Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
R19-014
1 RESOLUTION NO. R19-014 2 3 4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 5 FLORIDA, APPROVING AND AUTHORIZING THE CITY 6 MANAGER TO SIGN A KINETIC ART FABRICATION 7 AGREEMENT WITH EES DESIGNS, LLC., IN THE AMOUNT OF 8 $334,161.45.00 FOR THE TOWN SQUARE KINETIC PUBLIC ART 9 PROJECT.; AND PROVIDING AN EFFECTIVE DATE. 10 11 12 WHEREAS, at the December 18, 2018 City Commission meeting the Commission 13 approved the Town Square Public Art Master plan concepts that were presented; and 14 WHEREAS, the public art projects will contribute to a well planned Town Square 15 redevelopment plan that will brand the city, generate cultural tourism and stimulate economic 16 development; and 17 WHEREAS, to implement the public art projects each will have an agreement with 18 the selected artist to begin the projects public input sessions, fabrication and installation 19 timeline to meet the 2020 construction schedule; and 20 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 21 recommendation of staff, deems it to be in the best interests of the City residents to approve 22 and authorize the City Manager to sign a Kinetic Art Fabrication Agreement with EES 23 Designs,LLC., in the amount of$334,161.45 for the Town Square Kinetic Public Art Project. 24 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 25 THE CITY OF BOYNTON BEACH,FLORIDA,THAT: 26 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 27 being true and correct and are hereby made a specific part of this Resolution upon adoption 28 hereof. 29 Section 2. The City Commission hereby approves and authorizes the City C:\Users\StanzioneT\AppData\L.ocal\Microsoft\Windows\Temporary Internet Files\Content.IE5\52FYTEOE\Kinetic_Art_Fabrication_Agreement_with_EES_Designs_-_Reso.docx 30 Manager to sign a Kinetic Art Fabrication Agreement with EES Designs,LLC., in the amount 31 of$334,161.45 for the Town Square Kinetic Public Art Project. A copy of the Agreement is 32 attached hereto as Exhibit"A." 33 Section 3. This Resolution shall become effective immediately upon passage. 34 PASSED AND ADOPTED this 5th day of February, 2019. 35 CITY OF BOYNTON BEACH, FLORIDA 36 37 YES NO 38 39 Mayor—Steven B. Grant t.-- 40 _40 41 Vice Mayor—Christina L. Romelus 4,. 42 43 Commissioner—Mack McCray 44 45 Commissioner—Justin Katz V 46 47 Commissioner—Aimee Kelley i/ 48 _ 49 VOTE 3 :0 50 ATTEST: 51 52 / /;/,2- 53 A. G(54 Judith . Pyle, CMC 55 City erk 56 57 58 (Corporate Seal) =0 A. d �- :, t..:. ' b• C:\Users\StanzioneT\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.IES\52FYTEOE\Kinetic_Art_Fabrication_Agreement_with_EES_Designs_-_Reso.docx \ y KINETIC ART FABRICATOR AGREEMENT THIS AGREEMENT,dated the 24 day of January,2019,is by and between: City of Boynton Beach, a municipal corporation, organized and operating pursuant to the laws of the State of Florida,with a business address of P.O. Box 310,Boynton Beach,FL 33425,hereinafter referred to as"CITY",and FABRICATOR EES Designs.LLC with an address of 2801 NW 55th CT.Ste #5E,Fort Lauderdale,FL 33309 in hereinafter referred to as"KINETIC ART FABRICATOR." CITY and KINETIC ART FABRICATOR may hereinafter collectively be referred to as the"Parties." WITNESSETH: In consideration of the mutual terms and conditions, promises, covenants and payments hereinafter set forth, CITY and KINETIC ART FABRICATOR as follows: WHEREAS,public art is a work of art, generally created by a public KINETIC ART FABRICATOR exhibiting the highest quality of skill and aesthetic principals and includes all forms of the visual arts conceived in any medium, material or combination hereof, including but not limited to interactive, kinetic, paintings, sculptures, stained glass. mosaics, murals, and KINETIC ART FABRICATOR designed functional, architectural, landscaped, and landform elements as described in the Public Art Ordinance 07-002;and WHEREAS, CITY desires to obtain professional services from KINETIC ART FABRICATOR for the creation of public artwork;and WHEREAS, KINETIC ART FABRICATOR possesses the specific skills, talent, expertise, experience and knowledge to provide CITY with the artwork in a professional and KINETIC ART FABRICATOR manner,and WHEREAS,KINETIC ART FABRICATOR has stated an interest in working on the creation of public artwork for the Kinetic Public Art Project;and WHEREAS, CITY desires to commission the KINETIC ART FABRICATOR to create Kinetic Public Art Project for initial display at the NW corner of Seacrest Blvd. and E. Ocean Ave,Boynton Beach, Florida(the"Site") on the terms and conditions set forth in this agreement. NOW,THEREFORE,in consideration of the mutual promises, covenants and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed herein between the Parties hereto as follows: ARTICLE 1 1.1. RECITALS:Each"whereas"clause set forth above is true and correct and herein incorporated by this reference. ARTICLE 2 SERVICES AND RESPONSIBILITIES 2.1. KINETIC ART FABRICATOR hereby agrees to create the public artwork described in proposal attached hereto as Exhibit A(the"Kinetic Public Art Project"), or other services which may otherwise be required,as further enumerated in the Scope of Services set forth in Article 3 herein below. 2.2. The public artwork shall be installed by the KINETIC ART FABRICATOR in the location at the site as designated by the approved public art project proposal. 2.3. KINETIC ART FABRICATOR shall furnish all services and labor necessary and as may be required in the performance of this agreement. 2.4. KINETIC ART FABRICATOR hereby represents to CITY, with full knowledge that CITY is relying upon these representations when entering into this agreement with KINETIC ART FABRICATOR, that KINETIC ART FABRICA- TOR has the professional expertise,talent,experience and manpower to perform the services to be provided by KINETIC ART FABRICATOR pursuant to the terms of this agreement. Page 1 of 24 I 2.5. KINETIC ART FABRICATOR represents and warrants that all work performed pursuant to this agreement, in- cluding but not limited to the public artwork, is an original creation and does not infringe upon or violate any copyrights or other rights of any person,firm or organization. KINETIC ART FABRICATOR does hereby indemnify and hold CITY harmless from and against any and all claims and liabilities that may arise as a result of any breach of the foregoing repre- sentation and warranty. 2.6. CITY recognizes that authors of visual art have certain rights pursuant to the Federal Visual Rights Act of 1990, known as"VARA". CITY will not intentionally distort,mutilate and/or modify the public artwork in a manner that would be prejudicial to artworks creator's honor or reputation. 2.7. CITY is entitled to exhibit, publish,broadcast, advertise and otherwise use the likeness of the public artwork, in any non-commercial, non-profit manner CITY sees fit. Incidental appearance of the public artwork in photographs or in depictions of the store front where the public art is located shall not violate the prohibition set forth in this paragraph. 2.8. CITY agrees to give the artworks creator full acknowledgement and credit as the creator of the public artwork, with the placement of a plaque or similar object on and/or near the public artwork. 2.9. The value of the public artwork is established when the price of the art is commissioned. 2.10. CITY agrees to provide the KINETIC ART FABRICATOR reasonable access to the site to prepare the public artwork for installation. KINETIC ART FABRICATOR may not obstruct access to the entrance to the project and KINETIC ART FABRICATOR shall be responsible for securing the installation site to protect the public from any hazards that may arise during preparation of the site or installation of the public artwork. 2.11. KINETIC ART FABRICATOR may not hire or utilize the services of any sub-contractor, employee or other indi- vidual to assist the KINETIC ART FABRICATOR in performing services under this agreement without the prior written approval of CITY. 2.12 KINETIC ART FABRICATOR warranties the final product against all defects in workmanship and materials for a period of two years from the date of installation and agrees to repair or replace defective materials and workmanship at KINETIC ART FABRICATOR's sole cost. ARTICLE 3 SCOPE OF SERVICES KINETIC ART FABRICATOR shall perform the following services in accordance with this Agreement with CITY as follows: 3.1. All work performed under this Agreement shall be done in a professional manner. 3.2. The public artwork shall be produced to CITY's satisfaction and in conformity with the appropriate moral and ethical standards for the community in which the Site is located. The quality of the completed public art is a matter of prime importance and shall meet all applicable industry standards. CITY shall have the right to approve and/or reject the public artwork or any portion thereof. The display,of the public artwork shall be subject to the sole discretion of CITY. 3.3 The KINETIC ART FABRICATOR shall perform and provide services as set forth in the Proposal for"Kinetic Public Art Project",a copy of which is attached hereto as Exhibit"A". 3.4 KINETIC ART FABRICATOR is required to coordinate with Public Art Manager and Town Square project team to prepare, install and complete the public art project. Public Art Manager will monitor the project and from time to time document the public art projects process. The Project is estimate to begin March 1, 2019 with an estimated completion date of March 1,2020. t � I Page 2 of 24 I ARTICLE 4 TERM AND TERMINATION 4.1. This Agreement shall take effect as of the date of execution as shown herein below and shall end upon completion of the KINETIC ART FABRICATOR's work and services described in Articles 2 and 3 hereof. 4.2. All documents, plans, work products, materials, equipment and tools belonging to CITY will be furnished to CITY upon completion and/or termination of the agreement,whichever occurs first. 4.3 CITY's rights to exhibit,publish, broadcast,advertise and otherwise use of the likeness of the public artwork for non-commercial non-profit purposes or if for commercial purposes if incidental to photographs or renderings of the site shall survive the termination of this agreement. ARTICLE 5 COMPENSATION 5.1. CITY shall provide compensation and/or payments to the KINETIC ART FABRICATOR as set forth in the Proposal for the"Kinetic Public Art Project"a copy of which is attached hereto as Exhibit"A". 5.2 Title to the public artwork passes to CITY of Boynton Beach upon payment of the compensation. ARTICLE 6 CHANGES TO SCOPE OF WORK AND ADDITIONAL WORT{ 6. CITY or KINETIC ART FABRICATOR may request changes that would increase,decrease or otherwise modify the Scope of Services to be provided under this Agreement. Such changes or additional services must be in accordance with the provisions of the Code of Ordinances of Boynton Beach and must be contained in a written amendment,executed by the Parties hereto, with the same formality and with equal dignity herewith prior to any deviation from the term or scope of this Agreement, including the initiation of any additional or extra work. In no event will KINETIC ART FABRI- CATOR be compensated for any additional work or change from attached Exhibit A which has not been described in a separate written Agreement executed by the Parties hereto. ARTICLE 7 MISCELLANEOUS 7.1. Insurance. Worker's Compensation Insurance, property damage, liability insurance and vehicular liability insurance shall be maintained by KINETIC ART FABRICATOR during the life of this Agreement to comply with statutory limits for all employees, and in the case any work is sublet, the KINETIC ART FABRICATOR shall require the sub- contractors similarly to provide Worker's Compensation Insurance at the same levels required by the KINETIC ART FABRICATOR for all the subcontractor's employees unless such employees are covered by the protection afforded by the KINETIC ART FABRICATOR. A. KINETIC ART FABRICATOR shall secure and maintain in force, throughout the duration of this Agreement, comprehensive general and automobile liability insurance with a minimum coverage of$1,000,000 per occurrence; $2,000,000 aggregate for personal injury; $1,000,000 per occurrence, $2,000,000 aggregate for property damage;and, professional liability insurance in the amount of$1,000,000(all professional contract services). B. The general liability and vehicular liability policies shall name CITY and CITY of Boynton Beach as an additional insured and shall include a provision prohibiting cancellation of said policy except upon thirty (30)days prior written notice to CITY. C. KINETIC ART FABRICATOR shall secure and maintain in force throughout the duration of this contract workers' compensation insurance in amounts not less than the statutory limits. D. KINETIC ART FABRICATOR shall furnish CITY with a certificate of insurance evidencing all required insurance coverage prior to the start of any work for CITY. Said insurance companies must be authorized to do business in the State of Florida and CITY will not accept any company that has a rating less than B+in accordance with A.M. Best's Key Rating Guide,latest edition. Page 3 of 24 E. If KINETIC ART FABRICATOR claims to be exempt from this requirement, KINETIC ART FABRICATOR shall provide CITY proof of such exemption along with a written request for CITY to exempt KINETIC ART FABRICATOR, written on KINETIC ART FABRICATOR's letterhead which exemption shall not be effective until signed by CITY. 7.2. Independent Contractor. This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the KINETIC ART FABRICATOR is an independent contractor under this Agreement and not 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 KINETIC ART FABRICATOR shall retain sole and absolute discretion in the judgment of the manner and means of carrying out KINETIC ART FABRICATOR' activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of KINETIC ART FABRICATOR, which policies of KINETIC ART FABRICATOR shall not conflict with CITY, State,or United States policies,rules or regulations relating to the use of KINETIC ART FABRICATOR'S funds provided for herein. The KINETIC ART FABRICATOR agrees that it is a separate and independent enterprise from 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 KINETIC ART FABRICATOR and CITY and CITY will not be liable for any obligation incurred by KINETIC ART FABRICATOR,including but not limited to unpaid minimum wages and/or overtime premiums. 7.3 Scrutinized Companies. 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. 7.4. Assignments. 7.4.1. This Agreement or any interest herein, shall not be assigned, transferred or otherwise encumbered,under any circumstances, by KINETIC ART FABRICATOR without the prior written consent of CITY. However,this Agreement shall run to CITY and its successors and assigns. 7.4.2. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 7.5. No Contingent Fees. KINETIC ART FABRICATOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the KINETIC ART FABRICATOR to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for KINETIC ART FABRICATOR any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, CITY shall have the right to terminate this Agreement without liability at its discretion,to deduct from the contract price, or otherwise recover from KINETIC ART FABRICATOR the full amount of such fee, commission, per- centage,gift or consideration. 7.6. Notice. Whenever any party desires to give notice unto any other party, it must be given by written notice, sent by certified United States mail, with return receipt requested,addressed to the party for whom it is intended and the remain- ing party,at the places last specified in writing,and that places for giving of notice shall remain such until they shall have been changed by written notice in compliance with the provisions of this section. For the present, the KINETIC ART FABRICATOR and CITY designate the following as the respective places for giving of notice: Page 4 of 24 CITY: Lori LaVemere, City Manager City of Boynton Beach 3301 Quantum Blvd.,Suite#101, Boynton Beach,FL 33426 561-742-6000 Copy To: Debby Coles-Dobay Public Art Manager City of Boynton Beach 3301 Quantum Blvd., Suite#101, Boynton Beach,FL 33426 (561)742 6026 KINETIC ART FABRICATOR: _EES Designs,LLC 2801 NW 55th CT, Ste #5E, Fort Lauderdale, FL 33309 Telephone No. 954-541-2660 Website_FESDesignsl.1.0 cora Social Media 7.7. Binding Authority.Each person signing this Agreement on behalf of either party individually warrants that he or she has the full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. 7.8. Headings. Headings herein are for convenience of reference only and shall not be considered on any interpretation of this Agreement. 7.9. Severability. If any provision of this Agreement or application thereof to any person or situation shall to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby,and shall continue in full force and effect,and be enforced to the fullest extent permitted by law. 7.10. Governing Law.This Agreement shall be governed by the laws of the State of Florida with venue lying in Palm Beach County,Florida. 7.11. Attorney's Fees.In the event that either party brings suit for enforcement of this Agreement,each party shall bear its own attorney's fees and costs. 7.12. Extent of Agreement. This Agreement represents the entire and integrated Agreement between CITY and the KINETIC ART FABRICATOR and supersedes all prior negotiations,representations or Agreements,either written or oral. 7.13. Equal Employment Opportunity. In the performance of this Agreement, the KINETIC ART FABRICATOR shall not discriminate against any firm,employee or applicant for employment or any other firm or individual in providing services because of sex,age,race,color,religion,ancestry or national origin. 7.14. Waiver.Any failure by either party to require strict compliance with any provision of this contract shall not be construed as a waiver of such provision, and the waiving party may subsequently require strict compliance at any time, notwithstanding any prior failure to do so. 7.15. Counterparts.This Agreement may be executed in multiple counterparts,each of which shall be deemed an orig- inal,and all of which together shall constitute one and the same instrument. 7.16 Usage Rights After final acceptance of the artwork by CITY,the following KINETIC ART FABRICATOR' rights shall be guaranteed: Page 5 of 21 • Maintenance of public artworks shall be the responsibility of CITY or developer or property association and not the KINETIC ART FABRICATOR. The responsible party shall make reasonable efforts to maintain the artwork in good repair. The responsible party shall attempt to consult the KINETIC ART FABRICATOR and collaborator on major repairs. • The artwork shall not be altered, modified,removed or relocated from a site integral to the concept for the work without first consulting with the KINETIC ART FABRICATOR and collaborator,if rea- sonably possible. If a work, nevertheless, has been significantly altered, the KINETIC ART FAB- RICATOR and collaborator shall have the right to disclaim authorship. • Copyright of the artwork shall belong to the creator(s), but CITY or developer or property association shall be granted the right to make two-dimensional reproductions for non-commercial purposes. IN WITNESS OF THE FOREGOING,the Parties have set their hands and seals the day and year first written above. ATTEST: CITY OF Boy Beach,FLORIDA BY: D (N Lori LaVerriere, 'ty Manager APPROVED AS TO FO OFFIC i CITY ATTO'4 Y '1/41 • State of Florida ; ;,r County of Palm Beach s `' The foregoing instrument was acknowledged before me, the undersigned notary public in and for the State of F}orida, on this the S day of )' -UJ c1( 2019, by J •�\.•\CA. C?)( e— and `o\vn p ,City Clerk andkity Manager,``j�eespectively. �iubi/ice __ i�.�`� i otary Public,S -to of orida Notary Public Tammy L. Stanzione Seal of Office Printed,Typed or Stamped Name of Notary Public Exactly as Commissioned 414,k... TAMMY L STANZ%ONB Individuals Who Signed Are: MY COMMISSION#FF213663 EXPIRES March 25.2019 Personally Known,No Identification Produced i4C7,� :".$) ' florid.No;a7 vi�:0 c i4C7i398O 53 REMAINDER OF THIS PAGE LEFT BLANK. ARTIST SIGNATURE PAGE FOLLOWS. Page 6 of 24 IONETIC ART FABRICATOR SIGNATURE /, /Jd/.f/ BY: rzE3 645/6/U S , L C_ s-. - Print N �I?/< 5. Title: (,t, i Signature: /f7", STATE OF FLORIDA(� .• COUNTY OF1-�km &kg: BEFORE ME, an officer duly au rued by law_to administer gatba and take acknowledgments, personally appeared , /e 54L L as t SIF J) 1 of t e isiQ6,who is personally known to me or who has produced FC• iu i vi +Q i C,f as identification, and acknowledged executing the foregoing Agreement as theofficial of 6v5 iS/6✓!15 for the use and purposes mentioned therein and that the instrument is the act and deed of (C 5091(.1—1(.1_ . ,I have set my band and o�' '. seal at in the State and County aforesaid on this fAiTTI7aySSof0FINTRGfriplIk 2019. /t. 4 / ,,1.1•drof No Public-State of Florida) " / r tary, ) ; 0.: : LYNN M.S , ON .*; MY COMMISSI t Tppaaar I tamp Commission Name of Notary Public -��.;II EXPIRES:November 17,2021 .."tPF fOS Bonded'Nu Notary Public Underwriters Page 7 of 21 PAGE LEFT INTENTIONALLY BLANK Page 8of21 EXHIBIT "A" KINETIC ART PROJECT PROPOSAL 11W ►- z II - tutu m 1 li ' -a 1'. . 1 E 8 is ww�■r� N •u 3 1fu 11s if j 11' i4' ' 4 .0. 2 ii a:n ii• 'RPOINOMIIMMINNIIIIIIPMIS ' 0 .2 •. 13 0 1- I I( to t=t, ,.: tu o trts o ~ IA �o G . ' W OD 0 W Pn rz � sinnZ C ° g b— ...°) W 'O0. d 8 • a = z I � o pae cx to . t . IL 11 w o L I o r — < ~ z 13 4 C o0 to • °' 22 ' a 1-- = L g t 2 )2.1 �p2 z a re d . rilf- "tc tO. E. gyti C % a > _ C N :=7. z : 11 , = uu II (� W co CI To Y C . fy 00 z 0S = cL �troyC 3 S -4i Poi oinpopoou, o W O O Q Q a 3 q s 2 L , y CO M y elf en Pin N .-+ Z W N i. > V Et• 0 m m iL fY s d c .0» r C t m CO ' Z Z 2{,... L 9 _ Q ? s Z 0 N O Q ra- m 3 W Y E v :;; z - .ti m . O O v . 2 O °i " 2 q a ti 24 6- > h K m m C U t.7 y '1' o , d 8 § ` p t m L' W 1 0t 3 3 ., m 3 z 3 g o 2 c v g C e r n L c w it ¢ c e v3V d E _ `b o c _v 0 KO c Q -� °a E c F- t A Z ` n v In ' o o o ° m ° c o, rn Z d £ c N .In > ii, s $ 2 `o 2.." o z n ~ 0 pS c 9 . E o o b 3 8 „ o 0 m f° CO f-- aa) aa) u u J O a m d $ v h d m CO p p re al m 4 Q CI- 4.1 J d C O0D ° s° r m d e $ c ,n m da as off LLw > S «. 0 „ t, at g � a o e 32 wu ddaWWoos To t� cu c m :. c 3 E u d w A to u • O -+ W Y L L t t C C W W .=d 1 w W 0i N N 0 0 0 N U .J 2 4 o a 'S .. m W r r A F. o .� W a x m m Y Y Z > Page 9 of 24 e*tt . r I V . W. .•• 0 • . 1,01.011•WAMV.,,,nt. \ - ... ....• ey 11110111MINIMINIMINIMIC. ' ...k , ' II I . :17.;i,. , n E, -r', • 4., A 1 i. -i,,, N- - ,,. ' .-1 1,,,,t-, ,, , :. ;,. .-.,... ,,g ,,,.:,., L ._.:: ..''- ','.i , . . . , . . ... . I ' r,'''. ,' 1 : -, ..,...; ....•0 Ws tow :— .4.3ssesdatiNatooppolemr..... / I aMiiiiIIMMI1111.1.01 . "-;:f::.•.":-,1, :.::. all• . . . . . .:..._.....••••• , .• v __•.,“ • I .4 41111110111.1.101101r, ,i i, 1 1 4 I ' : I ki Ii.... ... — am . 001011MIONNIMININMS - '' — • 0.i It,..,,i Imo eiliNINIMONII ri4 i f '. 63 - 8 .... : Page 10 of 24 .s ;;;;erzrertrr >a v .^. -9 a w° w Oil IF 11 w C O o 0� v~, Z5 4 O• - c u z c '6 f aC 17>- 0. a Qco -e to 4.11 "N a J 'Iliii 01 4 I-0 a u `� 0 Lu RI 4 t 2ratt:rrtc:r 3:4, a > >a CC 4' COC tU OC LI cc ,�. C5, z u _p 3 Z "°` C 11.1 S Vi* u.• N u c . co cic- QO A A N v.-II r Rc a >= c m a cu .0d 3''O 4 coc a w z = a A. N. ec in 3 d t- o a. H c 6r . ck, O IT Y. a H u m U oe Q.4 4 ud, in m ". v d o w E a N. .-4 .-4 U a c E t ; z m o�► gado �i 0 ., M > m m 7= ;1: g V ko ,r ri en 0 !p aL+ `- A 15 Y W L. a 3 re m E E o i5 > E ( i z O .r r, o 3 c E x X. GI▪ a o .rr.i cc . a m n 3 0 00 3 0 6 E E c v +- O os '� a E v d ^ J a+ OCO C CN ti m eA c ul 8 $ o a) '3 � z r 6 o lc a .� "°_ .v s , CO w Z 0 U O er ° ' "' o, o m cc ea Cr o a a�▪ � 2 a W IL « M M ao e� c d 2 1 S g a g ul a .+ W S i.- C m0. O $ cc of § r u 61 a p CC a *t pp ri ` C •V = « M vl W RI N en to �, :: m t w = ° Z Q n U a v ., e" .c > c ... 3 ..r Z t ri w w � t d a c 0 - _2 0 j °' $ w °C C E E C Y c W O y ` Q a es r. H o - E 2 0 a W Q d A N .. y w W w z ti w °; E 3 c a W 4 1 4 4 V1:1 a E m u E 3 a to. a to E v�� O g ° a ' o t o a ._ • N a Q p a ° 3 0' 3 3 x > u 2 I 1 8 1 v ii a 4 E '' > a 2 f w f v g E o � v a>i 0 W, z a g 1C O eo > 3 u m y : w in Q 3 re t1e- a E Z QO 4 Page 11 of 21 87° Y •Nti i A b C a d�4 �� 'p 4$. n • 41%)411144k4"A' } OO 1 I !► rte. allatOMMO w . 1111 —4,;( '• cis 2 0. E O 1 to c -o '0 e rn z c L E eSI N m o C a z d o m c y ., 2 32 Lo v 8 Su!dc147da0 fuHiiS',0148 { `r Io y` 2 u p O in 13 w aP!S+14�a0 VulUIS"JCN d y aPliin044a03u4335'xii1 w o «. "e LA u . { u c O o 8 t u A £ V ; G 4iP�M o� u► c .- _ $C K N k u V .. 7 cu ?t- ire to O) N C f Z 'e1O�+lSulr $ 8 N C o C v 3 p Ey aF W aM0 M e-1 pN M N i O gp! V m An C mm �i �lo�5�nO W Il? 8 ` Io Iiia „ M Si- a) m n in 00 ` U u � � tea -Cum °' m' . 0c 2 Cv o4, putg o2 v Duo D3 °m m ' d ° d E' r ° $ e. fO O b .0u.t O oF- ` _ ."yla 2 z At In 4U 410 2, d 3, . : Hffl c• mMN b� N . m CO Page 12 of 24 allt � : \ o � ,. _..,. 4.,.4, . 4 \y2 Q d �� U d �. 4 co % w � r 2 � f i ":--L:.c `E V 45 Daif 7 d G k n n � � / f § k \ Erl © a •i •: •: iimt- k2Ewa _ L ili 7 V '- k a 2 7 q ti 5 c' S 2 7 o q 2 � k _ _ & 2 7 f q � U . - t 9 pi . o . a 0 o # - ® / 2 / • II q II ® © $ © F q f R 2gf 2z in in # i # C co § U k C& 0 f.ii • R G R z a 2 ® o T- - - Z ;eiti a q & o 5 . i i i • 2 2 % 2 g - SS (.1 \ '7 % ■ 2 k ' 2 A k < I k ® ~ o 11 \ V. N m ^ o a 5- % % V 6 a V e cq ® • i i i , # i i r i 0 e o O § f « m Q 2 .c 2 E E E 2 § ii e _ o q i w J R 7 7 `3. ‘10 .. .. C C C E K 5 a a >- ■ _ ■ r ■ ® ® , e 2 « . i a 0 41 P ci E c c m m 7 2 2 ii 5 2 m § § § t k 6 b Q. a $ � 2 a x x x ■ ■ a .Eo > 00c.) 41 V v V Page 13 d2 AR' *N\AtF. 4 E.-.-17-4-1-. R, .%I <J e C QP p o = n « C C u fn V Z Q C « m 7.v 41, '" , E 7 c 1 '� d o p C « lan p C A '�45 E w O E p � Q = f+ Q to to m a N 8 t '^ a E a .n a N E - 68 C e m E a '" v .....« s a E `bt a01i as Z. p .� M 'b N 'ai C E y ..4 .1 C 1O 1Ts+ a ee U„ea chO m m i+ 2I J.. CO A 3 3 111 C X S 4) C ° 3 j m ONO C 1u Y p a (� i+ � Z n N Obi > I. ,. II wI TZ ca « Q{L�g 6o .° z ° 3 2 co � 'P ill ' Page 14 of 24 • a, toE ° 4.1 iI1 C 13 c O Ou m C to N Zr., E :! 3 .mac+ ..• N m al u m .12 8 ea a ° C Y V' d JD 1 m 3 E o E N tii UM C a) 3 d ` >. O a E O 0 C L. o ffu v u u voCc 0)v '' o te4,m O aIA u. R vi L ° 0 C C.J 13 C 101 v y w 0 3 " D c m _'o c .0 0) _E C E -o 0 tu 10 to t O CO.0 Y - pi as yi U = U to 4... '< c a) v°- m t0 • 00 0 m c I- W m d +., 0 0 E •L= m .c 0 ._ ID 'O 4-. 1/1 V. 0. aN a+ C t00r ofo a) c ,,, c a3 3 LI „- - oa ° y " wH E 0 m C aHd 0 d a) 0 O E � O 3a) > ) •0 c re 3 4) ..0 a m . CO 013 W is c .0 3 c '-, m " ° a GI td >o u a) E m M _u m - v a!• Z E �` .0" - a Q u m ° L Y D ti m W c N t N u �y C U L \ • a/ u°, to a) N m ,a) C 3 y- f° O m a. a d —o Z E • N - m uu 3 ,.: ED o a) m m d 0, o f ,p m to °LI v c a c el a 'z > a) w Nu. cu m E c a) r a ` v'^, Q ` d r ..0 C ° mac m > c0 u ) c .... m o o a _, c to a > > m v E 0 a v) ° L U u , 0i m U C ,, ao to• ✓ " ? a.. N C ° V, C r0 al ° •r L c N {� W U r •c a 0 — at • a E ` is ;; v 3 .w m o ff °c = a) ° m to `°o to 2, Co a a) 01 0 E a) a) -' o a) Y c to to Y o a to > = t0v L vv m = .c n E ° m o O c Y m 2. 7 ay CC N .c m ,0 ,0l O '^ to O O O A ` . ° C � o .- vfi E. a) ta >• A C L mU t CO O• a •-•I —.vepTE C . ~ Lm N y N a) E- a) co m to at 0 ` al L. W a ° 0 c o m c a, E° h C a m O Fz J L c ..- C Y! oo c u i .a' m '' ° a m Q vWi c -' m m w m 0 r 0 f0 ° am) 3 " C -0 d =^ Q 0 v C w..vi -J r a y L tUo i ° C 7 a) c N D a) E U >. i. c >. 0 c = O y 4 -a m—L c .w-. t7 H .010 O N d m V m m C 7 C S U' m m to v _ 13 0 E¢1 p M -17-- _c in co h m m w ° E ''' C ~' 'n �+ 7 C 00 c m '� C .O O Y a 13 e`a m a) .n O> L uo .Q C ? O ^ L m 0 r '0 � -Q 0 4. to CC .m r• ), aa) ili . N 13 CO r, H m to CO ,o„ 0 3 3 m e—0/o A c to v "O j = N t0 X r° Oa c +.' d. m a) U' .O v1 E •►- 07 C 01 Q) 0 U C C a C a) m W d m m Q "- m T ''' 3 o d w o o m 3 E J L c c o O N m c c a Z to N L N a) W ~ a) �. N C N la M _ m Z .0 O rC0 ;' m C ami to 4 �O C L, 0 m 7 J C Cu y' to al CO ° h- `' E 3 .� a) v r, a_ al `l Q J d a) r cc — 3 a) ao E — lot x d L a c a c 1-4 , -. -2, m O A C ° m m am+ 0) i u Q U ° y N Zv C G N a) �. r, 00) -0 0 0 'c c o H t o Z 0 14/ coZ u c 3 C d O xi L 3 n :� m z c a 3 m UJ o o s 3 1-- d v c io :5 ':123 m m l9 c — D °d� 0 v °: = ° m e •a LI- i tco 0 —u,, a a) r `m a Z CC as ' a) z O w c Y m al 3 to ° a .` W t`c a) a) m Z LL a) 0 c 3 ° y d r o U F- U ....c/IX c = Q c o W os ¢ 0 0 o s 0 t 0) O C uc Q m L_ m id, 7, a M co c w a W o W ►. LI ... F- t F-- 'L7 D O u 0 y C N eo J Z .i r.:1nri v ui tori to ac) 00 01• ax) .0-) v ...i t.i E'• Q Page 15 of 24 EES DESIGNES KINETIC ART FABRICATION Description Qty Rate Total EES Design LLC proposes to provide final design in form of a 0.00 0.00 SolidWorSsl Assembly Model,materials,fabrication,finishing, delivery and overseeing installation of the"Reflection?Kinetic Sculpture for Boynton Beach Town Square. Proposal is based on customer provided drawings and information"Exhibit-A,Kinetic Art Project". EES to provide engineering for Florida wind load requirements. 1 3,000.00 3,000.00 Additional reinforcements needed(ie:heavier walt'}arger diameter SS pipe and or supporting rings,etc.)due to wind load calculations will have an impact on final cost of sculpture. Price includes engineering specifications for concrete foundation(foundation to be built by others). 1-Remaining design work and specs: EES begins each project 1 4,000.000 4,000.00 with a highly detailed Solid Works 313 Digital Model with an assembly file containing individual part files of components to be fabricated. Customer will receive the complete assembly model and any additional drawings pulled from the model on a flash drive once complete. 2-Kinetic Sculpture a3 Brush neigh on top and bottom each 1 296,361.45 296,361.45 316L Stainless Steel wing with#8 Mirror Polish on curved aides of each wing all supported with brushed finish columns: Labor. $173,250.00 Material: $123,111.45 Notes: 14ga3161SStobeused for wings 11"Pipe XX(11.75"OD x.875"Wall)316L Bosom Column *-.06"discrepancy to 30cm(11.81")specifications. 7"Pipe XX(7.625"OD x.875"Wall)316L Top Column *-.245 inch discrepancy to 20 cm(7.87")specifications,this dimension pipe works best with available 200 M.M(7.874")bearings with 7.625"ID x 7.874"OD x.249"wall machined sleeve,Please verify this is OK as it goes outside of your specified 5mm(.19685) tolerance by 1.22nan(.04815")for wing measurements. *Pipe sizes arc the closest available in USA to size specified and extra strong for quoting purposes. If engineering confirms lesser wall thickness,price will be adjusted. EES Design LLC will provide a warranty on materials and workmanship. The sculpture will be installed free of manufacturing defects and EES guarantees this for the term 2 years from the date of final inspection. This warranty is conditional and based on proper maintenance provided by the Owner of the an work(City of Boynton Beach). EES Design LLC will provide a recommended maintenance schedule and can also offer a maintenance contract for proper maintenance if needed. EES Design LLC can not warranty damage caused by atoms,vandalism,accidents,or any other circumstance outside the control of EES Design LLC. 3•Shipment and insurance from Factory to Boynton Beach 1 4,200.00 4,200.00 Installation Site:Includes shipping frame designibuild,wide load permit,and cargo insurance. 4-EES to manage installation:5800 per day. Crane,labor,tools, 2 800.00 1,600.00 etc to be provided by others. Artist'Fabricator License Agreement(will be paid directly to the 1 25,000.00 25,000.00 Artist"Ralfonso"for custom design,license and supervision). Estimate valid until March 15th. Pricing and payment schedule to be revised if project has not started by March 15th due to constant flux in material and labor costs. Please allow a minimum of 1 year for project design,engineering and fabrication as per"Reflections Payment Schedule". Sales Tax 7.00% 0.00 Total $334,161.45 Page 16 of 24 Kinetic Public Art Sculpture "Reflections" by Ralfonso for the City of Boynton Beach Fabrication Payment Schedule EES Design LLC projected project schedule, all dates are estimated and may vary slightly. Payment draws based on total budget of$334,161.45 March 1'2019: Signature of Contract, EES to receive 20% draw ($66,832.29) to tool up/ lock in shop space, pay Ralfonso his Licensing fee and begin detailed design and engineer- ing work. April 1'2019: All design and engineering complete, 30% draw ($100,248.44)to order bearings/materials and begin fabrication. May thru July 2019: Wings in process of Laser Cutting/forming/welding/finishing. Columns in process of Ma- chining/fabrication/welding/finishing. August 2019: Beginning assembly of wings on 2 columns. September 1'2019: 50% of fabrication complete. All Column machine work complete with one column fully assembled with all 7 wings installed. 2"d Column half complete (3 or 4) wings installed with remaining wings in process. 35% draw ($116,956.51) to continue. October 2019 thru January 2020: Remaining wings in process of forming/welding/finishing. Installation of remaining wings on columns and final finish work. February 1St 2020: Fabrication complete and piece ready for installation. Installation to be scheduled. March 1'2020: Installation complete. Final 15% payment ($50,124.21) due upon completion. Page 17 of 21 1/23/2019 Page 1 of 4 LIMITED LICENSE AGREEMENT FOR THE FABRICATION,INSTALLATION&SALE OF THE"REFLECTIONS"SCULPTURE GROUP This agreement is made as of the Q1-1, day of..7.).a,LAua4 by and between the Fabricator(LICENSEE): Eric Small,Managing Member, FES DESIGN LLC 2801 NW 55th CT,Suite SE Fort Lauderdale, FL 33309 T.+1 954 541 2660 EriciDeesconcepts.com and the REFLECTIONS sculpture designer and artist(LICENSOR): Raff Gschwend, Managing Member RALFONSO.COM LLC 301 Clematis Street,#3000 W. Palm Beach, FL 33401,USA T.+1 561 655 2745 www.ralfonso.com ratfonso@ratfonso.com SECTION ONE. LICENSE;DESCRIPTION LICENSEE agrees to hereby S license the use of the kinetic REFLECTIONS Sculpture design, designed by LICEN OR, as specified in Section Two (the"Licensed Property") for a one time fabrication, installation and sale (the "Purpose") at the entrance p of Town Square on the northeast corner of Seacrest Boulevard and East Ocean Avenue in Boynton Beach,Florida(the"Location")for the permanent installation and public display, starting January 1,2020, to remain there in perpetuity(the Term). LICENSOR hereby grants to LICENSEE a non-exclusive, non-transferable and non- assignable limited License (the "License") to use the Licensed Property solely for the fabrication, installation and sale (the "Purpose") of the Licensed Property to the City of Boynton Beach, Florida (Client), solely for the Location and only during the Term. LICENSEE has no right to grant sub-licenses of the License. Page 18 of 21 123/2014 Page 2 of 4 SECTION TWO. LICENSED PROPERTY,PAYMENT LICENSOR agrees to license to LICENSEE the following: The "REFLECTIONS" Kinetic Sculpture Group design, as specified in the Exhibit A: "Kinetic Art Project Proposal",which refers to the Specification Sheets"Ralfonso—UNION Specs—BB v1", which were provided to the LICENSEE via E-Mail in PDF format, on 17`b of August 2018, — see Exhibit A. The Sculpture Group has since been renamed REFLECTIONS. This sculpture group design and the specifications have been specifically created for the Client and the Location at the request of the Client. They have been reviewed, approved and accepted by both LICENSEE and Client. The Licensed Property may be used by LICENSEE under this License Agreement to fabricate and install, at their own cost, one (1) REFLECTIONS Sculpture Group as per Exhibit A, in the Location specified above. Any sed changes or additions to the design or specifications will need to be by LICENSOR in writing prior to implementation.LICENSEE willthe final AS BUILT specifications and drawings to LICENSOR prior to delivery of the Licensed Property to the Client. LICENSOR agrees to advise and consult with LICENSEE and Client regarding the erect fabrication,transport and installation of the Licensed Property. PAYMENT:LICENSOR has agreed to reduce their customary fee for such a project from $75,000 to $25,000 in order to expedite and facilitate the realization of this public art project for the LICENSEE and the Client LICENSEE agrees to pay for the following to LICENSOR: USS 25,000 Total License Payment,payable as follows: Full Payment of US$25,000-payable via check with the execution of this License Age After receipt in full of by LICENSOR, the L.ICENSFP. is permitted to commence f m Upon satisfactory completion of the fabrication,the LICENSEE is permitted to deliver,install and sell the Licensed Property to the Client. Only when the Total License Payment has been paid in full to the LICENSOR does the License become fully effective and vested with the LICENSEE. License Payments should be mailed or delivered to: Ralfonro corn LLC Managing Partner Mr.Ralf Gschwend 301 Clematis Street,#3000 W.Palm Beach,FL 33401,USA SECTION THREE. Page 19 of 21 l/23i2019 Page 3 of 4 NON DISCLOSURE LICENSOR retains and reserves all intellectual,moral and copyrights rights,including all VARA rights,not expressly conveyed to LICENSEE hereunder.LICENSEE hereby agrees that all "Confidential Information" including, but not limited to REFLECTIONS prototypes or sculptures,drawings,photos,CAD and any other technical data,trade and/or design secrets and intellectual property relating to the"INTERNATIONAL COPYRIGHT 0 2919 Ralfonso.com LLC design and specifications regarding the named "REFLECTIONS"Kinetic Sculpture,designed anti solely owned by the LICENSOR,are completely 100%owned by Ralf Gschweod (dba as Ralfonso.com LLC)and will not be duplicated, transmitted, shared or sold in any form beyond this License Agreement whatsoever, without the express written consent of the LICENSOR. Furthermore LICSENSEE hereby expressly agrees; 1.To use the information therein for solely for the specified Purpose of the Licensed Property. 2.To completely and absolutely safeguard the Confidential Information against disclosure to others. 3.Not to disclose any Confidential Information to others in any way,without the express written permission of LICENSOR. 4.That LICENSEE shall not directly or indirectly acquire any interest in,or design, create,manufacture,sell or otherwise deal with any item or Licensed Property, containing,based upon or derived from the Confidential Information,except as may be expressly agreed to in writing by LICENSOR 5.That the secrecy and confidentiality obligations of LICENSEE with respect to the Confidential Information shall continue for as long as LICENSEE and/or affiliated companies are in business. SECTION FOUR. ARTIST IDENTIFICATION The name of the artist( alfanso)must be permanently and visibly engraved or applied to any and all Licensed Property in a manner approved by LICENSOR It must displayed visibly at the place of the sculpture's or sculptures location during any temporary exhibitions or events,as well as at the final location of the sculpture(s).In all photos, CDs,DVDs and any other marketing materials which shows the Licensed Property prominently,the name of the artist must be mentioned nearby. SECTION FIVE. WARRANTY,INDEMNITY The LICENSOR does not make any warranty with respect to the Licensed Property, whether express or implied,and specifically disclaims any implied warranties,whether of merchantability,suitability, fitness for a particular purpose,or otherwise for said Licensed Property. The LICENSEE agrees to indemnify,defend and hold LICENSOR,his affiliates, business partners,officers,directors,employees and agents harmless from any loss, Page 20 of 24 1/23/2019 Page 4 of 4 damages,claim or liability of any kind arising from licensing, fabrication,installation, display or use of the Licensed Property in any form whatsoever. SECTION SIX. VENUE,ENTIRE AGREEMENT The parties agree that this Agreement will be governed by the laws in force in Palm Beach County,Florida,USA.Furthermore the parties agree that this constitutes the entire agreement and there are no further items or provisions, other than identified in this agreement Facsimile signatures on Fax or scanned and sent via E-Mail are accepted and legal.eg The parties have executed this agreement the day and year first above written. REFLECTIONS Fabricator(LICENSEE): REFLECTIONS sculpture Designer(LICENSOR): o Yzc. 5Y- /1 i� MP EES DESIGN _ Partner Ralf Gschwend Managing Partner,Eric Small (' /AO , Air =otY P11e SHAYLA S.ELLIS * _ � *MY COMMISSION#GG 031774 EXPIRES:September 19,2020 OF flop' Bended TIvtimmeol$a1Rry band s Page 21 of 21