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HomeMy WebLinkAbout2025-392-E-Aging Dept-Artwork loan display agreement-Artwork loan display agreement Docusign Envelope ID:4E123FB4-8F86-4666-8994-3D11DA418116 NORTH CAROLINA Artwork Loan and Display Agreement ORANGE COUNTY This Agreement, made and entered into this the 21 st day of June, 2025, by and between Orange County, a political subdivision of the State of North Carolina, 200 South Cameron Street, Hillsborough, North Carolina 27278 ("County") and Randy B. Young ("Lender"), whose address is 104 Korinna Place, Chapel Hill, NC 27516, for the purpose of providing the terms and conditions governing the lending and displaying the Lender's Artwork in Seymour Center. 1. Loan/Display. Lender hereby loans to the County for display purposes those pieces of artwork identified in the inventory sheet(s) which is hereby identified as Exhibit A, and made a part of this Agreement (which shall collectively be referred to as "Artwork"). If there is more than one piece of Artwork subject to this Agreement, the information for each piece of Artwork must be provided in Exhibit A. The County shall have no obligation or liability for any piece of Artwork including those identified in Exhibit A. 2. Term of Loan/Display. The County and Lender agree that the term of this Loan/Display agreement shall begin on 06/30/2025 and shall end on 08/18/2025, which shall be considered the termination date. 3. Delivery and Return of Artwork. a. Delivery. The Lender shall be solely responsible for delivery of all Artwork, including the cost of transportation and packing. The Artwork shall be sent to the County ready for display. The Lender shall provide any special instruction to the County for the display of the Artwork. The County reserves the right to display the Artwork in a place of its choosing. b. Return. At least 15 calendar days prior to the end of the Exhibit and termination of this Agreement, the Lender shall provide to the County the arrangements for the return of the Artwork to the Lender at the Lender's expense, including insurance. The Lender is responsible for packing and transporting the Artwork at Lender's expense. Following the above termination date, Artist shall have seven days to pick up the Artwork. Unless arrangements are made and agreed upon in writing, any Artwork not picked up within thirty days of termination of this Agreement shall become the sole property of the County. 4. Promotion. The County may, but is not required to, promote the exhibition of the Artwork loaned to it pursuant to the terms of this Agreement by advertising, signage, or other means. It is understood that the Lender authorizes the County to photograph and reproduce in any media the artwork for educational and publicity purposes. Unless otherwise instructed in Docusign Envelope ID:4E123FB4-8F86-4666-8994-3D11DA418116 writing, the County will grant credit to the Lender as specified in this Agreement in any labels or publications. 5. Photographs. Unless the County is notified in writing to the contrary, it is understood that the Artwork lent may be photographed by the general public. 6. Sale of Artwork. The County is not in the business of selling Artwork and will not take any action to facilitate the sale of any Artwork. If the Artwork is for sale, the County will display the price of the Artwork along with the contact information of the Lender. 7. Lender Warranty. Lender warrants that it has all right, title, and ownership interest in the Artwork, and that the Artwork is not subject to any ownership, lien, license, encumbrance, copyright infringement or other claim by any other person or entity. Lender agrees that it shall not take any action to limit or affect this warranty during the term of this Agreement unless it obtains the advance written agreement of County. 8. Possession. Any Artwork loaned to the County for exhibition shall remain in its possession for the time specified in this Agreement, but may be withdrawn from the Exhibit at any time by the County. If the legal ownership of the Artwork changes while it is being held by the County, the new owner, prior to its return, will be required to establish his or her legal right to the Artwork in a manner satisfactory to the County. It is incumbent upon the Lender to notify the County of any changes in ownership. 9. Insurance. The Lender is displaying the Artwork AT ITS OWN RISK, and is encouraged to provide such insurance coverage on the Artwork as deemed reasonable and necessary. County shall not be responsible or liable for any loss, damage to, or theft of any Artwork. 10. Hold Harmless. The Lender agrees to defend, indemnify, and hold harmless the County and its representatives from and against any and all claims, demands, causes of action, damages, liability, judgments, loss, or costs and expenses including attorney's fees and expenses of litigation, which may be suffered or incurred by them, or which may be claimed or alleged against them by any person or entity whatsoever arising out of, based upon, or related in any way to the Artwork and/or the performance of this Agreement. 11. Modifications and Assignment. Any modifications or amendments of this agreement shall be in writing signed by both parties. This Agreement may not be assigned by either party without the express written consent of the other party in advance. 12. Entire Agreement. This Agreement and any attachments herein, constitute the entire understanding between the parties with respect to the subject matter Docusign Envelope ID:4E123FB4-8F86-4666-8994-3D11DA418116 and may be amended from time to time only upon mutual agreement of the Parties. 13. Termination. Either party may terminate this Agreement with 10 days written notice to the other Party. 14. Notice. Any notice to the parties shall be sent by registered or certified mail, return receipt requested or by overnight mail service, with proof of delivery addressed as follows: For Orange County: For Lender: Department on Aging 104 Korinna Place Post Office Box 8181 Chapel Hill,NC 27516 Hillsborough,North Carolina 27278 15. Governing Law. This Agreement shall be governed by and construed under the laws of the State of North Carolina. The venue for any litigation will be in the General Court of Justice seated in Orange County,North Carolina. Lender has read and understands this Artwork Loan and Display Agreement and its terms and conditions. Lender certifies that Lender is the owner or the agent of the owner authorized to enter into this Agreement. Lender understands that by signing this Agreement, Lender agrees to be bound by all the provisions herein set forth. 7Fn �;N�b,ON BEHALF OF ORANGE COUNTY fira,MS A-�"A4, 6/30/2025 saa=v;��sa�aEa . Travis Myren Date Orange County Manager FOR LENDER: Randy B. Young June 24, 2025 Date Randy B. Young Printed name Docusign Envelope ID:4E123FB4-8F86-4666-8994-3D11DA418116 ORANGE COUNTY—DEPARTMENT USE ONLY Department Party/Vendor Name: Party/Vendor Contact Person: Contact Phone: Party/Vendor Address: City State: Zip: Department: Amount: Purpose: Budget Code(s): Vendor# (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No❑ Contract Type: (Check one)New ❑ Renewal ❑ Amendment ❑ Effective Date Approved by Board Yes❑Non Agenda Date: This agreement is approved as to tech n' if adA)content: Department Director's Signature ��t& -��,r Date: 6/26/2025 Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency )ce standards,specifications,and requirements: Office of the Risk Management Officer 8 fi-"D- Date: 6/27/2025 €A94-89-B3GBG4E- Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to leg .JJac6sufficiency: Office of the County Attorney r��,,a'Tk& V WhJAA Date: 6/30/202 5 Clerk to the Board Received for record retention: All Docusign contracts must be copied to Donna Lloyd upon completion @ Dolloyd(a orangecoun.nc. og_v The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: