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HomeMy WebLinkAboutService AgreementSERVICE AGREEMENT BETWEEN THE LIBERTY CITY COMMUNITY REVITALIZATION TRUST r MOVING LIVES KIDS ARTS CENTER (MLK ARTS CENTER), INC. THIS SERVICE AGREEMENT ("Agreement") , is enteredinto this day of , 2016, by and between the Liberty City Community Revitalization Trust, a limited agency and instrumentality of the City of Miami, Florida (hereinafter the "Trust") and Moving Lives Kids Arts Center (MLK Arts Center), Inc., a Pennsylvania not for profit corporation, (hereinafter "MLK Arts Center"). . RECITALS WHEREAS, the MLK Arts Center has proposed non-standard renovations to the south side of the I-95 overpass and its center columns at Northwest 62nd Street (hereinafter the "Overpass"); and WHEREAS, the nonstandard renovations shall consist of a mural honoring Dr. Martin Luther King Jr., (hereinafter the "Mural"); and WHEREAS, the City of Miami, (hereinafter the "Citi'), will execute an agreement with. the Florida Department of Transportation (hereinafter "FDOT') to allow for this use of the Overpass on behalf of the Trust; and WHEREAS, the Trust and the City require the execution of this Agreement as a condition precedent to the granting of the MLK Arts Center's request for the authority necessary to paint the Mural and maintain it for ten years following its completion; and WHEREAS, this Agreement confers no rights or privileges except as expressly granted herein, and is independent of and distinct from any prior contracts the Trust or City have executed Page 1 of 18 with other persons or entities for renovations to I-95 bridges or overpasses; and NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Trust and MLK Arts Center agree as follows: RECITALS: The foregoing recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 1. EXHIBITS: Exhibit "As Project Scope of Services Exhibit "B" Mural Painting Costs Exhibit "C" Mural Maintenance Costs Exhibit "D" Insurance R.egiurements 1 TERM: The term of this Agreement shall commence upon its execution and the MLK Arts Center's receipt of the authorization necessary to commence with the Mural and shall continue for a period of ten (10) years thereafter completion, during which time the MLK Arts Center shall be responsible for the annual maintenance of the same. 3. SCOPE: (A) MURAL: The MLK Arts Center shall paint and maintain the Mural on the Overpass with funding from the Trust, in accordance -with the terms of this Agreement, and the requirements of applicable governmental codes, laws, rules, regulations and approvals of any agency who having jurisdiction for the Overpass, which consists of the City and FIDOT. The design of the Mural shall be subject to the approval of the Trust President/Chief Financial Officer (CEO) (hereinafter "President") or his/her designee, the City's Director of the Department of Public Works (hereinafter "Public Works") or his/her designee and the FDOT District Six Secretary or his/her designee. (B) MAINTAINENCE: The MLK Arts Center shall send an artist to the site for four Page 2 of 18 (4) hours each year to check on the condition of the mural. The artist shall wash down the piece to remove regular build up. The artist shall touch up any cracking or peeling paint and replace any damaged mosaic tiles, .Artists will also be made available to repair any damage caused by auto accidents. The Citys Public Works Director will be notified when maintenance is to occur, what maintenance is needed, and what funding is necessary. Public Works will have final approval of any maintenance that requires more than touching up of paint, removal of regular build up, and/or repair of damaged mosaic tiles. (C) MLK .Arts Center represents and warrants to the Trust and the City that: (i) it possesses all qualifications, licenses and expertise required for the perfon-nance of the painting and maintenance of the Mural; (ii) all personnel assigned to paint the Mural are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; and (1) the painting of the Mural shall be performed in the manner pursuant with Exhibit "A" Project Scope of Services. (D) DISRUPTION: The installation of the Mural shall cause the least amount of disruption possible. Pursuant with Exhibit "A", the MLK Arts Center promises, to paint and perform maintenance of the Mural without obstructing any road or sidewalk. In the event that the painting or maintenance of the Mural requires the re-routing or protection of pedestrian, automobile, or retail traffic, the costs for any such rerouting or protective measures shall be the sole and complete responsibility of the MLK Arts Center. (E) NOTICE TO PUBLIC: Prior to the painting and/or maintenance of the Mural, Public Works shall inform the public of the proposed installation by publishing notice of the same in three (3) daily newspapers of general circulation throughout Miami -Dade County, one of which must be a Spanish language publication. For the initial painting, the notice shall indicate the proposed location of the Mural, what the Mural depicts, and any anticipated disruptions to traffic. For any Page 3of18 subsequent maintenance, the notice shall indicate what maintenance is needed and any disruptions to traffic. The Public Works Director shall provide his/her approval as to the form of the notice and the newspapers in which it shall appear. 4. COMPENSATION: (A) Pursuant to a City of Miami and Liberty City Trust Interlocal Agreement, the Trust will compensate the MLK Arts Center with funding allocated by the City. (B) The amount of compensation payable to the MLK Arts Center for the Mural painting is listed in the Exhibit "B" Mural fainting Costs and shall be as follows: (i) $28,700.00 for materials for the initial painting of the Mural, (ii) $ 4,870.00 for the latex coat/sealant for the Mural, (iii) $ 3,500.00 for hunch accommodations for the artists, (iv) $ 43,930 for staff comprised of a ten (10) artist team, (v) $ 4,000.00 for the maintenance fund, and (vi) , $ 5,000.00 for the Mural unveiling and dedication ceremony. (C) 'Ihe maintenance fund will also come from the funding allocated to the Trust and will be paid to the MLK Arts Center in yearly installments of $400.00, pursuant to Exhibit "C". The funding for maintenance will be administered to the MLK Arts Center, subject to the limitations herein this Agreement. Should more funding be required than is currently allowed. for in this Agreement, the MIK Arts Center shall seek approval for the same from the Trust and Public Works. (D) The total amount of compensation for the Murat Project painting and the maintenance shall not exceed $90,000.00. (E) If MLK Arts Center fails to paint the Mural or fails to maintain the Mural according to Exhibit "A" and the provisions of this Agreement, the Trust may withhold compensation and terminate this Agreement. Page 4 of 18 5. INSURANCE: (A) At all times during the term hereof, the MIK Arts Center shall maintain insurance acceptable to the LC`T and the City of Miami (" City'). Prior to commencing any activity under this Agreement, the MLK Arts Center shall furnish to the LCT and the City original. certificates of insurance indicating that their receipt is in compliance with the provisions described in the Exhibit "D" Insurance Requirements, attached hereto and incorporated into this Agreement. (B) MIK Arts Center shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the LCI' and the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "D" and are incorporated herein by this reference. The LCT Agreement Title shall appear on each certificate of insurance. The MIK Arts Center shall add the LCT and the City as additional named insureds to its commercial general liability and auto policies and as a named certificate holders on all policies. MLK Arts Center shall correct any insurance certificates as requested by the City's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and, shall be furnished to the City Risk Management Administrator on Certificates of Insurance indicating such insurance to be in force and effect and providing that it shall not be canceled, modified, or changed during the performance of the services under this Agreement without thirty (30) calendar days prior written notice to the City Risk Management Administrator. Completed Certificates of Insurance shall be filed with the City prior to the performance of services hereunder, provided, however, that MLK Arts Center shall at any time upon request file duplicate copies of the policies of such insurance with the City. (C) If, in the reasonable judgment of the City, prevailing conditions in the insurance marketplace warrant the provision by MLK Arts Center of additional One Million Dollars ($1,000,000) of liability insurance coverage, the City reserves the right to require the provision by Page 5of1.8 MLK Ares Center of up to such additional amount of liability coverage, 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 MLK Arts Center fail or refuse to satisfy the requirement of additional coverage within thirty (30) days following the Cit/s written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. (D) MLK Ares Center understands and agrees that any and. all liabilities regarding the use of any of MLK Arts Center's employees or any contractor(s) of ML,K arts Center for services related to this Agreement shall be borne solely by MLK Arts Center throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. MLK Arts Center further understands and agrees that insurance for each employee of the MLK Arts Center and: its contractor(s) providing services related to this Agreement shall be maintained in good standing and approvedby the City Risk Management Administrator throughout the duration of this Agreement. (E) .MLK Arts Center shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, the MLK Arts Center shall be responsible for submitting new or renewed insurance certificates to the City's Risk Managernent Administrator at a minimum of ten (10) calendar days in advance of such expiration. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (1) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Administrator; or (2) the City may, at its sole discretion, terminate the Agreement for cause and seek re - Page 6 of 18 e Page6of18 procurement damages from MLK Arts Center in conjunction with the violation of the terms and conditions of this Agreement. (F) Compliance with the foregoing requirements shall not relieve MLK Arts Center of its liabilities and obligations under tl- s Agreement. 6. INDEMNIFICATION - (A) the MLK Arts Center shall indemnify, defend, at its own cost, and hold harmless the City and its officials, employees and agents (hereinafter collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorneys fees) or liabilities (hereinafter collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any real and/or tangible personal property arising out of, resulting from, or in connection with (i) the performance or non- performance of the services contemplated by this Agreement, which is directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of MLK Arts Center or its employees, agents or subcontractors (collectively referred to as "MLK Arts Center"), or (it) the failure of the MLK Arts Center to comply with any of the paragraphs herein or the failure of the MLK Arts Center to conform to statutes, ordinances, codes, or other regulations or requirements of any governmental authority, federal or state, in connection. with the performance of this Agreement. The MLK Arts Center expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which maybe asserted by an employee or former employee of the MLK Arts Center, or any of its subcontractors, as provided above, for which the MILK Arts Center liability to such employee or former employee would otherwise be limited to payment under state Workers' Compensation or similar laws. (B) The provisions of this section are intended to apply in all circumstances, regardless of the grounds or nature of any claim asserted (includiz-.g contract, statute, any form of negligence, Page 7 of 18 whether of the Trost, the City, the MLK Arts Center, or others, in tort, strict liability or otherwise) and whether or not the party seeking indemnification was advised of the possibility of the damage or loss asserted, to the extent not contrary to applicable law. 7. RETENTION OF TITLE: Any information, writings, maps, contract documents, reports or any other matter whatsoever which is given by the Trust or the City to the MLK. Arts Center pursuant to this Agreement shaft at all times remain the property of City and shall not be used by MLK Arts Center for any other purpose whatsoever without the written consent of the City. 8. ASSIGNMENT, LIENS, ETC.: the MI.K Arts Center shall not assign, sublease or otherwise transfer. any of its rights, duties, or obligations under this Agreement, in whole or in part, without prior written consent of the Trust. The transfer of ownership or control of the T/ff .K Arts Center, or change of Nff K Arts Center's nonprofit status shall be deemed a breach of this paragraph. MLK Arts Center shall not allow any lien or encumbrance to he against the M=A or the Ovenpass by virtue of this Agreement. The MLK Arts Center shall not pledge this Agreement or use it as collateral for any loan. 9. INDEPENDENT CONTRACTOR: the MLK Arts Center agrees that, its officers, agents and employees in performance of this Agreement shall act in the capacity of an independent contractor and not as an officer, employee or agent of the Trust or the City and shall not attain any rights or benefits including retirement, insurance, fringe benefits, emoluments, and any other rights or privileges under the Civil Service or Pension Ordinances of the City, or any rights generally afforded classified or unclassified employees; further, he/she shall not be deemed entitled to Florida Workers' Compensation benefits as an employee of the City. The City is not a guarantor of any commercial obligation or duty of the AdLK Arts Center, which shall be the sole responsibility of the MLK Arts Center. 10. TERMINATION RIGHTS: Page 8 of 18 (A) Upon the majority vote of the Miami. City Commission, the City may, at its sole and unfettered discretion, and with no liability to the MLK Arts Center, terminate this Agreement without cause by giving the MLK Arts Center thirty (30) days written notice. (B) The City Manager, the Trust President or the Public Works Director and./or his/her authorized designees, may, without liability to the MLK Arts Center, terminate this Agreement for failure of the MLK Arts Center to fulfill its obligations under this Agreement. Satisfaction of obligations by the MLK Ates Center shall be determined by the City and the Trust. The City Manager, the Trust President or Public Works Director shall provide the MLK Arts Center a written notice of default letter. The MLI, Arts Center shall have fifteen (15) calendar days to fully cure the default. If the default is not cured by the MLK Arts Center within the stated period, the City Manager, the Trust President, or Public Works shall terminate this Agreement at such time without the necessity of any additional notice or action being required. Notice shall be sufficient if it is delivered to the MLK Arts Center personally or mailed to its specified address. There shall be no recourse against the City or the Trust, its officials or employees for a termination effectuated under Sections 10(A) or 10(B) herein. 11. NONWAIVER OF DEFAULT: No delay or omission to exercise any right, power or remedy accruing to the City and/or the Trust upon breach or default by the MLK Arts Center under this Agreement, shall impair any such right, power or remedy of the City or the Trust; nor shall such delay or omission be construed as a waiver of any such breach or default, or any similar breach or default. 12. PUBLIC RECORDS: the MLK Arts Center agrees that all documents maintained pursuant to this Agreement shall be subject to the provisions of the Public Records Act, Chapter 119, Florida Statutes, as amended, including without limitation Florida Statute 119.0701. The MLK Arts Center understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, Page 9of18 and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. The MLK Arts Center's failure or refusal to comply with the provisions of tl-s section shall result in the immediate cancellation of this Agreement by the City. 13. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: the MLK Arts Center understands that agreements between private entities and local government entities are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. The Nn K .Arts Center agree to comply with all applicable federal, state, and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time, The MLK Arts Center is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Marra -Dade County Florida (Miami -Dade County Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws. The MLK Arts Center shall also comply with any applicable provisions of the Dade County Public Works Manual and any requirements of FDOT, if any, relative to painting and maintenance of the Mural. 14. NONDISCRIMINATION; the MLK Arts Center represents and warrants to the Trust and the City that NMK Arts Center does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with. the MLK Arts Center's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. The MLK Arts Center further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion., age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 15. AWARD OF AGREEMENT: the MLK Arts Center represents and warrants to the Trust and the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person. Page 10 of 18 any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with this Agreement. 16. CERTIFICATION: By signing this Agreement, the MIX Arts Center certifies that the WK Arts Center has familiarized itself with Section 18-107 of the Code of the City of Miami, Florida and that neither Provider nor any of its principal owners or personnel have been convicted of an offense that would, be cause for debarment under Section 18-107 of the Code of the City of Miami, Florida or debarred or suspended by any federal, state or other governmental entity. 17. GOVERNING LAW: This Agreement is executed and entered into in the State of Florida, and shall be construed, performed, and enforced in all respects in accordance with the laws and rules of the State of Florida. The Parties hereby agree that venue in an proceedings shall be in Miaini-Dade County, Florida. The Parties hereby further agree that in any civil action or other proceeding arising out of this Agreement, each Party shall bear its own court costs and attorney's fees. 18. INTERPRETATION: Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly- construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party -which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 19. PARTIAL INVALIDITY: If any term or provision of this Agreement is found to be illegal and/or unenforceable, the remainder of this Agreement shall remain in full force and effect and such term or provision shall be deemed stricken. 20. ENTIRE AGREEMENT: This Agreement and its attachments constitute the sole and only Agreement of the parties hereto and correctly sets forth the rights, duties, and obligations of each to the other as of this date. Any prior agreements, promises, negotiations, or representations not expressly Page 11 of 18 set forth in this Agreement are of no force or effect. No amendments to this .[agreement shall be binding on either party unless in writing and signed by both parties. Page 12 of 18 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized on the date above written. ATTEST: MOVING LIVES KIDS ARTS CENTER (MLK ARTS CENTER), INC., a Pennsylvania not for profit corporation By; -- _ -- By. Nance and Title Kyle Holbrook, Executive Director ATTEST: LIBERTY CITY COMMUNITY REVITALIZATION TRUST, a limited agency and instrumentality of the City of Miami, Florida By: -� By. - Tocd B. Hannon, City Clerk Elaine Black, President/ Chief Executive Officer (CO) APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: � By: - Victona .Mendez, City Attorney Ann -Marie Sharpe, Director Risk Management Page 13 of 18 Exhibit "A" Proiect Scoi)e of Services Public Art Project - MLK Blvd. (NW62nd Street) and 1-96 Projad funded through CIty of UwmIX14yetty City Revitalization Tru6t M- I I 1 111 r I I � and Kevin Morris,, Santiage Deprez, MayaLarson, Diane Casci floans d Jarnaal Clark make up the 10 aritist team from the Moving Lives of Kids Art Center (here by'referred to as ML K Mural Art& Team) propose beaubtfication and renovations to the South Side (SESW &S) of the 1-95 bridge along NW Wild Street (Uartin Luther King Blvd.) and along the center columns. Trds project is a mixed media mural (Latex) MLK Mural Artist'rearn. has completed several murals around the country under 'Executive Artist Kyle ;Holbrook. ML K Mural Artist Lug ma has done several mosaics with her father In Puerto Rico, where she grew up around mosaics. Kyle Holbrook and Edward Rawson are the lead artists, No roads will need closed. MLK Mural will pr eR prime and paint the muralswith safety cones up at all tirnes, caution tape will be around all areas palnte& No sidewalks Will beupstructed. Pedestrian crossing is cera the North side of -the underpass, all artworkwill talo placeonthe South sidewere both east and west sides of the south underpass will be painted. Page 14 of 18 Exhibit "B" Mural Paintigg—CQS--tS tzar OesWpdan Omt materials 20 gat FP -seal Grip primer, 50galGolden Acrylics, Kilia kers 6scaffdld,i 2 drop doths 4 (5) buckets, paint. trays, sets of youth brushes, charcoaf, buckots$281700 Clear Coat Latex -All Weatheranti-GraffM $4,870 Accomadations Lunch for all artists daily $3,500 Staff/Scope 7 days week 10artists team 1$4,390 per artist) apply design(scale), Prep, Post, sealer earl oussch eddles, - each artists (4D hrs per) 4+ eee s total $43,930 Maltenance'Fund To be housein an account administered by MLKEDC It grows each year and carp be used for any future touch ups $4,000 Umelirrig Cerernotiy/de,.4ication,:invite political leaders; community stakeholder5jaruffies, medfa, local bus riesses, etc plan ning time SUM Printing Flyers for theurivelling event, signage at, the mural location, business cardsoself guided tour broshure of project info IOTAL $90,000 Page 15 of 18 Exhibit "C" Murat Maintenance Costs �qhffCApt Poect- MLC Blvd. (NW6,2nd Street) ang 1-96 Praint fUnded through City 01"WaDli, UbOMI COY Ravitafization Trust Maintenance - Scope of Services I The MLK Mural team will send an artist to the site for 4 hours each year to cher,* on the condi hon of the mural, -M-. e artistwill wash do mv the piece to remove regular build up. The artist will touch up any crackitng or peeling paint and replace any damaged mosaictiles. This P lanalso all owsfor artists to be made available repair any damage caused by caroodidents, Malatenm-te Sudpe la -veer 2014 Mateftlk Aftibt Labor (5790/hr for 4 hrs) 2015 MAW145. Artist tdbQr ($29XS/hr fat 4 firs) 2016 matoddl Artist Ubo($29,68/hr ftr 4 Artist tab*r,($25,68/r for 4 ho) $118.70 20 'Mat rtah $100.00 Artl5t. �LAbor W.U8.1hr for 4 �,r 0 LI 16.7 0 AnIst tkor 1.681hr for jhrs) $11K?o $100,00 Arnot Leber ($2%ii/ Fwrbrlts) $118,70 matrdals$100,00 Artlit 104or ($20.68jhrFor 4 hrO $116.7O 2022 M-004,0114 LI0-010-0. Ma ArduLabor 62,9,68/hr for 4 hms) Page 1.6 of 18 Exhibit "D" Insurance Requirements I. Commercial General Liability A Limits of Liability Bodily Injury and PropertyDamage Liability Each. Occurrence $1,000,000 General Aggregate Limit $2,000,000 Personal and Adv. Injury $1,000,000 Products/ Completed Operations $1,000,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause _Endorsement II. Business Automobile Liability (IF APPLICABLE) A Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Bon -owed or Non -Owned Autos Any One Accident $300,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation (IF APPLICABLE) Limns of Liability Statutory -State of Florida Waiver of Subrogation Page 17 of 18 Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused bydisease, each employee $500,000 for bodily injury caused by disease, policy limit "The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated. no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's 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. Page 18 of 18