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AGREEMENT FOR DISPLAY OF ARTWORK (4)AGREEMENT FOR DISPLAY OF ARTWORK THIS AGREEMENT FOR DISPLAY OF ARTWORK made and entered into this 8th day of March, 2010, by and between Ulli Kampelmann & Steve Van Stone of 1150 Drew Street, Clearwater, FL 33755 (hereafter called the "Owner") and the CITY OF CLEARWATER, FLORIDA, a municipal corporation, 112 South Osceola Avenue, Clearwater, FL 33756 (hereafter called the "City"). WITNESSETH: WHEREAS, the Artist 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 the Municipal Service Building (MSB) for viewing by the public. 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. 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. Owner shall display the Artwork within the City Municipal Services Building for the period commencing on March 8, 2010 and ending on December 31, 2012 upon the terms herein provided. This term is renewable by mutual written consent of the parties. 3. DELIVERY AND INSTALLATION OF ARTWORK. The Artist, using the Artist's own personnel and equipment is fully responsible for the costs and handling involved in the delivery of the Artwork to, and the pick up of the Artwork from, the Municipal Services Building at 100 South Myrtle Avenue, Clearwater, Florida 33756. In addition, the Owner is responsible for the installation of the Artwork, with oversight by the City's Building and Maintenance Department. Page 1 of 7 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 all 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. 5. DISPLAY OF ARTWORK. During the period of the City's possession of the Artwork pursuant hereto the City shall display the Artwork for viewing by the public without charge at such location inside the MSB as the City from time to time deems appropriate. The City shall not charge any admission fee or other similar fee as a condition of viewing the Artwork. 6. BARRIER AND SIGNAGE. At all times while the Artwork is on display in the MSB, 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. At all times while the Artwork is on display in the MSS 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: Display Courtesy of Ulli Kampelmann Page 2 of 7 7. TITLE AND COPYRIGHT 7.1 Title. 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 U.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 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. 8. RISK OF LOSS AND INSURANCE 8.1 Risk of Loss. The risk of loss or damage to the Artwork shall be borne by the Owner at all times, however, the City shall take such measures as are necessary to reasonably protect the Artwork from loss or damage. 8.2 Damage to Artwork. 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. 8.3 Insurance. The Owner acknowledges the value of the Artwork is $22,500. 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 injury or death of persons and for loss of or damage to property, except as provided for herein, of every kind and nature whatsoever, which in Page 3 of 7 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 the 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 11.1 Entirety 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. 11.2 Captions. 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 Page 4 of 7 sufficient postage affixed and prepaid or (iii) one (1) business day after having been deposited with an expedited overnight 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: Ulli Kampelmann & Steve Van Stone 1150 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 AuthorjU. City warrants that it has all required authority through official action of its City Manager to enter into this Agreement for Display of Artwork and to be bound by the terms thereof. 11.5 Owner's Authority. Owner warrants that it has obtained all necessary authority 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. 11.7 Inter retation. 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 Page 5 of 7 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 Severahili . 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. Page 6 of 7 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: 4r2? 4-? William B. Horne City Manager Approved as to form: Laura Mahony, Asst. City Attorn lI Witness Ulli Kampelmann and Steve Van Stone sy. ?-?t Ulli Kampe Mann BY= Steve Van Stone Page 7 of 7 EXHIBIT A An installation of ten (10) architectural glass art works created by artist Ulli Kampelmann. These artworks are on display in the Clearwater Municipal Services Building and are fastened to their point of exhibition through the use of locking C-vise clamps and stainless steel rings. Detail of installation _: 'i- I I ,'. ,