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97-22373 RESO RESOLUTION NO. 97-22373 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, RATIFYING THE CONTRACTS WITH LOCAL ARTISTS REGARDING THE LINCOLN ROAD ARTS PROGRAM, AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE SAME. WHEREAS, on July 12, 1995, the Mayor and City Commission approved the Lincoln Roc: d Renovation Project (Project); and WHEREAS, an essential component of the Project was the issue oflocal functional art; ar d WHEREAS, art was selected as a result of an Request For Qualifications issued by t1 e Design Competition Selection Committee under the auspices of the South Florida Arts Center; ar d WHEREAS, at the March 5, 1997 City Commission Meeting, the functional art Wi.s included in the agenda for the Mayor and City Commission's review; and WHEREAS, the attached contracts have been executed by the local artists and tl e Administration would recommend that the Mayor and City Commission herein ratify same. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CIT Y COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA THAT THE MAYOR lllN I[) CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, RATIFY THE: CONTRACTS WITH LOCAL ARTISTS REGARDING THE LINCOLN ROAD ARl S PROGRAM, AND AUTHORIZE THE MAYOR AND CITY CLERK TO EXECUTE SA\1]:. PASSED AND ADOPTED this 7th day of May , 1997 ATTEST: ,- R 0 W-I.~ r tlNckA. CITY CLERK ~\ ! 1.., ;"7"> / .~'\... .. ~,L \ I ~~,_ MAYOR aq: ~ \. APPROVED AS TO FORM & lANGUAGE & fOR EXECUTION 1f!~ ~; CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 COMMISSION MEMORANDUM NO. d. 9q -~ 1 TO: Mayor Seymour Gelber and Memben of the City Commission DATE:May 7, 1997 FROM: Jose Garcia-Pedrosa City Manager SUBJECT: ARTS PROGRAM ADMINISTRATION RECOMMENDATION: The Administration recommends that the Mayor and City Commission ratify the contracts with Jc.ca artists regarding the Lincoln Road Arts Program and authorize the Mayor and City Clerk to exec uti same. BACKGROUND: The Lincoln Road Art Program was approved by the City Commission as part of the overall Linci)lr Road renovation project_ The art was selected as a result of an RFQ issued by the Desi gn Competition Selection Committee to local artists. The art was reviewed and selected by the selecti on committee under the auspices of the South Florida Arts Center. The art selected includes four water fountains by Gary Moore and Kenny Schneider, two tire chairs by Antonio Miralda, and a sun dial designed by Kenny Schneider. The total project cost, including installation of the art, is $28,500, which is included in the overall Lincoln Road project budget. On February 20, 1997, the Administration met with architect Ben Wood, who had assumed the responsibility of facilitating the Lincoln Road Arts Program, to discuss various issues regardi1g Lincoln Road. Also attending the meeting, were members of the Lincoln Road Art Commissic n, a sub-committee of the former Lincoln Road Partnership. The meeting, held to discuss unresolv,~d issues on Lincoln Road, included discussion on the matter of local functional art on Lincoln Road. During this meeting, the art work approved by the A.J:t Committee was reviewed by be Administration and Ben Wood agreed to submit to the City location maps indicating the site for each piece of functional art. On March 5, 1997, the Administration introduced to the City Commission the functional art as part of Commission Memorandum regarding the entrance structure as well as unresolved issues c,n Lincoln Road. It was during this meeting that the location maps, supplied by Ben Wood, we:-e presented to the City Commission. These maps are attached to this Commission Memorandum. AGENDA ITEM C- 1ltL 5'-1..91- 157 DATE ANALYSIS: - A partial payment has been issued by the City to Ben Wood in order for the local artists to recei Ie payment and begin the process of producing and placing the Lincoln Road art. The contracts wi th the local artists have been executed by the artists and need ratification by the Commission in ord~r to finalize. Furthermore, the City is awaiting construction documents from Ben Wood regarding tlle art work. These documents are essential in placing the art on Lincoln Road. CONCLUSION: The Administration recommends that the Mayor and City Commission ratify the contracts with locu. artists regarding the Lincoln Road Arts Program and authorize the Mayor and City Clerk to exe::u: e same. ~ JGP:SR:HSM:aq 158 THIS Agreement, is made and entered into this 27 day of tZ/. 1996, by and /? betw$~ CITY OF MIAMI BEACH, hereinafter referred to as t~ity', and !A/?!:JA._' / hereinafter referred to as the "Artist". WITNESSETH: WHEREAS, the City is now implementing a public art program on Lincoln Road, allocating certain funds for the acquisition of art works for Lincoln Road and having selected the group of artists and is prepared to make payments for the design, execution and installation of works of art; and WHEREAS, funds for art have been allocated in accordance with Ordinance No. 84- 14; and WHEREAS, the Artists were selected by the Committee through procedures duly adopted by the City; and WHEREAS, the Artist's Proposal has been reviewed and recommended for installation by a panel of the City's Professional Advisory Committee; and WHEREAS, the City approved the Professional Advisory Committee recommendation to commission the Artist utilizing on~e ~rti~h!liIlS and services of the Artist for the artwork created by the artist 1111/ ;rill; in accordance with the plans and budget submitted by the Artist; and WHEREAS, both parties wish the integrity and clarity of the Artist's ideas in the work of art to be maintained; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows: DEFINITIONS WORDS AND TERMS The words and terms as used in this Agreement shall have the following meanings unless some other meaning is plainly and clearly set forth. Artist II l 'I / j} "Artist" or "Contractor" means JJ_JfJR-'l~_-LZd!llj{,,-_ ~ "City" means the City of Miami Beach Services "Services" means the services described in Article I of this Agreement Subcontractor "Subcontractor" means any entity retained by "Artist" for activities other than the creative and artistic portions of the work Proiect " Project" means _~-2___~~~~__~~~__~~~_______________ Prooosal "Proposal" means the artwork suggested by the Artist and its visual/written documentation ~~~k' means the __dtLz~___LE.b~d1~~_tt'l_~~"!'~!!P~"'~/ ------~j~~~~---------------------------------------------- ARTICLE I SCOPE OF SERVICES 1.1 General The Artist shall perform or provide all services including travel and furnish all supplies. material and equipment as necessary for the design, execution, / .transporta!J9n ~nd installation of a work of art (the "Work") to be located at y,'v?,,;1V I~A~ (the "Site") all in substantial conformance and pursuant to selection 1.2 (c) below. 1.2 Procedure (a) Upon execution of this Agreement, the Artist shall commence the preparation and submission to the City of detailed drawings together with such other graphic material as is necessary to portray the Work and site preparation and permit the City to certify its compliance with all applicable statutes and ordinances. (b) Upon approval of said submission and notice to the Artist of certification by City officials of compliance with applicable statutes and ordinances, the Artist shall commence the fabrication of the Work, at a location to be determined by the Artist in conjunction with the Architect. The Artist shall furnish a schedule for completion of fabrication and installation of the Work, and written approval of the schedule, the Artist shall complete the fabrication and installation of the Work in accordance with such schedule. The schedule for fabrication and completion must be coordinated with the schedule of construction for the site so that no construction delays are caused by the project installation. (c) Upon installation of the Work, the Artist shall furnish the City with the following documents: (1) two sets of 35mm color slides of the completed Work, taken from each of the three different viewpoints; (2) two sets of three different 8" x 10" color photographic prints of the completed Work; and (3) three copies of each booklet, brochure, catalogue, print or invitation notice, if any, prepared by or at the direction and control of the Artist. (4) One full set of "as built" drawings as well as any and all construction, fabrication and installation specifications, drawings or. other documentation. Slides and photographs shall be of acceptable professional quality. Upon . installation of the Work, the Artist shall provide to the City detailed written instructions for the routine care and maintenance of the Work, and shall complete fully the Documentation Worksheet provided by the City and a Warranty of Title Form. Articles II Compensation 2.1 Firm fixed Price D DD The City shall pay the Artist a fixed fee of $ 10,00 " which shall constitute full compensation for all services and materials to be performed and furnished by the Artist under this Agreement including the Artist's fee as per proposal and budget attached. 2.2 Method of Payment The fee shall be paid in the following installments, expressed as percentages of the fixed fee, each installment to represent full and final payment for all services and materials provided prior to payment thereof. (a) 30% after execution of this Agreement submission and proposal by the Artist and invoice by the Artist, artists submission to county of executed contract with subcontractor and proof of subcontractor's performance and payment bond and all other insurance. (b) 35% upon the date on which the Artist notifies the Trust that the Work is 50% complete, verification by Architect and invoice by the Artist. (c) 35% within 30 days of final acceptance of the Work by Architect, submission of Documentation Worksheet, Warranty of Title, all documentation required under 1.2(d) and (e) and invoice by the Artist. Eligibility for payment shall be subject to satisfaction of the Architect that each stage has been completed in accordance with this contract. Article III Time of Performance 3.1 Duration The Services to be required of the Artist as set forth in Article 1, Scope of Services, shall commence upon the execution of this Agreement and shall be completed and installed in accordance with the schedule for completion of the Work. 3.2 Construction Delays In the event that the Artist complete fabrication or procurement of the Work in accordance with the above referenced schedule and is delayed form installing it 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 reimbursed for reasonable storage costs if applicable incurred for the period between the time specified in the schedule for installation and the date upon which construction of the Site is sufficiency complete to reasonably permit installation of the Work. 3.3 Early Completion of the Artist Services In the event that the Artist completes Services as set forth in Article I prior to the time specified in the schedule for installation, and, as a result thereof, incurs storage costs, the Artist shall bear the full cost of such storage. 3.4 Time Extensions A reasonable extension of the contract time will be granted in the event there is a delay on the part of the City in fulfilling its part of the Agreement or should conditions beyond the Artist's control or Acts of God render performances of his duties impossible. The Architect shall be the sole judge of what constitutes "beyond the Artist's control". Article IV General Conditions Ownership of Documents 4.1 Ownership of Documents All materials presented by the Artist to the City or to the Architect shall become public records. The City shall retain them and make them available for inspection and copying in accordance with the Florida Public Records Act. Upon completion of the Services, all designs and other data developed by the Artist and submitted to the City for the purpose of this Agreement, including engineering and shop drawings, materials specifications and site and foundation plans, shall become the property of the City. All of the above data shall be delivered to the Architect prior to completion of the Agreement. 4.2 Inspection The Architect or his designee shall have the right at reasonable times to review the Work, during the fabrication thereof and to receive progress reports from the Artist. 4.3 Code Compliance All work shall be done in compliance with South Florida Building Code where applicable. The approval of the structural acceptability of the artwork shall be determined in consultation with City officials to assure compatibility with all applicable statues and regulations. 4.4 Assignment, Transfer or Subcontracting A material element of this Agreement is the personal skill, judgment and creativity of the Artist. Therefore, the Artist shall not assign, transfer or subcontract the creative and artistic portions of the Work to another party without the written approval of the Architect. 4.5 Equal Employment Opportunity and Non-Discrimination In connection with the execution of this Agreement, the Artist shall not discriminate against employees or applicants for employment because of race, religion, color, age, sex, ancestry, marital status, physical handicap, place of birth, or national origin. The Artist shall take affirmative actions to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, ancestry, marital status, physical handicap, place of birth, or national origin. Such actions shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment, or recruitment advertising; and selection for training, including apprenticeship. 4.6 Warranty of Title The Artist warrants that the Work covered by this Agreement shall be the result of the artistic efforts of the Artist and that, unless otherwise stipulated the Work shall be unique and an edition of one. The Artist shall deliver the Work free and clear of any liens, claims or other encumbrances of any type arising from the acts of the Artist and shall furnish a signed and sworn statement to this effect. Warranty of Quality The Artist warrants that the Work project shall be free of defects in material and workmanship and that the Artist shall correct any such defects which appear for a period of two years from final acceptance of the Services, at the Artist's expense. 4.8 Title to the Work Title to the Work shall vest in the City at the time of final acceptance by the City/Architect. Notwithstanding the passage of title to the Work to the City, the Artist hereby reserves all rights to graphically render, copy or reproduce the Work, with the exception that the City may reproduce faithful images of the Work for noncommercial use, including but not limited to public information, educational and catalogue purposes without written consent of the Artist. 4.9 Residency The Artist will be personally involved in all phases of the Work's development; fabrication and installation. The Artist shall be in residence in Dade County, Florida during the time that the Work is being installed. 4.10 Final Acceptance When the Artist's Services have been completed, the Artist shall so advise the Architect in writing. Within thirty (30) days of receipt of such notice the Architect shall give the Artist notice in writing of any services which have yet to be satisfactorily completed. Upon completion of such Services, the Artist shall notify the Architect, and within the above specified time period, the Architect shall give the Artist written notice of final acceptance or notice that the specified unfinished Services will be repeated. Final acceptance shall not constitute a waiver or abandonment of any rights or remedies available to the Trust under any other section of this contract. 4.11 Risk of Loss The Artist shall bear the full risk of loss of or damage to the Work until the Services have been completed and the Work installed and accepted by the City. The Artist shall take such measures as are necessary to protect the Work from loss or damage. 4.12 Insurance Two weeks prior to the commencement of operations on City property, the Artist and/or Artist's contractor shall furnish to City of Miami Beach, 1700 Convention Center Drive, Miami Beach, FL 33139, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: A. Worker's Compensation Insurance for all employees of the Artist as required by Florida Statute 440. B. Public Liability Insurance on a comprehensive basis in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. The City of Miami Beach must be shown as an additional insured with respect to this coverage. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in connection with the work, in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the Artist. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The company must be rated no less than "B" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent subject to the approval of the City Risk Management Division. Or The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or approved to Do Business in Florida", issued by the State of Florida Department of Insurance and are members of the Florida Guaranty Fund. Certificates will indicate that no modification or change in insurance shall be made without (30) days written advance notice to the Certificate holder. 4.13 Indemnity The Artist shall indemnify and hold harmless the City from and against any and all claims, losses, costs, damage, and liability arising from the performance of Artist Services prior to final acceptance of the Work; provided, however, that with respect to any claim, loss, cost, damage or liability caused in part by the act(s) or omission(s) of anyone or more of the parties being indemnified hereunder, the Artist's liability under the foregoing indemnity shall be reduced by the proportionate share of such claim, loss, cost, damage or liability caused by the City, its officers and employees, compared to that of the parties being indemnified hereunder. 4.14 Independent Contractor The Artist is an independent contractor and nothing in this Agreement shall be construed as constituting the Artist an employee, agent or representative of the City. The Artist shall not be supervised by any employee of the City, nor shall the Artist exercise supervision over any employees or officials of the City. 4.15 Termination, Suspension and Sanctions 1. Termination for Convenience Performance by either party under this Agreement may be terminated for the convenience of either party at any time upon furnishing 30 days written notice to the other party. In the event of termination for convenience of either party, the City shall at his/her option have the right to either: (a)an equitable adjustment in the fee (without allowance for an anticipated profit on unperformed services) in which event the City shall have the right, at its discretion to possession and transfer of title to the sketches, design, and models already produced and submitted or produced for submission by the Artist under this Agreement prior to the date of termination, provided that no right to fabricate or execute the Work shall pass to the City; or (b) the return of all sketches, designs, models or other documents or materials produced and submitted or produced for submission to the City in the course of the Artist's performance under this Agreement prior to termination, in which case the Artist shall remit to the City a sum equal to all payments (if any) made to the Artist pursuant to this Agreement prior to termination. 2. Suspension of Services The City may at any time suspend this Agreement for a period not exceeding 120 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 Contract 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, demonstrated and documented by the Artist to result directly form such suspension. 4.16 Minority Business Enterprises In connection with the performance of this Agreement, the Contractor or Artist shall cooperate with the City in meeting its commitments and goals with regard to the maximum utilization of minority business enterprises. The Artist or Contractor shall use its best efforts to ensure that minority business enterprises have the maximum practicable opportunity to compete for subcontract work under this Agreement. 4.17 Conflict of Interest The Artist covenants that he presently has not interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of Services under this Agreement. The Artist further covenants that in the performance of this Agreement, no person having such interest shall be employed by the Artist. 4.18 Publicity and News Releases The Artist shall not during the performance of this Agreement disseminate publicity or new releases regarding this project or the Services without prior written approval of the Architect. 4.19 Changes The Artist and the Architect may, from time to time, agree on changes in the Services. Such agreement shall be in writing and signed by both parties. The Architect can act without further approval by the City if the fee for services and risk to the City is not affected. 4.20 Right of Decision All Services shall be performed by the Artist at the sole direction of and to the satisfaction of the Architect who shall decide all claims, questions or disputes concerning the prosecution and fulfillment of the Services hereunder, and the character, quality, amount and value thereof, and the Architect's decisions thereon shall be conclusive and binding upon the parties hereto unless such determination is clearly arbitrary or unreasonable. All decisions of the Architect shall be written and transmitted, pursuant to Section 4.20 to the Artist. In the event that the Artist does not concur in the judgments of the Architect, 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 Architect and the Artist shall abide by the decision of the City Manager. 4.21 Notices All communications relating to the day-to-day activities shall be exchanged between the Artist, or his authorized representative, and the Architect or authorized representative of the City. Such authorized representatives shall be designated in writing promptly upon commencement of the Services. Any notices, reports, or other written communications from the Artist to the City shall be Architect. Any notices, reports, or other communications from the City to the Artist shall be considered delivered when posted to the Artist at the last address left on file with the City, or delivered in person to said Artist or his authorized representative. Until changed by notice in writing, all such notices and communications shall be addressed as follows: If to the City: _CI:t-_~f__;Jj~~/~ )~t /, _1-7JJ.p__~!!. Vtnji..~ {'i/'. Df: _AJi~(!:0__&..0-~~_ pi. g -31}7 If to the Artist a If) 4 ~ q (if - 1-5 )i11?"M'; )1,/-~/A rs /4" (; ~ ,(.t. '.:~ tu.:'ct Fl.. ;'3, '~7 4.22 Entirety of Agreement This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of the Agreement shall be valid unless made in writing and signed by both parties hereto and approved by appropriate action of the City. This Agreement, regardless of where executed, shall be governed by and construed according to the laws of the State of Florida. IN WITNESS WHEREOF the parties hereto have executed these presents this ;9-- day of ~ _' 1996. ATTEST: /''' City of Miami Beach \ "2/) r ,<I.. ,\...(.., ".. ,.ut t '"I "-.......... ____ ....._. ~yor ..i? p LuA. r r ()A ~ City Clerk Artist ~ ttiAvfu2~ _ ~ /VI/FA-LOj\ __ ANTONI ~ ANDERSON CASTRO 1300 MONAD TEAR #4 MIAM/8EACH, FL 33139 APPROVED AS TO LANGUAQ,E Ff~: EXECUTION 1f~tJIIL 1iE?J!f:l THIS Agreement, is made and entered into this 1'7 day of ~ 1996, by and ;/ be!ween)he CITY OF MIAMI BEACH, hereinafter referred to as the "City", and K9JNY l:;Ot'EIDER ;( uli'lw5tktliJtr, hereinafter referred to as the "Artist". I WITNESSE1l-I: WHEREAS, the City is now implementing a public art program on Lincoln Road, allocating certain funds for the acquisition of art works for Lincoln Road and having selected the group of artists and is prepared to make payments for the design, execution and installation of works of art; and WHEREAS, funds for art have been allocated in accordance with Ordinance No. 84- 14; and WHEREAS, the Artists were selected by the Committee through procedures duly adopted by the City; and WHEREAS, the Artist's Proposal has been reviewed and recommended for installation by a panel of the City's Professional Advisory Committee; and WHEREAS, the City approved the Professional Advisory Committee recommendation to commission the Artist utilizing onl~)he arti ti~ skills and services of the Artist for the artwork created by the artist l:!!4t X /A, in accordance with the plans and budget submitted by the Artist; and WHEREAS, both parties wish the integrity and clarity of the Artist's ideas in the work of art to be maintained; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained.. the parties agree as follows: DEFINITIONS WORDS AND TERMS The words and terms as used in this Agreement shall have the following meanings unless some other meaning is plainly and clearly set forth. Artist y /" / /J "Artist" or "Contractor" means _-LJ~,!/-__2.fg.!!1,it!J:~ ~ "City" means the City of Miami Beach Services "Services" means the services described in Article I of this Agreement Subcontractor "Subcontractor" means any entity retained by "Artist" for activities other than the creative and artistic portions of the work Proiect " Project" means j~l_~-D_~~___l?~~~L_LL+_~g~",/ -------------------------------------------------------- Proposal "Proposal" means the artwork suggested by the Artist and its visual/written documentation Work ~ / ~ - eP "Work" means the B_(:!.f5.t.P~________A:__~~A!~_____~~e" -----------------------------------------------------~--- ARTICLE I SCOPE OF SERVICES 1 .1 General The Artist shall perform or provide all services including travel and furnish all supplies, material and equipment as necessary for the design, execution, / _ transport ion and installation of a work of art (the "Work") to be located at ? I W toll1/' (the "Site") all in substantial conformance and pursuant to selection 1.2 (c) below. - 1.2 Procedure (a) Upon execution of this Agreement, the Artist shall commence the preparation and submission to the City of detailed drawings together with such other graphic material as is necessary to portray the Work and site preparation and permit the City to certify its compliance with all applicable statutes and ordinances. (b) Upon approval of said submission and notice to the Artist of certification by City officials of compliance with applicable statutes and ordinances, the Artist shall commence the fabrication of the Work, at a location to be determined by the Artist in conjunction with the Architect. The Artist shall furnish a schedule for completion of fabrication and installation of the Work, and written approval of the schedule, the Artist shall complete the fabrication and installation of the Work in accordance with such schedule. The schedule for fabrication and completion must be coordinated with the schedule of construction for the site so that no construction delays are caused by the project installation. (c) Upon installation of the Work, the Artist shall furnish the City with the following documents: (1) two sets of 35mm color slides of the completed Work, taken from each of the three different viewpoints; (2) two sets of three different 8" x 10" color photographic prints of the completed Work; and (3) three copies of each booklet, brochure, catalogue, print or invitation notice, if any, prepared by or at the direction and control of the Artist. (4) One full set of "as built" drawings as well as any and all construction, fabrication and installation specificatjons, drawings or other documentation. Slides and photographs shall be of acceptable professional quality. Upon installation of the Work, the Artist shall provide to the City detailed written instructions for the routine care and maintenance of the Work, and shall complete fully the Documentation Worksheet provided by the City and a Warranty of Title Form. Articles II Compensation 2.1 Firm fixed Price The City shall pay the Artist a fixed fee of $ /0/ Y7tJo. ~:hiCh shall constitute full compensation for all services and materials to be performed and furnished by the Artist under this Agreement including the Artist's fee as per proposal and budget attached. 2.2 Method of Payment The fee shall be paid in the following installments, expressed as percentages of the fixed fee, each installment to represent full and final payment for all services and materials provided prior to payment thereof. (a) 30% after execution of this Agreement submission and proposal by the Artist and invoice by the Artist, artists submission to county of executed contract with subcontractor and proof of subcontractor's performance and payment bond and all other insurance. (b) 35% upon the date on which the Artist notifies the Trust that the Work is 50% complete, verification by Architect and invoice by the Artist. (c) 35% within 30 days of final acceptance of the Work by Architect, submission of Documentation Worksheet, Warranty of Title, all documentation required under 1.2(d) and (e) and invoice by the Artist. Eligibility for payment shall be subject to satisfaction of the Architect that each stage has been completed in accordance with this contract. Article III Time of Performance 3.1 Duration The Services to be required of the Artist as set forth in Article 1, Scope of Services, shall commence upon the execution of this Agreement and shall be completed and installed in accordance with the schedule for completion of the Work. 3.2 Construction Delays In the event that the Artist complete fabrication or procurement of the Work in accordance with the above referenced schedule and is delayed form installing it 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 reimbursed for reasonable storage costs if applicable incurred for the period between the time specified in the schedule for installation and the date upon which construction of the Site is sufficiency complete to reasonably permit installation of the Work. 3.3 Early Completion of the Artist Services In the event that the Artist completes Services as set forth in Article I prior to the time specified in the schedule for installation, and, as a result thereof, incurs storage costs, the Artist shall bear the full cost of such storage. 3.4 Time Extensions A reasonable extension of the contract time will be granted in the event there is a delay on the part of the City in fulfilling its part of the Agreement or should conditions beyond the Artist's control or Acts of God render performances of his duties impossible. The Architect shall be the sole judge of what constitutes "beyond the Artist's control". Article IV General Conditions Ownership of Documents 4.1 Ownership of Documents All materials presented by the Artist to the City or to the Architect shall become public records. The City shall retain them and make them available for inspection and copying in accordance with the Florida Public Records Act. Upon completion of the Services, all designs and other data developed by the Artist and submitted to the City for the purpose of this Agreement, including engineering and shop drawings, materials specifications and site and foundation plans, shall become the property of the City. All of the above data shall be delivered to the Architect prior to completion of the Agreement. 4.2 Inspection The Architect or his designee shall have the right at reasonable times to review the Work, during the fabrication thereof and to receive progress reports from the Artist. 4.3 Code Compliance All work shall be done in compliance with South Florida Building Code where applicable. The approval of the structural acceptability of the artwork shall be determined in consultation with City officials to assure compatibility with all applicable statues and regulations. 4.4 Assignment, Transfer or Subcontracting A material element of this Agreement is the personal skill, judgment and creativity of the Artist. Therefore, the Artist shall not assign, transfer or subcontract the creative and artistic portions of the Work to another party without the written approval of the Architect. 4.5 Equal Employment Opportunity and Non-Discrimination In connection with the execution of this Agreement, the Artist shall not discriminate against employees or applicants for employment because of race, religion, color, age, sex, ancestry, marital status, physical handicap, place of birth, or national origin. The Artist shall take affirmative actions to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, ancestry, marital status, physical handicap, place of birth, or national origin. Such actions . shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment, or recruitment advertising; and selection for training, including apprenticeship. 4.6 Warranty of Title The Artist warrants that the Work covered by this Agreement shall be the result of the artistic efforts of the Artist and that, unless otherwise stipulated the Work shall be unique and an edition of one. The Artist shall deliver the Work free and clear of any liens, claims or other encumbrances of any type arising from the acts of the Artist and shall furnish a signed and sworn statement to this effect. Warranty of Quality The Artist warrants that the Work project shall be free of defects in material and workmanship and that the Artist shall correct any such defects which appear for a period of two years from final acceptance of the Services, at the Artist's expense. 4.8 Title to the Work Title to the Work shall vest in the City at the time of final acceptance by the City/Architect. Notwithstanding the passage of title to the Work to the City, the Artist hereby reserves all rights to graphically render, copy or reproduce the Work, with the exception that the City may reproduce faithful images of the Work for noncommercial use, including but not limited to public information, educational and catalogue purposes without written consent of the Artist. 4.9 Residency The Artist will be personally involved in all phases of the Work's development; fabrication and installation. The Artist shall be in residence in Dade County, Florida during the time that the Work is being installed. 4.10 Final Acceptance When the Artist's Services have been completed, the Artist shall so advise the Architect in writing. Within thirty (30) days of receipt of such notice the Architect shall give the Artist notice in writing of any services which have yet to be satisfactorily completed. Upon completion of such Services, the Artist shall notify the Architect, and within the above specified time period, the Architect shall give the Artist written notice of final acceptance or notice that the specified unfinished Services will be repeated. Final acceptance shall not constitute a waiver or abandonment of any rights or remedies available to the Trust under any other section of this contract. 4.11 Risk of Loss The Artist shall bear the full risk of loss of or damage to the Work until the Services have been completed and the Work installed and accepted by the City. The Artist shall take such measures as are necessary to protect the Work from loss or damage. 4.12 Insu rance Two weeks prior to the commencement of operations on City property, the Artist and/or Artist's contractor shall furnish to City of Miami Beach, 1700 Convention Center Drive, Miami Beach, FL 33139, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: A. Worker's Compensation Insurance for all employees of the Artist as required by Florida Statute 440. B. Public Liability Insurance on a comprehensive basis in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. The City of Miami Beach must be shown as an additional insured with . respect to this coverage. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in connection with the work, in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the Artist. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The company must be rated no less than "B" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent subject to the approval of the City Risk Management Division. Or The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or approved to Do Business in Florida", issued by the State of Florida Department of Insurance and are members of the Florida Guaranty Fund. Certificates will indicate that no modification or change in insurance shall be made without (30) days written advance notice to the Certificate holder. 4.13 Indemnity The Artist shall indemnify and hold harmless the City from and against any and all claims, losses, costs, damage, and liability arising from the performance of Artist Services prior to final acceptance of the Work; provided, however, that with respect to any claim, loss, cost, damage or liability caused in part by the act(s) or omission(s) of anyone or more of the parties being indemnified hereunder, the Artist's liability under the foregoing indemnity shall be reduced by the proportionate share of such claim, loss, cost, damage or liability caused by the City, its officers and employees, compared to that of the parties being indemnified hereunder. 4.14lndependent Contractor The Artist is an independent contractor and nothing in this Agreement shall be construed as constituting the Artist an employee, agent or representative of the City. The Artist shall not be supervised by any employee of the City, nor shall the Artist exercise supervision over any employees or officials of the City. 4.15 Termination, Suspension and Sanctions 1. Termination for Convenience Performance by either party under this Agreement may be terminated for the convenience of either party at any time upon furnishing 30 days written notice to the other party. In the event of termination for convenience of either party, the City shall at his/her option have the right to either: (a) an equitable adjustment in the fee (without allowance for an anticipated profit on unperformed services) in which event the City shall have the right, at its discretion to possession and transfer of title to the sketches, design, and models already produced and submitted or produced for submission by the Artist under this Agreement prior to the date of termination, provided that no right to fabricate or execute the Work shall pass to the City; or (b )the return of all sketches, designs, models or other documents or materials produced and submitted or produced for submission to the City in the course of the Artist's performance under this Agreement prior to termination, in which case the Artist shall remit to the City a sum equal to all payments (if any) made to the Artist pursuant to this Agreement prior to termination. 2. Suspension of Services The City may at any time suspend this Agreement for a period not exceeding 120 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 Contract 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, demonstrated and documented by the Artist to result directly form such suspension. 4.16 Minority Business Enterprises In connection with the performance of this Agreement, the Contractor or Artist shall cooperate with the City in meeting its commitments and goals with regard to the maximum utilization of minority business enterprises. The Artist or Contractor shall use its best efforts to ensure that minority business enterprises have the maximum practicable opportunity to compete for subcontract work under this Agreement. 4.17 Conflict of Interest The Artist covenants that he presently has not interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of Services under this Agreement. The Artist further covenants that in the performance of this Agreement, no person having such interest shall be employed by the Artist. 4.18 Publicity and News Releases The Artist shall not during the performance of this Agreement disseminate publicity or new releases regarding this project or the Services without prior written approval of the Architect. 4.19 Changes The Artist and the Architect may, from time to time, agree on changes in the Services. Such agreement shall be in writing and signed by both parties. The Architect can act without further approval by the City if the fee for services and risk to the City is not affected. 4.20 Right of Decision All Services shall be performed by the Artist at the sole direction of and to the satisfaction of the Architect who shall decide all claims, questions or disputes concerning the prosecution and fulfillment of the Services hereunder, and the character, quality, amount and value thereof, and the Architect's decisions thereon shall be conclusive and binding upon the parties hereto unless such determination is clearly arbitrary or unreasonable. All decisions of the Architect shall be written and transmitted, pursuant to Section 4.20 to the Artist. In the event that the Artist does not concur in the judgments of the Architect, 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 Architect and the Artist shall abide by the decision of the City Manager. 4.21 Notices All communications relating to the day-to-day activities shall be exchanged between the Artist, or his authorized representative, and the Architect or authorized representative of the City. Such authorized representatives shall be designated in writing promptly upon commencement of the Services. Any notices, reports, or other written communications from the Artist to the City shall be Architect. Any notices, reports, or other communications from the City to the Artist shall be considered delivered when posted to the Artist at the last address left on file with the City, or delivered in person to said Artist or his authorized representative. Until changed by notice in writing, all such notices and communications shall be addressed as follows: If to the City: (fL_~__4~~~~4( , L?P_f.2.__.0!~ l!.'~.!dL!-"!L LI',... ~r. !!1i_~~~_&~'-h...~L- 3313'7 If to the Artist ~4/fY ~t/:& 1t~Z8 a/4 '/l r C t/ i'leu; 0 4.22 Entirety of Agreement This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of the Agreement shall be valid unless made in writing and signed by both parties hereto and approved by appropriate action of the City. This Agreement, regardless of where executed, shall be governed by and construed according to the laws of the State of Florida. IN WITNESS WHEREOF the parties hereto have executed these presents this _Erd_ day of __August_, 1996. ATTEST: City of~mi Beach ,./ ,-----, .. '} .0 ........ ~.,l_ ~-~--, Mayor ~bW-t~ rcu~ City"9lerk Witness: '~&J~:2 Artist ~ ~ I<E'IIIlI SOIIlEIIlER APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION .111 flt/)frllc=- VkUr1 ity ey ~'I THIS Agreement, is made and entered into this 3- day of Sr' 1996, by and r between the CITY OF MIAMI BEACH, hereinafter referred to as th "City", and C'lAI(!.,,t4;rJ/{ , hereinafter referred to as the "Artist". I WITNESSETH: WHEREAS, the City is now implementing a public art program on Lincoln Road, allocating certain funds for the acquisition of art works for Lincoln Road and having sel~cted the group of artists and is prepared to make payments for the design, execution and installation of works of art; and WHEREAS, funds for art have been allocated in accordance with Ordinance No. 84- 14; and WHEREAS, the Artists were selected by the Committee through procedures duly adopted by the City; and WHEREAS, the Artist's Proposal has been reviewed and recommended for installation by a panel of the City's Professional Advisory Committee; and WHEREAS, the City approved the Professional Advisory Committee recommendation to commission the Artist utilizing only the artistic skills and services of the Artist for the artwork created by the artist {Jt,;;ty JIo~~ in accordance with the plans and budget submitted by the Artist; and I WHEREAS, both parties wish the integrity and clarity of the Artist's ideas in the work of art to be maintained; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows: DEFINITIONS WORDS AND TERMS The words and terms as used in this Agreement shall have the following meanings unless some other meaning is plainly and clearly set forth. Artist ~ ./1/ "Artist" or "Contractor" means .f;?~--[~!!.;( 4:.____ ./ ~ "City" means the City of Miami Beach Services "Services" means the services described in Article I of this Agreement Subcontractor "Subcontractor" means any entity retained by "Artist" for activities other than the creative and artistic portions of the work ::~~~~_:e_a:~__==!!!-~~=~fL-~~~~2~~~====______~~~ Proposal "Proposal" means the artwork suggested by the Artist and its visual/written documentation ~~~k" means the __5&~jii~--f-~!Lt''-LL--_~L-~l~~-~~;~,t.,.1 't, 6 ----~-~----------------------------- -------------------- ARTICLE I SCOPE OF SERVICES 1 .1 General The Artist shall perform or provide all services including travel and furnish all supplies, material and equipment as necessary for the design, execution, ycansportati a d installation of a work of art (the "Work") to be located at t.!...-'w- tpl,; 0'" (the "Site") all in substantial conformance and pursuant to selection 1.2 (c) below. 1.2 Procedure (a) Upon execution of this Agreement, the Artist shall commence the preparation and submission to the City of detailed drawings together with such other graphic material as is necessary to portray the Work and site preparation and permit the City to certify its compliance with all applicable statutes and ordinances. (b) Upon approval of said submission and notice to the Artist of certification by City officials of compliance with applicable statutes and ordinances, the Artist shall commence the fabrication of the Work, at a location to be determined by the Artist in conjunction with the Architect. The Artist shall furnish a schedule for completion of fabrication and installation of the Work, and written approval of the schedule, the Artist shall complete the fabrication and installation of the Work in accordance with such schedule. The schedule for fabrication and completion must be coordinated with the schedule of construction for the site so that no construction delays are caused by the project installation. (c) Upon installation of the Work, the Artist shall furnish the City with the following documents: (1) two sets of 35mm color slides of the completed Work, taken from each of the three different viewpoints; (2) two sets of three different 8" x 10" color photographic prints of the completed Work; and (3) three copies of each booklet, brochure, catalogue, print or invitation notice, if any, prepared by or at the direction and control of the Artist. (4) One full set of "as built" drawings as well as any and all construction, fabrication and installation specifications, drawings or other documentation. Slides and photographs shall be of acceptable professional quality. Upon installation of the Work, the Artist shall provide to the City detailed written instructions for the routine care and maintenance of the Work, and shall complete fully the Documentation Worksheet provided by the City and a Warranty of Title Form. Articles II Compensation 2.1 Firm fixed Price o.:J [; 0(/0. The City shall pay the Artist a fixed fee of $ I , which shall constitute full compensation for all services and materials to be performed and furnished by the Artist under this Agreement including the Artist's fee as per proposal and budget attached. 2.2 Method of Payment The fee shall be paid in the following installments, expressed as percentages of the fixed fee, each installment to represent full and final payment for all services and materials provided prior to payment thereof. (a) 30% after execution of this Agreement submission and proposal by the Artist and invoice by the Artist, artists submission to county of executed contract with subcontractor and proof of subcontractor's performance and payment bond and all other insurance. (b) 35% upon the date on which the Artist notifies the Trust that the Work is 50% complete, verification by Architect and invoice by the Artist. (c) 35% within 30 days of final acceptance of the Work by Architect, submission of Documentation Worksheet, Warranty of Title, all documentation required under 1.2(d) and (e) and invoice by the Artist. Eligibility for payment shall be subject to satisfaction of the Architect that each stage has been completed in accordance with this contract. Article III Time of Performance 3.1 Duration The Services to be required of the Artist as set forth in Article 1, Scope of Services, shall commence upon the execution of this Agreement and shall be completed and installed in accordance with the schedule for completion of the Work. 3.2 Construction Delays In the event that the Artist complete fabrication or procurement of the Work in accordance with the above referenced schedule and is delayed form installing it 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 reimbursed for reasonable storage costs if applicable incurred for the period between the time specified in the schedule for installation and the date upon which construction of the Site is sufficiency complete to reasonably permit installation of the Work. 3.3 Early Completion of the Artist Services In the event that the Artist completes Services as set forth in Article I prior to the time specified in the schedule for installation, and, as a result thereof, incurs storage costs, the Artist shall bear the full cost of such storage. 3.4 Time Extensions A reasonable extension of the contract time will be granted in the event there is a delay on the part of the City in fulfilling its part of the Agreement or should conditions beyond the Artist's control or Acts of God render performances of his duties impossible. The Architect shall be the sole judge of what constitutes "beyond the Artist's control". Article IV General Conditions Ownership of Documents 4.1 Ownership of Documents All materials presented by the Artist to the City or to the Architect shall become public records. The City shall retain them and make them available for inspection and copying in accordance with the Florida Public Records Act. Upon completion of the Services, all designs and other data developed by the Artist and submitted to the City for the purpose of this Agreement, including engineering and shop drawings, materials specifications and site and foundation plans, shall become the property of the City. All of the above data shall be delivered to the Architect prior to completion of the Agreement. 4.2 Inspection The Architect or his designee shall have the right at reasonable times to review the Work, during the fabrication thereof and to receive progress reports from the Artist. 4.3 Code Compliance All work shall be done in compliance with South Florida Building Code where applicable. The approval of the structural acceptability of the artwork shall be determined in consultation with City officials to assure compatibility with all applicable statues and regulations. 4.4 Assignment, Transfer or Subcontracting A material element of this Agreement is the personal skill, judgment and creativity of the Artist. Therefore, the Artist shall not assign, transfer or subcontract the creative and artistic portions of the Work to another party without the written approval of the Architect. 4.5 Equal Employment Opportunity and Non-Discrimination In connection with the execution of this Agreement, the Artist shall not discriminate against employees or applicants for employment because of race, religion, color, age, sex, ancestry, marital status, physical handicap, place of birth, or national origin. The Artist shall take affirmative actions to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, ancestry, marital status, physical handicap, place of birth, or national origin. Such actions shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment, or recruitment advertising; and selection for training, including apprenticeship. 4.6 Warranty of Title The Artist warrants that the Work covered by this Agreement shall be the result of the artistic efforts of the Artist and that, unless otherwise stipulated the Work VShall be unique and an edition of one. The Artist shall deliver the Work free and clear of any liens, claims or other encumbrances of any type arising from the acts of the Artist and shall furnish a signed and sworn statement to this effect. Warranty of Quality The Artist warrants that the Work project shall be free of defects in material and workmanship and that the Artist shall correct any such defects which appear for a period of two years from final acceptance of the Services, at the Artist's expense. 4.8 Title to the Work Title to the Work shall vest in the City at the time of final acceptance by the City/Architect. Notwithstanding the passage of title to the Work to the City, the Artist hereby reserves all rights to graphically render, copy or reproduce the Work, with the exception that the City may reproduce faithful images of the Work for noncommercial use, including but not limited to public information, educational and catalogue purposes without written consent of the Artist. 4.9 Residency The Artist will be personally involved in all phases of the Work's development; fabrication and installation. The Artist shall be in residence in Dade County, Florida during the time that the Work is being installed. 4.10 Final Acceptance When the Artist's Services have been completed, the Artist shall so advise the Architect in writing. Within thirty (30) days of receipt of such notice the Architect shall give the Artist notice in writing of any services which have yet to be satisfactorily completed. Upon completion of such Services, the Artist shall notify the Architect, and within the above specified time period, the Architect shall give the Artist written notice of final acceptance or notice that the specified unfinished Services will be repeated. Final acceptance shall not constitute a waiver or abandonment of any rights or remedies available to the Trust under any other section of this contract. 4.11 Risk of Loss The Artist shall bear the full risk of loss of or damage to the Work until the Services have been completed and the Work installed and accepted by the City. The Artist shall take such measures as are necessary to protect the Work from loss or damage. 4.12 I nsu rance Two weeks prior to the commencement of operations on City property, the Artist and/or Artist's contractor shall furnish to City of Miami Beach, 1700 Convention Center Drive, Miami Beach, FL 33139, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: A. Worker's Compensation Insurance for all employees of the Artist as required by Florida Statute 440. B. Public Liability Insurance on a comprehensive basis in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. The City of Miami Beach must be shown as an additional insured with t / respect to this coverage. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in connection with the work, in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the Artist. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The company must be rated no less than "B" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent subject to the approval of the City Risk Management Division. Or The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or approved to Do Business in Florida", issued by the State of Florida Department of Insurance and are members of the Florida Guaranty Fund. Certificates will indicate that no modification or change in insurance shall be made without (30) days written advance notice to the Certificate holder. 4.13 Indemnity The Artist shall indemnify and hold harmless the City from and against any and all claims, losses, costs, damage, and liability arising from the performance of Artist Services prior to final acceptance of the Work; provided, however, that with respect to any claim, loss, cost, damage or liability caused in part by the act(s) or omission(s) of anyone or more of the parties being indemnified hereunder, the Artist's liability under the foregoing indemnity shall be reduced by the proportionate share of such claim, loss, cost, damage or liability caused by the City, its officers and employees, compared to that of the parties being indemnified hereunder. 4.14 Independent Contractor The Artist is an independent contractor and nothing in this Agreement shall be construed as constituting the Artist an employee, agent or representative of the City. The Artist shall not be supervised by any employee of the City, nor shall the Artist exercise supervision over any employees or officials of the City. 4.15 Termination, Suspension and Sanctions 1. Termination for Convenience Performance by either party under this Agreement may be terminated for the convenience of either party at any time upon furnishing 30 days written notice to the other party. In the event of termination for convenience of either party, the City shall at his/her option have the right to either: (a)an equitable adjustment in the fee (without allowance for an anticipated profit on unperformed services) in which event the City shall have the right, at its discretion to possession and transfer of title to the sketches, design, and models already produced and submitted or produced for submission by the Artist under this Agreement prior to the date of termination, provided that no right to fabricate or execute the Work shall pass to the City; or (b )the return of all sketches, designs, models or other documents or materials produced and submitted or produced for submission to the City in the course of the Artist's performance under this Agreement prior to termination, in which case the Artist shall remit to the City a sum equal to all payments (if any) made to the Artist pursuant to this Agreement prior to termination. 2. Suspension of Services The City may at any time suspend this Agreement for a period not exceeding 120 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 Contract 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, demonstrated and documented by the Artist to result directly form such suspension. 4.16 Minority Business Enterprises In connection with the performance of this Agreement, the Contractor or Artist shall cooperate with the City in meeting its commitments and goals with regard to the maximum utilization of minority business enterprises. The Artist or Contractor shall use its best efforts to ensure that minority business enterprises have the maximum practicable opportunity to compete for subcontract work under this Agreement. 4.17 Conflict of Interest The Artist covenants that he presently has not interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of Services under this Agreement. The Artist further covenants that in the performance of this Agreement, no person having such interest shall be employed by the Artist. 4.18 Publicity and News Releases The Artist shall not during the performance of this Agreement disseminate publicity or new releases regarding this project or the Services without prior written approval of the Architect. 4.19 Changes The Artist and the Architect may, from time to time, agree on changes in the Services. Such agreement shall be in writing and signed by both parties. The Architect can act without further approval by the City if the fee for services and risk to the City is not affected. 4.20 Right of Decision J All Services shall be performed by the Artist at the sole direction of and to the satisfaction of the Architect who shall decide all claims, questions or disputes concerning the prosecution and fulfillment of the Services hereunder, and the character, quality, amount and value thereof, and the Architect's decisions thereon shall be conclusive and binding upon the parties hereto unless such determination is clearly arbitrary or unreasonable. All decisions of the Architect shall be written and transmitted, pursuant to Section 4.20 to the Artist. In the event that the Artist does not concur in the judgments of the Architect, 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 Architect and the Artist shall abide by the decision of the City Manager. 4.21 Notices All communications relating to the day-to-day activities shall be exchanged between the Artist, or his authorized representative, and the Architect or authorized representative of the City. Such authorized representatives shall be designated in writing promptly upon commencement of the Services. Any notices, reports, or other written communications from the Artist to the City shall be Architect. Any notices, reports, or other communications from the City to the Artist shall be considered delivered when posted to the Artist at the last address left on file with the City, or delivered in person to said Artist or his authorized representative. Until changed by notice in writing, all such notices and communications shall be addressed as follows: If to the City: j]~~__G~~e_"'f~~AJ 01'. flv. ;f1;...~L_~~~-"-_EL . 3 -$/57 If to the Artist ~-'i~ MtJ~ ,I/O/;~)< /itJ2~r /11/'t::t "" , ' jj t4Ct, /Z. ~ 3/ '5; 4.22 Entirety of Agreement This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change. or modification of the terms of the Agreement shall be valid unless made in writing and signed by both parties hereto and approved by appropriate action of the City. This Agreement, regardless of where executed, shall be governed by and construed according to the laws of the State of Florida. IN WITNESS WHEREOF the parties hereto have executed these presents this _3'/_ day of ~t.c. 1996. ATTEST: Witness: Artist ~ .~------ - -', - ' -.,... ~ (:C--:S~ VL..:::.-'- , (----7J Hut) r ~ APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 111 ~/L: c,I &P,O-, IIf mtlV rro;;;rr I