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HomeMy WebLinkAboutR-2024-153 Lead with Love Mural at MarinaRESOLUTION NO, 2024- Iffi A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORZING TIIE EXECUTION OF AN AGREEMENT WITH BUSINESS FOR THE ARTS OF BROWARD, INC. (BFA) TO COMMISSION ARTIST CEY ADAMS TO PAINT AN ORIGINAL LEAD WITH LO\TE MURAL AT THE CITY MARINA; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTTVE DATE' WHEREAS, the city's Marina is located in the city's ocean Park at 300 North Beach Road; and WIIEREAS, the City wishes to create a sense of place, creatively enhancing the exterior west wall of the Marina building to complement the surrounding environment and function within the existing space; and WHEREAS, the Business for the Arts Broward, lnc. (BFA), a not-fol-profit corporation, has planned a series of murals by artist Cey Adams in Broward County and selected Dania Beach as a partner for a mural project at the City's Marina; and WHEREAS, on August 19,2024, the Public Art Advisory Board recommended that the City Commission engage BFA to commission Cey Adams to facilitate and create an original "Lead with Love" Mural; and WHEREAS, BFA will manage and facilitate completion of the art installation and all related expenditures; and WHEREAS, the City's contribution for the art installation project is Twenty Thousand Dollars ($20.000.00) payable to BFA. NOW, THEREFORE, BE IT RESOLV.ED BY THE CITY COMMISSION OF THE CITY OF'DANIA BEACH, FLORIDA: Section 1. That the above "Whereas" clauses are ratified and confirmed, and they are made a part ofand incorporated into this Resolution by this reference. Section 2. That the Mural creation Agreement is attached as Exhibit "A" and incorporated and made a part of this Resolution by this reference. Section 3. The minimum insurance coverage that must be obtained by the artist is attached as Exhibit "B" and incorporated and made a part of this Resolution by this reference. Section4.TheCity'scontributionfortheartinstallationprojectisTwenryThousand Dollars ($20,000.00) payable to BFA, and funding for this project shall be appropriated in the city Public Art Fund, within the Professional Services Account, Account No l l5-15-01-515-31-10' section 5. That all resolutions or parts ofresolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 6. That this Resolution shall be effective l0 days after passage' PASSED AND ADOPTED ON C 1 ,2024 Motion by FINAL VOTE ON ADOPTION: Commissioner Joyce L. Davis Commissioner Tamara James Commissioner Marco Salvino Vice Mayor Lori Lewellen Mayor Archibald J. Ryan IV second by Unanimous Yes No pfjy'e_ 0 5 / ATTES ELORA C CITY CLERK APPROVED AS TO FORM AND CORRECTNESS: EV IS ORNEY ARCHI AL R MAYOR C 1 RESOLUTION #20 24.6\ EXHIBT ..A' This Mural Creation Agreement ("Agreement") is made on this 5 day of September. 2024. betu,een the CITY OF DANIA BEACH (the "City of Dania Beach"). and Business for The Arts ol Broward, lnc.. a Florida not for profit corporation (-BFA-). In consideration of the mutual covenants contained herein and other good and valuable consideration. the sufiiciencl and receipt ol which is hereby acknowledged. the parties agree as follows: l. BFA Engagement and Mural T oc4tion. The Ci ty of Dania Beach hereby engages BFA to curate one ( I ) mural ("Mural") to be displayed at the following location: (a) Marina Wall. 3l N Beach Road. Dania Beach FL ("Location"). (b) The Mural shall include approximately 1.360 sq ft located on one extemal wall measuring 68 feet long and 20 feet tall at Marina Wall, 3l N Beach Road, Dania Beach FL. 2. Artist Selection and En ement. The Ci t;- of Dania Beach has approved artist Ce1' Adams (the "Artist") for the Mural. The City of Dania Beach and BFA are simultaneously entering into a Mural Artist Engagement with the Artist. The Mural Artist Engagement is hereby attached as Addendum I . 3. Design and Mockups. BFA will work with the Artist to create an initial mocku pof the Mural (the "Design") and submit to the City ol Dania Beach for its review and approval. The Design includes up to two (2) revisions of the initial mockup for the mural design. Additional tbes may be required lor any additional revisions once the Artist has created two (2) revisions to the mockup. 4. Commencement of Mural Installation. Once the City of Dania Beach approves a final mockup for the Location, BFA shalt use commercially reasonable effbrts to cause the Artist to commence mural installation at such Location within thirty (30) days, subject to the Artist's availability. 5. Fees. In consideration for providing the services described in this Agreement. the City of Dania Beach shall pay BFA a total of Twenty Thousand and 00/100 Dollars ($20.000.00) as set forth below ("Mural Fees"): (a) A Deposit in the amount olTen Thousand and 00/100 Dollars ($ 10,000.00) to be paid upon the execution ofthis Agreement. (b) A final payment of Ten Thousand and 00/100 Doltars (510,000.00) when the Mural is completed. Mural Fees will be applied to costs associated with the following: (i) artwork and design: (ii)mural design: (iii) prof'essional quality paint and other Mural supplies. including application of anti-graffiti UV coating ifoutside mural: (iv) rental fees for lift rental and scaffolding, if needed: rental of a POD to store supplies with the City of Dania Beach allowing the artist to park on site and (v) all compensation to the Artist to paint the Mural, unless additional fees are due as a result of revisions. 3 RESoLUTToN #202 4-143 MTJRAL CTIRAl'ION AGREEME,NT Mural Fees do not include (i) u'all preparation. e.g.. tilling cracks. scraping peeling paint. priming the u,all befbre mural execution with exterior paint, or other surface preparation necessary' prior to the painting ol the Mural; (ii) removal or relocation of any electrical u'ires or other obstructions, if necessaryl and (iii) additional permitting costs. if any required by the city. The City of Dania Beach is responsible lor the cost ofthe items set forth in this paragraph. 6. Pern.rittinu. In the e\-ent an1 permitting is required tbr the IVIurals. the Citl of Dania Beach shall be responsible tbr obtaining same. provided BFA shall assist the Citl ol Dania Beach as necessary'. Any costs or fees incurred in connection r.l ith said permitting (the "Permitting Fees") shall be the responsibility of the City of Dania Beach. 7. Representations and Permission of The Ci ty of Dania Beach represents and warrants that (i) the City of Dania Beach is authorized to grant BFA and the Artist permission to enter the premises at and sunounding the Location where the Mural is to be located: (ii) the City ol Dania Beach is authorized to grant BFA and the Artist all necessary permissions to install and paint the Mural at the Location: and (iii) the Ciry' of Dania Beach holds or *.ill obtain all governmental licenses. sign permits. and other permits or permissions that are necessar)'to allou the Artist to paint the Mural at the Location. BFA and the Artist are hereby granted permission to enter the premises at the Location and to paint the Mural. In the event any permits are required fbr the Mural, the City of Dania Beach will pay fbr any permit fees or application lees as set forth hereinabove. 8. Representations and Warranties of the City of Dania Beach and BFA. Each party represents and warrants to the other party that: (a) It is duly organized. existing and in good standing as under the laws of its State of flormation. the execution. delivery and performance of this Agreement are w-ithin such party's po\\-ers. and have been duly authorized by all necessary action: this Agreement is the legal, valid and binding obligation of such party, enfbrceable against such in accordance with its terms except to the extent that enfbrcement may hereafter be limited by bankruptcy. insolvency, reorganizations, moratorium or other similar laws affecting enforcement of creditors' rights generally and by general equity principles: and this Agreement is not in conllict with the terms ol such party's articles of incorporation, articles of organization, bylaws, operating agreement or other goveming documents, or ofany material indenture. agreement or undertaking to w'hich such paq is bound. (b) Unless otheru'ise set tbrth herein. no approval or other action by. or notice to or liling with. any third party or any govemmental authority is required in connection with the transactions contemplated hereby. (c) The performance olthis agreement by such party will not violate any order of any court or governmental body having competent jurisdiction or any law or regulation that applies to such party. 9. Indemnillcation. Each part) agrees to indemni! the other party lor any and all claims. demands. actions. proceedings. investigations and rights of action. including reasonable altome)'s' fees and costs. nhether suit is instituted or not. and if instituted. uhether at an1'trial or appellate level (collectivelv. "Damages"). which ma1' arise by virtue of': l RESOLUTION #2024. (a) anything done or omitted to be done by the indemnifoing party through or by its agents. employees or other representatives outside the scope or in breach ofthe terms ofthis Agreement: (b) any breach of warranty or representation contained herein; (c) any misrepresentation, omission or inaccuracy in any schedule. instrument or document delivered or to be delivered hereunder or in connection with the transactions herein contemplated. Notwithstanding an)'contrary provision herein. the parties hereto acknowledge that City of Dania Beach enjoys the benefits ofsovereign immunity. and nothing contained herein shall be construed as a waiver or limitation of such sovereign immunity. Whether such liability be in contract, tort, or other theory of tiability. the City of Dania Beach liability shall not be more than the limits established in section 768.28. Florida Statutes. All terms and provisions in the Agreement, or any disagreement or dispute conceming it, shall be construed or resolved so as to ensure the City of Dania Beach of the limitation on liability provided to political subdivisions of the State as established in Section 768.28, Florida Statutes. as amended. 10. Notice. Any notice to be given by any ofthe parties hereto may be effected either by personal delivery in writing, Federal Express or any other nationally recognized overnight carrier or bl mail. certified or registered and postage prepaid. u'ith retum receipt requested. and addressed: lf to BFA: Business for The Arts of Broward, Inc. 201 East Las Olas Blvd Ste 1900 Ft- Lauderdale. FL 33101 If to City of Dania Beach Eleanor Norena, CFM Communitl Development Director enorena(4,daniabeachfl. sov 100 W Dania Beach Blvd, I)ania Beach. FL 33004 Phone: 954.924.6805. x3645 Notice shall be deemed to be given (a) ifpersonally delivered. when delivered. and (b) if by Federal Express or similar delivery service, one business day after deliver to such carrier (or when delivered if next day delivery is not requested). Each party. by similar written notice given five days in advance to the other parties in the aforesaid manner, may change the address to which notice may be sent. I l. Bindins Effect. This A greement shall inure to the benefit oL and be binding upon. the parties hereto including their affiliates. successors and assigns. RESoLUiloN i2024-lq3 I l. Course of Dealing. No coursc ol dealin g between the parties shall be ef'fcctive to change. modifu or discharge any provision of this Agreement or to constitute a uaiver of any default. Any such changes or waivers must be in writing. 13. Amendments. This Agreement may be modified or amended only by an instrument in r.',riting executed by the parties. 14. Goveming Law. This A greement shall be governed bl and construed under the lau's of the State ol Florida. without regard to its conflict of law provisions and the venue tbr any suit or proceeding hereunder shall be a court of competent jurisdiction located in Brorvard Countl. Florida. 81 execution and delir,ery of this Agreement. each party herebl' (a) accepts the jurisdiction ofthe aforesaid courts; (b) waives. to the fullest extent permitted by law-. anl objection which it may no\\'or hereafter have to the venue set forth above; and (c) further waives any claim that any such action brought in any such court has been brought in an inconvenient forum. 15. Severability. lf any provision of this Agreement is held to be illegal. invalid or unenfbrceable under anv present or tuture law. statute. regulation or ordinance. and ifthe rights or obligations of any party under this Agreement will not be materially and adversely aff'ected thereby. (i) such provision will be fully severable, (ii) this Agreement will be construed and enlbrced as ilsuch illegal. invalid or unenfbrceable provision had never comprised a part hereof. (iii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal. invalid or unenforceable provision or bl its sel'erance from this Agreement. and 1iv) in lieu of such illegal. invalid or unenfbrceable provision. there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal. invalid or unentbrceable provision as may be possible. 16. Counterparts. This Agreement may be executed in any number ol counterparts. each ol t'hich shall be deemed an original. but all of which together shall constitute one and the same instrument. An)'counterpart signature page delivered by lacsimile transmission and/or electronic mail shall be deemed to be and have the same fbrce and effect as an originally executed signature page. IN WITNESS WHEREOF. the parties have executed this Agreement ef-fective the date and l ear first above written. The City ol Dania Beach 100 W Dania Beach Blvd. Dania Beach. FI- 33004 Eleanor Norena, CFM Title: Community Development Director BUSINESS FOR THE ARI'S OF BROWARD. INC. 201 E. Las Olas Blvd. Suite 1900 Fort Lauderdale. FL 3 3301 B): Robyn Vegas Title: Executive Director 6 RESOLUTION =1021- B]': EXHIBT "B'' Insurance Coverage: The Artist shall secure and maintain throughout the duration of this Agreement insurance ofsuch ty'pe and in such amounts as required by the City Manager. Certificates oflnsurance lor anv required insurance shall be provided to the Citl at the time of execution oi this Agreement and certified copies provided if requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the City belore any policy or coverage is cancelled or restricted. Commercial General Liabilit"v Limits of LiabiliQ (Minimum) . Bodil)' Injury & Propert)' Damage LiabiliS- . Each Occurrence r Policy Aggregate . Personal & Advertising Injury r Products & Completed Operations A. Limits of Liability (Minimum) o Bodily Injury and Property Damage . Combined Single Limit . Any Auto/Owned Autos or Scheduled Autos o Including Hired and Non- Owned Autos . Any One Accident s I .000.000 $2.000,000 $ I ,000.000 $ I ,000,000 B Endorsements Required - Include in body ofCOt and/or Description of Operations o "The Ciw olDania Beach. Florida" added as named ''Additional Insured" I[ Business Automobile Liability s300.000 IIl. Workers' Compensation / Emplol ers' Liabilit-v WORKERS' COMPENSATION INSURANCE shall be nraintained bv Contractor and anv Subcontractors during the life ofthe Agreement. including any applicable warrantv period(s). and it is to apply to all "statutory employees" of Contractor (as that phrase is defined by Chapter 440. Florida Statutes), in compliance with the "Workers' Compensation Law" of the State of Florida and allapplicable f-ederal [au's. lor the benefit ofthe Contractor. its employees. and Subcontractors. In the case an1' work is sublet as otherw.ise addressed in the Agreement or Bid Documents. the Contractor shall require anl Subcontractors similarll to provide Workers' Compensation lnsurance for all olthe latter's employees. in addition to any coverage afforded b1- the Contractor. 1 RESOLUTION i2024)A b-v fumishing statutory limits Part A. and Employers' Liability Part B with limits ol$100.000.00 each accident. $ I 00.000.00 each employee and $500,000.00 policy limit fbr disease. IN NO EVEN]' SHALL THE CONTRACTOR BE PERMITTED TO UTILIZE IN THE PROSECUTION OF THE WORK. THE FOLLOW]NG: A) ANY EMPLOYEE. SUBCONTRACTOR OR SUBCONTRACTOR EMPLOYEE WHO IS EXEMPTED OR PURPORTED TO BE EXEMPT FROM WORKERS' COMPENSATION INSURANCE COVERAGE: OR B) ANY EMPLOYEE, SUBCONTRACTOR OR SUBCONTRACTOR EMPLOYEES WHO WILL BE COVERED BY AN EMPLOYEE LEASING ARRANGEMENT. SPECIAL PROVISIONS AS TO WORKERS' COMPENSATION INSURANCE: (to be contirmed on or attached to the Olficial Certitlcate of Insurance) . 30 Days' Notice of Cancellation or modif-rcation to City (if not available on the insurance policies, then Contractor has responsibility fbr notification); and. Waiver of Subrogation. AUTOMOBILE LIABILITY INSLIRANCE shall be maintained with combined sinule limits Insurance Carrier Requirements: The Companl'must be rated no less than "A-" as to management. and no less than "Class VIl" as to financial strength. by the latest edition of Best Insurance Guide published hy A.M. best Company, or its equivalent. All policies or certiflcates ofinsurance are subject to review and verification by Risk Management. Companies authorized to do business in the State of Florida with the follouing qualitications shall issue all insurance policies required above. Verification of Coverage: Proolofthe required insurance must be furnished bv Vendor to the Citv olDania Beach Human Resources Department by Certificate of Insurance u.ithin 5 days of notification of au'ard. All certificates (and any required documents) must be received and approved by Hunran Resources before any work commences to permit Vendor time to remedy any deficiencies. Certifi cate Holder: Cit)' ol Dania Beach. HR/Risk Department 100 West Dania Beach Boulevard. Dania Beach. FL 33001 RESOLU IION H202.1.8 ADDENDUMA MURAL ARIIST ENGAGEMENT N{LIRAL ARTIST ENGA(;EMENT THIS AGREEMENT ("Agreement"), dated the _ day of . 2024 (the "Effective Date"), is b-"- and hetween Business for the Arts of Broward, lnc.. a Florida not fbr profit corporation ("BFA"). and Cey'Adams Studio Inc., a New York for profit corporation. hereinafier ret'ened to as ("Artist"). BFA and Artist ma)'hereinafter collectively'be referred to as the "Parties". RECITALS WHEREAS, BFA desires to obtain professional services from Artist to paint mural(s) at Marina Wall. 3l N Beach Road. Dania Beach FL hereinafler referred to as "Artw-ork": and WHEREAS Artist possesses specific skills, talent, expertise. experience, and knowledge to paint/create the Artwork; and NOW, THEREFORE. in consideration ol the mutual promises. covenants and agreements herein contained and other good and valuable consideration. the receipt of which is hereby acknowledged. it is agreed herein between the Parties hereto as fbllows: 1.1 Each whereas clause set forth above is true and correct and herein incorporated by this ret'erence. Each Exhibit relerenced herein are herebl' expressll incorporated into this Agreement and make a specific part hereof" whether or not phlsically attached hereto. 2.1. Artist hereb.v agrees to paint/create the Artwork at the above-referenced location(s). or such other services which may otherwise be required, as further enumerated in the Scope of Services set fbrth in Article III herein below. 2.2. Artist shatl lumish all senices. materials. tools. equipment. and labor necessar) and as ma1- be required in the performance ofthis Agreement. Artist shall use professional paint and supplies and. if BFA desires. shall recommend a vendor to provide services to apply an anti-graffiti UV coating application on the Artwork The cost ol anti-grafliti UV coating is an additional cost, not included in the Artist f'ee- to be bome bv BFA. ARTICLE I PREAMBLE ARTICLE II SERVICES AND RESPONSI BILITIES Prior to Artist's commencement olthe Artwork, BFA will ensure. or will cause the City ol Dania Beach to ensure. thal the wall on which the Artu'ork is to be painted is pressure u'ash cleaned and prinred white. BFA shall provide a secure area at location fbr Artist to store paint. supplies and equipment as u'ell as provide a pouer source uithin reasonable distance fiom nork area. BFA agrees and/or if needed, will cause the Ciry- of Dania Beach to agree, to provide any relevant guidelines and assets to Artist prior to commencement of the A(work, identifl anl key stakeholders. and pror, ide information on timing lor creative reviews and intended completion date . 2.3. Artist hereby represents to BFA and The City of Dania Beach. with full knowledge that BFA and The City of Dania Beach are relying upon these representations when entering into this Agreement with Artist, that Artist has the professional expertise. talent. experience, manpower and equipment to perform the sen'ices to be provided by Artist pursuant to lhe terms of this Agreement. 2.4. Artist certifies. to his/her knowledge. that all work performed pursuant to this Agreement. including but not limited to the Artwork, is an original creation and does not inlringe upon or violate any intellectual propertv and/or copyrights or other rights ol any person, firm. or organizalion. 2.5. Artist and BFA agree that. after a period offive (5) years tiom the Ettective Date. the Art\\ork may be replaced at the sole discretion of BFA and/or The City of Dania Beach and Artist shall at that time waive any and all rights they may have. including moral rights, under the Visual Rights Act of 1990. under Title VI. l7 U.S.C. Section 106,4 as more particularlv set forth in Article IV herein helor.r. 2.6. BFA. and The Citl' ol Dania Beach and any clients. customers. or assignees ol BFA and/or the City of Dania Beach , are entitled to exhibit, publish. broadcast, advertise and otheruise use the Artwork lor promotional and editorial purposes. in any mamer BFA and the City of Dania Beach . or BFA's and the clients. customers. or assignees determine. in their sole and absolute discretion An1' commercial use (selling) or merchandising ol the Artuork shall require written consent of Artist. 2.7. BFA and The City of Dania Beach agree to give the Artist acknowledgement and credit as creator ofthe Artu'ork whenever it is exhibited. published. broadcast. advertised. or othenvise used by them. and shall ensure that their clients. customers. and assignees do the same. The scope. size and location of such acknoraledgment u,ill be in BFA's and the Citl of Dania Beach's sole discretion, respectivel). 2.8. Other than the Artist's assistants. Artist may not hire or utilize the services of any sub- contraclor. employee or other individual to assist the Artist in perfbmring serv'ices under this agreement r'''ithout the prior wriften approval of BFA and The Citl' of Dania Beach. l0 RFISOI I ITION =l0l-l- ARTICLE III SCOPE OF SERVICES ARTIST shall perform the following services in accordance with this Agreement with BFA as follows: i.l. AII work perfbrmed under this Agreement shall be done in a prof'essional manner 3.2. The Artr,r ork shall be produced to BFA's satisfaction and in confbrmity r,r'ith the appropriate moral and ethical standards fbr the communit-v. The qualitl of the completed materials is a matter of prime importance and shall meet all applicable industry slandards. BFA and The City of Dania Beach shall have the right to approve and/or reject the Artw'ork or any portion thereof during the sketch and revision process. ln such event, Artist shall revise the sketch ofthe Artwork to meet the satisiaction of BFA and The Citv of Dania Beach. The number of revisions allowed will not exceed what is agreed upon by Artist and BFA prior to start of lr-ork. Once the sketch ol the Art*'ork has been approved to BFA'S and The Citl' ol Dania Beach's satisfaction. no further changes shall be made. 3.3. Artist shall commence work on the Artwork upon execution of this Agreement and receipt olthe initiat 50% deposit of Artist's tbes (defined below) Artist will provide project timeline to BFA and The Cit-v of Dania Beach. The project timeline will be adjusted if u'eather impacts creation of Artwork. 3.4 The Artwork shall be completed on or before February 30,2025. The project timeline and estimate may be adjusted ilsevere weather conditions impact the Artist's ability to finish Artwork by the completion date. The Artist and BFA. shall agree. and BFA shall cause the City olDania Beach. to a rer,ised timeline and additional costs prior to completion of work due to severe ueather delays. 3.5 Any touch ups pertbrmed by the Artist, as requested by BFA, after the completion of the Artn'ork shall be done at an agreed upon price by and between Artist and BFA. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP 4.1 Subject to and conditioned upon full and timely payment ofthe Artist Fees (deflned hereinbelou ) due under this Agreement. the Artist shall irrevocably conve) to BFA and The Citl ol Dania Beach a perpetual. royalty-free. non-exclusive license to use. publish, and display the Artwork tbr non-commercial purposes. Further, upon expiration of the initial five-year term provided in Section 2.5 above, the Artist shall waive, which waiver is accompanied by consideration. any and all moral rights and the right to prevent removal ofthe Artwork pursuant to the Visual Rights Act ol 1990. l7 U.S.C. $ l06A (-VARA-). Any., images used b) BFA or The Citl of Dania Beach in publications or posted to anl uebsite or social media channel shall give credit to and name the Artist. Upon completion ol the Artwork and payment of all Artist Fees under this Agreement, the Artist shall deliver to BFA. for delivery to The City of Dania Beach, an executed Artwork Release for the Artwork, in the tbrm attached hereto as Exhibit A. ARTICLI V ll ARTICLE IV RESOLUTION +]02.I- 5. l. BFA herebl' agrees to compensate Artist the amount of Seventv Thousand and 00/100 Dollars ($70.000.00) (the "Artist Fees") plus reimbursement of travel f'ees estimated at Seventeen thousand and .00/100 dollars ($17,000.00) olwhich Artist Fees. the City olDania Beach will be paying BFA fbr further payment to Artist, a portion ol the Artist Fees in the amount of Twenty Thousand and 00/100 Dollars (520.000.00). fbr all services performed by Artist pursuant to the provisions of this Agreement The Artist Fees shall be paid to Artist in trvo equal tift1-' percent (50%) pay ments of Thirtl' Five Thousand and .00/100 Dollars ($35.000.00) each. with the llrst payment being made within ten (10) business days lrom the execution olthis Agreement: and the second payment being made within ten ( l 0) business days of BFA's and The City of Dania Beach's acceptance of the completed and final Artwork, which acceptance shall not be unreasonably withheld. and in no event more than thirty (30) days from completion of the Artu,ork. Reimbursement of travel f'ees will be paid by Business fbr the Arts of Brorvard to the Artist within ten ( l0) business da1"s fiom completion of project and receipts ofexpenses. CHANGES TO SCOPE OF WORK AND ADDITIONAL WORK 6 .1. BFA or Artist ma)'request changes that would increase decrease or otherr,ise modill the Scope olSenices to be provided under this Agreement. Such changes or additional sen,ices must be contained in a written amendment, executed by the Parties hereto, prior to any deviation from the term or scope of this Agreement, including the initiation olany additional or extra work. In no event will Artist be compensated for an,"- work nhich has not been described in a separate r.lritten agreement executed by the Parties hereto. ARTICLE VII 7.1 Artist shall indemni!' and hold harmless BFA and its clients" customers. directors. olficers. employ'ees. agents and instrumentalities lrom anl and all liabilitl. losses or damages. including attome) s' f'ees and costs ol def'ense. which BFA or its clients. customers. directors. officers. employees, agents or instrumentalities may incur as a result of claims, demands. suits. causes olactions or proceedings ofany kind or nature arising out of, relating to or resulting from the perfbrmance ol this Agreement by the Artist or its employees. agents. servants. partners principals or subcontractors. Artist shall pay all claims and losses in connection thereu,ith and shall inl'esligate and defend all claims. suits or actions of any kind or nature in the name olBF'A. r.l here applicable. including appellate proceedings. and shall pay'all costs. judgments. and attornel's fees which may issue thereon. Artist expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Artist shall in no wa1, Iimit the responsibilii" to indemnitl,. keep and save harmless and def'end BFA or its directors. officers. employ',ees. agents. and instrumentalities as herein prol ided. t)RESOLUTION .l0ll- COMPfNSATION ARTICLE VI INDEMNIFICATION 8.1 Artist shall not commence work under this Agreement until he/she has obtained all insurance required under this paragraph and such insurance has been approved by the Risk Manager of BFA nor shall the Artist allow any subcontractor to commence work on his/her subcontract until all similar such insurance required of the subcontractor has been obtained and similarly approved. 8.2 REQUIRED INSURANCE 8.1 Commercial General Liability Limits of Liabitity (Minimum) Bodily Injury & Property Damage Liability Ilach Occurrence S 1.000.000 Policy Aggregate $2.000.000 Personal & Advertising lnjury $1.000,000 Products & Completed Operations $1,000,000 Endorsements Required - lnclude in body of COI and/or Description of Operations "The Ciry- of Dania Beach, Florida" added as named "Additional lnsured" Business Automobile L iabilitl Limits of Liability (Minimum) Bodily Injury and Property Damage Combined Single Limit $300,000 Any Auto/Owned Autos or Scheduled Autos Including Hired and Non- Owned Autos Any One Accident Workers' Compensation / Employers' Liabilit"v Workers Compensation Limits: Statutory State of Florida Employers Liability Limits: S 100.000 tbr bodily injury caused by an accident. each accident $ 100.000 for bodily injury caused by disease, each employee $500.000 for bodily injury caused by disease, policy limit Confirmation of exemption to the laws of the State of Florida or Exemption Form is required for businesses exempt from obtaining Worker's Compensation coverage. Subcontractors' Compliance: It is the responsibility of the contractor to ensure that all subcontractors comply u'ith all insurance requirements. Copy of Additional Insured Endorsement or other endorsements mal be attached to the Certificate. lnsurance Carrier Requirements: The Company must be rated no less than "Ai'as to management. and no less than "Class VII" as to financial strength, by the latest edition of Best Insurance Guide published by A.M. best Company. or its equivalent. l3 RESOLUTION 8202.I- ARTICLE VIII INST]RANCE All policies or certificates ol insurance are subject to revieq and veritication by Risk Management. Companies authorized to do business in the State of Florida with the lbllowing qualifications shall issue all insurance policies required above. Verification of Coverage: Proof of the required insurance must be fumished by- Vendor to the City olDania Beach Human Resources Department by Certificate of Insurance within 5 days of notification ofaward. All certificates (and any required documents) must be received and approved b1' Human Resources before anl n'ork commences to permit Vendor time to remedl' any' deticiencies. Certificate Holders Ci(r' of Dania Beach, HR/Risk Department 100 West Dania Beach Bouleyard, Dania Beach, FL 3300'l Business for thc Arts of Brot ard 201 E Las OIas BlYd. Suite 1900, Fort Lauderdale, FL 33301 8.3 BFA reserves the right to require any other additional types of insurance coverage and/or higher limits ol liability it deems necessary based on the nature of work being performed under this Contract. 8.4 Artist shall name The Citv of Dania Beach and BFA as an additional insured 9.1. Damages. BFA resenes the right to recover anv ascertainable actual damages incurred as a result of the failure of Artist to perfbrm in accordance with the requirements olthis Agreement, or lor losses sustained by BFA and/or The City of Dania Beach as a resultant olArtist's tailure to perform in accordance u'ith the requirements of this Agreement. 9.2 Default by Artist. Should Artist neglect or fail to pertbrm or observe any of the terms, provisions. conditions. or requirements herein contained. and if such neglecl or lailure shall continue fbr a period of seven (7) days after receipt by Artist of r,,ritten notice ol such neglect or f-ailure, this Agreement shall be considered terminated, and Artist shall be liable for damages to BFA and/or The City of Dania Beach (including but not limited to. reimbursement of any compensation paid to Artist) and BFA shall be relier,ed of an1' obligations herein. including pa) ment to Artist. ARTICLE X MISCELLANEOUS 10.1. lndependent Contractor. This Agreement does not create an employee/employer relationship between the Parties. It is the intent ol the Parties that the Artisl is an independent RESOLTIIION iloll- ARTICLE IX DE,FAULT OF CONTIi.ACT & REMEDIES 1.t contractor under this Agreement and not BFA's employee tbr anl purposes. including but not limited to. the application of the Fair Labor Standards Act minimum wage and overtime payments. Federal Insurance Contribution Act, the Copyright Act. the Social Security Act. the Federal Unemploy ment Tax Act. the provisions of the Intemal Revenue Code. the State Worker's Compensation Act. and the State Unemployment Insurance law. Artist shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Artist's activities and responsibilities hereunder provided. further those administrative procedures applicable to sen ices rendered under this Agreement shall be those of Artist. which policies of Artist shall not conflict with BFA. Artist agrees that it is a separate and independent enterprise tiom BFA. This Agreement shall not be construed as creating any joint employment relationship between the Artist and BFA. and BFA shall not be liable tbr any obligation incurred by Artist. including but not limited to unpaid minimum r.rages and'or orertime premiums. 10.2. Assignments; Amendments 10.2.1. This Agreement. or any interest herein, shall not be assigned, transferred or otherwise encumbered. under any circumstances, by either Part)' without the prior uritten consent of the other Party. However. this Agreement shall inure to the Parties' respective successors and/or assigns. 10.2.2. It is further agreed that no modification. amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a *rinen document executed by all parties hereto. 10.3. Notice. Whenever any partv desires to give notice unto any other party. it must be gi',en by written notice. hand delivered or sent by a nationally recognized ovemight courier. addressed to the party for 'whom it is intended at the places last specified hereinbelow, and that places lbr giving ofnotice shall remain such until they shall have been changed by u'ritten notice in compliance nith the provisions ofthis section. For the present, the Artist. BFA and The City ol Dania Beach designate the following as the respective places for giving ofnotice: BFA Robyn Vegas. Executive Director Business fbr the Arts of Broward, Inc 201 East Las Olas Blvd.. Suite 1900 Fort Lauderdale, FL 33301, Cey Adams Studio Inc 607 Saint Marks Avenue 3rd Floor Brooklyn. NY I l2l6 ll.l Binding Authority. Each person signing this Agreement on behalf of either partl' individually w-arrants that he or she has the full legal power to execute this Agreement on behalf ofthe part),tbr rvhom he or she is signing. and to bind and obligate such party with respect to all provisions contained in this Agreement. l5 RESOLUTION J2O2]. ARl'IST: 12.1 Headings. Headings herein are for convenienoe of reference only and shall not be considered on an) interpretation of this Agreement. I3.2 Governing Law and Venue. This Agreement shall be govemed b,v-' the larl's olthe State of Florida with venue lying in Broward County, Florida. 13.3 Attorney's Fees. In the event that either partl brings suit lbr enfbrcement of this Agreement. each partl shall bear its ou.n attorney's fees and costs. 13.4 Extent of Agreement. This Agreement represents the entire and integrated agreement betu-een BFA and Artist and supersedes alI prior negotiations. representalions or agreements. either written or oral. I1.5 Waiver. Anl failure by BFA to require slrict compliance u.ith any provision of this contract shall not be construed as a waiver ofsuch provision, and BFA ma)' subsequently require strict conrpliance at any time. notw-ithstanding any prior tailure to do so. 13.6 Counterparts. This Agreement may be executed in multiple counterparts. each of r.rhich shalI be deemed an original. and all of which together shall constitute one and the same instrument. [SIGNATURES ON THE FOLLOWING PAGEI IN WITNESS WHEREOF. the parties have executed this Agreement as olthe day and I'ear set lorth above. Business for the Arts of Broward, Inc. a Florida nor tor profit corporation Bi: Name: Robyn Vegas Its: Executive Director Cey Adams Studio Inc., a New York tbr profit corporation B)': Name: Its: l6 RESOt.tITION;201.1- l3.l Severability. lf any provision of this Agreement or application thereof to any person or situation shall to any extent. be held invalid or unenforceable. the remainder of this Agreement. and the application olsuch provisions to persons or situations other than those as to which it shall have been held invalid or unentbrceable shall not be afl'ected therebl. and shall continue in full tbrce and efTect, and be enlorced to the fullest extent permitted by [aw. EXHIBI'I'A ARTWORK AND vAR{ RIGHTS RELEASE For the sum ol $70.000.00 plus reimbursement of travel f-ees estimated at $ I 7.000.00 to be paid b1, Business fbr the Arts of Brouard r.r'ith $20.000.00 of that amount paid bl the Citl of Dania Beach. to the undersigned artist ("Artist"). the receipt and sufficiency of which are hereby' acknowledged bl the Artist. the Artist hereby irrevocably gives and forever grants to The City ol Dania Beach. its aftiliates. subsidiaries. advertising agencies. adl'ertisers. customers. producers of its or their materials and all of their Iicensees. successors and assigns lcollectivell. "the Cit"v of Dania Beach"), the royalty free, non-exclusive license and right to use. publish and display the u'all mural located at Marina Wall. 3l N Beach Road. Dania Beach (the "Mural" or "Artwork"). created b1 the Artist pursuant to and in accordance with that cenain Mural Artist Engagement clated -, 2024. After a period of five (5) years fiom the Etfective Date of the Mural Artist Engagement. the Artist agrees to waive. which waiver is accompanied bl consideration. an1 and all moral rights and the right to prevent removal of the Mural grantcd to the Artist under the Visual Rights Act of 1990. under Title Vl, 17 I-J.S.C. Seotion l06A ("VARA'). Anist represents and warrants to The Citt of Dania Beach that (i) Artist has all requisite rights and powers to grant this Mural Release and Waiver ol VARA Rights to the City' of Dania Beach (ii) Artist has the permissions of all requisite parties necessary to grant this license and release and the waiver of its VARA Rights (the ''Rights") to. The Ciry' of Dania Beach including but not limited to. all requisite consents, clearances or other permissions to grant the Rights in connection with the persons whose likeness appears in the Mural or other images in the Mural or other parties r," ho created the Mural (if not the Artist): and (iii) the grant of these Rights to The Cit.v of Dania Beach and The City olDania Beach subsequent display olthe Mural will not inftinge on any other party's rights or violate or breach an), other agreement to which Artist is a party. Without any additionat consideration. upon The Citl of Dania Beach rvritten request Artist shall execute and deliver any *ritten instruments necessary or reasonable to effectuate the Rights granted to The City of Dania Beach herein. IN WITNESS WFIEREOF. the Artist has esecuted this Artuork Release as of the 2024. Artist Cey Adams Studio Inc., a New York tbr profit corporation Br': Name lts: [)ate: With an Address of: 607 Saint Marks Avenue 3rd Floor Brooklyn. NY ll2l6 day of t7 RESOLUTTON +2021-