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AGREEMENT FOR LOAN AND TEMPORARY EXHIBITION OF ARTWORK1 AGREEMENT FOR LOAN AND TEMPORARY EXHIBITION OF ARTWORK This Agreement for Loan and Temporary Exhibition of Artwork made and entered into on this March 30, 2023, by and between Sue Ebert (hereafter called "Artist") and the City of Clearwater, Florida (hereafter called the "City"), a municipal corporation of the State of Florida, located at 600 Cleveland Street, Suite 600, Clearwater, FL 33755. WHEREAS, the City wishes to temporarily exhibit artwork in the gallery space at the Aging Well Center, located in the Long Center Building at 1501 N Belcher Rd., Clearwater, FL 33761. WHEREAS, Artist wishes to loan artworks from her collection for such temporary exhibitions, as more fully described in Exhibit A (hereafter called "Artwork"). NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties agree that the above terms, recitals, and representations are true and accurate and are incorporated herein by reference, and the Parties further agree as follows: 1. TERM 1.1 The City hereby agrees to contract with Artist for the loan and temporary exhibition of Artwork within the Aging Well Center for a period of six (6) months, commencing on April 1, 2023 and terminating on September 30, 2023. 2. ARTIST RESPONSIBILITIES 2.1 Artist and her assistants, using their own or hired personnel and equipment are fully responsible for the costs and handling involved in the delivery of the Artwork to the exhibition site, the installation and deinstallation of the Artwork at the site, and the removal of the Artwork from the site. Artist will agree to installation and deinstallation dates during the regular business hours of the exhibition site, unless specifically agreed to by the City. 2.2 Artist will provide the City with a list of all Artwork proposed for exhibition. Artist will provide the City with all pertinent information for review and marketing purposes, including participating artists, artwork titles, exhibition dates, and ceremonies. 2.3 Artist will provide the City with all applicable Artist and Artwork information for the exhibition in the form of labels and/or placards. 3. CITY RESPONSIBILITIES 3.1 The City will supply space for the exhibition of Artwork that is free and open to the public during normal business hours. Page 1of4 3.2 The City will provide necessary hardware for the exhibition of Artwork, including a gallery track system, hooks, and aluminum cables. 3.3 The City will promote the exhibitions performed under this Agreement through normal City communications, such as www.myclearwater.com, the City Facebook page and social media, internal staff communications, flyers, and messages to partner organizations. 3.4 The City shall retain the right of first refusal of any artwork proposed for exhibition. Artist will supply the City with a list of all Artwork proposed for exhibition. The City shall, within a reasonable timeframe, review the proposed Artwork and approve them for display as part of this Agreement. 4. COMPENSATION 4.1 The City agrees to pay Artist an honorarium $900.00 (nine hundred dollars), as consideration for the services and performance hereunder, including, but not limited to the loan, delivery, installation, and deinstallation of the Artwork. The honorarium will be paid in installments, one payment of $450.00 (four hundred fifty dollars) within 10 days after execution of this Agreement, and one payment of $450.00 (four hundred fifty dollars) at the completion of this Agreement. 4.2 In no event shall the City be liable for interest or late charges for any payments. 5. SALES 5.1 All sales of Artwork will be between the Artist and the purchaser. 5.2 The City will not take any commission on Artworks sold while on exhibition as part of this Agreement. 5.3 Should an artwork be sold, it shall remain on display until the end of the exhibition unless a replacement is mutually agreed upon by the Artist and City. Artwork not available for sale shall be marked NFS on the display tag. Artwork sold during the exhibition will be marked with a red dot on the display tag. 6. RISK OF LOSS 6.1 Artist and its members shall bear all risk of loss or damage to the loaned Artwork, including, but not limited to: theft, vandalism, or any other act by a third party, and damage caused by acts of god, war, or natural conditions/disasters, including but not limited to; floods, hurricanes, tornadoes, lighting, and any Toss occurring during the storage, transportation, delivery, installation, deinstallation, and removal of the Page2of4 Artwork, regardless of where such loss occurs. 7. INSURANCE 7.1 The Artist lending Artwork for exhibition acknowledges that the City will not provide any insurance coverage for the items on loan while they are in the possession or custody of the City according to the terms of this Agreement. Artist waives any and all subrogation rights against the City for any damage to, destruction of, theft of, Toss of, or other casualty to Artwork during the times while it is in possession or custody of the City, according to the terms of this Agreement. City staff will exercise the same care with respect to loaned Artwork as it does in the safekeeping of its own property. 8. INDEMNIFICATION 8.1 Subject to Florida Statute 768.28, Artist agrees to indemnify and hold free and harmless, assume legal liability for and defend the City, its officers and employees, whether current or former, from and against any and all actions, claims, liabilities, assertions of liability, losses, costs and expenses, in law or in equity, including but not limited to attorney's fees at trial and appellate levels, reasonable investigative and discovery costs, court costs, or claims for bodily injury or death of persons and for loss of or damage to property, except as provided for herein, or every kind and nature whatsoever, which in any manner directly or indirectly may arise or be alleged to have arisen or as a result of the duties and obligations as required by this Agreement that which has resulted or alleged to have resulted from the negligent acts or omissions or other wrongful conduct of or the infringement of any copyright by the Artist. 8.2 Nothing contained herein is intended to serve as a waiver by the City of its sovereign immunity, to extend the liability of the City beyond the limits set forth in Section 768.28, Florida Statutes, or be construed as consent by the City to the sued by third parties. 9. AMENDMENTS 9.1 The conditions set forth herein apply to all objects lent to the City for temporary exhibition and cannot be altered, changed, waived, or otherwise amended except as agreed upon in writing by both parties. 10. DEFAULT 10.1 Failure or refusal of Artist to perform or do any act herein required shall constitute a default. In the event of a default, in addition to any other remedy available to the City, upon thirty (30) days written notice, the City may terminate Page 3 of 4 this Agreement. Such termination does not waive any other legal remedies available to the City. IN WITNESS THEREOF, the Parties have caused this Agreement to be signed in its corporate/legal name by it authorized representative or persons authorized to execute this Agreement on the date first above written. Sue Ebert Witness CITY OF CLEARWATER, FLORIDA Micah Maxwell Chief Innovation Officer App % ' - d a. to for Owen Kohler Lead Assistant City Attorney Attest: 1,4 V1t0 Rosemarie CaII City Clerk Page4of4