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HomeMy WebLinkAboutContract 42945crtr aeaVAR'! co►rrRnc'T AGREEMENT FOR PUBLIC ART COMMUNITY WORKSHOP AND VISIONING RECOMMENDATIONS FOR THE NORTH BEACH STREET CORRIDOR BETWEEN THE CITY OF FORT WORTH AND VIA PARTNERSHIP, L.L.P. This Agreement is entered into this 0&1 -1M day of - rL.J_o_ , 2012, by and between the City of Fort Worth, a home -rule municipal corporation of the State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and Via Partnership, L.L.P., a Missouri limited liability partnership, located at P.O. Box 23167, St. Louis, Missouri 63156, and acting by and through Meridith McKinley, its duly authorized Partner. 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, City is designing and constructing street improvements in the North Beach Street Corridor, which includes N. Beach Street from Golden Triangle to Keller Hicks; Keller -Hicks to Timberland; Vista Meadows to Shriver Road; and Keller -Hicks Road from Alta Vista Road to Park Vista Boulevard; WHEREAS, City has set aside funds to design and commission public art/design enhancements in conjunction with street improvements projects from the 2008 Capital Improvements Program (CIP) and the 2007 Critical Capital Needs Program; - Tfe: S '- r. r V Ct,' A�-reement for Community Workshop and Page 1 44 ?3 Recommendations for The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. WHEREAS, the Fort Worth Art Commission ( "FWAC ") recommended a planning approach that considers the whole of the North Beach Street Corridor, as well as its various parts, relating these projects to one another while demonstrating the unique qualities of the communities in which they reside; WHEREAS, the Consultant was competitively selected through an invitational Request for Qualification's process conducted by the Contract Manager with oversight and approval by the Fort Worth Art Commission on May 9, 2011; WHEREAS, FWAC recommended Consultant to conduct a community workshop that will explore the identity of the community along with public art and design enhancement opportunities along the North Beach Corridor that reflect the environment, community, or other themes appropriate to the site, which was included in the Fort Worth Public Art's recommended fiscal year 2012 Annual Work Plan, adopted by City Council December 6, 2011, M &C C- 25337; and WHEREAS, City and Consultant wish to set out the terms and conditions for Consultant's participation in the Project, including consultation with City's Project Consultants. NOW, THEREFORE, City and Consultant 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: I.I. Agreement — Means and includes this agreement between the City of Fort Worth and Via Partnership, L.L.P., for Public Art visioning workshop and report of recommendations for the Site. 1.2. Consultant — Means and includes Via Partnership, L.L.P., and /or its partners, members, managing members. officers. managers. proprietors. directors. employees. representatives. agents. Agreement for Community Workshop and Page 2 of 23 Recommendations for The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. subsidiary organizations, parent organizations, successor entities, assigns, predecessors, stockholders, administrators, subartists, contractors, and related companies. 1.3. Contract Manager — Means and includes the Arts Council of Fort Worth and Tarrant County, Inc., and /or its officers, directors, employees, agents, subsidiary organizations, parent organizations, successor corporations, assigns, predecessors, stockholders, administrators, and related companies. 1.4. City — Means and includes the City of Fort Worth and includes City's officers, representatives, agents, servants, and employees. 1.5. 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. 1.6. Parties — Means and includes City and Consultant. 1.7. Project — Means and includes the capital improvement /public art development undertaking of City for which Consultant's services are to be provided pursuant to this Agreement. 1.8. Project Consultant — Means and includes the design firm/professional(s) hired by City to design the Site. 1.9. Recommendations — Means and includes the vision and/or identity for the corridors that may relate to the natural and built context, history of the area and /or future development plans and Consultant's preliminary plan for the Site that identifies locations and types of public art that artists may implement over time. 1.10. Recommendations Deliverables - Means and includes those items set forth in Article 2.2 of this Agreement that are required for City's review and approval. 1.1 1. Site — Means the North Beach Street Corridor, which includes N. Beach Street from Golden "Triangle to Keller Hicks: Keller - flicks to Timberland: Vista Meadows to Shriver Road: and Agreement for Community Workshop and Page 3 of 23 Recommendations for The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. Keller -Hicks Road from Alta Vista Road to Park Vista Boulevard, which are more particularly described on Exhibit "A," attached hereto and incorporated herein by reference for all purposes. ARTICLE 2 NORTH BEACH STREET CORRIDOR PUBLIC ART COMMUNITY WORKSHOP AND RECOMMENDATIONS SCOPE OF SERVICES AND DELIVERABLES 2.1. Scope of Services. a. Consultant shall provide services as described below: i. Consultant shall conduct research and gather community input, historical information, and documents for each of the neighborhoods along the Site. ii. Consultant shall conduct a minimum of one community visioning workshop that shall involve local artists, community stakeholders, teachers from schools near the Site, and City officials and staff, as appropriate, to brainstorm ways that public art can enhance citizen's experience of the North Beach Street Corridor, through the introduction of visual elements that may reflect each neighborhood's unique characteristics. iii. Consultant shall create a public art Recommendations document for the Site based on ideas and recommendations gathered during research and developed during community group meetings and the community visioning workshop(s). iv. Consultant may use additional consultant and /or subcontractor support, as determined by Consultant, at no additional expense to the City. V. Consultant shall present the final Recommendations to community stakeholders, City officials, and the FWAC on a mutually agreed upon date and time. vi. Consultant shall make four (4) trips to Fort Worth, Texas to conduct research, meet with stakeholders, artists, and community members, conduct a workshop and present Agreement for Community Workshop and Page 4 of 23 Recommendations for fhe North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. the final Recommendations to community stakeholders, City officials, and the FWAC on mutually agreed upon dates. Additional trips, if required per the scope of services, may be negotiated and agreed upon in writing by City and Consultant. 2.2. Recommendations Deliverables Within six (6) months after the Effective Date of this Agreement, Consultant shall perform services and provide all supplies, materials, and equipment necessary to provide certain deliverables, as set forth in this Article 2.2 to City for approval. Recommendations Deliverables shall consist of the following: a. Develop a bubble diagram, shown as an overlay on an aerial map of the Site, indicating recommended locations for various types of public art/design enhancements. b. Recommendations narrative describing the following: (1) North Beach Street Corridor context; (2) Recommended thematic approaches for public art/design enhancements; (3) Recommended types of public art/design enhancement elements, including locations; (5) Prioritization of elements; and (6) Listing of individuals and organizations who participated in the visioning process by giving input, attending meetings, or any other participation. C. Electronic copy of Consultant's PowerPoint presentation, if any. d. Four bound copies and the pdf file of the final Recommendations brochure /document /drawings /diagrams. e. All original drawings produced during the workshop shall be returned to the Contract Manager for the Fort Worth Public Art archives. 2.3. Recommendations Review Agreement for Community Workshop and Page S of 23 Recommendations for The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. Consultant shall present the draft Recommendations to community stakeholders and City officials. Consultant shall present the final Recommendations to the FWAC on a mutually agreed upon date and time. 2.4. City Assistance. Upon request by Consultant, City shall promptly furnish all information and materials required by Consultant to the extent that such materials are available. City, upon request by Consultant, shall also provide correct scaled drawings of the Site, if available. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation Total compensation to Consultant under the Agreement shall not exceed TWENTY THOUSAND, THREE HUNDRED FIFTY DOLLARS AND NO CENTS ($20,350.00), which shall constitute full compensation for any and all costs associated with this Agreement, including, but not limited to, travel expenses, services performed and materials furnished by Consultant under this Agreement. Consultant and City may amend this Agreement to allow for additional payment if additional services are agreed upon in writing in advance of such services 3.2. Payment Schedule City agrees to pay Consultant in the following installments set forth below, 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. Agreement for Community Workshop and Page 6 of 23 Recommendations for Fhe North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. b. FIVE THOUSAND DOLLARS AND NO CENTS ($5,000.00) within thirty (30) days after Consultant presents the draft Recommendations to community stakeholders and City officials as required under Article 2.3 of this Agreement. C. FIVE THOUSAND DOLLARS AND NO CENTS ($5,000.00) within thirty (30) days after Consultant submits the Recommendations Deliverables as required under Article 2.2 of this Agreement. d. FIVE THOUSAND, THREE HUNDRED FIFTY DOLLARS AND NO CENTS ($5,350.00) within thirty (30) days after Consultant makes a presentation(s) of the Recommendations to the FWAC. 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 Consultant with the "Texas Certificate of Exemption" in substantially the same form as that attached hereto as Exhibit "B" for use by Consultant in the fulfillment of this Agreement. 3.4. Consultant's Expenses. Consultant 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, cost of all travel, and costs for Consultant's agents, consultants, and /or employees necessary for the proper performance of the services required under this Agreement. Consultant shall not perform any additional services for City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless City first approves such expenses in writing. Agreement for Community Workshop and Paoe 7 of 23 Recommendations for The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. 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 Consultant 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 Consultant 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 If either party to this Agreement shall fail to fulfill their duties and /or 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 4.3 in accordance with the dispute resolution process set forth in Article 5 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 of any liability for damages resulting from a breach or a violation of the terms of this Agreement. 4.4. Termination for Convenience Agreement for Community Workshop and Page 8 of 23 Recommendations for The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. a. The services to be performed under this Agreement may be terminated by either party, subject to written notice submitted thirty (30) days before termination, specifying the grounds for termination. b. If the termination is for the convenience of City, Consultant shall have the right to fees for work performed, in which event 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 Consultant under this Agreement prior to the date of termination. C. If termination is for the convenience of Consultant, Consultant shall remit to City a sum equal to all payments (if any) made to the Consultant pursuant to this Agreement prior to termination. 4.5. Incapacity of Consultant In the event that Consultant 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 Consultant or Consulant'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. AT?TTC T F S DISPUTE RESOLUTION If either Consultant 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 specitic reasons for such dispute. Within A-reement for Community Workshop and Pare 9 of ?3 Recommendations tor The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. 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. 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 Consultant 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 4.3) ARTICLE 6 OWNERSHIP Agreement for Community Workshop and Page 10 of 23 Recommendations for The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. Upon payment in full to Consultant, the Recommendations, and all other work product created pursuant to this Agreement shall become property of City without restriction on future use. City shall take title to all documents and /or drawings that constitute or are components of the Recommendations upon final approval of the Recommendations. ARTICLE 7 INDEPENDENT CONTRACTOR Consultant shall perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant or employee of City. Consultant 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 Consultant, his /her officers, agents, employees and subcontractors, and doctrine of respondent superior has no application as between City and Consultant. ARTICLE 8 INDEMNIFICATION 8.1. General Indemnity a. CONSULTANT COVENANTS AND AGREES TO 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 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 A- reement for Community Workshop and Page I I of23 Recommendations for fhe North (leach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. 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 RECOEVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM CONSULTANT'S NEGLIGENT ACT, ERROR, OR OMMISSION AND /OR CONSULTANT'S 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. Consultant 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 Consultant in connection with or incidental to performance under this Agreement. C. Consultant 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 Consultant 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 Contractor. 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 Consultant without the appropriate licenses or permission being secured by Consultant in advance. IT IS FURTHER AGREED A-reement for Com [Mill ih Workshop and Pa-c 12 cif 23 Recommendations for Fhe North Beach Street Corridor Between the City Of Fort Worth and Via partnership, L.L.P. THAT CONSULTANT 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 Consultant. 8.3. Survival All indemnification provisions of this Agreement shall survive the termination or expiration of this Agreement. ARTICLE 9 PROFESSIONAL STANDARDS AND WARRANTIES 9.1. Consultant represents and warrants that it and its subcontractors, if any, shall faithfully perform under this Agreement in accordance with the standards of care, skill, training, diligence, and judgement provided by highly competent professional who perform services of a similar nature. Consultant represents and warrants that the execution of the services herein will be performed in a workman -like manner, and any work performed as part of the services will be free from defect in materials and workmanship. 9.2. Consultant acknowledges and agrees that any and all information (in whatever form) relating to the business of the City and acquired by Consultant under or in connection with this Agreement, or otherwise, is and shall remain, to the extent permitted by law, confidential intormation of City. Consultant agrees to maintain in confidence and to refrain. directIN or Agreement for Community Workshop and Page 13 of?3 Recommendations for Fhe North Beach Street Coiridor Between the City Ot Fort Worth and Via Partnership, L.L.P. indirectly, from copying, using, transferring, disclosing, or exploiting in any manner any such confidential information during the term of this Agreement and following termination thereof, for any reason. 9.3. Consultant further agrees that it shall treat all information provided to it by Contract Manager or City as confidential and shall not disclose any such information to any third party without prior written approval of City. ARTICLE 10 EQUAL OPPORTUNITY a. Consultant shall not discriminate against any employee or applicant for employment because of age, disability, race, color, religion, sex, sexual orientation, national origin, familial status, transgender, gender identity, or gender expression. Consultant shall take affirmative action to ensure that employees are treated equally during employment, without regard to their age, disability, race, color, religion, sex, sexual orientation, national origin, familial status, transgender, gender identity, or gender expression. 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, but not limited to, apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applications for employment, notices to be provided by City setting forth the provision of this nondiscrimination clause. b. Consultant shall, in all solicitation or advertisements for employment placed on or on behalf of Consultant, state that all qualified applicants shall receive consideration for employment without regard to race, color, religion, sex, sexual orientation, national origin, familial status, transgender, gender identity, or gender expression. Agreement for Community Workshop and Pa-e 14 of 23 Recommendations for Fhe North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. C. Consultant 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 Consultant noncompliance with the nondiscrimination clauses of this Agreement, this Agreement may be canceled, terminated, or suspended in whole or in part, and Consultant may be debarred from further agreements with the City of Fort Worth. ARTICLE 11 MISCELLANEO 11.1. Compliance The Consultant shall comply with all Federal, state and local statutes, ordinances and regulations applicable to the performance of Consultant's services under this Agreement. 11.2. 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. 11.3. 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. 11.4. 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 detective performance. A- reement for CommunitN Workshop and Page I � of 23 Recommendations tier Fhe North Beach Street Corridor Between the City Of Fort Worth and Via Partnership. 11.5. 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. 11.6. 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 Consultant and their respective successors and permitted assigns. 11.7. No Third -Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City and the Consultant, and any lawful successor or assign, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 11.8 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. 11.9. 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 Aoreement for Community Workshop and Page 16 of 23 Recommendations for The North Reach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. 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. 11.10. 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. 11.11. 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 Consultant 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. 11.12. Captions Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 1 1.13 Right to Audit Agreement for Com Ill Lill it} Workshop and Page 17 of 23 Recommendations for The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. Consultant agrees that City will have the right to audit the financial and business records of Consultant that relate to the Recommendations (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 Consultant 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. Notwithstanding anything to the contrary herein, this Article 11.13 shall survive expiration or earlier termination of this Agreement. 11.14 Certified MWBE If applicable, Consultant shall make its best effort to become a certified Minority /Women Business Enterprise (M /WBE) firm with a certifying agency whose certification is accepted by the City under the City's M /WBE ordinance. 11.15 Survival Provision The provisions contained in Article 6 (Ownership), 7 (Consultant as an Independent Contractor), and 8 (Indemnification), and Article 9 (Professional Standards and Warranties) shall survive the termination or expiration of this Agreement. 11.16 Public Information Act Consultant understands and acknowledges that City is a public entity under the laws of the State of Texas and, as such, all documents held by City are subject to disclosure under Chapter 552 of the Texas Government Code. Consultant shall clearly indicate to City what information it deems proprietary. If City is required to disclose any documents that may reveal any of Consultant's Proprietary Information to third parties under the Texas Government Code. or by any other legal Agreement for Community Workshop and Page 18 of 23 Recornmendat ions for The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. process, law, rule, or judicial order by a court of competent jurisdiction, City will notify Consultant prior to disclosure of such documents, and give Consultant the opportunity to submit reasons for objections to disclosure. City agrees to restrict access to Consultant's information to those persons within its organization who have a need to know for purposes of management of this Agreement. City agrees to inform its employees of the obligations under this paragraph and to enforce rules and procedures that will prevent any unauthorized disclosure or transfer of information. City will use its best efforts to secure and protect Consultant's information in the same manner and to the same degree it protects its own proprietary information; however, City does not guarantee that any information deemed proprietary by Consultant will be protected from public disclosure if release is required by law. The foregoing obligation regarding confidentiality shall remain in effect for a period of three (3) years after the expiration of this Agreement. 11.17 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. 11.18. Time Extensions The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this Agreement. ARTICLE 12 A- reement for C'onununit, Workshop and Pale 19 of ?3 Recommendations for I he North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. 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, Third Floor Fort Worth, Texas 76102 Copies to: Sarah Fullenwider, City Attorney Office of the City Attorney 1000 Throckmorton Street, Third Floor Fort Worth, Texas 76102 Martha Peters, VP- Public Art Arts Council of Fort Worth & Tarrant County 1300 Gendy Street Fort Worth, Texas 76107 Meridith McKinley, Partner Via Partnership, L.L.P. P.O. Box 23167 St. Louis, MO 63156 [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Agreement for Community Workshop and Page 20 of 23 Recommendations for Fhe North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. TN WITNESS HEREOF, the Parties hereto have executed this Agreement on the Effective Date. CITY OF FORT WORTH by; Fernando Costa. Assistant City Manager ENO 11 X X no Tyler F. Wallach Assistant City Attorney ATTESTED BY: Mary 1. Kayser City Secretary Contract Authorintion: No M &C Required L' 1►:�1�ttll t:13 m#IIIAININJ 4bridith McKinley Partner OFFICIAL RECORD CITY , ECT:ET,1kRY FT. 14ORTH, r1 X Agreement for Community Workshop and Page 21 of 23 Recommendations for The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. IN WITNESS HEREOF, the Parties hereto have executed this Agreement on the Effective Date. CITY OF FORT WORTH by: Fernando Costa Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Tyler F allach Assistant City Attorney ATTESTED BY: _ — A-n. - VIA PARTNERSHIP, L.L.P. by: Meridith McKinley Partner Contract Authorization: No M &C Required s DFF j i C, iAL r' !"x ,s Agreement for Community Workshop and Page ? 1 of ?3 Recommendations for The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. North Beach Street Corridor Exhibit A: The Site 1 Agreement for Community Workshop and Page ?? of ?3 Recommendations for The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. vanv ., dpaaw s sASati'+el 8 '�• eu+ Fe e s a Ysv tlF 41 f I $ v. 1 Agreement for Community Workshop and Page ?? of ?3 Recommendations for The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. vanv ., dpaaw s sASati'+el '�• eu+ Fe e s a Ysv tlF 41 f I $ v. ��•4. °z' : as e,�.a.., ., 1 Agreement for Community Workshop and Page ?? of ?3 Recommendations for The North Beach Street Corridor Between the City Of Fort Worth and Via Partnership, L.L.P. Exhibit B Sales Tax Exemption TE &A�S- CERTIFICATE OF EXEMPTION I claim an exemption ironj payment of sales and use taxes Rn, the pujvhw4e of taxable items, described 1-10A Ot oil thc attacht-J ender or invoice, DV-IiPtion of 11vrn% (or an attached Order or Invoice) Tt) Be PkjjVh",e& I claim this ex-enipfionfor the killowing reason: N4nje Of Exempt Organization: CITY OF FORT WORTH, TEXAS TEXAS SALES AND USE TAX PERMIT NUMBER 1-75-6000528-6 Protect fiv which materials and supplies are purchased: I understand that I will be liable fi)r payment Of SaJ409 TdX. Whjcjj 11jay bCCjjj-uq Clue tijf failure, tK) onmply with the provi-sions of (he state, city, and/or Metropolitan IrAnSit authority- salcs and use tax laws and comptroller rule,. regarding exempt pt=hascs- Liability for the tax will be determined hy the price paid fco the taxable items purchased or the fair market rental value for the period of tune usc I understand that it is a misdenicanor to give an exemption certificate to the sellcr fin taxable items which i know at the time of the purrhase, will be used in a Manner otheT thimi that expensed in thin certificate and, upt?n "mviefivn. may 6c. fined up to S5W M offense. Purchawc CITY OF FORT WORTH, TEXAS Street Addrms' 1000 THROCKMORTON STREET City. slate, Zip Code: FORT WORTH, TEXAS 76107 Sit, 'n Here D41c- June 11, 20C19 Phone: 81 '517 Sales and LISC Ull "CX clu In 10M ALAMbers'- or -'tax eWulpl­ numbers do not eXill, This cerifkate stwtiki. be turnj.,j-1Cd 41 the, SU11plio Do nol scud the,:oinplewd jo the ( OffirtTkIllcrof Nhli: Axinims A-rcernent for Community Workshop and Z� pa-e 23 of Z3 Recommendations for The North [leach Street Corridor Between the City Of Fort Worth and Via partnership, L.L.P.