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ARTIST AGREEMENT (4)ARTIST AGREEMENT This Artist Agreement ("This Agreement") is made and entered into this 19th 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 JANET TOMBROS 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 confonnity 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 fmal 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)(l), 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 ofA-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: Janet Tombros Address: 1301 Majestic Oak Drive city, State, Zip: Apopka, Florida 32712 DDB: Community Development Board ATT: Jesus Nino 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: Janet Tombros PROPERTY OWNER: City of Clearwater Date May 19, 2025 if o' Date Jenn e City Manager AN INDEPENDENT SPECIAL DISTRICT ORGANIZED AND OPERATING PURSUANT TO THE ORDINANCES AND LAWS OF THE CITY OF CLEARWATER: Downtown Development Board Date 4ei Janet P. Tombros Creating Art with Life and Energy Tombros LLC 1301 Maject Oak Drive Apopka, FL 32712 407-489-0525. jptartist@gmail.com TO DDB: Community Development Board ATT: Jesus Nino 600 Cleveland St Suite 600 Clearwater, FL 33755 INVOICE DATE 05/16/2025. Description of Payment AMOUNT 05/16/25 Artist will design two graduation works of art. 1. Seminole High School 2. Pinellas Park High School Designs will include school mascot in school colors Artist will install approved designs between the dates of May 25 - May 27, 2025 (artist will notify DDB of dates based on best weather) $800.00 will be paid upon execution of agreement $800.00 paid upon acceptance of completed artwork TOTAL $1,600.00 Far W-9 (Rev. March 2024) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Go to www.Yapov/FamWB for Instructions end the West information. Give form to the requester. Do not send to the IRS. Before you begin. For guidance related to the purpose of Form W-9, we Purpose of Foran, below. 1 Name of erntnyMndividual. M entry is required. (For a sole proprietor or disregarded entity. anter the owner's name on line 1, and enter the MMktMNdieregsded entity's name on Orme 2. Janet P. Tobmros entities, it is your employs Identlticatbn number (tile). If you do not flava a number, 71N, later. Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter. Or Employer Identification number P.irt II Certification Under penalties of perjury. I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to ba issued to me); and 2. I am not subject to backup withholding because (a)1 am exempt from backup withholding. or (b) 1 have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3.1 am a U.S. citizen or other U.S. person (defined below): and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For red estate transactions. Rem 2 dose not apply. For mortgage interest paid, acquisition or abandonment of seared property, cancellation of debt, contributions to an individual retirement arrangement PRA), and, generally, payments other than interest and dividends. you are not required to sign the certificatlon, but you must provide your correct 11N. See the instructions for Part II, later. Sign Here 6ign5Me et U.S. person General Instntctions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published. 90 to www.irs.gov/FormW9. What's New Line 3a has been modified to clarify how a disregarded entity completes this line. M LLC that lea disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, R should check the 'LLC' box and enter its appropriate tax classification. Drs May 16, 2025 New fine 3b has been added to this tomo. A flow-through entity is required to complete this line to indicate that R has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow -though entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners. owners, or beneficiaries, so that R can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). Purpose of Form M individual or entity (For W-9 requester) who is required to file an information return with the IRS is giving you thio form because they Cat. No. 10231X Form W-9 (Rev. 3-2024) 2ni raidtL`t `" if differentfrom above. ' € 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on One 1. Check Only one of the following seven boxes. 51 Individual/sole proprietor 0 C corporation 0 S corporation 0 Partnership 0 Tnrat/eetate 0 LLC. Ener the fax classification (C = C corporation. S = =potation, poration, P - Partnership) . . . . 4 Exemptions (codes apply only to certain entities. not individuals: see instructions on page 3): Exempt payee code fif any) 2 a Note Check the'LLC- box above and, in the entry pace, enter the appropriate code (C. S. or P) for the tax classification of the LLC. unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of Its owner. Other (see instructions) Exemption from Foreign Account Tax Compliance Act (FATCA) reporting code (if any) I0 I 3b Mon &e 3a you checked "PannerWtip" or'Trust/estate." or checked "LLC" and entered -P" as its tax classification, and you are providing this form to a partnership, trust, or estate in which you have an ownership kismet. chock box if you have am foreign paramos. owners, or beneficiaries. See instnx:tlone 0 to accounts maintained outside far United States.) I 6Magmas 13O1`�Majest'c Oa�c���lve aname and address (opnoref) 6 City. state.ZIP code Apopka, FL 32712 T List account nrnber(s) here (options() P, rt I Taxpayer Identification Number (TIN) Social security number line 1 to Enter your TIN in the appropriate box. The TIN provided must match the name given on avoid backup withholding. For individuals, this is generally your social security number (SSN). However. for a entities, it is your employs Identlticatbn number (tile). If you do not flava a number, 71N, later. Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter. Or Employer Identification number P.irt II Certification Under penalties of perjury. I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to ba issued to me); and 2. I am not subject to backup withholding because (a)1 am exempt from backup withholding. or (b) 1 have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3.1 am a U.S. citizen or other U.S. person (defined below): and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For red estate transactions. Rem 2 dose not apply. For mortgage interest paid, acquisition or abandonment of seared property, cancellation of debt, contributions to an individual retirement arrangement PRA), and, generally, payments other than interest and dividends. you are not required to sign the certificatlon, but you must provide your correct 11N. See the instructions for Part II, later. Sign Here 6ign5Me et U.S. person General Instntctions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published. 90 to www.irs.gov/FormW9. What's New Line 3a has been modified to clarify how a disregarded entity completes this line. M LLC that lea disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, R should check the 'LLC' box and enter its appropriate tax classification. Drs May 16, 2025 New fine 3b has been added to this tomo. A flow-through entity is required to complete this line to indicate that R has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow -though entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners. owners, or beneficiaries, so that R can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). Purpose of Form M individual or entity (For W-9 requester) who is required to file an information return with the IRS is giving you thio form because they Cat. No. 10231X Form W-9 (Rev. 3-2024) AG RO= CERTIFICATE OF LIABILITY INSURANCE DATE (AMIDD/YYYY) 05/16/2025 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(iss) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may squire an endorsement A statement on this certificate does not confer rights t0 the certificate holder In lieu of such endorsement(s). PRODUCER Next First Insurance Agency, Inc. PO Boz 60787ENIAIL Palo Alto, CA 94306 CONTACT ..TNItE;._____ ___.... No. (855) 222-5919INC. R,); ADDRESS: supponCOnextinsurance.com INSURERS) AFFORDING COVERAGE i NAIC S INSURER A : State National Insurance Company. Inc. 112831 INSURED Tombros, LLC 1301 Majestic Oak 0r Apopka, FL 32712 I INSURER B : rt INSURER C ; INSURER 0: INSURER E : INSURER F •781086044 ION NUMBER: v THIS •IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TER LTR TYPE OF INSURANCE wee MID POLICY NUTTER IIBIiDD1YYYY1 POLIC7 EXT. S IIaW01YYY17 LItB1T A X COMMUN. GENERAL _. CLAIMS-MADE1 LMNLrTY X OCCUR 5 INXTK7TFQV3-00-GL 05/16/2025 05/16/2026 1 EACH OCCURRENCE S1,000,000.00 r S100,000.00 � �1 t I. I MED EXP (Arty one non)S15,000.00 _.. PERSONAL &ADV INJURY 81,000,000.00 GENL AGGREGATE LIMIT APPLES PER: X POLICY I JECT 1 1 LOC 1 OTHER: 'rGENERAL AGGREGATE , 52,000,000.00 ! PR000CTS• COMP/OP AGG 52,000,000.00 ! S AUTOMOBILE — LMNUTY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS AUTOS ONLY COMBINEDtSINGLE LIMIT $ Me accieloo BODILY INJURY (Per mown) E BODILY INJURY (Per accident) $ PROPERTY DAMAGE eccMentl ,test .. S UMBRELLA UM) I—� OCCUR EXCESS LAX I : CLAIMS -MADE � EACH OCCURRENCE IS _.......-.. AGGREGATE S DED I I RETENTIONS 'i $ WORKERS AND ANYPROPRIETORPARTNEWEXECUTIVE OFFICEREMBEREXCLUDED4 (Menddery l Kis, DESCRIPTION COMPENSA UTILITYTiT�., EMPLOYERS. UTILITY IM le NN)E Nos Y / N ❑ below MIA i.. A ;.R EL. EACH ACCIDENT '.S L. DISEASE - EA EMPLOYEE. $ E.L. DISEASE - POLICY LIMIT S desacs under OF OPERATIONS I DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES IACORD 1e1, A4SSAeM Remarks Sdndule. may be The Certificate Holder is Clearwater. This Certificate Holder is an Additional Insured on the General Certificate Holder privileges apply only it required by written agreement between the Certificate epees N required) per the Additional Insured Automatic Status Endorsement. All Insured. and are subject to policy terms and conditions. aIMelred mere Liability policy Holder and the SIGN • Mr Clearwater ^' V. • .00.•••••••,1LIVE Atm: DOBa PO Box 4748 Clearwater, FL 33758 1 CERTIFICATE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ME ACCORDANCE WITHE POLICY PROVISIONS. ❑ 14„''''- - • ,uJ ,� .-o o . 'f y;-1rrVr' AUTHORIZED REPRESENTATIVE Click or scan to view ACORD 25 (2016/03) The ACORD name and Togo are registered marks of ACORD . All rights reseryed.