Loading...
HomeMy WebLinkAbout24921AGREEMENT INFORMATION AGREEMENT NUMBER 24921 NAME/TYPE OF AGREEMENT CAROLA BRAVO DESCRIPTION PROFESSIOAL ARTIST SERVICE AGREEMENT/NEW FIELD RESTROOMS AT ANTONIO MACEO PARK/MATTER ID: 23- 3164 EFFECTIVE DATE March 31, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 4/8/2024 DATE RECEIVED FROM ISSUING DEPT. 4/8/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL PROFESSIONAL ARTIST SERVICE AGREEMENT BETWEEN THE CITY OF MIAMI AND CAROLA BRAVO THIS PROFESSIONAL ARTIST SERVICE AGREEMENT FOR PROPOSAL DEVELOPMENT SERVICES ("Agreement"), is made and entered into this 31 day of March 2024, by and between the City of Miami ("City"), whose address is 3500 Pan American Drive, Miami, Florida 33133, and Carola Bravo ("Artist"), whose address is 10460 sw lllth st Miami , F1 33?-71rthe City and the Artist are collectively hereinafter referred to as the "Parties." WITNESSETH: WHEREAS, the City is performing capital improvements to the New Field Restrooms at Antonio Maceo Park located at 5135 N.W. 7t" Street, Miami, Florida 33126, which will include public art; and WHEREAS, the Artist, is one of the artists and/or artist teams selected to develop a specific proposal and compete for the public art commission; and WHEREAS, both Parties wish the integrity and clarity of the Artist's ideas in the work of art to be maintained; NOW THEREFORE, in consideration of the premises and the mutual covenants and promises herein contained, the sufficiency of which is hereby acknowledged, the Parties agree as follows: DEFINITIONS WORDS AND TERMS The words and terms as used in this Agreement shall have the following meaning unless some other meaning is plainly and clearly set forth: "Board" or "AIPPB" shall mean the City's Art in Public Places Board. "Consultants" shall mean design, engineering or other professional consultants contracted by the City with which the "Artist" may be required to interact for the purposes of completing the "Services" as described in this Agreement. "Project Manager" shall mean a City employee overseeing the development and construction of the project with which the Artist may be required to interact for the purposes of completing the Services as described in this Agreement. "Director" shall mean the Director of the Planning Department of the City. "Proposal" shall mean the artwork suggested by the Artist and its visual/written/budget documentation. "Services" shall mean the Scope of Services described in Article I of this Agreement. Page 1 of 9 "Subcontractor" shall mean any entity retained by the Artist for the activities other than the creative and artistic portions of the work. 1.1 ARTICLE I SCOPE OF SERVICES GENERAL SCOPE OF WORK. The Artist shall develop and submit to the City for preliminary consideration by the Board a proposal for work of art (the "Work") for the New Field Restrooms at Antonio Maceo Park (the "Project") to be located at 5135 N.W. 7th Street, Miami, Florida 33126 (the "Site"). Services performed pursuant to this Agreement shall be in a manner deemed satisfactory to the City. Any modification to the Services provided shall not be effective until approved in writing by the Parties. 1.2 PROPOSAL FORMAT The Proposal shall be submitted in both electronic format (PDF, Word file, or a similar electronic format acceptable to the City) and a hard copy. The Proposal shall be in the following form: 1.2.1 A Proposal Narrative (the "Artist's Proposal Statement") describing the Artist's Design Intent and drawings, graphic or other visual representation of the Work, together with such other data and graphic materials as is necessary to portray the Site preparation and permit the City to assess its feasibility and compliance with applicable statutes and ordinances; and 1.2.2 A Preliminary Project Budget (the "Budget") outlining "Probable Construction Costs" for the fabrication, delivery, site preparation and installation of the Work. The Budget will include applicable headings for the work to be performed by the Artist and any work to be subcontracted by the Artist, as well as any specialty items such as mock-up samples and models anticipated by the Artist to be part of the cost to fabricate and install the Work, including the Artists Fee. The Project Budget shall not exceed Ten Thousand Dollars ($10,000.00). 1.2.3 The proposal shall be in compliance with Article 11 of the Miami 21 Code of the City of Miami, Florida, as amended ("Miami 21") and Article XVI of Chapter 62 of the Code of the City of Miami, Florida, as amended ("City Code"), relating to the Art, which sections of the Codes are incorporated by reference herein. 1.2.4 The proposal may include an educational component involving an Elementary School in the area. 1.3 PROCEDURES The Artist shall determine the artistic expression, size, material, texture, color, location and method of fabrication of the artwork, all subject to preliminary review by the Board and their issuance of a resolution as to the proposed selection of the Artist in compliance with the provisions of Chapter 62, Section 62-658 entitled "Selections of works of art" of the City Code, as provided below. Page 2of9 1.3.1 Promptly after the execution of this Agreement the Artist shall meet with City's Art in Public Places ("AIPP") staff and other City Departments as deemed necessary by City staff to receive from them a full review of the planning process involving the design of the Project, a full review and discussion of all plans developed for the Site, and complete background information regarding all considerations affecting the plans for the Site. 1.3.2 The Artist shall submit the completed Proposal to the AIPP staff before Friday May 17, 2024, at 5:00 pm. The Proposal shall be reviewed by the Board on July 8, 2024, at which time the Artist shall present its Proposal to the Board. 1.3.3 On or before the expiration of thirty (30) days after the presentation of the Proposal to the Board by the Artist, the Board shall notify the Artist whether a specific Proposal has been approved. 1.3.4 If the Board determines that the recommended Proposal is not acceptable, the Board shall provide the Artist a statement in writing of such determination. In such event, the City has the option, at its sole discretion, to either terminate this Agreement, as provided in Article III, Section 3.5 below, or afford the Artist an opportunity to submit a new Proposal for the Work. The Board shall provide the Director with a recommendation to terminate this Agreement or to provide the Artist with a reasonable period of time to resubmit a Proposal. Such period shall not exceed thirty (30) days. 1.3.5 In the event of a resubmission, the Artist shall begin to negotiate an agreement for Additional Services for the artwork upon notification to this Artist that the Board has approved a proposal. This agreement will include a price term, detailed scope of services, artist release, and insurance provisions. ARTICLE II COMPENSATION 2.1 FIRM FIXED PRICE The City, after receiving the recommendation of Art in Public Places Division as to a "short list" of recommended Artist Proposals, shall pay, subject to the availability of funds and pursuant to the terms of this Agreement, the selected Artist(s) a Fixed Fee (the "Artist Proposal Fee") for Conceptual/Schematic Design Services in the preparation of a Proposal for the Project in the amount of Five Hundred Dollars ($500.00). THE FIXED FEE SHALL CONSTITUTE FULL COMPENSATION FOR ALL SERVICES AND MATERIALS TO BE PERFORMED AND FURNISHED BY THE ARTIST UNDER THIS AGREEMENT, INCLUDING THE ARTIST FEE, ANY SUBCONTRACTED WORK, TRAVEL EXPENSES, AND/OR ANY RELATED OVERHEAD EXPENSES. The Artist's Fee includes one (1) working meeting for the purposes of conducting a site visit and/or meeting with the Project's Design Team and the City as may be deemed appropriate to complete the Services outlined in this Agreement, and presentation of the design proposal to the Board for review (the "Proposal Presentation Meeting") and, if applicable, before the City Commission. The City shall be the owner of the Artist Proposal and shall be entitled Page 3 of 9 to reproduce and distribute the Conceptual/Schematic Design pursuant to applicable public record laws under the State of Florida. 2.2 METHOD OF PAYMENT 2.2.1 Artist's Proposal Fee The City shall pay the Artist the Fixed Fee for Conceptual/Schematic Design in the preparation of a Proposal for the Project in one lump sum of Five Hundred Dollars ($500.00) upon completion of the Services, receipt of the artist invoice, and verification and approval by the Director. ARTICLE III GENERAL CONDITIONS 3.1 OWNERSHIP OF INSTRUMENTS OF SERVICES Upon completion of the Services, all designs and other data, including any model(s), developed by the Artist and delivered to the Board for the purpose of this Agreement, shall become property of the City. All data as described herein shall be delivered to the Director prior to completion of the Agreement and final payment to the Artist. The City may reasonably use, duplicate, and disclose such materials in whole or in part, and to have others, acting on behalf of the City, to do so. This Agreement and any Proposals hereunder are subject to the provisions, limitations and exceptions of Chapter 119, Florida Statutes, regarding public records. 3.2 WARRANTY OF ORIGINALITY The Artist warrants that the tangible objects it delivers to the City in performance of the Agreement shall be the result of the artistic effort of the Artist and that, unless otherwise stipulated, the artwork shall be unique and an edition of one. 3.3 ASSIGNMENTS, TRANSFERS, OR SUBCONTRACTING A material element of this Agreement is the personal skill, judgment, and creativity of the Artist. Therefore, the Artist shall not assign, transfer, or subcontract the creative and artistic portions of the artwork to another party without the prior written approval of the Board. 3.4 INDEPENDENT CONTRACTORS The Artist is an independent contractor and nothing in this Agreement shall be construed as constituting the Artist as an employee, agent, or representative of the City. The Artist shall not be supervised by any employee of the City, nor shall the Artist exercise supervision over any employee or officials of the City. The Artist shall be responsible for all subcontractors, employees, and/or agents, and shall be responsible for all applicable insurances, including workers compensation insurance. 3.5 TERMINATION FOR CONVENIENCE The City may terminate this Agreement for convenience. In the event the City terminates this Agreement for convenience, the Artist shall have the right to withdraw its application, return all funds to the City, and the City will have no right to fabricate or execute the Work. If the City terminates for convenience before payment of the Artist Proposal Fee to the Artist, the City has no obligation to pay the Artist Proposal Fee to the Artist. The Artist may terminate this Agreement for convenience only before presentation to the Board of Page 4 of 9 the original Proposal. Termination for convenience of either party shall require five (5) days written notice to the other party. 3.6 CONFLICTS OF INTEREST 3.6.1 The Artist represents that the execution of this Agreement does not violate the Conflict of Interest Section of the City Code, the Conflict of Interest and Code of Ethics Ordinance for Miami Dade County, and Section 112 of the Florida Statutes, as amended, which are incorporated herein by reference as if fully set forth herein. The Artist agrees to abide by and be governed by these conflict of interest provisions throughout the course of this Agreement and in connection with its obligations hereunder. 3.6.2 The Artist covenants that he/she presently has no interest and shall not acquire any interest, direct or indirect (as defined under the City or Miami -Dade County Conflict of Interest Codes), which would conflict in any manner or degree with the performances of Services under this Agreement. The Artist further covenants that in the performance of this Agreement, no person having such interest shall be employed by the Artist. 3.7 PUBLICITY AND NEWS RELEASES The Artist shall not during the performance of this Agreement disseminate publicity or news releases regarding this Project or the Services without prior written approval from the Director. 3.8 ENTIRETY OF AGREEMENT This document embodies the entire agreement and understanding between the Parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of the Agreement shall be valid unless made in writing and signed by both Parties hereto and approved by appropriate action of the Board. This Agreement, regardless of where executed, shall be governed by and consulted in accord with the laws of the State of Florida. 3.9 SEVERABILITY If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida, then the same shall be deemed severable, with the remaining provisions shall remain unmodified and in full force and effect. 3.10 CERTIFICATION The Artist certifies that it possesses the legal authority to enter into this Agreement, to act in connection with the Agreement, and to provide such additional information as may be required from time to time by the City. 3.11 GOVERNING LAW & VENUE This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the Parties shall be in the courts located in Miami -Dade County, Florida. In the case of any legal dispute each party shall bear its own costs and attorney's fees. The Parties irrevocably waive any rights to a jury trial. Page 5 of 9 3.12 RECORDS, AUDITS AND MONITORING The provisions of this section shall survive the expiration or termination of this Agreement, consistent with Florida laws. 3.12.1 Records Artist agrees to retain any and all records relevant to this Agreement for not less than three (3) years beyond execution by the City. However, if any audit, claim, litigation, negotiation, or other action involving this Agreement or modification hereto has commenced before the expiration of the retention period, then the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular retention period, whichever is later. 3.12.2 Access to Records The Artist shall permit access to all records relevant to this Agreement at its place of business during regular business hours. The Artist agrees to deliver such assistance as may be necessary to facilitate a review or audit. 3.12.3 Monitoring In accordance with Section 18-101 of the City Code, the Artist agrees to permit the City's personnel to perform random scheduled and/or unscheduled monitoring, review and evaluation of the Services rendered under this Agreement. 3.12.4 Public Records Artist understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Artist's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. Artist shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records required by the City to perform this 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 within a reasonable time and copied at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, or otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Artist does not transfer the records to the City; and (4) provide to the City all electronically stored public records, upon request from the City's custodian of public records, in a format compatible with the City's information technology systems. Should Artist determine to dispute any public access provision required by Florida Statutes, then Artist shall do so at their own expense and at no cost to the City. IF THE ARTIST HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE ARTIST'S DUTY TO PROVIDE Page 6 of 9 PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-416-1800, AT PUBLICRECORDS@MIAMIGOV.COM, OR AT CITY OF MIAMI PUBLIC RECORDS, CIO THE OFFICE OF THE CITY ATTORNEY, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. 3.13 HOLD HARMLESS Artist and its respective employees, agents, servants, partners, principals, contractors or subcontractors covenant not to sue and shall defend, indemnify, and hold harmless the City and its respective officials, officers, employees, agents and instrumentalities from any and all liability, losses, damages, or claims of any kind arising out of this Agreement, including reasonable attorneys' fees and costs of defense. The provisions of this Section shall survive the expiration or termination of this Agreement. 3.14 DEFAULT A material breach by Artist shall have occurred under this Agreement if Artist through action or omission fails to comply with any term or condition of this Agreement, or fails to perform its obligations hereunder, and fails to cure such failure after reasonable notice from the City. A material breach by the Artist shall include any of the following: 1. Failure to perform the Services as described herein; 2. Not meeting or satisfying the conditions required by this Agreement; 3. Refusing to allow the City access to records or refusing to allow the City to monitor the Services being provided pursuant to this Agreement; 4. Attempting to meet the Artist's obligations under this Agreement through fraud, misrepresentation, or material misstatement; or 5. Failing to fulfill in a timely and proper manner any and all of the Artist's obligations, covenants, contracts, and stipulations in this Agreement. Waiver of breach of this or any other provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 3.15 TERMINATION; OBLIGATIONS UPON TERMINATION If the Artist fails to faithfully perform and comply with the terms and conditions of this Agreement, it shall be considered a material breach hereunder. In such event, the City shall not be obligated to pay any amounts to Artist for Services. 3.16 COUNTERPARTS AND ELECTRONIC SIGNATURES This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 3.17 NONDISCRIMINATION The Artist represents and warrants to the City that Artist does not and will not engage in Page 7 of 9 discriminatory practices and that there shall be no discrimination in connection with Artist's performance under this Agreement on account of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor. Artist further covenants that no otherwise qualified individual shall, solely by reason of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 3.18 E-VERIFY EMPLOYMENT VERIFICATION By entering into this Agreement, Artist and its subcontractors are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." Artist affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of Artist; (b) it has required all subcontractors to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subcontractor; (c) Artist has an affidavit from all subcontractors to this Agreement attesting that the subcontractor does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If the City has a good faith belief that Artist has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, Artist agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that Artist shall be liable for any additional costs incurred by the City because of such termination. In addition, if City has a good faith belief that a subcontractor has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Artist has otherwise complied with its requirements under those statutes, then Artist agrees that it shall terminate the contract with the subcontractor upon receipt of notice from the City of such violation by subcontractor in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by the City, the Artist, or subcontractor no later than twenty (20) calendar days after the date of said termination. Page 8 of 9 IN WITNESS WHEREOF the parties hereto have executed this Agreement on the dates indicated below. THE ARTIST: DocuSigned by: By: I CArbl:A, trAcuM '.—U11b1UU5 5za4nb .. Carola Bravo CITY OF MIAMI: BY: BY: ATTEST: BY: DocuSigned by: OAVUi, IitbW April 5, 2024 I 09:43:11 EDT David Snow, Interim erector Date Planning Department April 4, 2024 1 05:55:31 PDT Date ,-DocuSigned by: arguAr Novitia. Arthur Isoriega v, uty Manager DocuSigned by: DocuSigned by: April 7, 2024 1 22:18:27 EDT Date April 8, 2024 1 15:38:36 EDT Todd B. Hannon, ity Date Approved as to form and legal sufficiency: By: DocuSigned by: �F1€'F UAFt'F Victoria Mendez, i y Attorney Date ,-DocuSigned by: Pa.&� Approved as to'i°nsurance requirements: By: DocuSigned by: Ann -Marie arpe82f'iirrector Risk Management April 6, 2024 1 17:58:38 EDT April 5, 2024 I 104616Cdr2 13143164) April 5, 2024 1 09:48:40 EDT Date Page 9 of 9 Olivera, Rosemary From: Sent: To: Cc: Subject: Attachments: Good afternoon Todd, De la Paz, Alba Monday, April 8, 2024 3:46 PM Lee, Denise; Olivera, Rosemary; Ewan, Nicole; Hannon, Todd Nunez, Efren RE: AIPP - Agreement for possible future services (proposal) - Antonio Maceo Park - Carola Bravo AIPP_-_Agreements_for_possible_future_service Carola Bravo.pdf Please find attached a fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thanks. ePLAN�� Alba de la Paz Special Projects Coordinator Nanning Department Phone: (305)416.1G89 [ ri):11! delaodz@rRiarnigcV.COrn For f-Plan Info: Onterpriseprojects@miamigov,corn For Planing ePlan inquiries eolanpz@miarnigov,com To learn more about All Things ePlan, visit our website here. 1