Loading...
AGREEMENT FOR DISPLAY OF ARTWORK (2) AGREEMENT FOR DISPLAY OF ARTWORK THIS AGREEMENT FOR DISPLAY OF ARTWORK made and entered into this 22nd day of January. 2007, by and between Roger Bansemer. 2352 Alligator Creek Road. Clearwater. Florida 33765 (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 Services 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 part of this Agreement for the Display of Artwork, and the parties acknowledge and agree that such recitals are true and correct. Page 1 of9 2. TERM: The Owner shall display the Artwork to the City for the period commencing on Januarv 22,2007 and ending on Januarv 22,2010 upon the terms herein provided. 3. DELIVERY AND INSTALLATION OF ARTWORK: The City, using the City's own personnel and equipment, on Julv 8, 1998, picked up the Artwork from its location at 2532 Alligator Creek Road, Clearwater, Florida 33765, and transported the Artwork to the MSB at 100 South Myrtle Avenue, Clearwater, Florida 33756 and placed the same for display inside the MSB. Such delivery was without any cost or expenses to the Owner. The City shall, upon termination of the Agreement, using the City's personnel and equipment, redeliver the Artwork to the Owner at 2532 Alligator Creek Road, Clearwater, Florida 33765. Such redelivery shall be without any cost or expense to the Owner. The Owner shall provide such access to the Owner's premises and all other locations as may be necessary for the City to timely pick up and deliver the Artwork as herein provided. 4. OWNER RESPONSIBILITIES 4.1 The Owner represents that the Artwork does not utilize any protected patent, trademark, or copyright and hereby indemnifies the City for any claims related thereto. Page 2 of9 4.2 The 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 The 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 similar fee as a condition of viewing the Artwork. 6. BARRIER AND SIGN AGE: 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 ofthe 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. Page 3 of9 At all times while the Artwork is on display at the MSB 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 Roger Bansemer 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 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. Should the Owner transfer title to the Artwork, the Owner will provide the City with written notification of the same immediately. 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. Page 4 of9 8.2 DamaJ!e to the 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~. $83 .000 ..o( 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 of 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, responsible 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, 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 Page 5 of9 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 the 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 hereofthat 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. Page 6 of9 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. 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 services (such as by way of example by 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 address set forth below: If to the City: City Manager City of Clearwater 112 South Osceola Avenue Clearwater, FL 33756 If to the Owner: Roger Bansemer 2532 Alligator Creek Road Clearwater, FL 33765 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. 11.3 Citv's Authoritv: The City warrants that it has all required authority through official action of its City Councilor City Manager, as required by City Code Page 7 of9 or policy, to enter into this Agreement for Display of Artwork and to be bound by the terms thereof. 11.4 Owner's Authoritv: The 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. 11.5 Survivin$! 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. 11.6 Intervretation: This Agreement for Display of Artwork shall be interpreted under an in accordance with the laws of the State of Florida. 11.7 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. 11.8 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 Page 8 of9 inapplicable and omitted, but such omissions shall not invalidate the remaining provisions of this Agreement. 11.9 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 caused this Agreement for Display of Artwork to be executed on the date first above written. CITY OF CLEARWATER, FLORIDA BY:~ ~_~.1C William Ii Home, City Manager Attest: ~ Laura Lipowski, Assistant City Attorney I By: ff~ A""e 04.// T Roger Bansemer Witness: ~. Page 90[9