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HomeMy WebLinkAboutContract 34032 CITY ECRETARY� C©t't-z-,4aCT NO. AGREEMENT BETWEEN THE CITY OF FORT WORTH AND LORNA JORDAN, INC. FOR CONCEPTUAL DESIGN PROPOSALS FOR THE SOUTHWEST PARKWAY (SH 121) CORRIDOR This Agreement, entered into this day of �� 2006, by and between the CITY OF FORT WORTH, a municipal corporation, of the State of Texas, (the "City") acting by and through Libby Watson, its duly authorized Assistant City Manager and LORNA JORDAN, INC. (the "Artist"), acting by and through Lorna Jordan, its duly authorized President. The City has designated the Arts Council of Fort Worth and Tarrant County, Inc. (the "Contract Manager") to manage this Agreement on its behalf. The Contract Manager shall act through its Public Art Director. 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, (the "City Code"), 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 artists 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; and, WHEREAS, allocated in the 2004 Capital Improvement Program ("CIP"), are funds for artist fees and costs related to the production of artwork for SH-121 (Southwest Parkway) Corridor; and, WHEREAS, the Artist, selected from the Fort Worth Public Art program's Pre- Qualified List of Established Artists by the Art Committee of the SH 121 Citizen's Advisory Group ("CAG") and recommended by the Fort Worth Art Commission, participated with the City's project consultants: Prime Strategies, Inc., Kittelson & Associates, Inc., and HOK Architects (the "Design Team") to develop public art and design enhancement recommendations for inclusion in the Southwest Parkway SH 121 Corridor Master Plan, adopted by City Council on October 25, 2005 ;and, WHEREAS, the Fort Worth Art Commission has recommended that the Artist be retained to develop a specific integral public art/ design enhancement illustrative design and plan for each of two (2) sites ("the Work") identified in the Southwest Parkway (SH 121) Corridor Master Plan; and, WHEREAS, the City and the Artist wish to set out the terms and conditions for the Artist's participation in the Project; 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 SCOPE OF SERVICES AND DELIVERABLES 1.1 Scope of Services. a. Artist shall develop integral conceptual design proposals for sites, as hereinafter defined, in a timely manner in cooperation with the Design Team project partners [North Texas Tollway Authority (NTTA), Texas Department of Transportation (TxDOT), and Tarrant Regional Water District (TRWD)] and their designated design consultants, City and Arts Council staff. The conceptual design proposals shall include: (1) a"Stormwater Cascade & Pool" at University Drive/Trinity Park, creating an urban grotto, water collection, detention and drainage into the Trinity River, specified in the Southwest Parkway Corridor Master Plan as Site #3; and, (2) a "Limestone Canyon" in the Montgomery Area, creating a terraced limestone canyon with hanging gardens irrigated by a stormwater detention pond, specified in the Southwest Parkway Corridor Master Plan as Site #8. b. Artist shall make every effort to prepare proposals that are feasible based upon feedback from the Design Team and in terms of the budget range as communicated by the Design Team during the art master planning phase. c. Artist may use consultants as determined by Artist, at no additional expense to the City. d. Artist shall attend and participate in Fort Worth meetings as required. Required meetings include but are not limited to: (1) a one-day workshop with 2 the Design Team and Gideon Toal on a mutually agreed upon date; and, (2) a one-day workshop with the Design Team and Gideon Toal and/or presentation to SH 121 Citizens' Advisory Group and the Fort Worth Art Commission on a mutually agreed upon date. e. Artist shall assist the Design Team in their preparation of cost estimates and shall provide written comments as to those estimates. 1.2 Deliverables and Public Art Director Responsibility. a. Artist shall perform the services and furnish all supplies, materials, and equipment necessary in a timely manner to complete the work required in Section 1.1 and provide the following deliverables ("Deliverables") to City on mutually agreed upon date(s) which corresponds to the NTTA's 60% PS&E drawings deadlines. Deliverables shall be submitted for City approval and possible design development and implementation for each of the two (2) sites listed above: i. Presentation boards of renderings measuring 20" x 30", including: one (1) or more illustrative drawings; and, one (1) plan drawing. ii. High resolution digital conceptual design renderings and plans. iii. Individual written narrative descriptions, including the concept, approximate dimensions, materials, recommended methods of construction and installation, and potential maintenance requirements. iv. Written comments on the Design Team's budget estimates. v. Copy of Artists' Powerpoint presentation, if any. b. The Contract Manager's Public Art Director, and one other designated Design Team member shall constitute the Artist's primary and secondary contact person, respectively. The Public Art Director and designated Design Team member will provide to Artist the 30% PS&E drawings for both sites, as well as Gideon Toal's 3 concept plan for the area under the Trinity River Bridge (at University Drive) and the any available geotechnical reports. In the event that other relevant documents and/or design materials become available, the Public Art Director and/or designed Design Team member shall facilitate timely delivery to Artist copies of all available relevant documents and design materials, including, but not limited to, site and topographic surveys, boundary information, wetlands locations, sensitive area identification, plans created during the Southwest Parkway Master Plan phase (grading, landscape, drainage, etc.,) and all available data and information relative to policies, standards, criteria, and studies established for the project. c. Deadlines for submission of Artist's deliverables may be extended by mutual written agreement between the Artist, and Artist's primary and secondary contact persons. ARTICLE 2 COMPENSATION AND PAYMENT SCHEDULE 2.1. Fixed Fee. The City shall pay the Artist a fixed fee in the amount of THIRTY-THREE THOUSAND DOLLARS AND NO CENTS ($33,000), 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, expressed as percentages (or portions) of such fixed fee, each installment to represent full and final, non-refundable payment for all services and materials provided prior to the due date thereof. a. Forty-five percent (45%) within thirty (30) days after the Artist participates in the 1-day workshop as required in Section l.Ld of this Agreement. b. Forty-five percent (45%) within thirty (30) days after the Artist submits "Deliverables", as required in Section 1.2.a.i.—v. of this Agreement. c. Ten percent (10%) within thirty (30) days after the Artist makes the presentation to the SH121 Citizens' Advisory Group and the Fort Worth Art Commission as required in Section l.l.d. of this Agreement and provides a copy of the presentation Powerpoint, as required in Section 1.2.a.v. of this Agreement. 4 C"HIC-il`As ai-2U 2.2. 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 Sales Tax and Local Sales Tax Exemption Certificate," for use by Artist in the fulfillment of this Agreement. 2.3. Artist's Expenses. 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 3 OWNERSHIP OF DESIGN AND REPRODUCTION RIGHTS The Work and all other work product under this Agreement shall become property of the City, without restriction on future use, except as provided below. Artist shall retain copyright and other intellectual property rights in and to the Work. By execution of this Agreement, Artist grants to the City a perpetual, irrevocable license to graphically depict or display the Work for any non-commercial purpose whatsoever; for purposes of this limitation, any graphic depiction or display of the Work intended to promote or benefit the 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 the City, shall be deemed a non-commercial purpose. Notwithstanding the above limitation, Artist agrees and understands that nothing in this paragraph shall affect or limit the City's absolute, unrestricted rights incidental to the City's full ownership of the final artwork to alter, change, modify, destroy, remove, move, replace, operate, maintain, transport, sell or transfer, in whole or in part, the final artwork when the City deems it necessary within its discretion, in order to otherwise exercise the City's powers and responsibility in regard to public works and improvements, in furtherance of the City's operations or for any other reason. The City agrees to credit Artist as the creator and copyright holder when it graphically depicts or displays the Work 5 ARTICLE 4 WARRANTY The Work shall be the original product of the Artist's own creative effi warrants that the Work is and will be original and agrees to assume the defense of, and indemnify and hold harmless, the City, its officers, employees, agents, and contractors from and against all claims, losses, damages, actions or expenses of every type and description, including attorney's fees, to which they may be subjected arising out of the City's use or possession of the Work by reason of an alleged or actual copyright violation or other lack of ownership, authorship,or originality. ARTICLE 5 ARTIST AS INDEPENDENT CONTRACTOR The Artist shall perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant or employee of the City. The Artist shall have exclusive control of, and the exclusive right to control the details of the work performed hereunder, and all 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 the City and the Artist, his/her officers, agents, employees and subcontractors, and doctrine of respondeat superior has no application as between the City and the Artist. ARTICLE 6 INDEMNIFICATION The Artist agrees to defend, indemnify and hold the City, its officers, agents, servants and employees, harmless against any and all claims, lawsuits, actions, costs and expenses of any kind, including but not limited to, those for property damage or loss (including alleged damage or loss to Artist's business and any resulting lost profits) and/or personal injury, including death,that may relate to, arise out of or be occasioned by (i) the Artist's breach of any of the terms or provisions of this Agreement or (ii) any negligent act or omission or intentional misconduct of the Artist, its officers, agents, associates, employees, contractors or subcontractors, related to this Agreement; except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence of the City or its officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence of both the Artist and the City, responsibility, if any, shall be apportioned comparatively in accordance with the laws of 6uJ=� � i the state of Texas, nothing herein shall be construed as a waiver of the City's governmental immunity as further provided by the laws of Texas. ARTICLE 7 EQUAL OPPORTUNITY a. The Artist shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, disability, familial status or national origin. The Artist shall take affirmative action to ensure that employees are treated equally during employment, without regard to their race, color, religion, sex, sexual orientation, disability, familial status and national origin. Such action shall include but not be limited to the following: Employment, upgrading, demotion, transfer, recruitment or pay or other forms of compensations, and selection for training, including apprenticeship. The Artist agrees to post in conspicuous places, available to employees and applications for employment, notices to be provided by the City setting forth the provision of this nondiscrimination clause. b. The Artist shall in all solicitation or advertisements for employment placed on or on behalf of the Artist, state that all qualified applicants shall receive consideration for employment without regard to race, color, religion, sex, sexual orientation, disability, familial status or national origin. C. The Artist shall furnish all information and reports requested by the City of Fort Worth, and shall permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with such rules and regulations. d. In the event of the Artist noncompliance with the nondiscrimination clauses of this Agreement, this Agreement may be canceled, terminated, or suspended in whole or in part, and the Artist may be debarred from further agreements with the City of Fort Worth. ARTICLE 8 MISCELLANEOUS 8.1. Compliance. The Artist shall comply with all Federal, State and City statutes, ordinances and regulations applicable to the performance of the Artist services under this Agreement. 7 8.2. 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. 8.3. 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 the City. 8.4. 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. 8.5. 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. 8.6. Successors and Assigns. 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 the City and the Artists and their respective successors and permitted assigns. 8.7. No Third-Party Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of the City and the Artist, and any lawful successor or assign, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 8 8.8 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. 8.9. Force Majeure. 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. 8.10. 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 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. 8.11. Fiscal Funding Out. If for any reason, at any time during any term of this Agreement,the 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 the City to the Artist of written notice of the City's intention to terminate or(ii)the last date for which funding has been appropriated by the City Council for the purposes set forth in this Agreement. 8.12. Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. ��i •. ^7 A.�U� �iC 1j.i 8.13. Artist's Address. Artist shall notify the Contract Manager of changes in address. 8.14. Surviving Covenants. The covenants and obligations set forth in this Agreement shall not survive the death or legal incapacity of the Artist. 8.15 Artist's Right to Complete. It is understood that the Work provided under this Agreement will require the Artist's involvement in design development and implementation phases to insure the integrity of the Artists' design and copyright. Artist's fee for future design development and implementation phases shall be negotiated based upon the scope of the project(s) to be implemented. 8.16. Right to Audit. The Artist agrees that the City will have the right to audit the financial and business records of the 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 on 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. Notwithstanding anything to the contrary herein, this Section 7.16 shall survive expiration or earlier termination of this Agreement. ARTICLE 9 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: 10 1. CITY OF FORT WORTH: Libby Watson, Assistant City Manager City Manager's Office City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 Copies to: David Yett, City Attorney Law Department 1000 Throckmorton Street Fort Worth,TX 76102 Martha Peters, Public Art Director Arts Council of Fort Worth& Tarrant County 1300 Gendy Street Fort Worth,TX 76107 2. ARTIST Lorna Jordan Lorna Jordan Inc. 4233 Meridian Avenue N. Seattle, WA 98103 [SIGNATURES APPEAR ON THE FOLLOWING PAGE.] 11 IN WITNESS HEREOF, the parties hereto have executed this Agreement on this day and year first written above. CITY F FORT WORTH Libby Watson Assistant City Manager ARTIST Lorna Jordan, Inc. By: Lo r-n6. Jar Name: Lorna Jordan Title: kAr i St' 4-)fff l� A PROVEDAS TO FORM: ATTESTED BY z aut�& Gann Guzman Marty Hendr' Assistant City Attorney City Secretary M&C C-21230 Contract Authorization January 10,2006 Date 12 k City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 1/10/2006 DATE: Tuesday, January 10, 2006 LOG NAME: 03ARTJORDAND1 REFERENCE NO.: **C-21230 SUBJECT: Approve Execution of a Conceptual Design Contract with Lorna Jordan Studio to Develop Specific, Integral Public Art/Design Enhancement Proposals for Four Integral Locations Identified in the Southwest Parkway(SH-121) Corridor Master Plan RECOMMENDATION: It is recommended that the City Council authorize the City Manager to enter into a Conceptual Design Contract with Lorna Jordan Studio to develop specific public art/design enhancement proposals for four locations identified in the Southwest Parkway (SH-121) Corridor Master Plan, in an amount not to exceed $63,000 from 2004 Capital Improvement Program (CIP) Public Art funds. DISCUSSION: On October 25, 2005, the City Council adopted the Southwest Parkway (SH-121) Corridor Master Plan, which identified 15 public art/design enhancement opportunities along the corridor, some of which must be incorporated into construction documents in order to be implemented. Therefore, time is of the essence, as the North Texas Tollway Authority (NTTA) is currently engaging five design teams to complete PS&E (plans, specifications and engineering) over the next few months. Under the Conceptual Design Contract, Lorna Jordan Studio will build upon previous work on the Southwest Parkway (SH-121) Corridor Master Plan by working closely with design teams to develop specific public art/design enhancement proposals for the following locations: 1) University Drive/Trinity Park Stormwater & Cascade Pool (Site #3): Urban grotto; water collection, detention and drainage into Trinity River, experienced at pedestrian scale; 2) Montgomery Area Limestone Canyon (Site #8): Terraced limestone canyon with hanging gardens irrigated by stormwater detention pond, experienced at auto scale; 3) Country Day Area (Site#13): Natural cuts with exposed limestone, south of Arborlawn to SH-183; and 4) 1-20/SH-183 Interchange Area (Site#14): Earthworks and landscaping utilizing excavated materials from Site#13. Each of the sites involves aesthetic design of functional elements of the tollway, including storm water drainage and natural cuts due to grade changes, as well as landscaping of residual spaces, all of which Lorna Jordan Studio has previous experience successfully designing. On January 3, 2006, the Fort Worth Art Commission (FWAC) recommended that Lorna Jordan Studio be engaged to develop conceptual design proposals for the four sites listed above. Once work is complete under this contract, the City, along with its project partners, NTTA and TxDOT, shall determine the feasibility of moving forward into design development. The Citizens' Advisory Group (CAG) and FWAC will Logname: 55SPINKS RAMP Page 1 of 2 be asked to make recommendations to the City Council in this regard. It is anticipated that public art opportunities identified in the Southwest Parkway (SH-121) Corridor Master P/anthat are not integral to the design of the tollway, such as gateway elements into neighborhoods, may be addressed at a later date. BACKGROUND: The SH-121 Nature & Character Plan (pg. 44) recommended that the City engage a consulting artist to work with the Design Team, the CAG, and the FWAC to identify specific public art/design enhancement opportunities on which the 2% for public art/design enhancements allocated for SH-121 (Southwest Parkway) might be expended. On December 13, 2004, the Fort Worth Art Commission recommended an artist selection process for the Southwest Parkway (SH-121) Corridor Master Plan, in which the CAG or its designated committee would select an artist from the Fort Worth Public Art Pre-Qualified List of Established Public Artists. Subsequently, on February 21, 2005, the FWAC approved the Pre-Qualified List of Established Public Artists, which includes 74 artists selected by a panel (appointed by the FWAC) that included community and FWAC representatives, local visual art professionals and City staff advisors from the departments of Planning, Transportation and Public Works, and Engineering. On March 3, 2005, the SH-121 CAG Art Committee met to review artists from the Pre-Qualified List and selected artist Norie Sato as artist/planner for the Southwest Parkway (SH-121) Corridor Master Plan, and artist Lorna Jordan as an alternate. On March 21, 2005, the FWAC endorsed the CAG Art Committee's recommendation. Subsequent to that endorsement, the Public Art staff learned that Norie Sato was not available due to her project workload; therefore, Lorna Jordan was selected to participate in the project. On May 10, 2005, the City Council authorized a Design Team Contract with Lorna Jordan, in the amount of $50,000 from 2004 CIP funds for Public Art, to develop public art/design enhancement recommendations for inclusion in the Southwest Parkway(SH-121) Corridor Master Plan. This project will serve residents in various City Council Districts. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the SH121T Southwest Parkway Fund. TO Fund/Account/Centers FROM Fund/Account/Centers C221 531200 303980000531 $63,000.00 Submitted for City Manager's Office by: Mark Ott (6122) Libby Watson (6183) Originating Department Head: Bridgette Garrett (8518) Additional Information Contact: Sandy Oliver (7371) Logname: 55SPINKS RAMP Page 2 of 2