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ARTWORK DISPLAY AT HARBORVIEW CENTER AGRElMENT FOR DISPLAY OF ARTW!RK THIS AGREEMENT FOR DISPLAY OF ARTWORK made and entered into this 8th day of July, 1998, by and between NORTH SIDE ENGINEERING SERVICES, INC., 2907 State Road 590, Suite 7, Clearwater, FL 33759 (hereinafter called the "Owner") and the CITY of CLEARWATER, FLORIDA, a municipal corporation, 112 South Osceola Avenue, Clearwater, FL 33756 (hereinafter 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 the Harborview Center for viewing by the public; and 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 foregoing 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 to the City for the period commencing on July 8. 1998 and ending on July 8. 1999 upon the terms herein provided. 3. DELIVERY OF ARTWORK. The City shall, using the City's own personnel and equipment, on July 8, 1998, pick up the Artwork from its present location at 2907 State Road 590. Suite 7, Clearwater. Florida 33759, transport the Artwork to the Harborview Center at 300 Cleveland Clearwater. Florida 33758, and place the same for display inside the Harborview Center. Such delivery shall be without any cost or expense to Owner. The City shall, on July 8, 1999, using the City's personnel and equipment, redeliver the Artwork t the Owner at 2907 State Road 590. Suite 7. Clearwater. Florida 33759. Such redelivery shall be without cost or expense to the Owner. Owner shall provide such access to the Owner's premises and all other locations as maybe necessary for the City to timely pick up and deliver the Artwork as herein provided. 4. 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 Agreement For Display Of Artwork ~ ." V( .\ ". (/ ) Harborview Center althe City from time to time deems appropriate. le City shall not charge any admission fee or other similar fee as a condition Of viewing the Artwork. 5. BARRIER AND SIGNAGE. At all times while the Artwork is on display in the Harborview Center, 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 Harborview Center 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 - Northside Engineering 6. WAIVER AND RELINQUISHMENT OF LIABILITY. The Owner irrevocably waives and relinquishes any and all claims of any kind or nature against the City, its officials, officers, agents and employees, 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 or control of the City 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. 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. Accordingly, the Owner acknowledges the value of said property does not exceed $25,000.00, which is the amount of insurance the Owner shall carry on the Artwork and agrees that it will obtain, at Owner's expense, such insurance policy or policies as the Owner deems appropriate to provide 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. 2 Agreement For Display Of Artwork I I 7. MISCELLANEOUS PROVISIONS: A. Entire Agreement. This Agreement for display of Artwork 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 both parties hereto. No failure of either party to exercise any power given to such party hereunder, or 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. 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. C. 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 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 Owner: Housch Ghovaee Northside Engineering Services, Inc. 2907 State Road 590 Suite 7 Clearwater, Florida 33759 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 herein, but notice of change of address is effective only upon actual receipt. 3 Agreement For Display Of Artwork D. City's Authlity. City warrants that it has all required authorl through official action of its City Manager to enter into this Agreement for Display of Artwork and to be bound by the terms thereof. E. 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 the terms thereof. F. Bidding Effect. This Agreement for Display of Artwork shall be binding upon the parties, their successors, assigns, and legal representatives. G. Interpretation. This Agreement for Display of Artwork shall be interpreted under and in accordance with the laws of the State of Florida. H. Construction of Agreement. This Agreement for 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. I. Attorney's Fees. In the event of any dispute or litigation arising under this Agreement for display of Artwork, the prevailing party shall be entitled to recover all reasonable attorney's fees and costs, including those at trial and upon appeal. 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: ~ v Michael 1. Roberto City Manager Approved as to form: Attest: ~ Assistan't City Attorney ~ E ENGINEERING SERVICES, INC. Witnesses: Its: fI-~ /d~+ 4 Agreement For Display Of Artwork I I EXHIBIT "A" 1. Bronze horse sculpture. Free standing. Approximately ~ actual size. 2. Swimming whales sculpture. Two bronze whales. Table top. Approximately 36" high. 3. Swimming fish sculpture. Two bronze fish. Table top. Approximately 36" high. 4. Greyhound dog sculpture. Free standing. Bronze. Approximately 30" high.