Agmt17 Ilya and Emilia Kabakov , Fung Colllaboratives, Inc

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3. PURCHASE PRICE AND PAYMENT. The purchase price for the Artwork and Services shall be $400,000. Payment for the Artwork and Repair Documents shall be in the form of a check made payable to Artist. The check shall be mailed to Consultant at Consultant's address provided in Section 28 of this Agreement. Artist hereby declares its desire to have payment be sent to Consultant in this manner and agrees that, upon receipt of such check by Consultant, Citys payment obligations under this Agreement shall be satisfied in full. 4. TITLE TRANSFER AND RISK OF LOSS. Title to the Artwork and Repair Documents shall transfer upon delivery of the complete Artwork and all Repair Documents pursuant to Section 2 above. Title transfer shall be self-executing upon such delivery. Artist will cooperate in providing to City any title transfer documents City may request. The risk of loss or damage to the Artwork shall be borne solely by Artist until the City acknowledges that the Artwork and all Repair Documents have been successfully delivered. 5. ARTIST'S WARRANTY. Artist represents and warrants that: A. Prior to transfer of title of the Artwork to the City, Artist is the sole and absolute owner of the Artwork and the Artwork Design, and the copyrights pertaining to the Artwork, and all the rights associated or relating to it. Artist further represents that there are no outstanding disputes in connection with property rights, intellectual property rights or any other rights in the Artwork or any parts of the Artwork. B. Artist has not previously sold, assigned, licensed, granted, encumbered, or utilized the Artwork Design or any element thereof, in any manner which may affect or impair the rights granted pursuant to this Agreement including without limitation, inhibiting the City's ability to show the work, reproduce the Artwork, or maintain/conserve the work into the future. C. All Artwork created or performed by Artist under this Agreement, whether created by Artist alone or in collaboration with others, shall be wholly original with Artist and shall not infringe upon or violate the rights of any third party. D. Artist has acquired all rights to any third party software or other component of the Artwork necessary for the operation of Artwork. E. Artist has the full power to enter into and perform this Agreement and to make the grant of rights contained in this Agreement. F. The Artwork is the result of the artistic efforts of Artist, and it will be delivered full and clear of any liens, claims and encumbrances of any type. G. The Artwork will not pose a danger to public health or safety in view of the possibility of misuse, if such misuse is in a manner that was reasonably foreseeable at any time prior to execution of this Agreement. H. Occasional or minimal cleaning and repair of the Artwork and any associated working parts and/or equipment will maintain the Artwork within an acceptable standard of public display. I. Foreseeable exposure to the elements and general wear and tear will cause the Artwork to experience only minor repairable damages and will not cause the Artwork to fall below an acceptable standard of public display. J. With general routine cleaning and repair, and within the context of foreseeable exposure to the elements and general wear and tear, the Artwork will not experience irreparable conditions that do not fall within an acceptable standard of public display, including mold, rust, fracturing, staining, chipping, tearing, abrading and peeling. K. To the extent the Artwork incorporates products covered by a manufacturer's warranty, Artist shall provide copies of such warranties to City. REV: 11.21.16 JS Page 2 of 15 ATTY/AGR.2016.323/Purchase Agreement for Artwork - Kabakov - Fung