Resolution 2025-33917 RESOLUTION NO, 2025-33917
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE ART
IN PUBLIC PLACES COMMITTEE (AiPP) AND THE DESIGN REVIEW BOARD
FOR A PUBLIC ART COMMISSION TO BE LOCATED IN BAYSHORE PARK,
INCLUDING THE SELECTION OF ARTIST MICHELE OKA DONER AND HER
PROPOSED ARTWORK ENTITLED "BIRD HOUSE"; APPROVING, IN
SUBSTANTIAL FORM, THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY AND DONER STUDIO LLC, IN AN AMOUNT NOT TO
EXCEED $300,000, FOR THE DESIGN, FABRICATION, SHIPPING AND
INSTALLATION OF THE ARTWORK, WITH FUNDING FOR THE PUBLIC ART
PROJECT ALLOCATED AND AVAILABLE IN THE AiPP FUND IN THE CURRENT
YEAR CAPITAL BUDGET; AND FURTHER, AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE SAID AGREEMENT.
WHEREAS, the City of Miami Beach is currently developing Bayshore Park (the "Park"), a
19.4-acre passive park located at 2795 Prairie Avenue, funded in part by the 2018 voter-approved
General Obligation Bond; and
WHEREAS, the Park will include amenities such as a central lake with boardwalks, a
pavilion, tennis and pickleball courts, restrooms, a children's playground, dog park, jogging trail,
fitness cluster, butterFly garden, linear water feature, parking lot, walkway lighting, and security
camera systems; and
WHEREAS, the Park will also feature a unique commissioned work of art as part of the City's
Art in Public Places (AiPP) Program, which is funded by 2% of hard costs from eligible City and joint
public/private construction projects; and
WHEREAS, the AiPP Committee allocated $300,000 for a singular sculptural element to be
installed in the Park's Entry Plaza, and initiated a competitive selection process beginning July 5,
2024, through CTA-2024-001, resulting in 67 submissions and a shortlist of 10 artists; and
WHEREAS, following multiple rounds of review and presentations, the AiPP Committee
recommended Michele Oka Doner's proposal "Bird House" as the selected public artwork on May
20, 2025, via LTC #217-2025; and
WHEREAS, the Design Review Board reviewed and approved the "Bird House" proposal
on September 11, 2025, under file number DRB25-1120; and
WHEREAS, Michele Oka Doner is a Miami Beach native and internationally renowned artist
whose multidisciplinary work spans sculpture, drawing, public art, functional design, video, and
perFormance;
WHEREAS, her installations are featured in major institutions including the Metropolitan
Museum of Art, the Whitney Museum, the Louvre, and the Victoria and Albert Museum; and
WHEREAS, Doner's proposed sculpture, "Bird House," is a 20-foot-tall, six-foot-diameter
cylindrical structure composed of radiant mica;
WHEREAS, the piece is intended to serve as a beacon of curiosity and reflection, merging
organic inspiration with architectural form; and
WHEREAS, the piece's shimmering surface and monumental scale will invite visitors of all
ages to engage with the natural and artistic beauty of Miami Beach, while establishing a distinctive
identity for Bayshore Park and its surrounding neighborhood.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, that the City hereby accepts the recommendation of the
Art in Public Places Committee (AiPP) and the Design Review Board for a public art commission to
be located in Bayshore Park, including the selection of artist Michele Oka Doner and her proposed
artwork entitled "Bird House"; approve, in substantial form, the Professional Services Agreement
between the City and Doner Studio LLC, in an amount not to exceed $300,000, for the design,
fabrication, shipping and installation of the artwork, with funding for the public art project allocated
and available in the AiPP fund in the current year capital budget; and further, authorize the City
Manager and City Clerk to execute said agreement.
PASSED and ADOPTED this �1 day of S* �{ t� , 202 . .
Steven Meiner, Mayor
ATTEST:
,`r��� � 'D�� , „
:=P�!.B��'C'',,,
Rafael E. Granado, City Clerk =����..:'�"�'�-,
�� :
`..I!lCO�?�ORAiE4�'
'''' .?� '`-
Kj� �'�.
� r;i��.°""'...�'��''�_
Sponsored by Commissioner Alex J. Femandez
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
��>> � -
City Attorney ����� Date
Agenda Item: C7 L
Date: 9/17/2025
Resolutions - C7 {{item.number}}
MIAMIBEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the Gity Commis ion
�%, � � —
FROM: Eric Carpenter, City Manager t_ ;;�_ i!t� � :E- �� -�,.�
DATE: September 17, 2025 �
TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING THE SELECTION OF ARTIST MICHELE
OKA DONER, AS RECOMMENDED BY THE ART IN PUBLIC PLACES
COMMMITTEE (AiPP) AND THE DESIGN REVIEW BOARD; AND APPROVE, IN
SUBSTANTIAL FORM, THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND MICHELE OKA DONER, IN AN
AMOUNT NOT TO EXCEED $300,000 FOR A PUBLIC ART COMMISSION FOR
THE ART IN PUBLIC PLACES PROJECT ENTITLED "BIRD HOUSE," TO BE
LOCATED IN BAYSHORE PARK, WITH FUNDING FOR THE PUBLIC ART
PROJECT ALLOCATED AND AVAILABLE IN THE AiPP FUND IN THE CURRENT
YEAR CAPITAL BUDGET; AND FURTHER AUTHORIZING THE CITY MANAGER
AND CITY CLERK TO EXECUTE THE AGREEMENT.
RECOMMENDATION
Adopt the Resolution.
BACKGROUND/HISTORY
The 19.4-acre former Par 3 Golf Course at 2795 Prairie Ave is currently being developed
into Bayshore Park ("The Park"), a passive park for Miami Beach residents to enjoy. The new
Park, which was substantially funded by the 2018 voter-approved General Obligation Bond,
will include environmental remediation, a central lake with boardwafks, a pavilion, six courts
marked for both tennis and pickleball, restrooms, children's playground, dog park, jogging trail
and pathways, a fitness cluster, butterfly garden, linear water feature, parking lot, walkway
lighting and security camera systems. In addition to the aforementioned amenities, the
Park will include a unique commissioned work of art as part of the Art in Public Places
program collect�on.
The Art in Public Places (AiPP) program is a Ciry program intended to commission and
purchase artwork by contemporary artists in all media. The program is funded from 2% of
hard costs for city projects and joint private/public projects. Funds from construction projects
may be aggregated into the AiPP Fund and allocated for artwork at public sites and for
collection maintenance. The fund is administered by a City Commission-appointed citizen's
board of seven members, the AiPP Committee. The funding for the Bayshore Park
commissioned work of art, as determined by the AiPP Committee, is $300,000.
The scope of work for the selected artist includes providing, delivering and installing a custom
art piece for Bayshore Park. This includes design therein with applicable hardware. The
selected proposal was required to provide a maintenance plan for the care of artwork. The pre-
determined potential locations for placement of the artwork included the Park's Entry Plaza and
Is�and. The project was originally set for completion in Spring 2025 and has since been shifted to
Wnter 2025. On July 5, 2024, The City of Miami Beach, through its Cultural Affairs
Division, requested qualifications from professional artists and/or artist teams to create
integrated artwork(s) for Bayshore Park via CTA- 2024-001. The application closed on
September 5, 2024, and received
35
sixty-seven (67) submissions, with ten (10) applications being shortlisted by Tourism & Culture
Staff.
At the September 17, 2024,AiPP Committee meeting,the ten(10)shortlisted artists presentations
were shared with the AiPP committee, which included artist statements, CV and previous work
samples. From this shortlist, six (6) artists were selected to develop a full proposal and present it
to the AiPP Committee. The selected artists were encouraged to design site specific artworks that
would provide visitors with an outstanding visual experience while creating a unique identity for
the park and the immediate neighborhood.
At the January 28, 2025, AiPP Committee meeting, the six (6) shortlisted artists presented their
work and addressed questions from the AiPP Committee. The AiPP Committee did not reach
quorum at the January meeting and the review and approval of the Bayshore Park proposals was
postponed until the February meeting.
At the February 18, 2025, AiPP Committee meeting, as approved via LTC # 086-2025, the full
$300,000 public art project at Bayshore Park was allocated for a singular sculptural element in
the park's Entry Plaza. Artists Richard Hudson, Michele Oka Doner, and RS�R Studios were invited
to share a final proposal for the AiPP Committee.
At the April 15, 2025, AiPP Committee meeting, the three (3) finalist artists in the Bayshore Park
public art commission (Richard Hudson, R8�R Studios and Michele Oka Doner) presented their
second and final proposals to the Art in Public Places (AiPP) Committee. As approved via
LTC#164-2025, the AiPP Committee deferred the final selection of the Bayshore Park public art
commission to the May 20, 2025, AiPP meeting date to allow all members to be in attendance
and obtain a majority vote from the appointed members.
At the May 20, 2025, AiPP Committee meeting, the "Bird House," proposal by artist Michele Oka
Doner was recommended as the selected public work of art for the Bayshore Park project via LTC
#217-2025.
At the September 11, 2025, Design Review Board meeting, the`Bird House' proposal,file number
DR625-1120, by artist Michele Oka Doner received unanimous approval.
ANALYSIS
Michele Oka Doner's "Bird House" is inspired by the artist's childhood and the natural elements
that characterize the Park and City. A Miami Beach native, Doner grew up across the street from
the Park, and always marveled at the wildlife that made their homes among its foliage. "Bird
House" recalls an abandoned birdhouse which the artist discovered in a Coconut Palm Tree. Her
proposed sculpture, which will stand 20 feet high and six(6)feet in diameter, embodies the magic
which exists in the natural world. Composed of shining mica, "Bird House" will be a radiant icon,
combining the familiar with the mysterious, welcoming visitors of all ages to appreciate the beauty
(both natural and artist-made) that makes the City of Miami Beach so special.
Michele Oka Doner is an artist whose work is fueled by a lifelong study and appreciation of the
natural world, from which she derives her formal vocabulary. Her artistic production includes
sculpture, drawing, public art, functional objects,video, artist books, and costume and set design.
She has created numerous permanent art installations throughout the world, including "Radiant
Site"at the Herald Square MTA station in New York, "A Walk on the Beach"at Miami International
Airport, and "Velocity of LighY', the entrance to the new Astronomy Museum in Shanghai. Her
work is found in the collections of the Metropolitan Museum and Whitney, NY, Art Institute of
Chicago, Detroit Institute of Arts, The Louvre, Victoria and Albert, London, and Michigan, Oxford,
Yale and Harvard University A�t Museums, among others. She has received many awards,
including those given by the UN Society of Writers and Artists, Pratt Institute, New York
State Council of the Arts and the Knight Foundation. She was first Artist in Residence at the
New York Botanical Garden and received an Honorary Doctorate from the University of
Michigan, where
36
she earned her undergraduate and MFA degrees. Born in Miami Beach, Michele Oka Doner, is
currently working on "Talisman," in conjunction with the City of New York, on an installation for
Park Avenue, opening March, 2026.
Pursuant to City Code Article VII., Sec. 82-612 of City of Miami Beach Ordinances, in obtaining
the advice of the Design Review Board, or Historic Preservation Board, whichever
has jurisdiction over the matter based on the location of the proposed project, according to
such board's normal application and review procedures, the staff of the AiPP Committee
shall present the proposal to such boards, prior to submittal of a final recommendation by the
AiPP Committee to the City Commission for approval.
If approved by the City Commission at the September 17, 2025, meeting, the City will immediately
finalize the contract with Michele Oka Doner for project completion set to take place for Art Week
Miami Beach 2025.
FISCAL IMPACT STATEMENT
Funding for the Art in Public Places Project in Bayshore Park in the amount of $300,000 is
available in the current FY 2025 Art in Public Places fund.
Does this Ordinance require a Business Impact Estimate?
(FOR ORDINANCES ONLY)
If applicable, the Business Impact Estimate (BIE)was published on:
See BIE at: https://www.miamibeachfl.qov(citv-halllcity-clerk/meetinq-notices/
FINANCIAL INFORMATION
AiPP Fund 147-0380-069370-25-410-556-00-00-00-62031
CONCLUSION
The Administration recommends that the Mayor and City Commission approve the selection of
Michele Oka Doner's "Bird House" public artwork for Bayshore Park, as recommended by the A�t
in Public Places Committee and approved by the Design Review Board at the September 11,
2025 meeting; and further authorizing the City Manager to execute, in substantial form, a
professional service agreement in an amount not to exceed $300,000 for the design, fabrication
and installation of the work of art.
Applicable Area
South Beach
Is this a "Residents Riqht to Know" item, Is this item related to a G.O. Bond
pursuant to Citv Code Section 2-17? Proiect?
No No
Was this Aaenda Item initiallv requested bv a lobbvist which, as defined in Code Sec. 2-481,
includes a principal enqaged in lobbyinQ? No
If so, specify the name of lobbyist(s) and principal(s):
Depa�tment
37
Tourism and Culture
Sponsor(s)
Co-sponsor�s)
Condensed Title
Approve AiPP Selection and Agreement Artist Michele Oka Doner for Bayshore Park. TC
Previous Action (For City Clerk Use Only)
38
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
DONER STUDIO LLC
FOR
A PERMANENT PUBLIC ART INSTALLATION AS PART OF
BAYSHORE PARK
This Professional Services Agreement ("AgreemenY') is entered into this day of
, 2025 ("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
DONER STUDIO LLC, a New York limited liability company, whose address is 94 Mercer Street,
2nd Floor, New York, New York 10012 ("ConsultanY' or "Artist").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant, including any exhibits
and amendments thereto.
City Manager: The chief administrative officer of the City.
City Manager's
Designee: The City staff member who is designated by the City Manager to administer
this Agreement on behalf of the City. The City Manager's designee shall be
the Tourism and Culture Department Director.
Artist: For the purposes of this Agreement, Artist shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Consultant performed or undertaken
pursuant to the Agreement.
Fee: Amount paid to the Consultant 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.
SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the Fee to be paid to Consultant by the City, Consultant shall provide
the work and services described in Exhibit "A" hereto (the "Services").
Although Consultant may receive 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
1
Consultant; where the Services are performed (although the City will provide Consultant 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 Consultant 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, Consultant should contact the
following person:
Lissette Garcia Arrogante
Director, Tourism and Culture Department
City of Miami Beach
1755 Meridian Avenue, 5th Floor
Miami Beach, Florida 33139
lissettearrogante@miamibeachfl.gov
2.2 Consultant'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 continue until completion of
the Project described in Exhibit "A" hereto, unless earlier terminated in accordance with the
provisions of this Agreement. Thereafter, Artist shall diligently and continuously prosecute the
Work in accordance with the Project Schedu�e set forth in Exhibit "A", attached hereto. It is the
Artist's explicit responsibility to monitor and coordinate all aspects of scheduling in conjunction
with the Contract Administrator and construction project team.
Notwithstanding the Term provided herein, Consultant 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.
SECTION 4
FEE
4.1 In consideration of the Services to be provided, Consultant shall be compensated on a
fixed fee basis, in the amount not to exceed $300,000.00 (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.
4.2 Intentionally omitted.
4.3 The Fee shall be paid as described in the payment schedule referenced in Exhibit
"A" hereto.
4.4 INVOICING
2
Upon receipt of an acceptable and approved invoice, 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:
Fernando Pestana
Administrative Services Manager, Tourism and Culture Department
City of Miami Beach
1755 Meridian Avenue, 5th Floor
Miami Beach, FL 33139
FernandoPestana@miamibeachfl.gov
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Consultant 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 Consultant of its violation of the particular term(s) of
this Agreement, and shall grant Consultant 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 Consultant; provided, however, if the default cannot be fully cured within such ten (10) day
period, the City may, in its sole discretion, allow Consultant such additional period of time as may
be reasonably necessary to cure the default, provided Consultant shall commence the cure within
the initial ten (10)day period and diligently prosecute such cure to completion. Upon termination,
the City shall be fuily discharged from any and all liabilities, duties, and terms arising out of, or by
virtue of, this Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages
sustained by the City for any breach of the Agreement by the Consultant. 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 Consultant. 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 CONSULTANT OF SUCH
TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS
FOLLOWING RECEIPT BY THE CONSULTANT 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
3
NOTIFICATION TO CONSULTANT, 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, CONSULTANT 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 Consultant 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 shail be the same as provided for in
Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Consultant 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), 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 Consultant, its officers, employees, agents, contractors, or any
other person or entity acting under Consultant's control or supervision, in connection with, related
to, or as a result of the Consultant's performance of the Services pursuant to this Agreement. To
that extent, the Consultant 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 Consultant expressly understands and agrees that any insurance
protection required by this Agreement or otherwise provided by the Consultant shall in no way
limit the Consultant's responsibility to indemnify, keep and save harmless and defend the City or
its officers, employees, agents and instrumentalities as herein provided. The foregoing
indemnification obligations shall not be limited by Consultant's liability cap set forth in Section 8.
The parties agree that one percent (1%) of the total compensation to Consuftant for performance
of the Services under this Agreement is the specific consideration from the City to the Consultant
for the ConsultanYs 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 Consultant shall maintain and carry in full force during the Term, the following insurance:
1. Consultant General Liability, in the amount of$1,000,000;
2. Consultant Professional Liability, in the amount of$200,000; and
3. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes.
4
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 "A-" as to
management and not less than "Class VI" as to strength by the latest edition of BesYs Insurance
Guide, published by A.M. Best Company.
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. ConsultanYs insurance shall be primary and not contributory
for direct claims arising 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 (3) years following the expiration or 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 Consultant specimen copies of the insurance
policies in the event that submitted certificates of insurance are inadequate to ascertain
compliance with required coverage.
The Consultant is also solely responsible for obtaining and submitting all insurance certificates
for any sub-consultants.
Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and
obligations under this section or under any other portion of this Agreement.
The Consultant 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, Consultant 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 $50,000.
Consultant hereby expresses its willingness to enter into this Agreement with Consultant's
recovery from the City for any damage action for breach of contract to be limited to a maximum
amount of$50,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant
hereby agrees that the City shall not be liable to the Consultant for damages in an amount in
5
excess of$50,000 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.
Except as otherwise provided in this Agreement, the City hereby agrees that the City's recovery
from Consultant for damages arising out of a direct action for breach of contract by Consultant
shall not exceed the total value of this Agreement ($300,000.00). The foregoing limitation shall
not apply to ConsultanYs indemnification obligations or to Consuitant's obligations to maintain
insurance as set forth herein.
Nothing contained in this Agreement shall be construed or interpreted as a waiver of the City's
sovereign immunity, nor as increasing the limits placed upon the City's liability, as set forth in
Section 768.28, Florida Statutes.
SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT;
AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
With respect to the performance of the Services contemplated herein, Consultant 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, Consultant 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 Consultant, 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.
Consultant shall maintain any and all such records at its place of business at the address set
forth in the "Notices" section of this Agreement.
6
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 operations, activities, performance
and procurement process including but not limited to project design, bid specifications,
(bid/proposal) submittals, activities of the Consultant, 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 Consuitant, the Consultant shall make all
requested records and documents availabfe 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 Consultant 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 ConsultanYs 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 fites, worksheets, proposals and agreements from
and with successful subcontractors and suppliers, all project-related correspondence,
memoranda, instructions, financial documents, construction documents, (bid/proposa�)
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 Consultant shall make available at its office at all reasonable times the records,
7
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:
i. If this Agreement is completely or partially terminated, the Consultant shall make
available records relating to the work terminated until three (3) years after any
resulting final termination settlement; and
ii. The Consultant 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 Consultant, its officers, agents, employees,
subcontractors and suppliers. The Consultant shall incorporate the provisions in this
section in all subcontracts and all other agreements executed by the Consultant in
connection with the performance of this Agreement.
(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 Consultant or third parties.
10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Consultant shall not subcontract, assign, or transfer all or any portion of any work and/or service
under this Agreement without the prior written consent of the City Manager, which consent, if
given at all, shall be in the Manager's sole judgment and discretion. Neither this Agreement, nor
any term or provision hereof, or right hereunder, shall be assignable unless as approved
pursuant to this section, and any attempt to make such assignment (unless approved) shall be
void.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Consultant 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 Consultant 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, Consultant 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 (including independent contractors), housing, public
accommodations, public services, and in connection with its membership or policies because of
actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity,
sexual orientation, marital and familial status, age, disability, ancestry, height, weight, hair
8
texture and/or hairstyle, domestic partner status, labor organization membership, familial
situation, or political affiliation.
10.6 CONFLICT OF INTEREST
Consultant 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.
Consultant 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.
Consultant further covenants that in the perFormance of this Agreement, Consultant shall not
employ any person having any such interest.
10.7 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Consultant 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" shafl 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 Consultant meets the definition
of"Contractor" as defined in Section 119.0701(1)(a), the Consultant 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 Consultant 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 Consultant or keep and maintain public records
required by the City to perform the service. If the Consultant transfers all public
records to the City upon completion of the Agreement, the Consultant shall destroy
any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. If the Consultant keeps and maintains public
records upon completion of the Agreement, the Consultant 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.
9
(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 Consultant of the request,
and the Consultant must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
(2) Consultant'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) A Consultant who fails to provide the public records to the City within a reasonable
time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a Consultant to compel production of public records
relating to the City's contract for services, the court shall assess and award against
the Consultant the reasonable costs of enforcement, including reasonable
attorneys' fees, if:
a. The court determines that the Consultant 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 Consultant
has not complied with the request, to the City and to the Consultant.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the Consultant at the ConsultanYs address listed on its
contract with the City or to the ConsultanYs registered agent. Such notices must
be sent by common carrier delivery service or by registered, Global Express
Guaranteed, or certified mail, with postage or shipping paid by the sender and with
evidence of delivery, which may be in an electronic format.
(3) A Consultant who complies with a public records request within 8 business days
after the notice is sent is not liable for the reasonable costs of enforcement.
(F) IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, OR AS
TO THE CONSULTANT'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(c�MIAMIBEACHFL.GOV
PHONE: 305-673-7411
10
10.8 FORCE MAJEURE
(A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of
the Consultant 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 ConsultanYs 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
11
delays a party's performance under the Agreement for a time period 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 Consultant of such termination. If
the Agreement is terminated pursuant to this section, Consultant 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) To the extent that Consultant provides labor, supplies, or services under this Agreement,
Consultant 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, Consultant 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, Consultant shall expressly require any
subconsultant 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 subconsultant. If Consultant
enters into a contract with an approved subconsultant, the subconsultant must provide the
Consultant with an affidavit stating that the subconsultant does not employ, contract with,
or subcontract with an unauthorized alien. Consultant shall maintain a copy of such
affidavit for the duration of this Agreement 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 Consultant has knowingly violated Section
448.09(1), Florida Statutes, which prohibits any person from knowingly employing,
hiring, recruiting, or referring an alien who is not duly authorized to work by the
immigration laws or the Attorney General of the United States, the City shall
terminate this Agreement with Consultant for cause, and the City shall thereafter
have or owe no further obligation or liability to Consultant.
(2) If the City has a good faith belief that a subconsultant has knowingly violated the
foregoing Subsection 10.9(A), but the Consultant otherwise complied with such
subsection, the City will promptly notify the Consultant and order the Consultant to
immediately terminate the contract with the subconsultant. ConsultanYs failure to
terminate a subconsultant shall be an event of default under this Agreement,
entitling City to terminate this Agreement 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 Consultant 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 Consultant under the foregoing
Subsection (B)(1), Consultant may not be awarded a public contract for at least 1
year after the date of termination of this Agreement.
(6) Consultant is liable for any additional costs incurred by the City as a result of the
termination of this Agreement under this Section 10.9.
12
10.10 CONSULTANT'S COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS
Consultant agrees to comply with Section 787.06, Florida Statutes, as may be amended from time
to time, and has executed the Anti-Human Trafficking Affidavit, containing the certification of
compliance with anti-human trafficking laws, as required by Section 787.06(13), Florida Statutes,
a copy of which is attached hereto as Exhibit "B".
10.11 PROHIBITION ON CONTRACTING WITH A BUSINESS ENGAGING IN A BOYCOTT
Consultant warrants and represents that it is not currently engaged in, and will not engage in, a
boycott, as defined in Section 2-375 of the City Code. In accordance with Section 2-375.1(2)(a)
of the City Code, Consultant hereby certifies that Consultant is not currently engaged in, and for
the duration of the Agreement, will not engage in a boycott of Israel.
10.12 PROHIBITION ON CONTRACTING WITH AN INDIVIDUAL OR ENTITY WHICH HAS
PERFORMED SERVICES FOR COMPENSATION TO A CANDIDATE FOR CITY
ELECTED OFFICE
Consultant warrants and represents that, within two (2) years after the Effective Date,
Consultant has not received compensation for services performed for a candidate for City
elected office, as contemplated by the prohibitions and exceptions of Section 2-311 of the City
Code.
For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-
311 of the City Code shall not apply to the following:
(a) Any individual or entity that provides goods to a candidate for office.
(b) Any individual or entity that provides services to a candidate for office if those same
services are regularly performed by the individual or entity in the ordinary course of
business for clients or customers other than candidates for office. This includes, without
limitation, banks, telephone or internet service providers, printing companies, event
venues, restaurants, caterers, transportation providers, and office supply vendors.
(c) Any individual or entity which performs licensed professional services (including for
example, legal or accounting services).
10.13 PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF
CONCERN WHEN AN INDIVIDUAL'S PERSONAL IDENTIFYING INFORMATION
MAY BE ACCESSED �NOTE: ONLY INCLUDE IF APPLICABLEI
Consultant hereby agrees to comply with Section 287.138, Florida Statutes, as may be amended
from time to time, which states that as of January 1, 2024, a governmental entity may not accept
a bid on, a proposal for, or a reply to, or enter into, a contract with an entity which would grant the
entity access to an individual's personal identifying information (PII), unless the entity provides
the governmental entity with an affidavit signed by an officer or representative of the entity under
penalty of perjury attesting that the entity does not meet any of the criteria in Paragraphs 2(a)-(c)
of Section 287.138, Florida Statutes: (a)the entity is owned by a government of a foreign country
of concern; (b) the government of a foreign country of concern has a controlling interest in the
entity; or (c) the entity is organized under the laws of or has its principal place of business in a
foreign country of concern (each a "Prohibited Entity"). A foreign country of concern is defined in
Section 287.138 (1)(c), Florida Statutes, as may be amended from time to time, as the People's
13
Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's
Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian
Arab Republic, including any agency of or any other entity of significant control of such foreign
country of concern. Additionally, beginning July 1, 2025, a governmental entity may not extend or
renew a contract with a Prohibited Entity. Consultant warrants and represents that it does not fall
within the definition of a Prohibited Entity, and as such, has caused an authorized representative
of Consultant to execute the "Prohibition Against Contracting with Entities of Foreign Countries of
Concern AffidaviY', incorporated herein by reference and attached hereto as Exhibit "C".
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Consultant 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
fol lows:
TO CONSULTANT: Michele Oka Doner
Doner Studio, LLC
94 Mercer Street
New York, NY 10012
michele@micheleokadoner.com
TO CITY: Lissette Garcia Arrogante
Director, Tourism and Culture Department
1755 Meridian Avenue, 5th Floor
Miami Beach, FL 33139
LissetteArrogante@miamibeachfl.gov
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
14
shall be effective unless contained in a written document executed with the same formality and of
equal dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected and every other term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
12.3 WAIVER OF BREACH
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such
provision or modification of this Agreement. A party's waiver of any breach of a provision of this
Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed
to be a modification of the terms of this Agreement.
12.4 JOINT PREPARATION
The parties hereto acknowledge that they have sought and received whatever competent advice
and counsel as was necessary for them to form a full and complete understanding of all rights
and obligations herein and that the preparation of this Agreement has been a joint effort of the
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 Consultant 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:
Rafael E. Granado, City Clerk Eric T. Carpenter, City Manager
Date:
FOR ARTIST/CONSULTANT: DONER STUDIO, LLC
ATTEST:
By:
Witness Signature
Print Name and Title Print Name and Title
Date:
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 (also referred to herein as the "Artwork" or "Project") at the location described as the
entry plaza to Bayshore Park (2795 Prairie Avenue, Miami Beach, FL 33140) (the "Site").
(A) PATENT RIGHTS; COPYRIGHTS:
1. The physical artwork, once completed and installed, shall be the sole and exclusive property
of the City of Miami Beach. The Artist acknowledges and agrees that title to the physical
artwork shall transfer to the City upon final acceptance and installation. This ownership
includes the right to maintain, relocate, or deaccession the artwork, subject to any applicable
laws or contractual obligations.
2. 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.
3. Physical copies of any photographs or video or other materials ('materials") prepared by or
created by the city shall remain property 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-sublicenseable royalty free license for archival and promotional purposes.
4. 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.
5. 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.
6. 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.
7. 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
17
the Mayor and City Commission of the City of Miami Beach. The City's marks shall 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.
8. 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.
9. Notwithstanding anything stated to the contrary herein above:
9.1. The materials may not be used on merchandise, specifically apparel items
9.2. The intellectual property may not be exploited separate and apart from the materials
9.3. 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
facility and the installation of the Artwork, Artist shall collaborate and coordinate the Work
with the Contract Administrator or his/her designated public art project coordinator,
consultant, general contractor, or any other professional or individual designated by the City.
The Artist shall coordinate the installation of the Artwork in accordance with the construction
documents. The Artist shall be responsible for construction oversight during the fabrication
and integration of all Artist-designed components, whether fabricated by Artist's
subcontractors or included in construction documents to be fabricated and installed by
others.
(E) DELIVERABLES: The Artist shall provide the following deliverables:
1. DESIGN DEVELOPMENT
18
Artist shall complete the design development of the approved Artwork, develop
construction documents (based on the approved concept)for fabrication of the Work,
coordinate the Work with the Contract Administrator, and secure all applicable approvais
and permits. 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 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.
2. FABRICATION AND INSTALLATION
Artist shall fabricate, deliver and install ali 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).
3. MAINTENANCE AND/OR CONSERVATION DOCUMENTS
Upon completion and installation of the Artwork, Artist shall submit all photographic
documentation and completed cataloging forms including shop drawings, manufacturer
specifications, and product cut-sheets, as applicable. If Artist utilizes computer technology
in the fabrication of the Artwork, Artist shall submit electronic copies of any computer files
that will support on-going operations or future repairs and conservation of the Artwork.
Artist shall also submit replacement material(s) and/or parts, as applicable, and as
deemed necessary by Contract Administrator, to be used for future repairs of the Artwork
(quantities to be determined by Artist and Contract Administrator). Prior to the expiration
of this Agreement, Artist shall demonstrate all 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
approved construction drawings, for the duration of the Project, following final acceptance
of the Project by Contract Administrator.
Should any of the art elements (suspended aerial forms or wall murals) become
untethered, defaced, or altered in any way outside its approved, final installation condition,
19
it is the sole responsibility of the artist to restore the work its proper state. This would
include painting or re-fastening elements as needed over the duration of installation.
(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 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
instailation of the Work that are not to be provided by the Artist. The Artist shall notify the
Contract Administrator in writing of any adverse Site conditions that may impede or otherwise
impact the smooth and normal progress of the Work and which require resolution before
proceeding with any portion of the Work. The Artist shall promptly report to the Contract
Administrator any condition pertaining to defective, unsuitable or unacceptable Site
conditions, including but not limited to Site obstructions or damages impacting the Work. The
Artist shall provide such notice within a reasonable amount of time so as to allow the Contract
Administrator to properly coordinate with the field and not create any delays to the construction
schedule.
(G)COMPLETION AND INSPECTION: Upon completion and instatlation of all designed and
fabricated components, 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 any all applicable uses by the
City.
(I) TIMELINE FOR COMPLETION: Artist shall coordinate the progress of the Work with the
Contract Administrator as described in the Project Schedule noted below.
(J) PERMITS AND APPROVALS: Artist shall prepare applications and such documents and
design data as may be required to procure approvals from all such governmental authorities
that have jurisdiction over the Project. Artist, his assistants or assigned subcontractors shall
participate in meetings, submissions, resubmissions and negotiations with such authorities.
Artist shall respond to comments by such authorities in a timely manner to adhere to the
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 Parks & Recreation Department
• City of Miami Beach Public Works Department
20
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.
(K) PROMOTIONAL CREDIT: The City shall tag @micheleokadoner 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
Effective Date - November 2025— Complete Design Development of the approved Artwork
and begin Fabrication, shipping, and installation of Artwork
November 2025— Complete installation of Artwork
December 2025— Project Opening
COMPENSATION AND SCHEDULE OF PAYMENTS
City shall pay Doner Studio LLC the total sum of Three Hundred Thousand Dollars and No
Cents ($300,000.00) for the Work contemplated in this Agreement, which sum shall represent
the total compensation to Doner Studio LLC. No other amount shall be paid to Contractor
(including for reimbursable expenses).
Contractor will be paid in accordance with the foregoing specified installments, upon submission
of satisfactory invoices and documentation substantiating satisfactory completion of the portion
of the Work for which payment is requested, and upon Contract Administrator's acceptance of
said portion of the Work (as applicable).
Payments to Contractor shall be made for Work satisfactorily completed in accordance with the
following schedule:
1. Payment#1: Forty Five Thousand Dollars and No Cents ($45,000.00) (which is 15% of
the fixed fee)to be paid upon the execution of this Agreement.
2. Payment#2: One Hundred Thirty Five Thousand Dollars and No Cents ($135,000.00)
(which is 45% of the fixed fee) to be paid upon the City Manager approving the final
conceptual design drawings; the Artist shall provide proofs, verified cost estimates, a
subcontractor list, and a fabrication and installation schedule at this time. Once the City
provides said approvals, 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.
3. Payment#3: Seventy Five Thousand Dollars and No Cents ($75,000.00) (which is 25%
of the fixed fee) to be issued upon receipt and approval of design development and
21
construction at 50%, progress reports, and required supporting documentation (i.e.
invoices, cancelled checks, photographs, fabrication updates).
4. Payment#4: Forty Five Thousand Dollars and No Cents ($45,000.00) (which is 15% of
the fixed fee) to be issued upon successful installation of the Project and required
supporting documentation (i.e. invoices, cancelled checks, documentation).
22
EXHIBIT "B"
ANTI-HUMAN TRAFFICKING AFFIDAVIT
In accordance with Section 787.06 (13), Florida Statutes, the undersigned, on behalf of
Consultant hereby attests under penalty of perjury that Consultant does not use coercion for labor
or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking".
I understand that I am swearing or affirming under oath to the truthfulness of the claims made in
this affidavit and that the punishment for knowingly making a false statement includes fines and/or
imprisonment.
The undersigned is authorized to execute this affidavit on behalf of Consultant.
CONSULTANT:
Doner Studio LLC, a New York limited liability company.
Name/Title: (Address)
State of
County of
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑
online notarization, this day of 2025 by
, as , of Doner Studio
LLC, a New York limited liability company, known to me to be the person described herein, or
who produced as identification, and who did/did not take
an oath.
NOTARY PUBLIC:
(Signature)
(Print Name)
My commission expires:
23
EXHIBIT "C"
PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN
AFFIDAVIT
In accordance with Section 287.138, Florida Statutes, incorporated herein by reference, the
undersigned, on behalf of Consultant, hereby attests under penalty of perjury that Consultant
does not meet any of the following criteria in Paragraphs 2(a)-(c)of Section 287.138, Florida Statutes: (a)
Consultant is owned by a government of a foreign country of concern; (b) the government of a foreign
country of concern has a controlling interest in Consultant; or(c) Consultant is organized under the laws of
or has its principal place of business in a foreign country of concern.
I understand that I am swearing or affirming under oath, under penalties of perjury, to the
truthfulness of the claims made in this affidavit and that the punishment for knowingly making a
false statement includes fines and/or imprisonment.
The undersigned is authorized to execute this affidavit on behalf of Consultant.
CONSULTANT:
Doner Studio LLC, a New York limited liability company.
Name/Title: (Address)
State of
County of
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑
online notarization, this day of 2025 by
, as , of Doner Studio
LLC, a New York limited liability company, known to me to be the person described herein, or
who produced as identification, and who did/did not take
an oath.
NOTARY PUBLIC:
(Signature)
(Print Name)
My commission expires:
24