HomeMy WebLinkAboutACQ1992-0024 - Original - Cedar and Salmon Totem Pole by David Boxley AGREEMENT
AGREEMENT between the Museum of History and Industry
("Seller") , located at 2700 24th Avenue East, Seattle, Washington
and the City of Kent, a Washington municipal corporation ("Buyer") ,
whose mailing address is 220 Fourth Avenue South, Kent, Washington
98032 .
1. Agreement to Sell. Seller agrees to sell and Buyer
agrees to buy that certain totem pole known as "Cedar and Salmon, "
created and constructed by David Boxley in 1989 for the Museum of
History and Idustry (the "Totem Pole") at a total purchase price of
Thirty Thousand dollars ($30, 000) . The Totem Pole is currently
displayed at the Seattle Center.
2 . Terms of Payment. Buyer shall pay Seller for the
Totem Pole full payment not later than thirty (30) days from and
after the date of delivery.
3 . Delivery F.O.B. Seller shall ship the Totem Pole
F.O.B. to the place of delivery at its own expense, and Seller
shall bear the risk of loss until delivery is made.
4 . Place of Delivery. Seller shall deliver the Totem
Pole to the "Old Fishing Hole" park, located on Frager Road south
of West Meeker Street in the City of Kent or to such other place
within the city limits of the City of Kent as the Director of Parks
or his or her designee shall determine. The place of delivery will
be confirmed no later than two (2) weeks prior to the date of
delivery, and any expense incurred as a direct result of a change
in the place of delivery within the two-week time period prior to
the delivery date will be borne by the Buyer.
5. Time for Shipment. Seller shall deliver the Totem
Pole on Monday, April 6, 1992 , as agreed upon between the parties,
but in any event no later than June 30, 1992 .
6. Inspection before Payment. Buyer reserves the right
to inspect the Totem Pole before making payment, without regard to
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the manner of shipment or the fact that the Totem Pole is shipped
under a reservation.
7 . Details of Shipment. Seller shall be entitled to
designate the manner of shipment. Buyer may, at its option, assist
Seller with any aspect of shipment. However, nothing in this
paragraph, nor any act by Buyer with regard to shipment or
delivery, shall in any way alter Seller's responsibility and
liability as described elsewhere in this Agreement.
8. Insurance. Seller shall procure adequate general
liability insurance to protect Seller from damage, loss or other
liability from the date of this Agreement until final delivery at
the place of delivery described in Paragraph 4 .
9. Promise to Repair. Seller warrants that the Totem
Pole shall be delivered in the same condition as it exists on the
date of this Agreement, except for ordinary wear and tear as may be
naturally caused by weathering. In the event that the Totem Pole
has been damaged by any cause prior to delivery, Seller shall make
all necessary repairs and adjustments without charge to the
purchaser. If Seller must remove the Totem Pole from the Buyer's
place of delivery to effect such repairs or adjustments, Seller
will return the Totem Pole to the original place of delivery,
shipping charges to be paid by the Seller.
10. Title to the Totem Pole. Seller warrants that it has
clear title to the Totem Pole, that its transfer to Buyer is
rightful, and that the Totem Pole is free from encumbrances of any
kind. Title to the Totem Pole is retained by Seller for security
and will pass to Buyer upon payment in full and full performance by
Buyer of its obligations herein.
11. Cancellation and Excuse for Nonperformance. Buyer
reserves the right to cancel this Agreement if the Totem Pole is
not delivered as specified, or for causes due to demands of the
United States Government, or to fires, strikes, or other causes
beyond Buyer's control.
12 . Governmental Interference. Impossibility of
performance by reason of any legislative, executive or judicial act
of the Government, the State or of any political subdivision or
municipality thereof or from any other similar or dissimilar cause
which cannot be prevented by either party by the exercise of proper
diligence, shall excuse performance of this Agreement.
13 . Integration and Merger. This Agreement expresses the
full and final expression of the parties and parol or extrinsic
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evidence is inadmissible to explain, vary, or contradict the
express terms of this Agreement.
14 . Waiver No waiver by either party of any term or
condition of this Agreement shall be effective unless in writing
signed by a duly authorized officer and no waiver or indulgence by
either party of any deviation or departure by the other party from
full performance of this Agreement shall be a waiver of that
party's right to subsequent full and timely performance.
15. Dispute Resolution. All Claims, disputes and other
matters in question between the parties to this Agreement arising
out of or relating to this Agreement or the breach thereof shall be
determined under Title 62A of the Revised Code of Washington and
the Rules of Practice and Procedure before the King County Superior
Court.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed this 13th day of March , 1992 .
SELLER: BUYER:
MUSEUM OF HISTORY AND INDUSTRY CITY OF KENT
by Wilson E. O'DonneTl by Dan Kelleher, Mayor
its Executive Director
ADDRESS: ADDRESS:
2700 24th Avenue East 220 Fourth Avenue South
Seattle, Washington 98112 Kent, Washington 98032
APPROVED AS TO FORM:
RbtER A. UBOVICH,__S.1T_7C
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