Professional Services Agreement with FWY STUDIOS, LLC 2c31.i -3i19c
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
FWY STUDIOS, LLC
FOR
A TEMPORARY PUBLIC ART INSTLLATION AS PART OF ON STAGE!
MIAMI BEACH CULTURAL PROGRAMMING
AUG 2 5 2022
This Professional Services Agreement ("Agreement") is entered into this day of
, 2022 ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation organized and existing under the laws of the State of Florida, having its
principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (the "City"), and
FWY STUDIOS, LLC, a California limited liability company, whose address is 333 South Spring
Street, #G2, Los Angeles, CA 90013 (the "Artist").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and the Artist, including any exhibits
and amendments thereto.
City Manager: The chief administrative officer of the City.
City Manager's
Designee: The City staff member who is designated by the City Manager to
administer this Agreement on behalf of the City. The City Manager's
designee shall be the Tourism and Culture Department Director.
Artist: For the purposes of this Agreement, the Artist shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Artist performed or undertaken
pursuant to the Agreement.
Fee: Amount paid to the Artist as compensation for Services.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305)
673-7000, Ext. 6435; and fax number(305) 673-7023.
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SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the Fee to be paid to the Artist by the City, the Artist shall provide the
work and services described in Exhibit"A" hereto(the "Services").
Although the Artist may be provided with a schedule of the available hours to provide its
Services, the City shall not control nor have the right to control the hours of the Services
performed by the Artist; where the Services are performed (although the City will provide the
Artist with the appropriate location to perform the Services); when the Services are performed,
including how many days a week the Services are performed; how the Services are performed,
or any other aspect of the actual manner and means of accomplishing the Services provided.
Notwithstanding the foregoing, all Services provided by the Artist shall be performed in
accordance with the terms and conditions set forth in Exhibit "A" and to the reasonable
satisfaction of the City Manager. If there are any questions regarding the Services to be
performed, the Artist should contact the following person:
Brandi Reddick
Cultural Affairs Manager
City of Miami Beach
1755 Meridian Avenue, 5`h Floor
Miami Beach, FL 33139
brandireddick@miamibeachfl.gov
2.2 The Artist's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit A hereto.
SECTION 3
TERM
The term of this Agreement ("Term") shall commence upon execution of this Agreement by all
parties hereto (the Effective Date set forth on p. 1 hereof), and shall expire once the Artwork has
been deinstalled from the Site.
Notwithstanding the Term provided herein, the Artist shall adhere to any specific timelines,
schedules, dates, and/or performance milestones for completion and delivery of the Services,
as same is/are set forth in the timeline and/or schedule referenced in Exhibit A hereto.
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SECTION 4
FEE
4.1 In consideration of the Services to be provided, Artist shall be compensated as set forth
in the attached Exhibit A(the "Fee").
THE FEE SHALL CONSTITUTE FULL COMPENSATION FOR ALL SERVICES AND MATERIALS TO
BE PERFORMED AND FURNISHED BY THE ARTIST UNDER THIS AGREEMENT, AND ANY
SUBCONTRACTED WORK.
The Fee includes two (2) work meetings with the City's staff for purposes of determining the work which
will be appropriate to complete the Services outlined in this Agreement, and one (1) meeting to present
the proposal to staff for review(the"Proposal Presentation Meeting").
4.2 INVOICING
Upon receipt of an acceptable and approved invoice(s), payment(s) shall be made within forty-
five (45) days for that portion (or those portions) of the Services satisfactorily rendered (and
referenced in the particular invoice).
Invoices shall include a detailed description of the Services (or portions thereof) provided, and
shall be submitted to the City at the following address:
Luis Wong
Tourism and Culture Department
Administrative Services Manager
City of Miami Beach
1755 Meridian Avenue, 59h Floor
Miami Beach, FL 33139
luiswong@miamibeachfl.gov
With copy to:
Brandi Reddick
Tourism and Culture Department
Cultural Affairs Manager
City of Miami Beach
1755 Meridian Avenue, 5th Floor
Miami Beach, FL 33139
brandireddick@miamibeachfl.gov
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SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Artist shall fail to fulfill in a timely manner, or otherwise violates, any of the covenants,
agreements, or stipulations material to this Agreement, the City, through its City Manager, shall
thereupon have the right to terminate this Agreement for cause. Prior to exercising its option to
terminate for cause, the City shall notify the Artist of its violation of the particular term(s) of this
Agreement, and shall grant Artist ten (10) days to cure such default. If such default remains
uncured after ten (10) days, the City may terminate this Agreement without further notice to
Artist. Upon termination, the City shall be fully discharged from any and all liabilities, duties, and
terms arising out of, or by virtue of, this Agreement.
Notwithstanding the above, the Artist shall not be relieved of liability to the City for damages
sustained by the City by any breach of the Agreement by the Artist. The City, at its sole option
and discretion, shall be entitled to bring any and all legal/equitable actions that it deems to be in
its best interest in order to enforce the City's rights and remedies against Artist. The City shall
be entitled to recover all costs of such actions, including reasonable attorneys' fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY
TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO ARTIST OF SUCH
TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS
FOLLOWING RECEIPT BY THE ARTIST OF SUCH NOTICE. ADDITIONALLY, IN
THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY CONCERN, AS
DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE
DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR WRITTEN
NOTIFICATION TO ARTIST, MAY IMMEDIATELY SUSPEND THE SERVICES UNDER
THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE ALTERNATIVE, TERMINATE
THIS AGREEMENT ON A GIVEN DATE. IF THE AGREEMENT IS TERMINATED FOR
CONVENIENCE BY THE CITY, ARTIST SHALL BE PAID FOR ANY SERVICES
SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION;
FOLLOWING WHICH THE CITY SHALL BE DISCHARGED FROM ANY AND ALL
LIABILITIES, DUTIES, AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS
AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Artist is placed
either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of
creditors. In such event, the right and obligations for the parties shall be the same as provided
for in Section 5.2.
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SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
The Artist agrees to indemnify, defend and hold harmless the City of Miami Beach and its
officers, employees, agents, and contractors, from and against any and all actions (whether at
law or in equity), third party claims, liabilities, losses, and expenses, including, but not limited to,
attorneys' fees and costs, for personal, economic or bodily injury, wrongful death, loss of or
damage to property, which may arise or be alleged to have arisen from the negligent acts,
errors, omissions or other wrongful conduct of the Artist, its officers, employees, agents,
contractors, or any other person or entity acting under the Artist's control or supervision, in
connection with, related to, or as a result of the Artist's performance of the Services pursuant to
this Agreement. To that extent, the Artist shall pay all such claims and losses and shall pay all
such costs and judgments which may issue from any lawsuit arising from such claims and
losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such
claims and losses, including appeals. The Artist expressly understands and agrees that any
insurance protection required by this Agreement or otherwise provided by the Artist shall in no
way limit the Artist's responsibility to indemnify, keep and save harmless and defend the City or
its officers, employees, agents and instrumentalities as herein provided.
The parties agree that one percent (1%) of the total compensation to the Artist for performance
of the Services under this Agreement is the specific consideration from the City to the Artist for
the Artist's indemnity agreement. The provisions of this Section 6.1 and of this indemnification
shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The Artist shall maintain and carry in full force during the Term, the following insurance:
1. General Liability, in the amount of$1,000,000;
2. Professional Liability, in the amount of$200,000; and
3. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes.
The insurance must be furnished by insurance companies authorized to do business in the
State of Florida. All insurance policies must be issued by companies rated no less than "B+" as
to management and not less than "Class VI" as to strength by the latest edition of Best's
Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent.
Timely renewal certificates will be provided to the City as coverage renews. The insurance
certificates for General Liability shall include the City as an additional insured and shall contain
a waiver of subrogation endorsement. The Artist's insurance shall be primary and not
contributory for direct claims artist may out of the Agreement under the Commercial General
Liability Policy. If the Professional Liability coverage is provided on a claims made basis, then
such insurance shall continue for three (3) years following the expiration of termination of the
Agreement.
Original certificates of insurance must be submitted to the City's Risk Manager for approval
(prior to any work and/or services commencing) and will be kept on file in the Office of the Risk
Manager. The City shall have the right to obtain from the Artist specimen copies of the
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insurance policies in the event that submitted certificates of insurance are inadequate to
ascertain compliance with required coverage.
The Artist is also solely responsible for obtaining and submitting all insurance certificates for any
sub-contractor.
Compliance with the foregoing requirements shall not relieve the Artist of the liabilities and
obligations under this section or under any other portion of this Agreement.
The Artist shall not commence any work and or services pursuant to this Agreement until all
insurance required under this section has been obtained and such insurance has been
approved by the City's Risk Manager.
SECTION 7
LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. This
Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By
entering into this Agreement, the Artist and the City expressly waive any rights either party may
have to a trial by jury of any civil litigation related to or arising out of this Agreement.
SECTION 8
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on the
City's liability for any cause of action, for money damages due to an alleged breach by the City
of this Agreement, so that its liability for any such breach never exceeds the sum of $10,000.
The Artist hereby expresses its willingness to enter into this Agreement with Artist's recovery
from the City for any damage action for breach of contract to be limited to a maximum amount of
$10,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, the Artist
hereby agrees that the City shall not be liable to the Artist for damages in an amount in excess
of $10,000 for any action or claim for breach of contract arising out of the performance or non-
performance of any obligations imposed upon the City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a
waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
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SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS
9.1 DUTY OF CARE
With respect to the performance of the Services contemplated herein, the Artist shall exercise
that degree of skill, care, efficiency and diligence normally exercised by reasonable persons
and/or recognized professionals with respect to the performance of comparable work and/or
services.
9.2 COMPLIANCE WITH APPLICABLE LAWS
In its performance of the Services, the Artist shall comply with all applicable laws, ordinances,
and regulations of the City, Miami-Dade County, the State of Florida, and the federal
government, as applicable.
9.3 (Intentionally Omitted)
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to the Artist, and at any time during normal business
hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized holidays),
and as often as the City Manager may, in his/her reasonable discretion and judgment, deem
necessary, there shall be made available to the City Manager, and/or such representatives as
the City Manager may deem to act on the City's behalf, to audit, examine, and/or inspect, any
and all other documents and/or records relating to all matters covered by this Agreement. The
Artist shall maintain any and all such records at its place of business at the address set forth in
the "Notices" section of this Agreement.
10.2 INSPECTOR GENERAL AUDIT RIGHTS
(A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis, perform
reviews, audits, inspections and investigations on all City contracts, throughout the
duration of said contracts. This random audit is separate and distinct from any other
audit performed by or on behalf of the City.
(B) The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records,
contracts and transactions. In addition, the Inspector General has the power to
subpoena witnesses, administer oaths, require the production of witnesses and monitor
City projects and programs. Monitoring of an existing City project or program may
include a report concerning whether the project is on time, within budget and in
conformance with the contract documents and applicable law. The Inspector General
shall have the power to audit, investigate, monitor, oversee, inspect and review
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operations, activities, performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal) submittals, activities of the Artist, its
officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption. Pursuant to
Section 2-378 of the City Code, the City is allocating a percentage of its overall annual
contract expenditures to fund the activities and operations of the Office of Inspector
General.
(C) Upon ten (10) days written notice to the Artist, the Artist shall make all requested records
and documents available to the Inspector General for inspection and copying. The
Inspector General is empowered to retain the services of independent private sector
auditors to audit, investigate, monitor, oversee, inspect and review operations activities,
performance and procurement process including but not limited to project design, bid
specifications, (bid/proposal) submittals, activities of the Artist its officers, agents and
employees, lobbyists, City staff and elected officials to ensure compliance with the
contract documents and to detect fraud and corruption.
(D) The Inspector General shall have the right to inspect and copy all documents and
records in the Artist's possession, custody or control which in the Inspector General's
sole judgment, pertain to performance of the contract, including, but not limited to
original estimate files, change order estimate files, worksheets, proposals and
agreements from and with successful subcontractors and suppliers, all project-related
correspondence, memoranda, instructions, financial documents, construction
documents, (bid/proposal) and contract documents, back-change documents, all
documents and records which involve cash, trade or volume discounts, insurance
proceeds, rebates, or dividends received, payroll and personnel records and supporting
documentation for the aforesaid documents and records.
(E) The Artist shall make available at its office at all reasonable times the records, materials,
and other evidence regarding the acquisition (bid preparation) and performance of this
Agreement, for examination, audit, or reproduction, until three (3) years after final
payment under this Agreement or for any longer period required by statute or by other
clauses of this Agreement. In addition:
If this Agreement is completely or partially terminated, the Artist shall make
available records relating to the work terminated until three (3) years after any
resulting final termination settlement; and
ii. The Artist shall make available records relating to appeals or to litigation or the
settlement of claims arising under or relating to this Agreement until such
appeals, litigation, or claims are finally resolved.
(F) The provisions in this section shall apply to the Artist, its officers, agents, employees,
subcontractors and suppliers. The Artist shall incorporate the provisions in this section in
all subcontracts and all other agreements executed by the Artist in connection with the
performance of this Agreement.
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(G) Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by the Artist or third parties.
10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
10.3.1 The Artist shall not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the prior written consent of the City Manager, which
consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as
approved pursuant to this section, and any attempt to make such assignment (unless
approved) shall be void.
10.3.2 Liability for the Artist and subcontractors. All subcontractors (if any) shall be subject to
the written approval by the City Manager prior to their engagement by the Artist. The Artist
shall be liable for its services, responsibilities and liabilities under this Agreement and the
costs, services, responsibilities and liabilities of any approved subcontractor, and any other
person or entity acting under the direction or control of the Artist (if any). In this regard, the
Artist must furnish the City with all information relating to the subcontractor which is requested
by the City. When the term "Artist" is used in this Agreement, it shall be deemed to include
any subcontractors (if any) and/or any other person or entity acting under the direction or
control of the Artist (if any). The Artist shall be responsible for securing, prior to commencing
work, the insurance coverage which the City's Risk Manager may require in connection with
any approved subcontractor.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Artist shall file a State of Florida Form PUR 7068,
Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the
City's Procurement Division.
10.5 NO DISCRIMINATION
In connection with the performance of the Services, the Artist shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, the Artist shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, and public
services on account of actual or perceived race, color, national origin, religion, sex,
intersexuality, gender identity, sexual orientation, marital and familial status, age, disability,
ancestry, height, weight, domestic partner status, labor organization membership, familial
situation, or political affiliation.
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10.6 CONFLICT OF INTEREST
The Artist herein agrees to adhere to and be governed by all applicable Miami-Dade County
Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County
Code, as may be amended from time to time; and by the City of Miami Beach Charter and
Code, as may be amended from time to time; both of which are incorporated by reference as if
fully set forth herein.
The Artist covenants that it presently has no interest and shall not acquire any interest, directly
or indirectly, which could conflict in any manner or degree with the performance of the
Services. The Artist further covenants that in the performance of this Agreement, the Artist
shall not employ any person having any such interest. No member of or delegate to the
Congress of the United States shall be admitted to any share or part of this Agreement or to
any benefits arising therefrom.
10.7 ARTIST'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) The Artist shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(12), which
means all documents, papers, letters, maps, books, tapes, photographs, films, sound
recordings, data processing software, or other material, regardless of the physical form,
characteristics, or means of transmission, made or received pursuant to law or
ordinance or in connection with the transaction of official business of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Artist meets the definition of
"Contractor" as defined in Section 119.0701(1)(a), the Artist shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as authorized
by law, for the duration of the contract term and following completion of the
Agreement if the Artist does not transfer the records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of the Artist or keep and maintain public records required
by the City to perform the service. If the Artist transfers all public records to the
City upon completion of the Agreement, the Artist shall destroy any duplicate
public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Artist keeps and maintains public records upon
completion of the Agreement, the Artist shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the
City, upon request from the City's custodian of public records, in a format that is
compatible with the information technology systems of the City.
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(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Artist of the request, and
the Artist must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
(2) The Artist's failure to comply with the City's request for records shall constitute a
breach of this Agreement, and the City, at its sole discretion, may: (1) unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement; and/or(3)avail itself of any available remedies at law or in equity.
(3) If the Artist who fails to provide the public records to the City within a reasonable
time, the Artist may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against the Artist to compel production of public records
relating to the City's contract for services, the court shall assess and award
against the Artist the reasonable costs of enforcement, including reasonable
attorneys' fees, if:
a. The court determines that the Artist unlawfully refused to comply with the
public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the Artist has
not complied with the request, to the City and to the Artist.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the Artist at the Artist's address listed on its contract with
the City or to the Artist's registered agent. Such notices must be sent by common
carrier delivery service or by registered, Global Express Guaranteed, or certified
mail, with postage or shipping paid by the sender and with evidence of delivery,
which may be in an electronic format.
(3) If the Artist complies with a public records request within 8 business days after
the notice is sent is not liable for the reasonable costs of enforcement.
(F) IF THE ARTIST HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
ARTIST'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO MIAMIBEACHFL.GOV
PHONE: 305-673-7411
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10.8 FORCE MAJEURE
(A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of
the Artist or the City's obligations under the Agreement, and (ii) is beyond the
reasonable control of such party unable to perform the obligation, and (iii) is not due to
an intentional act, error, omission, or negligence of such party, and (iv) could not have
reasonably been foreseen and prepared for by such party at any time prior to the
occurrence of the event. Subject to the foregoing criteria, Force Majeure may include
events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism,
sabotage, explosions, embargo restrictions, quarantine restrictions, transportation
accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God
which prevent performance. Force Majeure shall not include technological impossibility,
inclement weather, or failure to secure any of the required permits pursuant to the
Agreement.
(B) If the City or the Artist's performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Majeure, such party shall immediately,
upon learning of the occurrence of the event or of the commencement of any such delay,
but in any case within fifteen (15) business days thereof, provide notice: (i) of the
occurrence of event of Force Majeure, (ii) of the nature of the event and the cause
thereof, (iii) of the anticipated impact on the Agreement, (iv) of the anticipated period of
the delay, and (v) of what course of action such party plans to take in order to mitigate
the detrimental effects of the event. The timely delivery of the notice of the occurrence of
a Force Majeure event is a condition precedent to allowance of any relief pursuant to this
section; however, receipt of such notice shall not constitute acceptance that the event
claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of
the occurrence of a Force Majeure event shall be on the requesting party.
(C) No party hereto shall be liable for its failure to carry out its obligations under the
Agreement during a period when such party is rendered unable, in whole or in part, by
Force Majeure to carry out such obligations. The suspension of any of the obligations
under this Agreement due to a Force Majeure event shall be of no greater scope and no
longer duration than is required. The party shall use its reasonable best efforts to
continue to perform its obligations hereunder to the extent such obligations are not
affected or are only partially affected by the Force Majeure event, and to correct or cure
the event or condition excusing performance and otherwise to remedy its inability to
perform to the extent its inability to perform is the direct result of the Force Majeure
event with all reasonable dispatch.
(D) Obligations pursuant to the Agreement that arose before the occurrence of a Force
Majeure event, causing the suspension of performance, shall not be excused as a result
of such occurrence unless such occurrence makes such performance not reasonably
possible. The obligation to pay money in a timely manner for obligations and liabilities
which matured prior to the occurrence of a Force Majeure event shall not be subject to
the Force Majeure provisions.
(E) Notwithstanding any other provision to the contrary herein, in the event of a Force
Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend
the City's payment obligations under the Agreement, and may take such action without
regard to the notice requirements herein. Additionally, in the event that an event of
Force Majeure delays a party's performance under the Agreement for a time period
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greater than thirty (30) days, the City may, at the sole discretion of the City Manager,
terminate the Agreement on a given date, by giving written notice to the Artist of such
termination. If the Agreement is terminated pursuant to this section, the Artist shall be
paid for any Services satisfactorily performed up to the date of termination; following
which the City shall be discharged from any and all liabilities, duties, and terms arising
out of, or by virtue of, this Agreement. In no event will any condition of Force Majeure
extend this Agreement beyond its stated term.
10.9 E-VERIFY
(A) The Artist shall comply with Section 448.095, Florida Statutes, "Employment Eligibility"
("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify
Statute, commencing on January 1, 2021, the Artist shall register with and use the E-
Verify system to verify the work authorization status of all newly hired employees during
the Term of the Agreement. Additionally, the Artist shall expressly require any
subcontractor performing work or providing services pursuant to the Agreement to
likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the subcontractor during the
contract Term. If the Artist enters into a contract with an approved subcontractor, the
subcontractor must provide the Artist with an affidavit stating that the subcontractor does
not employ, contract with, or subcontract with an unauthorized alien. The Artist shall
maintain a copy of such affidavit for the duration of the contract or such other extended
period as may be required under this Agreement.
(B) TERMINATION RIGHTS.
(1) If the City has a good faith belief that the Artist has knowingly violated Section
448.09(1), Florida Statutes, the City shall terminate this Agreement with Artist for
cause, and the City shall thereafter have or owe no further obligation or liability to
Artist.
(2) If the City has a good faith belief that a subconsultant has knowingly violated the
foregoing Subsection 10.9(A), but the Artist otherwise complied with such
subsection, the City will promptly notify the Artist and order the Artist to
immediately terminate the contract with the subcontractor. The Artist's failure to
terminate a subcontractor shall be an event of default under this Agreement,
entitling City to terminate the Artist's contract for cause.
(3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in
breach of contract and may not be considered as such.
(4) The City or the Artist or a subconsultant may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (B)(1) or
(B)(2) no later than 20 calendar days after the date on which the contract was
terminated.
(5) If the City terminates the agreement with the Artist under the foregoing
Subsection (B)(1), Artist may not be awarded a public contract for at least 1 year
after the date of termination of this Agreement.
(6) The Artist is liable for any additional costs incurred by the City as a result of the
termination of this Agreement under this Section 10.9.
13
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Artist and the City listed below or may be mailed by
U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice, in writing, all such notices and communications shall be addressed as
follows:
TO ARTIST: Jordan Bratman
FWY Studios, LLC
333 S. Spring Street, #G2
Los Angeles CA 90013
TO CITY: Lissette Garcia Arrogante
Director, Tourism and Culture Department
1755 Meridian Avenue, 5th Floor
Miami Beach, FL 33139
Notice may also be provided to any other address designated by the party to receive notice if such
alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by
overnight delivery. In the event an alternate notice address is properly provided, notice shall be
sent to such alternate address in addition to any other address which notice would otherwise be
sent, unless other delivery instruction as specifically provided for by the party entitled to notice.
Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases, on the
date of receipt or refusal.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality and
of equal dignity herewith.
14
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected and every other term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
12.3 WAIVER OF BREACH
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of
such provision or modification of this Agreement. A party's waiver of any breach of a provision
of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be
construed to be a modification of the terms of this Agreement.
12.4 JOINT PREPARATION
The parties hereto acknowledge that they have sought and received whatever competent advice
and counsel as was necessary for them to form a full and complete understanding of all rights
and obligations herein and that the preparation of this Agreement has been a joint effort of the
parties, the language has been agreed to by parties to express their mutual intent and the
resulting document shall not, solely as a matter of judicial construction, be construed more
severely against one of the parties than the other.
12.5 ENTIRETY OF AGREEMENT
The City and the Artist agree that this is the entire agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and are
not intended to confer any rights or obligations upon the parties to this Agreement.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
15
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By: ----n4a44c
City Clerk ity Manager
AUG 2 5 2022
Date:
FOR ARTIST: FWY STUDIOS, LLC
ATTEST:
By:
SK►oJ61 gc2/45 .'i P`\ihN-e,r r\("}vr Siri0J41 - -et'
Print Name and Title Print Name and Title
Date: AV?.
* INCORP GRATED' * '
APPROVED AS TO
FORM &LANGUAGE
& FOR EXECUTION
City Attorney Al at
16
Exhibit A
SCOPE OF SERVICES
The City wishes to engage Artist to design, fabricate, transport and install a unique and original work of
art comprised of a three-dimensional sculptural element ("Artwork") (also referred to herein as the
"Project") to be installed at the location described as follows: 41 st Street and SW Corner of Pine Tree
Drive/Triangle Park, Miami Beach, FL 33140 (the"Site"), as referenced in attached Site Plan.
(A) PATENT RIGHTS; COPYRIGHTS:
1. ALL COPYRIGHTS, MORAL RIGHTS TRADEMARKS, SERVICE MARKS, LOGOS IN AND TO
THE ARTWORK 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 THE ARTIST AND THE
ARTWORK.
2. PHYSICAL COPIES OF ANY PHOTOGRAPHS OR VIDEO OR OTHER MATERIALS
('MATERIALS") PREPARED BY OR CREATED BY THE CITY SHALL REMAIN PRROPERTY OF THE
CITY AT ALL TIMES; HOWEVER, THE CITY GRANTS SOLELY TO THE ARTIST A NON-EXCLUSIVE,
PERPETUAL, IRREVOCABLE AND NON-TRANSFERRABLE, NON-ASSIGNABLE, NON-SUBLICENSE-
ABLE ROYALTY FREE LICENSE FOR ARCHIVAL AND PROMOTIONAL PURPOSES.
3. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, THE CITY SHALL HAVE THE
RIGHT, AT ITS SOLE DISCRETION, WHILE THE ARTWORK IS EXHIBITED AT THE SITE, TO TAKE,
OR CAUSE TO BE TAKEN, PHOTOGRAPHS, VIDEO, AUDIO, OR OTHER RECORDINGS OR
REPRODUCTIONS OF THE ARTWORK AT THE SITE, WITHOUT REGARD TO THE FORMAT FOR
ANY SUCH RECORDING OR REPRODUCTION.
4. ADDITIONALLY, ARTIST HEREBY GRANTS THE CITY THE NON-EXCLUSIVE, IRREVOCABLE
AND ROYALTY-FREE LICENSE TO REPRODUCE, MAKE, PRINT AND/OR PUBLISH
PHOTOGRAPHIC, FILMED OR VIDEOTAPED REPRODUCTIONS (INCLUDING, WITHOUT
LIMITATION, ANY PROPOSALS FOR THE ARTWORK), AND TO USE ANY SUCH REPRODUCTIONS,
IN ANY MEDIUM OR FORMAT WHATSOEVER, WHETHER EXISTING OR HEREINAFTER INVENTED,
SOLELY FOR (i) ANY NON-COMMERCIAL PUBLIC PROMOTIONAL PURPOSE SOLELY FOR THE
CITY, OR ANY OTHER NON-COMMERCIAL PURPOSE THAT PROMOTES OR IDENTIFIES THE
ARTWORK AS BEING LOCATED WITHIN THE CITY OF MIAMI BEACH, INCLUDING TOURISM-
RELATED PROMOTIONAL OR COLLATERAL MATERIALS WITH RESPECT THERETO, AS
DETERMINED SOLELY BY THE CITY, IN ITS REASONABLE GOOD FAITH DISCRETION, AND THE
ARTIST MUST ALWAYS BE CREDITED AS THE CREATORS OF THE ARTWORK.
5. IN FURTHERANCE OF THE FOREGOING PERPETUAL, IRREVOCABLE NON-EXCLUSIVE
LICENSE, ARTIST HEREBY WAIVES ANY RIGHTS, INCLUDING MORAL RIGHTS, THAT ARTIST MAY
HAVE TO OBJECT TO CITY'S DEPICTION OF THE ARTWORK AS BEING LOCATED WITHIN THE
CITY OR IN ANY PROMOTIONAL MATERIALS OF THE CITY.
6. THE CITY SHALL ALSO HAVE THE RIGHT, AT ITS SOLE DISCRETION, TO INSTALL
SIGNAGE PROMINENTLY DISPLAYING CITY'S LOGO AND HIGHLIGHTING CITY'S SUPPORT FOR
THE ARTS AT THE ENTRANCES TO THE SITE AND IN PROXIMITY TO THE SITE, WITH SUCH
SIGNAGE UNDERSCORING THAT THE ARTWORK WAS SPONSORED, UNDERWRITTEN,
COMMISSIONED AND/OR OTHERWISE MADE POSSIBLE BY THE CITY OF MIAMI BEACH, AND THE
MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH. THE CITY'S MARKS SHALL
17
REMAIN THE PROPERTY OF THE CITY AND THE ARTIST SHALL NOT HAVE THE RIGHT TO USE
THE CITY'S MARKS, UNLESS APPROVED IN WRITING BY THE CITY MANAGER.
7. THE ARTIST WARRANTS AND REPRESENTS 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.
8. NOTWITHSTANDING ANYTHING STATED TO THE CONTRARY HEREIN ABOVE:
8.1 THE MATERIALS MAY NOT BE USED ON MERCHANDISE, SPECIFICALLY APPAREL
ITEMS.
8.2 THE INTELLECTUAL PROPERTY MAY NOT BE EXPLOITED SEPARATE AND APART
FROM THE MATERIALS.
8.3 NEITHER THE MATERIALS NOR THE INTELLECTUAL PROPERTY NOR THE NAME
IMAGE OR LIKENESS OF ARTIST MAY BE USED TO ENDORSE ANY PRODUCT COMMODITY OR
SERVICE OR POLITICAL VIEW POINT.
(B) 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.
(C) 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.
(D) CONSTRUCTION AND INSTALLATION COORDINATION: During the construction of the Artwork,
including any related ancillary/support facilities, 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, the Artist, 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.
18
(E) DELIVERABLES: The Artist shall provide the following deliverables:
1. PROPOSAL.
The Artist shall develop a conceptual design proposal and shall secure its approval by the City
Manager and the Miami Beach Art in Public Places Committee (which is an advisory board of the
City). This phase includes a Site visit or virtual meeting for presentation to the Art in Public Places
Committee and coordination with the Contract Administrator.
The Proposal shall be submitted in electronic format(PDF, Word file)and shall be in the following
form:
A) A Proposal Narrative (the "Artist's Proposal Statement") not to exceed 250 words describing
the Artist's design Intent and drawings, graphic or other visual representation of the Artwork
together with such other data and material as is necessary to portray the Site preparation and
permit to assess its feasibility and compliance with applicable statutes and ordinances
(collectively, the "Work"). Additionally, the Artist shall design and present a sample of the
three-dimensional sculptural element to be installed at a location to be determined by the
Artist and City staff; and
B) A preliminary Project budget (the "Budget") outlining "Probable Project Costs" for the Artist's
fee and general overhead, from design through installation, fabrication, delivery, site
preparation and installation of the Work. The Budget will include applicable headings for all
work to be performed by the Artist and any work to be subcontracted by the Artist, as well as
any specialty items and models anticipated by the Artist to be part of the costs to produce
and install the Work.
C) The proposal should contain 5-10 images, one of which must indicate dimensions, as one
PDF attachment, clearly labeled: PROPOSED WORK
D) Productions and Installation Timeline
E) Artist C.V. and Biography
2. PROCEDURE FOR APPROVAL.
A) Promptly after the execution of this Agreement the Artist shall meet with the City Manager's
designee in order to receive from them a full review of the planning process involving the
design of the Project, a full review and discussion of all plans developed for the Site and
complete background information regarding all considerations affecting the plans for the Site
(the"Project Orientation Meeting).
B) The Artist shall submit the completed Proposal to the City Manager's designee by a mutually
agreed upon date, to be determined in consultation with the Artist.
C) On or before the expiration of 60 days after the original submission, the City Manger's
designee shall notify the Artist whether it has approved the Proposal.
D) Upon notification to the Artist that the Proposal has been approved, the Artist shall proceed
with design, fabrication and installation of the Work.
19
3. 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. Approval by the Contract Administrator and Notice to Proceed (for
fabrication)shall occur after submittal of all allocable Artwork deliverables.
A) 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.
B) 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.
C) 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.
D) This phase includes Site visits for coordination and presentation purposes.
4. 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).
5. MAINTENANCE AND/OR CONSERVATION DOCUMENTS
Upon completion and installation of the Artwork, Artist shall submit copies of 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.
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 the duration of the Project, following final acceptance of the Project by
Contract Administrator.
Vandalism. In the event that the Artwork is damaged by a hazard or negligent or intentional act by
a third party, the City Manager, in the City Manager's sole discretion, may authorize the Artist to
repair the Artwork, at the City's expense; leave the Artwork in place; or require the Artist to
deinstall the Artwork and/or restore the site pursuant to subsection M of this Exhibit"A".
(F) SITE INSPECTIONS / SITE CONDITIONS / STAGING REQUIREMENTS: Prior to
mobilization, the Artist and/or his subcontractor(s) shall visit and inspect the Site. Subsequent to
20
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, which may need to be addressed before the Artist may commence Site
preparations. 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.
(G) COMPLETION AND INSPECTION: Upon completion and installation of all designed and
fabricated components, the Artist shall be responsible for obtaining written final approval from
Contract Administrator. If 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.
(H) 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 the City's non-commercial uses.
(I) COMMUNITY INVOLVEMENT and EDUCATIONAL OUTREACH: Subject to the Artist's
commitment, 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.
(J) TIMELINE FOR COMPLETION: Artist shall coordinate the progress of the Work with the
Contract Administrator as described in the Project Schedule noted below.
(K) PERMITS AND APPROVALS: The Artist shall be responsible for preparing all permitting
submittals and securing the final governmental approvals. The City, in its proprietary capacity, shall
pay for the permitting filing fees related to the Project. The Artist 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.The 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
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.
(L) SITE PREPARATION: The Artist shall at all times be solely responsible for all expenses,
labor and equipment, and other costs required to prepare the Site for installation of the Project,
including but not limited to, accessing anchoring systems, ground cover and securing of mounting
21
devices. Upon completion of installation, the Artist shall be responsible for ensuring proper removal
and reinstallation of the work should inclement weather, including but not limited to strong winds, rain
or hurricanes, require the work to be removed for public safety. The Artist shall ensure an onsite team
will manage the maintenance, removal and reinstallation of the work, as needed.
(M) EXHIBITION: The Artwork shall be exhibited for a period of at least three months three (3)
months from installation, with the option to extend exhibition period. The exhibition period shall be
subject to review and approval of the City Manager's Designee and may be altered at the discretion
of the City Manager's Designee.
(N) DEINSTALLATION OF ARTWORK AND RESTORATION OF SITE: At the end of the
Artwork exhibition period, upon the request of the City, upon early termination of the Agreement as
permitted herein, the Artist, at its own cost and expense, shall remove the Artwork and shall restore
the Site to its original condition.
(0) PROMOTIONAL CREDIT: The City shall tag @friendswithyou on all promotional materials
directly related to the Project or the Artwork posted on the City's official Instagram page. Additionally,
in connection with the display of the Artwork after expiration of the Agreement, the Artist agrees to
include signage underscoring that the Artwork was sponsored, underwritten, commissioned and/or
otherwise made possible by the Mayor and City Commission of the City of Miami Beach.
PROJECT SCHEDULE
August 31, 2022- Delivery of Artwork proposal, site location and conceptual design
September 20, 2022- Presentation of Proposal to Art in Public Places Committee
September 30, 2022 Complete Design Development of the approved Artwork, as described
above
October— November 2022- Fabrication, shipping and installation of Artwork
November 18, 2022- Complete installation of Artwork
22
COMPENSATION AND SCHEDULE OF PAYMENTS
City shall pay FWY Studios, LLC. the total sum of Two Hundred Fifty Thousand Dollars and No Cents
($250,000.00) for the Work contemplated in this Agreement, which sum shall represent the total
compensation to FWY Studios, LLC. No other amount shall be paid to Contractor (including for
reimbursable expenses).
Contractor will be paid in accordance with the foregoing specified installments for each stage of the Work,
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 Contractor shall be made for Work satisfactorily completed in accordance with the following
schedule:
1. Payment #1: Sixty Two Thousand Five Hundred Dollars and No Cents ($62,500.00)
(approximately 25%of the fixed fee)to be paid upon the signing of the Agreement.
2. Payment #2: Sixty Two Thousand Five Hundred Dollars and No cents ($62,500.00)
(approximately 25% of the fixed fee) to be paid upon the City Manager approving the final
conceptual design drawings and; the Artist shall also provide proofs, verified cost estimates, a
subcontractor list, and a fabrication and installation schedule at this time. Once the City provides
its approvals required in this subsection 2, the Artist shall be obligated to fabricate and install the
Artwork based upon the approved budget, in an amount not to exceed the Fee set forth in this
Agreement. Any project overages shall be the sole responsibility of the Artist. In the event that the
City Manager does not approve any of the proposed Artwork designs, the City Manager may
terminate the Agreement and the Artist shall be entitled to retain the first payment in the amount
of$42,500 as liquidated damages.
3. Payment #3: One Hundred Thousand Dollars and No Cents ($100,000.00) (which is
approximately 40% of the fixed fee) to be issued upon receipt and approval of design
development and construction at 50%, progress reports, and required supporting documentation
(i.e. invoices, cancelled checks, photographs, fabrication updates).
4. Payment #4: Twelve Thousand Five Hundred Dollars and No Cents ($12,500.00) (which is
approximately 5% of the fixed fee)to be issued upon successful installation of the Project.
5. Payment #5: Twelve Thousand Five Hundred Dollars and No Cents ($12,500.00) (which is
approximately 5%of the fixed fee)to be issued upon successful de-installation of the Project.
23
SITE PLAN
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24
Secretary of State LLC-1 2NC
Statement of No Change 21-A75212
„,7 . (Limited Liability Company) FILED
In the office of the Secretary of State
IMPORTANT—Read instructions before completing this form. This form may of the State of California
be used only if a complete Statement of Information has been filed previously
and there has been no change.
FEB 08, 2021
Filing Fee — $20.00
Copy Fee — $1.00;
Certification Fee-$5.00 plus copy fee
This Space For Office Use Only
1. Limited Liability Company Name(Enter the exact name of the LLC as it is recorded with the California Secretary of State. Note:
If you registered in California using an alternate name,see instructions.)
FWY STUDIOS, LLC
2. 12-Digit Secretary of State File Number 3. State, Foreign Country or Place of Organization (only if formed
outside of California)
201304510155 FLORIDA
4. No Change Statement (Do not alter the No Change Statement. If there has been any change, please complete a Statement of
Information(Form LLC-12).)
There has been no change in any of the information contained in the
previous complete Statement of Information filed with the California
Secretary of State.
5. The information contained herein is true and correct.
02/08/2021 Julie Machado friendswithyou.com Studio Manager
Date Type or Print Name of Person Completing the Form Title Signature
Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the
filed document, enter the name of a person or company and the mailing address. This information will become public when filed.
(SEE INSTRUCTIONS BEFORE COMPLETING.)
Name: r 1
Company:
Address:
City/State/Zip: L J
LLC-12NC(REV 01/2017) 2017 California Secretary of State
www.sos.ca.goy/businessibe
Friends Wit You
Henry Liebman Square
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DocuSign Envelope ID:10819628-E3B0-4FEB-B578-6BE8F61 DF298
MI A M BEACH Contract/Document Routing Form
PSA Temporary Art Installation-Miami Beach Onstage!(Artistic Services)
FriendsWithYou,LLC Tourism&Culture:Sandra Schoenlank
Ext.26618
.,L..... ,.---...,,...by -.. . i A iiii
Lissette Garcia Arrogante I✓rowtLys Ual.(.r,cille Marcia Mon - ,it
Type 1—Contract,amendment,change order or task order resulting from a procurement-issued competitive
solicitation.
Type 2—Other contract,amendment,change order or task order not resulting from a procurement-issued competitive
solicitation.
Type 3—Independent Contractor Agreement(ICA) Type 6—Tenant Agreement
Type 4—Grant agreements with the City as the Type 7—Inter-governmental agency agreement
recipient
Type 5—Grant agreements with the City as the grantor x Other:PSA Artistic Services
Miami Beach OnStage! presents live performances and temporary art installations in our beautiful parks and public spaces
throughout the city. Our culturally diverse programming includes music, movies, dance and more.The final temporary art
installation commissioned through Miami Beach Onstage is FriendsWithYou,Starchild(2022),a large scale sculpture for Henry
Liebman Square,located at the corner of Pinetree and 41st Street.Funding for this program was allocated through
Reso.No.2021-31745.
Attached is the form approved signed contract,project description,LLC Document,and Resolution.
September 1,2022-March 1,2023 n/a September 1,2022-March 1,2023
Grant Funded: 1 Yes No State Federal x Other: LLC
—1111
- ,1! #
1 $250,000 0119322000353 Yes X No
2 Yes No
3 Yes No
1.For contracts longer than five years,contact the Procurement Department. 2.Attach any supporting explanation needed.
3.Budget approval indicates approval for current fiscal year only. Future years are subject to City Commission approval of
annual adopted operating budget.
.,
ity Commission Approved: X Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date:
2021-31745 06/23/2021
If no,explain why CC approval is not required:
egal Form Approved: X Yes No If no,explain below why form approval is not necessary:
}. e.
Procurement: N/A Grants: N/A
Budget: Tameka Otto Stewart r,,,„t.,,0.„,txdar{nation Technology: N/A
Risk Management: Marc Chevalier
Fleet&Facilities: N/A
`1103A.,1040.
Human Resources: N/A Other:
TOURISM AND CULTURE DEPARTMENT
DATE: 8/23/2022
TO: Alina Hudak, City Manager
Marcia Monserrat, Chief of
FROM: Lissette Garcia Arrogance,Tourism and Culture Director (
SUBJECT: TCD Cultural Affairs & Grants
For: _
Information Only
RE
X Cii Q)6
Ott,
Comment
� r
Resolution# a 1D21-31745
® Grant/ Contract(s) Miami Beach OnStage! presents live
performances and temporary art installations in our beautiful parks and
public spaces throughout the city. Our culturally diverse programing
includes music, movies, dance, and more. The final temporary art
installation commissioned through Miami Beach OnStage! is
FriendsWithYou, Starchild (2022), a large-scale sculpture for Henry
Liebman Square, located at the corner of Pinetree and 41 st Street.
Funding for this program was allocated though the resolution listed
above.
Legal Form Approval, Original contract, and Resolutions attached.
Return to:
® Sandra S. x26618 Brandi R. x26256
Date Needed:
8/30/2022
TOURISM AND CULTURE DEPARTMENT
DATE: 8/26/2022
TO: City Clerk's Office
FROM: Sandra Schoenlank- Grants and Operations Admin
SUBJECT: FriendsWithYou Contract
For:
Information Only
Review
X Signature (Rafael Granado/ City Clerk)
Other
Comments:
Miami Beach OnStage! presents live performances and temporary art
installations in our beautiful parks and public spaces throughout the
city. Our culturally diverse programming includes music, movies,
dance and more. The final temporary art installation commissioned
through Miami Beach OnStage is FriendsWithYou, Starchild (2022),
a large-scale sculpture for Henry Liebman Square, located at the
corner of Pinetree and 41 st Street. Funding for this program was
allocated through resolution number listed below.
Reso. No. 2021-31745
Commission Date: 6/23/2021
Attached contract has been form approved by the Legal Department,
signed by the City Manager, and now need to be attested by the
Clerk. Two (2) copies are attached, one to be returned signed and
one for City Clerk records.
Return to:
® Tourism and Culture c/o Sandra Schoenlank
Ext: 26618