PSA between the CMB and Doner Studio LLC for a Permanent Public Art Installation as part of Bayshore Park L..o zs _33q, �
�JCT � 0 2025
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIQMI BEACH AND DONER STUDIO LLC
FOR A PERMANENT PUBLIG ART INS7Al.LATION AS PART OF BAYSHORE PARK
�`..
This Professbnal Services Agreement ("AgreemenY'i �s entered inb this ;� day of
_��1Q�jc � , 2025 ("Effective Date"). beNveen the CITY OF MIAMI BEACH, FLORIDA, a
munrcipal corporation organized and existing under the taws of the State of Fbnda, hav�ng its princ�pal
offices at 1700 Convention Cente� Drn►e, Mia�r�i �ea� Flonda. 33139 (the "City"). and DONER
STUDIO LLC, a New York limited iiabiliry �orr,par.y, wfios� address s 94 Mercer SVeet, 2^Q Floor,
New York, New York t0012 ("ConsuftanY' or"Art{�")
SEI:TiON 1
DEFIN1710NS
Agreement: This Agreement between the City and Consuitant, inGuding any exhibits and
amendments thereto.
City Manager The chief administrative officer of the City.
Crty Manager's
Designee The City staff member who is designated by the City Manager b administer this
Agreement m behalf of the City. The City Manager's designee shall be the
Tounsm and Gutture 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, wrork and actio�s by the Consultant performed or undertaken
pursuant to the Agreement
Fee: Amount paid ta �e Consultant as compensation for Services.
Risk Managec The Risk Manager of the City, with offices at 1700 Convention Center Drive,
Third Floor, Miami Beach. Fionda 33139: telephone number (305) 673-7000,
Ext. 6435: and fax number (305) 673-7023.
SECTION 2
SCOPE OF SERVICES
2.1 h consideration of the Fee b be paid b Consuttant by the City, Consuitant shall provide the
work and services described n Exhibit "A" hereto (the "Services" or the "Woric").
Although Consuftant may receive a schedule of the available hours tu provide its Serv�ces, the City
shall nat cantrol nor have the right �o conhol the hours of the Services perfomied by the Consuttant:
where the Services are performed (although the City will prowde Consuttant with the appropnate
Iocation b perfoRn the Services); when the Services are perfurmed, including how many days a week
the Serv�ces are perfoRned; haw the Services are performed, or any other aspect of the actual manner
and means of accomplishing the Services provbea Notwithstanding the foregoing, aq Serv�ces
provided by the Consultani shal! be performed n accordanc�,e with the terms and conditions set forth
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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, 5`" 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 Qate 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 Schedule set forth in Exhibit"A", attached hereto. It is the ArtisYs explicit responsibiMity 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
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:
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Fernando Pestana
Administrative Services Manager, Tourism and Culture Department
City of Miami Beach
1755 Meridian Avenue, 5`h 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 shali 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 fully
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 except for the limitation of
liability expressly set forth in Section 8 below. 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 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.
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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 shall 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 atl 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 ConsultanYs
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, inciuding 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 ConsultanYs 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. Notwithstanding the foregoing, ConsultanYs indemnification obfigations during the Term
and until the City's final acceptance of the Project shall not exceed the limits of Consultant's General
Liability insurance coverage required under this Agreement.
Upon completion of the installation of the Project and final acceptance of the Project by the City, as
provided herein, the City shall release Consultant from the indemnification obligations set forth above,
to the extent permitted by law. However, the foregoing release shall not apply to any actions(whether
at law or in equity), claims, liabilities, losses, or expenses, including but not limited to attorneys' fees
and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property,
arising from or alleged to have arisen from any latent defects then existing or subsequently arising in
connection with the Work, the Site, and/or this Agreement. Such post-acceptance indemnification
obligations shall not exceed the limits of Consultant's Professional Liability insurance coverage
required to be maintained for four(4) years following acceptance.
The parties agree that one percent (1%) of the total compensation to Consultant for performance of
the Services under this Agreement is the specific consideration from the City to the Consultant for the
Consultant'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 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;
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2. Consultant Professional Liability, on a claims made basis, in the amount of$300,Q00; and
3. Workers Compensation & Employers Liability, as required pursuant ta 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"A-"as to management
and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, pubiished
by A.M. Best Company.
Timely renewa!certificates wiil be provided to the Gity 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 sha{I be primary and not contributory for direct
claims arising out of the Agreement under the Commercial General Liability policy. Notwithstanding
anything to the contrary in this Agreement, the Professional Liability coverage shall continue for four
(4) 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 Cansultant is also solely responsible for abtaining and submitting all insurance certificates for any
sub-consultants.
Compliance with the f�regoing requirements shali 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 appr�ved 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 ta the enforcement of any ar 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 Gity express{y 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,OOfl. Consultant
hereby expresses its willingness to enter into this Agreement with ConsultanYs recovery from the City
for any damage action for breach of contract to be limited to a maximum amount of$50,000.
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Accordingly, and notwithstanding any other terrn or condition of this Agreement, Consultant hereby
agrees that the City shall not be liable to the Consultant for damages in an amount in 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
Consultant's indemnification obligations or to ConsultanYs 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 Ciry'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.
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,
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inspections and investigations on all City contracts, throughout the duration of said
contracts. This random audit is separate and distinct fram any other audit performed by ar 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
transactians. 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 ta audit, investigate, monitor,
oversee, inspect and review operations, activities, performance and procurement process
inciuding but nat limited to project design, bid specifications, (bid/proposal) submittais,
activities of the Consultant, its officers, agents and employees, fobbyists, City staff and elected
officials ta ensure compliance with the contract documents and to detect fraud and corruption.
Pursuant to Section 2-378 of the City Code, the City is ailocating a percentage ofi its overail
annual contract expenditures to fund the activities and operatians of the Office of inspector
General.
(C) Upon ten (10) days written notice to the Consultant, the Consultant shail make ali requested
records and documents available to the inspector Generai 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,
(bidtproposai) submittafs, activities of the Consuitant its officers, agents and empioyees,
lobbyists, City staff and efected officials to ensure compliance with the contract documents and
to detect fraud and corruption.
(D) The Inspector Generaf shail have the right to inspect and copy alf documents and records in
the Consu{tanYs possession, custody or control which in the Inspector Generaf'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, alf project-refated corraspondence, memoranda,
instructions, financial documents, construction documents, (bid/proposal) and contract
documents, back-change documents, all documents and records which invotve cash, trade or
volume discounts, insurance proceeds, rebates, or dividends received, payroli and personnef
records and suppoRing documentation for the aforesaid documents and records.
(E} The Consultant shall make available at its office at all reasonable times the records, materials,
and other evidence regarding the acquisition (bid preparation) and performance af 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:
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i. If this Agreement is completely or partially terminated, the Consultant shall make
available records relating to the work terminated untii 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 untii such appeais,
litigation, or claims are finaliy 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
ali subcontracts and ali 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 SUBCONSU�TING
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) shail 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.
1Q.5 N� 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, disabiVity, 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 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 ali 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.
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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.
Consuitant 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" 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 Consultant meets the definition of
"Contractor" as defined in Section 119.0701(1)(a), the Consultant shali:
(1) Keep and maintain pubiic 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 pubiic records that are exempt or confidential and exempt from pubiic
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 Consuitant 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 Gonsultant shall meet all applicable requirements for retaining
public records. All records stored electronically must be provided to the City, upon
request from the City's custodian of public records, in a format that is compatible with
the information technology systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for services
must be made directly to the City. If the City does not possess the requested records,
the City shall immediately notify the 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) ConsultanYs 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;
andlor (3) avail itself of any available remedies at law or in equity.
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(3) A Consultant who fails ta 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 pubiic records
relating to the City's contract for services, the court shail assess and award against the
Gonsultant the reasonable costs of enforcement, including reasonable attorneys' fees,
if:
a. The caurt 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 Gonsultant 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
Gity or to the Consultant's registered agent. Such notices must be sent by common
carrier delivery service or by registered, Global Express Guaranteed, or certified maii,
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 liabie for the reasonable costs of enforcement.
�F) fF THE CC?NSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FL4RIDA STATUTES, OR AS TO
THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CUNTACT THE CUSTODIAN OF
PUBLIC REG4RDS AT:
CITY OF MIAMI BEACH
ATTENT{ON: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
M{AMI BEACH, FL4RIDA 33139
E-MAIL: RAFAELGRANADO(a�MIAMIBEACHFL.GOV
PHUNE: 305-673-7411
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 intentionai 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
foregaing 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 af God which prevent performance. Force Majeure shall not include technological
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impossibility, inclement weather, or failure to secure any af the required permits pursuant to
the Agreement.
(B) If the City or ConsultanYs perfarmance 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, pravide 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 shali not constitute
acceptance that the event ciaimed 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
pa rty.
(C) No paRy 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 obiigations. The suspension of any af 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 ta perform to the extent its inability to perfarm is the direct
result of the Force Majeure event with ail 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
occ�rrence 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
provisians.
(E) Notwithstanding any ather provision to the cantrary herein, in the event of a Force Majeure
oecurrence, 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 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, Cansultant 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 pravides 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,
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commencing on January 1, 2021, Consultant shall register with and use the E-Verify system
to verify the work authorization status of a(I newly hired employees during the Term of the
Agreement. Additionaliy, 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 empioy, 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 1Q.9.
10.10 CONSULTANT'S COMP�IANCE WITH ANTI-HUMAN TRAFFICKING LAWS
Consultant agrees to comply with Section 787.06, F(orida 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.
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10.12 PROHIBITION ON CONTRACTING WITH AN INDIVIDUAL OR ENTITY WHICH HAS
PERFORMED SERVICES FOR COMPENSATION TO A CANDIDATE FOR CITY
ELECTED OFFICE
Consuitant warrants and represents that, within two (2) years after the Effective Date, Consuitant
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 aqplv 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 inciudes, 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 fNOTE: 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 Republic of China, the Russian
Federation, the Isiamic 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. Additionaily, 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 deflnition 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
personaily to the representatives of the Consultant and the City listed below or may be mailed by
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U.S.Certified Maii, 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 CQNSULTANT: Michele Oka Doner
Doner Studio, LLC
94 Mercer Street
New York, NY 10012
michele micheleokadoner.com
With a copy to: Rubin & Bailin, LLP
366 Madison Avenue, 3�d FI.
New York, NY 10017
Attn: Marc L. Bailin, Esq.
Mbailin510@gmail.com
TO CITY: Lissette Garcia Arrogante
Qirector, Tourism and Culture Department
1755 Meridian Avenue, 5'h 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, �r by
overnight delivery. In the event an alternate notice address is properly provided, notice shall be sent to
such aiternate 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 shali 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 madified or amended withaut the express written consent of the parties.
No modification,amendment, or alteration of the terms or conditions contained herein shall be effective
unless contained in a written document executed with the same formality and of equal dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected and every other term and provision of this Agreement shall be valid
and be enforced to the fullest extent permitted by law.
12.3 WAIVER OF BREACH
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such
provision or modification of this Agreement. A party's waiver of any breach of a provision of this
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Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be
a modification af 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 ali 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 ta this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
15
IN WiTNESS WHEREOF, ihe part�es hereto have caused th�s Agreement to be executed by
their appropnate officiats, as of the date first entered above.
FOR GITY: CITY OF MIAMt BEACH, FIORiDA
ATTES7:
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Rafael Granado, C;�ty Cterk Eric T Garpente . Gity Manager ; ; ����,� :. ;
' =1NCORP ORATED;
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Date: ° ''Y,;9',, �.� �_:
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FOR ARTISTfCQNSULTANT DONER 9TUD10. LLC
ATTEST:
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____ _ _____
iMess Signature
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_, _____ _ _ __. _____
Print Name and Title �j�'i�6��p1a�.,gQ � Print Name and Title � ��� , /
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Date:
APPROVED AS TO
FORM & LANGUAGE
8� FOR EXECUTION
f�����[1eL.-- ����
�rGity Attarney �F�' Da e
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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").
Artist shall be solely responsible for the quality and timely prosecution, completion and installation of
the Artwork . Artist shall be responsible for designing the Project so that it can be fabricated and
installed without exceeding the approved Project Budget, attached hereto as Exhibit "D" and
incorporated herein.
Artist acknowledges and warrants to City that an essentiai element of this Agreement is the skill and
creativity of Artist, and that it is solely responsible for the quality of the Project. Artist may not
subcontract and/or assign portions of the Work to another party, without the prior written approval of
the Contract Administrator. Notwithstanding the Contract Administrator's approval of any such
subcontract and/or assignment. Artist wi►I still be heid ultimately responsible for all portions of the
Work. Artist warrants to City that it shall be solely responsible for supervision of (and any
compensation toj any and all third parties, and that the City shall have no liability whatsoever, whether
financial or otherwise, with regard to same.
Artist agrees that all Work, and the completed Project, shali compiy with all applicable Federal, State,
Miami-Dade County and City laws, ordinances, codes and regulations. Artist shali be solely
responsible for obtaining any and aif required approvals from all governmental authorities that have
jurisdiction over the Project and for obtaining all applicable permits related to the Project.
Artist shall not make any public information release in connection with the Project without the prior
written consent of the Contract Administrator,
Artist shall perform the Work in such manner and at such times so as not to cause interference with
any of the operations of the City.
Artist shail be solely responsible for conducting any and all inspections of the Site for purposes of
ascertaining the condition of same for the proper execution of the Work, and for completion and
installation of the Project. To the extent any such information is in the City's possession, Contract
Administrator shall make available to Artist, without representation, any background materials and
information on matters affecting the Site.
When working on the Site, Artist shall promptly perform such periodic clean up as may be required by
the Contract Administrator, and shall also remove any of its equipment, excess materials, and waste
promptly from the Site, as directed by Contract Administrator.
Artist shall bear any transportation and storage costs resulting from the fabrication, delivery, storage,
and installation of the Artwork .
Title to the Artwork shall pass to the City 1) following the Contract Administrator's inspection of the
Work; and 2) if the Work is approved, upon Contract Administrator's issuance of written final
acceptance of the complete installed Project. Any risk of loss or damage to the Artwork shall be the
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sole responsibility and liability of Artist until such time as the Contract Administrator has issued a final
written acceptance of the Project.
Upon Contract Administrator's written final acceptance of the Project, ali documents related to the
design, fabrication, and installation of the Project including, without limitation, "as builY' documents,
shall be turned over to the Contract Administrator and become the exciusive property of the City. The
City shall be free to exhibit and/or reproduce these documents as it deems necessary, in its sole and
absolute discretion.
The responsibility of the Artist after final acceptance of the Project by the City is limited to the
warranties in the ArtisYs Warranties, below; any terms pertaining to the Artist which are therein
expressly intended to survive termination and/or expiration of this Agreement; and any acts of gross
negligence and intentional wrongdoing by the Artist.
ARTIST'S WARRANTIES
The provisions of this Section shall survive the termination or earlier expiration of this Agreement.
Artist warrants to the City that (a) the Project being commissioned is the ariginal product of Artist's
own creative efforts; and (b)the Project is original, or in other words, an edition of one
(1),and shall in no way be duplicated, copied, and/or otherwise replicated by Artist with respect to any
future commissioned public or private projects.
Artist warrants to the City that reasonable maintenance of the Project as specified in Exhibit "E"
attached hereto and incorporated herein, will not require any extraordinary procedures or efforts.
Artist warrants to the City that it shall deliver the Project to the City free and clear of any liens from
any source whatsoever.
Artist warrants to the City that the Artwork is to be free from defective or inferior materials and
workmanship for two (2) years after the date of final written acceptance by the City, including any
defects or qualities causing or accelerating deterioration. If within these two (2) years the City finds
the Artwork in need of repair due to any of the above stated conditions, such repairs will be made at
no expense to the City promptly and satisfactorily. For the avoidance of doubt, Artist shall not be
responsibie for repairs of the Work due to willful darnage by others after the City's acceptance of the
work.
If Artist fails ta remedy any failure, defect, or damage within a reasonable time after receipt of notice
from City, the City shall have the right to replace, repair, or otherwise remedy the failure, defect, or
damage at the ArtisYs expense.
Artist with respect to all warranties, express or implied, shali:
a. Obtain all warranties that would be given in normal commercial practice;
b. Require all warranties to be executed, in writing, for the benefit of the City, if
directed by the Contract Administrator; and
c. Enforce all warranties for the benefit of the City, if directed by the Contract
Administrator.
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OBLIGATIONS OF CITY
City shall:
a. Provide Artist, upon reasonable request, but without warranty or representation by
City of any kind, any background materials and information on matters affecting the
Site;
b. Arrange for access so that Artist may enter upon the Site, during customary
business hours, for Artist to perform the Work;
c. Give prompt written notice to Artist whenever the City becomes aware of any
development that affects the scope or timing of the Work;
d. Arrange pubiic meetings and consuitations, as deemed necessary by the City
Manager;
e. Review submitted materials in a reasonably timely manner;
f. Prepare and install, at its expense, a plaque or sign identifying Artist, the title of the
Project, materials used, year of completion, and a narrative explanation of the Project,
and reasonably maintain same in good repair;
g. Reasonably assure that the Project is properly maintained. taking into account the
recommendations of Artist, as set forth in Exhibit"E"'; and
h. Give prompt written notice to Artist within a reasonable time after the discovery of
any failure, defect, or damage.
ALTERATIONS OF THE SITE OR OF THE ARTWORK
The City agrees to make all reasonable efforts to maintain the integrity of the Artwork. It is an inherent
nature of any site to be vulnerabie to physical aiterations of varying degrees that may arise out of a
functional need consistent with its intended design and usage and/or the operational requirements of
the Site. Respectively, the integrity and authenticity of the Artwork may become compromised by an
alteration of the Site if the Artwork is an integral component of the Site. It is with the express
understanding above that the Artist hereby agrees to waive ail rights to monetary compensation for
any acts arising out of operational requirements which may cause alterations to the Site and/or the
Artwork.
The City shall notify the Artist of any proposed alteration of the A►-twork or of the Site that would affect
the intended character and appearance of the Artwork, and shail consult with the Artist in the planning
of any such alteration. If any such alteration of the Site or of the Artwork is made without the express
written approval of the Artist, the Artist may elect, upon a minimum advance written notice of five (5)
business days, to enter upon the Site and, at Artist's sole cost and expense, remove or obliterate the
public notice, plaque or sign referred to above, as well as any signature or other emblem identifying
the Artist with the Artwork, and may take such other action as he/she may choose in order to disavow
the Artwork.
The City agrees to take such reasonable measures, as it deems necessary, in its reasonable
discretion, to maintain the Artwork. City shall have the right to determine, after consultation with a
professional conservator, when (and if� repairs and restorations to the Artwork will be made. The City
shall attempt to notify Artist in the same manner as provided in this Section and, in the event the City
has made reasonable efforts, without success, to notify Artist of its intended action, City shall have no
further liability to Artist, and Artist shall be deemed to have waived any and all claims that it may have
against City, as a result of such repairs or restoration to the Artwork, or in the event of any resulting
damage or destruction of the Artwork, to the extent practical, the City may, in its sole discretion,
consider Artist in making or personally supervising significant repairs or restorations. If City deems
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ArtisYs participation is necessary, in the City's sole discretion,Artist shall be paid a reasonable fee for
any such services, provided that City and Artist shali agree, in writing, prior to the commencement of
any significant repairs or restorations, upon said fee. All repairs and restarations shall be made in
accordance with recognized principles of conservation.
if the Artist faifs or refuses to approve any repair or restoration, the City shail have the right to make
such repair or restoration. To the extent practical, as determined by the City at its sole discretion, the
Arfist shall be given the opportunity to make or personally supervise significant repairs and restarations
and the Artist may,at the discretion of the City, be paid a reasonable fee for any such service, provided
that both parties prior to the execution of such services mutually agree upon the fee in writing.
(A) PATENT RIGHTS; COPYRIGHTS:
1. The physica� artwork, once compieted and installed, shafl 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 reiated to the artwork (if any), and any right to commerciafly exploit the same (alf of the
foregoing, callectively and individual{y, the "intel{ectual property } shal{ 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, perpetuai, irrevocabfe and non-transferrable, non-assignabie, non-
sublicenseable royalty free {icense for archivaf 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. Additionafly, Artist hereby grants the City the non-excfusive, irrevocabie and royalry-free ficense to
reproduce, make, print andtor publish photographic,fi{med 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 far (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, inctuding
tourism re{ated promotional or col{ateral materials with respect thereto, as determined solely by
the City, in its reasonable good faith discretion, and the Artist must aiways 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 maral 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.
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7. The City shall also have the right, at its sole discretion, to install signage prominently displaying
City's logo and highiighting City's support for the arts at the entrances to the site and in proximity
to the site, with such signage underscoring that the artwark 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 remain the property of the City
and the Artist shall not have the right to use the Gity's marks, unless approved in writing by the
City Manager.
8. The Artist warrants and represents that all work shall comply with alf appficable patent, trademark
and copyright laws, rules, regulations and cades.Artist further agrees that it will not knowingiy 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 inteliectual 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
solely, exciusivefy and specifically related to this Project 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, a!I 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 shali 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 shalt prepare ail necessary construction documents for fabrication of the Artwork and
ancillary/support facilities needed to instali the Artwork, as required by this Agreement, and in
compliance with afl 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 instaliation 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 ArtisYs subcontractors or included in construction
documents to be fabricated and installed by others.
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The Artist shall be solely responsible for securing the installation site during all phases of the
construction and installation of the Artwork. This includes but is not limited to the foliowing: (i)
implementing appropriate safety measures to protect the public, workers, and the Artwork itself
during installation; (ii) providing and maintaining temporary fencing, signage, barriers or other
protective equipment as reasonably necessary to restrict unauthorized access to the Site; (iii)
ensuring compliance with all applicable local, state and federal safety regulations; and (iv)
scheduling installation activities in a manner that minimizes disruption to park operations and
public use, subject to prior approval by the City. The Artist shall bear all costs associated with site
security and safety during installation.
(E) DELIVERABLES: The ARist shall provide the following deliverables:
1. DESIGN DEVELOPMENT
Artist shall complete the design development of the approved Artwork, develop construction
documents (based on the approved concept)for fabrication of the Work, coordinate the Work
with the Contract Administrator, and secure all applicable approvals and permits. Approval by
the Contract Administrator and Notice to Proceed (for fabrication) shall occur after submittal
of all allocable Artwork deliverables.
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.
Bj 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 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 alt 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
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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.
Warrantv 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 a period of two (2) vears after final acceptance of the
Project by Contract Administrator.
(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 installation of the Work that are
not to be provided by the Artist. The Artist shall notify the Contract Administrator in writing of any
adverse Site conditions that may impede or otherwise impact the smooth and normal progress of
the Work and which require resolution before proceeding with any portion of the Work. The Artist
shall promptly report to the Contract Administrator any condition pertaining to defective, unsuitable
or unacceptable Site conditions, including but not limited to Site obstructions or damages
impacting the Work. The Artist shall provide such notice within a reasonable amount of time so
as to allow the Contract Administrator to properly coordinate with the field and not create any
delays fo the construction schedule.
(G)COMPLETION AND INSPECTION: Upon completion and installation of all designed and
fabricated components,Artist shall be responsible for obtaining written final approval from Contract
Administrator. The Contract Administrator's approval shall not be unreasonably withheld or
delayed, provided that the requirements of the Agreement with regard to design, fabrication, and
insta�lation of the Work and the Project are satisfied, and all conditions of the permits and
regulatory agencies are fulfilled. If Contract Administrator finds the Work acceptable, and finds the
foregoing conditions have been met,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.
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• City of Miami Beach Building Department
• City of Miami Beach Pianning Department
• City of Miami Beach Parks & Recreation Department
• City of Miami Beach Pubiic 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.
(K) PROMOTIONAL CREDIT: The City shali 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 instailation 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
reimbursabie expenses).
Contractor wili 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 tha City provides said
approvals, the Artist shali be obligated to fabricate and install the Artwork based upon the
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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
construction at 50%, progress reports, and required supporting documentation (i.e. invoices,
cancelled checks, photographs, fabrication updates).
4. Payment#4: Forty Five Thousand Do�lars and No Cents ($45,000.00) (which is 15% of the
fixed fee)to be issued upon successfui installation of the Project and required supporting
documentation (i.e. invoices, cancelied checks, documentation).
25
EXHIBIT"B"
ANTI-NUMAN TRAFFICKlNG AFFiDAVIT
In accordance with Section 787.06 (13), Florida 5tatutes, the undersigned, on behalf of
Cansultant hereby attests under penaity of perjury that Consultanl does not use coercion for fabor
or services as defined in Section 787.06, Florida Statutes, entitled"Human Trafficking".
I understand that i am swearing ar affirming under oath ta the truthfulr�ss of the cleims made m
this a�davit and that the punishment for knowingly making a false statement includes fines andlar
irnpnsonrnent.
The undersigned is autharized to exeGute this affldavlt on behalf of Consuitant.
CONSULTANT:
Doner Studio LL.G, a New Yrark I' ited liability campany.
c �
���/�� �2e rze��7L— Z,�
_ _ _ ________---- --
NamelTitle: ' (Address)
State of �-�
County of ��
The foregoing instrurnent was acknowledged before me by means of� physical presence or�
anline notarization, this ��� day �f �i �•.`�j�r'___._„_ _____, 2025 by
1 � �f��� `.,, /'",
��;� ,�, . ;'___�?^ �'Y'f'�,, as _.__lv+�_�''r�f �1 ,/�'.,�'�r('�� of Doner Studio
LIC, a New York lirnited liability company, known to me to be the pe�son described herein, or
� � r , e, as identificat►on, and who did/did not take
who produced __t � �_,�wt.=..:i.��--�-><-_�_,,,
ar,oath.
NOTARY PUBLIC MARC LEWIS BAILIN
_.
' , l �' �- ' NOTARY PUBLIC,STATE OF NEW
��� '=�--f"'_;.,f _ Registration No.02BA0037064
_� _t..
(5�gn ture) Qualified in New York Countp
- Commission Ezpirea May 08,2029
��? Ah �., �t_. e-. , . � l
—.-- �:_....-. ._.;
(Pnrtt Name)
My commission expires: ���
26
EXNIBIT"C"
PROHIBiTiON AGAINST CONTRACTING WITH FOREIGN COUNTRIES QF CONCERN
AFFIDAVIT
In accordance with Section 287.138, Fiorida Stacut�s, incorporated herein by reference, the
undersigned, on behalf of Consultant, hereby attests under penaity of perjury that Consuitant
does not meet any af the fpiiawing criteria in Paragraphs 2(a}-(c)of SecUon 287.138, Flonda Statutes {a)
Consultant �s owned by a government af a foreign country of concern: (b} the government of a foreign
country o{concern has a cantrofling mterest in Cansultant; or(c}Consultant is orgaNzed under the{aws of
or has�ts pri�cipal place of busmess in a foreign country of concern.
i understand that i am swearing or aff�rming under oath, unde� penalt�es of perjury, to the
truthfulness of the c(aims made in this affidavit and that the punishment for knowingly making a
false statement includes fines and/or impriscmment.
The undersigned is authorized to execute this affidavit on behalf of Consultant.
CONSU�TANT:
D r tudia LL , a N w Yo fi te ia li compan
v�e����sf N� N�`
_ _ -- -_ _ _________________�-- �
Name/Tit�e: :r� -�-�1(C�9t'/p /,�.C�SS� � �( �/ �
State of `
�__ __ _ _ Z�
County af �
The fa�regoing instniment was acknowl$ciged befare me by �ns of ❑ physical presence or (�
online notanzation, thrs � day of 4..�r �f_ ___`,, 2025 by
� �� /�,'-� as _.Eii_C 7fsj..!��zc�-,��____, of Doner Studio
-�L'u-��-�..�:��. ..s:.;.�__._..._
LLC, a New York Iimited�Jiability com y, known to me to be the person described herein, or
who produced __,(�.�'�` �ti��� ,—���- _as identification. and who did/did not take
an oath.
NOTARY PUBUC:
�s�s�� �
r� ,r; ,� i�.�,.��,�
MAxc t.�wis sat�rt
� _�� t�wz�Y Pus��,srw�oF rr�w�ro�
�`.�t_'�_. r t 7 f r�L__!__:�__ gegistratioa No�Q2BA0037069
(Print Name} ��������
Commi�don Bs�a M�7�+�
My cammissron expires:�1!`�`� �
� ..
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EXHIBIT D
PROJECT BUDGET
-- --- --._- --- -----_----
Engineering Services to design structural component, including $7,000
mockup sample for color and fexture and shop drawings
' Creation and Installation of sculpture on site, $171,700
including compact & filling for new art structure, foundation, labor
and equipment
Materials: concrete for foundation system, structure, base slab, $54,000 �
� additional mica for concrete mix
Insurance for fabrication & installation J $5,000
Temporary fencing with access $4,300
Artist's Fee $58,000
Total: $3U0,000
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EXHIBIT E
CITY C)F MIAMI BEACH
CATALOGING FORM
1. ARist Information
A. 1. Name: Michele Oka Doner
2. Name yau want to use an label and PR materials, if differs from above: N/A
B. Date of Birth: December 4, 1945
C. Place of Birth: Miami Beach, Florida
D. Address, e-mail, website:
94 Mercer Street New York, New York, 10012
michele aC�.micheleokadoner.com
micheleokadoner.com
E. Contact Phone numbers:
Business: 646-229-3420
Home:212-334-9056
Fax: N/A
F. One paragraph biography:
Michele Oka Doner is an internationally known artist whose career spans six
decades. Her work is fueled by a lifelong study and appreciation of the natural
world, from which she derives her formal vocabulary. Her artistic production
encompasses sculpture, drawing, public art, functional objects, video, artisYs
boaks, and costume and set design. She is well known for numerous permanent
art instaliations, including the manumental A Walk on the Beach at Miami
International Airport. Her work is in the collections of The Metropolitan Museum,
Whitney, MoMA, Art Institute of Chicago, Detroit Institute of Arts, The Louvre,
Victoria &Albert, Oxford, Yale, and Harvard Universities, among others. Born and
raised in Miami Beach, Michele Oka Doner was designated Guardian of the City
of Miami Beach's Centennial Banyan Tree..
2. Work of Art
A. Title: BirdHouse
B. Medium: Sculpture (concrete, steel, mica)
C. Dimensions: 6' diameter, approx. 22' high
D. Frame Description: N/A
E. Inscription marks: N/A
F. In case of partable and multiple Artwork, note on Artist preference for display (ex•
sequential series, installation height, spacing, etc..): N/A
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G. Artwork with electronic components used: N/A
Name of item: N/A
Manufacturer info (address, telephone, e-mail): N/A
Supplier info(address, telephone, e-mail): N/A
H. Artist Statement:
!t was my desire to create a work of art that is totemic, a form somewhat familiar
yet mysterious, a sculpture that appeals to all ages, and will be seen beyond the
boundaries of the new Bayshore Park. A shining beacon, BirdHouse will draw
curious visitors. become a destination for art lovers, a meeting site for the extended
neighborhood, and, over time, embed itself in the collective memory of Miami
Beach.
3. Fabrication Information
A. Material(s)used in Artwork: concrete and steel
B. Material Finish: mica embedded in concrete
C. Materials used in the presentation of the project(maquette): a drawing 3' x 5'
D. Fabricators(name, address, phone, e-mail. web site):
Advanced Structural Concepts, Inc.
6511 Nova Drive PMB#153
Davie, FL 33317
Ph. (855) 233-0539
E. Fabrication method (attach diagrams or drawings): Will submit requested material
after instruction
F. Engineer/Engineer(name, address, telephone, e-mail):
4. Instalfation
A. Installation executed by(name. address. phone. e-mail, website):
B. Installation method {attach diagram of substructure, footings):
C. Date of Installation:
5. External Factors
A. Describe physical positioning of the Artwork:
B. Describe existing environmental factors which may affect the condition of the
Artwork:
C. If the work is site-specific, describe the relationship of the work to its site:
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6. Maintenance(attach schedule of maintenance and replacement instructions for specific items:
marble blocks, pin connection and any other supporting structure as appiicable}
A. Short-term:
B: Long-term:
C: Note desired appearance of the Arfinrork:
7. Digital copies for use in repair of sound art and graphic reproduction:
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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 centrai 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 Iot, walkway lighting, and security
camera systems; and
WHEREAS, the Park wiil 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 DR625-1120; 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;
Docusign Envelope ID: 1804A063-3A09-4E94-A035-95866E6357EF
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 Gommittee(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 substantiai 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 17 day of �! t1 !� , 202 . „
Steven Meiner, Mayor
ATTEST:
��_9, 'i`�'��
�-t � ,�. .
,a,.< � _ .
,. _\�..t,1���.F 9,C'
�: y'-,
Rafael E. Granado, City Clerk � �.r�.:���., �,
;�•"••r,k :
1N�O�t'�O�ATED:�:
�''' �� �_
'�.ti .
''�r:�;: �.�:%��3?
Sponsored by Commissioner Alex J. Femandez
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
�.Es�— �}i �j �
City Attorney Date
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Date: 9/17/2025
Resolutions -C7{{item.number}j
11/1i A�/11 BEA�H
COMMISSION MEMORANDUM
TO: Honorabie Mayor and Members of the Gity Commis ion
.; , ,
FROM: Eric Carpenter, City Manager �'�'�'� �� "�,~�__.
,� J �'' � �:�'`-
DATE: September 17, 2Q25 r
TITLE: A RESO�UTION OF THE MAYOR AND GITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPRQVING THE SELECTION OF ARTIST MICHELE
OKA DONER, AS RECOMMENDED BY THE ART IN PUBLIG PIAGES
CQMMMlTTEE (AiPP) AND THE DESIGN REVIEW BOARD; AND APPROVE, IN
SUBSTANTIA� FORM, THE PRQFESSIONAL SERVIGES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND MICHELE OKA DONER, IN AN
AMOUNT NOT TQ EXCEED $300,000 FOR A PUBLIC ART COMMISSION FOR
THE ART IN PUBLIC PLACES PROJECT ENTITLED "BIRD HOUSE." TO BE
LOCATED IN BAYSHORE PARK, WITN FUNQING FOR THE PUBLIC ART
PROJEGT ALLOCATED AND AVAILABLE {N THE AiPP FUND IN THE CURRENT
YEAR CAPITAL BUDGET; AND FURTHER AUTHORIZING THE CITY MANAGER
ANQ C(TY CLERK TO EXECUTE THE AGREEMENT.
RECOMMENQATION
Adopt the Resolution.
BACKGROUND/HISTORY
The 19.4-acre former Par 3 Golf Course at 2795 Prairie Ave is currently being developed
into Bayshore Pa►ic ("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 environmenta! remediation, a central lake with boardwalks, a pavilion, six courts
marked for both tennis and pickleball, restroorns, 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 PubGc Pfaces (AiPP} program is a City program intended to commission and
purchase artwork by contemporary artists in alf inedia The program is funded from 2% of
hard casts for city projects and joint private/public projecis. Funds from construction pro�ects
may be aggregated into the AiPP Fund and aflocated for artwork at pubfic 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 Gommittee, is $300,000
The scope of work far the selected artist includes providing, delivering and installing a custom
art piece for Bayshore Parlc. 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
Island. The project was originally set for completion in Spring 2025 and has since been shifted to
Winter 2025. On July 5, 2024, The Gity 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
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sixty-seven (67) submissions, with ten (10) applications being shortlisted by Tourism & Culture
Staff.
At the September 17, 2024,AiPP Comrnittee 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, 2Q25, 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 R&R Studios were invited
to share a final proposal for the AiPP Committee.
At the April 15, 2025, AiPP Gommittee meeting,the three(3�finalist artists in the Bayshore Parlc
public art commission (Richard Hudsan, R�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 M�chele Oka
Doner was recommended as the selected public work of art for the Bayshore Pa�ic project via LTC
#217-2�25.
At the September 11, 2Q25, Design Review Baard meeting,the'Bird House' proposal,file numbe�
DR625-1120, by artist Michele Oka Doner received unanimous approval.
ANALYSIS
Michele Oka Doner's "Bird House" is i�spired by the artisYs 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 scufpture,which will stand 20 feet high and six(6)feet in diameter, embodies the magic
whieh exists in the natural worid. Composed of shirnng 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 a�t 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 Light", the entrance to the new Astronomy Museum in Shanghai. Her
work is found in the collections of the Metropolitan Museum and Whitney. NY, Art Inst�tute of
Chicago, Detroit Institute of Arts, The Louvre, Victona and Albert, London, and Michigan, Oxford,
Yaie and Harvard University Art Museums, among others. She has received many awards,
including those gEven 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 rece�ved an Honorary Qoctorate from the University of
Michigan, where
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she earned her undergraduate and MFA degrees. Bom in Miami Beach, Michele Oka Doner, is
currently working an "Talisman," in conjunction with the City of New York, on an installation for
Park Avenue, opening March, 2026.
Pursuant to City Code Article VI1 , Sec. 82-612 of Ciry of Miami Beach Ordinances, in obtaining
the advice of the Design Rev�ew Board, or Historic Preservation Board, whichever
has junsd�ction over the matter based on the locat�on of the proposed pro�ect, according to
such board's normal applicatio� and review procedures. the staff of the AiPP Committee
shall present the proposal to such boards, prior to submittai of a final recommendation by the
AiPP Committee to the City Gommission for approval.
If approved by the City Gommission at the September 17, 2025, meeting, the City will immed�ately
finalize the contract with Michele Qka Doner for project completion set to take place for Art Week
Miami Beach 2025
FISCAL IMPACT STATEMENT
Funding for the Art in Public Places Proaect in Bayshore Park in the amount of $300,000 �s
available in the current FY 2025 Art in Public Places fund.
Does this Ordinance require a Business Impact Estimate?
(FOR ORDINANCES C?NLY)
If applicable, the Business Impact Estimate(BIE)was published on:
See BIE at: '�ttps::zw�ww miainfbea�€��I.c�o�r L�ty-�alfrc6t�-clerkl��eetinq-noticesl
FINANCIAI. INFORMATION
AiPP Fund 147-0380-Q69370-25-410-556-00-00-00-62031
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 Art
in Public Places Committee and approved by the Design Review Board at the September 11,
2Q25 meeting: and further authonzfng the Gity Manager to execute, m substantial form a
professionaf service agreement in an amount not to exceed $300.000 for the design, fabrication
and installation of the work of art
Applicable Area
South �each
Is this a "Residents Riaht 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-d81,
includes a qrinciaal engaqed in lobbvina? No
If so, specify the name of lobbyist(s) and pnncipal(s)
Deaartment
37
Docusign Envelope ID:1B04A063-3A09-4E94-A035-95866E6357EF
Tourism and Culture
Sponsarts!
Co-sponsor(s)
Condensed Title
Approve AiPP SeVection and Agreement Artist Michele Oka Doner for Bayshore Park TC
Previous Action (Far GitY Clerk Use Only1
38
Docusign Envelope ID: 1 B04A063-3A09-4E94-A035-95866E6357EF
MIAMI BEACH
N/A Professional Services Agreement—Permanent Public Art Installation as Part of Bayshore Park—
Michele Oka Doner
Doner Studio LLC Tourism and Culture:Oscar Rieveling Sanchez,Ext.22711
Lissette Garcia Arrogante 'c-��"�� ' Maria Hernandez , N�,;.'H.-.���.�y
Type 1-Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation.
Type 2-Any other contract,amendment,change order,or task order that does not result 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 recipient Type 7-Inter-governmental agency agreement
Type 5-Grant agreements with the City as the grantor x Type 8-Other:Professional Services Agreement—Artistic
In July 2024,a Call to Artists(CTA 2024-001)was issued for a singular sculptural element to be installed in Bayshore Park.On May 20,
2025,via LTCH217-2025,the Art in Public Places Committee(AiPP)held a Committee meeting and recommended Michele Oka Doner's
"Bird House"as the selected public artwork.On September 11,2025,"Bird House"was reviewed by the Design Review Board under
file number DR625-1120 and was approved on a consent agenda.On September 17,2025,via Resolution ti2025-33917,the Mayor and
City Commission of the City of Miami Beach accepted the recommendation of the AiPP Committee and Design Review Board,approving
in substantial form,the professional services agreement between the city and Doner Studio LLC,in an amount not to exceed$300,000.
Procurement was not necessary for this process as the selected proposal is an artistic service.
Attached:
1.PSA—Permanent Public Art Installation as Part of Bayshore Park—Michele Oka Doner
z.art�st cv
3.ConceptualProposal
4.Funding Resolution—Reso 2025-33917
One-time N/A One-time
Grant Funded: Yes X No State Federal Other:
1 $300,000 ' 147-0380-069370-ZS-410-556-00-00-00-62031 Yes X No
1.For contracts longer than fiv�pears,contact the Procurement Department.2.Attach any supporting explanation needed.3.Budget
approval indicates approval for the current fiscal year only. Future years are subject to City Commission approval of the annual
adopted operating budget.
City Commission Approved: X Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date:
2025-33917 September 17,2025
Legal Form Approved: X Yes No If no,explain below why form approval is not necessary:
Procurement: X ` Grants: X
Budget: Tameka Otto Stewart � Information Technology: X
rawt,�a(9{{e S�t.Wol'f
Risk Management: Marc Chevalier Fleet&Facilities: X
oa. � ;
� g
Human Resources: X s"`°s°"'°'°a � Other: X
�
. x-..T';�.; .. .� . _. ..
Docusign Envelope ID:1604A063-3A09-4E94-A035-95866E6357EF
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
Light, 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 art
museums, among others. She has received many awards,
including those given by 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 she earned her undergraduate and MFA
degrees. Oka Doner is the author or subject of numerous
books, including Natural Seduction, Miami Beach:
Blueprint of an Eden, Human Nature, Everything Is Alive,
and Into the Mysterium.
Born in Miami Beach, Michele Oka Doner was recently
designated Guardian of the City of Miami Beach's Great
Banyan Tree and represents Miami Beach as Ambassador
for Arts and Culture. Currently she is working on Talisman,
in conjunction with the City of New York, on an installation
Docusign Envelope ID: 1B04A063-3A09-4E94-A035-95866E6357EF
for Park Avenue, opening March, 2026.
The Call fior Artists for Bayshore Park offered an
opportunity to return to a site filled with memory of
childhood. The child who grew up across the street from
the park became an artist who has been given many
opportunities to transform pubfic spaces, such as the
Miami International Airport's 1 .5 mile installation A Walk
on the Beach seen by over 40 million people a year. It
give MIA iconic identity. For Bayshore Park Oka Doner
proposed Birdhouse, a work of art that draws on this
deep connection, opens the doors for exploration,
pleasure, and play for future generations.
"It is a privilege to engage with the heritage of a city
I call home."
Docusign Envelope ID: 1B04A063-3A09-4E94-A035-95866E6357EF
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of this birdhouse will ���� House emerges from and
be amplified and � engages multiple
transformed into a disciplines: art, architecture,
work of art that both science,
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exceptional natural
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