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HomeMy WebLinkAboutKnight AL 2017 - Sea Oats CITY OF CAPE CANAVERAL ART LOAN AGREEMENT ']'HIS AGREEMENT is made this 4th day of August, 2017, by and between Jacob Robertson Knight, (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 which they wish to loan 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 loan as a temporary donation under the terms and conditions herein set forth: NOW THEREFORE, the parties agree as follows: 1. Artist does hereby loan, transfer and convey to the City the work of art described or depicted on Exhibit A hereto attached (hereinafter "Artwork") and legal title thereto for the period of 12 months. The loaned property shall be intended for use as public art within the City and the agreement shall be effective as of the 21 st day of August, 2017. 2. The City agrees and does hereby accept the foregoing Artwork which shall, for the duration of the loan, 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. The City shall not permanently remove the Artwork without providing Artist with written notice as outlined in Section 4 of this Agreement. 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 may terminate this Agreement with fifteen (15) days written notice to Artist. Such termination shall be at the City's sole discretion. 5. Should the City fail to comply with the terms and conditions of this Agreement, the Artist may terminate this agreement with fifteen (15) days written notice to the City. 6. This Agreement may be terminated by the mutual written consent of both parties at any time without penalty. 7. Upon termination of this Agreement the Artist is responsible to incur all costs associated with the removal, deinstallation or transport of the Artwork. 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 B) 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 to the Artwork for the duration of the loan set forth in this Agreement. 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 loaned 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: Jacob Robertson Knight 106 South 3rd Street Cocoa Beach, Ft. 32963 Phone- 310-795-7117 City: City of Cape Canaveral David L. Greene 100-105 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. 16. 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. 17. 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. 18. Facsimile transmission of any signed original document, and retransmission of any signed facsimile transmission, shall be the same as transmission of an original. 19. 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. 20. 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. 21, 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, 22. Each party shall be responsible for its own attorney's fees in the event of litigation arising from this Agreement. 23. Artist is not a partner,joint venturer, 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. 24. 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. 25. This Agreement will become effective as of the date of the last signature of the parties. ARIS CITY OF CAPE CANAVERAL: Print: 0(hcolq '411 t David L. Greene—City Manager Date: Date: EXHIBIT A "Title of Object: Sea Gats Artist: Jacob Robertson Knight Medium: Archival acrylic print Dimensions: 32" x 48" x 1/4" Photo: EXHIBIT B Artist's Care Instructions: • No touching please. • Do not wipe the acrylic surface with anything other than a soft towel and water to clean. ® Please hang with three large screws along the hanging bar in the back. • Please hang in a well-lit area or under a light if possible.