, Director of Parks, Arts and Recreation, City of Auburn Page 5 of 6 'tx. • .w t • ^ •� AUBURN SORE THAN YOU IAMAGINES' Outdoor Sculpture Gallery Artist Agreement Exhibit A 1 r joo»z #4,rt,LENDNDER'S artwork titledhas 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. Page 6 of 6 N*141444444\ ' • l• • • t..!, • •'••