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Home My WebLink AboutBuhrman ADA 2017 - Executed CITY OF CAPE CANAVERAL ART DONATION AGREEMENT THIS AGREEMENT is made this 4 day of December, 2017, by and between Gusti Buhrman, (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 works of art which she wishes to donate to the City for use as public art and which is more specifically described or depicted in Exhibits A - C hereto attached; and WHEREAS, the City is willing to accept these donations 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 2 day of January 2018. 2. The City agrees and does hereby accept the foregoing donations, 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 wisigialy 01- Cletelloi-ated 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 City's notification 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 of the Artwork, and the City may thereafter use the Artwork for any purpose, including without limitation, dismantling, salvaging or sale. 5.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 to the City for appropriate maintenance and preservation of the Artwork to the extent that any special maintenance procedures are recommended. 6. Except for maintenance and c11,,--.�31n;ng as needed, the City shall snake no alterations to the donated Artwork without first receiving the written authorization of the Artist. 7. 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. 8. 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. 9. 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. 10. 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. 11. This Agreement,when executed, shall be fully binding upon and inure to the benefit of the respective parties, their heirs, successors and assigns, 12. Any notice or other communication required orpermfitted 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: esti Bulirnian 6929 Ridgewood Ave. Cape Canaveral, 171, 32920 Phone: 603-490-3111 City: City of Cape Canaveral Attn: David Green 100 Polk Avenue Cape Canaveral, FL 32920 Mailing Address P.O. Box 326 Cape Canaveral, FL 32920 Phone (321) 868-1220 Any changes to the above addresses should be made in writing, in accordance with the terms of this provision. 13. 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. 14. 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. 15. Facsimile transmission of any signed original document, and retransmission of any signed facsimile transmission, shall be the same as transmission of an original. 16. 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, 17. 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. 18. 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. 19. Each party shall be responsible for its own attorney's fees in the event of litigation arising from this Agreement. 20. Artist is noL a partner,joint �,entuier, 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. 21. The parties hereto agree to execute and deliver any additional document that may be reasonably required to complete and execute the responsibilities of the parties as set forth herein, 22. This Agreement will become effective as of the date of the last signature of the parties. ARTIST: CITY OF CAPE CANAVERAL 7) -0,/a I "� rv% �) , I"- Adb Fr Print --M David L. Greene—City Manager Date- EXHIBIT A Title of Great Blue Heron Object: Artist: Gusti Buhrman Medium: Acrylic foam print on wood Dimension,;: 12" x 16" 1 � reqs mmn ^r ^m��jrm'9;✓W17a� EXHI IT H Title:of Object: Ocean Woods Beach after Hurricane Matthew Artist: Gush Buhrman Medium: Acrylic foam print on paper. Dimensions: 6-1/2" x I I-1/2"not including frame (Frame to be included in donation.) Photo: p t d1od��M r�p�l� �IIII r^: i4 Iii EXHIBIT C Title of Object: Pelican Artist: G sti Buh.rman Medium: Acrylic foam print on paper. �, �� v" Dimensions: X �---� ,(E'ramc to be included in donation.) Photo: iI N N tlil „ woo 111 111,"m ME J u�7 IU.14� fill �I PYi �A iIINi a,y l G w, 1