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HomeMy WebLinkAboutSeeback ADA 2018 - Executed CITY OF CAPE CANAVERAL ARTDONATION AGREEMENT THIS AGREEMENT is made this 20 day of January, 2018, by and between Robert Seeback, (the "Artist"), and CITY OF CAPE CAN AVERAL (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 which she/he 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 5 day of February, 2018. 1 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 terins, 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 shall not permanently remove the Artwork without providing Artist with a right of first refusal to reacquire the Artwork pursuant to terms and conditions as may be established by the City. Prior to permanent removal of the Artwork.,the City shall provide notice to the Artist addressed and delivered in accordance with Section 12 of this Agreement. 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 negotiating with the City regarding the applicable terms and conditions. Failure by Artist to either respond to the (.7ity's riot i fi cation within 15 days of receipt or to promptly begin negotiations shall be deemed a waiver by the Artist of the Artist's option to reacquire,title and possession cat" tine Artwork, and the City may thereafter use the Artwork for any purpose, includhig , without lirnitation,dismantIffig, salvaf.,ping or Sale, 5. 11e City will provide the sarne care to the Arlwofl(.that the city provides for comparable propexty of its own. It is understood by the Artist and the("'ity th.at all tangible objects are subject to W-adual inherent deteriorationfor which neither party is, responsible. The ,Ailist shall provide writt"m instructions to the City for appropriate maintenance and preservation of the Artwork to the extent that anyspecial rnaintenance procedures are n.-commended, 6. Except for maintenance and cleaning as netkied.,the City shall make aro alterations to the donated Artwork witbout first receiving the wn tten aiathorization of the Artist, T The Artist ceitifies that tine Artwork is a unique work of art created by the Artist,and is not sub ect to third pw,ty claims of royalties, or copy6ght,or tradernark infringement. Tlie.Artist warrants that the Aitwork, or a duplicate tbereof, has not been accepted for sale elsewhere and that,it is free and clear of all liens frown any source whatsoever, The Artist intends to relinquish all legal clairn ofrif; ,fit to title,royalfles,cqpyrig.lit or trademark of the Artwork.,, & Artist shall indernnify and hold harmless the City ftom ally and all copyright, patent, trade secret infringement or infi-higement of any propiietwy 6ght caused by .Artist, and losses, costs, liability, damages and experises arising out. of such claims or litigation asserted as a result thereof. 9,, The City, shall have the right to photograph or reproduce depictions of tine;Artwork at the sole and uornplete discretion of tine City while rnakfiig every effbrt to give credit tea mist in any news media publications/events where appropriate. It is und.enstood that obJects on exhibit may be photographed by the general public, 10, The City, in acceptingthe donated Artwork,hasynadenc)determi-nation of the value ofthe doriatcd ail, and makes,no representations or,assurances, as to the value ofthe donated art:work-, for tax purposes or otherwise. 11, This Agreement,when exec,ated, shall be fu llybin ding upon and in ure to glee benel"it of the respective parties, their heirs, successors and assigns. 12, Anyrrofice orother communication required orpermitted 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 ceilified, postage prepaid, addressed as fbllows., Ailist: Robert Seeback, 312 Lincoln Ave Cape Canaveral, FL 32920 321-412-5290 City: City of Cape Canaveral David L Greene 100 Polk Avmiue Cape Canaveral, FL 32920 Mailing Address RO, Box 326 ('ape Canaveral,FI,32920 Phone (321) 868­1220 Any chwiges to the above ad(iresses should be made in. wnting, in accordance with the terms ofthis provision, 13. "blahs ,Agre=ent shall lie govemed boy and construed pursuant U) the laws offfie State offlorida and tine parties agree that venue with respect to any dispute or litigation shall be in Brevard County, Florida or, for actions in federai court, venue shall 1.,)e properly placed in Orlando. 14. In the event any one or more, ofthe provisions containex], in this Agreement shall For any reason be held to be inva]W, ifiegal, or unenlbrceable in any,resptct, such invalidity, illegality, or unenforceability shall not aff'ect any other provisions of this Agreeinent 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 ffillest extent permitt(A b,y law, 15, Facsimile transmission ofany signed original document, amd retransmission of any signed facsimile transinission, shall be the same as transmission ofan original, 16, This Agreement may be executed in several cowiterpaits, including exhibits, and all documents so executed shall constitute one aa, reerrierit which shall be binding on all parties hereto, not%j7j tIlStanding that a 11 of the pailies are not siE_Matory to the ora gheard or the same, counterpart, IT This Agreenient contains the entire Understanding arriong the parties, All prior negotiations have been itierged into this Agreement and there are no understandings, representations,or agreenients,oral or written,express or implied,other than those set forth heruin, This Agreement shall not be modified or amended except by an agreernent in wrifing signed by the parties, J& No consent or waiver,express or implied,by either party,to or of any breach or default by the other in the perfoirriance by the other ofits obligations hereunder, shall be deemed or consinied to be a consent or waiver to, or of, any other breach or' default in the perlbrinance by such other party hereunder, Failure on die,pail of either party,to complain of any act or failure to act of any ather party, or to declare any other party in default,in,espedive of how Jong such .failure continues, shall not constitute a Waiver by such party of its rights bereunder, 19. Each paily shall iw responsible for its own attomey's fees in the event. of litigation arising.from this Agreement, 20, Artist is not apartnerjoint venturer,or ernployee of the Cityand the onlyrelationship betweeri Artist and the City is that of an hadqpendent contractor. Artist is not enfifled to workers compensation benefits under the City's workers compensation and Artist as 011)lirgated to pay federal and state income tax on all.1noneys canned under this Agreement 21. The parties hereto agree to execute and deliver any additional docuin.ent that may be reasonably required to cornplete and execute the responsibilities of the parties as set Borth herein, 22, This Agreement will become effective as ofthe date of the last,signature of the parties, ARTIS]"' CFI'Y OF C', AVERAL Print: c��ezjj David L. (33reene—City Manager. Date. Dawl, EXIIJBITIA. 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