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61.H. - Page 15 <br />3. PURCHASE PRICE AND PAYMENT. The purchase price for the Artwork and <br />Services ehmU be $400'000. Payment for the Artwork and Repair Documents shall be in the <br />form ofacheck made payable hoArtist. The check shall bemailed to Consultant mtConsultant's <br />address provided in Section 28 of this Agreement. Artist hereby declares its desire to have <br />payment be sent to Consultant in this manner and agrees that, upon receipt ofsuch check by <br />Consultant, City's payment obligations under this Agreement shall be satisfied in full. <br />4. TITLE TRANSFER AND RISK OF LOSS. Title to the Artwork and Repair Documents <br />nhoU transfer upon delivery of the complete Artwork and all Repair Documents pursuant to <br />Section 2above. Title transfer shall be self-executing upon such delivery. Artist will cooperate in <br />providing to City any title transfer documents City may request. The risk of loss or damage to the <br />Artwork shall bebomne solely byArtist until the City acknowledges that the Artwork and all Repair <br />Documents have been successfully delivered. <br />5. ARTIST'S WARRANTY. Artist represents and warrants that: <br />A. Prior to transfer of title of the Artwork to the City, Artist is the mole and absolute <br />owner ofthe Artwork and the Artwork Design, and the copyrightspertaining bothe <br />Artwork, and all the rights associated orrelating toit. Artist further represents that <br />there are no outstanding disputes in connection Wth property h0hto, intellectual <br />property rights orany other rights inthe Artwork orany parts ofthe Artwork. <br />B. Artist has not previously sold, assigned, |icenaed, gnmntgd, encumbered, or <br />utilized the Artwork Design orany element thereof, in any manner which may <br />affect or impair the hOhba granted pursuant to this Agreement including without <br />limitation, inhibiting the C|ib/o ability to ohmvv the work, reproduce the Artwork, or <br />maintain/conserve the work into the future. <br />C. All Artwork created or performed by Artist under this Agreement, whether created <br />by Artist alone or in collaboration with mthene, shall be wholly original with Artist <br />and shall not infringe upon orviolate the rights ofany third party. <br />D. Artist has acquired all rights to any third party software or other component of the <br />Artwork necessary for the operation ofArtwork. <br />E. Artist has the full power to enter into and perform this Agreement and to make <br />the grant qfrights contained inthis Agreement. <br />F. The Artwork is the result of the artistic efforts of Artist, and it will be delivered full <br />and clear ofany liens, claims and encumbrances ofany type. <br />G. The Artwork will not pose a danger to public health or oa#eb/ in view of the <br />possibility of nn|auge' if such misuse is in a manner that was reasonably <br />foreseeable otany time prior toexecution Cfthis Agreement. <br />H. Occasional or minimal cleaning and repair ofthe Artwork and any associated <br />working ports and/or equipment will maintain the Artwork within an acceptable <br />standard ofpublic display. <br />|. Foreseeable exposure to the elements and general wear and tear will cause the <br />Artwork to experience only minor repairable damages and will not cause the <br />Artwork tmfall below mn acceptable standard ofpublic display. <br />J. With general routine cleaning and napair, and within the context of foreseeable <br />exposure to the elements and general wear and tear, the Artwork will not <br />experience irreparable conditions that do not fall within an acceptable standard of <br />public diap|oy, including nmu|d, nuet, fraotuhng, ntaining, nhipping, tearing, <br />abrading and peeling. <br />K. To the extent the Artwork incorporates products covered by a manufacturer's <br />warranty, Artist shall provide copies ofsuch warranties toCity. <br />REV: 11-21-16 JS <br />Page oof 15 <br />ATTY/AGR.2O1G.323/PumheoeAgreement for Artwork -Kobokov-Fun0 <br />