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ARTIST AGREEMENTARTIST AGREEMENT This Artist Agreement ("This Agreement") is made and entered into this a- day of May 2025, by and between THE CITY OF CLEARWATER, FLORIDA ("City"), a Florida municipal corporation, THE DOWNTOWN DEVELOPMENT BOARD (the "DDB"), an independent special district organized and operating pursuant to the ordinances and laws of the City of Clearwater and SITKI DOGAN a private artist (the "Artist")(collectively the City, the DDB, and the Artist are the Parties"). 1. Site Use a. The City here by gives permission to the Artist to perform artistic services provided under this Agreement in its right of ways located at the 400 and 500 blocks of Cleveland Street, Clearwater, FL 33755 (the "Site") 2. Purchase and Acceptance. a. By May 21, 2025, the Artist shall submit to the DDB the design concepts (the "Design") in the form of detailed drawings, models, and other supporting documents as necessary for the creation of two (2) artworks (the "Artwork"). b. Within five (5) business days after the Artist submits the Design, the DDB shall notify the Artist whether it approves or disapproves of the Design. The DDB shall have discretion in approving outright, with conditions, or rejecting the Design. The DDB shall notify the Artist of any revisions to the Design as are necessary for the artwork or artworks to comply with any applicable laws, ordinances, and/or regulations and other reasons including, but not limited to, ensuring the physical integrity of the artwork or its installation at the Site. If agreed upon by both the DDB and the Artist, such revisions will become part of the accepted Design. The final approved Design shall be used as the template to create the Artwork. c. Upon approval of the Design, the Artist hereby conveys by sale the Artwork, and its legal title, to the DDB, and the DDB hereby accepts the Artwork under the terms, qualifications, and conditions as set forth in this Agreement. 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 intends by this sale to relinquish all rights with respect to such Artwork. d. The DDB agrees to award the Artist a One Thousand Six Hundred Dollars and 00/100 Cents ($1,600.00) stipend for the completion of the Artwork. Eight Hundred Dollars and 00/100 Cents ($800.00) will be paid upon execution of this Agreement and Eight Hundred Dollars and 00/100 Cents ($800.00) will be paid upon the DDB's final acceptance of the completed Artwork. e. The Artist shall notify the DDB in writing when all services as required by this Agreement, have been completed in substantial conformity with the Artwork. f. The DDB shall promptly notify the Artist of its final acceptance of the completed Artwork seven (7) business days after the Artist submitted written notice under Section 2.(e). The effective date of final acceptance shall be the date the DDB submits written notice to the Artist of its final acceptance of the Artwork. The final acceptance shall be understood to mean that the DDB acknowledges completion of the Artwork in substantial conformity with the Design, and that the DDB confirms that all services as required of all Parties by this Agreement prior to this paragraph have been completed. Title to the Artwork passes upon final acceptance and final payment. 3. Agreement Period. This Agreement shall commence on the date first above written, and shall terminate upon one (1) day after installation by the Artist. 4. Installation, Maintenance, and Removal. All Artwork shall be installed according to the installation schedule to be provided to the Artist in writing after execution of this Agreement. The Artwork will be maintained at the Site for one (1) day after installation by the Artist. Pursuant to 17 U.S.C. § I 06(e)(1), the Artist specifically waives any protections afforded to the Artist under 17 U.S.C. § 106A(a)(3) with respect to the Artwork and the uses of the Artwork as described in this Agreement. The Artist also acknowledges that removal of the Artwork from the Site may subject the Artwork to destruction, distortion, mutilation, or modification. In addition, in the event there is a condition or accident that occurs outside the reasonable control of the DDB, such as an act of God, resulting in damage or destruction of the Artwork, then the Artwork may be removed or replaced. The DDB may remove the Artwork from the site for any reason or no reason at all following the date of completion. 5. Installation Requirements. a. The Artist shall be solely responsible for all labor, travel, and material costs associated with building, transporting, and installing the Artwork. b. The Artist shall install the Artwork subject to the following performance standards: i. The Artist shall submit a design for approval from the DDB prior to installation; and, c. The Artist shall coordinate all Artwork installation requirements with the DDB's appointed artist liaison in order to ensure that there is cooperation and cohesiveness in the incorporation of the Artwork onto the Site, as so that there shall be the least amount of interference between the Artist and the DDB. d. The Artists is responsible to ensure a safe environment while their work is in progress and shall have, prior to the commencement of work under this Agreement at all time during said work, all required licenses and permits whether federal, state, County, or City. e. The risk of loss and damage during construction and installation shall be borne solely by the Artist. 6. Insurance Requirements. The Artist shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives, or agents to acquire and maintain during the term with the City, sufficient insurance to adequately protect the respective interest of the Parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. In addition, the City has the right to review the Artist's deductible or self-insured retention and to require that it be reduced or eliminated. Specifically, the Artist must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the termination or expiration of this Agreement: a. Commercial General Liability Insurance coverage, including but not limited to, bodily injury, personal injury, death, property damage, advertising liability, premises operations, products/completed operations, severability of interest, and contractual liability in the minimum amount of $250,000 (thousand dollars) per occurrence and $500,000 (thousand dollars) general aggregate. b. Unless waived by the State of Florida and proof of waiver is provided to the City, Worker's Compensation (WC) & Employer's Liability Insurance Coverage for all artists engaged under the Agreement, Worker's Compensation as required by Florida law and Employer's Liability with minimum limits of (a) $500,000 bodily injury each artist and each accident, $500,000 bodily injury by disease each artist, and $500,000 bodily injury by disease policy limit for quotes or agreements valued at $50.000 and under. c. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. WAIVER OF SUBROGATION — With regard to any policy of insurance that would pay third party losses, Artist hereby grants the City a waiver of any right to subrogation which any insurer of the Artist may acquire against the City by virtue of the payment of any loss under such insurance for liability and workers compensation coverages. Artist agrees to obtain any endorsement that may be necessary to affect such waiver, but this provision shall apply to such policies regardless of whether or not the city has received a waiver of subrogation endorsement from each insurer. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. Other Insurance Provisions. a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains in effect, the Artist will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an "Additional Insured" with respect to general liability coverage. b. In addition, when requested in writing from the City, the Artist will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: DDB P.O. Box 4748 Clearwater, FL 33758-4748 c. The Artist shall provide thirty (30) days written notice of any cancellation, non- renewal, termination, material change or reduction in coverage. d. The Artist's insurance as outlined above shall be primary and non-contributory coverage for the Artist's negligence. e. The Artist reserves the right to appoint legal counsel to provide for the Artist's defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to the Artist's equipment, or service. The Artist agrees that the City shall not be liable to reimburse the Artist for any legal fees or costs as a result of the Artist providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the City, and failure to request evidence of this insurance shall not be construed as a waiver of the Artist's obligation to provide the insurance coverage specified. 7. Maintenance. The Artist agrees to provide all paint colors from their piece and allow others individuals authorized by the City to make touch-ups and repairs to their artwork if the piece needs maintenance and the original artist is not available. 8. Records. The Artist shall keep such records as are necessary to document the performance of this Agreement and give access to these records at the request of the DDB. 9. Notice. Notice, when required herein, shall be deemed properly given and complete when provided by personal delivery, or upon five (5) days after mailing U.S. first class mail, postage prepaid to the following addresses, or to any other updated address which may have been provided in writing from one party to the other: Artist: Sitki Dogan Address: 8326 Martingale Drive , 211 City, State, Zip: Lake Worth , 33467, FL DDB: Community Development Board ATT: Jesus Nifio 600 Cleveland St, Suite 600 Clearwater, FL 33755 Each party shall ensure that the other party is properly notified in writing of any revisions or updates to these addresses. 10. Termination for Breach. The DDB may immediately terminate this Agreement for any breach of the terms herein. Such termination shall take place immediately upon receipt of written notice of said termination. Any waiver of any breach of covenants contained herein shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the DDB from declaring a forfeiture for any succeeding breach of the same conditions or of any other conditions. 11. Indemnification. Subject to Florida Statutes Section 768.28, the Artist agrees to indemnify, defend and hold harmless the DDB and City and any of its directors, officers, employees, agents, assigns from and against any and all claims, losses, demands and expenses, including but not limited to, attorney's fees and cost of litigation, on account of bodily injury, including death, or property damage arising out of or in any way connected to the construction, installation and Artist's maintenance of the Artwork, if any, as required under this Agreement. 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. 12. Entire Agreement. This Agreement constitutes the entire Agreement of the Parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the Parties. 13. Consent to Jurisdiction. This Agreement, its performance, and all disputes arising hereunder shall be governed by the laws of the State of Florida, and all parties agree that the proper venue for any actions shall be in Pinellas County. IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed in its corporate/legal name by its authorized representatives or persons authorized to execute this Agreement on the date and years first above written. ARTIST: Sitki Dogan 05/22/2025 Artist Date PROPERTY OWNER: City of Clearwater J:l er ' oirrier Ci Manager Date AN INDEPENDENT SPECIAL DISTRICT ORGANIZED AND OPERATING PURSUANT TO THE ORDINANCES AND LAWS OF THE CITY OF CLEARWATER: Downtown Development Board Jesus N o DDB Director / Date