ACCEPTANCE OF A DONATION OF A WORK OF ART
AGREEMENT FOR ACCEPTANCE OF A DONATION OF A WORK OF ART
THIS AGREEMENT is made and entered into this //tL day of
~
2003, by and between the CITY OF CLEARWATER,
FLORIDA, a municipal corporation of the State of Florida, whose
address is P.O. Box 4748, Clearwater, Florida 33758-4748 ("Owner"
or "City") and the PANHELLENIC FEDERATION OF FLORIDA, and its
successors and assignees, whose address is C/O Michael Servos, 1020
Spruce Drive, Belleair Beach, Florida 33786 ("Donor") .
WHEREAS, the CITY welcomes and encourages proposals for gifts
of art that will enhance the community and complement its
buildings, grounds, and natural features; and
WHEREAS, it is the desire of City and Donor to establish the
terms and conditions under which a Work of Art shall be officially
accepted as a donation by the City and installed in a place to be
designated by the parties;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein,
and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties to this Agreement agree as follows:
ARTICLE 1. DEFINITIONS
1.1 Agreement - This document, Articles 1 through 14, and
other terms and conditions which are included in the exhibits and
1
documents that are expressly incorporated by reference.
1.2 Artist - The creator of the Work of Art
1.3 Donor - The individual or business entity donating a Work
of Art pursuant to this Agreement.
1.4 City - The City of Clearwater, Florida.
1.5 Owner - The City of Clearwater, Florida.
1.6 Si te - A site deemed appropriate by the parties for
placement of the Work of Art, located in Clearwater,
Florida.
1.7 Work - Any Work of Art donated under this Agreement.
1.8 Work of Art - Any work of art that is the subject of this
Agreement.
1.9 List of Exhibits - The following is the list of Exhibits
attached hereto and incorporated herein:
1.9.1 Exhibit "A": Description and Drawing of Work
1.9.2 Exhibit "B": Care and Maintenance Instructions
1.9.3 Exhibit "C": Timing for Performance
1.9.4 Exhibit "D": Nameplate Information
1.9.5 Exhibit "E": Release and Hold Harmless
Contractors
1. 9.6
1. 9.7
1. 9.8
1. 9.9
Exhibit "F":
Exhibit "G":
Exhibit "H":
Exhibit "I":
Bill of Sale
Warranty
Contractors Affidavit
Approval and Acceptance of Work
2
1. 9 .10
Exhibit "J": Certification of Completion and
Installation
1. 9.11
1. 9.12
Exhibit "K": Affidavit of No Liens
Exhibit "L": Copyright Agreement & Assignment
as to Donor
1. 9.13
Exhibit "M": Copyright Agreement & Assignment
as to Artist
ARTICLE 2. SCOPE OF SERVICES
2.1 Work Described. The City has approved the Donation of a
Work of Art ("Work"), to be installed at a location which is
mutually acceptable to the parties in Clearwater, Florida. The
Work consists of a statue titled, "Theodoros Greco, The First Greek
(Hellene)
in America".
Donor has determined the artistic
expression, scope, size, material, texture, color, location and
method of fabrication of the Work which have been reviewed and
accepted by the Owner as shown in Exhibit "A."
2.2 Donor Responsibilities. Donor shall perform or provide
all services and furnish all supplies, materials and equipment
necessary for the preparation of the Site, any necessary
engineering review, specifications, designs, cost of pedestal,
identification plaque, lighting, structural support, installation
of the Work, and be responsible for any other such related
supplies, materials, equipment and services as may become necessary
for completion and transference of the Work up to the time title to
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the Work passes to the City. Specifically, Donor agrees to provide
and pay for sod and any related materials for landscaping the Site
area and City agrees to provide and maintain irrigation system to
service and maintain Site. Any concrete surrounding the Site shall
be the concrete typically used by the City in the Site area. The
City will assist in the coordination of installation by devising a
plan for installation and incorporating it into the Site Plan prior
to approval by the proper permitting authorities. All electrical
specifications for lighting will be incorporated into Site plan for
approval. City will provide source of power for such lighting.
City agrees to remove the existing "reclaimed water" sign that is
in close proximity to the Site. In addition, the parties agree as
follows.
1. This Agreement shall not be executed by the City until
such time as all specifications and engineering designs
and plans are in there final form and have been accepted
and approved by any and all necessary departments within
the City of Clearwater and proper building permits
related thereto have been issued. Upon the execution of
this Agreement by the City, Donor shall commence the
installation of the Work in accordance with this
Agreement.
2. Donor agrees that the Work does not utilize any protected
patent, trademark, or copyright unless Donor has obtained
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proper permission and all releases and other necessary
documents. If the Work of Art donated by the Donor uses
any protected material, process, or procedure, Donor
shall disclose such patent, trademark, or copyright in
the construction drawings and technical specifications,
and provide an assignment conveying all rights to the
Work.
3. Donor shall provide written instructions for the routine
care,
maintenance,
and preservation of the Work,
(attached hereto as Exhibit "B"). The City acknowledges
that the Work shall suffer some ordinary wear and tear
but such wear and tear shall not be of such a nature to
affect the integrity or overall visual quality of the
Work of the Donor. If the integrity or quality is
compromised, Donor shall have the right to disown the
work as provided for in 10.2 herein.
4. Donor is responsible for acquiring all City, county,
state or federal permits necessary for the installation
of the Work and for paying all costs associated with such
permits.
5. Donor and Wo~k shall comply with all City, county, state
and federal regulations, laws and ordinances.
2.3 City's Right to Review Progress. The City shall have the
right to review the progress of the Work at all reasonable times.
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Work,
all studies,
completion of the
drawings, designs,
2.4 Ownership
installation of the
of Documents. Upon
maquettes, and models prepared and submitted to the City under this
Agreement by Donor shall become the property of City.
ARTICLE 3. DONATION
3.1 Consideration. Donor shall donate Work for the cultural
enrichment and beautification of the City and for the recognition
of a person or group of importance to the Donor.
3.2 Acceptance. Work of Art shall be deemed accepted once
the parties hereto have executed this agreement, Section 4.5 has
been complied with, and the Donor has provided the City with the
following:
iv.
written certification of installation of Work,
a written bill of sale conveying title of the
Work to Owner,
written instructions for the care,
maintenance, preservation and handling of the
Work pursuant to this Agreement,
a sworn statement of no liens, claims or other
encumbrances pursuant to this Agreement,
a written warranty pursuant to this Agreement,
written assignment of any and all warranties
i .
ii.
ii.
v.
vi.
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vii.
viii.
for materials used or labor performed by
subcontractors or other persons,
a written assignment conveying all rights,
including copyrights and waiver of all rights
under the Visual Artist's Rights Act of 1990
(Section 106A of the United States Copyright
Act; Pub. L. No. 101-650), (VARA), as amended
(VARA), from the Donor,
a written assignment conveying all rights,
Including copyrights, and an unconditional and
complete waiver of all rights under VARA from
the Artist, and obtaining City's final written
approval and acceptance of the Work pursuant
to this Agreement.
ARTICLE 4. TIME OF PERFORMANCE
4.1 Time of Performance Described. All services by Donor and
Donor's subcontractors shall be performed and completed in
accordance wi th Exhibit" C" . The Donor agrees to complete the
Work's installation and submit all required documentation for final
acceptance by , 2003.
4.2 Extensions by Ci ty. City shall grant a reasonable
extension of time to Donor in the event there is a delay on the
part of City in performing its obligations under this Agreement or
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if conditions beyond Donor's control or acts of God render timely
performance of Donor's services impossible or unreasonably
burdensome.
4.3 Special Extensions. The City Manager or his designee
shall have the authority to grant one extension for up to 90 days
for good cause.
4.4 Failure to Fulfill Obligations. Except as otherwise
provided herein, failure to fulfill obligations due to conditions
beyond either party's reasonable control will not be considered a
breach of contract provided that such obligations shall be
suspended only for the duration of such conditions.
4.5 Acceptance of Work upon Completion. City shall, in
writing, accept or reject the Work within five (5) business days of
the completion of installation by Donor and receipt by the City of
written notice of completion and all other documents required in
this Agreement. The City may only reject the Work if it does not
meet the plans and specifications set forth herein or Donor does
not submit all documents required in this Agreement. If the City
fails to accept the Work, City shall give Donor written notice of
such failure to accept, the reasons therefore and a reasonable
opportunity to correct such noncompliance.
ARTICLE 5. GENERAL CONDITIONS
5.1 Incapacity of Donor. In the event of the dissolution or
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other incapacitating event of Donor to the extent it is unable to
proceed with the Work in accordance with the Agreement, City shall
have the option of terminating this Agreement upon ten (10) days
advance written notice to Donor or Donor's representative.
1. If it is determined by Donor and City that the Work is
capable of adequately being completed by a party chosen
by Donor, following Donor's instructions, and such party
agrees to accept Donor's obligations hereunder, City
shall not terminate Agreement under this paragraph.
2. Should Donor fail to complete the installation of the
Work as contemplated herein, or abandon the installation
of the Work in any manner, and the City and Donor do not
agree to a third party to complete the installation, the
City may, at its discretion, contract unilaterally with
another party for completion thereof or after giving
notice as provided for in Section 10.7 herein, the City
shall have the right to proceed with removal, alteration,
demolition, or otherwise take any action affecting Work,
subject to the Donor's right to remove the Work from the
Site within five (5) days.
5.2 Equal Employment Opportunity and Non-Discrimination. In
connection with the execution of this Agreement, Donor or Donor's
subcontractors shall not discriminate against employees or
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applicants for employment because of race, religion, color, age,
sex, ancestry, marital status, disability, place of birth or
national origin.
5.3 Publicity and News Releases. Donor shall not, during the
performance of this Agreement, disseminate publicity or news
releases regarding the Work without prior written approval of City.
5.4 Public Records and Immediate Cancellation. The Donor
agrees that all public records in Donor's possession shall be
immediately produced upon demand therefore by the City. This
Agreement may be immediately terminated by City for refusal by
Donor to allow public access to all documents, papers, letters or
other materials subject to the provisions of Chapter 119, Florida
Statutes, and made or received by Donor in conjunction with this
Agreement. If Donor does not produce any public record as provided
herein; then, in the event that the City is subjected to legal
action under the public records law, the Donor shall pay the
City its costs and attorneys' fees to defend the action and will
pay any judgment entered against the City in that action.
5.6 Nameplate. The Donor may, at Donor's expense, include a
permanent and proper nameplate, which shall include the name of the
Work, the name of the Donor, and the date of installation, attached
hereto as Exhibit "D". The design and location thereof must be
mutually agreed to by the Donor and City. If the Donor provides a
nameplate or if no nameplate is provided and the City wishes to
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provide a nameplate, or if the nameplate provided by the Donor is
replaced, the nameplate should, at a minimum, include the
information set forth in this paragraph.
ARTICLE 6. WARRANTIES
6.1 Warranty of Title. Donor warrants that the Work covered
by this Agreement shall be unique, an edition of one, and not
infringe on any copyright. Donor warrants that Donor has the legal
right to transfer title of the Work. In addition, Donor shall
deliver the Work free and clear of any liens, claims or other
encumbrances of any type arising from the acts of the Donor.
6.2 Warranty of Quality. The Donor warrants that upon
installation, the Work shall be free of defects in material and
workmanship and that the Donor shall correct any such defects which
appear for a period of five (5) years from final acceptance of the
Work at the Donor's expense. The Donor also warrants that materials
and workmanship involved or utilized in the installation process
shall be of acceptable quality, whether performed by Donor,
subcontractors, or any other party, resulting in an installed Work
that shall be free from defects as described above.
ARTICLE 7. TITLE AND COPYRIGHT
7.1 Donor Responsibili ty. Donor shall execute all lawful
documents I including assignments, which City shall deem necessary
or desirable to fully acknowledge City's ownership interest in the
Work and to effectuate any assignment and this Agreement.
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7.2 Title. Title to the Work shall vest in City upon delivery
of the Bill of Sale by Donor and execution of all documents related
hereto and required herein. At such time, all rights of title and
ownership will be conveyed to the City and the Work of Art shall
become the sole property of the City and all future decisions
regarding the use and continued ownership of such property will be
within the sole and unconditional discretion of the City. As owner
of the Work, City may exercise any and all rights of ownership
including, but not limited to, sale, relocation, removal or
destruction of the Work, subject to the Right of First Refusal by
the Donor, as specified herein. Artist and Donor waive all rights
in the Work, including those rights under the Visual Artist' s
Rights Actt as amendedt unless otherwise provided for herein.
If for any reasont whatsoevert the City removes the Work from
the proposed and agreed upon locationt and the City does not choose
to relocate the Work or otherwise display the Workt the Donor shall
have the Right of First Refusal to regain possession and title of
the Work. Under such circumstancest the Donor shall be responsible
for any and all related expensest including but not limited tOt
actual removal of the Workt any related transportation costs during
removal, and reconstruction and repair of the Site. At such time
as the Work is removed by the Donor in accordance with its Right of
First Refusal hereunder, the City shall execute documents to
transfer ownership and title back to the Donor.
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7.3 Copyright. City obtains all rights of the Donor and
Artist, including copyright under the Copyright Act of 19761 17
U.S.C. ~~ 101 et. seq'l as amended, except as such rights are
limited by Article 7 of this Agreement.
7.4 Limi tations on Donor. The Work in its final dimension
shall be unique. The Donor shall not make any exact duplicates of
the final Work 1 nor shall the Donor grant permission to others to
do so, except with the written permission of the City.
7.5 License to Donor. City grants to Donor and its assigns an
irrevocable license to make two-dimensional reproductions of the
Work for noncommercial purposes 1 includingl but not limited to
reproductions used in marketing, advertising 1 brochures, media
publicity and catalogues or other similar publications provided
that such reproductions of the Work must be made in a professional
and tasteful manner 1 as determined by the City in its sole
discretion.
7.6 Credit to Donor. The City shall use its best efforts, in
all reproductions by the City which are reproductions solely of the
Workl to give credit to the Donor in substantially the form:
["Theodoros Greco1 The First Greek (Hellene) in America" Donated by
the Panhellenic Federation of Florida] .
7.7 Credit to City. The Donor shall use its best efforts to
give a credit reading substantially, "all original work owned by
the City of Clearwater, Florida" in any public showing or
13
distribution to the public of any reproductions of the Work which
have been authorized by City and which are under the Donor's
control.
8.1
shall be
ARTICLE 8. RISK OF LOSS AND INSURANCE
Risk of Loss. The risk of loss or damage to the Work
borne by the Donor until final installation and
acceptance, and the Donor shall take such measures as are necessary
to protect the Work from loss or damage until final installation
and acceptance. Donor shall be responsible for and correct any and
all damage to the structure 1 property or Site caused as a result of
the installation.
8.2 Damage to Work. Should any repairs to the structure
become necessary or if the Work is damaged in any way, the City
shall not have any liability or responsibility for the replacement
or repair of the Work.
8.3 Insurance. Donor shall arrange for, and/or insure that
Donor and all subcontractors have, or are covered by, publ ic
liability and property damage insurance and Worker's Compensation
Insurance to protect Donorl City and any subcontractor performing
work covered by or related to this Agreement, from claims for
damage for personal and bodily injury, including accidental death,
as well as from claims of property damage, which may arise from
operations under this Agreement whether such operations are by
Donor or by any subcontractor or anyone directly employed by either
14
of them in the amounts as follows:
1. Unless otherwise exempt, Worker's Compensation Insurance
for Donor, his subcontractors, and his employees as
required by Chapter 440, Florida Statutes.
2. Public Liability Insurance, in amounts not less than
$300,000 per occurrence for bodily injury and products
and completed operations coverage, and $50,000 per
occurrence for property damage.
1. The City must be shown as an additional named
insured with respect to this coverage.
ii. The insurance coverage required shall include those
classifications, as listed in standard liability
insurance manuals, which most nearly reflect the
operations of Donor.
iii. All insurance policies required above shall be
issued by companies authorized to do business in
the State of Florida, with the following
qualifications as to management and financial
strength: the company must be rated not less than
"A" as to management, and not less than Class "XI
as to strength, by the latest edition of Best's
Insurance Guide, published by A.M. Best Company,
Oldwick, New Jersey, or its equivalent.
iv. Donor shall furnish a certificate of insurance to
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Ci ty prior to the commencement of operations on
City's property, which certificate shall clearly
indicate that the Donor and/or his/her
subcontractors have obtained insurance in the type,
amount and classification as required for strict
compliance with this section and that no material
changes or cancellation of insurance will be
effective without thirty (30) days prior written
notice to City, despite any changes to or
cancellation of insurance.
5. Donor remains responsible for maintaining the
required insurance coverage until the Work is
completed, installed and accepted in writing by the
City. Compliance with the foregoing requirements
shall not relieve Donor of his/her liability and
obligations under this Agreement.
6. The certificate of insurance shall continue to
remain in force until final acceptance by the City.
ARTICLE 9. INDEMNIFICATION AND RELEASE
9.1 Indemnification. Donor agrees to indemnify and hold free
and harmless, assume legal liability for and defend the City and
its officers, employees, agents 1 and servants, whether they are
current or former, from and against any and all actions, claims,
16
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, or 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 Donor and/or
his subcontractors, employees, and agents in connection with
Donor's performance pursuant to this Agreement.
9.2 Indemnification Based on City Actions not Required after
Title Passes. The Donor's obligation under this paragraph shall
not include indemnification of the City and its officers,
employees, agents, and servants whether they are current or former,
from and against any actions, claims, liabilities, assertions of
liability, losses, costs and expenses which arise or are alleged to
have arisen from negligent acts or omissions or other wrongful
conduct of the City and its officers, employees, agents, and
servants whether they are current or former, or for negligent acts
or omissions or other wrongful conduct by City which occurs or is
alleged to have occurred after title to the Work passes to the City
in accordance with this Agreement.
The parties each agree to give the other party
9.3 Notice.
17
prompt notice, as provided for herein (13.1), of any claim coming
to its knowledge that in any way directly or indirectly affects the
other party.
9.4 Release. Donor does hereby release, remise 1 satisfy, quit
claim and forever discharge the City from any and all actions,
claims and demands that Donor ever had, now has or may have or that
any person claiming through the Donor may have against the City as
a result of, arising out of or in connection with this Agreement
except those directly resulting from a breach of this Agreement by
City. Donor shall require any person working on the Site or the
Work to execute a release in favor of City in substantially the
form attached hereto as Exhibit "E" and deliver it to City prior to
such person performing any Work or other related activity on the
si te. Failure to provide said release shall result in Donor
indemnifying City as provided for in Article 9 herein.
ARTICLE 10. MAINTENANCE, RESTORATION AND REMOVAL
10.1 Maintenance. The City recognizes that the maintenance of
the Work on a regular basis will be necessary and shall clean and
maintain the work in conjunction with the normal maintenance and
cleaning procedures for the Work based on the Donor's written
instructions therefore provided pursuant to this Agreement.
10.2 Failure to Maintain Work. In the event that the City
fails to maintain the Work in good condition, the Donor shall have
the right to disown it as its donation and require that references
18
to the Donor on the nameplate be removed from the Work until its
condition is satisfactorily repaired.
10.3 Restoration. After final acceptance of the Work, the
City shall have the right to determine when and if repairs and
restorations to the Work will be made.
10.4 Alteration of the Work. The City agrees that it will
not intentionally alter, modify or change the Work without the
prior written approval of the Donor.
10.5 Removal of Work. City has the right to remove the Work
from the Site for any reason. If the City removes the Work, it may
make reasonable efforts to place the Work on other suitable
property of City, store the Work in its entirety in a safe
locationl place the Work on suitable non-City owned property,
dispose of, sell or donate the Work, subject to the Donor's Right
of First Refusal to regain possession of the Work as provided for
herein.
10.6 Deaccession. Works of art placed on City property will
be reviewed by the City Commission on a regular basis and
deaccessioned, if necessary. The Work may be deaccessioned for any
reason, including deterioration or repairs requiring major expense.
10.7 Notice to Donor for Removal of Work. City will make a
good faith effort to notify Donor at the address provided for
notification herein, of any proposed action to remove the Work from
its original Site. If a suitable replacement site is not found,
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notice shall be given to the Donor, in writing, allowing the
opportunity for the Donor to exercise its Right of First Refusal.
In the event that Donor fails, within thirty (30) days of receipt
of such notice to participate in the planning for the removal of
the Work, City shall have the right to proceed with the removal of
the Work, store the Work or otherwise dispose of the Work.
ARTICLE 11. DEFAULT AND TERMINATION
11.1 Default Defined. The failure of either party to comply
with any provisions of this Agreement shall place that party in
default.
11.2 Default: Notice of Termination. Prior to terminating this
Agreement, except as otherwise provided herein, the non-defaulting
party shall notify the defaulting party in writing stating
specifically the provisions which are alleged to give rise to the
default.
11.3 Default by Donor. If the City terminates this Agreement
pursuant to this Article before final acceptance of the Work by the
City, Donor shall forfeit any rights provided by this Agreement and
shall remove any existing materials from the Site at its own costs.
11.4 Default by City. If the Donor terminates this Agreement
pursuant to this Article, the City shall forfeit any rights
provided by this Agreement.
11.5 Waiver. The failure of either party to exercise this
20
right shall not be construed as a waiver to such a right.
ARTICLE 12. SPECIAL CONDITIONS
12.1 None.
ARTICLE 13. NOTICE TO PARTIES
13.1 Notice of Documents.
All notices required under the
terms of this Agreement shall be sent to the following:
TO CITY:
TO DONOR:
William B. Horne II
City Manager of Clearwater
P.O. Box 4748
Clearwater, FL 33758-4748
Michael Servos, President
Panhellenic Federation of
Florida
1020 Spruce Drive
Belleair Beach, FL 33786
With a copy to:
City Attorney
P.O. Box 4748
Clearwater, FL 33758-4748
13.2 Change of address. Notice of change of address of Donor
may be made by sending notice which specifically and clearly
identifies this Agreement by certified mail to the address provided
herein with a copy to the City Clerk and City Attorney's Office.
13.3 Failure to Notify City of Change of Address. If Donor
fails to notify City of change of address, Donor waives all rights
that are granted in this Agreement that require notice to the
Donor.
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ARTICLE 14. MISCELLANEOUS
14.1 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.
14.2 Surviving Covenants. The covenants and obligations set
forth in this Agreement shall survive the delivery and final
acceptance of the Work and shall be binding upon the parties, his
heirs, legatees, executors, administrators, assignsl transferees,
and all his successors in interest.
14.3 Severability. 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.
14.4 Captions. The captions are inserted only as a matter of
convenience and for reference, and in no way define, limit, nor
describe the scope of this Agreement, nor the intent or content of
any provision contained herein.
14.5 Waiver. No waiver of any provision of this Agreement or
22
any breach thereof shall be construed as a continuing waiver or
shall constitute a waiver of any other provision or breach.
14.6 Law and Forum. This Agreement shall be construed under
the laws of the State of Florida, and any action arising hereunder
shall be brought in Pinellas County, Florida, or, if in Federal
Court, the Middle District of Florida, Tampa Division.
14.7 Construction. Should any provision of this Agreement
require judicial interpretationl the court interpreting or
construing the same shall not construe it against one party more
strictly by reason of the rule of interpretation that a document is
to be construed more strictly against the party who itself or
through its agents prepared the same, as each party has
participated in the preparation of this Agreement and each party
consulted with independent legal counsel of its own selection or
waived its right to do so prior to the execution of this Agreement.
14.8 No Third Party Beneficiaries. Neither Donor nor City
intends to directly or indirectly benefit a third party by this
Agreement. Therefore, the parties agree that no third party shall
be entitled to assert a claim against either of them based upon
this Agreement. The parties expressly acknowledge that it is not
their intent to create any rights or obligations in any third
person or entity under this Agreement.
14.9 Incorporation by Reference. The "Exhibit List", herein,
specifically, Exhibits A through N, are upon their execution by a
23
party to this Agreement incorporated into and made a part of this
Agreement.
14.10 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.
IN WITNESS WHEREOF, the parties hereto have executed these
DONOR:
President
of Florida
presents for the purposes
STATE OF FLORIDA )
COUNTY OF PINELLAS
~. The foregoing instrument waS~ledged before. me this
~~ day of ttn~""1- 1 2003, by e.( I.)PY-vcS , President,
Panhellenic ~ of Florida, who is personally known to me or
who has produced as identification and who did take an oath.
NOTARY PUBLIC:
Sign~~
Print E Gt> pe
Stat of Florida
My Commission No. :
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24
Countersigned:
FLORIDA
Approved as to form:
~
/'
Laur powski
Assistant City Attorney
CITY OF CLEARWATER,
By,~~.LL ~
William B. Horne.II
City Manager
Attest:
~ ... ~..
. ~ ", t1L: .1- GLth
Pnl?'t ~ ~u ."~
~",-ity Clerk
25
EXHIBIT "A"
DESCRIPTION AND DRAWING OF WORK
Title: "Theodoros Greco" the First Greek (Hellene) in America
Artist: John Mazzolini
Mazzolini Artcraft Co., Inc
1607 East 41 st Street
Cleveland, Ohio 44103
(216) 431-7529
Medium Casted Bronze Sculpture
Year: 2003
Dimensions: Statue is 6.5 feet tall on a 7ft. base. Overall height is 13.5 ft.
Description: This life size cast bronze sculpture is in the likeness of "Theodoros
Greco" who is thought to be the first Greek in America. He arrived at the
coast of western Florida, somewhere around where Tampa or Clearwater
is located today, on April 14, 1528. This Greek seaman was part of a
Spanish expedition.
Owner: Panhellenic Federation of Florida
Contact: Michael Servos, President
Address: 1020 Spruce Drive,
Belleair Beach, FL 33786
Value of Work: $75,000.00
26
THEO~O~OS G~ECO
oooH IITOPIA TaN EMHNON
ITHN AMEPIKH APXllEl EAQ 000
1 4 AnPIJ\IOY 1 528
EXHIBIT "B"
GENERAL CARE AND MAINTENANCE GUIDELINES FOR BRONZE WORK
*see attached instructions
27
Jul.31. 2003 8:57AM MAZZOLlNI ARTCRAFT CO.,
fA
No.54!7 P.l
Mazzolini flrtcraft CompanyPo' ~n(i1
ESTABLISHED 1904
1607 EAST 41st STREET · CLEVELAND, OHIO 44103 Q 2U;.,~:>. 'h;:~:I.'
'-~ F.i~..":< (:. (~...c.:'.:-'. . .. ) ',:" .
General Preventative Maintenance
For Bronze Statues
1. Wash the statue using a mild detergent and a soft natural brusi":.
(vegetable brush) When finished, rinse with clean fresh water: an.d
then dry the statue completely.
2. After cleaning, apply a coat of wax to seal the t3tatue (use old
fashioned Johnson's paste wax.) using a soft br.lsb. or rag. GJlfer
the bronze generously, but be sure to brush it O1lt very well. I:, is
important that you prevent wax buildup in the i.mden-;uts and h::l.:rd
to reach places. Those areas, because of the wax ';:mildup can. '~~old
dirt and debris, and be unsightly.
3. Following the directions of the wax manufacturer: allow the Vvax to
dry, and then hand buff to a soft sheen using a. clean terryc1ot~l
towel.
4. This process should be repe.ated 1~2 times a yea.r or as needed to
maintain the look of the original patina
PRELIMINARY DESIGN
NOT FOR
CONSTRUCTION
DATE .,\~.~\.~ _~
EXHIBIT "c"
TIMING FOR COMPLETION AND INSTALLATION OF WORK
28
28
EXHIBIT liD"
NAMEPLATE INFORMATION (LANGUAGE AND PLACEMENT)
"THEODOROS GRECO"
THE FIRST (GREEK) HELLENE IN AMERICA
"THE HISTORY OF (GREEKS) HELLENES IN AMERICA STARTS HERE"
On April 14, 1528 Theodoros Greco arrived at the coast of western Florida,
in the Clearwater area, with a Spanish expedition.
For more information, visit: http://www.hellenes.com/Theodoros.html
This statue was donated to the City of Clearwater by:
Michael Servos
President of the
Panhellenic Federation of Florida
April 14, 2004
29
EXHIBIT "E"
RELEASE AND HOLD HARMLESS AGREEMENT
THIS RELEASE and HOLD HARMLESS AGREEMENT ("Agreementll) is made
this ___ day , 2003 by his heirs,
successors and assigns (collectively "Worker") for the benefit of
the City of Clearwater, Florida ("City").
WHEREAS, at the request of the panhellenic Federation of
Florida (IIDonor"), the City has agreed to accept a Work of Art
(herein "proj ect") and Worker has agreed with Donor to help
implement the Project by providing labor or other services.
WHEREAS, pursuant to Donor's Agreement with the City, Worker
must execute this Agreement in favor of the City prior to working
on the Project or Project site in order to protect the City from
certain liabilities.
NOW, THEREFORE, in order to induce the City to accept the
proj ect and allow Worker to work for Donor on the proj ect or
Project site and as consideration therefore, the Worker agrees as
follows:
1. Worker does hereby remise, release, satisfy, quit claim
and forever discharge the City from any and all actions, claims and
demands that Worker ever had, now hasl or may have against the City
as a result of or in connection with the implementation of the
Project.
2. Worker agrees to indemnify and hold and save the City
harmless from any and all damages, loss or liability occurring by
reason of any injury of any person or property which may occur as a
result of or in connection with the implementation of the Project
or occasioned by an act or omission, neglect, or wrongdoing of the
Worker.
3. Worker will, at Worker's own cost and expense, defend and
protect the City against any and all such claims or demands which
may be claimed to have arisen as a result of or in connection with
the implementation of the Project.
WORKER
Sign:
Print:
Address:
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing
day of
personally known to
who did not take an
instrument was acknowledged before me this ____
2003, by who is
me or who has produced as identification and
oath.
NOTARY PUBLIC:
Sign
Print
State of Florida
My Commission No. :
EXHIBIT "F"
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS that the panhellenic Federation
of Florida ("Donor"), for acceptance by the City of a donation of a
Work of Art and other good and valuable consideration, the receipt
whereof is hereby acknowledged, does by these presents donate,
grant, bargain, transfer and deliver to the City of Clearwater,
Florida, its successors and assigns, the work of art titled
"Theodoros Greco, The First Greek (Hellene) in America".
TO HAVE AND TO HOLD the same unto the CitYI its successors and
assigns forever.
IN WITNESS WHEREOF, Donor has hereunto set his hand and seal
this _ day of
, 2003.
Michael Servos, President,
panhellenic Federation of Florida
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this ____
day of 2003, by President 1
panhellenic Federation of Florida, who is personally known to me or
who has produced as identification and who did not take an oath.
NOTARY PUBLIC:
Sign
Print
State of Florida
My Commission No. :
EXHIBIT"G"
WARRANTY
The Panhellenic Federation of Florida (IIDonorll) hereby
warrants the work of art titledl "Theodoros Greco, The First Greek
(Hellene) in America," to be free from defects in materials or
workmanship for five (5) years from the date of the written final
acceptance by the City. Donor shall immediately correct any such
defects which appear during that period at Donor's own cost and
expense.
This warranty is in addition to all other warranties,
statutory
or
otherwise,
express
or
impliedl
all
other
representations to the City and all other obligations or
liabilities with respect to such work of art including implied
warranties of merchantability and fitness.
IN WITNESS WHEREOF, Donor has hereunto set his hand and seal
this _ day of
, 2003.
Michael Servos, President,
Panhellenic Federation of Florida
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument
day of , 2003, by
Federation of Florida, who is
produced as identification and
was acknowledged before me this ____
, President, Panhellenic
personally known to me or who has
who did not take an oath.
NOTARY PUBLIC:
Sign
Print
State of Florida
My Commission No.:
EXHIBIT "H"
CONTRACTOR'S AFFIDAVIT
STATE OF FLORIDA
COUNTY OF PINELLAS
On this day personally appeared before me, the undersigned
authority,
duly authorized to administer oaths and take
acknowledgments,
(Contractor), who after being
first duly sworn by me, on oath, deposes and says:
That I am the general contractor under an agreement executed
on the
day of
20031 between the panhellenic
Federation of Florida, and the City of Clearwater, that I installed
the work of art titled "Theodoros Greco, The First Greek (Hellene)
in
America"
currently
located
at
, Clearwater, Florida
for a total price of $
and that said installation is now
completed and finished.
That I have paid and discharged all subcontractors, laborers
and materialmen and that there are no liens outstanding of any
nature nor any debts or obligations out of which could arise a lien
or encumbrance.
That I am making this affidavit upon consideration of the
payment to me of $
in full satisfaction and discharge of
said contract or agreement.
IN WITNESS WHEREOF, Contractor has hereunto set his hand and
seal this ____ day of
, 2003.
Sign:
Print:
NOTARY PUBLIC:
Sign
Print
State of Florida
My Commission No. :
EXHIBIT "I"
APPROVAL AND ACCEPTANCE OF WORK
"Theodoros Greco, The First Greek (Hellene) in America
"
The Panhellenic Federation of Florida ("Donor") has installed
the work of art, entitled "Theodoros Greco, The First Greek
(Hellene) in America" ("Work") located at
, Clearwater, Florida, in a manner that
meets all the requirements of the Agreement dated
2003, the Donation of a Work of Art Agreement between the
panhellenic Federation of Florida, and the City of Clearwater
("Owner"). Owner hereby approves and accepts ownership of Work.
DATE:
CITY OF CLEARWATER, FLORIDA
By:
William B. Horne II
City Manager
EXHIBIT "J"
CERTIFICATION OF COMPLETION AND INSTALLATION
"Theodoros Greco, The First Greek (Hellene) in America"
Donor: Panhellenic Federation of Florida
Work: "Theodoros Greco, The First Greek (Hellene) in Americall
Location: , Clearwater, Florida.
The above-named work is installed and 100% completed as required by
the Agreement For the Acceptance of a Donation of a Work of Art
entered into on , 2003 by the Panhellenic Federation of
Florida and the City of Clearwater.
DATE:
Michael Servos, President,
panhellenic Federation of Florida
EXHIBIT "K"
AFFIDAVIT OF NO LIENS
STATE OF FLORIDA )
COUNTY OF PINELLAS)
On this day personally appeared before me, the undersigned
authori ty, duly authorized to administer oaths and take
acknowledgments, Michael Servos, President, Panhellenic Federation
of Florida, who after being first duly sworn by me under oath
deposes and says:
1. I am the owner of a Work of Art entitled "Theodoros Greco,
The First Greek (Hellene) in Americall.
2. There are no liens, claims or other encumbrances on the
Work of Art and that I am the sole owner and creator of said Work
of Art.
3. I have paid and discharged
materialmen, if any, and that there are no
nature nor any debts or obligations out of
or encumbrances on the Work of Art.
all subcontractors or
liens outstanding of any
which could arise a lien
4. I am making this Affidavit upon consideration of the
acceptance of a donation of a work of art and such other good and
valuable consideration.
IN WITNESS WHEREOF, Donor has hereunto set his hand and seal
this ____ day of , 2002.
Michael Servos, President,
panhellenic Federation of Florida
P.O. Box 516
Palm Harbor, FL 34682-0516
NOTARY PUBLIC:
Sign
Print
State of Florida
My Commission No. :
EXHIBIT "L11
COPYRIGHT AGREEMENT AND ASSIGNMENT AS TO ARTIST
The Panhellenic Federation of Florida ("Donor"), for and in
consideration of the acceptance by the City of Clearwater of a
donation of the Work of Art entitled "Theodoros Greco, The First
Greek (Hellene) in America," which is owned by me, hereby assign to
the City of Clearwater, Florida, title and full rights of ownership
and copyright and any other rights in the Work of Artl including
those rights under the Visual Artist I s Rights Act, as amended.
Donor agrees to present City with a written assignment by the
Artist of all rights, including copyright and those rights under
the Visual Artist's Rights Act, as amended.
I further assign to the City of Clearwater any and all
warranties for materials used and labor performed by subcontractors
or other persons, if anYI which I hold to the City.
I further agree that I will execute any and all further lawful
documents including assignments which the City shall deem necessary
or desirable to fully effectuate this Agreement and Assignment.
IN WITNESS WHEREOF, Donor has hereunto set his hand and seal
this ____ day of , 2003.
Michael Servos, President
panhellenic Federation of Florida
P.O. Box 516
Palm Harbor, FL 34682-0516
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing
day of
personally known to
who did not take an
instrument was acknowledged before me this
2003, by who is
me or who has produced as identification and
oath.
NOTARY PUBLIC:
Sign
Print
State of Florida
My Commission No. :
EXHIBIT "M"
COPYRIGHT AGREEMENT AND ASSIGNMENT AS TO DONOR
II ("Artist"), the creator of a Work of Art
entitled "Theodoros Greco, The First Greek (Hellene) in America"
upon the request of the panhellenic Federation of Florida
("Donor"), hereby assign to the City of Clearwater, Florida, any
and all rights in the Work of Art herein referenced, including
copyright and those rights under the Visual Artist's Rights Act, as
amended.
In consideration for such waiver of rights, I have the license
to make (a) reproductions of the Workl including models, for
noncommercial purposes I including, but not limited to reproductions
used in marketing, advertising, brochures, media publicity and
catalogues or other similar publications and (b) photographs,
postcards, prints and tee shirts including the Work for commercial
purposes, provided that such reproductions of the Work must be made
in a professional and tasteful manner, as determined by the City in
its sole discretion.
I further waive any and all rights or interests in the Work of
Art herein referenced, including copyright and those rights under
the Visual Artist's Rights Act, as amended.
IN WITNESS WHEREOF, Artist has hereunto set his hand and seal
this ____ day of , 2003.
Artist:
Address:
(sign)
(print)
STATE OF
COUNTY OF
The foregoing instrument
day of 2003,
personally known to me or who
as identification and who did
was acknowledged before me this
by who
has produced
not take an oath.
is
NOTARY PUBLIC:
Sign
Print
State of
My Commission No. :