HomeMy WebLinkAboutContract 33443 Ci`y SECRETARY
CONTRACT NO
AGREEMENT BETWEEN THE CITY OF FORT WORTH
AND SATO SERVICE, LLC
FOR CONCEPTUAL DESIGN PROPOSALS FOR THE
SOUTHWEST PARKWAY (SH 121) CORRIDOR
This Agreement, entered into this day of 1 , 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 Sato Service, LLC (the "Artist"), 619 Western Avenue Box 14, Seattle,
Washington 98104, acting by and through Norie Sato, its duly authorized
manager/partner. 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
("FWAC"), 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 ("Southwest
Parkway Master Plan"); and,
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WHEREAS, the FWAC has recommended that the Artist be retained to develop a
specific integral public art / design enhancement proposal for the location 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 an integral conceptual design proposal for the Site, 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
integral conceptual design proposal shall identify or otherwise "mark" seven
locations of water passages across the Southwest Parkway corridor, specified
in the Southwest Parkway Master Plan as Site #7 and the monument insets for
the bridges crossing the Trinity River("the Site"). The Work shall have the
effect of unifying the corridor with the Trinity River.
b. Artist shall make every effort to prepare a proposal that is feasible, both in
terms of engineering and budget as communicated by the Design Team.
c. Artist may use consultant support, 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: (1) a two-day workshop with the Design Team on
mutually agreed upon dates; and, (2) a one-day presentation to SH 121
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Citizens' Advisory Group and the Fort Worth Art Commission at 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 and provide
the following deliverables ("Deliverables") to City no later than May 1, 2006
for City approval and possible design development and implementation for the
Site:
i. Presentation board(s) of conceptual design renderings at
least 20" x 30", including one (1) or more illustrative
designs for both the water passages and the bridge
monument insets and one (1) plan drawing for the water
passages
ii. High resolution digital conceptual design renderings.
iii. Individual written narrative descriptions, including the
concept, dimensions, materials, proposed or potential
methods of construction and installation, and maintenance
requirements.
iv. Assist design team with cost estimates. 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 shall facilitate timely delivery to Artist
copies of all available relevant documents and design materials, including, but not
limited to, site surveys, boundary information, wetlands locations, sensitive eai
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. Deadline 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 EIGHTEEN THOUSAND ONE
HUNDRED DOLLARS AND NO CENTS ($18,100), 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. Fifteen percent (15%) within thirty (30) days of the execution of this
Agreement, recognizing that the Artist has already invested time and
expense in preliminary design team coordination with the City and its
consultants.
b. Twenty percent (20%) within thirty (30) days after the Artist participates
in the 2-day workshop as required in Section l.1.d of this Agreement.
c. Fifty percent (50%) within thirty (30) days after the Artist submits
Deliverables, as required in Section 1.2.a.i. — iv. of this Agreement.
d. Fifteen percent (15%) 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.t.d. of this Agreement and
provides a copy of the presentation PowerPoint, as required in Section
1.2.a.v. of this Agreement.
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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 Exnenses.
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 Work to alter, change,
modify, destroy, remove, move, replace, operate, maintain, transport, sell or transfer, in
whole or in part, the Work 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
IMOD
ARTICLE 4
WARRANTY
The Work shall be the original product of the Artist's own creative efforts. Artist
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
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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, 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
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, or national origin.
C. The Artist shall furnish all information and reports requested by the City,
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 the Artist is in 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.
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.
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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.
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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.
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8.13. Artist's Address.
Artist shall notify the Contract Manager of changes in Artist's 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. In the event that the City elects not to pursue the Work
at any time after the Work is completed under this contract, all rights to its production
and/or construction reverts to the Artist and the City relinquishes any claim to develop
further or to construct the Work. This does not prevent the City from seeking conceptual
design proposals from other artists for the sites listed herein or for other sites included in
the Southwest Parkway Master Plan.
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 one (1) year thereafter in order to determine
compliance with this Agreement. Throughout the Term of this Agreement and for one
(1) year 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 8.16 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:
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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 Norie Sato
Sato Service LLC
619 Western Avenue Box 14
Seattle, WA 98104
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS HEREOF, the parties hereto have executed this Agreement on this
day and year first written above.
CIT OF FORT WORTH
Libby Wat on
Assistant City Manager
SATO SERVICE, LLC
y: Noi to
Title: Manager/Partner
APPROVED AS TO FORM: �ATTESTED BY:
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Leann Guzman Marty Hendrix
Assistant City Attorney City Secretary
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Contract Authorization
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Date
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Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 1/10/2006
DATE: Tuesday, January 10, 2006
LOG NAME: 03SATOCONCEPT REFERENCE NO.: **C-21231
SUBJECT:
Authorize Execution of a Conceptual Design Contract with Norie Sato to Develop Specific, Integral
Public Art/Design Enhancement Proposals for the Seven Locations of !!Vater Passages Across the
SH-121 Corridor, as well as the Bridge Monument Enhancements 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 Norie Sato to develop specific, integral public art/design enhancement proposals for the
seven locations of water passages across the SH-121 corridor, as well as bridge monument enhancements
identified in the Southwest Parkway (SH-121) Corridor Master Plan, in an amount not to exceed $18,100
from 2004 Capital Improvement Program (CIP) Public Art Funds.
DISCUSSION:
On October 25, 2005, 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, Norie Sato will work closely with design teams to develop specific
public art/design enhancement proposals for the following:
Water Passages (Map Site#7): Visually Identify or"mark" the seven locations of water passages
across the SH-121 corridor, further unifying the corridor with the Trinity River, as well as conceptual
design of the monument insets for the bridges crossing the Trinity River
On January 3, 2006, the Fort Worth Art Commission (FWAC) recommended that Norie Sato be engaged to
develop conceptual design proposals for the site listed above, as Lorna Jordan Studio has declined the
opportunity to address this site.
Once work is complete under this contract, the City, along with its project partners, NTTA, TxDOT, Tarrant
Regional Water District and Streams & Valleys, shall determine the feasibility of moving forward into design
development. The Citizens' Advisory Group (CAG) and FWAC will 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 Plan that 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, 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
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 4/25/2006
Page 2 of 2
expended. On December 13, 2004, the FWAC 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 that 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
initially 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. For the current,
conceptual design project phase, Ms. Jordan declined to develop public art/design enhancement proposals
for the seven "Water Passages" locations; therefore, Ms. Sato was asked and agreed to do the conceptual
design for those locations.
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 539120 303980000531 $18,100.00
Submitted for City Manager's Office b . Marc Ott (6122)
Libby Watson (6183)
Originating Department Head: Bridgette Garrett (8518)
Additional Information Contact: Sandy Oliver (7371)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 4/25/2006