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HomeMy WebLinkAboutAgreement-SUBDaub Firmin Hendrickson Sculpture Group May 19, 2008 ARTISTS' SERVICES AGREEMENT between City of Miami and Daub Firmin Hendrickson Sculpture Group, LLC THIS AGREEMENT is made between City of Miami, a municipal corporation organized and existing under the laws of the State of Florida, and having its principal office at City Hall, 3500 Pan American Drive, Miami, Florida 33133 (hereinafter the "Client"), and Daub Firmin Hendrickson Sculpture Group, LLC, 650 Vincente Avenue, Berkeley, CA 94707, (hereinafter the "Artists"). 1. DESCRIPTION OF WORK. Artists sh::l i perform the f. :lowing services for the Client in accordance with the following described plans and/or specifications: "Tuttle sculpture" refers to the bronze sculpture to be installed on the River Walk, located at , Miami, Florida (hereinafter the "site"). The artwork to be produced by the Artists is referred to variously as "sculpture" or "figure". "Maquette" refers to the small-scale original clay model of the sculpture. The final bronze sculpture will be based on the maquette. See: Scope of Work for the Tuttle sculpture is attached as Attachment A and incorporated by this reference. Artists further represent that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time those services are performed. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Artists shall begin the work described in Section I in accordance with its terms. M. COMPENSATION. A. The Client shy:i.i pay the Artists, the amounts and upon completion of the milestones detailed in Milestone Rev ew and Payment Schedule, if the Client accepts those tasks as complete, attached as Attachment B and incorporated by this reference. 08._ 0057,5- ris9 rec 141 crif-S(iS ARTISTS' SERVICES AGREEMENT - Page 1 of 15 Daub Firn,in Hendrickson Sculpture Group May 19, 2008 B. Any reasonable expenses incurred by the Artists that are not covered in paragraph A of Section III (Compensation), shall be reimbursable to the Artists by the Client. C. Except for the initia payment to be made at the signing of the contract, the Artists shall submit invoices to the Client for work performed, for advances on subcontractor expenses, and for reimbursable expenses, and a final bill upon completion of all services described in this Agreement. The Client shall provide payment within thirty (30) days of receipt of an invoice. If the Client objects to all or any portion of an invoice. it shall notify the Artists and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. D. Sales Taxes. No sales taxes are anticipated to be owed as a result of the work performed under this contract. However, to the extent that any sales taxes are incurred, Client is responsible for them. E. No expenses incurred by the Client are the responsibility of the Artists. Such expenses include, but are not limited to travel expenses incurred for reviews of Artists' work, and any assistance rendered to the Artists by workers associated with the Tuttle sculpture. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor -Employer Relationship will be created by this Agreement and that the Artists have the ability to control and direct the performance and details of their work, the Client being interested only in the rest' .:s obtained under this Agreement. V. TERMINATION. If either party hereto shall materially breach any of its obligations under the terms of this Agreement, and if such breach is not cured within thirty days of the non -breaching party sending written notice of such breach to the breaching party, then the non -breaching party shall have the right to terminate this Agreement effective immediately. In the event of termination by Artists for cause, Artists shall retain all rights to all original designs and materials created by the Artists under this Agreement, and the Client shall have no rights of possession or use rights of said designs and materials, including to any Artists copyrights, without the express permission of the Artists. Termination of this Agreement shall be without prejudice to any rights or remedies which such parties may have against the other under this Agreement, at law, in equity or otherwise. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Artists, its subcontractors, or any person acting on behalf of the Artists or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any ARTISTS' SERVICES AGREEMENT - Page 2 of 15 Daub Firmin Hendrickson Sculpture Group May 19, 2008 sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. V.II. INDEMNIFICATION. Artists shall defend, indemnify and hold the Client, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Artists' performance of this Agreement, except for that portion of the injuries and damages caused directly by the Client's sole negligence. Pursuant to the limitations found in Section 768.28, F.S., the Client shall defend, indemnify and hold the Artists. its members, officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of the Client's direct and sole negligence in its performance of this Agreement, The provisions of this section shall survive the expiration or termination of this Agreement. VIII. EXCHANGE OF INFORMATION. The Client will provide its best efforts to provide reasonable accuracy of any information supplied by it to Artists for the purpose of completion of the work under this Agreement. is to be the primary Client contact and authorized representative for approvals required under this Agreement. Rob Firmin is to be the primary Client contact and authorized representative for the Artists for approvals required under this Agreement. IX. CLIENT'S RIGHT OF INSPECTION. Even though Artists is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the Client has the general right to see that the finished work is in substantial compliance with the specs. X. SITE PREPARATION/ARTISTS' RIGHT OF ACCESS. Client shall have the site prepared for delivery and installation as provided in Attachments A and B hereto. Client hereby grants the Artists right of entry to the Client site, and will facilitate said access for all work purposes, including but not limited to the purposes of examination, photography, measurement. This right is only limited by reasonable rules of safety and schedule as established by the Client and its construction contractors. XI. RISK OF LOSS. Artists shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work that takes place on a site other than one controlled by the Client, and Artists shall utilize all protection necessary for that purpose. All work done off any Client- or Client -owned or controlled site shall be done at Artists' own risk, and Artists shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. However, when Artists work is to be performed on a Client- or Client -owned or controlled site, or Artists' work requires that ARTISTS' SERVICES AGREEMENT - Page 3 of 15 Haub Firmin Hendrickson Sculpture Group May 19, 200 - the Client or Client agents prepare- suhh site for delivery and/or installation of Artists' work, the Client shall be responsible for the safety of Artists and Artists' employees, agents, and subcontractors in the performance of the contract work that takes place on said site, and for the safekeeping on the subject work if it is stored on said site pending installation. In the event that the site has not been adequately prepared for receipt of the work as scheduled, or delivery or installation is delayed due to a failure on the part of the Client or its subcontractors, then the Client shall promptly act to address the problem(s) identified by Artists, and the Client shall be responsible for any reasonable costs incurred by Artists occasioned by said delay, including Artists' additional time on a time and materials basis. The Client assumes all risks of loss associated with the work once it has been installed, to Client's satisfaction, at the site. XII. ORIGINAL ARTWORK CREATION. The Artists' services under this Agreement anticipate Artists' creation of original artwork in the form of original designs in sufficient detail and scale so that the Artists or his/her agents or assigns can fabricate and install the Artists' specific original creation. In that even. the following terms and conditions shall apply to that portion of the Artists' work under this Agreement that is directly related to the Artists' creation of original artwork: A. Original Artwork. Artists' work product under this Agreement constitutes original artwork. B. Title to Original Artwork. In the event the Client approves Artists' deliverable as provided herein, and authorizes funds for the fabrication and installation of the Artists' original artwork are fully paid to Artists, the Client shall then own the original artwork created by Artists. C. Retention of Rights and Issuance of License. In the event that the original artwork is created by the Artists as anticipated herein, the Artists retains all rights he or they may be entitled to pursuant to the Copyright Act of 1976, 17 U.S.C. § 101, et seq.. and all other rights in and to the original artwork, except ownership and possession. Because the original artwork in its final dimension shall be unique, the Artists shall not make any additional exact duplicate or three- dimensional full-size bronze reproductions of the original artwork or permit others .to do so except by written permission of the Client. The Artists grants to the Client and its assigns an irrevocable license to reproduce the original artwork in print and on any Client -controlled websites for non-commercial purposes of promotion, publicity, education, or exhibition of the original artwork. The Client shall ensure that all reproductions of the original artwork contain a credit to the Artists and a copyright notice substantially in the following form: "Copyright, Artists' name, all rights reserved, date," in such a manner and location as shall comply with the U.S. Copyright Laws. Any use of the reproduction of the artwork that is not directly related to the Client and/or in any revenue generating or for profit manner shall be subject to Artists' advance approval and Artists shall be entitled to reasonable royalties or additional usage fee in such case. ARTISTS' SERVICES AGREEMENT - Page 4 of 15 Daub Firmin Hendricks.- Sculpture Group May 19, 2008 (i) Pursuant to the Artists' rights as provided above, but notwithstanding anything in this Section XII, to the contrary, it is understood by the parties that the Client shall have a right to order copies of the maquettes or reproductions of the artwork at other scales from the Artists. A reasonable price shall be determined by the parties for such reproductions. The Client shall be responsible for storage and maintenance of the sculpture's full-sca'e molds. U. Ownership of Documents, Mode:; With the exception of the maquette molds which the Artists shall retain, all studies, drawings, designs of original artwork prepared and submitted under this Agreement shall belong to the Client upon fu?.i performance of this Agreemer,' by the Client. Notwithstanding the Client's right to possession of these original documents, the Artists may keep a set of said documents, up to three (3) copies of the maquettes, and working fragments for personal and/or portfolio purposes. Tr: - Client shall ensure that all studies and drawings of original artwork contain a credit to the Artists and a copyright notice substantially in the fc ;:owing form: "Copyright, Artists' names, all rights reserved, date," in such a manner and location as shall comply with the U.S. Copyright Laws. E. Intellectual Property. If for any reason the proposed design is not implemented, all rights to the proposed Artists' uriginal artwork shall be recognized as the Artists' intellectual property and protected from infringement in accordance with Federal Law. F. Acknowledgement of Work. Artists' work will be acknowledged with a permanent -bronze named -credit plaque on site in proximity to the work in a manner and form to be mutually agreed by the parties. The Tuttle sculpture shall bear the Artists' signatures. The parties further agree that Artists shall be invited to attend the dedication ceremony and shall participate reasonably in associated public events. And the Client shall reimburse Artists for all reasonable costs incurred in conjunction with such participation. G. Limited Warranty. Artists warrants that the original artwork will be free from defects in material and workmanship for one year from the date of delivery to the Client, assuming normal change of the patina outdoors, especially for sculptures near water, and assuming the Client maintains the sculpture according to the Maintenance Plan attached as Attachment C and incorporated by this reference. Artists recommend the 4-t - per year procedure. Within these limitations, if any part of the original artwork is found to be defective during the warranty period, the C':...;nt's sole and exclusive remedy will be repair or replacement, at the Artists' option and expense, of the defective part. This warranty does not apply in cases of abuse, mishandling or unauthorized repair. Any implied warranty, including that of merchantability or fitness for a ARTISTS' SERVICES AGREEMENT - Page 5 of 15 Daub Firmin Hendrickson Sculpture Group May 19, 2008 particular purpose, is hereby limited in duration to the appropriate warranty period set forth above. In no event shall the Artists be liable for any consequential or incidental damages attributable to the original artwork. I. Alteration of the Work or of the Site. The Client agrees that it will not alter. modify, change or repair Artists' original artwork without first attempting to obtain the prior written approval of the Artists. In the event of any repair effort, the Artists shall have the right to consult or participate in affecting repairs, subject to Artists' right to receive reasonable fees for such time and efforts. 1. Surviving Covenants. The covenants and obligations set forth in this Section XIII shall be binding upon the parties, their heirs, legatees, executors, administrators, assigns, and all their successors in interest, and the Client's covenants do attach and run with the Artists' original artwork and shall be binding to and until twenty (20) years after the death of the last survivor among the three Artists. XIII. AUDIT AND INSPECTION RIGHTS: A. The Client may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the Client to Artists under this Agreement, audit, or cause to be audited, those books and records of Artists, which are related to Artists' performance under this Agreement. Artists agree to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. B. The Client may, at reasonable times during the term hereof, inspect Artists' facilities and perform such tests, as the Client deems reasonably necessary, to determine whether the goods or services required to be provided by Artists under this Agreement conform to the terms hereof and/or the terms of the Solicitation Documents, if applicable. Artists shall make available to the Client all reasonable facilities and assistance to facilitate the performance of tests or inspections by Client's representatives. All tests and inspections shall be subject to and made in accordance with, the provisions of Section 18-100 of the Code of the City of Miami, Florida, as same may be amended or supplemented, from time to time. XIV. AWARD OF AGREEMENT: Artists represent and warrant to the Client that it has not employed or retained any person or company employed by the Client or City of Miarni to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. XV. PUBLIC RECORDS: Artists understands that the public shall have access, at all reasonable times, to all documents and information pertaining to Client contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by ARTISTS' SERVICES AGREEMENT - Page 6 of 15 Daub Firmin Ilendrickson Sculpture Group May 19, 2(. 8 the Client and the public to nil documents subject to disclosure under applicable law. Artists" failure or refusal to comply with the provisions of this section shall result in the irnmediate cancellation of this Agreement by the Client. XVI. INSURANCE: Artists shall, at all times during the term hereof, maintain such insurance coverage as may be required by the Client, as set forth in Attachment D and incorporated by this reference. All such insurance, including renewals, shall be subject to the approval of the Client for adequacy of protection and evidence of such coverage shall be furnished to the Client on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the Client. Completed Certificates of Insurance shall be filed with the Client prior to the performance of services hereunder, provided, however, that Artists shall at any time upon request file duplicate copies of the policies of such insurance with the Client. if, in the judgment of the Client, prevailing conditions warrant the provision by Artists of additional liability insurance coverage or coverage which is different in kind, the Client reserves the right to require the prov on by Artists of an amount of coverage different from the amounts or kind previously re wired and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Artists fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the Client's written notice, this Contract shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. XVII. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. XVIII. MISCELLANEOUS PROVISIONS. A. Non -Waiver of Breach. The failure of the Client to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. R. Force Majeure. In the event that any scheduled work effort is delayed due to restrictions of government agencies, labor disputes, strike, epidemic, earthquake, war or other Act of God beyond the reasonable control of the parties, neither party shall be held accountable to the other for any delays or damages arising out of such occurrences, except that Artists shall be entitled to compensation due for all work performed to any date of cancellation of this contract due to an Act of God that makes full performance of the Agreement ARTISTS' SERVICES AGREEMENT - Page 7 of 15 Daub Firmin Hendrickson Sculpture Group May 19, 2008 impossible; however; in the event of mere delay on the part of Artists due to force majeure, the term of this agreement may be extended for a reasonable time thereafter for the purpose of completing the contracted work. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. If the parties are unable to settle any dispute, difference or claim arising from the parties' performanc of this Agreement, such matters shall be submitted to mediation under the mediation Procedures of the American Arbitration Association. If mediation is not successful in resolving the entire dispute, any outstanding issues shall be submitted to final and binding arbitration in accordance with the rules of that program. The arbitrator's award shall be final, and judgment may be ent..red upon it by any court havi-ig jurisdiction thereof. In any such mediation, arbitration or ensuing litigation, the parties shall pay their own legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to the fees and costs of the arbitration_ proceeding. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed below, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. (a) In the case of a notice or communication to the Artists, to: Rob Firmin Daub Firmin Hendrickson Sculpture Group, LLC 650 Vincente Avenue Berkeley, CA 94707 510 524 2235 (telephone) 415 520 5150 (facsimile) (b) In the case of a notice or communication to the City, to: City of Miami Attention: City Manager Miami Riverside Building, loth Floor 444 S.W. 2nd Avenue Miami, Horida 33130 City of Miami Commission on the Status of Women Attention: Program Director Miami Riverside Building, loth Floor 444 S.W. 2nd Aven.;e ARTISTS' SERVICES AGREEMENT - Page 8 of 15 Daub Firmin Hendrickson Sculpture Group May 19, 2008 Miami, Florida 33130 With a copy to: City Attorney City of Miami Miami Riverside Building, 9th Floor 444 S.W. 2nd Avenue Miami, Florida 33130 E. Assignment. Any assignment of This Agreement by either party without the written consent of the non -assigning party shall be void. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no fu;-ther assignment shall be made without : ditional written consent. Notwithstanding the above, Artists has the right to assijn Artists' rights and obligations under this Agreement to an entity in which Artists holds a controlling ownership interest, with the Client's written permission. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the Client and Artists. G. Entire Agreement. The written provisions and terms of this Agreement, together with any attached Exhibits, shall supersede all prior verbal statements of any officer or other representative of the Client, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any ': -►guage in any of the Exhibits to _is Agreement conflict with any language co] tained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with L..ws. The Art sts agrees to comply with all federal, state. and municipal laws, rulesand regi ations that are now effective or in the future become applicable to At—sts. business, equipment, and personnel engaged in operations covered by this Agreeme_ : 3r accruing out of the performance of those operations. ARTISTS' SERVICES AGREEMENT - ; age 9 of 15 Daub Firmin Hendrickson Sculpture Group May 19, 200' IN WITNESS, the parties below exec]:. c; this A.: reement, wl Hh shall become effective on the last date entered oelow. CITY OF MIAMI, a municipal corporation of the State of Florida ATTEST: By: Priscilla A. Thompson, City Clerk By: Pedro G. Hernandez, City Manager ATTEST: By: Print Name: Title: By: Print Name: Title: APPROVED AS TO FORM AND CORRECTNESS APPROVED AS TO INSURANCE REQUIREMENTS Julie O. Bru, City Attorney LeeAnn Brehm Administrator Risk Ma;adement Division THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT ARTISTS' SERVICES AGREEMENT - Page 10 of 15 Daub Firmin HendricksonMay 19, 2008 ATTACHI►✓IENT A 'E OF WORK FOR TUTTLE SCULPTURE • Sculpt a mai tuette on which the fu: [-size sculpture will be based • Sculpt and produce 1 approximately 10 foot sculpture of Julia Tuttle, to be cast in bronze at foundry of Artists' choice * • Deliver the bronze sculpture to the site • Install the bronze sculpture at the site • The Artists may employ subcontractors for any or all of these tasks, except for the sculpting. • '`approximately", because while bronze shrinkage is anticipated, it is not precisely predictable, THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT MENT ARTISTS' SERVICES AGREEMENT - Page 11 of 15 Daub Firmin Hendrickson Sculpture Group May 19, 2008 ATTACHMENT B MILESTONE REVIEW AND PAYMENT SCHEDULE Reviews ensure that the Artists and Client are in agreement about each completed stage of work, and about the next stage to be performed. Payments are scheduled to ensure that the Artists have funds on hand to produce the sculpture without unnecessary delay. Table I lays out the sequence for milestones and payments to the Artists from the Client. Depending on contract signing, installation could land between March and June 2009. Table 1 PAYMENT MILESTONE WEEKS AFTER PAYMENT Sign Contract (no invoice require4 0 $36,000 Approval of Final Maguette 11-16 $36,000 Review of Full -Size Pre -Bronze Sculpture 23-34 $36,000 Patina Review of Bronze Sculpture 39-54 $36,000 Installation of Sculpture 40-56 $36,000 Payment -Milestone Definitions: Sign Contract. Signing of this contract document. Method of Review(s). At the option of Client representative(s), any or all reviews may be conducted either by a) viewing photographs; or b) in person at one of the Artists' studios or at one of the other places at which Artists execute sculpture work. Approval will be given in writing immediately upon approval, to avoid project delays. Client Representative(s). Client representative(s) are responsible for conducting all reviews. Identity of the Client representative(s) is to be determined by the time the contract is signed. Advice: appoint a small number of reviewers to avoid project delays. Reliance on Reviews and Change Orders. Once a review is conducted and approved, the Artists can rely on such approval and no substantive changes or alterations may be requested or required by the Client without the express approval of the Artists. Artists have the right to charge additionally for change o ders, using reasonable standards of practice. Change orders may force alteration of a :ivery dates. Approval of Final Maquette. Refers to clay maquette on which sculpture will be based. Review of Full -Size Pre -Bronze Sculpture. Review by Client representative(s) of the full-size pre -bronze Tuttle figure, before it enters the full-size mold -making process. Patina Review of Sculpture . Review by Client representative(s) of the full-size bronze Tuttle figure and its patina, before it is shipped to the site. Installation of Sculpture. Installation of final sculpture at the Client site. ARTISTS' SERVICES AGREEMENT Page 12 of 15 Daub Firmin Hendrickson Sculpture Group ATTACHMENT C May 19, 2008 MAINTENANCE PLAN [As Provided by Artworks Foundry, Berkeley, CA] MAR-03-2006 09:OO PH ARTWORKS FOUNDRY ? 510 644 069E CARING FOR BRONZE PATINAS aroma, like most metals wants to oxidize with time The same way steel rutite, bronze wants to darken or turn gram dttpending on its environment With regular maintenance you can exliarAt Iha brer of the petin r for many years. The maintenance of bronze should consist of leaning end re -waxing. Location and climate conclliions will cleterrrnine now often meirrlanente will be required, In general, outdoor }aces should be rheintafnet! 2 to 4 times a year and Indoar paces once or twice a yew Ames with harsh clirtmate conditions will require a more frequent maintenance program. 1. Cleaning; The first Steep in oaring for your sculpture is keeping the piece clean. You can do this with a dual rag, soft Shoe, brush, or duster. it heavy cleaning Fa required, use a mMki Soap such as nawn with water and a soft Cloth, Wipe loan area dry with a rag then allow the sculpture to au cornpletely dry before moving on. DO NOT use any type of oeaneer or solvent to icieen your sculpture. Cttooaing se, wax: In general you want to use a dew camauba paste wasc. "Slue Label paste Wax' Seems 1>U work the best for all patinas. It goes on »Slily end buffs out really clean. Another choice which is easier t° find al most hardware stores Is `irewax'. Trewax often loves a white reakiue in the k>ws Of the sculpture. This can easily bo buffed out with a shoe brush. For black, brown, and gold patinas you can use "Johnear►$ Trek Wesx". it goes on easily and buffs out Mostly. Johnson's paste wax io not reCommendad for mufti colored patinas. It will often +detic+en brigl'it and delicate patinas. 3. Wes: Using a 2" to 3" round pastry brush (Or a paintbrush),, stipple a thn even layer of paste wa)t on the bronze. Lightly wipe off excess wax with a soft nth. Let the wax dry to se, matte color then butt out with a clean clofh ID brsrtg Out 00 luster Of tile bronze. If desired. you Gen add a second coal of wax for gloss and added protection. This will also help even out the coat of wax if necessary. There is no danger In waxing the sculpture too otters,. Outdoor Sculptures Whether you want your sculpture to age naturally or wish .to preserve the artist's original patina you shauki keep the piece dears and free of dirt. Avoid water from:spri nldera, In areas that collect water after rain, wipe dry or drill a few weep holies to prevent water damage You're dome. Enjoy! 729 }YEINZAVENUE # 10 - BER.S LEY, CALIFORNIA947xu TEL (;5io) 644-2735 - FAX (51o) 644.0696 INPOr ARTWORKSPOl1'NDRY.CO1,!Y-'WWW.4RTW&R.KSVOLINfRY.COM. z 0 IX O. W a ARTISTS' SERVICES AGREEMENT - Page 13 of 15 Daub.Firmin Hendrickson Sculpture Group May 19, 2008 ATTACHMENT C — LNSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE- DAUB FIRMIN HENDRICKSON SCULPTURE GROUP, LLC. Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 Endorsements Required City of Miami included as an Additional Insured Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 Endorsements Required City of Miami included as an Additional Insured Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit 0 -)< z tz Lio�0 CU ZD UJ C7 LU a133 o z Ld H a ARTISTS' SERVICES AGREEMENT - Page 14 of 15 Daub Firmin Hendrickson Sculpture Group May 19, 2008 Companies authorized to do business in the State of Florida Fvith the following qualifications, shall issue all insurance Policies required above: The company must be rated no loss than ':A,: as to Management, and no less than "Class V" as to Financial Strength by the latest edition of Best Insurance Guide, published by A.M. Best Company Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Company shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within 30 days of the change. City, acting through its Risk Management Administrator expressly reserves the right to request from Permitee/Operator increase, change or otherwise modify the insurance coverage, or furnish at its own expense additional, or other insurance coverage (naming the city as additional insured) separate from the insurance required by this agreement. Such request when made in writing will be complied with in the same manner as the insurance currently required herein and will be subject to all provisions of this section. THIS DOCUMENT IS A SIJ STITU T-ION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT ARTISTS' SERVICES AGREEMENT - Page 15 of 15 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL REF'' .ti •I- r D OF THI q ACORDTM. CERTIFICATE OF LIABILITY It-.SUF E::..E DATE (MM/DOJYYYY) 0512012008 PiODUCEP HAMMOND, MARTIN, WALSH & SMITH INS. BROKERS 117 PAUL DRIVE SAN RAFAEL CA 94903 Agency Lic#: 0733301 INSURED INSURER A: HARTFORD CAI IALTY DAUB FIRMIN HENDRICKSON SCULPTURE GROUP LLC INSURER B: 660 VINCENTE AVENUE BERKELEY CA 94707 INSURER C: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION O ..Y AND CONFERS NJ RIGHTS 4 THE CERTIFICATE IOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE P FFOPr-n BY THE POLICIES BL,LOW. INSURERS AFFORDING COVERAGE INSURER Q: INSURER E: NAIC # COVERAGES THE ANY MAY POLICIES iNSR LTR POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDL INSRCI TYPE OF INSURANCE POLI„Y EFFECTIVE POLICY EXPIRA. ON POLICY NUMBIER DATE MM/DD/YY) DATE tMM)DD/YY LIMITS GENERAL UABILITY 72SBM1A0603 03/21/08 03/21/09 I EACH OCCURRENCE 3 2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED I g 300,000 PREMI:,ES (Ea occurence) CLAIMS MADE X I OCCUR MED EXP (Any one person) 1 $ 10 000 I PERSONAL & ADV INJURY $ 2,000,000 ((j GENERAL AGGREGATE i5 4,1000,000� GE AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG. S 4,000,000 PRO- . POLICY I JECT I LOC AUTp11O8ILELIABILITY 72SBMII'='... 03/21/08 03/21J09 COMBINED SINGLE LIMIT ■ ANY AUTO (Ea accident) S 2,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) A X HIRED AUTOS BODILY INJURY X NON -OWNED AUTOS (Per accident) — — — PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT m ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ ,.,--, EXCESS 1 UMBRELLA LIABILITY 7258MIA0603 — 03/21/08 + 03/21,09 EACH OCCURRENCE S 1,000,000 X OCCUR r CLAIMS MADE I I AGGREGATE $ 1,000,000 A 1. $ — DEDUCTIBLE $ 1-T( RETENTION $ 10,000 $ WORKERS COMPENSATION AND TO YRv LIMITLIMITS I OFHER ,EMPLOYERS' UAI3IUTY ANY PROPRIETORIPARTNER!EXECUTNE I 1 E.L. EACH ACCIDENT S �S OFFICEREMBLR EXCLUDED? LE E.L. DISEASE -EA EMPLOYEE I, yes, describe under SPECIAL PRONSIONS be?rw 1 E.L. DISEASE -POLICY LIMIT S ( OTHER'. 1 I i DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/L .:FUSIONS ADDED ',3Y ENDORSEMENT/ SPECIAL PROVISIONS CITY OF MIAMI I5 ADDED AS ADDITIONAL INSURED UNDER GENERAL AND AUTOMOBILE LIABILITY FOR LIABILITY ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED. CERTIFICATE HOLDER CANCELLATION MIAMI-DADE COUNTY COMMISSION FOR WOMEN 111 NW 1ST STREET, SUITE 660 MIAMI, FL 33128 Attention: ALL YSONAl, WARREN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE RY A. WALSH ACORD 25 (2001/00 Certificate # 39659 ©ACORD CORPORATION 1988 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOC LI MENT POLICY NUMBER: 72SBM1A0603 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: MIAM1-DADE COUNTY COMMISSION FOR WOMEN AND THE CITY OF MIAMI 111 NW 1ST STREET, SUITE 660 MIAMI, FL 33128 (If no entry appears above, information required to complete this endorsement will be shown ,r, the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured tht: person or organization shown in the Schedule as an insured but only with respect to liability arising out of yc:.ir operations or premises owned by or rented to you. CG 20 26 11 85 Copyright. Insurance Services Office, Inc., 1934 Page 1 of 1 Certificate # 39659 SUBSTITUTED Jonah Hendrickson Sculpture Studio, LLC ARTISTS' SERVICES AGREEMENT between City of Miami and kanah Hendrickson Sculpture Studio, LLC THIS A REEMENT is made between City of Miami, a municipal corporation organized and ex: Ling under the laws of the State of Florida, and having its principal office at City Hall, 500 Pan American Drive, Miami, Florida 33133 (hereinafter the and Jonah endrickson Sculpture Studio, LLC, 4120 Montgomery Street, Oakland, California 9461 I , (hereinafter the "Artists"). 1, :DESCRIPTIOF WORK. Artists shall perform the lowing services for the Client in accordance with the following described plans and/or sp ifications: "Tuttle sculpture" refers to the bronze sculpture to be installed on the River Walk, located at , Miami, Florida (hereinafter the T h z. artwork to be produced by the ists is referred to variously as "sculpture" or "figure". "Maquette" refers to the small-scale origin.clay model of the sculpture. The final bronze sculpture will be based on the Maquette. The Scope of Work for the Tuttle sculpture is attached hereto as Attachment A and acorporated herein by this reference. fists further represent that the services furnished under his Agreement will be performed in accordance with generally accepted professional pra ices in effect at the time those services are performed. H. TIME OF COMPLETION. Upon the effective date of tb.is Agreement, Artists shall begin the work described in Section I in accordance with its tern.. . III. COMPENSATION. A. The Client shall pay the Artists, in the amounts and upon completio of the milestones detailed in Milestone Review and Payment Schedule attached. Attachment B and incorporated by this reference, if the C1; .°nt accepts those tasks as complete. AB_ STS' SERVICES AGREEMENT - Page 1 of 15 SUBSTITUTED Jonah Hendrickson Sculpture Studio, LLC B. Any reasonable expenses incurred by the Artists that are not covered in paragraph A of Section III (Compensation), shall be reimbursable to the Artists by the Client. C. Except for the initial payment to be made at the signing of the contract, the ists shall submit invoices to the Client for work performed, for advances on ontractor expenses, and for reimbursable expenses, and a final bill upon co .letion of all services described in this Agreement. The Client shall provide paym- t within thirty (30) days of receipt of an invoice. If the Client objects to all or . portion of an invoice, it shall notify the Artists and reserves the option to only pa that portion of the invoice not in dispute. In that event, the parties will immediate) ake every effort to settle the disputed portion. D. Sales Ta es. No sales taxes are anticipated to be owed as a result of the work performed . er this contract. However, to the extent that any sales taxes arc incurred, Client ila.responsible for them. E. No expenses inced by the Client are the responsibility of the Artists. Such expenses include, but a not limited to travel expenses incurred for reviews of Artists' work, and any ass lance rendered to the Artists by workers associated with the Tuttle sculpture. IV. INDEPENDENT CONTIiCTOR. The parties intend that an Independent Contractor -Employer Relationship will be created by this Agreement and that the Artists have the ability to control and d= ,ct the performance and details of their work, the Client being interested only in the result' -,btained under this Agreement. V. TERMINATION. If either party hereA shall materially breach any of its obi= >ns under the terms of this Agreement, and if :ch breach is not cured within thirty days of the non -breaching party sending written notice of such breach to the breaching party, then the non -breaching party shall have `the right to terminate this Agreement effective immediately. The Cli,z.nt shall have the right to terminate this Agreement at any, time for any reason within thirty days written notice to the Artists. In the event of such 'termination, Artists shall retain all rights to all original designs and materials created by the`A.rtists under this Agreement, and the Client shall have no rights of possession or use rights of said designs and materials, including to any Artists copyrights, without the express permission of the Artists In the event of termination by Artists for cause, Artists shall retain all rights to all original designs and materials created by the Artists under this Agreement, and the Client si}all have no rights of possession or use rights of said designs and materials, including to Artists copyrights, without the express permission of the Artists. ARTISTS' SERVICES AGREEMENT - Page 2 of 15 Jonah Hendrickson Sculpture Studio, LLC SUBSTITUTED Termination of this Agreement shall be without prejudice to any rights or remedies which such parties may have against the other under this Agreement, at law, in equity or therwise. VI. DISCRIMINATION. In the hiring of employees for the performance of work der this Agreement or any subcontract, the Artists, its subcontractors, or any personating on behalf of the Artists or subcontractor shall not, by reason of race, religion, c lor, sex, age, sexual orientation, national origin, or the presence of any sensory, medal, or physical disability, discriminate against any person who is qualified and available to,perform the work to which the employment relates. VII. INDEMNIFICATION. Artists shall defend, indemnify and hold the Client, its officers, ohicials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connion with the Artists' performance of this Agreement, except for that portion of the injuries and damages caused directly by the Client's sole negligence. Pursuant to the limitations four in Section 768.28, F.S., the Client shall defend, indemnify and hold the Artists, its i embers, officers, officials, employees, agents and volunteers harmless from any and all cLims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising cot of the Client's direct and sole negligence in its performance of this Agreement. The provisions of this section shall survive the expiration or termination of this Agreement. \ V : E: CHANGE OF INFORMATION. e Client will provide its best efforts to provide reasonable accuracy of any information .upplied by it to Artists for the purpose of completion of the work under this Agreement. is to be the primary Client contact and authorized representative for approvals required under this Agreement. Jonah Hendrickson is the primary general contact for the Artists and authorized representative for approvals required under this Agreennt. IX. CLIENT'S RIGHT OF INSPECTION. Even tha=:ugh Artists is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the Client has the L,, geral right to see that the finished work is in substantial compliance with the specs. SITE PREPARATION/ARTISTS' RIGHT OF ACCESS. Chen hall have the site prepared for delivery and installation as provided in Attachments A and hereto. Client hereby grants the Artists right of entry to the Client site, and will facilita' said access for all work purposes, including but not limited to the purposes of examination, photography, measurement. This right is only limited by reasonable rules of safety and schedule as established by the Client and its construction contractors. ARTISTS' SERVICES AGREEMET,7 , Page 3 of 15 SUBSTITU UTEO kit Jonah Hendrickson Sculpture Studio, LLC X.I. RISK OF LOSS. Artists shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work that takes place on a site other than one controlled by the Client, and protection shall utilize all necessary for that purpose. All work done off any Ghent- or Client -owned or controlled site shall be done at Artists' own risk, and Artists shall ke responsible for any loss of or damage to materials, tools, or other articles used or held f use in connection with the work. However, when Artists work is to be performed, on a Client- or Client -owned or controlled site, or Artists' work requires that the Client `or Client agents prepare such site for delivery and/or installation of Artists' work, the Cft nt shall be responsible for the safety of Artists and Artists' employees, agents, and sub antractors in the performance of the contract work that takes place on said site, and for e safekeeping on the subject work if it is stored on said site pending installation. In theent that the site has not been adequately pret\<;d for receipt of the work as scheduled, or delivery or installation is delayed due to a failure on the part of the Client or its subcontractors, then the Client shall promptly act to address the problem(s) identified by Artists, and Client shall be responsible for any reasonable costs incurred by Artists occasioned by s ' delay, including Artists' additional time on a time and materials basis. The Client ass :-nes all risks of loss associated with the work once it has been installed, to Client's satisfaon, at the site. :II. ORIGINAL ARTWORK CREATION. The Artists' services under this Agreement anticipate Artists' creation of original artwork in the form of original designs in sufficient detail and scale so that the Artists or his/her agents or assigns can fabricate and install the Artists' specific original creation. In that event, , ie following terms and conditions shall apply to that portion of the L�ists' work under this Agreement that is directly related to the Artists' creation of original arwork: A. Original Artwork. Artists' work product under this Agreement constitutes original artwork. B. Title to Original Artwork. In the event the Client approves Artists' deliverable as provided herein, and authorizes fun for the fabrication and installation of the Artists' original artwork which are lly paid to Artists, the Client shall then own the original artwork created by Artists, C. Retention of Rights and Issuance of License. In the evet that the original artwork is created by the Artists as anticipated herein, the Artists"Wains all rights he or they may be entitled to pursuant to the Copyright Act of 197, 17 U.S.C. § I01, et seq., and all other rights in and to the original artwork, excep'kownership and possession as provided herein. Because the original artwork in its final dimension shall be unique, the Artists shall not make any additions exact duplicate or three-dimensional full-size bronze reproductions of the on inal artwork or permit others to do so except by written permission of the Client. e Artists grants to the Client and its assigns an irrevocable license to reproduce th original artwork in print and on any Client -controlled websites for non- commercial purposes of promotion, publicity, education, or exhibition of the ARTISTS' SERVICES AGREEMENT - Page 4 of 15 SUBSTITUTED Jonah Hendrickson Sculpture Studio, LLC original artwork. The Client shall ensure that all reproductions of the original artwork contain a credit to the Artists and a copyright notice substantially in the following form: "Copyright, Artists' name, all rights reserved, date," in such a manner and location as shall comply with the U.S. Copyright Laws. Any use of the reproduction of the artwork that is not directly related to the Client and/or in any revenue generating or for profit manner shall be subject to Artists' advance pproval and Artists shall be entitled to reasonable royalties or additional usage f_ in such case. (t) Pursuant to the Artists' rights as provided above, but otwithstanding anything in this Section XIII to the contrary, it is ur_4erstood by the parties that the Client shall have a right to order copies of t;: maquettes or reproductions of the artwork at other scales from the Artists. A reasonable price shall be determined by the parties for such reproduct ons. (ii) The Client shall be responsible for storage and maintenance of the sculpture's fu`?-scale molds. fa. Ownership of Documents, Models. With the exception of the maquette mol s which the Artists s o,a1l retain, all studies, drawings, designs of original rtwork prepared and submi.ttied under this Agreement shall belong to the Client upon full performance of this Agreement by the Client. Notwithstanding the ;lient's right to possession of the original documents, the Artists may keep a set said documents, up to three (3) c=.i+ies of the maquettes, and working fragments for personal and/or portfolio purpose-. The Client shall ensure that all studies and drawings of original artwork contain a'cr'�dit to the Artists and a copyright notice substantially in the following form: "Copyright, Artists' names, all rights :served, date," in such a manner and loc. ion as shall comply with the U.S. �opyright Laws. E. Intellectual Property. If for any reaso). : the proposed design is not implemented, all rights to the proposed Artists' original artwork shall be :cognized as the Artists' intellectual property and prol.ccted from infringement in accordance with Federal Law. a . Acknowledgement of Work. Artists' work will be knowledged with a permanent -bronze named -credit plaque on site in proximity o the work in a manner and form to be mutually agreed by the parties. The Tutt'e sculpture shall bear the Artists' signatures. The parties further agree that Artists s r-,11 be invited to attend the dedication ceremony and shall participate reasonably i associated public events. And the Client shall reimburse Artists for all reasonable costs incurred in conjunction with such participation. G. Limited Warranty. Artists warrants that the original artwork will be' ee _om defects in material and workmanship for one year from the date of delive to the Client, assuming normal darkening of the patina outdoors, especially for ARM'::: `:" SERVICES AGREEMENT - Page 5 of 15 SUBSTITUTE] Jonah Hendrickson Sculpture Studio, LLC sc.lptures near water, and assuming the Client maintains the sculpture according to the Maintenance Plan attached as Attachment C and incorporated by this reference. Artists recommend the 4-times per year procedure. Within these :limitations, if any part of the original artwork is found to be defective during the w: .-cranty period, the Client's sole and exclusive remedy will be repair or replacement, at the Artists' option and expense, of the defective part. T warranty does not apply in cases of abuse, mishandling or unauthorized repair_ Any implied warranty, including that of merchantability or fitness for a .)articular purpose, is hereby limited in duration to the appropriate warranty period set forth bove. In no event shall the Artists be liable for any consequential or incidental ages attributable to the original artwork. Alteratio,Q of the Work or of the Site. The Client agrees that it will not alter, modify, cha, a or repair Artists' original artwork without first attempting to obtain the prior wri:.Pn approval of the Artists. In the event of any repair effort, e Artists shall have right to consult or participate in affecting repairs, subject to Artists' right to receiv reasonable fees for such time and efforts. 1. Surviving Covenar:'s, The covenants and obligations set forth in this Section XIII shall be binding ' ,..:7on the parties, their heirs, legatees, executors, administrators, assigns, and all .'heir successors in interest, and the Client's covenants do attach and run with tha Artists' original artwork and shall be binding to and until twenty (20) years after thexl_eath of the artist. XIII. AUDIT AND INSPECTION RIGHTS: A. The Client may, at reasonable times, Li;d for a period of up to three (3) years following the date of final payment by zhe Client to Artists under this Agreement, audit, or cause to be audited, those books and records of Artists, which are related to Artists' performance under this '.greement. Artists agree to maintain all such books and records at its principal plat:._ of business for a period of three (3) years after final payment is made under this Agreement. The Client may, at reasonable times during the te'tn hereof, inspect Artists' facilities and perform such tests, as the Client deems reasonably necessary, to determine whether the goods or services required to be provided by Artists under this Agreement conform to the terms hereof and/or the terms of the Solicitation Documents, if applicable. Artists shall make available to :iie Client all reasonable facilities and assistance to facilitate the performance of rests or inspections by Client's representatives. All tests and inspections shall be sect to and made in accordance with, the provisions of Section 18-100 of the Cod_ of the City of Miami, Florida, as same may be amended or supplemented, from tin. to time. ARTISTS' SERVICES AGREEMENT - Page 6 of 15 SUBSTITUTED Jonah Hendrickson Sculpture Studio, LLC XPV. AWARD OF AGREEMENT: Artists represent and warrant to the Client that it has not employed or retained any person or company employed by the Client or City of Miami to solicit or secure this Agreement and that it has not offered to pay, paid, agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of an}kin [ contingent upon or in connection with, the award of this Agreement. XV. LBLIC RECORDS: Artists understands that the ;public shall have access, at all re nable times, to all documents and information pertai_ung to Client contracts, subject to provisions of Chapter 119, Florida Statutes, and agrees to allow access by the Client and the public to all documents subject to disclosure under applicable law. Artists' failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the Client. XVI. INSURANCE'., Artists shall, at all times during the term hereof, maintain such insurance coverage s may be required by the Client, as set forth in Attachment D and incorporated by this ference. All such insurance, including renewals, shall be subject to the approval of t Client for adequacy of protection and evidence of such coverage shall be furnished to\the Client on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the Client. Cornpleted Certificates of Insurance shall be filed with the Client prior to the performance of services hereunder, provided, however, that Artists shall at any time upon request file duplicatec copies of the policies of such insurance with the Client. If, in the judgment of the Client, prevailing conditions warrant the provision by Artists of additional liability insurance coverage Qr coverage which is different in kind, the Client reserves the right to require the provision by Artists of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to th:edate on which the requirements shall take effect. Should the Artists fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the Client's writnotice, this Contract shall be considered terminated on the date that the required change 'n policy coverage would otherwise take effect. XVII. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. XVIII. MISCELLANEOUS PROVISIONS. Non -Waiver of Breach. The failure of the Client to insist upon stfct performance of any of the covenants and agreements contained in this Agreement,` or to exercise any option conferred by this Agreement in one or more instances ARTISTS' SERVICES AGREEMENT - Page 7 of 15 SUBSTITUTED Jonah Hendrickson Sculpture Studio, LLC shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. B. Force Majeure. In the event that any scheduled work effort is delayed due to restrictions of government agencies, labor disputes, strike, epidemic, earthquake, war or other Act of God beyond the reasonable control of the parties, ither party shall be held accountable to the other for any delays or damages arising out of such occurrences, except that Artists shall be entitled to compensation due for all work performed to any date of cancellation of this rntract due to an Act of God that makes full performance of the Agreement impossib' :. however; in the event of mere delay on the part of Artists due to force majeure, the term of this agreement may be extended for a reasonable time ::reafter for t'se purpose of completing the contracted work. Resolution. ,sf Disputes and Governing Law. This Agreement shall be 'overned by and cot -trued in accordance with the laws of the State of Florida. If ;e parties are unable ic• settle any dispute, difference or claim arising from the parties' performance of this Agreement, such matters shall be submitted to mediation under the . ,'iation Procedures of the American Arbitration Association. If mediation is not successful in resolving the entire dispute, any outstanding issues shall be rbmitted to final and binding arbitration in ::.cordance with the rules of that program. The arbitrator's award shall be final, and iudgrnent may be entered upon it by any court having jurisdiction thereof. In any such mediation, arbitration or ensuing litigation, the parties shall pay their own legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to the fees and costs of the arbitration proceeding. Written Notice. All communications rt arding this Agreement shall be sent to the parties at the addresses listed below, lmless notified to the contrary. Any written notice hereunder shall become effective, three (3) business days after the date of mailing by registered or certified mu:'1, and shall be deemed sufficiently given if sent to the addressee at the address `ated in this Agreement or such other address as may be hereafter specified in writir4,, (a) In the case of a notice or communication to the k-tists, to: Jonah Hendrickson Sculpture Studio, LLC Attn: Jonah Hendrickson 4120 Montgomery Street Oakland, California 94611 (b) In the case of a notice or communication to the City, to: City of Miami Attention: City Manager Miami Riverside Building, 10th Floor ARTIS" s' SERVICES AGREEMENT - Page 8 of 15 SUBSTITUTED Jonah Hendrick: ar, Sculpture Studio, LLC 444 S.W. 2nd Avenue Miami, Florida 3313 City of Miami Commission on the Status of Women Attention: Program Director Miami Riverside Building, 10th Floor 444 S.W. 2nd Avenue Miami, Florida 33130 With a copy to: City Attorney City of Miami Miami Riverside Building, 9th Floor 444 S.W. 2nd Avenue Miami, Florida 33130 Assignment. Any asvtignment of this Agreement by either party without the written consent of the non -assigning party shall be void. If the non -assigning party gives its consent to any asignment, the terms of this Agreement shall continue in full force and effect andno further assignment shall be made without additional written consent. Notwithstanding the above, Artists has the right to assign Artists' rights and obligations under this Agreement to an entity in which Artists holds a controlling ownership . interest, with the Client's written permission. l'. Modification. No waiver, alteration, Or modification of any of the Provisions of this Agreement shall be binding unless in writing and signed by a . my authorized representative of the Client and Artists, Entire Agreement. The written provisions and ris of this Agre>.;ment, together with any attached Exhibits, shall supersede all priot verbal statements of any officer or other representative of the Client, and such sta_ :rents shall not be effective or be construed as entering into or forming a part of & ltering in any manner this Agreement. All of the above documents are hereby rt;ade a part of this Agreement. However, should any language in any of the Ex ):.hits to this Agreement conflict with any language contained in this Agreement, tlr" terms of this Agreement shall prevail. H. Compliance with Laws. The Artists agrees to comply with all fedal, state, and municipal laws, rules, and regulations that are now effective or in future become applicable to Artists' business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. ARTISTS' SERVICES AGREEMENT - Page 9 of 15 SUBSTITUTED Jonah Hendrickson Sculpture Studio, LLC IN WITNESS, the parties below execute this Agreement, which shall become effective on the last daze entered ,elow. CITY OF MIAMI, a municipal corporation of the State of Florida ATTE : By: Priscilla A. ompson, City Clerk By: Pedro G. Hernandez, City Manager ATTEST: By: Print Name: Title: By: Print Name: Title: APPROVED AS TO FORM AND ` CORRECTNESS APPROVED AS TO INSURANCE REQUIREMENTS Julie O. Bru, City Attorney , Administrator Risk Management Division ARTISTS' SERVICES AGREEMENT - Page 10 of 15 Jonah Hendrickson Sculpture Studio, L1C ATTACHMENT A SUBSTITUTED SCOPE OF WORK FOR TUTTLE SCULPTURE • Sc i t a :naquette on which the full-size sculpture will be based • Scult;l and produce 1 approximately 10 foot sculpture of Julia Tuttle, to be cast in bronze foundry of Artists' choice * • Deliver thh bronze sculpture to the site • Install the b onze sculpture at the site • The Artistsy employ subcontractors for any or all of these tasks, except for the sculpting. • "approximately", because bile bronze shrinkage is anticipated, it is not precisely predictable. ARTISTS' SERVICES AGREEMENT - Page 11 of 15 Jonah Hendrickson Sculpture Studio, LLC ATTACHMENT B SUBSTITUTED MILESTONE REVIEW AND PAYMENT SCHEDULE Rriews ensure that the Artists and Client are in agreement about each completed stage of w\rk, and about the next stage to be performed. Payments are scheduled to ensure that the is have funds on hand to produce the sculpture without unnecessary delay. Table 1 lays ou a sequence for milestones and payments to the Artists from the Client. Depending -t contract signing, installation could land between March and June 2009. Table 1 PAYMENT MILESTONE WEEKS AFTER SIGNING PAYMENT Sign tract (no invoice required) 0 $36,000 Approva of Final Maquette 13-19 $36,000 Review of 11-Size Pre -Bronze Sculpture 31-43 $36,000 Patina Revie of Bronze Sculpture 53-65 $36,000 Installation of ulpture 55-67 $36,000 Payment -Milestone Definitions: Sign Contract. Signing of this contract di-cument. Method of Review(s). At the option of Clienh representative(s), any or all reviews may be conducted either by a) viewing photographs; or b) in person at one of the Artists' studios or at one of the other places at which Artist execute sculpture work. Approval will be given in writing immediately upon approval,' is) avoid project delays. Client Representative(s). Client representative(s) are rc:;tonsible Lcr conducting all reviews. Identity of the Client representative(s) is to be determined by the time the contract is signed. Advice: appoint a small number of reviewers to avoid project delays. Reliance on Reviews and Change Orders. Once a review is condo::ted and approved, the Artists can rely on such approval and no substantive changes or altertions may be requested or required by the Client without the express approval of th&,~Artists. Artists have the right to charge additionally for change orders, using reasonable,-tandards of practice. "hange orders may force alteration of delivery dates. Approval of Final Maquette. Refers to clay maquette on which sculpture will 'c, based. Review of Full -Size Pre -Bronze Sculpture. Review by Client representative(s) of tl full-size pre -bronze Tuttle figure, before it enters the full-size mold -making process. Patina Review of Sculpture . Review by Client representative(s) of the full-size bronze Tuttle figure and its patina, before it is shipped to the site. Installation of Sculpture. Installation of final sculpture at the Client site. ARTISTS' SERVICES AGREEMENT - Page 12 of 15 SUBSTITUTED Jonah Hendrickson Sculpture Studio, LLC ATTACHMENT C MA NTENANCE PLAN [As Provided by Artworks Foundry, Berkeley, CA] MAR-88-2006 09200 AD ARTWORKS FOUNDRY 510 644 0696 CARING FOR BRONZE PATINAS , lino most metals we 1�s b aoddlxe with time. The same way st rusts, brgnui wants bo darken or turn green depcndh g on Its environment With roguter maintenance you sin extend the h s of the patina for many years.''yy. The maintenance of bronze should slat of cleaning --:d rtmming..Ocetton imate 4,::!. dimwit me dstermine how often m manande will Do required, In general, outdoeurieces should be Maintained 2 to 4 times a yeeterid indoor pieces once Or twice a year. Areas with hsaih o1imate conditions will require a more frequent maintenance progrem. 1. Ciew4ng: The first step in caring for your scy:.=are is eseptiv the place clean. '_` _.. t: -.; r do this with a dust rag. soft shoo bru h, or duster. If heavy cleaning It required, use a rrsild soap such as Dom with water and a soft cloth. Wipe dean and dry with o rag then allow the sculpture to aircompietely dry before movktg on. D4 NOT use any type of cleanse- or solvent b-olean your acurplure- en,' gxr i wax: 1 general you want to use a tiler • l aube paste ti ;.., 14 Label Paste Was' seers to work '',o Lw,,for all patinas- It goeeon easily end buffs out rt:&Iy dew Another choice which Is easier t:i f n l at most hardwvere motet Is'Trbwaf.'Trewax often leaves a white residue in the lows of t s sculpture. This ears vasty be buffed out with a shoe brush. For black. brawn, and gold patinas you can use 'Johnson* Traffic W. It goes on easl.Iy arm buffs out nicety- Jortnsorel paste wax Is not recommended for multi colored patinas. It will often darkenbrignk .,.1 delicate patinas, 3. Waxing; Using a 2" to 3" round pastry bruet, . a paintbrush), stlpp►s a ft* +aver... paste the bronze. Lightly wipe off emcees wax with a toff cloth. Let the wax dry to e m tarcobr then burr out With s clean doe► to bring out the luster of the bronze. If desired, you can add a pond coat at wsat for gloss turd added prota tton. Thle ww also help even out the coat of wax if rilmsoary. There is no danger in wanting the sculpture too often. Outdoor Sculptures Whether you went your sculpture to age naturally or wish b preserve the artist's original you $Multi keep the piece dean end free of •dtrt. Avoid water Win sprinklers. In eerin that collect vratM sftsr rain, wipe dry or drill a few weep holes to prevent water darnege. You'iro done. Enjoys 729111E ' '. AVEN1' , so 1 "k'' _ U', C'ALIFORNIA94710 TEL (510) 644-2735 - 17` X (axe) 644-0696 T O(AR1WORK$PORnaDRY.00M ti�'"GVW.ARTWORKSPOL1N DI&Y.COlvi ARTISTS' SERVICES AGREEMENT - Page 13 of 15 �r TRQTITUfTED Jonah Hendrickson Sculpture Studio, LLC ATTACHMENT D — INSU ANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE- JONAH HEND!_ CKSON SCULPTURE STUDIO, LLC. ommercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations " 1,000,000 Personal and Advertising Injury $1,000,000 End+rsements Required City of Miami included as an Additional Insured Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Scheduled Autos Including Hired, Borrd or Non -Owned Autos Any One Accident \ $ 1,000,000 Endorsements Required City of Miami included as an Adcltional Insured Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accid: t. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit ARTISTS' SERVICES AGREEMENT - Page 14 of 15 SUBSTITUTED ITUTED Jonah Hendrickson Sculpture Studio, LLC Companies authorized to ':; Business in the State of Florida with the following qualifications, shall issue all insure 1, a Policies required above: The company must be rated no loss than "A" as to Management, and no less than ss V" as to Financial Strength by the latest edition of Best Insurance Guide, publ hed by A.M. Best Company Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Manage - it prior to insurance approval. Com;,_::y shall provide written notice to the City's Department of Risk Management or. any material change, cancellation and/or notice of non -renewal of the insurance within 30 days of the change. City, acting through its Risk Management Adrr:i:.istrator expressly reserves the right to request from Permitee/Operator increase, change or otherwise 'Modify the insurance coverage, or furnish at its own expense additional, or other insurance coverage (naming the city as additional insured) separate from ;:-te insurance required by this agreement. Such request when made in writing will be complied with in the same manner as the insurance currently required herein and will be subject to all provisions of s section. ARTISTS' SERVICES AGREEMENT - Page 15 of 15