AGREEMENT FOR LOAN AND TEMPORARY DISPLAY OF ARTWORK (4)
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AGREEMENT FOR LOAN AND TEMPORARY DISPLAY OF ARTWORK
THIS AGREEMENT FOR DISPLAY OF ARTWORK made and entered into this 12th day
of August. 2008 by and between Shawn Schoeller (hereafter called the "OWNER") of 632
Drew Street Clearwater. FL 33755 and the CITY OF CLEARWATER. FLORIDA, a
municipal corporation of the State of Florida, 112 South Osceola Avenue. Clearwater. FL
33756 (hereafter called the "CITY").
WITNESSETH:
WHEREAS, the OWNER is the sole lawful OWNER of those certain items of ARTWORK
that are described more fully on Exhibit A attached hereto and made a part hereof, which
items are hereinafter referred to collectively as "ARTWORK"; and
WHEREAS, the OWNER agrees that the CITY may display the ARTWORK inside
Clearwater City Hall.
Now, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties, it is hereby agreed by and between the
parties as follows:
1. RECITALS.
1.1. The forgoing recitals are incorporated into and made a part of this Agreement for
the Display of ARTWORK, and the parties acknowledge and agree that such
recitals are true and correct.
2. TERM.
2.1. OWNER shall display the ARTWORK to the CITY for the period commencing on
September 2. 2008 and ending on November 21. 2008 upon the terms herein
provided.
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3. DELIVERY AND INSTALLATION OF ARTWORK
3.1. The OWNER, using the OWNER'S own personnel and equipment will pick up the
ARTWORK from its location at 632 Drew Street. Clearwater, FL 33755 and
transport the ARTWORK to Clearwater Citv Hall at 112 Osceola Avenue,
Clearwater, Florida 33756 and place the same for display inside Clearwater City
Hall. Such delivery will be performed without any cost or expenses to the CITY.
3.2. The OWNER shall, upon termination of the Agreement, using the OWNER'S
personnel and equipment, redeliver the ARTWORK to 632 Drew Street,
Clearwater, FL 33755. Such re-delivery shall be without any cost or expense to the
CITY.
3.3. The CITY shall provide such access to the CITY'S premises and all other locations
as may be necessary for the OWNER to timely deliver and pick up the
ARTWORK as herein provided.
4. OWNER RESPONSIBILITIES
4.1. OWNER represents that the ARTWORK does not utilize any protected patent,
trademark, or copyright and hereby indemnifies the CITY for any claims related
thereto.
4.2 OWNER represents that the ARTWORK requires no routine care, maintenance,
and preservation, and as such, there are no associated costs for such care,
maintenance and preservation.
4.3 OWNER is responsible for acquiring any necessary city, county, state and federal
permits for the installation of the ARTWORK and for paying all costs associated with
such permits. The ARTWORK and the installation process shall comply with all
CITY, county, state and federal regulations, laws and ordinances.
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5. DISPLAY OF ARTWORK.
5.1. During the period ofthe CITY'S possession ofthe ARTWORK pursuant hereto the
CITY shall display the ARTWORK for viewing by the public without charge at
such location inside Clearwater City Hall as the CITY from time to time deems
appropriate. The CITY shall not charge any admission fee or similar fee as a
condition of viewing the ARTWORK.
6. BARRIER AND SIGNAGE
6.1. At all times while the ARTWORK is on display inside Clearwater City Hall, the
CITY may install such physical barrier, as the CITY in its sole discretion from
time to time determines to be appropriate in an attempt to prevent unauthorized
persons from touching the ARTWORK; provided however, that the CITY does not
warrant or guarantee in any manner that unauthorized touching of the ARTWORK
will not occur. Additionally, the CITY may post signage as the CITY in its sole
discretion determines to be appropriate indicating that touching of the ARTWORK
is prohibited.
6.2. At all times while the ARTWORK is on display inside Clearwater City Hall
pursuant to the terms hereof, the CITY will post a logo sign next to the
ARTWORK, prepared and designed by the CITY, which shall read:
Disvlav Courtesv of Robert Schoeller Studios
7. TITLE AND COPYRIGHT
7.1. Title. The CITY recognizes that title to the ARTWORK shall remain with the
OWNER, its successors or assigns. At no time shall title pass to the CIty as a
result of this Agreement. The ARTWORK shall remain the sole property of the
OWNER, its successors or assigns, including, but not limited to, copyrights under
the Copyright Act of 1976, 17 D.S.C. ~~ 101 et. seq., as amended, or any and all
rights provided for by the Visual Artist's Rights Act of 1990 (Section 106A of the
United States Copyright Act; as amended, unless otherwise granted by the
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OWNER to any other party. All future decisions regarding the use and continued
ownership of such property will be within the sole and unconditional discretion of
the OWNER, its successors or assigns. Should OWNER transfer title to the
ARTWORK, OWNER will provide CITY with written notification of same
immediately.
8. RISK OF LOSS AND INSURANCE
8.1. Risk of Loss. The OWNER shall bear all risk of loss or damage to the ARTWORK
including, but not limited to, theft, vandalism or any other act by a third party, and
damage caused by acts of god, war, or natural conditions/disasters including, but
not limited to, floods, hurricanes, tornadoes, lightning, and any loss occurring
during the storage, transportation, delivery, installation, de-installation, and
removal of the artwork, regardless of where such loss occurs. Should the artwork
be damaged in any way, the CITY shall not have any liability or responsibility for
the replacement or repair of the artwork.
8.2. Insurance. The OWNER acknowledges that the value of the ARTWORK is
$49,900.00. The OWNER acknowledges that the CITY will not provide any
insurance coverage for the ARTWORK while the ARTWORK is in the possession
or custody of the CITY pursuant to the terms hereof. The OWNER waives any and
all subrogation rights against the CITY for any damage to, destruction of, theft of,
loss of, or other casualty to the ARTWORK while the ARTWORK is in the
possession or custody of the CITY pursuant to the terms hereof.
9. INDEMNIFICATION AND RELEASE
9.1. Indemnification. The OWNER agrees to indemnify and hold free and harmless,
assume legal liability for and defend the CITY and its officers, employees, agents,
and servants, whether they are current or former, from and against any and all
actions, claims, liabilities, assertions of liability, losses, costs and expenses, in law
or in equity, including but not limited to attorneys' fees at trial and appellate levels,
reasonable investigative and discovery costs, court costs, or claims for bodily
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injury or death of persons and for loss of or damage to property, of every kind and
nature whatsoever, which in any manner directly or indirectly may arise or be
alleged to have arisen, from the installation or display of the ARTWORK or as a
result of the duties and obligations as required by this Agreement or that which has
resulted or alleged to have resulted from the negligent acts or omissions or other
wrongful conduct of or the infringement of any copyright by the OWNER and/or
its subcontractors, employees, and agents in connection with OWNER'S
performance pursuant to this Agreement.
9.2. Notice. The parties each agree to give the other party prompt notice, as provided
for herein of any claim coming to its knowledge that in any way directly or
indirectly affects the other party.
10. MAINTENANCE, RESTORATION AND REMOVAL
10.1 Alteration of ARTWORK. The CITY agrees that it will not intentionally alter,
modify, or change the ARTWORK.
10.2 Removal of ARTWORK. The OWNER and the CITY have the right to provide for
the removal of the ARTWORK from the Site for any reason with thirty (30) days
notice to the other party, as provided for herein.
11. MISCELLANEOUS
11.lEntirety of Agreement. This writing embodies the entire agreement and
understanding between the parties hereto, and there are no other agreements and
understandings, oral or written, with reference to the subject matter hereof that are
not merged herein and superseded hereby. No alteration, change, or modification
of the terms of the Agreement shall be valid unless made in writing and signed by
both parties hereto.
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11.2 Cavtions. The captions of each paragraph and headings hereof are added as a
matter of convenience only and shall be construed to be of no affect in the
construction of any provision or provisions hereof.
11.3 Notices. Any notices regarding this Agreement given by either party to the other
must be in writing and shall be deemed to have been given, delivered or made, as
the case may be (i) when delivered by personal delivery, or (ii) five (5) business
days after having been deposited in the U.S. Mail, certified or registered, return
receipt requested, with sufficient postage affixed and prepaid or (iii) one (1)
business day after having been deposited with an expeditedovemight courier.
service (such as by way of example but not limited U.S. Express Mail, Federal
Express, or UPS), addressed to the party to whom notice is intended to be given at
the address set forth below:
If to the CITY:
City Manager
City of Clearwater
112 South Osceola Avenue
Clearwater, Florida 33756
If to the OWNER:
Shawn Schoeller, Manager
Robert Schoeller Studios
632 Drew Street
Clearwater, FL 33755
Any party may change the address to which its notices are to be sent by giving the
other party written notice of any changes in the manner provided herein, but notice
of change of address if effective only upon actual receipt.
11.4 CITY'S Authoritv. CITY warrants that it has all required authority through official
action of its CITY Councilor CITY Manager, as required by CITY Code or policy,
to enter into this Agreement for Display of ARTWORK and to be bound by the
terms thereof.
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11.5 OWNER'S Authority. OWNER warrants that it has obtained all necessary
authority, personally or through official action of its officers and directors to enter
into this Agreement for Display of ARTWORK and to be bound by terms thereof.
11.6 Surviving Covenants. The covenants and obligations set forth in this Agreement
shall survive the delivery, installation, and removal of the ARTWORK and shall be
binding upon the parties, his heirs, legatees, executors, administrators, assigns,
transferees, and all his successors in interest.
11.7Intervretation. This Agreement for Display of ARTWORK shall be interpreted
under and in accordance with the laws of the State of Florida.
11.8 Construction of Agreement. This Agreement of Display of ARTWORK shall not
be construed more strictly against one party than against another merely by virtue
of the fact that it may have been prepared by legal counsel for one of the parties, it
being acknowledged that both the OWNER and the CITY have substantially and
materially contributed to the preparation hereof.
11.9 Severabilitv. If any provision of this Agreement is contrary to, prohibited by, or
deemed invalid by applicable laws or regulations of any jurisdiction in which it is
sought to be enforced, then such provision shall be deemed inapplicable and
omitted, but such omissions shall not invalidate the remaining provisions of this
Agreement.
11.10 Further Assurances. The parties shall promptly execute all documents
reasonably required and take such other steps in addition to the execution of this
Agreement to effectuate the intent and purpose of this Agreement.
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, .
IN WITNESS WHEREOF, the parties hereto have caused this Agreement for
Display of ARTWORK to be executed on the date first above written.
CITY OF CLEARWATER, FLORIDA
By:
tf)~ /J. ~--rr.
William B. Home II
City Manager
A~ form: . ,
Laura Lipowski ~
Assistant City Attorney
Cynthia . Goudeau
City Clerk
Witness: r
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By:
Its: h-r~
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Page 8 of8
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Parks and Recreation Department
PROFRSSTON AT. SRRVTrF rONTR ArT
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L FEID orSS#: (J 7'-'15'1- 92 (t; 1J'1)
Make Check Payable to: ~ame as Above, or f2. .o~e-r'" <5 c.h-o<../l;; 5 T'v--cA /' 0')
Address: 63 L 0 r€..G )} City: C {CJ;-r;- ( t4--h.r State: -r-L Zip Code: ~1rJ" J
Phone Numbers: Work: 1l}- --VV / - 3 () r \ Home: fLr -L( L( / - 30::; )
Professional Service to be Rendered: J \1\ sW\ ~.;t\ OV\. 1, a.vt- ~(", L'kI I.t, r,~
I understand my remuneration for providing this service will come to me after the service is rendered, on a
schedule outlined and discussed with the Parks and Recreation Department's designee.
,uur ':>OClal :,ecunty l''Jumoer IS requested tor the
purpose of payment for services rendered, in
accordance with IRS statutes and will be used
solely for this purpose.
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Professional Name:
I, ') ~"'-W_ L/c.6t:l-t S ~e(~ agree to provide professional services for the Parks and Recreation
(professional Name)
Department's C~~ ~ A-It e-flAdo\r forafeeof$ 20CJ
(Name of Program, Activity or Event)
times/ dates:
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the following
I agree to provide my services at
This service includes all details of my particular skill, as outlined and discussed with the Parks and Recreation
Department's designee. I understand my remuneration for this service will be waived totally (or partially) fox failure in
completion of said service.
I understand that in providing this service I function as an independent contractor, representing myself as
being self-employed, and as being responsible for all business and personal tax liabilities and workers' compensation
insurance. In addition, I realize there are some potential risks in providing this service and verifY that to the best of my
knowledge, . good physi health, I am in good mental health, and I am qualified to provide this service.
(parks and Recreation p en's Designee)
~ail Check to Above Address, or. 0 Return Check to Parks & Recreation c/o
ApprovedBy,J..~O .~ Date 'is' -/<:::: - Q'O
Title: L~_L\~~ ~-<-LfS ~.
Return this form to:
Clearwater Parks' and Recreation Department
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PO Box 4748
Clearwater, FL 33758-4748
Attention
(Payment Code-Office Use Only)
Rec. Date ~-lS - O~
P.O. #
Rec. #
Code
Approved
ReI. #
0/0-01<650- S30300..
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573-000-
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s: \Parks\Form\ 1800-0175 Professional Service Contract\Re,-ised 2/12/08- Upon completion, original to be forwarded to Accounting Technician for processing with payment
to Finance with a copy retained in records for retention in accordance with City and State Records Management Procedures.
"Attachment" to Agreement for Loan and TempoEary Disply of Artwork (Schoeller)
Exhibit A
Details of artwork for Loan and Temporary Exhibition
Artwork to be loaned and temporarily displayed is one piece entitled "Wave I" by artist
Robert Schoeller.
Artist:
Robert Schoeller
Title:
Wave I
Dimensions:
18.68 feet long x 4.66 feet high
Medium:
Oil on linen
Artist's Website:
www.schoellerfineart.com
Robert Schoeller - Wave I