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AGREEMENT FOR COMMISSION OF PUBLIC ARTWORK (8)AGREEMENT FOR COMMISSION OF PUBLIC ARTWORK THIS AGREEMENT FOR COMMISSION OF PUBLIC ARTWORK made and entered into this 4�► /9 day of November 2024 by and between Cristina Salas DBA Crissalas LLC. ("ARTIST") whose address is 519 8th St. Apt. 3R Brooklyn, NY 11215 and the COMMUNITY REDEVELOPMENT AGENCY, a municipal corporation of the State of Florida, located at 600 Cleveland Street, Suite 600, Clearwater, FL 33755 ("CRA") (each individually referred to herein as "PARTY" or collectively as the "PARTIES"). WITNESSETH: WHEREAS, the City of Clearwater has implemented the Clearwater Public Art and Design Program ("PROGRAM") pursuant to Division 24 of the Clearwater Community Development Code by allocating not less than one percent (1%) of the total construction budget of eligible capital improvement projects for the purchase and installation of on-site public ARTWORK; and WHEREAS, the CRA'S Mercado located at 1384 Gulf to Bay Blvd. Clearwater, FL 33755 is an eligible capital improvement project subject to PROGRAM requirements; and WHEREAS, the ARTIST was selected by the CRA through an open Call to Artists process adopted by the CRA to commission the ARTWORK; and WHEREAS, the ARTIST is a recognized artist whose work and reputation make the ARTIST uniquely qualified to create the ARTWORK; and WHEREAS, the ARTIST wishes to create unique ARTWORK valued at $75,000 to be installed in a public space at the Mercado located at or near 1384 Gulf to Bay Blvd. Clearwater, FL 33755 (hereafter called the "SITE"); and WHEREAS, the ARTIST and CRA wish to undertake the obligations expressed herein; 1 NOW, THEREFORE, in consideration of the above -stated promises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the PARTIES, subject to the conditions hereinafter set forth, the PARTIES agree as follows: ARTICLE 1. SCOPE OF SERVICES 1.1. Recitals a. The foregoing recitals are incorporated into and made a part of this AGREEMENT FOR COMMISSION OF PUBLIC ARTWORK, and the PARTIES acknowledge and agree that such recitals are true and correct. 1.2. Artist's Obligations a. The ARTIST shall perform all services and furnish all supplies, materials, and equipment as necessary for the design and fabrication of the ARTWORK at the ARTIST'S studio in accordance with the specified schedule as further described in EXHIBIT A. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this AGREEMENT. b. The ARTIST shall determine the artistic expression, design, dimensions, and materials of the ARTWORK, subject to review and acceptance by the CRA as set forth in this AGREEMENT. To ensure that the ARTWORK as installed shall not interfere with the intended use of the SITE, underground utilities, pedestrian and other traffic flow, parking, and safety devices and procedures at the SITE, the ARTIST'S proposal shall be reviewed and approved by the CRA, through applicable City of Clearwater departments including, but not limited to: the Public Art & Design Advisory Board, Building, Engineering, Legal, Parks & Recreation, Public Works, Risk Management, Traffic Engineering, and others, where appropriate, to ensure compliance with City of Clearwater regulations. c. The ARTIST shall prepare the design concept and the corresponding budget as under Section 1.4 and as further described in EXHIBIT B. The design concept shall include a 2 description of all materials and products utilized in the ARTWORK and the required routine care and upkeep involved. d. The ARTIST shall prepare drawings detailing the ARTWORK and its integration and relation to the SITE. e. The ARTIST shall, if applicable, attend public information meetings with the general public, and attend design and construction coordination meetings with the CRA, general contractor, architect, and other parties, as appropriate, to communicate about the ARTWORK and ensure appropriate integration and installation at the SITE. Attendance may be in-person or virtual. f. The ARTIST shall complete the fabrication of the ARTWORK by the scheduled installation date under Section 1.5. g. The ARTIST shall secure all required licenses, permits, and similar legal authorizations under Section 1.4 as may be necessary for the installation and maintenance of the ARTWORK at the SITE. The CRA shall assist as necessary. h. The ARTIST shall arrange the transportation and installation of the ARTWORK in consultation with the CRA. If the ARTIST does not install the ARTWORK themselves, the ARTIST shall supervise and approve of the installation. i. The ARTIST shall provide the required insurance in amounts and limits under Article 5 and as further described in EXHIBIT C. j. The ARTIST shall provide a maintenance manual with a description of all materials and products utilized in the ARTWORK and the required care and upkeep involved. k. The ARTIST represents the ARTWORK is made of durable materials. 1. The ARTIST shall provide photographic documentation of the ARTWORK pursuant to Section 1.8(a)(iv). m. The ARTIST shall provide the CRA with a written condition report of the ARTWORK after installation. 3 n. The ARTIST agrees to be present for a community event if at the SITE during the installation timeline. 1.3. CRA'S Obligations a. The CRA shall perform all obligations in compliance with all terms and conditions of this AGREEMENT. b. The CRA shall be responsible for providing the ARTIST, prior to the execution of this Agreement and at no expense to the ARTIST, copies of existing designs, drawings, reports, a list of required permits, and other existing relevant data if any, which is needed by the ARTIST in order to perform the ARTIST'S obligations under Section 1.2 of this AGREEMENT. c. The CRA shall be responsible for compliance with all applicable laws and regulations, including zoning or environmental regulations, and shall explain any limitations imposed by such laws and/or regulations to the ARTIST. d. The CRA shall prepare the SITE in accordance with the specifications contained in the approved design concept under Section 1.4 and as further described in EXHIBIT B. The CRA shall be responsible for all expenses, labor, and equipment to prepare the SITE for the timely transportation and installation of the ARTWORK. The CRA shall complete the SITE preparations by the scheduled installation date under Section 1.4 or shall contact the ARTIST in writing informing them of any delays. e. The CRA shall provide and install a plaque on or near the ARTWORK containing a credit to the ARTIST and a copyright notice, if secured by the ARTIST, substantially in the following form: Copyright © Cristina Salas 2025. f. The CRA shall not use the ARTIST'S name or misuse the ARTWORK in a way that would reflect discredit on the ARTIST'S reputation, or which would violate the spirit of the ARTWORK, should such use, or misuse, be within the CRA'S detection or control. 4 g. The CRA shall routinely clean, care for, and maintain the ARTWORK after installation and final acceptance of the ARTWORK and will abide by the recommendations by the ARTIST. h. The CRA will perform the following preparations: Between January 13 to February 7, 2025 the SITE needs to be ready for installation: The artist and team can work 24 hours on SITE during those dates. There has to be access to: electricity and water A medium pod in size needs to be installed for the ARTIST to store materials and tools. The keys of the Pod need to be provided to the ARTIST JANUARY 13, 2025. 1.4. Design a. Concept/Schematic i. The ARTIST was selected pursuant to a competition organized for the procurement of an artist to design and fabricate an ARTWORK suitable for the current project. ii. The DESIGN will include: a description of the method by which the ARTWORK is to be fabricated and installed; a description of any operational, maintenance, and conservation requirements for the ARTWORK; a description of the placement of the ARTWORK at the SITE, and any preparations that the CRA may be required to furnish, including, but not limited to, any changes or modifications to any utility system, above or below ground, or structure of the SITE as necessary. iii. The ARTIST shall include with the DESIGN a detailed budget for the design, fabrication, and installation of the ARTWORK, including costs for SITE preparation. b. Final/Construction Documents i. The ARTIST shall present to the CRA recommendations on the scheduled maintenance of the ARTWORK. 5 1.5. Budget, Fabrication Schedule, and Progress Report a. Budget i. The ARTIST shall prepare a budget, which shall include all goods, services, and materials with such costs itemized, including, but not limited to costs for: materials and applicable sales tax; off-site fabrication costs; the ARTIST'S time invested in coordination, fabrication, and supervision of installation; fees for required licenses, permits, and similar legal authorizations; fees for the labor of assistants; itemized general contractor and subcontractor fees, if applicable; insurance; the ARTIST' S travel; transportation of the ARTWORK to the SITE; itemized installation costs; any applicable local, state, or federal taxes; and a ten -percent (10%) contingency to cover any unforeseen costs that may arise. ii. Calculation of the budget will take into consideration the possible inflation of service and material costs between the date of execution of this AGREEMENT and the anticipated completion date. iii. The ARTIST shall keep a log of the ARTIST'S project hours and shall retain all original receipts pertaining directly to the project. iv. If the ARTIST incurs costs in excess of the amount listed in the budget, the ARTIST shall pay such excess from the ARTIST'S own funds unless the ARTIST previously obtained approval to expend project funds for such costs from the CRA. b. Fabrication Schedule i. The ARTIST shall notify the CRA of the tentative schedule for the fabrication and installation of the ARTWORK, as further described in EXHIBIT A. This will include a schedule for the submission of progress reports and inspections, and for the payment of budget installments, if any. The schedule may be amended by written agreement of both PARTIES. 6 1.6. Fabrication a. The ARTIST shall fabricate and install, or supervise the installation of, the ARTWORK in substantial conformity with the DESIGN. The ARTIST may not deviate from the approved DESIGN without written approval of the CRA. b. The CRA shall have the right to review the ARTWORK at reasonable times during the fabrication thereof, upon reasonable notice. c. If the CRA, upon review of the ARTWORK, determines the ARTWORK does not conform to the DESIGN, or revised DESIGN, the CRA reserves the right to notify the ARTIST in writing of the deficiencies and that the CRA intends to withhold the next budget installment as further described in EXHIBIT A. d. The ARTIST will promptly cure the CRA'S objections and will notify the CRA in writing of the completion of the cure. The CRA shall promptly review the ARTWORK, and upon approval shall release the next budget installment. If the ARTIST disputes the CRA'S determination that the ARTWORK does not conform, the ARTIST shall promptly submit reasons in writing to the CRA within thirty (30) days of the CRA' S prior notification to the contrary. The CRA shall make reasonable efforts to resolve the dispute with the ARTIST in good faith. However, final determination as to whether the ARTIST has complied with the terms of this AGREEMENT shall remain with the CRA. e. The ARTIST shall notify the CRA in writing when the fabrication of the ARTWORK has been completed, and that the ARTWORK is ready for delivery and installation at the SITE, if the ARTWORK was fabricated off-site. f. The CRA shall inspect photographic documentation of the completed ARTWORK within thirty (30) days after receiving notification to determine that the ARTWORK conforms to the DESIGN or revised DESIGN and to give final approval of the ARTWORK. The CRA shall not unreasonably withhold final approval of the fabricated ARTWORK. If the CRA does withhold final approval, the CRA shall submit the reasons for such disapproval in 7 writing within thirty (30) days of examining the fabricated ARTWORK. The ARTIST shall then have sixty (60) days from the date of the CRA' S notice of disapproval to make the necessary adjustments to the fabricated ARTWORK in accordance with such writing. The ARTIST shall not be penalized for any delay in the delivery and installation of the ARTWORK to the SITE unless the ARTIST has willfully and substantially deviated from the DESIGN without the prior approval of the CRA. The ARTIST shall then be held responsible for any expenses incurred in correcting such deviation. g. The CRA shall promptly notify the ARTIST of any delays impacting the installation of the ARTWORK. Any additional storage fees incurred as a result of such delays are the responsibility of the CRA. The ARTIST shall be required to inspect the SITE prior to the transportation and installation of the ARTWORK and shall notify the CRA of any adverse SITE conditions that will impact the installation of the ARTWORK which need correction. 1.7. Changes to Approved Design a. Prior to the execution of any change in the approved DESIGN, the ARTIST shall present all proposed changes in writing to the CRA for further review and approval. The ARTIST must provide a detailed rationale and description of any significant changes to the artistic expression, dimensions, and materials of the ARTWORK that is not permitted by, nor in substantial conformity, with the already approved DESIGN. Such notice will also include a detailed description of any additional costs that may be incurred or changes in the budget. A significant change is any change that materially affects installation, scheduling, SITE preparation, or maintenance of the ARTWORK, or the concept of the ARTWORK, as represented in the approved DESIGN. b. If the CRA approves the changes to the DESIGN, the CRA shall promptly notify the ARTIST in writing. The CRA will also make the required presentations to the appropriate approval bodies including, but not limited to the CRA Council, the Public Art & Design 8 Board, and the appropriate CRA departments, including Engineering, Environmental, Planning, and Public Works. c. If the CRA disapproves of the changes, the CRA shall promptly notify the ARTIST in writing and the ARTIST shall continue to fabricate the ARTWORK in substantial conformity with the approved DESIGN. d. The ARTIST'S fee shall be equitably adjusted for any increase or decrease in the ARTIST'S cost of, or time required for, performance of any services under this AGREEMENT as a result of revisions made, requested by the CRA in writing, to the approved DESIGN under Section 1.7(a). Any claim of the ARTIST for adjustment under this paragraph must be asserted in writing within thirty (30) days of the date of the revision by the ARTIST. 1.8. Installation a. Upon the CRA' S final approval of the fabricated ARTWORK, as being in conformity with the DESIGN, the ARTIST shall deliver and install, or supervise the installation, of the completed ARTWORK at the SITE in accordance with the schedule under Section 1.5(b). Transportation fees shall be paid by the ARTIST. The ARTIST will coordinate closely with the CRA to ascertain that the SITE is prepared to receive the ARTWORK. The ARTIST must notify the CRA of any adverse conditions at the SITE that would affect or impede the installation of the ARTWORK. The ARTIST is responsible for the timely installation of the ARTWORK. The ARTIST will confer and coordinate with the CRA to ensure the timely coordination with the CRA'S construction team. The ARTIST may not install the ARTWORK until authorized to do so by the CRA. ii. The ARTIST shall be present to install, or supervise the installation of, the ARTWORK. 9 iii. Upon written acceptance of the installation, the ARTWORK shall be deemed to be in the custody of the CRA for purposes of this AGREEMENT. iv. Within fifteen (15) days after installation of the ARTWORK, the ARTIST shall furnish the CRA with the following photographs of the ARTWORK as installed: A set of three (3) digital, 300 dpi, JPG or TIFF files of the ARTWORK, one taken from each of three (3) different viewpoints. Photographs must be identified with the name of the ARTWORK, the date upon which the photograph was taken, and the viewpoint from which the photograph was taken. The ARTIST shall also furnish the CRA with a full written narrative description of the ARTWORK. v. Upon installation of the ARTWORK, the ARTIST shall provide the CRA with written instructions for the appropriate maintenance and preservation of the ARTWORK along with product data sheets for any material or finish used. The ARTWORK must be durable, taking into consideration that the SITE is a public space that may be exposed to elements such as weather, temperature variation, and considerable movement of people and equipment. The ARTIST must ensure that all maintenance requirements will be reasonable in terms of time and expense. The CRA is responsible for the proper care and maintenance of the ARTWORK. 1.9. Approval and Acceptance a. The ARTIST shall notify the CRA in writing when all services as required of both PARTIES by this AGREEMENT, prior to this paragraph, have been completed in substantial conformity with the DESIGN. b. The CRA shall promptly notify the ARTIST of its final acceptance of the ARTWORK within fifteen (15) days after the ARTIST submitted written notice under Section 1.9(a). The effective date of final acceptance shall be the date the CRA submits written notice to the ARTIST of its final acceptance of the ARTWORK. The final acceptance shall be understood to mean that the CRA acknowledges completion of the ARTWORK in 10 substantial conformity with the DESIGN, and that the CRA confirms that all services as required of both PARTIES by this AGREEMENT prior to this paragraph have been completed. Title to the ARTWORK passes upon final acceptance and final payment. c. If the CRA disputes that the services have been performed, the CRA shall notify the ARTIST in writing of those services that the ARTIST has failed to perform within fifteen (15) days after the ARTIST submitted written notice under Section 1.9(a). The ARTIST shall promptly perform those services indicated by the CRA. d. If the ARTIST disputes the CRA'S determination that not all services have been performed, the ARTIST shall submit reasons in writing to the CRA within fifteen (15) days of the CRA'S prior notification to the contrary. The CRA shall make reasonable efforts to resolve the dispute with the ARTIST in good faith. However, final determination as to whether all services have been performed shall remain with the CRA. e. Upon the resolution of any disputes that arise under subsections (c) and (d) of this Section 1.9, the CRA shall notify the ARTIST of its final acceptance of the ARTWORK pursuant to subsection (b). f. After final acceptance of the ARTWORK, the ARTIST shall be available at such time(s) as may be mutually agreed upon by the CRA and the ARTIST to attend any public meetings and community outreach functions, as well as any presentation ceremonies relating to the dedication of the ARTWORK. i. During such public presentations by the ARTIST, the ARTIST shall acknowledge the CRA'S role in funding the ARTWORK. ii. The CRA shall be solely responsible for coordinating public information materials and activities related to public presentations. 11 ARTICLE 2. TAXES 2.1. Any state or federal sales, use of excise taxes, or similar charges relating to the services and materials under this AGREEMENT shall be paid by the ARTIST in a timely fashion. The CRA shall report payments made to the ARTIST annually to the Internal Revenue Department in a 1099 statement. ARTICLE 3. TERM OF AGREEMENT 3.1. Duration a. This AGREEMENT shall be effective on the date signed by both PARTIES, and unless terminated earlier pursuant to such provisions in the AGREEMENT, shall extend until final acceptance by the CRA as under Section 1.9(b) or submission of final payment to the ARTIST by the CRA, whichever is later. Extension of time of performance hereunder may be granted upon request of one party and the consent of the other thereto, which consent shall not be unreasonably withheld. Such extension shall be in writing, signed by both PARTIES, and attached to the schedule under Section 1.5(b). 3.2. Force Majeure a. The CRA shall grant to the ARTIST a reasonable extension of time if conditions beyond the ARTIST'S control render timely performance of the ARTIST'S services impossible or unduly burdensome. All such performance obligations shall be suspended for the duration of the condition. Both PARTIES shall take all reasonable steps during the existence of the condition to assure performance of their contractual obligations when the condition no longer exists. Failure to fulfill contractual obligations due to conditions beyond either PARTY'S reasonable control will not be considered a breach of contract, provided that such obligations shall be suspended only for the duration of such conditions. ARTICLE 4. RISK OF LOSS 12 4A . The ARTIST shall bear the risk of loss or damage the ARTWORK until the CRA'S final acceptance of the ARTWORK as under Section 1.9(b). These risks include but are not limited to: theft; vandalism or any act by a third party; damage caused by acts of God, war, or natural conditions or disasters; and any loss occurring during the fabrication, storage, transportation, delivery, or installation regardless of where such loss occurs until the CRA'S final acceptance of the ARTWORK. The ARTIST shall take such measures as are reasonably necessary to protect the ARTWORK from loss or damage. The CRA shall bear the risk of loss or damage to the ARTWORK prior to final acceptance only if, during such time, the partially or wholly completed ARTWORK is in the custody, control, or supervision of the CRA or its agents for the purposes of transporting, storing, installing, or performing other services to the ARTWORK. ARTICLE 5. ARTIST'S REPRESENTATIONS AND WARRANTIES 5.1. Warranties of Title The ARTIST represents and warrants that, and hereby fully indemnifies the CRA and the City of Clearwater, for any infringements or claims related to the following: a. The ARTWORK is solely the result of the artistic effort of the ARTIST. b. Except as otherwise disclosed in writing to the CRA, the ARTWORK is unique and original and does not infringe upon any copyright or the rights of any third party. c. The ARTWORK (or any duplicate thereof) has not been accepted for sale elsewhere. d. The ARTIST has not sold, assigned, transferred, licensed, granted, encumbered, or utilized the ARTWORK or any element thereof, or any copyright related thereto, which may affect or impair the rights granted pursuant to this AGREEMENT. e. The ARTWORK is free and clear of any liens from any source whatsoever. f. All ARTWORK created or performed by the ARTIST under this AGREEMENT, whether created by the ARTIST alone or in collaboration with others, shall be wholly original with the ARTIST and not infringe upon or violate the rights of any third party. 13 g. The ARTIST has the full power to enter and perform this AGREEMENT and to make the grant of rights contained in this AGREEMENT. h. All services performed hereunder shall be performed in accordance with all applicable laws, regulations, ordinances, etc. and with all necessary care, skill, and diligence. i. These representations and warranties shall survive the termination or other extinction of this AGREEMENT. 5.2. Warranties of Quality and Condition a. The ARTIST represents and warrants that all work will be performed in accordance with professional "workmanlike" standards and free from defective or inferior materials and technique including any defects consisting of "inherent vice," or qualities that cause or accelerate deterioration of the ARTWORK for one (1) year after the date of final acceptance by the CRA under Section 1.9(b). The ARTIST will not be responsible for damaged caused by acts of God or natural disasters. b. The ARTIST represents and warrants that the ARTWORK and the materials used are not currently known to be harmful to public health and safety. c. The ARTIST represents and warrants that reasonable maintenance of the ARTWORK will not require procedures substantially in excess of those described in the maintenance and preservation recommendations submitted by the ARTIST under Section 1.8(0. d. If within one (1) year the CRA observes any breach of warranty that is curable by the ARTIST, the ARTIST shall, at the request of the CRA, cure the breach promptly, satisfactorily, and consistent with professional conservation standards, at no expense to the CRA. The CRA shall give notice to the ARTIST of such breach with reasonable promptness. e. If within one (1) year the CRA observes any breach of warranty that is curable by the ARTIST, the CRA shall contact the ARTIST to make or supervise repairs or restorations at a reasonable fee during the ARTIST'S lifetime. The ARTIST shall have the right of first 14 refusal to make or supervise repairs or restorations. Should the ARTIST be unavailable or unwilling to accept reasonable compensation under the industry standard, the CRA may seek the services of a qualified restorative conservator and maintenance expert. f. If within one (1) year the CRA observes a breach of warranty that is not curable by the ARTIST, the ARTIST is responsible for reimbursing the CRA for damages, expenses, and loss incurred by the CRA as a result of the breach. However, if the ARTIST disclosed the risk of this breach in the proposal and the CRA accepted that it may occur, it shall not be deemed a breach for purposes of this AGREEMENT. g. Acceptable Standard of Display The ARTIST represents and warrants that: General routine cleaning and repair of the ARTWORK and any associated working parts and/or equipment will maintain the ARTWORK within an acceptable standard of public display. ii. Foreseeable exposure to the elements and general wear and tear will cause the ARTWORK to experience only minor repairable damages and will not cause the ARTWORK to fall below an acceptable standard of public display so long as general routine cleaning and repair is performed. iii. With general routine cleaning and repair, and within the context of foreseeable exposure to the elements and general wear and tear, the ARTWORK will not experience irreparable conditions that do not fall within an acceptable standard of public display, including but not limited to mold, rust, fracturing, staining, chipping, tearing, abrading, and peeling. iv. To the extent the ARTWORK incorporates products covered by a manufacturer's warranty, the ARTIST shall provide copies of such warranties to the CRA. The foregoing warranties are conditional and shall be voided by the failure of the CRA to maintain the ARTWORK in accordance with the ARTIST'S specifications and the 15 applicable conservation standards. If the CRA fails to maintain the ARTWORK in good condition, the ARTIST, in addition to other rights or remedies the ARTIST may have in equity or at law, shall have the right to disown the ARTWORK as the ARTIST'S creation and request that all credits be removed from the ARTWORK and reproductions thereof until the ARTWORK is satisfactorily repaired. ARTICLE 6. INSURANCE 6.1. General a. The ARTIST acknowledges that until final acceptance of the ARTWORK by the CRA under Section 1.9(b) any injury to property or persons caused by the ARTWORK or any damage to, theft of, vandalism to, or acts of God affecting the ARTWORK are the sole responsibility of the ARTIST, including, but not limited to, any loss occurring during the creation, storage, transportation, or delivery of the ARTWORK, regardless of where such loss occurs. b. Terms for the procurement and duration of insurance as well as required insurance policies are provided and further described in EXHIBIT C. The City of Clearwater shall be listed as an Additional Insured. c. The ARTIST shall, prior to the execution of this AGREEMENT, provide certificates of insurance evidencing Worker's Compensation, General Liability, and Automobile Liability insurance. If any insurance policy is due to expire during the period of installation, the ARTIST shall provide a certificate of renewal evidencing the required insurance coverage to the CRA not less than fifteen (15) days prior to the expiration date. 6.2. Indemnification a. The ARTIST shall indemnify and hold free and harmless, assume legal liability for and defend the CRA and its officers, employees, agents, and servants, whether they are current or former, from and against all actions, claims, liabilities, assertions of liability, losses, 16 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; claims for bodily injury or death of persons and for loss or damage to property, except as provided herein, of every kind and nature whatsoever, which in any manner directly or indirectly may arise or be alleged to have arisen from the fabrication, transportation, or installation of the ARTWORK as a result of the duties and obligations as required by this AGREEMENT or 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 and/or their subcontractors, employees, and agents in connection with the ARTIST'S performance pursuant to this AGREEMENT. b. This provision shall not be deemed a waiver of the doctrine of sovereign immunity or any provision of Section 768.28, Florida Statutes, and shall no way be construed as consent to be sued by third parties. c. The ARTIST shall immediately notify the CRA of any written claim regarding any such matter resulting from or relating to the ARTIST'S obligations under this AGREEMENT. The ARTIST shall cooperate, assist, and consult with the CRA in the defense or investigation of any such claim arising out of, or relating to the performance of this AGREEMENT. d. This indemnification shall survive the termination or expiration of this AGREEMENT. ARTICLE 7. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 7.1. Ownership Ownership to the ARTWORK shall pass to the CRA upon the CRA'S written final acceptance and payment for the ARTWORK as further described in EXHIBIT D. 7.2. Ownership of Documents 17 One set of presentation materials prepared and submitted under this AGREEMENT shall be retained by the CRA to hold for permanent safekeeping. 7.3. Copyright Ownership The ARTIST retains all rights under the United States Copyright Act of 1976, Title 17, as the sole author of the ARTWORK for the duration of the copyright. 7.4. Reproduction Rights a. In view of the intention that the final ARTWORK shall be unique, the ARTIST shall not make any additional exact duplicate three-dimensional reproductions of the final ARTWORK, nor shall the ARTIST grant permission to others to do so except with the written permission of the CRA. However, nothing shall prevent the ARTIST from creating future ARTWORKS in the ARTIST'S manner and style of artistic expression. b. The ARTIST grants to the CRA and its assigns an irrevocable license to make two- dimensional reproductions of the ARTWORK for non-commercial purposes, including, but not limited to, reproductions used in brochures, media publications, exhibition catalogues or other similar publications provided that these rights are exercised in a tasteful and professional manner. c. All reproductions by the CRA shall contain a credit to the ARTIST and a copyright notice, if secured by the ARTIST, in substantially the following form: Copyright © Cristina Salas 2025. d. The ARTIST shall use the ARTIST'S best efforts in any public showing, resume, or use of reproductions to give acknowledgement to the CRA in substantially the following form: "An original artwork commissioned by the CRA of Clearwater Community Redevelopment Agency." e. The ARTIST shall, if desired and at the ARTIST'S expense, cause to be registered with the United States Register of Copyrights, a copyright of the ARTWORK in the ARTIST'S name. 18 f. If the CRA wishes to make reproductions of the ARTWORK for commercial purposes, including, but not limited to, tee shirts, post cards, and posters, the PARTIES shall execute a separate AGREEMENT to address the terms of the license granted by the ARTIST and the royalty the ARTIST shall receive. g. The CRA is not responsible for any third -party infringement of the ARTIST'S copyright and is not responsible for protecting the intellectual property rights of the ARTIST. ARTICLE 8. ARTIST'S RIGHTS 8.1. General a. The CRA agrees that it will not intentionally alter, modify, change, destroy, or damage the ARTWORK without first obtaining permission from the ARTIST. b. If any alteration or damage to the ARTWORK occurs, the ARTIST shall have the right to disclaim authorship of the ARTWORK in addition to any remedies the ARTIST may have in law or equity under this AGREEMENT. Upon written request, the CRA shall remove the identification plaque and all attributive references to the ARTIST at its own expense within thirty (30) days of receipt of the notice. No provision of this AGREEMENT shall obligate the CRA to alter or remove any such attributive reference printed or published prior to the CRA'S receipt of such notice. The ARTIST may take such other action as the ARTIST may choose in order to disavow the ARTWORK. 8.2. Alterations of Site or Removal of Artwork a. The CRA shall notify the ARTIST in writing upon the adoption of a plan or alteration of the SITE which would entail removal or relocation of the ARTWORK which might result in the ARTWORK being destroyed, distorted, or modified. The ARTIST shall be granted the right of consultation regarding the removal or relocation of the ARTWORK. If the ARTWORK cannot be successfully removed or relocated as determined by the CRA, the 19 ARTIST may disavow the ARTWORK or have the ARTWORK returned to the ARTIST at the ARTIST'S expense. b. The ARTWORK may be removed, relocated, or destroyed by the CRA should the ARTIST and the CRA not reach mutual agreement on the removal or relocation of the ARTWORK after a period not to exceed ninety (90) days after written notice to the ARTIST. During the ninety (90) day period, the PARTIES shall engage in good faith negotiations concerning the removal or relocation of the ARTWORK. c. In the event of changes in building codes, zoning laws, or regulations that cause the ARTWORK to conflict with such codes, laws, or regulations, the CRA may authorize the removal or relocation of the ARTWORK without the ARTIST'S prior permission. In the alternative, the CRA may commission the ARTIST by a separate agreement to make any necessary changes to the ARTWORK to render it in conformity with such codes, laws, or regulations. d. If the CRA reasonably determines the ARTWORK presents imminent harm or hazard to the public, other than as a result of the CRA' S failure to maintain the ARTWORK as required under this AGREEMENT, the CRA may authorize the removal of the ARTWORK without the prior approval of the ARTIST. e. This clause is intended to replace and substitute for the rights of the ARTIST under the Visual Artists Rights Act of 1990 to the extent that any portion of this AGREEMENT is in direct conflict with those rights. The PARTIES acknowledge that this AGREEMENT supersedes that law to the extent that this AGREEMENT is in direct conflict therewith. ARTICLE 9. PERMANENT RECORD 9.1. The CRA shall maintain on permanent file a record of this AGREEMENT and of the location and disposition of the ARTWORK. 20 ARTICLE 10. ARTIST AS AN INDEPENDENT CONTRACTOR 10.1. The ARTIST agrees to create and/or perform all ARTWORK under this AGREEMENT as an independent contractor and not as an agent or employee of the CRA. The ARTIST acknowledges and agrees that the ARTIST shall not hold himself or herself out as an authorized agent of the CRA with the power to bind in any manner. The ARTIST shall provide the CRA with the ARTIST'S Tax Identification Number and any proof of such number as requested by the CRA. ARTICLE 11. NONDISCRIMINATION 11.1. The ARTIST shall not discriminate, in any way, against any person based on race, sex, color, age, religion, sexual orientation, disability, national origin, or any other Federal or State of Florida protected class in connection with or related to the performance of this AGREEMENT. ARTICLE 12. ASSIGNMENT OF ARTWORK 12.1. The ARTWORK and services required of the ARTIST are personal and shall not be assigned, sublet, or transferred. Any attempt by the ARTIST to assign this AGREEMENT or any rights, duties, or obligations arising hereunder shall be void and of no effect unless prior written consent is given by the CRA. The CRA shall have the right to assign or transfer any and all the CRA'S rights and obligations under this AGREEMENT, subject to the ARTIST'S consent, if ownership of the SITE is transferred; if the ARTIST refuses to give consent, the AGREEMENT shall terminate. ARTICLE 13. DEFAULT AND TERMINATION 13.1. Failure or refusal of the 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 CRA, the CRA, upon thirty (30) days written notice, may terminate this contract. Such termination does not waive any other legal remedies available to the CRA. 21 13.2. Either PARTY may terminate this AGREEMENT without recourse by the other where performance is rendered impossible or impractical for reasons beyond such PARTY' S reasonable control such as, but not limited to: acts of nature; war or warlike operations; invasion of extraterrestrial entity or entities; superior governmental regulation or control, public emergency, or strike or other labor disturbance. Notice of termination of this AGREEMENT shall be given to the non -terminating PARTY in writing not less than thirty (30) days prior to the effective date of termination. 13.3. The CRA may terminate this AGREEMENT without cause upon thirty (30) days written notice to the ARTIST. The CRA shall pay the ARTIST for services performed and commitments made prior to the date of termination, consistent with the schedule of payments as further described in EXHIBIT A. The ARTIST shall have the right to an equitable adjustment in the fee for services performed and expenses incurred beyond those for which the ARTIST has been compensated to date with allowance for lost opportunities unless the PARTIES come to a settlement otherwise. 13A. If either PARTY to this AGREEMENT shall willfully or negligently fail to fulfill in a timely and proper manner, or otherwise violate any of the covenants or stipulations material to this AGREEMENT, the other PARTY shall thereupon have the right to terminate this AGREEMENT by giving written notice to the defaulting PARTY of its intent to terminate specifying the grounds for termination. The defaulting party shall have thirty (30) days after the effective date of the notice to cure the default. If it is not cured by that time, this AGREEMENT shall terminate. 13.5. If the ARTIST defaults for cause other than death or incapacitation, the ARTIST shall return to the CRA all funds provided by the CRA in excess of expenses already incurred. The ARTIST shall provide an accounting of such. All fmished drawings, sketches, photographs, and other ARTWORK products prepared and submitted or prepared for submission by the ARTIST under this AGREEMENT shall be retained by the ARTIST. The CRA shall retain the right to 22 have the ARTWORK completed, fabricated, executed, delivered, and installed, however the ARTIST shall retain the copyright in the ARTWORK and all rights under Articles 7 and 8. 13.6. If the CRA defaults, the CRA shall promptly compensate the ARTIST for all services performed by the artist prior to termination. The CRA shall pay the ARTIST for services performed and commitments made prior to the date of termination, consistent with the schedule of payments as further described in EXHIBIT A. The ARTIST shall have the right to an equitable adjustment in the fee for services performed and expenses incurred beyond those for which the ARTIST has been compensated to date with reasonable allowance for lost opportunities. The ARTIST shall retain possession and title to any studies, drawings, designs, maquettes, and models already prepared and submitted, or prepared for submission to the CRA by the ARTIST under this AGREEMENT prior to the date of termination. 13.7. Upon notice of termination, the ARTIST and the ARTIST'S subcontractors shall cease all services affected. ARTICLE 14. DEATH OR INCAPACITY 14.1. If the ARTIST becomes unable to complete this AGREEMENT due to death or incapacitation, such death or incapacity will not be deemed a breach of this AGREEMENT or a default on the part of the ARTIST as further described in this Article. However, nothing in this Article shall obligate the CRA to accept the ARTWORK. a. In the event of incapacity, the ARTIST shall assign the ARTIST'S obligations and services under this contract to another artist provided that the CRA, in the CRA'S sole discretion, approves of the new artist. Alternatively, the CRA may elect to terminate this AGREEMENT. The ARTIST shall retain all rights as further described in Articles 7 and 8. The ARTWORK and any reproductions thereof shall contain a credit to the ARTIST and a copyright notice, if secured by the ARTIST, in substantially the following form: Copyright © Cristina Salas 2025 23 b. In the event of the ARTIST'S death, this AGREEMENT shall terminate the effective date of death. The ARTIST'S heirs shall retain all rights under Articles 7 and 8. The ARTIST'S executor shall deliver to the CRA the ARTWORK in whatever form or degree of completion it may be at the time. Title to the ARTWORK shall then transfer to the CRA. However, the ARTWORK shall not be represented to be the completed ARTWORK of the ARTIST unless the CRA is otherwise directed to do so by the ARTIST'S estate. ARTICLE 15. NOTICES AND DOCUMENTS 15.1. Any notices regarding this AGREEMENT given by either PARTY to the other must be in writing and shall be deemed to have been given, delivered or made, as the cause may be when: (1) delivered by personal delivery; or (2) five (5) business days after having been deposited in the U.S. mail, certified or registered, return receipt requested, with sufficient postage affixed and prepaid; or (3) one (1) business day after having been deposited with an expedited overnight courier service, such as by way of example but not limited to: U.S. Express Mail, Federal Express, or UPS; addressed to the party to whom notice is intended to be given at the address set forth below: For the CRA: For the Artist: CRA Manager CRA of Clearwater 600 Cleveland Street Suite 600 Clearwater, FL 33755 Cristina Salas 519 8th St. Apt. 3R Brooklyn, NY 11215 ARTICLE 16. WAIVER 16.1. The PARTIES agree that a waiver of any breach of violation of any term or condition of this AGREEMENT shall not be deemed to be a waiver of any other term or condition contained 24 herein or a waiver of any subsequent breach or violation of the same or any other term or condition. ARTICLE 17. AUDIT 17.1. The CRA shall maintain records of all documents, notices, checks, and other records required or produced under this AGREEMENT or related thereto. The ARTIST agrees to the maintenance of such records for archival purposes. Such records shall be made available for inspection or audit upon written request by the CRA. Copies of such documents shall be provided to the CRA for inspection when it is practical to do so. Access to such records and documents shall also be granted to any party authorized by the ARTIST, the ARTIST'S representatives, or the ARTIST'S successors -in -interest. The CRA will comply with any open records law applicable to these records. ARTICLE 18. CONFLICT OF INTEREST 18.1. The ARTIST and CRA shall avoid all conflicts of interest or appearance of conflicts of interest in the performance of this AGREEMENT. ARTICLE 19. MEDIATION 19.1. If, during the creation of the ARTWORK, its installation and subsequent existence, either party breaches this AGREEMENT, each PARTY agrees to submit to mediation upon the request of the other provided that the breach is not cured with a reasonable time as further described in Article 13. 19.2. If an ambiguity arises regarding this AGREEMENT upon which the PARTIES cannot agree or a dispute arises as to the completion of a provision, the PARTIES shall submit to mediation. 19.3. Each PARTY agrees to be responsible for its own attorney's fees. 25 ARTICLE 20. AMENDMENTS 20.1. No alteration, change, or modification of the terms of this AGREEMENT shall be valid unless made in writing and signed by both PARTIES hereto. ARTICLE 21. CONFLICTS OF LAW 21.1. If any term, covenant, condition, or provision of this AGREEMENT, or the application thereof to any person or circumstance, shall be held by a court of competent jurisdiction, arbitration panel, or mediation procedures to be in conflict with the laws, rules, and/or regulations of the United States or the State of Florida, invalid, void, or unenforceable, the remainder of the terms, covenants, conditions, or provisions of this AGREEMENT, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby to the extent the remainder of the terms, covenants, conditions, or provisions of this AGREEMENT are capable of execution. ARTICLE 22. CHOICE OF LAW AND VENUE 22.1. This AGREEMENT shall be governed and interpreted by the laws of the State of Florida. Any proceeding related hereto shall be brought and heard in Pinellas County, Florida. ARTICLE 23. ENTIRE AGREEMENT 23.1. This AGREEMENT, including the exhibits, comprises all the covenants, promises, and conditions between the PARTIES. No verbal agreements or conversations between the PARTIES prior to the execution of this AGREEMENT shall affect or modify any of the terms or obligations. ARTICLE 24. SURVIVING COVENANTS 24.1. The covenants and obligations set forth in this AGREEMENT shall survive the design, fabrication, transportation, and installation of the ARTWORK unless otherwise provided for 26 herein and shall be binding upon the PARTIES, their heirs, legatees, executors, administrators, assigns, transferees, and their successors in interest. ARTICLE 25. CONSTRUCTION OF AGREEMENT 25.1. This AGREEMENT shall not be construed more strictly against one PARTY than another merely by virtue of the fact that it may have been prepared by one of the PARTIES, if being acknowledged that both the ARTIST and the CRA have substantially and materially contributed to the preparation thereof. ARTICLE 26. SEVERABILITY 26.1. If any provision of this AGREEMENT is contrary to, prohibited by, or deemed invalid by applicable laws or regulations of any jurisdiction in which it is sought to be enforced, then such provision shall be deemed inapplicable and omitted, but such omissions shall not invalidate the remaining provisions of this AGREEMENT. ARTICLE 27. FURTHER ASSURANCES 27.1. The PARTIES shall promptly execute all documents reasonably required and take such other steps in addition to the execution of this AGREEMENT to effectuate the intent and purpose of this AGREEMENT. (signatures on following page) 27 1N WITNESS THEREOF, the parties hereto have caused this AGREEMENT FOR COMMISSION OF PUBLIC ARTWORK to be executed on the date first above written. ARTIST >`wG\tSb os`). Cristina Salas CRA OF CLEARWATER, FLORIDA Approved as to form: Lead Assistant City Attorney it/11Z g Attest: 28 Exhibit A Timeline for Mercado mural: 2024 - 2025 November 12-15 - Order clay and glazes - Pick up clay and glazes and leave them at studio -Order industrial tiles (call them to see if I order now they can deliver January 14) - Send drawings to print -Pick up drawings and leave them at studio - Rent logding in Clearwater - Reach out to galleries, museums, arts organizations - Reach out to other colleges to find other 4 artists assistants or helpers -Interview and hire documentation student -Interview and hire artist assistant November 18 December 13 -Make 30 handmade tiles and glaze them December 13 January 10 -Continue putting together the team of people -Fire tiles - Pack them - Prepare drawings for mosaic planters January 11-12 -Travel from NYC to Clearwater January 13 - Arrive at Clearwater - Get the pod keys -Get the tiles delivered to site January 14 -Buy materials and tools at Home Depot -Organize materials on site January 15 -First day of installation - Install handmade tiles January 16-17 -Install tiles on wall January 20-24 -Paint on wall -Tile 1,2,3 planter -Paint 1,2,3 planter January 27-31 -Tile planter 4, 5, 6 -Paint planter 4, 5, 6 January 28 -50% of the project will be done: the wall and 4 planters February 3-7 -Tile planter 7, 8, 9 -Paint planter 7, 8, 9 February 7 -Last day of installation Mercado Mosaic Art Payment Schedule: First payment — 50% materials - $37,500 Second payment — 50% completion of artwork - $10,000 Third payment — artwork complete — city of Clearwater and CRA have accepted and taken possession of artwork - $27,500 Exhibit 6 WALL CONCEPT FOR THE MERCATO MURAL INSTALLATION This concept is a scene about people playing music, dancing, ecountering each other, bringing crops and eating together. They are all in a harmonious relation- ship with each other and the environment. Fruit trees and animals are part of the landscape. DESIGN CONCEPT FOR PLANTERS The idea of this design is to use a different color of round penny tiles and paint in each planter. Each planter will represent a different fruit. For example #1 will be a Watermelon and will be mostly covered with pink tile and paint, at times there will be a design made of other colored penny tiles and broken tiles showing a water- melon, flower or insect related to this fruit and so on. (All the tiles are suited for outdoor use). They will measure between 1 and 3 feet in length. In total there will be about 40sf. of special design installed in space. The blue marks throughout the planters show original, unique mosaic design pieces in this drawing. CRISSALAS LLC -Cristina Salas - www.crissalas.com - 305-915-4123 - hoia@crissalas.com Pink area with 2-4 original designs. Watermellon, flower, and bird. 2. STRAWBERRY Red area with 2-4 original designs. Strawberry, flower, and butterfly. _ angigat a 2 !ion iiiiiisare iitiolifirsorox.rdiritypirukke:t$4;:„ -,:my.,....f.„4•Aip, 5 hero w/pr- 4 X tsi 911/1111111012/02n .." ° 4.4,1141PAI,Pifirtit4P12 4. *. IV" . „..„.. - ..,,, . AN N Pink area with 2-3 original designs. Lychee. 4. AVOCADO Green area with 3 original designs. Avocado. 5. ORANGE Orange area with 2 original designs. Oranges and flowers. Yellow area with 2-4 original designs. Lemon. Yellow area with 3 original designs. Pineapple. ..IIACKFRUIT Green area with 3 original designs. Jackfruit. . PA • FKUii.. Purple area with 2-3 original designs. Blueberries. CRISSALAS LLC -Cristina Salas - www.crissalas.com - 305-915-4123 - hola@crissalas.corn MERCATO MOSAIC CLEARWATER 2024-2025 PROJECT EXPENSES DESCRIPTION LINK AMOUNT PERSONNEL Artisti Fee 20% Cristina Salas $ 15,000.00 Project Manager 5% Project Manager Fee $ 2,600.00 $ 14,000.00 Installation of 77711 tile College Artist assistants fg7 each 52.000 TILE PRODUCTION SUPPLIES Print design and others 5603 TILE PRODUCTION NY TILES PRODUCTION 50 handmade tiles 5 9,500.00 STUDIO RENT - 5 1.500.00 INDUSTRIAL TILE EXPENSES TILE FOR WALL 44' length x 8' _ 352sft (CONFIRM) (60% is 210sft) Glass tile, ceramic subway tile squares glass pool tile, porcelain penny round ., 4." DJ. 03 3 5.400 004; TILE FOR PLANTERS St. 631sft (CONF RMI (60% IE 374sft ;orcelain penny round PAINT 9 pair colors and vanish Sherwin Williams 51.220.00 INSTALLATION TOOLS AND MATERIALS TOOLS Brushes, buckets, rolls, etc. $ 270.00 THINSET Thinset 1 bag of 50Ib covers 95sf for 800sf : 10 bags each cost 340.00 3 400.00 GROUT Grout 1 bag of 50lb cover 50sf for 800sf : 16 bags each cost 540.00 3 640.00 EQUIPMENT RENTAL EXPENSES Equipment Rental Expenses TBD ------ S 1,700.00 TRAVEL -- — _ Transportation of tile in NYC $ 200.00 Transportation of tiles from NYC to Clear.vater 2,120.00 EXPENSES WHILE IN FLORIDA Apartment in Clearwater $150 a day for 30 days $ 4,500.00 Transportation while in Florida 5 500.00 Food ...tile it Downtown Clear.tiater 5100 a day for 30 days S 3.00.00 OTHER Insurance S 250.00 Contingency (10%) 5 7,500.00 TOTAL CASH EXPENSE $ 75,000.00 Exhibit C ACORiJ CERTIFICATE OF LIABILITY INSURANCE `...--- DATE(MM/2024Y) 11 /07/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the po icy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Gaslamp Insurance Services, LLC Miguel Sanchez 2244 Faraday Avenue #125 Carlsbad, CA 92008 NAME: Customer Customer Service Department PHONE FAX (A/C, No. Ext): (800) 920-4125 (A/C, No): (800) 920-4107 AIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Third Coast Insurance Company 10713 INSURED Crissalas LLC 519 8th Street Apt 3r, Brooklyn, NY 11215 INSURER B : INSURER C : INSURER D : GLSISTC007878524 INSURER E 12/07/2025 INSURER F : $ $1,000,000 COVERAGES CERTIFICATE NUMBER: 3324105-001 THIS IS TO CERTIFY THAT THE INDICATED. NOTWITHSTANDING CERTIFICATE MAY BE ISSUED EXCLUSIONS AND CONDITIONS POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL X CLAIMS -MADE LIABILITY GLSISTC007878524 12/07/2024 12/07/2025 EACH OCCURRENCE $ $1,000,000 OCCUR DAMAGE T` PREM SESO(EaEoccu occurrence) $ $50,000 MED EXP (Any one person) $ $5,000 , X ` ' X PERSONAL&ADV INJURY $ $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ $2,000,000 PR POLICY JECOT LOC PRODUCTS - COMP/OP AGG $ $2,000,000 OTHER: $ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ -- PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAR EXCESS UAB OCCUR a CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS Y / N ❑ below N / A n SPER TATUTE ETH E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS City of Clearwater - Attn. to the extent provided in "Additional Insured status / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Cultural Affairs is/are named as Additional Insured; Primary Non -Contributory Wording & Waiver of Subrogation apply, the attached form(s). is subject to all policy terms, exclusions and conditions CERTIFICATE HOLDER CANCELLATION City of Clearwater - Attn. Cultural Affairs PO Box 4748 Clearwater, FL 33758 ACORD 25 (2016/03) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Brent Nelson © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Third Coast Insurance Company 15200 West Small Road • New Berlin, WI 53151 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIRD COAST INSURANCE COMPANY COMMERCIAL GENERAL LIABILITY POLICY ADDITIONAL INSURED ENDORSEMENT INCLUDING PRIMARY COVERAGE AND WAIVER OF SUBROGATION The section of the policy entitled III. — WHO IS AN INSURED is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in a legally enforceable written contract or agreement entered into before your work commenced, that such person or organization be added as an additional insured on your policy. The coverage afforded by this endorsement is only (1) with respect to liability in connection with the original Named Insured's ongoing operations performed for said Additional Insured during the term of this policy, and (2) only if the Additional Insured performs all obligations required under this policy. The coverage afforded to an Additional Insured is limited to a claim made for a Covered Loss not covered by other insurance available to an Additional Insured, and is limited by the provisions of the Insuring Agreement, Exclusions, Conditions set forth in the policy and all endorsements thereto. No coverage is afforded under the "products -completed operations hazard" for an Additional Insured pursuant to this endorsement. The coverage afforded to an Additional Insured under this endorsement ends as of the date of completion, abandonment, or termination of the work of the Named Insured at any jobsite, project, or structure. There is no coverage hereunder for any Additional Insured in connection with any claim or suit involving any claim for damage that takes place or is alleged to take place following completion of the Named Insured's work. The "work" of the Named Insured will be deemed completed as of the date all work, including materials, parts or equipment furnished in connection with such work, on the project or any structure therein (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed, or when that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization, including another contractor or subcontractor engaged in performing operations as part of the same project, whichever is earlier. The coverage provided for the Additional Insured is only to the extent that the additional insured is held liable for the negligence or strict liability of the Named Insured, and is only to the extent of and in the proportion Additional Insured is held liable for the negligence or strict liability/conduct/acts of the Named Insured. No coverage is provided for liability based upon the acts, errors or omissions of the Additional Insured. If expressly required by a written and legally enforceable contract entered into by the Named Insured prior to commencement of work by the Named Insured for the Additional Insured, then the insurance afforded by the policy to the Additional Insured shall be primary insurance, and any insurance or self-insurance maintained by the above Additional Insured shall be excess of the insurance afforded to the Named Insured and shall not contribute to it. If expressly required by a written and legally enforceable contract entered into by the Named Insured prior to commencement of work by the Named Insured for the Additional Insured, then we waive any right of subrogation we may have against an entity that is an Additional Insured per the terms of this endorsement because of payments we make for injury or damage arising out of "your work" performed under such written and legally enforceable contract with that Additional Insured. Except as set forth above, all of the terms, conditions and exclusions of the policy apply and remain in effect. Policy No.: GLSISTC007878524 Third Coast Insurance Company Date: 12/07/2024 By: �+ Time: 12:01 a.m. 4LeP 4 -;: b.1` ,_ /�� . C• d Abel Travis, President Bobbi Ellic&.Corporate Secretary TCIC AIE OPWS 00 01 0318 Page 1 of 1 Third Coast Insurance Company Exhibit D TRANSFER OR TITLE CERTIFICATE OF APPROVAL AND ACCEPTANCE Clearwater Public Art and Design Program PROJECT: Mercado Mosiac Art ARTWORK: TBD ARTIST: Cristina Salas (Brooklyn, NY) This certifies that the ARTWORK entitled "TBD" has been completed, in significant form to the DESIGN, by ARTIST Cristina Salas of Crissalas LLC. of 519 8th St. Apt 3R Brooklyn, NY 11215. The CITY hereby accepts the ARTWORK into its Public Art and Design Program collection through the purchase and transfer or title to the ARTWORK. Cristina Salas, Artist Date Jesus Nino, CRA Director Date Witness Date