2420 Agreement for Display of Art at City FacilitiesE
IVA
This AGREEMENT FOR DISPLAY OF ART AT CITY FACILITIES is made this 10 day
of May, 2022 by and between the City of Sanford, Florida ("City"), a municipal corporation of the
State of Florida, whose address Is 300 North Park Avenue, Sanford, Florida 32771, and Mark T.
Cole. d1b/a mARkTcole of DMT Creations, LLC ("mARkTcole"), whose address is 2936 Helen
Avenue, Orlando, Florida 32804.
WITNESSETH:
WHEREAS, both the City and mARkTcole believe public art Is a tremendous asset to the
City and the Sanford community; and
WHEREAS, mARkTcoie has arranged for a selection of art pieces detailed in Exhibit "A",
which is attached hereto and Incorporated herein by this reference to the document; and
WHEREAS, the City is willing to accept the loan of the works of art under terms and
conditions herein set forth:
Section 1. rnARkTcole hereby loans the art works, as described In Exhibit 'W', to the
City, and the City hereby accepts loan of art works under terms, qualifications and conditions
as set forth in this Agreement, mARkTcole acknowledges and understands this Agreement is
non-exclusive in nature and that the City may In Its sole discretion permit other artists to display
and exhibit their works In City Hall and other City facilities at the same time of subject display and
exhibit. The City plans on the exhibit and display as follows:
The location of the display: City Commission Chambers or other City facility.
Nature of art to be displayed: See Exhibit "A".
Number of art pieces to be displayed: See Exhibit "A%
Duration of exhibit and display: From May 12, 2022 until August 12, 202-2,
The City reserves the right to reject or prohibit all or any part of the exhibit and display at City
facilities that in the sole determination of the City Manager is objectionable, unsafe or not suitable
for display at a City facility.
Section 2. mARkTcole, by this loan to the City of works of art, does not, and shall not,
receive any compensation or renumeration.
Section 3, mARkTcole shall be responsible for transporting the art works to and from
City Hall. The City Is responsible for set up, installation and take down of works of art.
Section 4. The City retains the right to relocate the works of art to different facilities of
the City.
Section 5. Either party may terminate the long-term loan at any time, for any reason,
by providing 30 days' written notice to the other party. Upon termination, mARkTcole will promptly
remove the art works from the facilities of the City.
Section 6. Liability. mARkTcole assumes full liability for the works of art and hereby
releases the City, Its agents, officials, officers and employees, from any liability for loss,
vandalism, theft. damage or destruction of the art works while on display at City facilities, and
further waives any claim that mARkTcole may have against the City, its agents, officials, officers
and employees, should any loss, vandalism, theft, damage or destruction occur to his work while
on display at a City facility, mARkTcole agrees to assume all liability for Its negligence and the
negligence of its agents and personnel, for damages to persons, property and City facilities and
further agrees to indemnify and hold the City, Its agents, officials, officers and employees,
harmless from any and all liability that may arise by reason of the art display and exhibit at City
facilities, including but not limited to, injury to persons and property, the payment of any royalties,
and the payment of any damages for copyright Infringement.
Section 7. Severability. If any term, provision or condition contained in this
Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement,
or the application of such term, provision or condition to persons or circumstances or than those
In respect of which It is invalid or unenforceable, shall not be affected hereby, and each term,
provision and condition of this Agreement shall be valid and enforceable to the fullest extent
permitted by law when consistent with equity and public interest.
Section 8. Waiver. The failure of the City to Insist upon the strict performance of any
of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms
and conditions of this Agreement by the City, shall not be construed as thereafter waiving any
such terms and conditions in the future, but the same shall continue and remain in full force and
effect as if such earlier forbearance or waiver had not occurred.
Section 9. Entire Agreement, 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 tile parties. Any modification of this Agreement or additional obligation
assumed by either party In connection with this Agreement shall be binding only If placed in writing
and signed by each party or an authorized representative of each party.
Section 10. Captions. The section headings and captlons of this Agreement are for
convenience and reference only and in no way define, limit, describe the scope or intent of this
Agreement or any part thereof, or In any way affect this Agreement or construe any provision of
this Agreement.
Section 11. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which, taken together, shall
constitute one and the same document.
Section 12. Notices. Notices shall be made to the following addresses, unless
otherwise provided for in writing:
Ulty:
Lisa Holder, MPA
0ty Manager's Office
City Hall
. RIPM2MM MUM
2
mARkTcole/t7MT Creations, LLC:
Mark T. Cole
2936 Helen Avenue
Orlando, Florida 32804
Section 13. Remedies. The rights and remedies of parties, provided for under this
Agreement, are in addition to any other rights and remedies provided by law or otherwise
necessary in the public interest.
Section 14. Governing Law, Venue and Interpretation. This Agreement Is to be
governed by the laws of the State of Florida. Venue for any legal proceeding related to this
Agreement shall be in the Eighteenth .Judicial Circuit Court In and for Seminole County, Florida.
This Agreement shall not be construed or interpreted more strictly against any one party than
against any other party and all provisions shall be applied to fulfill the public Interest.
IN WITNESS WHEREOF, the City and mARkTcole have executed this Instrument for the
purpose herein expressed and mARkTcole represents and affirms that the signatories below have
full and lawful authority to bind mARkTcole in every respect.
Entered this r C% day of /'w 2022.
FVI UbU CIIIU ItJIIC7(IUU VU t19U L.11Y UI
Sanford only, approved as to form
and legality.
Attorneywiffaill U Colbert, City