HomeMy WebLinkAboutContract 49936 CITY SECRETARY
CONTRACT N0. C
\AGREEMENT FOR A LONG TERM LOAN OF PUBLIC ARTWORK
BETWEEN THE CITY OF FORT WORTH
AND THE DALLAS CONTEMPORARY
�a This y ment is entered into this day of 6 , 2017, by and between the City of
�Y
1 ome-rule municipal corporation of the State of Texas, acting by and through Fernando Costa,
its duly authorized Assistant City Manager, and the Dallas Contemporary, a Texas non-profit charity, located
at 161 Glass Street, Dallas, Texas 75207 ("Lender") and acting by and through Peter Doroshenko, its duly
authorized Executive Director. City has designated the Arts Council of Fort Worth and Tarrant County, Inc.,
("Contract Manager") 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,the Fort Worth Public Art Master Plan adopted by City Council in 2003 provides certain
procedures and guidelines for gifts and loans of artwork;
WHEREAS, Lender is producing a temporary exhibition of paintings and sculptures by Enoc Perez
titled Liberty and Restraint celebrating the architecture of Philip Johnson to be sited at various locations in
Dallas and Fort Worth and wishes to exhibit sculptures at the Fort Worth Water Gardens as part of the
exhibition;
WHEREAS, on August 20, 2017, the Fort Worth Art Commission endorsed the recommendation of
its appointed Gifts and Loans Review Panel to approve the Lender's proposal to temporarily site a series of
painted marine grade plywood sculptures that are responsive to Johnson's architecture at the Fort Worth Water
Gardens from January 3,2018,through June 1,2018;
WHEREAS,the Lender has agreed to pay for all related costs associated with the design, fabrication,
transit, installation and deinstallation,promotion,and repairs to the artwork and site remediation as necessary
and to provide, at their own cost, interpretation at the site, and auxiliary marketing and programing for the
exhibit;and
WHEREAS,City and Lender wish to set out the terms and conditions under which said Work shall be
fabricated,delivered, and installed at the Site.
NOW, THEREFORE, City and Lender for and in consideration of the covenants and agreements
hereinafter set forth,the sufficiency of which is hereby acknowledged,agree as folio .
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Agreement for Long Term Loan of Public Artwork with DALLAS CONTEMPORARY 1 of 19
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 the
Dallas Contemporary for Long Term Loan of Artwork for the Site.
1.2. Artist—Means and includes Enoc Perez,an individual.
1.3. Artwork Design—Means the final, City-approved design including installation method and
stamped drawings of the Work for the Site.The design proposal and description are attached hereto as Exhibit
"A"and incorporated herein for all purposes.
1.4. Contract Manager—Means and includes the Arts Council of Fort Worth and Tarrant County,
Inc.,and/or its officers,directors, or employees.
1.5. City—Means and includes the City of Fort Worth,Texas.
1.6. 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.
1.7. Lender — Means and includes the Dallas Contemporary, its agents, employees, directors,
members,partners,and representatives
1.8. Parties—Means and includes City and the Dallas Contemporary.
1.9. Project—Means and includes the artwork to be exhibited at the Fort Worth Water Gardens as
part of the exhibition titled Liberty and Restraint.
1.10. Schedule-Means and includes a written plan of procedure for completion of final design and
fabrication, delivery, and installation and deinstallation of the Work, including, but not limited to, the
submission of progress reports.
1.11. Site—Means and includes specific locations at the Fort Worth Water Gardens which is more
particularly described in Exhibit`B,"attached hereto and incorporated herein by reference for all purposes.
1.12. Work—Means and includes the finished object(s)of art that are the subject of this Agreement.
ARTICLE 2
RESPONSIBILITIES OF LENDER
2.1. Scone of Responsibilities.
a. Lender shall loan and display works by Enoc Perez as a temporary public art installation at the Site
from January 3,2018,through June 1,2018,and provide documentation from the Artist that confirms
that the Artist also agrees to the terms of this Agreement.
b. Lender shall perform all services and shall furnish all supplies,materials,and equipment as necessary
for design,fabrication,delivery,and installation/deinstallation of the Work at the Site. Services shall
be performed in a professional manner and in strict compliance with all terms and conditions in this
Agreement.
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C. Lender shall submit the Artwork Design including the scope,design,color, size,material,and texture
of the Work, for review and approval by City and City shall have the right to approve the final design
of the Work prior to its fabrication.
d. Comprehensive working drawings, detailing the means of installing the Work on the Site, together
with other such graphic material to permit City to carry out structural design review shall be submitted
to City. Professional Liability Insurance is required in all circumstances for on-site artwork requiring
engineering and/or architectural services. City will conduct a review of structural design and other
related graphic material prior to installation of the Work.Upon City's request,drawings must be signed
and stamped by an engineer and/or architect licensed to work in the State of Texas.Lender will provide
the Contract Manager a certificate of insurance for each licensed professional and provide City with a
30-day notice of cancellation of any policy required hereunder.
e. Lender shall assure that the fabrication of the Work is in accordance with the Artwork Design. City
shall have the right to review and/or request visual documentation of the Work during fabrication.
Lender shall, upon written request by the City and/or Contract Manager, provide a written progress
report detailing the progress made toward completion of the Work and the remainder of work to be
done to complete the Work. Lender shall comply with any request made by the City and/or Contract
Manager pursuant to this Article 2.1 within fourteen (14) calendar days after receipt of the written
request.
f. Lender shall present to the Contract Manager,in writing,for further review and approval,any changes
in the scope, design, color, size, material, or texture of the Work. The Contract Manager, in its
discretion, shall determine whether the changes are significant and whether the changes conform to
the Artwork Design. If the Contract Manager, in its sole discretion, determines that the changes are
significant and do not conform with the Artwork Design,then the Contract Manager shall, in light of
the Artwork Design, determine whether a significant change requires City approval. If the Contract
Manager determines that the significant change requires City approval, then the change(s) may be
presented to the Fort Worth Art Commission ("FWAC") for review and approval at a regularly
scheduled or special meeting of the FWAC. If any disputes arise thereafter, the Parties shall first
attempt to resolve those disputes in accordance with the dispute resolution process set forth in Article
11 of this Agreement.
g. The location(s) at the Site where the Work shall be installed shall be mutually agreed upon by City
and Lender.
h. Lender, upon request of Contract Manager, shall provide information and/or attend meetings with
appropriate City staff for purposes of risk assessment, safety review, sighting of the Work, and
permitting.
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i. Lender shall meet and coordinate with City, Contract Manager, and others, as necessary, to ensure
proper integration of the Work into the Site.
j. Lender shall provide City a schedule prior to installation of work. Lender will install the work on
dates and times mutually agreed upon by Lender and City.
k. Lender grants City permission to use images of the Work for municipal purposes only and City agrees
to credit the Lender and the Artist.
2.2. City Assistance.
a. Upon request by Lender,City shall promptly furnish all information and materials required by Lender
to the extent that such materials are available. City,upon request by Lender,shall also provide correct
scaled drawings of the Site, if available.
b. City shall provide access to Lender to the Site for the duration of the exhibition for purposes of the
exhibition.
2.3. Delivery,Installation,and Deinstallation.
a. Lender shall notify City, through its Contract Manager, in writing when fabrication of the Work is
completed and is ready for its delivery and installation at the Site.
b. Lender shall be responsible for obtaining and paying for all necessary insurances, permits, and any
required traffic barriers appropriate to install/deinstall the Work.
C. Lender is responsible for installing/deinstalling all elements of the Work.Lender shall coordinate the
installation/deinstallation of the Work with City and Contract Manager. Delivery and
installation/deinstallation activities may not commence until written permission is delivered to Lender
by the City.
d. Lender shall be responsible for all costs associated with the materials, fabrication, and
installation/deinstallation of the Work,including,but not limited to,equipment rentals,transportation,
and labor.
e. Should Artist complete the Work in advance of the installation date or should the installation date be
postponed, Lender shall store the Work at no expense to City until such a time as the Work is ready
for installation and the Contract Manager notifies Lender that installation may commence.
f. Lender, individually and through its subcontractors, including its installer and deinstaller,at all times
shall take all necessary precautions to protect and preserve the integrity and finish of the Site while
delivering and installing the Work and deinstalling and removing the Work. If City determines, in its
sole discretion,that Lender or Lender's subcontractors have damaged the Site,then City shall inform
Lender, in writing, of the damage. Lender, at his/her own expense, shall have thirty (30) days from
receipt of City's written notice to repair the damage to the Site to the satisfaction of City. If Lender
fails to repair the damages to the satisfaction of City within thirty(30)days after receipt of the notice,
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or within the deadline otherwise agreed to by the parties, then City shall have the right to pursue all
rights and remedies available to City at law or in equity.
g. Lender agrees,at his/her own expense,to restore the Site to the same condition as the Site existed prior
to installation of the Work, including replacing any landscape, grass, or concrete that may have been
removed.
2.4. Pro amming.
a. Lender shall coordinate any and all auxiliary programming scheduled at the Site with City,providing
a timeline and narrative of all details, no later than sixty(60) days in advance of the program. City
has a right to deny programming at its sole discretion and/or if Site has previously been reserved for
events through the City.
b. City shall use its best efforts to arrange for publicity for the Work in such art publications and
otherwise as may be determined between City and Lender as soon as practicable following installation.
2.5. Risk of Loss
a. The risk of loss or damage to the Work shall be borne entirely by Lender and Lender shall take such
measures as are necessary to protect the Work from loss or damage including, but not limited to,the
purchase of property loss insurance.
b. In the case of loss or damage, City shall promptly notify Lender in writing. Lender will repair or
remove the Work within five(5)days of notification of loss or damage.
C. City shall remove the Work only if the Work is so damaged as to be considered a risk to public safety.
ARTICLE 3
CONSIDERATION AND EXPENSES
3.1. Consideration.
City and Lender agree that the consideration for entering into this Agreement is the City agreeing to
allow the Work to be located at the Site on City property and the Lender agreeing to pay all expenses
related to the Work being located at the Site. City and Lender that the consideration as outlined in this
section is adequate consideration for the obligations contained in this Agreement.
3.2. Lender's Expenses.
Lender shall be solely responsible for the payments of all expenses incurred during the performance
of this Agreement,including,but not limited to,design,fabrication,transit,services,materials,storage,
installation,deinstallation,permitting,mailing/shipping charges and insurance on submissions to City
and/or Contract Manager, cost of all travel, and costs for Lender's agents, consultants, and/or
employees necessary for the proper performance of the services defined in this Agreement.
Furthermore, Lender shall be fully responsible for paying any and all amounts for maintenance and
repairs as necessary.
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3.3. CitExpenses.
City shall not be held liable for any expenses related to the Project.
ARTICLE 4
TERM AND TIME OF PERFORMANCE
This Agreement shall be in effect from the Effective Date,and,unless terminated earlier pursuant to such provisions
in this Agreement, shall extend until June 2, 2018, or until such time as the Site has been returned to its original
condition by Lender to the City's satisfaction,whichever is later.
ARTICLE 5
WARRANTIES
5.1. Warranties of Title and Cop_ i ht.
a. Lender represents and warrants that:
i. Artwork Design and Work shall be the original product of Artist's sole creative efforts.
ii. Artwork Design and Work are and will be unique and original, and do not infringe upon any
copyright or the rights of any person or entity;
iii. Artwork Design and Work are free and clear of any liens from any source whatsoever;
iv. Lender has the full power to enter into and perform this Agreement and to make the grant of
rights contained in this Agreement; and
V. All services performed hereunder shall be performed in accordance with all applicable laws,
regulations,ordinances,etc., and with all necessary care, skill,and diligence.
5.2 Warranties of Quality and Condition
a. Lender represents and warrants that all work will be performed in accordance with professional
"workmanlike" standards and free from defective or inferior materials and workmanship (including
any defects consisting of"inherent vice," or qualities that cause or accelerate deterioration of the
Work).
b. Lender represents and warrants that the Work and the materials used are not currently known to be
harmful to public health and safety.
ARTICLE 6
INSURANCE AND INDEMNITY
6.1 General.
Lender and all subcontractors working at the site shall carry insurance as set out in Exhibit "C," which is
attached hereto and incorporated herein for all purposes. Evidence of required insurance shall be submitted to
the Contract Manager prior to installation or deinstallation of the Work on City property.However,if any part
of the fabrication process will be conducted on City property, then Lender shall submit evidence of required
insurance to the Contract Manager prior to performance of that work. The risk of damage to or loss of the
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Work shall, during fabrication, installation, deinstallation, and for the term of the Agreement shall be solely
that of Lender.
6.2. Performance Bonds.
Lender shall not be required by City to post any performance bonds or similar undertakings.
6.3. Generallndemnity
a. LENDER 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 ANY ACTS, ERRORS, OR
OMISSIONS OF LENDER AND/OR LENDER'S SUBLENDER AND CONTRACTORS AND
THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS,
PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS
AGREEMENT.
b. Lender 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 Lender in connection with or incidental to performance
under this Agreement.
C. Lender 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.
6.4 Intellectual Property
Lender 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 Lender. 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
Lender without the appropriate licenses or permission being secured by Lender in advance.IT IS FURTHER
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AGREED THAT LENDER 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 Lender.
ARTICLE 7
LENDER'S RIGHTS
7.1. Identification.
Contract Manager shall include credit to Lender and Artist on the Fort Worth Public Art website
(www.fwpublicart.org).
7.2. Permanent Record.
City shall maintain on permanent file a record of this Agreement and of the location and disposition of the
Work.
7.3. Lender's Address.
Lender shall notify City of changes in the address set forth in Article 14. The failure to do so, if such failure
prevents City from locating Lender,shall be deemed a waiver by Lender of its rights to notice for any provision
of this Agreement. Notwithstanding this provision, City shall make every reasonable effort to locate Lender
when matters arise relating to Lender's rights.
7.4. Additional Rights and Remedies.
Nothing contained in this Article 7 shall be construed as a limitation on such other rights and remedies available
to Lender under the law,which may now or in the future be applicable.
ARTICLE 8
LENDER AS AN INDEPENDENT CONTRACTOR
Lender shall perform all work and services hereunder as an independent contractor,and not as an officer,agent,
servant or employee of City. Lender 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 Lender, his/her officers, agents,
employees and subcontractors, and doctrine of respondeat superior has no application as between City and
Lender.
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ARTICLE 9
SUBCONTRACTING
Lender may subcontract portions of the services to be provided hereunder at Lender's expense,provided that
said subcontracting shall not adversely affect the design, appearance, or visual quality of the Work and shall
be carried out under the personal supervision of Lender. Any subcontract entered into under this Agreement
shall be expressly subject to the applicable terms of this Agreement, including, but not limited to, all
indemnification and release provisions. Lender shall provide information regarding all subcontractors,
including its fabricator, along with a copy of the subcontract between Lender and each subcontractor to the
Contract Manager.
ARTICLE 10
TERMINATION
10.1. Termination for Convenience.
The services to be performed under this Agreement may be terminated by either party,subject to written notice
submitted fifteen(15)calendar days before termination.
10.2. Termination for Cause.
a. If either party to this Agreement shall fail to fulfill their obligations in accordance with the terms of
this Agreement,or otherwise violate any of the covenants,agreements,or stipulations material to this
Agreement,then the Parties shall first attempt to resolve any disputes arising from this Article 10.2 in
accordance with the dispute resolution process set forth in Article 11 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 Article 10.2 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.
b. If City terminates this Agreement pursuant to this Article 10.2,and the Work is installed,Lender will
remove the Work no later than ten(10)days following the Notice of Termination. City reserves the
right to remove the Work at its discretion should the Lender be incapable of removing the Work on or
before the tenth(10')day following the Notice of Termination.All expenses to remove the sculpture
and transport it to the Lender shall be the responsibility of the Lender and remitted to City immediately
upon City's demand.
ARTICLE 11
DISPUTE RESOLUTION
11.1. Dispute Resolution Process.
If either Lender 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
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practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and list
the party's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,both parties
shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other
reasonable means to resolve any claim, dispute, breach, or other matter in question that may arise out of, or in
connection with this Agreement.
11.2. Failure to Resolve.
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 shall submit the matter to mediation 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 Lenders 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 10.2)
ARTICLE 12
EQUAL OPPORTUNITY
12.1. Unlawful Discrimination.
Lender shall not engage in any unlawful discrimination based on race,creed, color, national origin, sex, age,
religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in any
employment decisions relating to this Agreement, and Lender represents and warrants that to the extent
required by applicable laws,it is an equal opportunity employer and shall comply with all applicable laws and
regulations in any employment decisions.
12.2. Termination for Breach.
In the event of Lender noncompliance with the nondiscrimination clauses of this Agreement,this Agreement
may be canceled, terminated, or suspended in whole or in part, and Lender may be debarred from further
agreements with City.
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ARTICLE 13
MISCELLANEOUS
13.1. Compliance.
Lender shall comply with all Federal, State and City statutes, ordinances and regulations applicable to the
performance of Lender services under this Agreement.
13.2. 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.
13.3. 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.
13.4. 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.
13.5. 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.
13.6. 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 City and Lender
and its respective successors and permitted assigns.
13.7. No Third-Party Beneficiaries.
The provisions and conditions of this Agreement are solely for the benefit of City and Lender,and any lawful
successor or assign,and are not intended to create any rights, contractual or otherwise,to any other person or
entity.
13.8 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.
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13.9. 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.
13.10. Ca tip ons.
Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part
of this Agreement.
13.11. Lender's Address.
Lender shall notify the Contract Manager of changes in address.
13.12. Right to Audit.
Lender agrees that City will have the right to audit the financial and business records of Lender that relate to
this Agreement(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,Lender shall make all Records available to City at 200 Texas Street,Fort Worth,
Texas or at another location in City acceptable to both parties following reasonable advance notice by City and
shall otherwise cooperate fully with City during any audit. Lender will include in all subcontractor agreements
an audit right in favor of the City in the same form as this section.
13.13. Survival Provision
The provisions contained in Articles 5 (Warranties), 6(Indemnity Provisions), and 8 (Lender as Independent
Contractor), and Article 13, Section 13.12 (Right to Audit) shall survive the termination or expiration of this
Agreement.
13.14. 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.
13.15. Time Extensions
The Parties may agree, in writing,to extend or modify any of the time deadlines set forth in this Agreement.
ARTICLE 14
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: Assistant City Manager
City Manager's Office
City of Fort Worth
200 Texas Street,Third Floor
Fort Worth,Texas 76102
Copies to: 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. LENDER: Peter Doroshenko,Executive Director
Dallas Contemporary
161 Glass Street
Dallas,Texas 75207
IN WITNESS HEREOF,the Parties hereto have executed this Agreement to be effective as of the Effective
Date.
CITY OF FORT WORTH LENDER
/ �.
& h JA X v"
Fernando Costa Peter Doroshenko
Assistant City Manager Executive Director
Date: //Z5�7 Date: Z• IVDU • 'j�t�/� �'
— ,—
CONTRACT COMPLIANCE MANAGER
By signing,I acknowledge that I am the person responsible
for the orm and administration of this contract,including
e g all performance and reporting requirements.
Name: nnifer Conn
Title: ublic Art Collection&Special Projects Manager
APPROVED AS TO FORM
AND LEGALITY: � OFFICIAL RECORD
/ CITY SECRETARY
Jessica Ihgsvang 1 FT. WORTH, TX
Assista pity Attorney II
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ATTESTED BY: NJ-
Mary
J-
Mary J. Kayser
City Secretary
Contract Authorization:
M&C—No M&C Required
Form 1295: N/A
OFFICIAL'RECORD
CI'T'Y SECRETARY
FT.WORTH,TX
x
Agreement for Long Term Loan of Public Artwork with DALLAS CONTEMPORARY 14 of 19
Exhibit A: Artwork Design
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Agreement for Long Term Loan of Public Artwork with DALLAS CONTEMPORARY 16 of 19
Exhibit B: The Site
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Agreement for Long Term Loan of Public Artwork with DALLAS CONTEMPORARY 17 of 19
Exhibit C: Insurance Requirements
PUBLIC ART PROJECTS-INSURANCE REQUIREMENTS
Dallas Contemporary shall meet all the following insurance requirements for this Project. If Dallas
Contemporary subcontracts fabrication, transportation, and/or installation of the Work, then Dallas
Contemporary shall also require his/her subcontractor(s) to abide by all of the following insurance
requirements.
Commercial General Liability(CGL)
$1,000,000 Each occurrence
$2,000,000 Aggregate limit
Coverage shall include, but not be limited to, the following: premises, operations, independent contractors,
products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an
occurrence basis, and be as comprehensive as the current Insurance Services Office(ISO)policy. The policy
shall name City as an additional insured.
Bailee's/Property(if applicable)
The inland marine policy shall provide per occurrence coverage at replacement cost value based on the latest
appraised value of the Artwork, which is entrusted to the Dallas Contemporary and is considered to be in the
Dallas Contemporary's care,custody,and control and shall include property"in transit."
Automobile Liability
$1,000,000 Each accident
or
$250,000 Bodily Injury per person
$500,000 Bodily Injury per occurrence
$100,000 Property Damage
A commercial business policy shall provide coverage on "Any Auto,"defined as autos owned,hired and non-
owned.
For Dallas Contemporary and/or Dallas Contemporary's Subcontractors who have employees: Workers'
Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease-per each employee
$500,000 Bodily Injury/Disease-policy limit
Workers' Compensation coverage shall provide limits consistent with statutory benefits outlined in the Texas
workers' Compensation Act(Art. 8308— 1.01 et seq. Tex.Rev. Civ. Stat.).
GENERAL POLICY REQUIREMENTS
The certificate of insurance shall include an endorsement naming the City of Fort Worth, its' Officers,
Employees and Volunteers as an "Additional Insured" on all liability policies. Exception... the additional
insured requirement does not apply to Workers' Compensation or Automobile policies.
Agreement for Long Term Loan of Public Artwork with DALLAS CONTEMPORARY 18 of 19
Dallas Contemporary is responsible for providing the City a thirty day (30) notice of cancellation or non-
renewal of any insurance policy and may not change the terms and conditions of any policy that would limit
the scope or coverage,or otherwise alter or disallow coverage as required herein.
Waiver of rights of recovery(subrogation)in favor of City of Fort Worth.
The insurers for all policies must be licensed/approved to do business in the State of Texas. All insurers must
have a minimum rating of A-VII in the current A. M. Best Key Rating Guide or have reasonably equivalent
financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance
for any differences is required. Excess Liability shall follow form of the primary coverage.
"Unless otherwise stated,all required insurance shall be written on an"occurrence basis."
The deductible or self-insured retention(SIR)affecting required insurance coverage shall be acceptable to and
approved in writing by the Risk Manager of City of Fort Worth in regards to asset value and stockholders'
equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk
retention groups,must also approved by City's Risk Manager.
City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable
adjustments to insurance coverages and their limits when deemed necessary and prudent by City based upon
changes in statutory law,court decision or the claims history of the industry as well as of the contracting party
to City of Fort Worth. City shall be required to provide prior notice of ninety days.
City shall be entitled,upon request and without expense,to receive copies of policies and endorsements thereto
and may make any reasonable requests for deletion or revision or modifications of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law or regulations
binding upon either of party or the underwriter on any such policies.
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