1.  Parties.  This agreement is entered into by and between the City of Puyallup (City), a municipal corporation in the State of Washington, and Arts Downtown (ADT), a corporation registered in the State of Washington, and _________________________________ (Artist).

            2.  Artwork.  The artwork that is the subject of this agreement is named or identified as __________________________ (Artwork), and is depicted in Exhibit A.  The sale price of the Artwork, as established by the Artist, is $___________.

            Whereas, the Artist desires that the public view and appreciate the Artwork; whereas, the Artist also desires that the Artwork gain exposure through public display, and that such exposure may lead to a sale of the Artwork; whereas the City desires to enhance the quality of life in the Puyallup community through the public display of art; whereas the City has public or other facilities that can accommodate public display of the Artwork; and whereas ADT administers an artwork display program called Arts Downtown; Now, therefore, in consideration of the mutual promises identified herein, the parties agree as follows:

            3.  Lease and Consideration (Non-Monetary).  The Artist hereby leases the Artwork to the City and the City hereby leases the Artwork from the Artist.  Pursuant to this lease, the Artist authorizes the City to publicly display the Artwork so as to enhance the quality of life in the Puyallup community, and the City shall display the Artwork at its public or other facilities during the Exhibition Period so that the public can view and appreciate the Artwork, and so that the Artwork can gain exposure.  The Exhibition Period shall be from April 27, 2025 to April 25, 2027.

            4.  Artist Stipend.  ADT, in its sole discretion, may provide the Artist with a one-time stipend, the amount of which shall not exceed $2,000.00 unless a different amount is authorized by ADT.  ADT may also provide an additional amount to the artist that wins the People’s Choice Award.

            5.  Term and Termination.  This agreement shall be effective when all parties have signed this agreement, and shall terminate after Exhibition Period expires and removal and transportation of the Artwork has occurred. A party may terminate this agreement if either of the other parties breaches this agreement and then fails to cure the breach after the party that seeks termination provides written notice of the breach and allows a reasonable opportunity to cure, if such breach is curable.

            6.  Exhibition Site.  Subject to final approval of the City, ADT may determine or provide recommendations concerning the Exhibition Site of the Artwork to the City.

            7.  Transportation, Installation and Removal.  The Artist shall transport, or make arrangements to transport, the Artwork to (and from) the Exhibition Site.  After consultation with the Artist, ADT shall install, or make arrangements to install, the Artwork at the Exhibition Site.  (The Artist acknowledges that the installation process may require minor modifications to the Artwork and waives any claim for damage as a result of such necessary modification.)  At the time that the Artwork is to be removed from the Exhibition site, ADT shall remove, or make arrangements to remove, the Artwork from the Exhibition site.  Before or upon removal, ADT shall notify the Artist in writing that the Artwork will be or has been removed and in such notice inform the Artist that the Artist must transport, or make arrangements to transport, the Artwork from the Exhibition Site.  After notice of removal has been issued to the Artist, the Artist assumes all risk of loss associated with the Artwork, and expressly agrees to indemnify and hold harmless the City and ADT from and against any and all claims, injuries, damages, losses or suits including attorney fees, associated with the Artwork, except for injuries and damages caused by the sole negligence of the City or ADT.

            If the Artist fails, without good cause, to transport, or make arrangements to transport, the Artwork from the Exhibition Site within 30 days after notice of removal, or if the Artist fails, without good cause, to contact ADT about the Artwork within 30 days after notice of removal, then ADT may determine that the Artwork has been abandoned and declare that the Artwork has been forfeited to ADT.  ADT shall provide written notice of its determination and declaration to the Artist.  Thereafter, absent an objection from the Artist, ADT may take possession of the Artwork, and if it so chooses, dispose of the Artwork in a commercially reasonable manner.  If the Artwork is sold by ADT, ADT may use the proceeds for the Arts Downtown program.  (If the requirements or conditions of this section are fully satisfied, then the Artist expressly relinquishes any and all right to the Artwork.)

            8.  Sale of Artwork.  ADT is entitled, but not obligated, to sell the Artwork on behalf of the Artist.  If ADT brokers a sale of the Artwork, the Artist shall pay a commission to ADT in the amount of 10% of the sale price.  If the Artwork is purchased during the Exhibition Period, it shall remain on exhibit until the end of the Exhibition Period.

            During the Exhibition Period, the Artist grants to the City a preemptive option (right of first refusal) to purchase the Artwork on the same terms and conditions as a bona fide offer received by the Artist from a third party—if the Artist is willing to accept the offer from the third party; or on the same terms and conditions as the Artist’s counteroffer or the Artist’s offer of sale to a prospective purchaser.

a.       Notice of Offer.  Upon receipt of a bona fide offer to purchase the Artwork from a third party, the Artist shall notify the City by providing a copy of the offer to the City.  In addition, with respect to the Artist’s counteroffers or the Artist’s offers of sale, the Artist shall notify the City by providing a copy of the Artist’s counteroffers or the Artist’s offers of sale to the City.

b.      Exercise Deadline.  The City shall exercise its preemptive option within the lesser of fourteen (14) days after receiving a copy of the third party offer, the Artist’s counteroffer or the Artist’s offer of sale, or one day prior to the expiration of the third party offer, the Artist’s counteroffer or the Artist’s offer of sale.

c.       Written Notice.  The City shall exercise its preemptive option by providing written notice to the Artist.

            9.  Ownership and Right to Display Artwork.  Except as provided herein, the Artist warrants that he or she has unencumbered title and ownership of the Artwork, solely controls the use and display of the Artwork, and has the legal right to create the Artwork.  The Artist further warrants that no other person, agency, or entity has the authority to control, prohibit, or limit the right of the Artist to display the Artwork.

            10.  Copyright.  The Artist grants to the City and ADT a nonexclusive license to use, display, modify, reproduce or transmit images or depictions of the Artwork for reasonable purposes such as collection guides, educational materials, marketing materials, etc. The City and ADT shall attribute creation of the Artwork to the Artist, and shall not use any reproduction or image of the Artwork for the purpose of creating merchandise or any product for sale.

            11.  Outdoor Display.  The Artist acknowledges that the Artwork will likely be displayed outdoors during the Exhibition Period without any protection from environmental elements.  The Artist also acknowledges that the Artwork may be displayed at an unsecured site wherein the Artwork may be touched or otherwise examined.  Accordingly, the Artist acknowledges and warrants that the Artwork will be durable and able to maintain its quality in all weather conditions.  If at any time the Artwork is deemed by the City or ADT as unsuitable for display, the City or ADT may remove the Artwork and provide notice to the Artist in accordance with the provisions of this agreement.

            12.  Insurance.  As leased property of the City, the City shall include the Artwork within the insurance coverages of the City.  For insurance purposes, the value of the Artwork will be determined by the City’s insurance pool.  In the event of a total loss and payment of insurance proceeds to the Artist, the City shall acquire all right, title and interest in and to the Artwork, including, but not limited to, the right to salvage or reuse the Artwork.

            13.  Limitation of Liability.  Liability, which may arise and may be attributable to the City and ADT, is limited entirely to the scope of the City’s insurance coverages and limits of such coverages.

            14.  Indemnification.  The Artist shall defend, indemnify and hold the City and ADT, their officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Artist in performance of this agreement, except for injuries and damages caused by the sole negligence of the City or ADT.

            15.  Waiver.  Failure to insist upon strict compliance with any terms, covenants or conditions of this contract shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach.

            16.  Applicable Law; Venue.  The venue for any legal action arising from this contract shall be Pierce County, Washington, and that this contract shall be governed, construed, and interpreted according to the laws of the State of Washington.

            17.  Compliance with Laws and Regulations.  Artist shall comply with all applicable laws, rules, regulations, and orders from any and all authorities having jurisdiction.

            18.  Discrimination Prohibited.  In all Artist services, programs or activities, and all hiring and employment made possible, directly, indirectly, by or resulting from this contract, Artist shall not discriminate against any protected class or on any basis prohibited by federal or state law, including, but not limited to, sex, race, color, creed, religion, national origin, disability, use of a guide dog or service animal by a person with a disability, HIV/AIDS or hepatitis C status, sexual orientation, gender identity, or honorably discharged veteran and military status.

            19.  Assignment and Subcontract.  Artist shall not assign or subcontract any portion of the Service contemplated by this contract without the written consent of the City.

            20.  Time.  Time is of the essence for the performance of every term of this contract.

            21.  Notices.  Any notices given by the any of the parties shall be in writing and delivered to the other parties at the following addresses:

            22.  Entire Contract; Possible Amendments.  This contract contains the entire agreement between the parties and no other agreements, oral or otherwise, regarding the subject matter of this contract, shall be deemed to exist or bind any of the parties.  Either party may request changes in the contract.  Proposed changes mutually agreed upon will be incorporated by written amendments to this contract.