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HomeMy WebLinkAboutContract 47445 MY 81MAW conte w.. �- .2&I 1 2016 'i AGREEMENT BETWEEN THE CITY OF FORT WORTH AND .SILL BEDGOOD FOR A PUBLIC ART MASTER PLAN FOR THE SUMMER CREEK CORRIDOR This Agreement, entered into thidayo , 2016, by and between the CITY OF FORT WORTH, a m cipal corporation, of the State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager and Jill Bedgood, an individual, residing at 934 West Agarita Avenue, San Antonio, TX 78201. The City has designated the Arts Council of Fort Worth and Tarrant County, Inc. to manage this Agreement on its behalf. The Contract Manager shall act through its designated Public Art Project Manager. WHEREAS, the City is implementing the Fort Worth Public Art Program pursuant to the Chapter 2, Sections 2-56 through 2-61 of the Fort Worth Code of Ordinances in order to create an enhanced visual environment for Fort Worth residents,to commemorate the City's rich cultural and ethnic diversity,to integrate the design work of Artist into the development of the City's capital infrastructure improvements and to promote tourism and economic vitality in the City through the artistic design of public spaces; WHEREAS, public art funds have been designated in the Public Art Plan for the 2007 Critical Capital Program (adopted by City Council on October 26, 2010 as M&C G-17095) and the Public Art Plan for the 2008 Bond Program (adopted by City Council on October 26, 2010 as M&C G-17094) for certain segments of Summer Creek Boulevard from Granbury Road/Altamesa Boulevard to McPherson Road and the Public Art Plan for the 2014 Bond Program (adopted by City Council on October 21, 2014 as M&C 6-18339) for Chisholm Trail Park, a map of which is attached hereto as Exhibit «A.,, WHEREAS, in March 2010, Artist facilitated and participated in the Summer Creek Corridor Public Art Workshop, along with two local artists and art teachers from the Crowley Independent School District, in which various themes and approaches were developed and recommended for the Sites (the "Workshop Recommendations"), a summary of which is attached hereto as Exhibit`B;" Page I 1 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Cop Off ICEIAL RECORD CITY SECRETARY FT.WORTH,TX WHEREAS, the City desires to have the Workshop Recommendations expanded upon and compiled into a public art master plan document for the Summer Creek Corridor as a guide for implementation of public art projects by various artists over time as recommended by the Fort Worth Art Commission on June 14, 2010; WHEREAS, the City is currently designing Phase 1 improvements in Chisholm Trail Park, which provides an opportunity to commission an artwork compatible with the Master Plan and desires to have Artist develop a conceptual design for a prominent location within the Park Site for consideration as part of the Master Plan; and WHEREAS, the City and the Artist wish to set out the terms and conditions for the Artist's participation in the Master Plan, including collaboration with the City's Transportation & Public Works Department and the Parks and Community Services Department; NOW, THEREFORE, the City and Artist for and in consideration of the covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as follows: ARTICLE 1 DEFINITIONS As used in this Agreement, the following terms shall have the meanings as set forth below: 1.1. Agreement—Means and includes this agreement between the City and Artist for a Public Art Master Plan for the Summer Creek Corridor. 1.2. Artist—Means and includes Jill Bedgood. 1.3. Artwork Designs — Means and includes the Conceptual Design and Master Plan Proposal, which is defined in 1.3.a. and 1.3.b. below. 1.3.a. Conceptual Design Proposal — Means all preliminary drawings, sketches, narrative descriptions, budget estimates, and the like that are created by Artist in connection with this Agreement and/or any prior agreement between Artist and City for the Work. 1.3.b. Master Plan — Means all preliminary drawings, sketches, narrative descriptions, budget estimates, and the like that are created by Artist in Page 12 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 connection with this Agreement and/or any prior agreement between Artist and City for the Work. 1.4. Conceptual Design Deliverables — Means and includes those items set forth in Article 3.2 of this Agreement that are required for City's review and approval. 1.5. Contract Manager — Means and includes the Arts Council of Fort Worth and Tarrant County, Inc., and/or its officers, directors,employees. 1.6. City—Means and includes the City of Fort Worth, Texas. 1.7. Effective Date — Means and includes the date represented in the first paragraph of this Agreement, which shall be the official date of execution of this Agreement. 1.8. Master Plan —Means and includes the document that the artist produced that includes public art recommendations for the Site. 1.9 Master Plan Deliverables — Means and includes those items set forth in Article 2.2.(a).i.-v. of this Agreement that are required for City's review and approval. 1.10. Parties —Means and includes City and Artist. 1.11. Project — Means and includes the capital improvement / public art development undertaking of City for which Artist's services are to be provided pursuant to this Agreement, specifically, Chisholm Trail Park, Phase 1. 1.12. Project Consultants—Means and includes Dunaway Associates, Inc. 1.13. Project Stakeholders — Means and includes the appropriate City Council Member(s) and their appointed community representatives and the Fort Worth Art Commission's appointed representative and others as may be appropriate. 1.14. Site — Means and includes the Summer Creek Corridor, which includes, (1) Granbury Road / Summer Creek Drive from Alta Mesa Boulevard to McPherson Boulevard; (2) McPherson Boulevard from Chisholm Trail Parkway (SH 121T) to South Hulen Street; and, (3) Chisholm Trail Park, Page 13 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Fxecution Copy 12/22/15 which is more particularly described in Exhibit "A," attached hereto and incorporated herein by reference for all purposes. 1.15. Work — Means and includes the Master Plan document and the Conceptual Design Proposal for the park that are the subject of this Agreement, or any intermediary stage of completion of such works. ARTICLE 2 SUMMER CREEK CORRIDOR MASTER PLAN SCOPE OF SERVICES AND DELIVERABLES 2.1. Scope of Services. a. Artist shall synthesize and compile the Workshop Recommendations in a document, including: i. Refining workshop sketches and diagrams; it. Additional sketches, illustrations and photographs as examples of public art opportunities and types of projects being recommended; ill. A bubble diagram corridor map overlay for maps to reflect zones and placement of specific public art / design enhancements (which may extend beyond the Funded Sites); iv. Narrative that describes the elements listed above, prioritizes public art locations, recommends budgets and funding sources; and, v. Various implementation strategies, including options for Crowley Independent School District art student involvement. b. Artist shall conduct additional research and meet with Project Stakeholders and City staff and Project Consultants to gather input and other materials as may be needed to incorporate into the Master Plan. Artist shall create a Master Plan based upon the ideas and recommendations gathered during research and developed during the Summer Creek Corridor Public Art Workshop of 2010. c. Artist may use consultant support, as determined by Artist, at no additional expense to the City. d. Artist shall meet with Parks and Community Services Department staff and consultants and Project Stakeholders to assist in identifying opportunities for artwork in the Chisholm Trail Park. Page 14 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 e. Artist shall make a minimum of two (2) trips to Fort Worth in order to attend planning meetings and conduct research and meet with Project Stakeholders; and, Artist shall present the final Master Plan to the Fort Worth Art Commission, project stakeholders, and City officials and the Fort Worth Art Commission on mutually agreed upon dates. Additional trips if required per Scope of Services 2.1 may be negotiated and agreed upon in writing by City and Artist. 2.2. Master Plan Deliverables and Public Art Project Manager Responsibility. a. Artist shall perform the services and furnish all supplies, materials, and equipment necessary to complete the Master Plan and provide certain deliverables as set forth in this Section 2.2.a.i.-v. for City approval within nine (9)months of the execution of this Agreement: i. Master Plan 1. Gather images, illustrations, and refine and develop conceptual sketches to illustrate public art / design enhancement opportunities and prototypical elements for Funded Sites which reflect and expand upon the Workshop Recommendations. 2. Develop a map overlay bubble diagram on the Funded Sites, as well as other sites along the Summer Creek Corridor and in the Chisholm Trail Park, indicating recommended locations for various types of public art / design enhancements. 3. Master Plan narrative describing: (1) Summer Creek Corridor context; (2) Recommended thematic approaches for public art / design enhancements; (3) Recommended types of public art / design enhancement elements, including media and locations; (4) Estimated budget ranges for recommended elements and potential funding sources; (5) Implementation strategies, including opportunities for Page 15 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Fxecution Copy 12/22/15 Crowley Independent School District art student participation in some projects; and, (6) Listing of individuals and organizations who participated in the Master Plan by giving input, attending meetings, or any other participation. ii. Copy of Artist' Master Plan PowerPoint presentation, if any. iii. Four hard copies and the PDF file of the Master Plan, as approved by the Fort Worth Art Commission iv. All original drawings produced during the Summer Creek Corridor Master Plan Workshop of 2010 hall be returned to the Contract Manager for the Fort Worth Public Art archives. v. Artist shall receive copies of existing plans, maps and original drawings from the Summer Creek Corridor Master Plan Workshop of 2010 from the Contract Manager. b. Deadlines for submission of Artist's Master Plan Deliverables may be extended by mutual written agreement between the Artist and Contract Manager. 2.3. Additional Services. a. City may request that Artist provide services in addition to the services set forth in Sections 2.1. and 2.2 above, or to revise portions of the design services completed by Artist and accepted by City under this Agreement. City shall make such requests in writing. Such additional services shall only be performed after execution of a written amendment to this Agreement which includes, at a minimum, a description of the additional services and scope of work, compensation and payment schedule, and schedule for the delivery and completion of services. b. City and Artist will mutually agree to compensation, payment schedule, schedule for the delivery and completion of services. c. Artist reserves the right to decline to provide the additional services. Page 16 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 ARTICLE 3 CONCEPTUAL DESIGN OF ARTWORK FOR CHISHOLM TRAIL PARK SCOPE OF SERVICES AND DELIVERABLES 3.1. Scope of Services. a. The Artist shall determine the artistic expression, scope, design, color, size, material, and texture of the Conceptual Design Proposal, subject to review and acceptance by City as set forth in this Agreement. b. The Artist shall perform all services and will famish all supplies and materials as necessary for developing a Conceptual Design Proposal for artwork for a prominent location in the Park Site. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. c. The Artist shall meet and coordinate with the City's Parks and Community Services Department and others as necessary to research the feasibility of the design and to ensure proper integration of Work into the Site. d. The Artist shall provide preliminary written maintenance recommendations for the artwork. e. The Artist shall present the Conceptual Design Proposal to the designated Project Stakeholders group and the general community the City Council Member and City officials for input and to the Fort Worth Art Commission for review and approval at dates and times mutually agreed upon. f. The Artist shall make a minimum of two (2) trips to Fort Worth for design team meetings and presentations as indicated above. Additional trips if required per Scope of Services 3.1 may be negotiated and agreed upon in writing by City and Artist. 3.2. Conceptual Design Deliverables a. Within three (3) months after the execution of this Agreement, Artist shall provide services and all supplies, materials, and equipment necessary to provide certain deliverables, as set forth in this Section 3.2.a.i.—x. to the City for approval. Conceptual Design Proposal shall consist of the following: Page 17 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 i. Written narrative describing the Conceptual Design Proposal for the Chisholm Trail Park ii. Design illustrations of the artwork in the proposed location(s) in the Chisholm Trail Park; illustrations shall be at least 20"x 30" mounted on foam core and/or in a high resolution digital format, such as JPEG or TIF files; iii. Written listing of proposed materials, fabrication and installation methods, including whether the artwork will be executed by the Artist and/or the Artist's Subcontractor; iv. Written proposed fabrication and installation schedule; V. Written proposed maintenance requirements for all elements of the Work, vi. Written proposed public education program to be conducted by Artist during the commission phase of the project; vii. Drawings, sketches,photographs and/or other documents and/or maquettes as are required by the Artist to describe the conceptual and visual character, and appearance of the Artwork(s); viii. Drawing in plan, section or elevation as needed by Contract Manager that locates the artist's concept(s) in the designated Site(s); and ix. Written proposed budget assessment for Final Design and implementation of the artwork within an amount not to exceed $76,000.00, including Artist's Fee and contingencies. b. Upon completion of the Conceptual Design Deliverables, Section 3.2.a.i.-ix., Artist shall present the Conceptual Design Proposal to the Fort Worth Art Commission for review and input at a regularly scheduled meeting. C. After presenting to the Fort Worth Art Commission, Artist shall meet with City officials and Project Stakeholders, as appropriate, to present the Conceptual Design Proposal, at a date and time mutually agreed upon, for input. d. After a community input period, Artist shall present the Conceptual Design Proposal to the Fort Worth Art Commission for approval at a regularly scheduled meeting. e. Upon approval, Artist shall provide the Conceptual Design Proposal presentation Page 18 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 materials to the Contract Manager to become part of the City of Fort Worth's Public Art archive. f. Upon request by the Artist, the City, the project manager shall promptly furnish all information, materials, and assistance required by the Artist in connection with said submission to the extent such materials are available. The City, upon request, shall also provide correct scaled drawings of the Site, if available. 3.3. Implementation Budget Total. Artist shall develop a Conceptual Design Proposal for Chisholm Trail Park hat is financially feasible relative to the budget for final design and implementation. It is understood that the budget for final design and implementation of the Conceptual Design Proposal is SEVENTY-SIX THOUSAI`.D DOLLARS AND NO CENTS ($76,000.00) including materials, labor, fabrication, delivery, installation, insurance, transportation, travel, 5% contingency for cost increases and all associated costs for the Work, as well as a fixed artist's fee of 15%. Artist shall provide a detailed budget, on the budget form attached hereto as Exhibit "C," for final design and implementation of the Work through an Artwork Commission Contract with the City, which contract is subject to the approval of City Council. 3.4. Conceptual Design Proposal Review. a. The City may require the Artist to make such revisions to the Conceptual Design Proposal as are necessary for the artwork to comply with applicable statutes, ordinances or regulations of any governmental regulatory agency having jurisdiction over the Final Design Site for reasons of safety and security. b. The City may also request revisions to the Conceptual Design Proposal at its sole discretion. C. Within thirty (30) days of its receipt of the Artist' submission of the Conceptual Design Proposal, the City shall notify the Artist of its approval, or disapproval, of such submission and of each revision made in the Conceptual Design. Revisions made pursuant to this Section 3.4, upon approval by the City, shall become part of the Conceptual Design. Page 19 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Riblic Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 d. If the Conceptual Design Proposal or any required revision is disapproved by the City, the Artist shall have a reasonable amount of time to resubmit the Conceptual Design in conformance with the City's requirement. e. If resubmitted materials are not approved by the City, this Agreement may be tenninated at the City's option, with payment for work performed per the payment schedule in Section 4.1. f. If Artist is not in agreement with the revisions requested by City, the Public Art Program Director will mediate discussions to arrive at a consensus among all parties. In the event that consensus cannot be reached, Artist may terminate the Agreement per Article 5.4. g. Upon the expiration of the Term, as hereinafter defined, of this Agreement, if the Conceptual Design is accepted by the City and funding is approved by City Council, negotiations for final design, fabrication, delivery and installation of the artwork shall commence, which shall become part of the deliverables under a subsequent Artwork Commission Contract. 3.5. Additional Services. a. City may request that Artist provide services in addition to the services set forth in Sections 3.1, 3.2 and 3.3 above, or to revise portions of the design services completed by Artist and accepted by City under this Agreement. City shall make such requests in writing. Such additional services shall only be performed after execution of a written amendment to this Agreement which includes, at a minimum, a description of the additional services and scope of work, compensation and payment schedule, and schedule for the delivery and completion of services. b. City and Artist will mutually agree to compensation, payment schedule, schedule for the delivery and completion of services. c. Artist reserves the right to decline to provide the additional services. Page 110 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 ARTICLE 4 COMPENSATION AND PAYMENT SCHEDULE 4.1. Fee. The City shall pay the Artist a fee in the amount of THIRTY THOUSAND DOLLARS AND NO CENTS ($30,000.00), which shall constitute full compensation for all services and materials to be performed and furnished by the Artist under this Agreement, inclusive of all travel expenses. The fee shall be paid in the following installments, each installment to represent full and final, non-refundable payment for all services and materials provided prior to the due date thereof: a. Five Thousand Dollars and No Cents ($5,000.00) upon execution of this Agreement, recognizing that the Artist has already invested time and expense in preliminary coordination with the City and community members. b. Ten Thousand Dollars and No Cents ($10,000.00) within thirty (30) days after the Artist submits Conceptual Design Deliverables as required in Section 3.2 of this Agreement and makes a presentation of the Conceptual Design Proposal to the Fort Worth Art Commission and Project Stakeholders. c. Ten Thousand Dollars and No Cents ($10,000.00) within thirty (30) days after the Artist submits certain Master Plan Deliverables as required in Section2.2 of this Agreement and makes a presentation of the Master Plan to the Fort Worth Art Commission and Project Stakeholders. d. Five Thousand Dollars and No Cents ($5,000.00) within thirty (30) days after the City's approval of both the Conceptual Design Proposal and the Master Plan. 4.2. Sales Taxes. The City is a tax-exempt organization and no state or local sales taxes or federal excise taxes shall be due upon the Project. The City shall supply the Artist with the "Texas Pagel 11 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 Sales Tax and Local Sales Tax Exemption Certificate," attached hereto as Exhibit D for use by Artist in the fulfillment of this Agreement. 4.3. Artist's Ex enses. Artist shall be responsible for the payments of all expenses incurred during the performance of this Agreement, including but not limited to services, materials, mailing/shipping charges and insurance on submissions to the City, cost of all travel, and costs for Artist's agents, consultants, and/or employees necessary for the proper performance of the services required under this Agreement. ARTICLE 5 TERM AND TERMINATION 5.1. Term. This Agreement shall be in effect from the Effective Date, and, unless terminated earlier pursuant to such provisions in this Agreement, shall extend until final payment to Artist by City. 5.2. Gratuities. City may cancel this Agreement if it is found that gratuities in the form of entertainment, gifts, or otherwise were offered or given by Artist or any agent or representative to any City or Contract Manager official or employee with a view toward securing favorable treatment with respect to the awarding, amending, or making of any determinations with respect to this performance of this Agreement. 5.3. Termination for Cause. If either party to this Agreement shall fail to fulfill their obligations in accordance with the terms of this Agreement, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, then the Parties shall first attempt to resolve any disputes arising from this Article 5.3 in accordance with the dispute resolution process set forth in Article 6 of this Agreement. If the Parties cannot resolve the dispute(s), then the disputing party shall thereupon have the right to terminate this Agreement upon the delivery of a written "Notice of Termination" specifying the grounds for termination. Termination of this Agreement under this provision shall not relieve the party in default Page 112 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 of any liability for damages resulting from a breach or a violation of the terms of this Agreement. 5.4. Termination for Convenience. a. The services to be performed under this Agreement may be terminated by either party, subject to written notice submitted thirty (30) calendar days before termination, specifying the grounds for termination. b. If the termination is for the convenience of City, City shall pay Artist for services actually rendered up to the effective date of termination, and Artist shall continue to provide the City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon Artist's receipt of payment in full of all monies due for services provided up to the effective date of termination, City shall have the right at its discretion to possession and transfer of title to the sketches, designs, and models already prepared and submitted or presented for submission to City by Artist under this Agreement prior to the effective date of termination, provided that no right to fabricate or execute the Work shall pass to City. C. If termination is for the convenience of Artist, Artist shall remit to City a sum equal to all payments (if any) made to the Artist pursuant to this Agreement prior to termination. 5.5. Incapacity of Artist. a. In the event that Artist becomes incapable, legally or otherwise, of performing its duties and/or obligations under this Agreement, City shall have the right to terminate this Agreement on payment to Artist or Artist's successors for all work and services performed prior to incapacity. All finished and unfinished drawings, sketches, photographs, models, and any other work shall automatically become property of City. ARTICLE 6 DISPUTE RESOLUTION Page 113 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 a. If either Artist or City has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the Parties shall first attempt to resolve these issues through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach, or other matter in question that may arise out of, or in connection with this Agreement. b. If the Parties fail to resolve the dispute within sixty(60) calendar days of the date of receipt of the notice of the dispute, then the Parties may submit the matter to non- binding mediation upon written consent of the authorized representatives of both parties in accordance with Chapter 154 of the Texas Civil Practice and Remedies Code and Chapter 2009 of the Texas Government Code, then in effect. Request for mediation shall be in writing,and shall request that the mediation commence not less than fifteen (15) or more than forty-five (45) calendar days following the date of request, except upon Agreement of the Parties. In the event City and Artists are unable to agree to a date for the mediation or to the identity of a mutually agreed mediator within thirty (30) calendar days following the date of the request for mediation, then all the conditions precedent in this article shall be deemed to have occurred. The Parties shall share the mediator's fee and any filing fees equally. Venue for any mediation or lawsuit arising under this Agreement shall be in Tarrant County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction. No provision of this agreement shall waive any immunity or defense. No provision of this Agreement constitutes consent to sue. If the Parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. (See Article 5.3) ARTICLE 7 Page 114 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 7.1. General. a. Upon payment in full to Artist or pursuant to the applicable termination provision of this Agreement, the Artwork Designs, Work, and all other work product under this Agreement shall become the property of City, without restriction on future use, except as provided below. Artist shall retain copyright and other intellectual property rights in and to the Artwork Designs and Work. By execution of this Agreement, Artist grants to the City an exclusive, perpetual, royalty free, and irrevocable license to graphically depict and publicly display the Artwork Designs and Work for any non-commercial purpose whatsoever. For purposes of this limitation, any graphic depiction or display of the Artwork Designs and Work intended to promote or benefit City, its public services or its public purposes, regardless of whether or not a fee is charged to the public, or whether revenue is otherwise received by City, shall be deemed a non-commercial purpose. b. In view of the intention that the Artwork Designs and the Work be unique, Artist shall not make any additional exact duplicate reproductions of the Artwork Designs or the Work, nor shall Artist grant permission to others to do so except with the express written permission of City. However, nothing herein shall prevent Artist from creating future artworks in Artist's manner and style of artistic expression. C. Artist reserves every right available under the Federal Copyright Act to control the making and dissemination of copies or reproductions of the Artwork Designs and Work, except as those rights are limited by this Agreement. City may make and disseminate photographs, drawings, and other two-dimensional reproductions of the Artwork Designs and Work and accompanying materials for any municipal purpose. All reproductions by the City shall contain a credit to the Artist and a copyright notice substantially in the following form: "© date, Artist's name." d. Nothing in this Agreement shall prevent the Artist from using images of the Artwork Designs and Work for marketing and promotional purposes in connection with the Artist's business. Page 115 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 e. City is not responsible for any third-party infringement of Artist's copyright and not responsible for protecting the intellectual property rights of Artist. 7.2. Artist's Address. Artist shall notify City of changes in Artist's address as set forth in Article 13. The failure to do so, if such failure prevents City from locating Artist, shall be deemed a waiver by Artist of the right subsequently to enforce these provisions that require the express approval of Artist. Notwithstanding this provision, City shall make every reasonable effort to locate Artist when matters arise relating to Artist's rights. ARTICLE 8 WARRANTIES OF TITLE AND COPYRIGHT a. Artist represents and warrants that: i. Artwork Designs and Work shall be the original product of the Artist's sole creative efforts. ii. Artwork Designs and Work are and will be unique and original, and do not infringe upon any copyright or the rights of any person; ill. Artist has not sold, assigned, transferred, licensed, granted, encumbered, or utilized the Artwork Designs and Work or any copyright related thereto that may affect or impair the rights granted pursuant to this Agreement; iv. Artwork Designs and Work (or duplicate thereof) have not been accepted for sale elsewhere; V. Artist has the full power to enter into and perform this Agreement and to make the grant of rights contained in this Agreement; and vi. All services performed hereunder shall be performed in accordance with all applicable laws, regulations, ordinances, etc., and with all necessary care, skill and diligence. ARTICLE 9 ARTIST AS INDEPENDENT CONTRACTOR Artist shall perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant or employee of City. Artist shall have exclusive control of, and the exclusive right to control the details of the work performed hereunder, and all Page 116 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12!22/15 persons performing same, and shall be solely responsible for the acts and omissions of his/her officers, agents, employees, and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between City and Artist, his/her officers, agents, employees and subcontractors, and doctrine of respondent superior has no application as between City and Artist. ARTICLE 10 INDEMNIFICATION 10.1. General Indemnity. a. ARTIST COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY LOSS (INCLUDING, BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST PROFITS, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO, DEATH) TO ANY AND ALL PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM THE ACTS, ERRORS, OR OMMISSIONS OF ARTIST AND/OR ARTIST'S SUBARTISTS AND CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT. Page 117 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 b. Artist agrees to and shall release City from any and all liability for injury, death, damage, or loss to persons or property sustained or caused by Artist in connection with or incidental to performance under this Agreement. C. Artist shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. 10.2. Intellectual Property. Artist agrees to assume full responsibility for complying with all State and Federal Copyright Laws and any other regulations, including, but not limited to, the assumption of any and all responsibilities for paying royalties that are due for the use of other third party copyrighted works by Artist. City expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations. City specifically does not authorize, permit, or condone the reproduction or use of copyrighted materials by Artist without the appropriate licenses or permission being secured by Artist in advance. IT IS FURTHER AGREED THAT ARTIST SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES, TO WHICH THEY MAY BE SUBJECTED ARISING OUT OF CITY'S USE OR POSSESSION OF THE WORKS BY REASON OF AN ALLEGED OR ACTUAL COPYRIGHT VIOLATION OR OTHER LACK OF OWNERSHIP, AUTHORSHIP, OR ORIGINALITY. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of Artist. ARTICLE 11 EQUAL OPPORTUNITY a. Artist shall not engage in any unlawful discrimination based on race, creed, color, national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in any employment decisions Page 118 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 relating to this Agreement, and Artist represents and warrants that to the extent required by applicable laws, it is an equal opportunity employer and shall comply with all applicable laws and regulations in any employment decisions. b. In the event of Artist noncompliance with the nondiscrimination clauses of this Agreement, this Agreement may be canceled, terminated, or suspended in whole or in part, and Artist may be debarred from further agreements with City. ARTICLE 12 MISCELLANEOUS 12.1. Compliance. Artist shall comply with all Federal, state, and local statutes, ordinances, and regulations applicable to the performance of Artist's services under this Agreement. 12.2. Entire Agreement. This writing embodies the entire agreement and understanding between the Parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. t�.�. Amendments. No alteration, change, modification, or amendment of the terms of this Agreement shall be valid or effective unless made in writing and signed by both parties hereto and approved by appropriate action of City. 12.4. Waiver. No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent default of any terms, covenants, and conditions of this Agreement. The payment or acceptance of fees for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. 12.5. Governing Law and Venue. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas —Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. Page 119 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 12.6. Successors and lissiprrsa Neither party hereto shall assign, sublet, or transfer its interest herein without prior written consent of the other party, and any attempted assignment, sublease, or transfer of all or any part hereof without such prior written consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of City and Artist and their respective successors and permitted assigns. 12.7. No Third-Party Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of City and Artist, and any lawful successor or assign, and are not intended to create any rights, contractual, or otherwise, to any other person or entity. 12.8. Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. 12.9. Force Mai eure. It is expressly understood and agreed by the Parties to this Agreement that, if the performance of any obligations hereunder is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences; fires; strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. 12.10. Contract Construction. The Parties acknowledge that each party and, if it so chooses, its counsel, have reviewed and revised this Agreement and that the normal rule of construction to the effect that any Page 120 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. 12.11. Fiscal Funding Out. If, for any reason, at any time during any term of this Agreement, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement, the City may terminate this Agreement to be effective on the later of(i) thirty (30) days following delivery by City to Artist of written notice of City's intention to terminate or (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement. 12.12. Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 12.13. Right to Audit. Artist agrees that City will have the right to audit the financial and business records of Artist that relate to the Work (collectively"Records") at any time during the Term of this Agreement and for three (3) years thereafter in order to determine compliance with this Agreement. Throughout the Term of this Agreement and for three (3) years thereafter, the Artist shall make all Records available to the City at 1000 Throckmorton Street, Fort Worth, Texas or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. Artist shall require all of its subcontractors to include in their subcontracts a right to audit in favor of City in substantially the same form as described in this Article 12.13. 12.14. Certified MBE/WBE. If applicable, Artist is encouraged to make its best effort to become a certified Minority Business Enterprise (MBE) or Woman Business Enterprise (WBE) firm with a certifying agency whose certification is accepted by the City under the City's Business Diversity Enterprise Ordinance. 12.15. Survival Provision. Page 121 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 The provisions contained in Articles 5.5 (Incapacity of Artist), 7 (Ownership and Intellectual Property Rights), 8 (Warranties of Title and Copyright), 9 (Artist as an Independent Contractor), 10 (Indemnification), and 12.13 (Right to Audit) shall survive the termination or expiration of this Agreement. 12.16. Counterparts and Electronic Signatures. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 12.17. Time Extensions. The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this Agreement. ARTICLE 13 NOTICES All notices, requests, demands, and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, as follows: 1. CITY OF FORT WORTH: Fernando Costa, Assistant City Manager City Manager's Office City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 Copies to: Sarah Fullenwider, City Attorney Law Department 1000 Throckmorton Street Fort Worth, TX 76102 Page 122 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 Martha Peters, Vice President of Public Art Arts Council of Fort Worth 1300 Gendy Street Fort Worth, TX 76107 2. ARTIST Jill Bedgood 934 West Agarita Avenue San Antonio, TX 78201 IN WITNESS HEREOF, the parties hereto have executed this Agreement on this day and year first written above. CITY OF FORT WORTH Fernando Costa Assistant City Manager ARTIST SO-0 /• .1-51 ZolG J' edgo APPROED AS TO FORM: Jessica S gsvang AssistanityAttorney ATTESTED BY: °W° OFFICIAL RECORD 4a4 J.Kay CITY SECRETARY Page 12 WORTH,TX 3 of Agreement Between the City of Fort Worth and Jill Bedgood — for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/12/15 City Secretary No M&C Required Page 124 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12{22115 Exhibit A: Summer Creek Corridor, which includes,(1)Granbury Road/Summer Creek Drive from Alta Mesa Boulevard to McPherson Boulevard; (2)McPherson Boulevard from Chisholm Trail Parkway(SH 121T) to South Hulen Street;and,(3)the Chisholm Trail Park, NOTE: Areas highlighted in orange indicate those areas within the Summer Creek Corridor that have public art funding currently available. OW ort rth IlC r rF CrY�►rTi � •a',� •sa, � LO is 16 1w- — - .� wr■I�ai T- a Fort Worth 3 __ Papca,C,py*p � �y�r�rF •,aa�,wa�C ,� F M Bp •Y4 tis Fort � rarth r � Ba?�mr Tn♦;.a.a � �� a Page 125 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 Exhibit B: Workshop Recommendations Summer Creek Corridor Workshop Summary Public art funds are available to address: -- Summer Creek Boulevard (Alta Mesa—Sierra Ridge) -- Summer Creek Boulevard (Ardenwood—McPherson) -- Alta Mesa (SH 121 —Granbury Road) -- Roundabout -- Park Entrance Future Projects -- Summer Creek Station (partnership with the T) -- Community Center in Southwest Community Park (partnership with Crowley ISD) Public Art Workshop -- To explore public art opportunities along the Summer Creek Corridor that reflect the indigenous prairie environment and/or other themes that will create a sense of community identity -- To develop general approaches and/or broad concepts for various sites along the corridor -- To develop a format for engaging students in Crowley ISD to participate in future public art projects, that may use an interdisciplinary approach, combining natural science, history and art Observations: -- Suburban development making way for urban development(Summer Creek Station) -- Community oriented neighborhoods -- Diverse backgrounds Page 126 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 Community Desires: -- Community involvement -- Student involvement/active participation -- Visual experience -- Personal and memory experience -- Educate public about -- natural environment (prairie,geology) -- history -- community -- Identification graphic for community(logo) -- Transformation from auto to multimodal transportation Conceptual Focus/Ideas /Image Sources: -- Prairie -- plants, -- animals, -- geology, -- ecology -- Transportation/Technology/Communication -- railway and train, -- roads, tollways, car/ -- biking, bike lanes -- walkways, paths, sidewalks, -- mapping, -- communication internet, phone -- community interactive space, community physical interaction -- Historical Information and Resources -- Fort Worth -- Summer Creek -- Residents' personal history) Compositional Constructs/ Methodology for Creation/Process: -- Multiples/modular -- Weaving -- Repetition -- Reconfiguration -- Layering -- Connections (rings, wiring, binding, ...) Page 127 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 Potential Sites for Public Art -- Plaza—Summer Creek Station Development -- T Station Park and Ride -- Community Center new -- Medians -- Sidewalks -- Intersections -- Underpass(SH121) -- Designed to assist in habitation of birds and animals -- Neighborhood Walls -- Intervention of hard walls to plants covering walls, living walls -- Dirks Road -- Pond -- Roundabout -- Park entrance -- Park -- Walls of new overpass -- Seating as art, art as seating -- Bus stops seating and covers Potential Sites of Aesthetic Intervention -- Street Signs &Toppers -- Transportation Signs -- Benches, Seating -- Light Pole Banners -- Trashcans -- Utility poles and boxes -- Pedestrian bridge -- Curbs Page 128 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 Crowley ISD Teacher and Student Involvement Questions for art students -- Depict your ideas about community? -- What activities are taking place in your neighborhood that makes it feel like a community? -- Depict how your family came to live in SW Fort Worth /Crowley area? -- How will mass transportation and urban development change this area? Assignment: -- Depict the natural environment that appears to be present here in Fort Worth & Crowley -- Create an artwork that shows the community, transportation, environment in Fort Worth &Crowley Develop a better understanding of the Project: -- more visual information as to the look and location of the boulevards -- vehicle visibility issues -- user—a person on foot,on a bicycle, in a car, all -- recognizable image as to place -- create a wholistic approach for the master plan -- respect the individuality of the artist's vision and that of the student artist -- methodology to facilitate student involvement and inclusion of art -- methodology to facilitate community involvement and inclusion in process -- discuss teacher involvement and inclusion in process and/or of art -- quality of student artist Research of the Area: --the Cowboy Museum, --the Stockyard Museum, --the Kimbell Art Museum. -- Fort Worth Modern, --the Amon Carter Museum, --the Cowgirl Museum, --the Botanical Gardens, -- Fort Worth Nature Prairie Center, -- Botanical Research Institute -- learn more about the light rail and history of trains, --open for suggestions to gain more insight into Fort Worth history and community. Page 129 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 Additional Ideas: -- Create habitats or bird sanctuaries -- In the park for hawks (if space available) -- Bird housing or manipulation of environment along boulevards -- Faux hawks on poles -- Sculpture exhibitions in the park- -- contemporary, -- annual or biennial, -- temporary and more permanent works -- student involvement -- Cairn mile markers on walking trails -- Leather tooling—manipulate concrete to reference leather work -- Reference to bits and tack for horses -- Reference bead work Page 130 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 Exhibit C: Budget Form FORT WORTH PUBLIC ART PROJECT BUDGET Please complete this form and attach a signed receipt or estimate complete with per unit costs(no lump sums)for all items designated with an asterisk(').Cost Increases must also have a written estimate attached. ARTISTS FEE TRAVEL (For artists who live more than 50 miles from Fort Worth) Airfare Car RegLW Per Diem Expenses at:�per day Mileage at i per mile INSURANCE Auto/Hired Vehicle Liability General Liability for Artist/Subcontractors Worker's Camp.P Employees Liability Other,as applicable ADMINISTRATIVE EXPENSES Phone/Fax Delivery/Shipping(for correspondence,samples,models,drawings etc) Repmgraphic Service Supplies PROFESSIONAL CONSULTANT FEES (If applicable,drawing must be signed and sealed by a professional registered to practice in the State of Texas) Architecr Structural Engineer' Electrical Engineer* Conservator* Photographer(for documentation of completed work)* Other* MATERIALS (Please attach a complete list of materials.Itemize all anticipated aspects and components with per unit cost estimates) Materials'Total FABRICATION COSTS (Include and itemize all portions of subcontracted work and work to be completed by artist.) Artists Labor(_hours at$_per hour)Total Subcontracted Labor'(Told) Facility/Equipment Rental(used exclusively for this project)related to fabrication SITE PREPARATION (Do not include costs covered by FWPA,City of Fort Worth or others) Test Drilling* Removal' LandscapingArrigation' Electrical Modifications* Water WorklMechanical Devices Other' (Revised May 2011) Page 31 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 TRANSPORTATION Matenals to Fabrication Site' Finished Work to Installation Site' Other BASEMOUNTING Base Mounting Devices and Components FoundatKWFootirg other INSTALLATION COSTS (Costs must include allowance for after hours mstallaton,if applicable Please attach a complete list of equipment and individual estimates with this fora) Subcontracted Labor' Scaffolding' Equipment Rental related to installation' Off-duty PolicelSecurity' Traffic Barriers' Storage Facility Rental' City Permits Display Devices Fireproofing' Site Restoration' Other' LIGHTING Designers' Fixtures' Bulbs' Site Preparation' Installation' GRAND TOTAL Please make any necessary notes here: Prepared By: Date: (Revised May 201 f) Page 32 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15 4 Exhibit D: Sales Tax Exemption Va�4* a,W amen TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION Nance or pacfaaar,arta w aemwy City of Fort Worth,Texas A fSaaar 6 mn0er,P O.Sm a fAt*n~ Miall W"sibs and n,wMarJ 1000 Throckmorton Street 817.392.6360 ur.us*zr mat Fort Worth,Texas 76102 1,the purchaser named above,claim an exemption from payment of sales and use taxes(for the purchase of taxable items described below or on the attached order or Invoice)ham: Seler: H Ytwlkn— -.. Street address: fit,State,ZIP cAdu Description of Mm to be purchased or on the attached order or Invoke: Ali items except motor vehicles as listed below Purchaser clairm this exemption for the bIwAV mason: Municipality,Govemmental Entity I understand that I MH be ilable for payment of ad state and local sales or use taxes whidn may bsoorn1 due for failure to comply with to provisions of Bro Teen Code and/or of applicable law. IunderaftWOaf#Inadinbafollbneetoonanexe►nplioncerldcaftfodwaeAaribrhuaWNems&Wlbow;atftOne ofpundlask vAbe usedin a trunwolfwMan bWexpiessodo fiWsowfteft,anddspendiV on ft a7mntofbixevade4Meoftnemeyrergs fr m a Class C nis Owneanor to a MADny dole second degree. Dab -] hhdre rsie Finance Director/CFO March 23.2015` sign NOTE: This certificate carxnot be Issued for the purchase,bass.or rontd of a motor velkle. THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALW. Sales and the Tsx'Exernpdon Number'or'rex ExwW Numbers do nol exist. This oertitkab WwM be furnished to the suppler.Do not send the completed certificate to the Comptroller of Public Accounts. Page 133 of 32 Agreement Between the City of Fort Worth and Jill Bedgood for a Public Art Master Plan for the Summer Creek Corridor Execution Copy 12/22/15