Agmt17 Ilya and Emilia Kabakov , Fung Colllaboratives, Inc

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C. Although City strives to maintain its Public Art In good repair and condition, City is not required by this Agreement to maintain the Artwork to any particular standard. D. The Artist is not responsible for and will not be held liable for any damages to the Artwork by weather conditions, acts of God, or other acts abnormal to the site E. City shall have the right to determine when and if repairs and restorations to the Artwork will be made. It is the policy of City to consult with Artist regarding repairs and restoration which are undertaken during Artist's lifetime when that is practicable. In the event that City makes repairs or restoration not approved by Artist, Artist shall have the right, at Artist's sole option, to have Artist's association with Artwork severed. F. All repairs and restorations, whether performed by Artist, City, or by third parties responsible to Artist or City, shall be made in accordance with professionally recognized principles of conservation of artworks and, to the extent practicable, in accordance with the maintenance instructions provided to City by Artist pursuant to EXHIBIT A. 19. CLAIMS AND LAWSUITS. By signing this Agreement, Artist and Consultant each agree they may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, at seq. Consultant further acknowledges that disbarment by another jurisdiction is grounds for City to terminate this Agreement. 20. VENUE AND JURISDICTION. Artist and Consultant agree and stipulate that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the Superior Court, San Mateo County, California. 21. ASSIGNMENT. Artist and Consultant may not assign this Agreement or any part of it, or any monies due or to become due under it, without the prior written consent of City. 22. ENTIRE AGREEMENT. This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. in case of conflict, the terms of the Agreement supersede the purchase order and any other attachment or exhibit. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by the parties. 23. AUTHORITY. The individuals executing this Agreement and the instruments referenced in it on behalf of Consultant and Artist each represent and warrant that they have the legal power, right and actual authority to bind Consultant and Artist to the terms and conditions of this Agreement. 24. INITIAL INSPECTION. The Artist shall provide designated representatives of the City the opportunity to review inspect, working drawings immediately after execution of this Agreement to determine that the Artwork is in keeping with the Artist representations. The reviews shall occur within two weeks of the Artist's written notice to the City of readiness for the review. If the Artwork does not conform to the proposal as described in this Exhibit A or as mutually agreed by the parties, notice of specific non -conformity and request for the Artist to address the specific non -conformity shall be given to Artist in writing within two weeks after the REV: 11-21-1615 Page 10 of 15 ATTY/AGR.2016.323/Purchase Agreement for Artwork - Kabakov - Fung