Agreement with Ellen Harvey Studio, LLC 09016- 2-99 go
Agreement between
City of Miami Beach and Ellen Harvey Studio, LLC
for Commissioned Artwork at the Miami Beach Convention Center
This is an Agreement, made and entered into this 24day of 2016, by and between: City
of Miami Beach, Florida a municipal corporation, existing under the laws of the State of Florida
(hereinafter referred to as City) and Ellen Harvey Studio, LLC (lead artist Ellen Harvey), an individual,
whose principal address is (Address of Artist)(hereinafter referred to as Artist).
WHEREAS, the City wishes to engage Artist to design, fabricate, transport and install a unique
and original work of art (also referred to herein as the Artwork) at the location in (location to be
determined) indicated in Artist's conceptual design proposal which has previously been approved by the
City (such location hereafter referred to as the Site), at the agreed upon fees, and subject to all other
terms and conditions, as set forth in this Agreement; and
WHEREAS, Artist desires to contract with the City for performance of the aforestated services
relative to the Artwork, as hereinafter set forth.
NOW THEREFORE, City and Artist, in consideration of the mutual covenants and agreements
herein contained, agree as follows:
ARTICLE 1
DEFINITIONS AND IDENTIFICATIONS
The definitions and identifications set forth below are assumed to be true and correct and are
agreed upon by the parties.
1.1 Agreement (or Contract). This document, and other terms and conditions which may be
included in the exhibits and documents that are expressly incorporated by reference, as well as
any amendments thereto.
1.2 ARTIST (Ellen Harvey Studio, LLC, lead artist Ellen Harvey). The individual selected to create
the Artwork contemplated pursuant to this Agreement.
1.3 Artwork. That certain unique and original work of art to be created by Artist and installed on the
Site, and to be known as `Atlantis/Waterways," that has been approved by the City Commission,
and is further described.in Exhibit"A". (Entitled, "Artist's Scope of Services"), attached hereto.
1.4 City. Shall mean the City of Miami Beach, Florida, a municipal corporation having its principal
offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139. In all respects hereunder,
City's obligations and performance is pursuant to City's position as the owner of the Site acting in
its proprietary capacity with respect to the Site and Project. In the event City exercises its
regulatory authority as a governmental body, including to its regulatory authority for code
inspections and issuance of building or other applicable permits within its jurisdiction, the exercise
of such regulatory authority and the enforcement of any rules, regulations, laws and ordinances
shall be deemed to have occurred pursuant to City's regulatory authority as a governmental body
and shall not be attributable in any manner to City as a party to this Agreement.
1.5 [Intentionally omitted]
1.6 City Commission. Shall mean the governing and legislative body of the City.
1.7 City Manager. Shall mean the Chief Administrative Officer of the City.
1.8 Contract Administrator. Shall mean the designee(s) of the City Manager, who shall be the
City's authorized representative(s) to coordinate, direct, and review, on behalf of the City, all
matters related to the Work and the Project, except as otherwise provided herein. The City
Manager's initial designees with respect to coordination and review of Project-related matters
shall include Patricia Romeu, Miami-Dade County Public Art Project Manager, the City's third-
party administrator with respect to implementation of the Miami Beach Convention Center Art in
Public Places program.
1.9 [Intentionally omitted]
1.10 Contract(Agreement)Amendment. Shall mean a written order to Artist, approved by the City and
signed by the City's duly authorized representative, authorizing a change in the Work, or the
method and manner of performance thereof or an adjustment in the fees and/or the completion
dates, as applicable. Contract Amendments shall be approved by the City Commission, if they
exceed fifty thousand dollars ($50,000.00), or the City Manager if they are fifty thousand dollars
($50,000.00) or less (or other such amount as may be specified by the City of Miami Beach
Procurement Ordinance, as amended). Even for Contract Amendments of less than fifty
thousand ($50,000.00), the City Manager shall retain the right to seek and obtain concurrence of
the City Commission for approval.
1.11 Exhibits. Shall mean the various exhibits attached to and incorporated in this Agreement and
referred to as follows:
Exhibit A: Artist's Scope of Services
Exhibit A-1: Project Schedule
Exhibit B: Compensation and Schedule of Payments
Exhibit C: Cataloging Form
Exhibit D: Project Budget
1.12 Notice to Proceed. A written notice issued by the Contract Administrator to Artist authorizing the
commencement of the Work.
1.13 Project. That certain unique and original work of art (also referred to as the Artwork) to be
created by Artist and installed on the Site, and to be known as Waterways," that has been
approved by the City Commission, and is further described in Exhibit"A", attached hereto.
1.14 Project Budget. Shall mean an amount budgeted by the City for the Project, as specified in
Exhibit"D", attached hereto.
1.15 Project Cost. Shall mean the total cost of the Project to the City including, design, fabrication,
permitting, and installation costs, compensation to Artist, contingencies, and other miscellaneous
costs.
1.16 Project Scope. Shall mean the description of the Project, as specified in Exhibit "A", attached
hereto.
1.17 [Intentionally omitted]
1.18 Work. Any work and/or services required by Artist under this Agreement, as required to
successfully completing the Project (including, without limitation, work and/or services described
in Exhibit"A")
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ARTICLE 2
SCOPE OF SERVICES .
2.1 Artist shall perform all Work identified in this Agreement and Exhibit"A"for the design, permitting,
fabrication, transportation, inspection, and installation of the Project.
2.2 Artist acknowledges and agrees that the Contract Administrator has no authority to make
changes that would increase, decrease, or otherwise modify the Scope of Services, and that any
such change and/or modification with respect to the Scope of Services (including, without
limitation, the time the Artist is obligated to commence and complete the Work, and the amount of
compensation the City is obligated or committed to pay the Artist), must be approved (if at all) by
the City Manager or the Mayor and City Commission, in their respective sole discretion, prior to
implementation of any change. Any such change or modification, if approved, shall be
memorialized in writing as a Contract Amendment.
2.3 Artist shall provide monthly Project progress reports and/or deliverables in a form and manner
acceptable to the Contract Administrator.
2.4 Upon completion of the Project, Artist shall furnish the Contract Administrator with documentation
showing the completed Artwork as follows:
a. Photographs shall include the following:
1. Two (2) CDs containing high resolution (image size not smaller than 5" x 7" with a
resolution of at.least 300 dpi) and low resolution digital photographs (4" x 6" size at 100
dpi)of the completed Work, taken from at least three (3)different viewpoints, for a total of
no less than twelve(12) images; and
2. Two (2) sets of at least four (4) different 8" x 10" color photographic prints that best
represent the completed Work.
b. Electronic files and photographs shall be of acceptable professional quality in the
determination of the Contract Administrator and shall be properly marked to include the
Artist's Name, Title of the Work, Location, Medium and Dimensions of the Work.
c. Artist shall provide Contract Administrator with copies of electronic files, construction
documents, and as-built plans showing and/or accurately depicting the competed Artwork.
d. Artist shall provide Contract Administrator with a detailed written schedule and instructions for
the routine care, maintenance, and preservation specific to the Project, which shall be
attached as Exhibit"C" (Cataloging Form) hereto.
2.5 Artist shall be solely responsible for the quality and timely prosecution, completion and installation
of the Work and the Project. Artist shall be responsible for designing the Project so that it can be
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fabricated and installed without exceeding the approved Project Budget.
2.6 Artist acknowledges and warrants to City that an essential element of this Agreement is the skill
and creativity of Artist, and that it is solely responsible for the quality of the Project. Artist may not
subcontract and/or assign portions of the Work to another party, without the prior written approval
of the Contract Administrator. Notwithstanding the Contract Administrator's approval of any such
subcontract and/or assignment, Artist will still be held ultimately responsible for all portions of the
Work. Artist warrants to City that it shall be solely responsible for supervision of (and any
compensation to) any and all third parties, and that the City shall have no liability whatsoever,
whether financial or otherwise, with regard to same.
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2.7 Artist agrees that all Work, and the completed Project, shall comply with all applicable Federal,
State, Miami-Dade County, and City laws, ordinances, codes and regulations. Artist shall be
solely responsible for obtaining any and all required approvals from all governmental authorities
that have jurisdiction over the Project and for obtaining all applicable permits related to the
Project.
2.8 Artist shall not make any public information release in connection with the Project and/or the
Work without the prior written consent of the Contract Administrator.
2.9 Artist shall perform the Work in such manner and at such times so as not to cause interference
with any of the operations of the City.
2.10 Artist shall be solely responsible for conducting any and all inspections of the Site for purposes of
ascertaining the condition of same for the proper execution of the Work, and for completion and
installation of the Project. To the extent any such information is in the City's possession, Contract
Administrator shall make available to Artist, without representation, any background materials
and information on matters affecting the Site.
2.11 When working on the Site, Artist shall promptly perform such periodic clean up as may be
required by the Contract Administrator, and shall also remove any of its equipment, excess
materials, and waste promptly from the Site, as directed by Contract Administrator.
2.12 Artist shall bear any transportation and storage costs resulting from the fabrication, delivery,
storage, and installation of the Work and the Project.
2.13 Title to the Artwork shall pass to the City 1) following the Contract Administrator's inspection of
the Work; and 2) if the Work is approved, upon Contract Administrator's issuance of written final
acceptance of the complete installed Project. Any risk of loss or damage to the Work or the
Project shall be the sole responsibility and liability of Artist until such time as the Contract
Administrator has issued a final written acceptance of the Project.
2.14 Upon Contract Administrator's written final acceptance of the Project, all documents related to the
design, fabrication, and installation of the Project including, without limitation, "as built"
documents, shall be turned over to the Contract Administrator and become the exclusive property
of the City. The City shall be free to exhibit and/or reproduce these documents as it deems
necessary, in its sole and absolute discretion.
2.15 The responsibility of the Artist after final acceptance of the Project by the City is limited to the
warranties according to this Agreement; any terms pertaining to the Artist which are therein
expressly intended to survive termination and/or expiration of this Agreement; and any acts of
gross negligence and intentional wrong doing by the Artist.
ARTICLE 3
TERM and TIME OF PERFORMANCE
3.1 The term of this Agreement shall begin on the date it is fully executed by both parties. Thereafter,
Artist shall diligently and continuously prosecute the Work in accordance with the Project
Schedule set forth in Exhibit "A-1", attached hereto. It is the Artist's explicit responsibility to
monitor and coordinate all aspects of scheduling in conjunction with the Contract Administrator
and construction project team. Discrepancies in scheduling that may result in Artist's requests for
extension of time or other claim must be documented pursuant to Section 3.6 of this Agreement.
3.2 Time shall be deemed to be of the essence in Artist's performance of its duties, obligations and
responsibilities, as required by this Agreement.
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3.3 In the event that the Artist completes fabrication or procurement of the Work in accordance with
the above-referenced Schedule and is delayed from installing the Work on or before the time
specified in the Schedule as a result of the construction of the Site not being sufficiently complete
to reasonably permit installation of the Work therein, the Artist shall be granted an extension of
time to complete and install the Work, and shall be reimbursed for reasonable storage costs, if
any, incurred for the period between the time specified in the Schedule for installation and the
date upon which construction of the Site is sufficiently complete to reasonably permit installation
of the Work. Any claim for any such reasonable storage costs incurred and expended by the
Artist must be documented to the City's satisfaction pursuant to Section 3.6. Except as specified
herein, in no event shall City have any obligation to Artist, nor shall Artist have any entitlement to,
any additional compensation resulting from any delays in installation of the Work.
3.4 With respect to all other events of delay (other than those referenced in Section 3.3 above), the
Contract Administrator may grant a reasonable extension of time to Artist, but solely if there is
any unreasonable delay on the part of the City in performing its obligations hereunder, or if
conditions beyond Artist's control render timely performance of the Work impossible or
unexpectedly burdensome. The currently approved Schedule for the Work shall be the basis for
interpreting any and all time-associated provisions of the Agreement, including requests for time
extensions.
Artist acknowledges and agrees that, except as specified in Section 3.3, Artist's sole and
exclusive remedy for delays shall be a reasonable extension of time to complete and install the
Work. In no event shall City have or owe any obligation to Artist, nor shall Artist have any
entitlement to, any compensation resulting from delays, and NO CLAIM FOR DAMAGES OR
ANY CLAIM OTHER THAN FOR AN EXTENSION OF TIME SHALL BE MADE OR
ASSERTED AGAINST CITY BY REASON OF ANY DELAYS, including any claim or demand
for payment or compensation of any kind for direct, indirect, consequential, impact, or other
costs, expenses, lost profits, compensation, reimbursement or damages including costs of
acceleration or inefficiency arising because of delay, disruption, interference or hindrance
from any cause whatsoever, whether such delay, disruption, interference, or hindrance be
reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable;
provided, however, such delays are not due solely to fraud, bad faith or willful or intentional
interference by the City in the performance of its obligations hereunder, and then only where
such acts continue after Artist's written notice to the City of such alleged interference in
accordance with the requirements of Section 3.6.
3.5 Notwithstanding the foregoing, the City may, at its sole discretion, adjust the schedule of
payments set forth in Exhibit B, as necessary, to account for Project-related delays that do not
arise from or relate to the Artist's actions or omissions and are beyond the Artist's reasonable
control.
3.6 Where any delay conditions arise, the Artist shall so notify the Contract Administrator in writing no
later than ten (10) days of the occurrence of the events giving rise to the claimed delay, with a
detailed explanation describing all of the circumstances beyond the Artist's control that do not
permit Artist to complete the Work as described in this Agreement in the time allotted, an
explanation of how the delay has specifically impacted Artist's Schedule, and any supporting
documentation relating thereto. In such event, the Artist agrees that the Contract Administrator
shall be the sole judge of what constitutes an event or circumstances"beyond the Artist's control."
Artist's failure to timely present a request for time extension or other claim in accordance with this
Article 3 shall be conclusively deemed a waiver, abandonment or relinquishment of any such
claim, it being expressly understood and agreed that the timely presentation of claims, in
sufficient detail to allow proper investigation and prompt resolution thereof, is essential to the
administration of this Agreement.
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3.7 In the event the Artist causes a delay that impacts the construction schedule for the project at the
Site, the Artist shall have the duty to accelerate its services to mitigate the delay at no additional
cost to the City. If the Artist is unable to mitigate the delay in an acceptable and effective manner,
the Director may terminate this Agreement pursuant to Section 4.6.B of this Agreement.
3.8 Either party is excused from performance and shall not be liable for any delay in delivery or for
non-delivery, in whole or in part, caused by the occurrence of a major force event such as
hurricane, fire, civil disobedience, riots, rebellions, explosion, flood, storm, Acts of God, and
similar occurrences. Failure to fulfill contractual obligations due to major forces set forth in the
preceding sentence will not be considered a breach of contract, provided that such obligations
shall be suspended only for the duration of such condition.
3.9 The Contract Administrator may at any time suspend this Agreement for a period not exceeding
one hundred and eighty (180) days or such further period to which the parties may agree, by
giving written notice to the Artist of such suspension, which all shall become effective upon
receipt by the Artist of the written suspension notice. An equitable adjustment shall be made in
the time of performance of the Services, and the Agreement shall be modified accordingly, if the
suspension results in an increase in the time required for performance of the Services and
compensation payable to the Artist under Article II shall be modified in accordance with costs, if
any, as demonstrated and documented pursuant to Section 4.17 by the Artist to result directly
from such suspension.
ARTICLE 4
COMPENSATION
4.1 City agrees to pay Artist; in the manner specified in Section 4.4 and Exhibit "B" (Compensation
and Schedule of Payments) here to, the amount of Seven Hundred and Fifty-Thousand Dollars
and No Cents ($750,000.00), which amount shall be the total compensation to Artist for the
Project.
4.2 Artist may submit invoices for compensation no more often than on a monthly basis, but only after
the portion of the Work for which the invoice is submitted has been satisfactorily completed and
accepted by the Contract Administrator.
An original invoice shall be submitted to the Contract Administrator within fifteen (15) days of the
end of the month, except the final invoice, which must be received no later than thirty (30) days
after completion of all Work. Invoices shall designate the nature and portion of the Work
performed (percentage of completion). All invoices must be signed off and approved by the
Contract Administrator as a condition of approval for payment by City. A written Project progress
report shall accompany each invoice, describing the Work completed during that period.
Photographic documentation demonstrating progress of the Work shall also be included with
each invoice, if required by the Contract Administrator.
4.3 City shall pay Artist (but only for Work satisfactorily performed and accepted by the Contract
Administrator), within thirty (30) calendar days of receipt by the City of Artist's proper invoice.
Invoices shall be submitted by Artist to the City as follows:
Patricia Romeu, Contract Administrator
Miami-Dade County Department of Cultural Affairs
Art in Public Places
111 NW 1 Street, Suite 610
Miami, FL 33128
ROMEUmiamidade.qov
4.5 Notwithstanding any provision of this Agreement to the contrary, City may, at the sole and
responsible discretion of the Contract Administrator, withhold a portion of any or all payments due
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under the Agreement, to the extent necessary to protect itself from loss on account of inadequate
or defective Work which has not been accepted by Contract Administrator, or which has not been
remedied or resolved in a manner satisfactory to Contract Administrator.
4.6 Payment shall be made to Artist at:
Ellen Harvey Studio, LLC
103 North 10th Street#4H
Brooklyn, NY, 11249
ARTICLE 5
CHANGES IN SCOPE OF SERVICES
5.1 Any significant changes in the scope of services, including, without limitation, a change in the
design, color, size, material, utility and support requirements, and/or texture of the Work or of the
Project; or location of the Site; or to Artist's compensation; or any other material changes in the
terms and conditions of the Agreement, must be approved in writing as an amendment to this
Agreement; must be executed by the parties; and is further subject to approval by the City
Manager or City Commission, as applicable, prior to implementation of same.
ARTICLE 6
ARTIST'S WARRANTIES
6.1 Artist warrants to the City that (a) the Project being commissioned is the original product of
Artist's own creative efforts; and (b)the Project is original, or in other words, an edition of one (1),
and shall in no way be duplicated, copied, and/or otherwise replicated by Artist with respect to
any future commissioned public or private projects.
6.2 Artist warrants to the City that reasonable maintenance of the Project will not require any
extraordinary procedures or efforts.
6.3 Artist warrants to the City that it shall deliver the Project to the City free and clear of any liens
from any source whatsoever.
6.4 Artist warrants to the City that the Work to be free from defective or inferior materials and
workmanship for two (2) years after the date of final written acceptance by the City, including any
defects or qualities causing or accelerating deterioration. If within two (2) years the City finds the
Work in need of repair, such repairs will be made at no expense to the City promptly and
satisfactorily.
6.5 If Artist fails to remedy any failure, defect, or damage within a reasonable time after receipt of
notice from City, the City shall have the right to replace, repair, or otherwise remedy the failure,
defect, or damage at the Artist's expense.
6.6. Artist with respect to all warranties, express or implied, shall:
a. Obtain all warranties that would be given in normal commercial practice;
b. Require all warranties to be executed, in writing, for the benefit of the City, if directed by the
Contract Administrator; and
c. Enforce all warranties for the benefit of the City, if directed by the Contract Administrator.
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ARTICLE 7
OBLIGATIONS OF City
7.1 City shall:
a. Provide Artist, upon reasonable request, but without warranty or representation by City of any
kind, any background materials and information on matters affecting the Site.
b. Provide Artist with the Project Budget;
c. Arrange for access so that Artist may enter upon the Site, during customary business hours,
for Artist to perform the Work;
d. Give prompt written notice to Artist whenever the City becomes aware of any development
that affects the scope or timing of the Work;
e. Arrange public meetings and consultations, as deemed necessary by the City Manager;
f. Review submitted materials in a reasonably timely manner;
g. Prepare and install, at its expense, a plaque or sign identifying Artist, the title of the Project,
materials used, year of completion, and a narrative explanation of the Project, and
reasonably maintain same in good repair; and
h. Reasonably assure that the Project is properly maintained, taking into account the
recommendations of Artist, as set forth in Exhibit"C"; and
i. Give prompt written notice to Artist within a reasonable time after the discovery of any failure,
defect, or damage.
ARTICLE 8
ALTERATIONS OF THE SITE OR OF THE WORK
8.1 The City agrees to make all reasonable efforts to maintain the integrity of the Artwork. It is an
inherent nature of any site to be vulnerable to physical alterations of varying degrees that may
arise out of a functional need consistent with its intended design and usage and/or the
operational requirements of the Site. Respectively, the integrity and authenticity of the Work may
become compromised by an alteration of the Site if the Work is an integral component of the Site.
It is with the express understanding above that the Artist hereby agrees to waive all rights to
monetary compensation for any acts arising out of operational requirements which may cause
alterations to the Site and/or the Work.
The City shall notify the Artist of any proposed alteration of the Work or of the Site that would
affect the intended character and appearance of the Work, and shall consult with the Artist in the
planning of any such alteration. If any such alteration of the Site or of the Work is made without
the express written approval of the Artist, the Artist may elect, upon a minimum advance written
notice of five (5) business days, to enter upon the Site and at Artist's sole cost and expense
remove or obliterate the public notice, plaque or sign referred to in Article 7 above, as well as any
signature or other emblem identifying the Artist with the Work, and may take such other action as
he/she may choose in order to disavow the Work.
8.2 The City agrees to take such reasonable measures, as it deems necessary, in its reasonable
discretion, to maintain the Artwork. City shall have the right to determine, after consultation with a
professional conservator, when (and if) repairs and restorations to the Artwork will be made. The
City shall attempt to notify Artist in the same manner as provided in Article 8 hereof and, in the
event the City has made reasonable efforts, without success, to notify Artist of its intended action,
City shall have no further liability to Artist, and Artist shall be deemed to have waived any and all
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claims that it may have against City, as a result of such repairs or restoration to the Artwork, or in
the event of any resulting damage or destruction of the Artwork. To the extent practical, the City
may, in its sole discretion, consider Artist in making or personally supervising significant repairs or
restorations. If City deems Artist's participation is necessary, Artist shall be paid a reasonable fee
for any such services, provided that City and Artist shall agree, in writing, prior to the
commencement of any significant repairs or restorations, upon said fee. All repairs and
restorations shall be made in accordance with recognized principles of conservation.
If the Artist fails or refuses to approve any repair or restoration, the City shall have the right to
make such repair or restoration. To the extent practical, as determined by the City at its sole
discretion, the Artist shall be given the opportunity to make or personally supervise significant
repairs and restorations and the Artist may, at the discretion of the Trust, be paid a reasonable
fee for any such service, provided that both parties prior to the execution of such services
mutually agree upon the fee in writing.
ARTICLE 9
INTELLECTUAL PROPERTY
9.1 INTELLECTUAL PROPERTY. All copyrights, trademarks, service marks, logos and other images
related to the Artwork (if any), and any right to commercially exploit the same (all of the foregoing,
collectively and individually, the "Intellectual Property") shall be the exclusive property of Artist.
Artist may apply to register any mark or copyright which depicts, is derived from, represents,
duplicates, or is related to Artist the Artwork.
9.2 Notwithstanding Section 9.1 or any other term or condition of this Agreement, Artist hereby grants
to City a non-exclusive, perpetual, irrevocable, and royalty-free license to reproduce, make, print
and/or publish photographic, filmed or videotaped reproductions, and other two-dimensional
likenesses, of the Artwork (including, without limitation, any proposals for the Artwork) for such
purposes as determined solely by the City, in its discretion, for the entire term of the copyright,
patent, or trademark. In this connection, it is understood that the uses contemplated under this
license include, without limitation, public promotional and advertising uses. It is also understood
that either of the parties to this Agreement may permit photographic, filmed, videotaped or other
reproductions of the Artwork to appear in newspapers, magazines, periodicals, books, motion
picture films, videotaped films, and/or any other media. Notwithstanding anything to the contrary
herein, any reproduction of the Artwork for commercial purposes (including on merchandise or in
commercial advertising for third party products) shall be subject to notifying Artist. In connection
with any such reproduction and publication by a third party, that party shall be solely responsible for
arranging any consent and/or credit with Artist, and the City shall have no liability to Artist and/or to
third parties as a result of any failure by third parties to obtain authorization by Artist, or give credit
to Artist, for such third party uses.
9.3 Artist agrees that all Work shall comply with all applicable patent, trademark and copyright laws,
rules, regulations and codes. Artist further agrees that it will not knowingly use any third party's
patent, trademark or copyright unless Artist has obtained proper permission and all releases, and
other necessary documents. If Artist uses any protected material, process or procedure, Artist shall
disclose such patent, trademark or copyright in the construction drawings and technical
specifications and, in any event, prior to actual fabrication of the Artwork.
9.4 INFRINGEMENT. In the event that City learns of any infringement, threatened infringement, or
passing-off of all or any portion of the Artwork by a third party, City shall make all reasonable
efforts to notify Artist at the address provided in the Notices section of this Agreement. Either City
or Artist may bring infringement actions against third parties. Any award received from such actions
shall be split evenly between City and Artist after reimbursement to the appropriate party for
expenses and costs, including without limitation reasonable attorneys' fees, incurred in bringing
such actions. In any event, City and Artist will reasonably cooperate with each other to prosecute
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any such action including, without prejudice to the generality of this requirement, consenting to be a
party to the proceedings.
ARTICLE 10
TERMINATION
10.1 This Agreement may be terminated for cause by the City Manager, upon thirty (30) days prior
written notice to Artist.
10.2 Termination of this Agreement for "cause" shall include failure to continuously and diligently
prosecute the Work in a timely manner calculated to meet or accomplish the objectives of City as
set forth in
this Agreement; a breach of the provisions of this Agreement (notwithstanding whether any such
breach was previously waived or cured); or for any other reason necessary to protect the health,
safety, or welfare of the general public.
10.3 Notice of termination shall be provided in accordance with the Notices section of this Agreement
except that notice of termination which the City deems necessary to protect the public health,
safety, or welfare may be given by verbal notice, which shall be promptly confirmed in writing in
accordance with the Notices section of this Agreement.
10.4 In the event of a termination under this Article, 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,
Artist shall not be relieved of liability to the City for damages sustained by the City by any breach of
the Agreement by Artist. The City, at its sole option and discretion, shall be additionally entitled to
bring any and all legal/equitable actions as it may deem necessary to enforce the City's rights and
remedies against Artist. The City shall be entitled to recover all costs of such actions, including
reasonable attorney's fees.
ARTICLE 11
MISCELLANEOUS
11.1 AUDIT RIGHT AND RETENTION OF RECORDS
City shall have the right to audit the books, records, and accounts of Artist as they relate to the
Project. Artist shall keep such books, records, and accounts as may be necessary in order to
record complete and correct entries related to the Project.
Artist shall preserve and make available, during customary business hours, for examination and
audit by the City, Mayor and/or his authorized representatives, all financial records, supporting
documents, statistical records, and any other documents pertinent to this Agreement and for the
Project, for the required retention period of the Florida Public Records Act (Chapter 119, Fla.
Stat.), or for a minimum period of three (3)years after termination of this Agreement, whichever is
longer. If any audit has been initiated and audit findings have not been resolved at the end of the
retention period or three (3) years, whichever is longer, the books, records, and accounts shall be
retained until resolution of the audit findings.
11.2 NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH
DISABILITIES ACT
Artist shall not unlawfully discriminate against any person in its operations and activities or in its
use or expenditure of funds in fulfilling its obligations under this Agreement. Artist shall
affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in
the course of providing any services funded by City, including Titles I and II of the ADA(regarding
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nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and
standards.
Artist's decisions regarding the delivery of services and work under this Agreement shall be made
without regard to or consideration of race, age, religion, color, gender, sexual orientation, national
origin, marital status, physical or mental disability, political affiliation, or any other factor which
cannot be lawfully used as a basis for service delivery.
11.3 PUBLIC ENTITY CRIMES ACT
Artist represents that the execution of this Agreement will not violate the Public Entity Crimes Act
(Fla. Stat. §287.133), which essentially provides that a person or affiliate who is a contractor,
consultant or other provider and who has been placed on the convicted vendor list following a
conviction for a Public Entity Crime may not submit a bid on a contract to provide any goods or
services to City, may not submit a bid on a contract with City for the construction or repair of a
public building or public work, may not submit bids on leases of real property to City, may not be
awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract
with City, and may not transact any business with City in excess of the threshold amount provided
in Section 287.017, Florida Statutes, for category two purchases for a period of 36 months from
the date of being placed on the convicted vendor list. Violation of this section shall result in
termination of this Agreement and recovery of all monies paid hereto, and may result in
debarment from City's competitive procurement activities.
In addition to the foregoing, Artist further represents that there has been no determination, based
on an audit, that it committed an act defined by Section 287.133, Florida Statutes, as a public
entity crime and that it has not been formally charged with committing an act defined as a public
entity crime regardless of the amount of money involved or whether Artist has been placed on the
convicted vendor list.
11.4 INDEPENDENT CONTRACTOR
Artist is an independent contractor under this Agreement. In providing such services, neither
Artist nor its agents shall act as officers, employees, or agents of the City. This Agreement shall
not constitute or make the parties a partnership or joint venture, nor does this Agreement
constitute a work for hire arrangement or agreement.
11.5 THIRD PARTY BENEFICIARIES
Neither Artist nor City intends to directly or substantially benefit a third party by this Agreement.
Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that
no third party shall be entitled to assert a claim against either of them based upon this
Agreement. The parties expressly acknowledge that it is not their intent to create any rights or
obligations in any third person or entity under this Agreement.
11.6 NOTICES
Whenever either party desires to give notice to the other, such notice must be in writing, sent by
certified United States Mail, postage prepaid, return receipt requested, or by hand-delivery with a
request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is
intended at the place last specified. The place for giving notice shall remain the same as set forth
herein until changed in writing in the manner provided in this section. For the present, the parties
designate the following:
10
FOR City:
City of Miami Beach
Art in Public Places
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: Brandi Reddick, Cultural Affairs Manager
Tel: 305.373.7000 ext. 3656
Email: brandireddick anmiamibechfl.gov
FOR Artist:
Ellen Harvey Studio, LLC
103 North 10th Street#4H
Brooklyn, NY, 11249
Tel: 917.582.7043
Email: ellenharvey@earthlink.net
11.7 ASSIGNMENT AND PERFORMANCE
Artist shall not assign, transfer, or encumber all or any portion of this Agreement without the prior
written consent of the City, which consent, if given at all, shall be at such party's sole discretion.
Artist shall perform its duties, obligations, services, and work under this Agreement in a skillful
and respectable manner. The quality of the Work shall be comparable to the best national and
international standards.
Artist represents that all persons providing any work or services required by this Agreement have
the knowledge and skills, either by training, experience, education, or a combination thereof, to
adequately and competently perform the duties related to the particular services and work
contemplated in the,Scope of Services.
11.8 CONFLICTS
Neither Artist nor its employees and/or sub-contractors shall, have or hold any continuing or
frequently recurring employment or contractual relationship that is substantially antagonistic or
incompatible with Artist's loyal and conscientious exercise of judgment related to its performance
under this Agreement.
Artist agrees that none of its employees and/or sub-contractors shall, during the term of this
Agreement, serve as an expert witness against City in any legal or administrative proceeding in
which he or she is not a party, unless compelled by court process. Further, Artist agrees that
such persons shall not give sworn testimony or issue a report or writing, as an expression of his
or her expert opinion, which is adverse or prejudicial to the interests of City in connection with any
such pending or threatened legal or administrative proceeding. The limitations of this section
shall not preclude Artist or any other persons from representing themselves in any action or in
any administrative or legal proceeding.
11.9 CONTINGENCY FEE
Artist warrants that it has not employed or retained any company or person, other than a bona
fide employee and/or sub-contractor working solely for Artist, to solicit or secure this Agreement
and that it has not paid or agreed to pay any person, company, corporation, individual or firm,
other than a bona fide employee and/or sub-contractor working solely for Artist, any fee,
commission, percentage, gift, or other consideration contingent upon or resulting from the award
or making of this Agreement. For a breach or violation of this provision, the City shall have the
right to terminate this Agreement without liability, at its discretion, or to deduct from the
11
Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift or
consideration.
11.10 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.
11.11 COMPLIANCE WITH LAWS
Artist shall comply with all Federal, State, and local (County and City) laws, codes, ordinances,
rules, and regulations in performing his duties, responsibilities, and obligations related to this
Agreement.
11.12 SEVERANCE
In the event this Agreement or a portion of this Agreement is found by a court of competent
jurisdiction to be invalid, the remaining provisions shall continue to be effective unless City elects
to terminate this Agreement.
11.13 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
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.
11.14 RIGHT OF DECISION
All Work shall be performed by the Artist at the sole direction of and to the reasonable satisfaction
of the Contract Administrator who shall decide all claims, questions or disputes concerning the
prosecution and fulfillment of the Work hereunder, and the character, quality, amount and value
thereof, and the Contract Administrator's decisions thereon shall be conclusive and binding upon
the parties hereto unless such determination is clearly arbitrary or unreasonable. All decisions of
the Contract Administrator shall be written and transmitted to the Artist. In the event that the
Artist does not concur in the judgments of the Contract Administrator, the Artist shall present his
written objections to the City Manager within thirty(30) days from the date of the Artist's receipt of
such written decision. The Contract Administrator and the Artist shall abide by the decision of the
City Manager.
11.15 GOVERNING LAW AND EXCLUSIVE VENUE
This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Florida, both substantive and remedial, without regard to principles of conflict of laws. The
exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County,
Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court.
BY ENTERING INTO THIS AGREEMENT, CITY AND ARTIST 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.
12
11.16 AMENDMENTS
No modification, amendment, or alteration in the terms or conditions contained herein shall be
effective unless contained in a written document prepared with the same or similar formality as
this Agreement and approved and executed by the City Commission (if over $50,000) or the City
Manager(if less than $50,000)and Artist.
11.17 PRIOR AGREEMENTS
This document incorporates and includes all prior negotiations, correspondence, conversations,
agreements, and understandings applicable to the matters contained herein and the parties agree
that there are no commitments, agreements or understandings concerning the subject matter of
this Agreement that are not contained in this document. Accordingly, the parties agree that no
deviation from the terms hereof shall be predicated upon any prior representations or
agreements, whether oral or written. It is further agreed that no modification, amendment or
alteration in the terms or conditions contained herein shall be effective unless contained in a
written document in accordance with subsection 11.16 above.
11.18 [Intentionally omitted]
11.19 INSURANCE
Artist shall maintain, at its sole cost and expense, the following types of insurance coverage at all
times throughout the Term of this Agreement or until final acceptance of the Project, whichever is
later:
a. Comprehensive General Liability in the minimum amount of One Million ($1,000,000) dollars
per occurrence bodily injury, death, property damage, and personal injury. This policy must
also contain coverage for premises operations, products and contractual liability.
b. [Intentionally omitted]
c. Automobile insurance is required in the amount of Three Hundred Thousand ($300,000)
dollars if Artist will be parking vehicles on public property, which is not a designated public
parking space, to unload materials/supplies.
The City of Miami Beach must be named as an additional insured and policyholder on all
insurance certificates issued. All insurance policies must be issued by companies that are
authorized to do business in the State of Florida, and have a rating of B+VI or better in the current
edition of Best's Key Rating Guide.
The policies of insurance referred to above shall not be subject to cancellation or changing
coverage except upon at least thirty (30) days prior written notice to the City, and then only
subject to the prior written approval of the City's Risk Manager. Prior to the Commencement Date
of this Agreement, Artist shall provide Contract Administrator with a Certificate of Insurance for
each such policy. Should Artist fail to obtain, maintain or renew the policies of insurance referred
to above, in the required amounts, the City may, at its sole discretion, obtain such insurance, and
any sums expended by City in obtaining said insurance, shall be repaid by Artist to City, plus ten
percent (10%) of the amount of premiums paid to compensate City for its administrative costs. If
Artist fails to repay City's expenditures within fifteen (15) days of demand, the total sum owed
shall accrue interest at the rate of twelve percent (12%) until paid, and such failure shall be
deemed an event of default hereunder.
13
11.20 INDEMNIFICATION
Artist agrees to indemnify and hold harmless the City and its officers, employees and agents, from
and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to,
attorneys' fees, for personal, economic or bodily injury, wrongful death, loss of or damage to
property, at law or in equity, which may arise or be alleged to have arisen from the negligent acts,
errors, omissions or other negligent conduct of Artist, its employees, agents, sub-consultants, or any
other person or entity acting under Artist's control, in connection with Artist's performance of the
Work pursuant to this Agreement; and to that extent, 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 parties agree that one percent (1%) of the total
compensation to Artist for performance of the Work under this Agreement is the specific
consideration from the City to Artist for Artist's Indemnity Agreement.
Artist's obligation under this Subsection shall not include the obligation to indemnify the City of Miami
Beach and its officers, employees and agents, from and against any actions or claims which arise or
are alleged to have arisen from the gross negligence or willful misconduct of the City or its officers,
employees and agents. The parties each agree to give the other party prompt notice of any claim
coming to its knowledge that in any way directly or indirectly affects the other party.
The provisions of this Section 11.20 shall survive the termination or earlier expiration of this
Agreement.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
14
IN WITNESS WHEREOF,the parties have made and executed this Agreement on the respective dates,as i
executed below by their respective duly authorized officials. .
City/City of Miami Beach, Florida Artist/Name of Artist
By ' / B = IIIS
Mayor / (d 7 ame)
ccEN HArtvcy
_I/o ay of ,2016 I day of Att ftor ,2016
ATT Sr Witness •
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111
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
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City Attorney Date
15
j
EXHIBIT A
ARTIST'S SCOPE OF SERVICES
ARTWORK/PROJECT: Grand Ballroom Pre-Function Lobby Glass Walls
PURPOSE: Artist will design fabricate, permit, transport, inspect, and install the above original work of art
(also referred to as Artwork or Project).
LOCATION OF SITE: Grand Ballroom Pre-Function Lobby in the new Miami Beach Convention Center,
Miami Beach, Florida
ADMINISTRATIVE COORDINATION: The Contract Administrator shall be the City's authorized
representative to coordinate, direct, and review, on behalf of the City, all matters related to the Work.
Artist shall maintain regular communication with the Contract Administrator via phone, letter or e-mail.
DESIGN COLLABORATION: During the design of the Artwork, Artist shall coordinate its progress with
the Contract Administrator. The design of the Artwork shall be coordinated with the design process in the
following areas: aesthetics, public presentations, construction documents, cost estimates and facility
project schedules. Should the design of the Artwork require specialized professional services, Artist shall
hire an appropriate sub-consultant and/or sub-contractor, subject to the prior written approval of the
Contract Administrator. Upon approval of the Artwork design, Artist shall prepare all necessary
construction documents for fabrication of the Artwork and ancillary/support facilities needed to install the
Artwork, as required by this Agreement, and in compliance with all applicable laws and codes. Artist shall
provide all necessary information on a timely basis to the Contract Administrator in the event that relevant
components of the Artwork design must be incorporated into the final construction documents where
appropriate.
CONSTRUCTION AND INSTALLATION COORDINATION: During the construction of the facility and
the installation of the Artwork, Artist shall collaborate and coordinate the Work with the Contract
Administrator or his/her designated public art project coordinator, Consultant, General Contractor, or any
other professional or individual designated by the City. The Artist shall coordinate the installation of the
Artwork in accordance with the construction documents. The Artist shall be responsible for construction
oversight during the fabrication and integration of all Artist-designed components, whether fabricated by
Artist's subcontractors or included in construction documents to be fabricated and installed by others.
DELIVERABLES: The Artist shall provide the following deliverables:
I-A [Intentionally omitted]
I-B Conceptual Design. Artist shall develop a conceptual design proposal and shall secure its
approval by the Miami Beach Art in Public Places Committee (which is an advisory board of the
City).
1. [Intentionally omitted]
2. This phase includes a Site visit for presentation to the Art in Public Places Committee and
coordination with the Contract Administrator.
3. This phase includes a Site visit by Artist or Artist's representative for presentation to either
the City's Design Review Board or Historic Preservation Board, and to further coordinate
design, fabrication, and installation of the Project with the Contract Administrator.
The City acknowledges that Phase 1-B has been successfully completed.
16
I-C Design Development. Artist shall complete the design development of the approved Artwork,
develop construction documents (based on the approved concept) for fabrication of the Work,
coordinate the Work with the Contract Administrator, and secure all applicable approvals and
permits. Approval by the Contract Administrator and Notice to Proceed (for fabrication) shall
occur after submittal of all allocable Artwork deliverables.
1. Artist shall submit final design drawings for fabrication, Artist proofs, verified cost
estimate, sub-contractor list, permits and approvals, and a fabrication and installation
schedule.
2. If the verified cost exceeds the Project Budget, Artist shall be obligated to redesign the
Artwork to fit within the established budget, inclusive of all payments to Artist, at no
additional charge to City.
3. Artist shall coordinate and participate in all product and material testing related to the
Artwork and determine final product and material with the Contract Administrator
subsequent to testing.
4. This phase includes Site visits for coordination and presentation purposes.
I-D Fabrication and Installation. Artist shall fabricate, deliver and install all Artwork and Artwork
support components, as per the approved construction drawings. Artist shall provide construction
administration services as required during the installation of the Artwork at the Site, (including, but
not limited to, the coordination of all applicable inspections by all governmental authorities having
jurisdiction over the Project).
I-E Final Conservation Documents. Upon completion and installation of the Artwork, Artist shall
submit all photographic documentation and completed cataloging forms including shop drawings,
manufacturer specifications, and product cut-sheets, as applicable. If Artist utilizes computer
technology in the fabrication of the Artwork, Artist shall submit electronic copies of any computer
files that will support on-going operations or future repairs and conservation of the Artwork. Artist
shall also submit replacement material(s) and/or parts, as applicable, and as deemed necessary
by Contract Administrator, to be used for future repairs of the Artwork (quantities to be
determined by Artist and Contract Administrator). Artist to demonstrate any maintenance and
replacement procedures of the Artwork, as deemed necessary by the Contract Administrator.
I-F Warranty Period. All Work furnished under this Agreement shall be guaranteed against defective
materials and workmanship, improper performance and noncompliance with the approve
construction drawings, for a period of two (2) year after final acceptance of the Project by
Contract Administrator.
SITE INSPECTIONS/SITE CONDITIONS/STAGING REQUIREMENTS. Prior to mobilization, the Artist
and/or his subcontractor(s) shall visit and inspect the Site. Subsequent to such inspection and throughout
the course of the Work the Artist shall notify the Contract Administrator of any storage, access, power,
water and other requirements for proper installation of the Work that are not to be provided by the Artist..
The Artist shall notify the Contract Administrator in writing of any adverse Site conditions that may impede
or otherwise impact the smooth and normal progress of the Work and which require resolution before
proceeding with any portion of the Work. The Artist shall promptly report to the Contract Administrator any
condition pertaining to defective, unsuitable or unacceptable Site conditions, including but not limited to
Site obstructions or damages impacting the Work. The Artist shall provide such notice within a
reasonable amount of time so as to allow the Contract Administrator to properly coordinate with the field
and not create any delays to the construction schedule.
COMPLETION AND INSPECTION: Upon completion and installation of all designed and fabricated
components, Artist shall be responsible for obtaining written final approval from Contract Administrator. If
17
Contract Administrator finds the Work acceptable, the requirements of the Agreement with regard to
design, fabrication, and installation of the Work and the Project satisfied, and all conditions of the permits
and regulatory agencies fulfilled,final acceptance shall be given by the Contract Administrator.
PHOTOGRAPHIC DOCUMENTATION: Professional photo-documentation suitable for publication shall
include images of all major aspects of the Project. The Artist-supplied photo-documentation shall be
reproducible, at no cost to the City, for any all applicable uses by the City.
COMMUNITY INVOLVEMENT and EDUCATIONAL OUTREACH: The Artist shall participate in at least
one (1) community meeting and two (2) other public meetings, as shall be determined by the Contract
Administrator.The date of the community shall be coordinated with the Artist schedule.
TIMELINE FOR COMPLETION: Artist shall coordinate the progress of the Work with the Contract
Administrator.
PERMITS AND APPROVALS: Artist shall prepare applications and such documents and design data as
may be required to procure approvals from all such governmental authorities that have jurisdiction over
the Project. Artist, his assistants or assigned subcontractors shall participate in meetings, submissions,
resubmissions and negotiations with such authorities. Artist shall respond to comments by such
authorities in a timely manner to adhere to Project Schedule. Artist shall be responsible for formally
transmitting and receiving permits to and from the respective jurisdictional authorities. Artist shall
coordinate permitting and approval related issues with the Contract Administrator. The receipt of all
necessary permits is a condition precedent to the fabrication of the Work. As of the effective date of this
Agreement, it is anticipated that the following governmental authorities may have jurisdiction over Project.
• City of Miami Beach Building Department
• City of Miami Beach Planning Department
• City of Miami Beach Public Works Department
• City of Miami Beach Historic Preservation Board or Design Review Board
Notwithstanding the above, the City's failure to identify governmental authorities that may have
jurisdiction over the Project shall not relieve Artist from the responsibility to procure all requisite permits.
SITE PREPARATION: The City shall at all events be solely responsible for all expenses, labor and
equipment, and other costs required to prepare the Site for installation of the Project.
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18
EXHIBIT A-1
PROJECT SCHEDULE
Ellen Harvey Studio LLC
103 North 10th Street #4H
Brooklyn,NY 11249
July 20, 2016
ATLANTIS / WATERWAYS: Miami Beach Convention Center
Work Plan &Project Schedule
Project Period: August 2016-April 15,2018
Material: Engraved mouth-blown glass with ceramic melting color,laminated to industrial mirror
Artist: Ellen Harvey
WATERWAYS /ATLANTIS(Pre-Function Lobby)
Phase Artist Responsibility Miami Beach Responsibility Duration Projected
Date of
Completion
Contract 1. Execution of Agreement Execution of Agreement Now August 2016
between Artist and Miami between Artist and Miami
Beach Beach
2. Provide Insurance
Certificate
Design 1. Execution of Production Provide artist asap with: 6 months February 28,
Production Agreement between Artist 2016
&Mayer of Munich 1. Final site dimensions
2. Purchase of satellite images 2. Proposed wall
3. Production of large tiled construction
digital satellite image 3. Confirmation of no
4. Printing of satellite image, impediments(ie. light
5. Hand drawing of the full- switches, fire
scale design extinguishers etc. on wall)
6. Scanning of drawing
7. Production of test glass
samples
8. Production of test
attachment system
9. Selection of installer and
execution of Installation
Contract
10. Production of shop
drawings for attachment
system
11. Commission Materials
Review
12. Commission Maintenance
Instructions
13. Commission Structural
Review of attachment
system by structural
engineer
19
Design Artist to submit: February 28,
Submission 2016
1. Final Design,
2. Materials Review
3. Structural Review
4. Shop drawings of
Attachment System
5. Maintenance Instructions
Design Review and Acceptance of: March 31,
Acceptance 2016
1. Final Design,
2. Materials Review
3. Structural Review
4. Shop drawings of
Attachment System
5. Maintenance
Instructions
Pre- Final Site Review Confirmation of final wall March 31,
Fabrication dimensions 2016
Delivery of Provision of final design March 31,
final design 2016
to Mayer
of Munich
Glass Mayer of Munich to produce 8- 12 December 31,
Production glass months 2017
Glass Mayer of Munich to pack and 6-8 weeks February
Shipment ship 2018
Installation Kuritzky Glass(or other 2-3 weeks March 15,
installer) to install on steel 2018
frame attachment system
Documents Harvey to provide 2 weeks May 2018
documentation as required in
contract
20
EXHIBIT B
COMPENSATION AND SCHEDULE OF PAYMENTS
City shall pay Ellen Harvey Studio, LLC the total sum of Seven Hundred and Fifty-Thousand Dollars
and No Cents ($750,000.00)for the Work contemplated in this Agreement, which sum shall represent the
total compensation to Ellen Harvey Studio, LLC. No other amount shall be paid to Artist (including for
reimbursable expenses).
Artist will be paid in accordance with the foregoing specified installments, upon submission of satisfactory
invoices and documentation substantiating satisfactory completion of the portion of the Work for which
payment is requested, and upon Contract Administrator's acceptance of said portion of the Work (as
applicable). Additionally, each invoice shall include a written progress report,with a narrative discussion
of all activities in progress during the report period, photo documentation where appropriate, based upon
the stated Scope of Services and payment description.
Payments to Artist shall be made for Work satisfactorily completed in accordance with the following .
schedule:
1. Payment #1: One Hundred Twelve Thousand Five-Hundred Dollars and No Cents ($112,500)
(which is approximately 15% of the fixed fee) to be paid upon the signing of the contract and the
development of the work plan which will include detailed project budget, a timeline, and Scope of
Work.
2. Payment #2: One Hundred Twelve Thousand Five-Hundred Dollars and No Cents ($112,500)
(which is approximately 15% of the fixed fee)to be paid upon completion of design documents.
3. Payment #3: One Hundred and Fifty Thousand Dollars and no Cents ($150,000) (which is
approximately 15% of the fixed fee) to be paid upon issuance by City of Notice to Proceed with
artwork fabrication, and submittal to the City of proof of permit approval and or equivalent.
4. Payment #4: One Hundred Eighty Seven Thousand Five Hundred Dollars and No Cents
($187,500) (which is approximately 25% of the fixed fee) to be paid upon substantial completion
of artwork fabrication and start of site preparation.
5. Payment #5: One Hundred Twelve Thousand Five-Hundred Dollars and No Cents ($112,500)
(which is approximately 15% of the fixed fee) to be paid upon issuance by City of Notice to
Proceed with artwork installation and Artist's written notice of mobilization date.
6. Payment #6: Thirty Seven Thousand Five-Hundred Dollars and No Cents ($37,500) (which is
0
approximately 5% of the fixed fee) to be paid upon substantial completion of artwork installation
and completion of punch list.
7. Payment #17: Thirty Seven Thousand Five-Hundred Dollars and No Cents ($37,500) (which is
approximately 5% of the fixed fee) to be paid upon submission of Photo Documentation as
outlined in Sec. 2.4 and Exhibit "C" "Cataloging Form" of this agreement and final acceptance by
Contract Administrator.
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Catalog#
EXHIBIT C
City OF Miami Beach
CATALOGING FORM
1. Artist Information
A. 1. Name:
2. Name you want to use on label and PR materials, if differs from above:
B. Date of Birth:
C. Place of Birth:
D. Address, e-mail, web site:
E. Contact Phone numbers
Business:
Home:
Fax:
F. One paragraph biography of OAF:
II. Work of Art
A. Title:
B. Medium:
C. 1. Dimensions in inches or centimeters: H: W: D:
2. Image with frame(if any): H: W: D:
D. Frame Description:
E. Inscription marks:
F. In case of portable and multiple Artwork, note on Artist preference for display(ex:
sequential series, installation height, spacing, etc...):
G. Artwork with electronic components used:
-Name of item:
-Manufacturer info(address, telephone, e-mail):
-Supplier info(address, telephone, e-mail):
H. Artist Statement:
22
III. Fabrication Information
A. Material(s) used in Artwork:
B. Material Finish:
C. Materials used in the presentation of the project(maquette):
D. Fabricators(name, address, phone, e-mail, web site):
E. Fabrication method (attach diagrams or drawings):
F. Engineer/Engineer(name, address, telephone, e-mail):
IV. Installation
A. Installation executed by(name, address, phone, e-mail, website):
B. Installation method (attach diagram of substructure, footings):
C. Date of Installation:
V. External Factors
A. Describe physical positioning of the Artwork:
B. Describe existing environmental factors which may affect the condition of the Artwork:
C. If the work is site-specific, describe the relationship of the work to its site:
VI. Maintenance(attach schedule of maintenance and replacement instructions for specific
items: marble blocks, pin connection and any other supporting structure as applicable)
A. Short-term:
B. Long-term:
C. Note desired appearance of the Artwork:
VII: Digital copies for use in repair of sound art and graphic reproduction:
Signature Date
23
EXHIBIT D
PROJECT BUDGET
ATLANTIS/WATERWAYS
by Ellen Harvey
Commission Budget Summary
FEES Category Total % of Total
Artist Fee $ 150,000 20%
This fee includes all expenses
associated with the artist's oversight
of the project,including but not
limited to travel,per diems,
documentation expenses.
Contingency Fee $ 37,500 5%
Unused contingency fees will be
added to Artist Fee at project
completion
EXPENSES
Consultants $ 37,500 5%
Structural Engineer $ 12,000
Conservation&Materials Review $ 500
Local General Contractor $ 15,000
Tiled statellite image production $ 10,000
General $ 75,000 10%
Insurance $ 1,000
Studio Rental $ 20,000
Overhead $ 5,000
Rights to Satellite Images $ 1,000
Printing of Satellite Images $ 25,000
Assistance $ 20,000
Materials (paint etc.) $ 3,000
Glass Fabrication $ 300,000 40%
Per contract with Mayer of Munich
this includes fabrication of samples,
glass fabrication,packing and
shipping to site
Installation $ 150,000 20%
Includes materials cost,site
preparation, scaffolding,
transportation to site, installation of
glass
Project Total $ 750,000 100%
24