HomeMy WebLinkAboutConley-Davey ADA - Cape Canaveral 2017 CITY OF CAPE CANAVERAL ART DONATION AGREEMENT
THIS AGREEMENT is made this '-3 t day of JJ%aA , 20 (—+-,by and between Mige
Conley Davey, (the "Artist"), and CITY OF CAPE CANAVERAL (the "City").
WITNESSETH:
WHEREAS,both the Artist and the City believe public art is a tremendous asset to the community;
and
WHEREAS, the Artist has created a work of art (Exhibit #A) which she wishes to donate to the
City for use as public art and which is more specifically described or depicted on Exhibit A hereto
attached; and
WHEREAS, the City is willing to accept the donation under the terms and conditions herein set
forth:
NOW THEREFORE, the parties agree as follows:
1. Artist does hereby irrevocably donate, transfer and convey to the City the work of art described
or depicted on Exhibit A hereto attached (hereinafter "Artwork") and legal title thereto. The
donation is for use as public art within the City and shall be effective as of the '3 day of
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2. The City agrees and does hereby accept the foregoing donation, which shall be entered into the
property record and inventory of the City, under the terms, qualifications and conditions as set
forth in this Agreement. The City retains the exclusive and sole right to locate the work in any
place it deems is appropriate for display to the public and/or city employees.
3. The City retains the right to relocate or permanently or temporarily remove the Artwork from
public display for any reason, in the sole discretion of the City, including, but not limited to:
hazards to public health, safety or welfare; or unsightly or deteriorated conditions of the Artwork.
This Section constitutes a waiver under the Visual Artists Rights Act of 1990, 17 USC § 106A, of
any right of the Artist to prevent removal or relocation of the Artwork.
4. The City retains the rights to use the Artwork for any purpose, including without limitation,
dismantling, salvaging or sale.
5. If City sells the Artwork they will notify the artist as to details of new owner so that she may
update her records in regards to provenance.
6. Prior to permanent dismantling, destruction, or salvage of the Artwork, the City shall provide
notice to the Artist addressed and delivered in accordance with Section 15 of this Agreement
offering the work back to the artist at no cost. Should the Artist choose to exercise its option to
reacquire the Artwork, the Artist shall notify the City within 15 days of receipt of the notice and
shall promptly begin communications with the City regarding the applicable terms and conditions
of pickup and removal of Artwork.
7. Failure by Artist to either respond to the City's notification within 15 days of receipt or to
promptly begin communications shall be deemed a waiver by the Artist of the Artist's option to
reacquire title and possession of the Artwork,
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CITY OF CAPE CANAVERAL ART DONATION AGREEMENT
8. The City will provide the same care to the Artwork that the city provides for comparable
property of its own. It is understood by the Artist and the City that all tangible objects are subject
to gradual inherent deterioration for which neither party is responsible. The Artist shall provide
written instructions (Exhibit #13) to the City for appropriate maintenance and preservation of the
Artwork to the extent that any special maintenance procedures are recommended.
9. Except for maintenance and cleaning as needed,the City shall make no alterations to the donated
Artwork without first receiving the written authorization of the Artist.
10. The Artist certifies that the Artwork is a unique work of art created by the Artist, and is not
subject to third party claims of royalties, or copyright or trademark infringement. The Artist
warrants that the Artwork, or a duplicate thereof,has not been accepted for sale elsewhere and that
it is free and clear of all liens from any source whatsoever. The Artist intends to relinquish all legal
claim of right to title, royalties, copyright or trademark of the Artwork.
11. Artist shall indemnify and hold harmless the City from any and all copyright, patent, trade
secret infringement or infringement of any proprietary right caused by Artist, and losses, costs,
liability, damages and expenses arising out of such claims or litigation asserted as a result thereof.
12. The City shall have the right to photograph or reproduce depictions of the Artwork at the sole
and complete discretion of the City while making every effort to give credit to Artist in any news
media publications/events where appropriate. It is understood that objects on exhibit may be
photographed by the general public.
13. The City, in accepting the donated Artwork, has made no determination of the value of the
donated art, and makes no representations or assurances as to the value of the donated art work,
for tax purposes or otherwise.
14. This Agreement, when executed, shall be fully binding upon and inure to the benefit of the
respective parties, their heirs, successors and assigns.
15. Any notice or other communication required or permitted hereunder shall be in writing and
shall be deemed to have been received upon personal delivery or three (3)days after mailing via
United States mail, registered or certified, postage prepaid, addressed as follows:
Artist: Mige Conley Davey
415 Lincoln Avenue
Cape Canaveral, FL 32920
Phone: 321-613-2273
City: City of Cape Canaveral
Attn: David L. Greene
105 Polk Avenue
Cape Canaveral, FL 32920
Mailing Address
P.O. Box 326
Cape Canaveral, FL 32920
Phone: 321-868-1220
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CITY OF CAPE CANAVERAL ART DONATION AGREEMENT
16. Any changes to the above addresses should be made in writing, in accordance with the terms
of this provision.
17. This Agreement shall be governed by and
construed pursuant to the laws of the State of Florida and the parties agree that venue with respect
to any dispute or litigation shall be in Brevard County, Florida or, for actions in federal court,
venue shall be properly placed in Orlando.
18. In the event any one or more of the provisions contained in this Agreement shall for any reason
be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provisions of this Agreement but this Agreement shall
be construed as if such invalid,illegal,or unenforceable provision had never been contained herein
and the same shall be enforceable to the fullest extent permitted by law.
19. Facsimile transmission of any signed original document, and retransmission of any signed
facsimile transmission, shall be the same as transmission of an original.
20.This Agreement may be executed in several counterparts,including exhibits,and all documents
so executed shall constitute one agreement which shall be binding on all parties hereto,
notwithstanding that all of the parties are not signatory to the original or the same counterpart.
21. This Agreement contains the entire understanding among the parties. All prior negotiations
have been merged into this Agreement and there are no understandings, representations, or
agreements, oral or written, express or implied, other than those set forth herein. This Agreement
shall not be modified or amended except by an agreement in writing signed by the parties.
22. No consent or waiver, express or implied,by either party,to or of any breach or default by the
other in the performance by the other of its obligations hereunder, shall be deemed or construed to
be a consent or waiver to, or of, any other breach or default in the performance by such other party
hereunder. Failure on the part of either party to complain of any act or failure to act of any other
party,or to declare any other party in default,irrespective of how long such failure continues, shall
not constitute a waiver by such party of its rights hereunder.
23. Each party shall be responsible for its own attorney's fees in the event of litigation arising from
this Agreement.
24. Artist is not a partner,joint venture, or employee of the City and the only relationship between
Artist and the City is that of an independent contractor. Artist is not entitled to workers
compensation benefits under the City's workers compensation and Artist is obligated to pay federal
and state income tax on all moneys earned under this Agreement.
25.The parties hereto agree to execute and deliver any additional document that maybe reasonably
required to complete and execute the responsibilities of the parties as set forth herein.
26. This Agreement will become effective as of the date of the last signature of the parties.
Signature page to follow.
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CI'T'Y OF CAPE CANAVERAL ART' DONATION AGREEMENT'
L--ADZ" ; ------CI'FY OF CAPE CANAVERAL
5 on ey e�ceoI I Davey David L. Greene City Manager
Print: Date: . —
Date:
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CITY OF CAPE CANAVERAL ART DONATION AGREEMENT
EXHIBIT B
Artist recommended care of oil painting.
1.Never lean the front or back surface of a stretched canvas on a pointed or sharp object,no matter
how small. This will leave a dent that will disfigure your work. If you must lean it against
something, lean it on the wood of its stretcher bars so that nothing presses against the canvas.
2. If you must transport the work, lay a flat piece of cardboard, mat board or similar firm material
over the front and back surfaces, and then wrap it in bubble wrap or Styrofoam wrap. Try not to
keep it wrapped up for too long as to avoid moisture buildup which might cause damage to the
work.
3. Prolonged exposure to direct sunlight will fade the colors in your oil painting. Please be aware
of this when choosing a location for your work. 4. The best place to hang a painting is on a wall
which has a wall stud where you can securely anchor the wall hooks, away from any heat source,
in a place of relatively stable and reasonable humidity and not in direct sunlight. 5. Appropriate
sized, sturdy hardware should be used when hanging your painting. Wall hooks should be driven
into the wall studs for maximum stability. 6. Paintings may be suspended on a metal hook secured
to the frame or from the appropriate weight painting (or picture) wire. Painting (or picture) wire
should be looped through eye screws, secured in the right and left sides of the frame, so that the
painting hangs from a double strand of wire. The end of the wire should be secured so that it does
not poke into the back of the canvas or the panel.
7. You might want to dust your painting regularly, so that a thick layer of dust does not build up
which will dry out the paint and possibly result in cracking and peeling. Do not spray anything
(like pledge) on the work. Dust with a soft, dry cloth. Your painting has been varnished with
Gamvar Wax Varnish which will protect and enhance the image but being wax based may collect
dust over time.
8. Never expose your painting to extreme heat, extreme cold, or to extreme humidity.
9. If something bad happens to the work (i.e. it crashes down on someone's head and gets a big
gash in it, or it needs cleaning beyond regular maintenance) bring it to a professional conservator
who can fix it properly.Don't do it yourself! Let them know that it has been varnished with Gamvar
Wax Varnish and they will know how to restore properly.
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