HomeMy WebLinkAboutCity of Tamarac Resolution R-2019-140 Temp. Reso. #13384
November 19, 2019
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2019 - l / 0
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA, APPROVING
AND AUTHORIZING THE EXECUTION OF AN
AGREEMENT BETWEEN THE CITY OF TAMARAC
AND SZABOWORKS, INC. ATTACHED HERETO AS
EXHIBIT "A" AND INCORPORATED HEREIN, TO
PROVIDE AN EXTERIOR SCULPTURE AT THE
COLONY WEST CLUBHOUSE LOCATED AT 6800
NW 88 AVENUE, TAMARAC, IN THE AMOUNT OF
$75,000; PROVIDING FOR CONFLICTS;
PROVIDING FOR SEVERABILITY; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, the City of Tamarac desires to encourage and promote public
art within the City; and
WHEREAS, the City is infusing public art into the Colony West Clubhouse
Project with the creation and installation of artistic pieces both internal and
external to the Clubhouse; and
WHEREAS, the Public Art Committee issued a Call to Artists, due On April
2, 2019 to solicit an artist to work with the Colony West Design Team to create an
elaborate artwork for the circular entry for both the Clubhouse and the Hotel; and
WHEREAS, the Public Art Committee reviewed all entries and selected
three (3) semi-finalist for consideration by the City Commission; and
Whereas; on September 9, 2019 the City Commission, at a regularly
scheduled workshop meeting, reviewed the work of artists: Michael Broth; Ken
McCall and Michael Szabo and agreed by consensus that Michael Szabo's work
best reflected the spirit and mission of the City; and
Temp. Reso. #13384
November 19, 2019
Page 2
WHEREAS, Michael Szabo, d/b/a SzaboWorks has agreed to fabricate and
install the significant sculpture at a contract price of$75,000; and
WHEREAS, the Directors of Community Development and Public Services
and the Public Art Committee recommend that the City Commission approve the
Agreement and authorize the appropriate City Officials to execute same with
SzaboWorks, Inc.; and
WHEREAS, the City Commission of the City of Tamarac, Florida, deems it
to be in the best interest of the citizens and residents of the City of Tamarac to
approve and authorize the execution of the Agreement with SzaboWorks Inc,
attached hereto as Exhibit "A" and incorporated herein, for a contract price of
$75,000;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are HEREBY ratified and
confirmed as being true and correct and are hereby made a specific part of this
Resolution upon adoption hereof; all exhibits referenced and attached hereto are
incorporated herein and made a specific part of this resolution.
SECTION 2: The Agreement is hereby approved, and the appropriate City
officials are authorized to execute an Agreement with SzaboWorks Inc. for a
contract price of $75,000 copy of said Agreement is attached hereto as Exhibit
"A"
Temp. Reso. #13384
November 19, 2019
Page 3
SECTION 3: All Resolutions or parts of Resolutions in conflict herewith
are hereby repealed to the extent of such conflict.
SECTION 4: If any clause, section, other part or application of this
Resolution is held by any court of competent jurisdiction to be unconstitutional or
invalid, in part or application, it shall not affect the validity of the remaining
portions or applications of this Resolution.
SECTION 5: This Resolution shall become effective immediately upon its
passage and adoption. DPdPrn,Le4-)PASSED, ADOPTED AND APPROVED this )/ day of , 2019.
,-
ICHELLE J. G M'EZ,
MAYOR
ATTEST:
LILLIAN PABON, CMC
ACTING CITY CLERK
RECORD OF COMMISSION VOTE:
MAYOR GOMEZ
DIST 1: BOLTON c
DIST 2: GELIN
DIST 3: FISHMAN
DIST 4: PLACKO
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM
SAMUEL S. GOREN I4'4,u {
CITY ATTORNEY
TAMARAC
The City For Your Life
City of Tarnir;1r ,
AGREEMENT
BETWEEN THE CITY OF TAMARAC
AND
SZABOWORKS, INC.
THIS AGREEMENT is made and entered into this 'I day of _tl;e (!L.r-7Z
, 2019, by and between the City of Tamarac, a municipal corporation with principal
offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and SzaboWorks,
Inc., a California corporation with principal offices located at 1433 Yosemite Ave, San
Francisco, CA 94124, referred to herein as (Artist) to provide for an exterior public
sculpture located at the Colony West Golf Club Clubhouse 6800 88th Avenue, Tamarac,
FL 33321.
Now therefore, in consideration of the mutual covenants hereinafter set forth, the
City and Consultant agree as follows:
1) The Contract Documents
The contract documents shall consist of this Agreement, and Artists response
incorporated to the Call to Artists titled "Colony West Hotel: Design Team Artist", which
was due on April 2, 2919, and all modifications issued after execution of this Agreement.
These documents form the Agreement, and all are as fully a part of the Agreement as if
attached to this Agreement or repeated therein. In the event of a conflict between this
document and any other contract documents, this Agreement shall prevail followed in
precedence by this Agreement, followed in order by Artist's response to Call for Artist.
2) The Work
2.1. The Artist shall perform the following Scope of Work under this Agreement
as set forth below:
2.1.1 As used in this Agreement, unless the context otherwise requires:
"Work" means the work of art consisting of creation and / or
installation of a significant sculpture placed at this location. The
sculpture shall emphasize the City of Tamarac's desire to
commission artwork that represents its changing community and
depicts the city's mission as 'The City for Your Life'. Once known
for its retirement community, Tamarac has now evolved into a City
of families and youth. The artwork must be capable of "holding its
own" as it will be one of Tamarac's Signature Sculpture that will
help define the City.
2.1.2 The artwork shall be durable and require minimal ongoing
maintenance. South Florida has a sub-tropical climate and is hot
and humid with an intense sun and seasonal heavy rain. Problems
with rust and fading should be avoided. The sculpture shall be
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designed and constructed in accordance with the Florida Building
Code. The artwork must be self-supporting on an open landscape
or hardscape and be large in scale, with no less than 20 feet in
height. The orientation of the sculpture must be vertical in the 30
feet by 10 feet designated easement area (see attached survey or
easement area).
2.1.3 The Artist and/or its authorized agents and representatives shall
perform all services and furnish all supplies, material and
equipment as necessary for the design and fabrication of the Work
by the Artist and its transportation and delivery, and installation at
the Site consistent with the final Design Proposal and Engineering
Drawings as approved by the Owner, including but not limited to
payment for insurance, supplies, materials, small tools, and
equipment.
2.1.4 Meetings and Marketing: The Artist shall be responsible for the
following related to meetings and marketing requirements:
2.1.4.1 Conduct one (1) public lecture at a venue to be
determined in the City of Tamarac.
2.1.4.2 Be available for a minimum of three (3) meetings with
the Public Art Committee or the City Commission to discuss
aspects of the artwork. Such meetings may be attended in
person or via telephone.
2.1.4.3 Artist to provide professional photos of the sculpture
for publication and marketing purposes.
2.1.5 The Artist shall determine the artistic expression, scope, design,
color, material, and texture of the Work as set forth in the Design
Proposal and Engineering Drawings subject to review and written
acceptance by the Owner on a timely basis as set forth in this
Agreement. The size shall be determined by City and Artist prior
of commencement of work.
2.1.4 The Artist shall at the Artist's sole expense obtain all licenses,
permits and approvals required with respect to the fabrication and
its obligations for installation of the finished Work at the Site.
2.1.5 The City shall provide the Artist with copies of all pertinent
information relating to any and all applicable state, county or city
ordinances, statutes, codes, regulations, and/or requirements
referenced in this Agreement on a timely basis as may be
required.
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2.1.6 It is understood and agreed that immediately upon execution of
this Agreement, the City shall appoint in writing an individual to
serve as the City's authorized representative for purposes of
administering this Agreement, and that the City's authorized
representative shall be the primary contact for such purposes. It is
expressly agreed that the Artist also may discuss the Work or its
requirements with various departments of the City but any
approvals required under this Agreement must be obtained in
writing from the City or its authorized representative. Email
constitutes writing for such purposes.
2.1.7 Artist shall appoint an authorized representative for administering
the Agreement on behalf of the Artist and shall be the City's
primary contact for obtaining any and all necessary approvals from
the Artist. All approvals required must be authorized in writing by
the Artist or its authorized representative. Email constitutes
writing for such purposes.
2.1.8 Address of Artwork:
Colony West Golf Club
6800 NW 88th Avenue
Tamarac, FL 33321
2.2 Commencement of Work & Project Schedule
2.2.1 Upon execution of this Agreement and issuance of a written Notice
to Proceed by City, which shall be issued upon approval and
acceptance of the final Design Proposal by the City, consistent
with the requirements of this Agreement, and upon the Artist's
receipt of the first installment payment from the City in accordance
with this Agreement.
2.2.2 Project Work Schedule:
Phase Duration
Contract Execution As Approved by City
Commission
Final Design, Engineering design 2 months after Notice to
development, material ordering Proceed issued
Studio fabrication &finishing, Site 4 months after previous task
preparation, foundation work completed
Shipping, installation preparation, 1 — 2 months after previous
site inspection, contingency task completed
period
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Delivery, installation, site clean- 1 —2 weeks after previous task
up and hardscaping completed
2.3 Fabrication
2.3.1 The Artist shall complete the design, fabrication, transportation and
installation of the Work in conformity with the final Design Proposal
as approved by the City.
2.3.2 Design development and modifications with drawings and/or models
sufficient to secure the approval of the Public Art Committee and the
City Commission.
2.3.3 Any material changes proposed by the Artist in the scope, design,
color, size, material or texture of the Work as depicted in the Design
Proposal shall be presented to the City for approval in writing prior to
implementation. A change shall be deemed "material" if it alters the
form, fit or function of the Work. Any such change shall be evidenced
by the execution of a written amendment or change order to this
Agreement signed by both parties.
2.3.4 Once the Work has been fabricated, the Artist shall submit a report
to the City, accompanied by photographs, slides, or other acceptable
documentation substantiating that the fabrication of the Work has
been completed in accordance with the Design Proposal.
2.3.5 Artist shall provide to City, Construction documents signed by a
Licensed Florida engineer.
2.4 Installation
2.4.1 The Artist is responsible for the transportation, delivery, off-truck
loading of the artwork at the designated site, and installation of the
Work.
2.4.2 The Artist shall make arrangements for access to the Site for delivery
and installation of the Work with the City or its authorized
representative.
2.4.3 The Artist shall be responsible for all expenses, labor and equipment
incurred in connection with delivery of the Work and for Site
preparation and installation of the Work.
2.4.4 The Artist shall exercise commercially reasonable efforts to limit
installation operations to the Site unless otherwise approved by the
City or its authorized representative.
2.4.5 Artist shall utilize commercially acceptable methods to maintain and
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anchor the artwork and the work site during installation in a safe and
secure manner, in order to protect against injury and vandalism. In
the event of a predicted storm event, Artist shall take all necessary
precautions to remove any loose materials at the job site within a
period of twenty-four (24) hours prior to any such predicted storm
event.
2.4.6 The Artist shall insure that the Site is clean, free of dust, construction
debris, and trash during installation, and at other times when directed
by the City. At all times while finish work is being accomplished, the
Artist shall insure that the Site is clean, free of dust, construction
debris and trash. Directly upon completion of the Work, the Artist
shall remove from the Site all of their respective equipment and any
waste materials not previously disposed of, leaving the Site clean
and ready for the City's final inspection.
2.4.7 Delivery and installation of the Work shall be in conformance with all
applicable federal, state, county, and municipal laws, including any
applicable health, safety, and fire regulations.
2.5 Post-Installation
2.5.1 Except as set forth below, the risk of destruction or damage to the
Work or any part thereof shall be borne by the Artist until written
acceptance of the Work. Accordingly, except as set forth herein, the
Artist shall at its sole cost and expense, repair and restore damage
to any portion of the Work until written acceptance of the Work by the
City. Notwithstanding the foregoing, after delivery of the Work to the
Site and during installation and until final acceptance of the Work by
the City as installed, under no circumstances shall the Artist be
responsible for the cost of repair for any damage caused by job-site
contractors or subcontractors hired by the City or otherwise not under
the Artist's contractual control or supervision or in the event of
vandalism or natural disasters resulting in damage to the Work or at
the Site.
2.5.2 Upon installation of the Work, the Artist shall provide and submit all
information on the Work as may be requested by the City for its files,
including but not limited to technical and maintenance information
including any "As Built" drawings, photographs, plans, all required
warranties as may be applicable, for use in maintaining and repairing
the Work, information regarding copyright of the Work by the Artist,
updated biographical information, and a statement regarding the
Work.
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2.6 Artist's Representations to the City
2.6.1 The Artist represents and warrants to the City that the fabrication and
installation of the Work will be performed in a workmanlike manner
and that the Work will be free of defects in workmanship or materials
consistent with the final Design Proposal and plans approved by the
City and that the Artist will, at the Artist's own expense, remedy any
defects due to faulty workmanship or materials that arise within a
period of three years from the Completion Date and the date the
Work is finally accepted by the City or five days after the Completion
Date, whichever shall first occur. Any and all such repair shall be
completed by the Artist in a proper, workmanlike manner consistent
with the Technical and Maintenance Record. This warranty does
not apply to damage to the Work that may be caused by hurricane or
high winds that result in the Work being struck by matter or materials.
2.6.2 Warranties provided to the Artist by the sub-contractors, if any, shall
be for at least one year from the date of final acceptance by the City.
All warranties related to the Work performed by sub-contractors
under this Agreement are hereby incorporated by reference and are
considered to define the extent and limitations of warranties
extended by the Artist to the City.
2.6.3 The Artist represents and warrants to the City that the Work is solely
the result of the artistic efforts of the Artist and that it will be installed
free and clear of any liens, claims or other encumbrances of any type
from any source whatsoever.
2.6.4 The personal skill, judgment and creativity of the Artist are essential
elements of this Agreement. Therefore, although the parties
recognize that the Artist may employ qualified personnel to work
under the Artist's supervision, the Artist shall not assign, transfer or
subcontract the creative and artistic portions of the Work to a person
other than the Artist without the prior written consent of the City's
authorized representative.
2.6.5 The Artist represents and warrants to the City that the Work will be a
unique placement and the artistic expressions included in the Work
do not infringe upon any copyright. The Artist will not execute or
authorize another to execute a duplicate Work consisting of a mural
of the exact same design and dimensions as the Work for placement
anywhere in the State of Florida. For the purposes of this warranty,
if the dimensions of another artwork exceed 75% of the dimensions
of the commissioned Work, the other artwork shall be deemed to be
of the same dimensions as the commissioned Work. This warranty
shall continue in effect for a period consisting of the life of the Artist
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plus 50 years and shall be binding on the Artist's heirs and assigns.
2.6.6 The Artist agrees that the Artist or other's acting on behalf of the
Artist will not make reference to or reproduce the Work, or any
portion thereof, in a way which reflects discredit on the Owner or the
Work.
2.7 City's Responsibilities
2.7.1 Upon request by the Artist, the City shall furnish the Artist, at no cost
to the Artist, the following information or services, provided however
that the City does not guarantee the accuracy of information provided
and assumes no liability therefore:
As applicable to the project, one (1) copy of all available data
pertinent to the Work, and information relative to code requirements,
policies, standards, criteria, and studies relating to the Work.
However, the Artist shall be responsible for searching the records
and requesting the information required.
2.7.2 The City shall promptly examine all materials and information
submitted by the Artist to the City for approval and acceptance and
shall take all actions and render all decisions promptly to avoid
unreasonable delay in the progress and acceptance of the Design
Proposal, and the Artist's Work. The City shall keep the Artist
advised concerning the progress of the City's review of any and all
materials and information submitted by the Artist to the City and of
the Work. Response by the City to the Artist's written request for
decisions shall be made as soon as possible but in any event within
the timeframes mandated by this Agreement.
2.7.3 The City shall pay the Artist on a timely basis in accordance with the
Local Government Prompt Payment Act, Section 218.70, Fla. Stat,
et. seq, and the terms and conditions of this Agreement and shall not
modify, repair or use the Work or the Artist's name in any manner
that reflects discredit on the Work or on the name of the Artist or on
the reputation of the Artist.
2.7.4 In view of the parties' intention that the Work shall constitute the
artistic expression of the Artist and that all right, title and interest in
and to any and all intellectual property associated with the Work shall
not make and shall not permit any third party to make, any additional,
exact duplicate two or three-dimensional reproductions of the final
Work, including but not limited to any sculptures, drawings, paintings,
photographs or other images except with the written permission of
the Artist. Notwithstanding the foregoing, the City may make and
use two-dimensional reproductions of the Work with proper
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attribution to the Artist and the Artist for non-commercial publicity
purposes to promote the Work as set forth herein.
2.8 Repair and Restoration
Except as otherwise set forth in this Agreement, maintenance of the Work
after installation of the Work at the Site and the City's written acceptance of
the Work shall be the responsibility of the City. The City shall maintain the
Work and/or make minor or emergency repairs without the Artist's approval
or consultation, provided such work is performed in accordance with
recognized principles of conservation as determined by the Artist. It will be
policy of the City to consult with the Artist regarding repairs and restoration
which are undertaken during the Artist's lifetime when that is practicable
only when such work does not comply with the maintenance guidelines
provided by the Artist. To facilitate consultation, the Artist will notify the City
of any change in the Artist's permanent address. If the Artist is unable or
unwilling to perform any necessary repairs or restoration, the City will cause
to have such work performed at the City's own expense in accordance with
the Artist's specifications for maintenance and repair contained in the
Technical and Mechanical Record" to be provided by Artist to City prior to
final completion of the project.
2.9 Removal or Restoration
Notwithstanding any provision of law, the parties agree that removal,
destruction or relocation of the Work may occur. While it is the City's intent
to permanently retain and publicly display the Work it has acquired through
the Public Art program, circumstances may arise that would make it prudent
for the City to remove the Work from public display. The Artist hereby
acknowledges that the Work when installed, will be incorporated within and
made a part of the Site in such a way that removing the Work from the Site,
or destruction or modification of"Site" may cause the destruction, distortion
or mutilation, of the Work. The Artist hereby acknowledges that the Work,
when installed, will be the property of the City. The Artist therefore agrees
that the City shall have absolute right incidental to its ownership of the Site
and the Work to remove, relocate, replace, transport, transfer, sell, or store
the Work, (such actions being referred to herein as "Removal"), or to
destroy, (such actions being referred to herein as "Destructions"), the Work
at such times as the City shall deem necessary in order to exercise its
powers and responsibilities with respect to the Site. The City shall notify
the Artist in writing no less than 90 days in advance of such removal. In the
event of any damage whatsoever to the Work, the Artist reserves the right
to withdraw attribution of the Work to the Artist.
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2.10 Public Hazard
In the event that the Owner determines that the Work presents an imminent
hazard to the public, the City may authorize the removal of the Work without
approval of the Artist. The Artist shall be notified within thirty (30) days of
such action, and the City shall then consider options for the final disposition,
repair, reinstallation, maintenance or deaccession of the Work. In the event
of any damage whatsoever to the Work or deaccession of the Work, the
Artist reserves the right to withdraw attribution of the Work to the Artist.
2.11 Traffic Control and Working Hours
Pricing provided by Artist under this Agreement shall include all costs
relating to the maintenance of pedestrian traffic including any and all safety
equipment necessary, including but not limited to barricades, signage,
traffic markings, arrow boards, etc. Alternatively, the Artist may provide a
lump sum cost to cover all aspects of required maintenance of pedestrian
traffic.
3) Intellectual Property Rights and Ownership
3.1 Unless otherwise expressly agreed to in writing by the City, ownership of all
art acquired through expending funds in the public art fund shall be vested
in the City, which shall obtain title to each work of art. Additionally, all
Engineering Drawings, photographs, shop drawings, plans, materials and
specifications shall become the property of the City upon completion of the
project, and shall be delivered to City prior to completion of the Agreement.
Artist shall provide a waiver of rights. Title to the Work shall pass to the City
upon written notice to the Artist of final acceptance of the Work after
installation at the Site.
3.2 It is expressly understood and agreed that the Artist retains: (1) all right, title
and interest in all intellectual property associated with the Work, including
but not limited to all rights to the design of the Work, all rights to all
copyrights with respect to the Work under the Copyright Act of 1976, 17
U.S.C. & 101, et seq., as amended by the Visual Artists Rights Act of 1990,
and any successor act, and all moral rights; and (3) all rights expressly
granted in this Agreement.
3.3 The Artist hereby grants the City the sole and exclusive right to display the
Work, and two-dimensional reproductions of the Work, and upon the prior
consent of the Artist, which consent shall not be unreasonably withheld, to
loan the Work and such reproductions to others with authority to display it
publicly with proper attribution to the Artist. Except for those rights retained
as provided herein, the Artist agrees that the Artist shall not undertake any
public display of the Work in a three dimensional form.
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3.4 With the Artist's prior, written consent, the Artist hereby authorizes the City
to make, and to authorize the making of, photographs and other two-
dimensional reproductions of the Work for educational, public relations, arts
promotional, non-commercial purposes. For the purposes of this
Agreement, the following are among those deemed to be reproductions for
non-commercial purposes: brochures and pamphlets pertaining to the City;
reproduction in exhibition catalogues, books, slides, photographs and in
news sections of newspapers; in general books and magazines not
primarily devoted to art but of an educational nature; electronic media and
television from stations operated for educational purposes. On any and all
such reproductions, the City shall place a copyright notice in the form and
manner required to protect the copyright in the Work under the United
States copyright law, the Berne Convention and any and all copyright
international conventions as may be enacted and/or amended from time to
time.
3.5 All references to the Work and all reproductions of the Work shall credit the
Work to the Artist unless the Artist makes a specific written request to not
include the Artist as part of the credit.
3.6 The Artist agrees that all formal references to the Work and noncommercial
reproductions of the Work under the Artist's control shall include the
following credit line: "A Public Art Commissioned for the City of Tamarac,
Florida."
3.7 The Artist also shall be available at such time or times as may be agreed
between the City and the Artist to attend inauguration or presentation
ceremonies relating to the final installation of the Work and the transfer of
title to the Work to the City. The City shall use its best efforts to arrange for
publicity for the completed Work in such art publications and otherwise as
may be determined between the City and the Artist as soon as practicable
following installation.
3.8 The Artist may, as part of this Agreement, be requested by the City with
reasonable advance notice to discuss the Work with the general public
and/or press/media representatives in special meetings scheduled for this
purpose. Scheduling of all such requests shall take into account the Artist's
schedules and commitments and may occur as agreed by the parties in
writing. The Artist shall be entitled to be reimbursed by the City for travel
and expenses for such events in accordance with the City's standard travel
policies and procedures.
4) Contract Sum AND Funding
4.1 The City agrees to pay Artist a fixed sum not to exceed Seventy-Five
Thousand dollars and no cents ($75,000) for work completed under this
Agreement which shall include Artwork cost consisting of design
development, consultation, professional fees, labor, materials, fabrication
and Installation.
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5) Payments
Payment shall be paid in the following installments, expressed as percentages of
the fixed price, each installment to represent full and final payment for all services and
material provided to payment thereof.
5.1 15% ($11,250.00) upon Notice to Proceed with design phase by the City's
Administrative Agent and the Artist's submission to the City of any executed
contracts and upon the Artist's submission of a properly completed invoice
to the City.
5.1 25% ($18,750.00) upon acceptance of final Design Proposal and Notice to
Proceed with fabrication by the City's Administrative Agent and upon the
Artist's submission of a properly completed invoice to the City.
5.2 25% ($18,750.00)at fifty percent(50%) completion of the project upon proof
of attaining 50% completion by the City's Administrative Agent and upon the
Artist's submission of a properly completed invoice to the City.
5.3 25% ($18,750.00) at full completion of fabrication and notification to the City
by the Artist that the Work is ready to ship to Tamarac, upon proof of
attaining this requirement by the City's Administrative Agent and upon the
Artist's submission of a properly completed invoice to the City.
5.4 10% ($7,500.00) after installation, completion and approval of the project,
upon proof of final project completion by the Administrative Agent and the
Artist's submission of proof of completion and all documents to be provided
by Artist upon completion, and upon the Artist's submission of properly
completed invoice to the City.
5.5 The City reserves the right to review and inspect all work incorporated into
the project, and shall only pay for work approved by the City. This provision
shall be subject to any additions and deductions by subsequent change
order provided in the contract documents. All payments shall be governed
by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218.
6) Independent Contractor
6.1 This Agreement does not create an employee/employer relationship
between the Parties. It is the intent of the Parties that the Artist is an
independent contractor under this Agreement and not the City's employee
for any purposes, including but not limited to, the application of the Fair
Labor Standards Act minimum wage and overtime payments, Federal
Insurance Contribution Act, the Social Security Act, the Federal
Unemployment Tax Act, the provisions of the Internal Revenue Code, the
State Worker's Compensation Act, and the State Unemployment Insurance
law. The Artist shall retain sole and absolute discretion in the judgment of
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the manner and means of carrying out Artist's activities and responsibilities
hereunder provided, further that administrative procedures applicable to
services rendered under this Agreement shall be those of Artist, which
policies of Artist shall not conflict with City, State, or United States policies,
rules or regulations relating to the use of Artist's funds provided for herein.
The Artist agrees that it is a separate and independent enterprise from the
City, that it had full opportunity to find other business, that it has made its
own investment in its business, and that it will utilize a high level of skill
necessary to perform the work. This Agreement shall not be construed as
creating any joint employment relationship between the Artist and the City
and the City will not be liable for any obligation incurred by Artist, including
but not limited to unpaid minimum wages and/or overtime premiums.
6.2 The Artist, it's employees, subcontractors, volunteers and agents shall be
and remain independent contractors and not agents or employees of CITY
with respect to the acts and services performed by and under the terms of
this Agreement. This Agreement shall not in any way be construed to create
an employer/employee relationship, a partnership association, joint venture
or undertaking between the parties.
6.3 Neither the Artist nor any of its employees, subcontractors, volunteers or
agents shall receive or be entitled to any benefits afforded to CITY
employees.
6.4 The Artist acknowledges that they: i) maintain a separate business with their
own work facility, truck, equipment, materials, or similar accommodations;
ii) hold or have applied for a federal employer identification number, unless
they are a sole proprietor who is not required to obtain a federal employer
identification number under state or federal regulations; iii) perform work or
are available to perform work for any entity in addition to or besides the
CITY at their own election without the necessity of completing an
employment application or process; receive compensation for work or
services rendered on a competitive bid basis or completion of a task or a
set of tasks as defined by this contractual agreement.
7) Insurance and Indemnification
7.1 Artist's & Installation Firm's Insurance
Prior to commencement of any work pursuant to this Agreement, both the Artist
and any Installation firm subcontracted by the Artist shall obtain at Artist's / Sub-
contractor's expense all necessary insurance in such form and amount as
required by the City's Risk & Safety Officer before beginning work under this
Agreement. Artist shall maintain such insurance in full force and effect during the
life of this Agreement. Artist shall provide to the City's Risk & Safety Officer
certificates of all insurance required under this section prior to beginning any
work under this Agreement. Artist shall indemnify and save the City harmless
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from any damage resulting to it for failure of either Artist or any subcontractor to
obtain or maintain such insurance.
The following are required types and minimum limits of insurance coverage, which
the Artist agrees to maintain during the term of this contract:
Limits
Line of Business/ Coverage Occurrence Aggregate
Commercial General Liability $1,000,000 $1,000,000
Including:
Premises/Operations
Contractual Liability
Personal Injury
Explosion, Collapse, Underground Hazard
Products/Completed Operations
Broad Form Property Damage
Cross Liability and Severability of Interest Clause
Automobile Liability $1,000,000 $1,000,000
Workers' Compensation & Statutory
Employer's Liability
If the Artist has no employees as defined by Florida Statutes and Regulations, and
the Artist submits a letter so stating, this requirement may be waived in writing by
the State of Florida; however, Artist shall be responsible for obtaining a waiver for
Worker's compensation coverage from the State of Florida Division of Workers'
Compensation.
The City reserves the right to require higher limits depending upon the scope of
work under this Agreement.
Neither Artist nor any subcontractor shall commence work under this contract until
they have obtained all insurance required under this section and have supplied the
City with evidence of such coverage in the form of an insurance certificate and
endorsement. The Artist will ensure that all subcontractors will comply with the
above guidelines and will maintain the necessary coverage throughout the term of
this Agreement. Subcontractors shall name the Artist and City as additional
insureds, and shall produce appropriate certificates of insurance to be placed on
file with the City.
All insurance carriers shall be rated at least A-VII per A.M. Best's Key Rating Guide
and be licensed to do business in Florida. Policies shall be "Occurrence" form.
Each carrier will give the City sixty (60) days notice prior to cancellation.
The Artist's liability insurance policies shall be endorsed to add the City of Tamarac
as "additional insured" parties. The Installation Sub-contractor (if applicable) shall
name the City of Tamarac and the Artist as an Additional Insured. The Artist's
Worker's Compensation carrier will provide a Waiver of Subrogation to the City.
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The Artist shall be responsible for the payment of all deductibles and self-insured
retentions.
The City may require that the Artist purchase a bond to cover the full amount of
the deductible or self-insured retention. If the Artist is to provide professional
services under this Agreement, the Artist must provide the City with evidence of
Professional Liability insurance with, at a minimum, a limit of $1,000,000 per
occurrence and in the aggregate. "Claims-Made" forms are acceptable for
Professional Liability insurance.
7.2. Indemnification
7.2.1 The Artist shall indemnify and hold harmless the City and Broward
County, their elected and appointed officials, employees, and agents
from any and all claims, suits, actions, damages, liability, and
expenses (including attorneys' fees) in connection with loss of life,
bodily or personal injury, or property damage, including loss of use
thereof, directly or indirectly caused by, resulting from, arising out of
or occurring in connection with the operations of the Artist or its
officers, employees, agents, subcontractors, or independent
Contractors, excepting only such loss of life, bodily or personal injury,
or property damage solely attributable to the gross negligence or
willful misconduct of the City or its elected or appointed officials and
employees. The above provisions shall survive the termination of
this Agreement and shall pertain to any occurrence during the term
of this Agreement, even though the claim may be made after the
termination hereof.
7.2.2 Upon completion of all Services, obligations and duties provided for
in this Agreement, or in the event of termination of this Agreement
for any reason, the terms and conditions of this Article shall survive
indefinitely.
7.2.3 The Artist shall pay all claims, losses, liens, settlements or judgments
of any nature whatsoever in connection with the foregoing
indemnifications including, but not limited to, reasonable attorney's
fees (including appellate attorney's fees) and costs.
7.2.4 The City and Artist recognize that various provisions of this Agreement,
including but not limited to this Section, provide for indemnification by
the Artist and requires a specific consideration be given there for. The
Parties therefore agree that the sum of Ten Dollars and 00/100
($10.00), receipt of which is hereby acknowledged, is the specific
consideration for such indemnities, and the providing of such
indemnities is deemed to be part of the specifications with respect to
the services to be provided by Artist. Furthermore, the City and Artist
understand and agree that the covenants and representations relating
to this indemnification provision shall serve the term of this Agreement
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and continue in full force and effect as to the City's and the Artist's
responsibility to indemnify.
i. City reserves the right to select its own legal counsel to conduct any
defense in any such proceeding and all costs and fees associated
therewith shall be the responsibility of Artist under the indemnification
agreement.
ii. Nothing contained herein is intended nor shall be construed to waive
City's rights and immunities under the common law or Florida
Statutes 768.28, as amended from time to time.
8) Non-Discrimination & Equal Opportunity
The Artist is an equal opportunity employer and shall not discriminate against any
employee or applicant for employment because of race, color, sex including pregnancy,
religion, age, national origin, marital status, political affiliation, familial status, sexual
orientation, gender identity and expression, or disability. The Artist will take affirmative
action to ensure that employees are treated during employment, without regard to their
race, color, sex including pregnancy, religion, age, national origin, marital status, political
affiliation, familial status, sexual orientation, gender identity or expression, or disability.
Such actions must include, but not be limited to, the following: employment, promotion;
demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of
pay or other forms of compensation; and selection for training, including apprenticeship.
The Artist shall agree to post in conspicuous places, available to employees and
applicants for employment, appropriate legal notices as required by law.
The City is an equal opportunity employer and shall not discriminate against any
employee or applicant for employment because of race, color, sex including pregnancy,
religion, age, national origin, marital status, political affiliation, familial status, sexual
orientation, gender identity and expression, or disability. The City will take affirmative
action to ensure that employees are treated during employment, without regard to their
race, color, sex including pregnancy, religion, age, national origin, marital status, political
affiliation, familial status, sexual orientation, gender identity or expression, or disability.
Such actions must include, but not be limited to, the following: employment, promotion;
demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of
pay or other forms of compensation; and selection for training, including apprenticeship.
The City shall agree to post in conspicuous places, available to employees and applicants
for employment, appropriate legal notices as required by law.
9) Notice
Whenever either party desires or is required under this Agreement to give notice
to any other party, it must be given by written notice either delivered in person, sent by
U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger
service, as follows:
TAMARAC
The City For Your Life
City of Tamarac Purchasing& Cnntrac,s Civis,o
CITY
City Manager
City of Tamarac
7525 N.W. 88th Avenue
Tamarac, FL 33321
With a copy to City Attorney at the following address:
Goren, Cherof, Doody & Ezrol, P.A.
3099 East Commercial Blvd., Suite 200
Fort Lauderdale, FL 33308
ARTIST
SzaboWorks Inc.
1433 Yosemite Ave
San Francisco, CA 94124
Attn: Mike Szabo, CEO
10) Termination
10.1 Termination for Convenience: This Agreement may be terminated by the
City for convenience, upon seven (7) days of written notice by the City to
the Artist for such termination in which event the Artist shall be paid its
compensation for services performed to termination date, including services
reasonably related to termination. In the event that the Artist abandons this
Agreement or causes it to be terminated, Artist shall indemnify the city
against loss pertaining to this termination.
10.2 Default by Artist: In addition to all other remedies available to the City, this
Agreement shall be subject to cancellation by the City for cause, should the
Artist neglect or fail to perform or observe any of the terms, provisions,
conditions, or requirements herein contained, if such neglect or failure shall
continue for a period of thirty(30)days after receipt by Artist of written notice
of such neglect or failure.
11) Public Records
11.1 The City of Tamarac is a public agency subject to Chapter 119, Florida
Statutes. The Contractor shall comply with Florida's Public Records Law.
Specifically, the Contractor shall:
11.1.1 Keep and maintain public records required by the City in order
to perform the service;
11.1.2 Upon request from the City's custodian of public records,
provide the public agency with a copy of the requested records
or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost
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City of Tamarac Purchas,riq& Contracts Drvrsio(7
provided in this chapter or as otherwise provided by law.
11.1.3 Ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not
disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the
contractor does not transfer the records to the City.
11.1.4 Upon completion of the contract, transfer, at no cost to the City,
all public records in possession of the Contractor, or keep and
maintain public records required by the City to perform the
service. If the Contractor transfers all public records to the City
upon completion of the contract, the Artist shall destroy any
duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the
Artist keeps and maintains public records upon completion of
the contract, the Artist shall meet all applicable requirements
for retaining public records. All records stored electronically
must be provided to the City, upon request from the City's
custodian of public records in a format that is compatible with
the information technology systems of the City.
11.2 During the term of the contract, the Artist shall maintain all books, reports and
records in accordance with generally accepted accounting practices and standards
for records directly related to this contract. The form of all records and reports shall
be subject to the approval of the City's Auditor. The Artist agrees to make available
to the City's Auditor, during normal business hours and in Broward, Dade or Palm
Beach Counties, all books of account, reports and records relating to this contract.
12) PUBLIC RECORDS CUSTODIAN
IF THE ARTIST HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT IS
THE ARTIST'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
CITY CLERK
7525 NW 88TH AVENUE
ROOM 101
TAMARAC, FL 33321
(954) 597-3505
CITYCLERK(c TAMARAC.ORG
13) Scrutinized Companies
TAMARAC
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Cite of Tamarac Pnrchasino, & Contracts'Divi:tior.
By execution of this Agreement, in accordance with the requirements of F.S. 287-
135 and F.S. 215.473, Contractor certifies that Contractor is not participating in a
boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in
Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List, or has Contractor been engaged in business operations in Syria.
Subject to limited exceptions provided in state law, the City will not contract for the
provision of goods or services with any scrutinized company referred to above.
Submitting a false certification shall be deemed a material breach of contract. The City
shall provide notice, in writing, to Contractor of the City's determination concerning the
false certification. Contractor shall have five (5) days from receipt of notice to refute the
false certification allegation. If such false certification is discovered during the active
contract term, Contractor shall have ninety (90) days following receipt of the notice to
respond in writing and demonstrate that the determination of false certification was
made in error. If Contractor does not demonstrate that the City's determination of false
certification was made in error then the City shall have the right to terminate the contract
and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended
from time to time.
14) Uncontrollable Forces
14.1 Neither the City nor Artist shall be considered to be in default of this
Agreement if delays in or failure of performance shall be due to Uncontrollable
Forces, the effect of which, by the exercise of reasonable diligence, the non-
performing party could not avoid. The term "Uncontrollable Forces" shall mean any
event which results in the prevention or delay of performance by a party of its
obligations under this Agreement and which is beyond the reasonable control of the
nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms,
lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions.
14.2 Neither party shall, however, be excused from performance if
nonperformance is due to forces, which are preventable, removable, or remediable,
and which the nonperforming party could have, with the exercise of reasonable
diligence, prevented, removed, or remedied with reasonable dispatch. The
nonperforming party shall, within a reasonable time of being prevented or delayed
from performance by an uncontrollable force, give written notice to the other party
describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
15) Agreement Subject to Funding
This agreement shall remain in full force and effect only as long as the
expenditures provided for in the Agreement have been appropriated by the City
Commission of the City of Tamarac in the annual budget for each fiscal year of this
Agreement, and is subject to termination based on lack of funding.
16) Venue and Jurisdiction
This Agreement shall be governed by the laws of the State of Florida as now and
TAMARAC
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Cr'v of T-r'3arac Purchasing& Contracts
hereafter in force. By execution of this Agreement, Artist agrees to be subject to the
jurisdiction of the State of Florida for the express purpose of the resolution of any disputes
arising from this Agreement. The venue for actions arising out of this agreement is fixed
in Broward County, Florida.
17) Signatory Authority
The Artist shall provide the City with copies of requisite documentation evidencing
that the signatory for Artist has the authority to enter into this Agreement.
18) Severability; Waiver of Provisions
Any provision in this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provisions in any other jurisdiction. The non-enforcement
of any provision by either party shall not constitute a waiver of that provision nor shall it
affect the enforceability of that provision or of the remainder of this Agreement.
19) Merger; Amendment
This Agreement constitutes the entire Agreement between the Artist and the City,
and negotiations and oral understandings between the parties are merged herein. This
Agreement can be supplemented and/or amended only by a written document executed
by both the Artist and the City.
20) No Construction Against Drafting Party
Each party to this Agreement expressly recognizes that this Agreement results
from the negotiation process in which each party was represented by counsel and
contributed to the drafting of this Agreement. Given this fact, no legal or other
presumptions against the party drafting this Agreement concerning its construction,
interpretation or otherwise accrue to the benefit of any party to the Agreement, and each
party expressly waives the right to assert such a presumption in any proceedings or
disputes connected with, arising out of, or involving this Agreement.
Remainder of Page Intentionally Blank
TAMARAC
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City of Tamarac Prrchasinq& Contracts Division
IN WITNESS WHEREOF, the parties have made and executed this Agreement on
the respective dates under each signature. CITY OF TAMARAC, signing by and through
its Mayor and City Manager, and ARTIST, duly authorized to execute same.
CITY OF TAMARAC
\\0 TA ✓ %
O . A"I�� /
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/1- /ddie. i' , _
EST�g�-IS. Ir D Mayor Michelle J. Gomez
1933 .Q . SEAL .: 0,: I l l i0 I i
1�"�;.' . • Date' \-149------
ATTEST: Michael C. Cernech
City Manager
.1/4--N:.-1,3_,,,s.:,,—. t r- ( 6-(1
Lillian Pabon, CMC Date:
Acting City Clerk
l ai lt2 , \ cr Approved as to form and legal sufficiency:
Date
1.4-1-4 (ePi,p,2)—
f1., \41)
el S. Goren, City Attorney
11 /1011
Date
ATTEST:
Szaboworks Inc.
Artist
AJONi
Michael Szabo, CEO
/1/0-/-7,019
Date
T� MARAC
The City For Your Life
City of Tamarac Purchasing& Contracts Division
CORPORATE ACKNOWLEDGEMENT
STATE OF 0akI k)YkrtVA
:SS
COUNTY OF Sail at(trikSc%o:
I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State
aforesaid and in the County aforesaid to take acknowledgments, personally appeared
Michael Szabo, CEO of Szaboworks, Inc., a California Corporation, to me known
to be the person$ described in and who executed the foregoing instrument and
acknowledged before me that he/she executed the same.
WITNESS my hand and official seal this , day of NOVO (110Q_A" 1'1- , 20 /9.
Signature of Notary Public
State of-Flew at Large
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Il Personally known to me or
ilZI Produced Identification
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n DID take an oath, or
,O" DID NOT take an oath.