Harris County precinct One RODNEY ELLIS 1001 PRESTON AVE., SUITE 950 HOUSTON, TEXAS 77002 (713) 274-1 000 AGENDA ITEM Vote of the Court: Yes No Abstaln January 30, 2018 Judge Emmett Comm. Ellis El [3 County Judge Ed Emmett Comm. Morman El Members of Commissioners Court Comm. Radack Cl Comm. Cagle El El RE: Art Loan Agreements Court Members: Precinct One requests approval of the attached Art Loan Agreements. Thank you for your consideration. Sincerely, Ro is Attachment 3.: if" ~w5?73'2?; 345%?; xc: Brandon Dudley {33:32?31 Judy Springer 2?3 ggz?gm - Deotis Gay 2% 32;? Presented to Commissioner?s Court :5 JAN .3 2018 ~75 two-Orb 4: let?) Lad/t 303 ?>er 03W tr 90% ?we; 5&ch Recorded - @016 Eons Law ART LOAN AGREEMENT THE STATE OF TEXAS COUNTY OF HARRIS This Art Loan Agreement is made and entered into by and between AFRICAN ART . GLOBAL, INC, a Texas corporation, hereinafter referred to as and HARRIS COUNTY, a body corporate and politic under the laws of the State of Texas, hereinafter referred to as ?County.? - - WITNES SETH: WHEREAS, AAG desires for County to display two' large sculptures and twelve t, wooden/bronze sculptures/statues, hereinafter Collectively referred to as the ?Art,? respectively at the Tom Bass Community Center and in Commissioner Precinct 1 of?ces; and WHEREAS, County'desires to display the Art; NOW, THEREFORE, in consideration of the mutual covenants, agreements, and bene?ts to both parties, it is agreed as follows: AAG represents to County, understanding that County is relying on the representation, that AAG is the sole and legal owner and holder of the Art and that no other entity or person has any rights thereto. Between the parties, AAG will retain all ownership rights to the Art, and will not assign any of such rights without ?rst notifying County, and County will not loan or sell the II. AAG loans to County the Art to be'displayed at Tom Bass Community Center and in I Commissioner Precinct 1 of?ces for a period of two years beginning the ?rst date after approval of this Agreement by both AAG and the Commissioners Court of County, unless sooner ended 1n accordance with the provisions hereof. - -- -, in. Within 60? days of the effective dateof this Agreement, AAG will inventory, securely pack, and deliver the Art to County at Tom Bass Community Center and the Commissioner Precinct 1 of?ces designated by the Commissioner of Precinct 1. AAG will then unpack and display the two large sculptures and place the twelve wooden/bronze sculptures/statues in locations designated by the Commissioner of Precinct 1. IV. The Art will remain at the County during the loan period, and County will give the Art the same care as it does comparable property of its own. County will take reasonable precautions to protect the Art from ?re, the?, damage, water, mishandling, dirt, vermin, pests, and extreme changes in light and humidity while at the County; however, County will not be responsible in any way for the damage, destruction, or theft of the Art, either in whole or in part. If the Art is in immediate danger of being damaged by ?ooding, water, or ?re, County may move the Art to a safe location. V. AAG will maintain. repair, and insure theAIt during the term of this Agreement. VI. County may photograph the Art for educational and publicity purposes, including, but not limited to, County? 3 website, and the Art may be photographed by the general public without touching. VII. Prior to the execution of this Agreement, AAG has been advised by County, and AAG clearly understands and agrees, such understanding and agreement being of the absolute essence to this Agreement, that County has certi?ed no funds for its performance of this Agreement and contemplates performing its obligations hereunder out of its current budget, and all obligations for which current revenue is not available will be contingent on County?s apprOpriating funding for them in the future. Neither party will take any action or recourse against the other party for any default in the performance of obligations, or any breach of this Agreement, until 30 days after giving the other party written notice setting out in detail the type and nature of the default or breach, and the . failure of the other party to cure such default or breach within such 30?day period. IX. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement, without cause, upon giving the other party at least 30 days prior written notice of its intent to terminate. - X. Within 60 days of the expiration or termination of this Agreement, AAG will securely pack and remove the Art from the County?s premises. XI. Any notice required or pennitted to be given to AAG by- County hereunder may be given by certi?ed mail, return receipt requested, addressed to A?ican Art Global, Inc., Attention: . Sam Njunuri, 53 73 West Alabama, Suite 500, Houston, Texas 77056. Any notice required or permitted to be given to County by AAG hereunder may be given by certi?ed mail, return receipt requested, addressed to Harris County, Attention: Commissioner Precinct 1, Harris County Administration Building, 1001 Preston, 9th Floor, Houston, Texas 77002. Notices shall be considered given and completed upon deposit in the United States mail as aforesaid. Either party may change its address pursuant to this article upon written notice to the other party. XII. The waiver by either party of the default, breach, or violation of any provision of this Agreement shall not Operate as, or be construed to be, a continuing'waiver of such default or breach nor as a waiver or permission, express or implied, of any other or subsequent default or breach. A This Agreement shall be construed and governed according to the laws of the State of Texas, and venue shall be in Harris County, Texas. XIV. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such portion shall be deemed severed from this Agreement and the remaining parts shall continue in full force as though such invalid or unenforceable provision had not been part of this Agreement. - This Agreement constitutes the entire agreement between the parties hereto and no prior or contemporaneous oral or written promises or representations shall be binding. This Agreement shall not be amended, changed, or extended except by written instrument signed by both parties hereto. OF PAGE SIGNATURE PAGE EXECUTED in?triplicate originals. AFRICAN ART GLOBAL, INC. By . I . Printed Title: Date Signed: 414/3? 5:727 7 APPROVED AS TO FORM: 2 VINCE RYAN HARRIS COUNTY County Attorney . - - A By W14 M. SCOTT BRESK ED EMMETT Assistant County Attoi?ney . County Judge- Date Signed: JAN 3 0 2018 THE STATE OF TEXAS COUNTY OF HARRIS The Commissioners 'Court of Harris County, Texas, convened at a meeting of said Court at the Harris Countm?dministration Building in the City of Houston, Texas2614', with the following members present, to-wit: Ed Emmett County Judge Rodney Ellis Commissioner, Precinct No. 1 Jack Morman . Commissioner, Precinct No. 2 Steve Radack Commissioner, Precinct No. 3 R. Jack Cagle Commissioner, Precinct No. 4 and the following members absent, to-wit: '4 CW1 4 constituting a quorum, when among other business, the following was transacted: . ORDER AUTHORIZING THE COUNTY JUDGE TO EXECUTE AN ART LOAN AGREEMENT BETWEEN AFRICAN ART GLOBAL, IN C., AND HARRIS COUNTY FOR THE LOAN OF TO THE COUNTY TO BE DISPLAYED AT TOM BASS COMMUNITY CENTER AND IN COMMISSIONER PRECINCT 1 OFFICES Commissioner Q5 Ll introduced an order and made a motion that the same be adopted. Commissioner seconded'the motion for adoption of the order. The motion, carrying with it the adoption of the order, prevailed by the following vote: Yes No Abstain Judge Ed Emmett Comm. Rodney Ellis . Comm. Jack Morman Com. Steve Radack ?1 Comm. R. Jack Cagle The County Judge thereupon announced that the motion had duly and lawfully carried and that the order had been duly and lawfully adopted. The order thus adopted followsi IT IS ORDERED that the County Judge is authorized to execute, for and on behalf of Harris County, an Art Loan Agreement between African Art Global, Inc., and Harris County for the loan of sculptures/statues to the County to be displayed at Tom Bass Community Center and in Commissioner Precinct 1 of?ces, the Art Loan Agreement being incorporated by reference for all purposes as though fully set out in this Order word for word.. Presented to Commissioner's curt JAN 30 2018 Recorded Vol?Page