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PSA with Jessy Nite DocuSign Envelope ID:5A2C6816-58DF-4520-B8E3-2350A0BAF79F ZO 20 T - 3j334 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND JESSY NITE FOR ARTISTIC SERVICES PERTAINING TO THE ARTISTIC COMPETITION: NO VACANCY, MIAMI BEACH: A CONTEMPORARY ART HAPPENING OCT 7 2?? This Professional Services Agreement (Agreement) is entered into this day of , 2022 ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (the "City"), and Jessy Nite, LLC an independent contractor, whose address is 6600 NW Miami Place, Miami, FL33150 ("Artist"). SECTION 1 DEFINITIONS Agreement: This Agreement between the City and Artist, including any exhibits and amendments thereto. City Manager: The chief administrative officer of the City. City Manager's Designee: The City staff member who is designated by the City Manager to administer this Agreement on behalf of the City. The City Manager's designee shall be the Tourism and Culture Department Director. Artist: For the purposes of this Agreement, Artist shall be deemed to be an independent contractor, and not an agent or employee of the City. Services: All services, work and actions by the Artist performed or undertaken pursuant to the Agreement. Fee: Amount paid to the Artist as compensation for Services. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139: telephone number (305) 673-7000, Ext. 6435: and fax number(305) 673-7023. 1 DocuSign Envelope ID:5A2C6816-58DF-4520-B8E3-2350A0BAF79F SECTION 2 SCOPE OF SERVICES 2.1 In consideration of the Fee to be paid to Artist by the City,Artist shall provide the work and services described in Exhibit"A" hereto(the "Services"). Although Artist may be provided with a schedule of the available hours to provide its Services, the City shall not control nor have the right to control the hours of the Services performed by the Artist;where the Services are performed(although the City will provide Artist with the appropriate location to perform the Services); when the Services are performed, including how many days a week the Services are performed; how the Services are performed, or any other aspect of the actual manner and means of accomplishing the Services provided. Notwithstanding the foregoing, all Services provided by the Artist shall be performed in accordance with the terms and conditions set forth in Exhibit"A"and to the reasonable satisfaction of the City Manager. If there are any questions regarding the Services to be performed, Artist should contact the following person: Brandi Reddick, Cultural Affairs Manager City of Miami Beach Tourism and Culture Department 1755 Meridian Avenue, 5' Floor Miami Beach, FL 33139 BrandiReddick(amiamibeachfl.gov SECTION 3 TERM The term of this Agreement ("Term") shall commence upon execution of this Agreement by all parties hereto and shall have a term of four(4) months, starting on September 1, 2022 through December 31, 2022. Notwithstanding the Term provided herein,Artist shall adhere to any specific timelines, schedules, dates, and/or performance milestones for completion and delivery of the Services, as same is/are set forth in the timeline and/or schedule referenced in Exhibit"A" hereto. 3.1 INSTALLATION Artist must have all components of their artwork installed at their pre-selected Venue no later than November 15, 2022. For the avoidance of doubt, "Venue" shall mean a hotel located in Miami Beach that is (1) open and accessible to the public, (2) ADA compliant, (3)willing to dedicate at least 100 square feet of public space for the Artist's display, and (4)willing to permit the City and the Artist to photograph the artwork and the venue during the event for promotional purposes. The Artist bears all responsibility for the installation of their artwork. 3.2 PLACEMENT OF ARTWORK Artists artwork will be displayed in a publicly accessible area of a hotel within the City of Miami Beach. Placement of artwork will be decided upon by the No Vacancy, Curatorial Advisory 2 DocuSign Envelope ID:5A2C6816-58DF-4520-B8E3-2350A0BAF79F Committee and Cultural Affairs staff. Artist is responsible for the installation and removal of said artwork. Any artwork that is left outside or unattended for any duration of time, the Artists is responsible for securing and safeguarding the artwork during the duration of the competition. 3.3 HOURS OF OPERATION Artist agrees to publicly display their artwork in a Venue (as defined in Section 3.1). The artwork shall be on display at the following dates and times: November 17—December 8, 2022 Monday—Saturday: 12:00 p.m.—9:00 p.m. Sunday: 12 p.m. —8:00 p.m. 3.1 DEINSTALLATION Artist must have all components of their artwork removed from the selected Venue no later than December 15, 2022, or mutually agreed upon date with hotel property. SECTION 4 FEE 4.1 In consideration of the Services to be provided,Artist shall be compensated on a fixed fee basis, in the amount of$10,000.00(the"Fee")to conceive, produce,deliver, install, uninstall, and remove the artwork. This fee is all-inclusive and must cover all expenses, shipping, and travel associated with the project.80%of this stipend will be paid upon acceptance into the competition. The remaining 20%of this fee will be paid upon successful completion of the competition. 4.2 The Fee is inclusive of all expenses; no reimbursement shall take place. 4.3 Payable as follows A. 80%of the Fee($8,000)will be paid upon acceptance into the competition and within 15 days of execution of this agreement. B. The remaining 20% of the Fee ($2,000) will be paid upon successful completion of services and acceptance of all deliverables by the City. C. Professional artists participating in No Vacancy, Miami Beach are eligible for a$5,000 People's Choice Award and/or a $20,000 Juried Award. Awards will be given as fellowships to individual artists. Fellowships are taxable as provided by federal law. Refer to IRS Publication 520. The City of Miami Beach defines a professional artist as a person who has created a recognized body of original works of art within an artistic discipline over a sustained period of time, and who is striving to achieve the highest level of professional recognition. 3 DocuSign Envelope ID:5A2C6816-58DF-4520-B8E3-2350A0BAF79F 4.4 PAYMENT SCHEDULE Upon receipt of an acceptable and approved application, the first payment shall be made within fifteen (15)days for that portion (or those portions) of the Services satisfactorily rendered. Upon completion of the competition,the second payment shall be made within forty-five(45)days for that portion(or those portions)of the Services satisfactorily rendered. 4.5 SALES Artist may sell their work during No Vacancy. The City of Miami Beach will not broker sales nor charge a commission. All sales of any artwork sold must be handled entirely by the artist/art gallery, or broker of the artist and the buyer. SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE If the Artist shall fail to fulfill in a timely manner, or otherwise violates, any of the covenants, agreements, or stipulations material to this Agreement, the City, through its City Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to exercising its option to terminate for cause, the City shall notify the Artist of its violation of the particular term(s) of this Agreement and shall grant Artist ten (10) days to cure such default. If such default remains uncured after ten(10)days,the City may terminate this Agreement without further notice to Artist. Upon termination, the City shall be fully discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this Agreement. Notwithstanding the above, the Artist shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Artist. The City, at its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it deems to be in its best interest in order to enforce the City's rights and remedies against Artist. The City shall be entitled to recover all costs of such actions, including reasonable attorneys' fees. 5.2 TERMINATION FOR CONVENIENCE OF THE CITY THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO ARTIST OF SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE ARTIST OF SUCH NOTICE. ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO ARTIST, MAY IMMEDIATELY SUSPEND THE SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE ALTERNATIVE, TERMINATE 4 DocuSign Envelope ID:5A2C6816-58DF-4520-B8E3-2350A0BAF79F THIS AGREEMENT ON A GIVEN DATE. IF THE AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, ARTIST SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES,AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT. 5.3 TERMINATION FOR INSOLVENCY The City also reserves the right to terminate the Agreement in the event the Artist is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. In such event, the right and obligations for the parties shall be the same as provided for in Section 5.2. SECTION 6 INDEMNIFICATION AND INSURANCE REQUIREMENTS 6.1 INDEMNIFICATION Artist agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees, agents,and contractors,from and against any and all actions(whether at law or in equity),claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Artist, its officers, employees, agents, contractors, or any other person or entity acting under Artist's control or supervision, in connection with, related to, or as a result of the Artist's performance of the Services pursuant to this Agreement. To that extent, the Artist shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. The Artist expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Artist shall in no way limit the Artist's responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The parties agree that one percent(1%)of the total compensation to Artist for performance of the Services under this Agreement is the specific consideration from the City to the Artist for the Artist's indemnity agreement. The provisions of this Section 6.1 and of this indemnification shall survive termination or expiration of this Agreement. 6.2 INSURANCE REQUIREMENTS The Artist shall maintain and carry in full force during the Term, the following insurance: 1. Artist General Liability, in the amount of$100,000; The insurance must be furnished by insurance companies authorized to do business in the State of Florida. All insurance policies must be issued by companies rated no less than "B+" as to management and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. 5 DocuSign Envelope ID:5A2C6816-58DF-4520-B8E3-2350A0BAF79F All of Artist's certificates shall contain endorsements providing that written notice shall be given to the City at least thirty(30)days prior to termination, cancellation or reduction in coverage in the policy. The insurance certificates for General Liability shall include the City as an additional insured and shall contain a waiver of subrogation endorsement. Original certificates of insurance must be submitted to the City's Risk Manager for approval(prior to any work and/or services commencing)and will be kept on file in the Office of the Risk Manager. The City shall have the right to obtain from the Artist specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required coverage. The Artist is also solely responsible for obtaining and submitting all insurance certificates for any sub-Artists. Compliance with the foregoing requirements shall not relieve the Artist of the liabilities and obligations under this Section or under any other portion of this Agreement. The Artist shall not commence any work and or services pursuant to this Agreement until all insurance required under this Section has been obtained and such insurance has been approved by the City's Risk Manager. SECTION 7 LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering into this Agreement, Artist and the City expressly waive any rights either party may have to a trial by jury of any civil litigation related to or arising out of this Agreement. SECTION 8 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action, for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of$10,000. Artist hereby expresses its willingness to enter into this Agreement with Artist's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of$10,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Artist hereby agrees that the City shall not be liable to the Artist for damages in an amount in excess of$10,000 for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. 6 DocuSign Envelope ID:5A2C6816-58DF-4520-B8E3-2350A0BAF79F SECTION 9 DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT; AND CONFIDENTIAL FINDINGS 9.1 DUTY OF CARE With respect to the performance of the Services contemplated herein, Artist shall exercise that degree of skill, care. efficiency and diligence normally exercised by reasonable persons and/or recognized professionals with respect to the performance of comparable work and/or services. 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Artist shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the federal government, as applicable. 9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS Any work product arising out of this Agreement, as well as all information specifications, processes, data and findings, are intended to be the property of the City and shall not otherwise be made public and/or disseminated by Artist, without the prior written consent of the City Manager, excepting any information, records etc. which are required to be disclosed pursuant to Court Order and/or Florida Public Records Law. All reports, documents, articles, devices, and/or work produced in whole or in part under this Agreement are intended to be the sole and exclusive property of the City. and shall not be subject to any application for copyright or patent by or on behalf of the Artist or its employees or sub- Artists, without the prior written consent of the City Manager. SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Artist,and at any time during normal business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized holidays), and as often as the City Manager may, in his/her reasonable discretion and judgment, deem necessary, there shall be made available to the City Manager, and/or such representatives as the City Manager may deem to act on the City's behalf, to audit, examine. and/ or inspect, any and all other documents and/or records relating to all matters covered by this Agreement. Artist shall maintain any and all such records at its place of business at the address set forth in the"Notices" section of this Agreement. 10.2 INSPECTOR GENERAL AUDIT RIGHTS A. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector General which may, on a random basis, perform reviews, audits, 7 DocuSign Envelope ID:5A2C6816-58DF-4520-B8E3-2350A0BAF79F inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City. B. The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Artist, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the Contract Documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code,the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. C. Upon ten(10)days written notice to the Artist,the Artist shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Artist its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. D. The Inspector General shall have the right to inspect and copy all documents and records in the Artist's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files,worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back- change documents,all documents and records which involve cash,trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. E. The Artist shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performance of this contract, for examination, audit, or reproduction, until three (3) years after final payment under this contract or for any longer period required by statute or by other clauses of this contract. In addition: 8 DocuSign Envelope ID:5A2C6816-58DF-4520-B8E3-2350A0BAF79F i. If this contract is completely or partially terminated,the Artist shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and ii. The Artist shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this contract until such appeals, litigation, or claims are finally resolved. F. The provisions in this section shall apply to the Artist, its officers, agents, employees, subcontractors and suppliers. The Artist shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Artist in connection with the performance of this contract. G. Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the Artist or third parties. 10.3 ASSIGNMENT,TRANSFER OR SUBCONSULTING Artist shall not subcontract,assign,or transfer all or any portion of any work and/or service under this Agreement without the prior written consent of the City Manager, which consent, if given at all,shall be in the Manager's sole judgment and discretion. Neither this Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as approved pursuant to this Section, and any attempt to make such assignment(unless approved)shall be void. 10.4 PUBLIC ENTITY CRIMES Prior to commencement of the Services, the Artist shall file a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 NO DISCRIMINATION In connection with the performance of the Services,the Artist shall not exclude from participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, color, national origin, sex, age, disability, religion, income or family status. Additionally, Artist shall comply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment, housing, public accommodations, and public services on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. 10.6 CONFLICT OF INTEREST Artist herein agrees to adhere to and be governed by all applicable Miami-Dade County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County Code, as may be amended from time to time; and by the City of Miami Beach Charter and Code, as may 9 DocuSign Envelope ID:5A2C6816-58DF-4520-B8E3-2350A0BAF79F be amended from time to time; both of which are incorporated by reference as if fully set forth herein. Artist covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of the Services. Artist further covenants that in the performance of this Agreement, Artist shall not employ any person having any such interest. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 10.7 ARTIST'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A) Artist shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term "public records" shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. (C) Pursuant to Section 119.0701 of the Florida Statutes, if the Artist meets the definition of "Artist" as defined in Section 119.0701(1)(a), the Artist shall: (1) Keep and maintain public records required by the City to perform the service; (2) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Agreement if the Artist does not transfer the records to the City; (4) Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Artist or keep and maintain public records required by the City to perform the service. If the Artist transfers all public records to the City upon completion of the Agreement, the Artist shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Artist keeps and maintains public records upon completion of the Agreement,the Artist shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. (D) REQUEST FOR RECORDS; NONCOMPLIANCE. (1) A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Artist of the request, and the Artist must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2) Artist's failure to comply with the City's request for records shall constitute a breach of this Agreement,and the City,at its sole discretion,may:(1)unilaterally terminate 10 DocuSign Envelope ID:5A2C6816-58DF-4520-B8E3-2350A0BAF79F the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or(3)avail itself of any available remedies at law or in equity. (3) A Artist who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. (E) CIVIL ACTION. (1) If a civil action is filed against a Artist to compel production of public records relating to the City's contract for services, the court shall assess and award against the Artist the reasonable costs of enforcement, including reasonable attorneys' fees, if: a. The court determines that the Artist unlawfully refused to comply with the public records request within a reasonable time; and b. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Artist has not complied with the request, to the City and to the Artist. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Artist at the Artist's address listed on its contract with the City or to the Artist's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. (3) A Artist who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. (F) IF THE ARTIST HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE ARTIST'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADOMIAMIBEACHFLGOV PHONE: 305-673-7411 SECTION 11 NOTICES All notices and communications in writing required or permitted hereunder, shall be delivered personally to the representatives of the Artist and the City listed below or may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service. Until changed by notice, in writing, all such notices and communications shall be addressed as follows: TO ARTIST: Jessy Nite, LLC 6600 NW Miami Place, Miami, FL 33150 11 DocuSign Envelope ID:5A2C6816-58DF-4520-B8E3-2350A0BAF79F TO CITY: City of Miami Beach Tourism and Culture 1755 Meridian Avenue, 5'r Floor Miami Beach, Florida 33139 With copy to: City of Miami Beach Attention: City Manager 1700 Convention Center Drive Miami Beach, Florida 33139 Notice may also be provided to any other address designated by the party to receive notice if such alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by overnight delivery. In the event an alternate notice address is properly provided, notice shall be sent to such alternate address in addition to any other address which notice would otherwise be sent, unless other delivery instruction as specifically provided for by the party entitled to notice. Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases, on the date of receipt or refusal. SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 12.2 SEVERABILITY If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected, and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.3 WAIVER OF BREACH A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A party's waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 12.4 JOINT PREPARATION The parties hereto acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been a joint effort of the 12 DocuSign Envelope ID 5A2C6816-58DF-4520-B8E3-2350A0BAF79F parties,the language has been agreed to by parties to express their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 12.5 ENTIRETY OF AGREEMENT The City and Artist agree that this is the entire Agreement between the parties. This Agreement supersedes all prior negotiations,correspondence,conversations, agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 13 DocuSign Envelope ID:5A2C6816-58DF-4520-B8E3-2350A0BAF79F IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: 1 B City Clerk y Manager ti Date: MT 7 2022 Date: NOOK' ORATE.D FOR ARTIST: Jessy Nite, LLC, 6600 NW Miami Place, Miami, FL 33150 t��' 7%} ATTEST: f—DocuSigned by: �DocuSigned by: By: �4684F2827C 194CA_. �A84D6EE6�C3... Jessy Nite Artist Samantha Gonzales Artist Manager Print Name and Title Print Name and Title 9/26/2022 9/26/2022 Date: Date: APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION • c902,11._ .ty Attorney fill Date 14 DocuSign Envelope ID:5A2C6816-58DF-4520-B8E3-2350A0BAF79F Exhibit A Painting Installation: "Sun Installations" Fn l: y9 , • •t " MINA 'Yy Fir' Y / ! . 1 I 1 1 1 "The Sun is a major part of our lives. Its a constant and it connects all of us. By harnessing sun light through site specific installations, shadows reveal messages and tell stories across cities. Through playful but deeply rooted text, The Sun becomes the voice that tells a human story to connect us all. The ever-changing nature of the work creates a new shared experience between and installation and the passerby each day." I would love the opportunity to work with No Vacancy by welcoming tourists(locals too!)to sunny Miami with one of my Sun Installations. The Sun is the main character in the story of our City and what better way to underscore our connection to nature and one another, than by allowing the Sun to narrate a warm, colorful message to the many people who come to see our beautiful home. These works are easy to install, create little impact to the installation surface and although they take up a small amount of physical space, their visual impact can be massive...shadows can grow to be stories-high! They show best on a South or West facing wall, and are ideal for gardens/pool decks/courtyards, or the side of a building with high visibility to the street/beach/surroundings. I have provided a few sample texts/renderings, but am happy to work with the chosen Hotel to develop a meaningful phrase and/or select a color for the acrylic glass(there are nearly unlimited colors available). These works are also easy to scale depending on the location, but are best to start around 10 feet wide. 15