Applewood Farm Studios LLC 1/11/2024 (2)

General Provisions - 1 ATTACHMENT PROFESSIONAL SERVICES AGREEMENT (GENERAL PROVISIONS ---SCULPTURE LOAN AGREEMENT) 1. General. Lender agrees to loan to the City for public display the three-dimensional tangible work of art described in the Basic Provisions (hereinafter referred to as “Work”). 2. Term. This term of this Agreement is as stated in the Basic Provisions, if not terminated sooner. 3. Honorarium. The City shall pay Lender as set forth in the Basic Provisions. 4. Display Location. The City intends to display the Work at the Display Location stated in the Basic Provisions. The City may relocate the Work at the City’s cost during the term of the Agreement. 5. Installation/Removal. Installation and removal of the Work shall be performed in the manner and at the cost of the Lender, described in the Basic Provisions. 6. Representations and Warranties. Lender represents and warrants: (A) that Lender is the sole owner of the Work; (B) that Lender has the legal right to lend the Work to the City as provided by this Agreement; and (C) that the Work is an original Work and does not infringe on another’s intellectual property rights, such as copyright. 7. Reproduction Rights. Lender authorizes and licenses the City to reproduce and publish the image of the Work in any medium for the purpose of publicizing the Work, the City, City programs, or Lender. 8. Standard of Care. Subject Section 15 below, the City shall care for the Work as it would any other City property at a similar location. The City assumes no additional responsibility or liability regarding the Work unless expressly stated in this Agreement. 9. Termination. The City may terminate this Agreement at any time with or without cause upon thirty days' prior written notice to the Lender. The Lender may terminate this Agreement with or without cause upon thirty days' prior written notice to the City, so long as the termination does not take effect sooner than six months after the beginning of the term of this Agreement. If a party desires to terminate this Agreement with cause, the terminating party must notify the other party of the reasons for proposed termination and allow the other party a reasonable opportunity to cure. 10. Change of Ownership or Address. Lender must notify the City promptly in writing of any change of address or change of ownership (whether by reason of death, sale, insolvency, dissolution of marriage, gift or otherwise) of the Work. If the City is unable to contact the Lender regarding the Work, the Lender may lose his rights in the loaned property. The City may require an owner subsequent in title to the Lender to establish the legal right to receive the Work by proof satisfactory to the City. This Agreement shall be binding upon the heirs, executors, administrators, personal representatives, successors and purchasers. 11. Attribution. Credit or attribution of the Work shall be as described in the Basic Provisions. 12. Emergency Conservation of the Work without Lender’s Permission. The City may apply emergency conservation measures without the Lender's permission if (i) the Lender can no longer be reached at the address set forth above (or such other address as the Lender may have provided to the City in writing) or (ii) immediate action is required to protect the Work or to protect other property in the custody of the City or because the Work has become a hazard to health or safety and the Lender will not agree to the protective measures the City recommends and is unwilling or unable to terminate this Agreement and retrieve the Work. If the City applies the conservation measures as in the preceding sentence, the City shall have a lien on the Work and on the proceeds from any disposition thereof for the costs incurred. The City will use insurance proceeds to the extent available to cover Lender's loss. To the maximum extent allowed by applicable law, the