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Home My WebLink AboutECAT23-06 ArtLifting PBC RENTAL AGREEMENT This Agreement, made and entered into as of July 24, 2023 (the "Effective Date"), by and between ArtLifting PBC, a Delaware public benefit corporation having its principal place of business located at 120 Causeway Street, Suite #400, Boston MA 02114 (“ArtLifting”) and the Eagle County Air Terminal Corporation, a Colorado nonprofit corporation having its principal place of business at 217 Eldon Wilson Rd., Gypsum, CO 81637 (“Customer”). For and in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows: The Eagle County Air Terminal Corporation is entering into a four (4) year agreement to rent artwork which will be displayed in the airport terminal located at 217 Eldon Wilson Rd., Gypsum, CO (the “Terminal”) and rotated biennially under the following terms and conditions. 1. Products, Services, and Payment Terms 1.1 Products and Services Product or Service Description Price Biennial Artwork Rental Rotation Program Every two (2) years, for a total of four (4) years, ArtLifting will curate a collection of 6 artworks to be delivered to Customer. Each collection will include artist and exhibit plaques. Total over 4 years: ● 12 Print Reproductions ● 12 Artist Labels ● 2 Exhibit Plaques ● Artwork Curation Services ● Installation and De-installation Services ● Packaging and Shipping $19,024 per rotation 1.2 Invoicing and Payment Terms: ArtLifting will invoice Customer every two (2) years for four (4) years . Customer will receive a total of two (2) invoices over the term of this Agreement. Payments for all invoices are due within thirty (30) days of receipt of an invoice (“net30”). The following is a summary of the invoicing and payment terms: Invoice 1: sent upon contract execution, due net 30 $19,024 Invoice 2: sent on the second annual anniversary of contract execution, due net30 $19,024 Total due over 4 years $38,048 1.3 Ownership: Customer is renting print reproductions from ArtLifting. Therefore, at the end of each rotation, ArtLifting will deinstall the artworks and will retain ownership. 1.4 Insurance: ArtLifting agrees to make all necessary provisions for the safeguarding and protection of its artworks while on display in the Terminal. ArtLifting acknowledges and understands that the Terminal is open to the public and the display of its artworks is at its own risk of loss, vandalism, theft, damage, and destruction. ArtLifting further understands that Customer’s insurance carriers will not cover loss, vandalism, theft, damage, or destruction to the artworks while on display in the Terminal, and acknowledges that it has been advised to purchase insurance coverage to protect against the risk of loss, vandalism, theft, damage, and destruction of its artworks while on display in the Terminal. DocuSign Envelope ID: E8BA307D-9846-4444-827F-C4F1299EA595 1.5 Display and Installation: ArtLifting agrees to be solely responsible for set up, installation and take down of the artworks. All set up, installation, and take down must be pre-approved by Customer and all such set up installation and take down of ArtLifting’s artworks must be performed during Customer’s regular business hours. ArtLifting further agrees that no glass or other sharp edges for display of its artworks will be exposed that may cause injury to Customer, Customer’s staff or other Airport Terminal personnel and the public. 1.6 Non-exclusive: ArtLifting acknowledges and understands this Agreement is non-exclusive in nature and that Customer may permit other artists to display and exhibit their work on Customer’s property at the same time of ArtLifting’s display and exhibit. 1.7 Inconvenience: ArtLifting recognizes that from time to time during the term of this Agreement, it may be necessary for Customer to commence or complete programs of construction, expansion, relocation, maintenance, and repair in order that the Terminal and its facilities may be completed and operated as Customer determines, and that such construction, expansion, relocation, maintenance, and repair may inconvenience ArtLifting in its display of its artworks in the Terminal. ArtLifting agrees that no liability shall attach to Customer or its respective officers, agents, employees, contractors, subcontractors, and representatives by way of such inconveniences, and ArtLifting waives any right to claim damages or other consideration therefrom, except for claims for damages caused by the sole negligence of Customer. Should Customer need to deinstall artworks due to construction, expansion, relocation, maintenance, or repair, Customer will bear the costs of relocating the artworks or shall pursue termination pursuant to Section 2.2 of this Agreement. 2. General Provisions: 2.1 Term: This agreement shall begin on the Effective Date and will continue for four (4) years. 2.2 Termination: Customer reserves the right to terminate this Agreement and the permission granted herein at any time by giving ArtLifting at least forty-five (45) days' written notice of such termination, except that Customer may, at its election, terminate this Agreement immediately without such notice at any time if ArtLifting fails to comply with or abide by each and every provision contained in this Agreement, if ArtLifting willfully or deliberately violates any provisions or conditions of this Agreement, or on the grounds that health, safety, or welfare requires such action. Should Customer terminate this agreement upon forty-five (45) days’ written notice, Customer agrees to reimburse ArtLifting for the costs of curating, producing, and processing artworks scheduled for rotation into the Terminal. ArtLifting may terminate this Agreement on forty-five (45) days’ notice to Customer. 2.3 Consent: By entering this Agreement, both parties acknowledge that they have had an opportunity to review its terms and that both parties understand and consent to its terms. 2.4 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior written or oral agreements or understandings. No variation or modification of the terms or provisions of this agreement shall be valid unless in writing and signed by the parties. 2.5 Choice of Law: Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 2.6 Indemnification: To the extent permitted by law, ArtLifting and Customer shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, sublicensees, successors, and assigns from and against all losses, damages, liabilities, claims, actions, judgments, settlements, penalties, fees, costs, or expenses of whatever kind, including reasonable attorneys' fees arising out of any third-party claim, suit, action, or proceeding relating to any actual or alleged by the other party’s (a) breach of any representation, warranty, covenant, or obligation under this Agreement, or (b) infringement or other violation of any intellectual property or other personal or proprietary rights of any person or entity resulting from the use of the artwork in accordance with this Agreement. DocuSign Envelope ID: E8BA307D-9846-4444-827F-C4F1299EA595 2.7 Subordination: This Agreement is subject and subordinate to the terms, reservations, restrictions and conditions of any existing or future agreements between Customer and/or Eagle County, Colorado and the United States of America, the execution of which has been or may be required as a condition precedent to the transfer of federal rights or property to Customer and/or Eagle County for airport purposes or the expenditure of federal funds for the development of the Eagle County Regional Airport or airport system. 2.8 Objectionable Material: Customer reserves the right to reject or prohibit all or any part of any of the artworks displayed in the Terminal that, in the sole opinion of Customer, is objectionable, unsafe, or not suitable for display at the Terminal. 2.9 Severability: The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the impingement of the invalid provision. In Witness Whereof, the parties have executed this Purchase Agreement as of the Effective Date above: Signed by: Eagle County Air Terminal Corporation ArtLifting PBC By: _________________________________ By: _________________________________ Name: _________________________________ Name: Christina Bailey Title: _________________________________ Title: Chief Growth Officer Date: _________________________________ Date: _________________________________ DocuSign Envelope ID: E8BA307D-9846-4444-827F-C4F1299EA595 7/26/20238/1/2023 Chair, Eagle County Commissioners Kathy Chandler-Henry