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INSTALLATION OF ARTWORK AND HOLD HARMLESS AGREEMENT 04/05/04 11:58 TEL 7278270004 GTE .1 , ~01 e INSTALLATION OF ARTWORK AND HOLD HARMLESS AGREEMENT THIS INSTALLATION OF ARTWORK AND HOLD HARMLESS AGREEMENT ("Agreement") is made and entered into this i-0~day of IA,Z.. 2004, by and between the City of Clearwater. a municipal co oration of the State of Florida, located at 112 S. Osceola Avenue, Clearwater, Florida 33756 (the "City"), and Verizon Communications, Inc., a Florida Corporation located at, , , ("V' ") 821 First Avenue Norrh FLSP200L St. Petersburg. FL 3170L enzon (collectively the "Parties"). . . WITNESSETH: WHEREAS, the Downtown Development Board (the "008"), a board created and operating pursuant to the ordinances and laws of the City of Clearwater, welcomes and encourages the display of art that will bring visitors to the downtown area, enhance the community and complement its buildings, grounds, and natural features, and to obtain this objective, has partnered with the Outdoor Arts Foundation to install and display a mural ("Artwork"); and WHEREAS, the DDB lacks the resources for the requested installation, and has requested the City's assistance to install the Artwork on a building owned by Verizon which is located in downtown Clearwater, and Verizon has agreed to hold the City harmless for said installation. Now. THEREFORE, in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties herein agree as follows: 1. RECITALS. The foregoing recitals are incorporated into and made a part of this Agreement and the parties acknowledge and agree that such recitals are true and correct. 2. DELIVERY AND INSTALLATION OF ARTWORK. The Foundation shall deliver the Artwork to the City's Building and Maintenance department at a time as agreed to by the City and the Foundation. The Artwork shall then be installed upon Verizon's building in accordance with the specifications as provided by Verizon (Exhibit "A" attached hereto and made a part hereof), and approved by all Parties herein. The City reserves the right to refuse to install the Artwork if the specifications provided do not, in the City's sole discretion, meet minimum requirements guaranteeing the safety of its employees or the public. 3. DISPLAY OF ART\^JORK. During the term of the display of the Artwork. should the Artwork constitute a distraction or danger to the public, or in tC --, (';..\ f CA r. . '.,.'" / . . I/~..~' ',' I ," >" ( ./ (: ../ L/ (?) 04/05/04 11:58 TEL 7278270004 GTE l4J 02 ,I I any way degrades the functionality or structural integrity of the Site, the City is hereby released of all liability related thereto. In the event the Site or property surrounding the Site become damaged, compromised. or suffer a hazardous condition as a result of the display, Verizon may immediately remove Artwork using its own resources. In addition, should the Artwork become worn, illegible, unsightly, offensive, damaged or defaced, Verizon shall have the right to immediately remove the Artwork, but in no event shall the City be held responsible for such removal, maintenance, repair, or any liability related thereto. Verizon shall be responsible for any and all damage to the structure, property or Site caused as a result of the installation., display or removal of the Artwork, 4. BARRIER. At all times while on display, Verizon may install such physical barrier, as Verizon, from time to time determines to be necessary or appropriate in an attempt to prevent unauthorized persons from touching the Artwork or the Site. 5. WAIVER AND RELINQUISHMENT OF LIABILITY. Verizon irrevocably waives and relinquishes any and all claims of any kind or nature against the City. its officials, officers, agents and employees, or others participating in the installation of the Artwork, individually and collectively arising out of or resulting from any damage to, destruction of, theft of, loss of, or other casualty to the Artwork at any time during which the Artwork is in the possession, custody, control of Verizon pursuant hereto, including without limitation any such damage to. destruction of, theft of, loss of. or other casualty to the Artwork arising out of or resulting from any negligent act or omission of the City, its officials. officers. agents or employees. 6. INDEMNIFICATION. Verizon 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 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, at any time during installation of the Artwork, or at any time during which the Artwork is in the possession, custody, control of Verizon. or under the terms of Verizon's agreement for display with the Foundation including without limitation, any such damage to, destruction of, theft of, loss of, or other casualty to the Artwork arising out of or resulting from any negligent act or omission of the the City, its officials, officers, agents or employees in connection with the City's performance pursuant to this Agreement. > 04/05/04 11:58 TEL 7278270004 GTE 14103 J I 7. MISCELLANEOUS PROVISIONS: a. Entire Agreement. This Installation of Artwork and Hold Harmless Agreement is intended to contain the entire agreement of the Parties, and no representations, inducements, promises or agreements, oral or otherwise, between the parties, not embodied herein, shall be of any force or effect unless the same be in writing, signed by all parties hereto, No failure of any party hereto to exercise any power given to such party hereunder, or failure of said party to insist upon strict compliance by the other party of any obligation hereunder, and no custom or practice of the Parties at variance with the terms hereof, shall constitute a waiver of that party's right to demand exact compliance with the terms hereof. b. CaDtions. The captions of each paragraph and heading hereof are added as a matter of convenience only and shall be construed to be of no affect in the construction of any provision hereof. c. Notices. Any notices regarding this Agreement given by any 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 expedited overnight courier service (such as by the way of example, but not limited to, U.S. Express mail, Federal Express, or UPS). addressed to the party to whom notice is intended to be given at the add ress set forth below: If to Verizon: Cristina Coffin Director-External Affairs Verizon Communications 821 First Avenue North FLSP2001 St. Petersburg, FL 33701 If to the City: . - 04/05/04 11:58 TEL 7278270004 GTE 14104 1 I Any party may change the address to which its notices are to be sent by giving the other party written notice of any such change in the manner provided for herein, but notice of change of address is effective only upon actual receipt. 8. Governing Law. It is agreed by and between the parties hereto that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida. 9. Construction of Aareement. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by one of the Parties. whether or not any party has contributed substantially or materially to the preparation hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement for Display of Artwork to be executed on the date above first written. CITY OF CLEARWATER, FLORIDA ~ I ~~~,~ JJ: William B. Horne II City Manager Approved as to form: Attest: 2.~ Lo/ ~~. ~ . (" . ~ ~Cynt a . Goudeau' . f V City Clerk Laura Lipowski Assis ant City Attorney Verizon Communications, Inc. Ian Ciamporcero President-Southeast egion Verizon Communications, Inc, Exhibit A · The artwork shall be installed on the south wall of the downtown Clearwater Verizon Building by the City of Clearwater Building and Maintenance Department using the following method: o Hardware specified: Masonry fasteners and washers shall be used. o Fasteners will be installed every 2 feet at each grommet. o The fasteners will be installed the full perimeter of the 32' x 48' artwork.