1st Renewal 12/16/2009
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
January 5, 20 J 0
TO:
Peter Horton, Director
of Airports
VIA:
Revette Moore, Director
of Operations
Pamela G. Hanc~.
FROM:
At the December 16, 2009, Board of County Commissioners meeting the Board granted
approval and authorized execution of the following:
./ Sculpture Loan Agreement Renewal between Monroe County The Sculpture Foundation,
Inc. for sculpture entitled "New Friends", for the Key West International Airport.
Contract between Monroe County and Class Act Cleaning Services, LLC, for Janitorial
Services at the Key West International Airport
Enclosed is a duplicate original of each of the above-mentioned for your handling.
Should you have any questions, please feel free to contact our office.
cc: County Attorney wlo Janitorial Contract
Finance
File v
[Renewal]
SCULPTURE LOAN AGREEMENT
This is to confirm that The Sculpture Foundation, Inc. will loan one (1) sculpture
entitled "New Friends" by artist J. Seward Johnson to KEY WEST
INTERNATIONAL AIRPORT, hereinafter known as the "Exhibitor". The
sculpture will remain the property of The Sculpture Foundation, Inc. The
sculpture will be sited on public display for a period of one (1) year commencing
November 1st, 2009.
The loan agreement is renewable with the mutual written consent of both parties.
All aspects of this agreement remain in effect until the sculpture is returned to
the possession of The Sculpture Foundation, Inc. or its agents.
All standard leasing fees have been waived per the Director, Paula Stoeke. m
9xmaag9 fer tb8 113m; tRe li:>dtHtit()f' agFees te fJFsviae {8m (f) aftfttlal eeaek I ~
fJasses tG the RieQeR seam te rist J. 8ewM'ft J6M~6ft. On site insurance ! -
coverage is provided by The Sculpture Foundation, covers the sculpture only,
and is not a liability policy.
The Foundation is the copyright owner of the Sculpture and shall retain
copyright ownership of the Sculpture. The Exhibitor agrees to never contest the
copyright of the Foundation and! or its successor(s), heir(s), and! or assign(s) in
the Sculpture. It is understood that any photographic or other image, including
any derivative, (collectively referred to as "Image(s)") of the Sculpture may not
be used for any commercial purpose without prior written consent of the
Foundation. If the Exhibitor desires to use an Image, a request must be
submitted in writing to the Foundation for approval. All approved images and
use of the Sculpture must show the following credit line:
"New Friends" by J. Seward Johnson, On Loan from The Sculpture
Foundation; @ 2006 The Sculpture Foundation
(hereinafter referred to as "Credit Line"). The Foundation's consent is not
required for non-commercial, two-dimensional (such as a photograph) uses of
any Image. All non-commercial use by the Exhibitor must include the Credit
Line.
1
[Renewal]
The Exhibitor will not undertake or permit any intentional destruction, damage
or modification to the Sculpture. Any damage to the Sculpture should be
reported in writing to The Foundation immediately. The Foundation shall be the
only authorized party to restore the Sculpture. All costs for repair and/ or
restoration of the Sculpture not covered by insurance will be the responsibility of
the Exhibitor. If The Foundation is not permitted by the Exhibitor or any party
acting in association with the Exhibitor to undertake any repair and/ or
restoration, and/ or if the cost(s) and fees not reimbursed by the insurance
associated with the same, which will be billed at The Foundation's normal rates,
are not paid within sixty (60) days of invoice, The Foundation may terminate this
Agreement and repossess the Sculpture without any liability or obligation to the
Exhibitor.
In the event that the sculpture is needed by The Foundation during the
exhibition period, The Sculpture Foundation, Inc. reserves the right to retrieve
the sculpture for its use, without obligation to replace it.
Each party agrees to indemnify, defend and hold the other party harmless from
any and all claims, costs, liabilities, judgments, expenses and/ or damages,
including reasonable attorney's fees arising out of any act omission, action,
inaction, program, event or other circumstance arising from the loan and/ or
exhibition of the Sculpture under the Agreement. The obligation of this
paragraph shall survive termination of this Agreement.
This Agreement shall be binding upon the heirs, successors, and assigns of the
parties. The Exhibitor shall not assign or transfer any interest in this Agreement
without prior written consent of The Foundation. The Exhibitor shall not offer
any third party any interest in or lien on the Sculpture, or otherwise encumber
The Sculpture or any of The Found ati onl s right, title or interest in the Sculpture.
The failure of either party to insist upon strict performance of this Agreement
shall not be construed as a waiver of any subsequent breach of non-performance.
2
[Renewal]
Any dispute or difference arising out of this Agreement or in connection with the
Sculpture shall be submitted to binding arbitration under the Commercial
Arbitration Rules or the American Arbitration Association. The arbitration shall
take place in Santa Monica, California, and judgment based upon the arbitration
award may be entered in any court of competent jurisdiction. The arbitration
award may include reasonable attorney's fees on behalf of the prevailing party.
All notices, requests, demands, and other communications which are required
or permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given upon delivery and receipt thereof, as the case
may be, if delivered personally or sent by certified mail, return receipt
requested, postage-prepaid as follows:
For the Exhibitor:
For the Foundation:
County Administrator
Monroe County
1100 Simonton Street
Key West, FL 33040
The Sculpture Foundation, Inc.
2525 Michigan Avenue, Ste. A-6
Santa Monica, California 90404
310-264-2400
310-264-2403 Fax
This Agreement embodies the entire agreement and understanding between the
parties hereto, and there are no other agreements or understandings, oral or
written, with reference to the subject matter hereof that are not merged herein
and superseded hereby. No alternation, change, amendment, or modification of
the term of this Agreement shall be valid, unless made in writing and signed by
both parties hereto.
3
WITNESS our hands and seals the day first herein set forth.
[Renewal]
ATTEST:
+J>
By:
Name:
Paula Stoeke
Title:
Executive Director
Date:
to. '.0'1
WITNESS:
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Title:
Date:
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