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HomeMy WebLinkAboutContract 51922 C'TY CSCRETARY CONTRACT NO. 5l 01aa. AGREEMENT BETWEEN THE CITY OF FORT WORTH AND GREG BAHR FOR A PROPOSAL FOR PUBLIC ART FOR THE MUNICIPAL VEHICLE MAINTENANCE FACILITY AT HOLLY WATER TREATMENT PLANT This Agreement is entered into this le day of� 20 9,by and between the City of Fort Worth, a home-rule municipal corporation of the State of Texas, acting by and through Jesus J. Chapa, its duly authorized Assistant City Manager,and Greg Bahr,an individual,located 5429 Fursman Avenue,Fort Worth, Texas 76114. 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,pursuant to Chapter 2,Sections 2-56 through 2-61 of the Fort Worth Code of Ordinances, the Fort Worth Public Art Program's goals are 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; WHEREAS, there is $177,500.00 available from the 2014 Bond, Proposition 6, for an artwork associated with the new Municipal Vehicle Maintenance Facility at the Holly Water Treatment Plant; WHEREAS,the Project was included in the Fort Worth Public Art Fiscal Year 2019 Annual Work Plan,adopted by the Fort Worth City Council on November 6,2018,as M&C G-19412; WHEREAS,the Project Core Team met on September 6,2018, and requested a more accessible and visible site for the artwork than that originally proposed.At staff s request,the City Attorney's Office consulted with the bond counsel,and after a review of additional potential locations,determined that the Project may be located along the east side of Forest Park Boulevard,below the toe of the levee, in the greenspace next to the roadway.A freestanding,horizontal artwork that parallels the roadway would be visible from the Holly Water Treatment Plant and to drivers and cyclists along Forest Park Boulevard and users of the looped trail, Trinity Park, Forest Park Blvd.,the Phyllis J. Tilley Memorial Bridge and the Lancaster Avenue Bridge. The Project Outline was approved by the Fort Worth Art Commission("FWAC")on October 15,2018; WHEREAS, the FWAC is overseeing an artist selection process in accordance with the Project Outline and the guidelines in the Fort Worth Public Art Master Plan Update; WHEREAS,the Contract Manager facilitated the Artist Selection Panel;the qualifications of twelve artists from the prequalified lists were presented to the selection panel and Project Core Team,resulting in the recommendation of three artists as finalists for the Project; WHEREAS, Artist has been selected as one of the finalists for the Project and is being asked to participate in a Site visit and Orientation at a mutually agreeable date and time("Orientation")and prepare a Conceptual Design Proposal and participate in an interview conducted by the Artist Selection Panel at a mutually agreeable date and time;and t RECEI Agreement Between the City of Fort Worth and Page.I of l 7- , FEB 4 2a6g Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant V,xecution Copy 1/30/19 Li l a SLURE-1'p i-Y' Cl CII SECflETAFFT. WORTHp TX WHEREAS, the City intends to select one Artist for the Project based on the Conceptual Design Proposals and interviews with no guarantee that Artist will be selected to proceed to the next phase of the Project; NOW, THEREFORE, 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 of Fort Worth and Greg Bahr. 1.2. Artist—Means and includes Greg Bahr. 1.3 Artist Selection Panel—Means and includes a panel comprised of arts professionals, Project Core Team Members, City staff representatives, City Council Member or their designee, a FWAC representative and other Advisors as appropriate. 1.4. 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 between Artist and City for the Work. 1.5. Conceptual Design Proposal Deliverables — Means and includes those items set forth in Article 2.4 of this Agreement that Artist is required to submit to City for its review and approval. 1.6. Contract Manager—Means and includes the Arts Council of Fort Worth and Tarrant County, Inc.,and/or its officers, directors, or employees. 1.7. City — Means and includes the City of Fort Worth, Texas and its officers, representatives, agents, servants, and employees. 1.8. 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. 1.9. Parties—Means and includes City and Artist. 1.10. Project—Means and includes the capital improvement or public art development undertaking of City for which Artist's services are to be provided pursuant to this Agreement. 1.11. Project Core Team—Means and includes the appropriate City Council Member(s),and their appointed community representatives and others as may be appropriate. 1.12. Project Outline—Means and includes the outline approved by the FWAC. Agreement Between the City of Fort Worth and Page 2 of 17 Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant Execution Copy 1/30/19 1.13. Project Stakeholders — Means and includes the City Council Member, the designated Municipal Vehicle Maintenance Facility at Holly Water Project Core Team and the FWAC's appointed representative, and others as may be appropriate. 1.14. Site—Means North Forest Park Boulevard,adjacent to the South Holly Water Treatment Plant, in the right-of-way along the east side of Forest Park Boulevard,below the toe of the levee, in the greenspace next to the roadway, visible from the Holly Water Treatment Plant and to drivers and cyclists along Forest Park Boulevard and users of the looped trail, Trinity Park, Forest Park Blvd., the Phyllis J. Tilley Memorial Bridge and the Lancaster Avenue Bridge, in Council District 9,which is depicted in the attached Exhibit"A." 1.15. Work—Means and includes the finished object(s)of art and design that are the subject of this Agreement, or any intermediary stage of completion of such work. ARTICLE 2 PURPOSE, SCOPE OF SERVICES,AND DELIVERABLES 2.1. Purpose. The purpose of this Agreement is to compensate Artist for participation in the Orientation and Site visit and for development of a Conceptual Design Proposal and participation in artist interviews conducted by the Artist Selection Panel for this Project, and ultimately select an artist to proceed to the next phase of this Project, which may include preliminary and final design development and commission of artwork for the Site. The City does not guarantee that Artist will be selected to proceed to the next phase of the Project. 2.2. Scope of Services. a. Artist shall perform all services and will furnish all supplies, materials, and equipment as necessary for developing a Conceptual Design Proposal of the Work and for providing the Conceptual Design Proposal Deliverables. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. b. Artist shall participate in a one hour Orientation meeting and Site visit at a mutually agreeable date and time in Fort Worth, Texas. C. Artist shall prepare and present a Conceptual Design Proposal, to include examples of his/her current work, to the Artist Selection Panel and be interviewed by the Artist Selection Panel in Fort Worth, Texas, in Fort Worth,Texas,at a mutually agreeable date and time. The Artist has been provided with a list of five questions that they are expected to address during the interview and understands that additional questions may also be posed by the Artist Selection Panel. d. Artist shall allow video recording and photography of his/her Conceptual Design Proposal presentation to the Artist Selection Panel. Agreement Between the City of Fort Worth and Page 3 of 17 Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant Execution Copy 1/30/19 e. Two (2) weeks prior to final submittals Artist will individually meet via conference call with the Contract Manager for the purpose of a design progress report to receive feedback on their initial concepts and have the opportunity to ask questions. f. Artist shall make two(2)trips to Fort Worth,Texas for meetings and presentations as indicated above. Additional trips, if required per this Article,may be negotiated and agreed upon in writing by City and Artist. 2.3. Cily Assistance. Upon request by Artist, City shall promptly furnish all information and materials required by Artist to the extent that such materials are available. City,upon request by Artist,shall also provide correct scaled drawings of the Site, if available. 2.4. Conceptual Design Proposal Deliverables. a. Within (8) eight weeks of execution of this Agreement Artist shall provide services and all supplies, materials, and equipment necessary to provide certain deliverables, as set forth in this subsection to City for consideration. b. Conceptual Design Proposal Deliverables shall consist of the following: i. A written narrative description of the Artist's concept, proposed materials, fabrication and installation methods,timeline for completion and maintenance requirements; ii. Two-dimensional rendering(s) of the Artist's concept, supplied as both high and low resolution digital files; and no more than five examples of relevant projects by the Artist, presented within a PowerPoint presentation; iii. Installation diagram showing the concept's relationship to the Site, including approximate weight of the Work,proposed attachment method(s), and location(s)for lighting, if any; iv. A preliminary budget estimate, on the budget form attached hereto as Exhibit"B," for Final Design and Implementation of the Work in an amount exceed $177,500.00 which includes all costs for materials, labor, fabrication, delivery, installation, insurance, transportation, travel, Artist's fee, and all other associated costs for the Work. Budget estimate should also include material or fabrication samples and/or prototype models for the Work that show the size and placement of the Work in relation to the Site, as appropriate;and V. Material sample(s) that illustrate what the proposed Work would be made from, showing durability,texture, color, etc., as appropriate. No models or prototypes shall be presented to the Artist Selection Panel. C. Artist shall submit an electronic version of his/her initial concept sketches for the Conceptual Design Proposal for the purpose of a design progress report as described in 2.2.e. These sketches shall be Agreement Between the City of Fort Worth and Page 4 of 17 Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant Execution Copy 1/30/19 submitted to Contract Manager no later than 12:00 Noon(Central Time),.at least two (2) days in advance of the progress report date. d. Artist shall submit a final electronic version of the Conceptual Design Proposal Deliverables to Contract Manager no later than 12:00 Noon (Central Time), at least three (3) days in advance of the presentation date to the Artist Selection Panel. e. The initial concept sketches and the Conceptual Design Proposal Deliverables shall be sent in one of the following manners: i. Via email to aallen@artscouncilfw.org_(9 MB size limit per each email); ii. Via an FTP site, such as dropbox.com; or iii. Mailed or hand delivered on a USB to Fort Worth Public Art, Attention: Anne Allen, 1300 Gendy Street,Fort Worth, TX 76107. 2.5. Notification of Selection. The Contract Manager shall notify the Artist, by phone and in writing, of the final outcome of the artist selection process,i.e.,whether or not the Artist was selected to proceed to the next phase of the Project,within 15 days of the FWAC's approval of the Project artist. 2.6. Alternate Artist. Any artist not selected to proceed to the next phase of the Project may be designated as an alternate for a period of one year from the date the City sends final payment to Artist under this Agreement. The Artist shall not receive any additional compensation for such designation; however, such designation does affect ownership rights to the Artist's Conceptual Design Proposal, which is set forth in more detail in Article 5. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation. Total compensation to Artist under the Agreement shall not exceed FIVE HUNDRED DOLLARS AND NO CENTS ($500.00), which shall constitute full compensation for any and all costs associated with the Agreement, including, but not limited to, all travel expenses and services performed and materials furnished by Artist under this Agreement. Artist and City may amend this Agreement to allow for additional payment if additional services are required. 3.2. Payment Schedule. FIVE HUNDRED DOLLARS AND NO CENTS ($500.00) within thirty (30) calendar days after Artist submits all of the Conceptual Design Proposal Deliverables required under Article 2.4 of this Agreement and travels to Fort Worth for the Orientation and Site visit and makes a presentation of the Conceptual Design Proposal to the Artist Selection Panel. Agreement Between the City of Fort Worth and Page 5 of 17 Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant Execution Copy 1/30/19 3.3. Sales Taxes. City is a tax-exempt organization and no state or local sales taxes or federal excise taxes shall be due upon the Project. City shall supply Artist with the"Texas Certificate of Exemption,"in substantially the same form as that attached hereto as Exhibit"C"for use by Artist in the fulfillment of this Agreement. 3.4. 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 City and/or Contract Manager, 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 4 TERM AND TERMINATION 4.1. 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. 4.2. 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. 4.3. Termination for Cause. The City may terminate this Agreement for cause in the event Artist fails to perform in accordance with the requirements contained herein.In such event,City shall give Artist written notice of Artist's failure to perform, giving Artist seven(7)calendar days to come into compliance with the Agreement. If Artist fails to come into compliance with this Agreement,City shall notify Artist in writing,and this Agreement shall be terminated as of the date of such notification. In such event,Artist shall not be entitled to any additional compensation. 4.4. Termination for Convenience. 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. If termination occurs under this section,City shall not be obligated to pay Artist anything under this Agreement. ARTICLE 5 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 5.1. Non-Selected Artists. a. If Artist is not selected to proceed to the next phase of the Project as the Project artist, then, upon payment in full to the Artist, the Conceptual Design Proposal and all other work product under this Agreement Between the City of Fort Worth and Page 6 of 17 Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant Execution Copy 1/30/19 Agreement shall become the property of City for a period of one year from the date the City sends final payment to Artist under this Agreement. Artist shall retain copyright and other intellectual property rights in and to the Conceptual Design Proposal. b. In view of the intention that the Conceptual Design Proposal be unique, Artist shall not make any additional exact duplicate reproductions of the Conceptual Design Proposal,nor shall Artist grant permission to others to do so except with the express written permission of City. C. City is not responsible for any third-party infringement of Artist's copyright and not responsible for protecting the intellectual property rights of Artist. d. If,within the above-stated one-year period,the City decides to select the Artist to proceed to the next phase of the Project as the Project artist and Artist agrees to such selection,then the rights set forth in Article 5.2 for the selected artist shall supersede and govern any ownership and intellectual property rights associated with or related to this Agreement. 5.2. Selected Artist. a. If Artist is selected to proceed to the next phase of the Project as the Project artist,then the ownership and intellectual property rights set forth in this subsection shall apply. b. Upon payment in full to Artist,the Conceptual Design Proposal 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 Conceptual Design Proposal and/or Work.Artist grants to the City an exclusive,perpetual,irrevocable,and royalty free license to graphically depict or display the Conceptual Design Proposal and/or Work for any non- commercial purpose whatsoever. For purposes of this limitation, any graphic depiction or display of the Conceptual Design Proposal and/or 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. C. In view of the intention that the Conceptual Design Proposal and the Work be unique, Artist shall not make any additional exact duplicate reproductions of the Conceptual Design Proposal 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. d. Artist reserves every right available under the Federal Copyright Act to control the making and dissemination of copies or reproductions of the Conceptual Design Proposal and/or Work, except as those rights are limited by this Agreement. If Artist is selected to proceed as the Project artist, City may make and disseminate photographs, drawings, and other two-dimensional reproductions of the Agreement Between the City of Fort Worth and Page 7 of 17 Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant Execution Copy 1/30/19 Conceptual Design Proposal and/or 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." e. Nothing in this Agreement shall prevent the Artist from using images of the Conceptual Design Proposal and/or Work for marketing and promotional purposes in connection with the Artist's business. f. City is not responsible for any third-party infringement of Artist's copyright and not responsible for protecting the intellectual property rights of Artist. ARTICLE 6 WARRANTIES OF TITLE AND COPYRIGHT a. Artist represents and warrants that: L Conceptual Design Proposal and/or Work shall be the original product of the Artist's sole creative efforts. ii. Conceptual Design Proposal and/or Work is and will be unique and original, and does not infringe upon any copyright or the rights of any person; iii. Artist has not sold, assigned, transferred, licensed, granted, encumbered, or utilized the Conceptual Design Proposal and/or Work or any copyright related thereto that may affect or impair the rights granted pursuant to this Agreement; iv. Conceptual Design Proposal and/or 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 7 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 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. Agreement Between the City of Fort Worth and Page 8 of 17 Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant Execution Copy 1/30/19 ARTICLE 8 INDEMNIFICATION 8.1. 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, CONTRACTORS AND SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT. 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. 8.2. 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 Agreement Between the City of Fort Worth and Page 9 of 17 Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant Execution Copy 1/30/19 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 9 MISCELLANEOUS 9.1. 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. 9.2. 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. 9.3. 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 City. 9.4. 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. 9.5. 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. 9.6. Successors and Assam 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. Agreement Between the City of Fort Worth and Page 10 of 17 Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant Execution Copy 1/30/19 9.7. 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. 9.8. 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. 9.9. 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. 9.10. 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. 9.11. 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. 9.12. Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 9.13. 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 Agreement Between the City of Fort Worth and Page 11 of 17 Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant Execution Copy 1/30/19 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 200 Texas 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 above. 9.14. 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. 9.15. Survival Provision. The provisions contained in Articles 5 (Ownership and Intellectual Property Rights), 6 (Warranties of Title and Copyright), 7 (Artist as an Independent Contractor), 8 (Indemnification), and 9.13 (Right to Audit) shall survive the termination or expiration of this Agreement. 9.16. 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. 9.17. Time Extensions. The Parties may agree,in writing,to extend or modify any of the time deadlines set forth in this Agreement. 9.18. Israel. Artist acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement,Artist certifies that Artist's signature provides written verification to the City that Artist.(1)does not boycott Israel;and(2) will not boycott Israel during the term of the Agreement. ARTICLE 10 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: Agreement Between the City of Fort Worth and Page 12 of 17 Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant Execution Copy 1/30/19 1. CITY OF FORT WORTH: Jesus J.Chapa,Assistant City Manager City Manager's Office City of Fort Worth 200 Texas Street,Third Floor Fort Worth,Texas 76102 Copies to: Sarah Fullenwider,City Attorney Office of the City Attorney City of Fort Worth 200 Texas Street,Third Floor Fort Worth,Texas 76102 Martha Peters,Vice President,Public Art Arts Council of Fort Worth&Tarrant County 1300 Gendy Street Fort Worth,Texas 76107 2. ARTIST Greg Bahr 5429 Fursman Avenue Fort Worth,Texas 76114 IN WITNESS HEREOF,the Parties hereto have executed this Agreement as of the Effective Date. CITY OF FORT WORTH ARTIST Y esus J.Chapa Gr,g Bahr Assistant City Manager I Contract Compliance Manager By signing,I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all perform a d reporting requirements. /&Ou ame:Anne Allen Title:Public Art Project Manager APPROVE TO FORM AND LEG TY: Jessica Sangs g Senior Assis City Attorney Agreement Between the City of Fort Worth and Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly a e �( Execution Copy 1/30/19 CITY SECRETARY FT. WORTH, TX Form 1295:Not required FORi ... ATTESTED BY: rviky J.kaTser City Secretary �XP+S: Contract Authorization: M&C—No M&C Required FOFFICIAL RE-C 9."N SECRETARY F WORTH, TX Agreement Between the City of Fort Worth and 14 of 17 Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant Execution Copy 1/30/19 Exhibit A: Site Municipal Vehk|e Maintenance Fad|i at aa!!I Water Treatment Plant In Forest Pr Drive - . � .V tl — � . trw�Ott � •�� �� � � _�\ � ■ � . . I 4 •� � . �� . � � .i � > � ~ � � - k� Agreement BementeQ@o Fort Worth and Pg 15 of 9 Greg ekrf aProposal f Public wrtf the Municipal Vehicle ka tm#eFacility at H!¥Water Tretmmlwm! Execution Cp 100/19 Exhibit B: Budget Form PROJECT . . PROJECTPROJECT DEVELOPMENT FEES INSTALLATION Artist design fee Tra riq*rtatlon Droliessional fees Permits Engineer Site preparation/re Sion Aithitect Foots gsi fouandstlons Lighting Designer Electrical coroK-coons/modiReatiom Consenetor Labor Other Er one v rental Traffic nonvoi SUB TOTAL FEES Savity SUB-TOTAL INSTALLATION TRAVEL Tri" OVERHEAD Lodgirl Irwraoce(proraeed) Par diem(meas and it�) Sts asshan(howsx$per hour) SUB TOTAL TRAVEL SUBTOTAL OVERHEAD FABRICATION Artist admUdsnation Qxxn xj per hour) CONTINGENCY Materials Artier labor Chours x S per hour) GRAND TOTAL ARTIST Labor PROJECT COSTS Mortals(el*-ent•space,etc.) Storage SUB-TOTAL FABRICATION Agreement Between the City of Fort Worth and Page 16 of 17 Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant Execution Copy 1/30/19 Exhibit C: Sales Tax Exemption Texas Sales and Use Tax Exemption Certification This cenifica to does not require a number to be valid, Netaofrveruaer.lg vaqozj C of Fart Werth,Yexas 200 Texas Street 817-3928360 cr,stx*ZIPCX* Fort Worth,Texas 76102 1,the purchaser rained above,daim an exemption from payment ofsales and use taxes(forthe purchase of taxable items described Wow or on the attached order or invoice) from Seger, All Vendors Street address: -- c4y,Slate.ZIP Description Of items-0 be purchased of on the attached order or invoice All item, Purchaser acknowleclM that this Certftate cannot be used for the urchase lease or rental of a motor vehicle Purchaser claims this exemption for the fdbMrV reason: Municipal4,Govemmental Entity I understand that I will be haNe for ptryment of sit state and io-.W sales or vo taxes wtuch may become due far tailtet to OOMW wV the ptovisiona;of the Tax Cede anWor all applicable law, )understandthatitis a crirninaloffense togiveanexeiripton coniftate to the sellerfortax able item fflat[know,at ft t1ftV 01pumbase. wiffbe usodin a manner Wieritian ftWaxpressedm fts certillcate,anddependinigon"arnow7toffax evaded,Me offense may range from a C4ass C fflisdemeatior to a felony of the second degme. -1--I- sign Finanw Diredor/Cr-0 NOTE Thts cettftate cannot be issued for the purchase,lease,or rental 01 S rnotor vehicle. THIS CERTIRCATE DOES NOT REQUIRE A NLWSER TO BE VALID. Sales and Use Tax'Exemption Numbers'or-1ax Exempt'Numbers do not exist This certificate should be furnished to the supplier. Do=send tho completed certificate to the Comptroller of Public Accounts, Agreement Between the City of Fort Worth and Page 17 of 17 Greg Bahr for a Proposal for Public Art for the Municipal Vehicle Maintenance Facility at Holly Water Treatment Plant Execution Copy 1/30/19