HomeMy WebLinkAboutContract 41297CITY SECRETARY
CONTRACT NOI±EI\
LICENSE FOR PUBLIC ART LOCATION SITE AND
AGREEMENT FOR LONG-TERM LOAN OF AN ARTWORK BETWEEN
THE CITY OF FORT WORTH AND TEXAS AND
PACIFIC LOFTS CONDOMINIUM ASSOCIATION, INC.
This license for a public art location site and agreement for long-term loan of an artwork
(collectively, the "Agreement"), effective on , 2010 (the "Effective Date"), is
by and between Texas and Pacific Lofts Condominium Association, Inc. ("T&P"), acting by and
through its Board of Directors and Principal Officers, Peggy Harwood, Director and President,
Richard Flak, Director and Secretary, and Shane Luxton, Director and Treasurer, and the City of
Fort Worth, a home -rule municipal corporation of the State of Texas ("City"), acting by and
through Fernando Costa, its duly authorized Assistant City Manager (collectively referred to as the
"Parties"). The City has designated the ARTS COUNCIL OF FORT WORTH &TARRANT
COUNTY, INC., (the "Contract Manager") to manage the Fort Worth Public Art Program and this
agreement on its behalf.
WHEREAS, T&P owns the Texas and Pacific Lofts located at 221 West Lancaster
Avenue, Fort Worth, Texas 76102;
WHEREAS, T&P agrees to grant City a real property license (the "License") to a specific
location at the T & P Lofts, more particularly described in Exhibit "A" (the "Artwork Site"),
which is attached hereto and incorporated herein by reference, for the placement of the Artwork
described herein and to the public for the enjoyment of the public art;
WHEREAS, a member of City's Fort Worth Public Art Collection titled Freedom Train, a
metal wall -mounted sculptural installation commemorating the former "colored waiting room"
and honoring African -American railroad workers, including Texas State Representative Garfield
Thompson, with associated lighting, more particularly described in Exhibit "B" (the "Artwork"),
shall be placed in the Artwork Site;
WHEREAS, T&P is willing to make the Artwork Site available to City for long-term
placement of the Artwork; and
WHEREAS, the Parties desire to enter into this Agreement to provide for the terms of the
site location and loan of the Artwork.
IN CONSIDERATION of the mutual promises and performances set forth below, the
Parties agree as follows:
1. Grant of License. T&P grants to City, its successors, and assigns a License
for the Artwork Site.
2. Use of License. The purpose of the License granted hereunder shall be for the
purpose of installing, maintaining, and exhibiting the Artwork for the use and enjoyment of the
public.
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CITY SECRETARY
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3. Ownership. T&P and its successors acknowledge that the copyright and title to the
Artwork and any trademarks relating thereto remain with the City and/or the Artist of the Artwork.
Neither T&P or its successors shall have right, title, or interest in the Artwork except as expressly
set forth in this Agreement. Granting of this License does not place the Artwork in the care,
custody, or control of T&P.
4. Copyright The copyright of the Artwork belongs to the artist under the
Copyright Act of 1976, 17 U.S.C. Section 101 et seq., as the sole author of the Artwork for the
duration of the copyright.
5. Term. The Agreement shall have an initial term of fifty (50) years, beginning upon
the Effective Date of this Agreement Upon the expiration of the initial term, the Agreement shall
automatically renew for another fifty (50) years, until terminated as provided herein.
6. Installation of the Artwork. City shall install the Artwork on a date and at a time
mutually agreed upon by City and T&P. City shall provide for all services as necessary to deliver
and install the Artwork. City will certify the condition of the Artwork upon completion of
installation. City agrees to install the Artwork at the Artwork Site at its own expense.
7. Site Guarantee. T&P shall keep the Artwork physically located and secured at the
Artwork Site without alteration unless mutually and expressly agreed upon in writing in advance
of a change of location.
8. Access. City and the public shall have access to the Artwork Site at all times for
any and all of the purposes described in this Agreement. City retains the right to supervise the
care and maintenance of the Artwork through its established Public Art Program.
9. Maintenance and Repairs.
a) Any damage caused to any of T&P's property in connection with the use by
City of this Agreement shall be repaired by City within a reasonable time
after City has received written notice from the T&P describing the damage
and its nexus to the uses set forth in this Agreement
b) T&P shall keep and maintain the Artwork Site in neat, clean and in good
order, condition and repair and shall maintain and operate the Artwork Site
in full compliance with applicable laws rules regulations, ordinances, and
codes, including, but not limited to, applicable building codes, fire codes,
and handicap accessibility requirements
c) T&P agrees to take all reasonable measures to insure against loss, damage,
or deterioration of the Artwork.
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d) In the event that the Artwork is damaged, destroyed, lost, or stolen, T&P
shall give the City written notice within 30 days of when it knew or should
have known of the above -stated conditions of the Artwork. The report of
damage or loss shall provide a description of the extent and circumstances
surrounding the damage or loss.
e) The Contract manager will schedule maintenance and conservation
treatments with its conservator in coordination with a schedule agreed upon
by T&P.
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g)
No alteration, restoration, cleaning, or repair will be undertaken on the
Artwork without the written authorization of City.
T&P acknowledges the administrative role of the Contract Manager to
schedule supervise, and administer regular maintenance and conservation
treatments, as needed.
h) City shall be responsible for costs associated with regular maintenance of
the Artwork for the term of this Agreement, including any renewal period.
10. Termination.
a) This Agreement may be terminated upon one hundred twenty (120) days
written notice by T&P upon T&P's showing of any of the following: (i)
that the property is to be sold and the buyer requires termination of the
License as a condition of the purchase and sale, or (ii) that the property is to
be refinanced and the lender requires removal termination of the License as
a condition of the refinancing; or (iii) that the property is to be substantially
remodeled or altered in a way that precludes continued maintenance of the
Artwork; or (iv) that circumstances have materially changed and the
continued existence of the License or maintenance of the Artwork
substantially impedes T&P s reasonable use and enjoyment of the Property.
b) City may terminate the Agreement at any time at its sole discretion upon
thirty (30) days written notice to T&P.
11. Removal of the Artwork.
a) Removal shall occur within 90 days of the termination of this Agreement,
unless this period is extended in writing by the City.
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b) Should this Agreement be terminated by T&P or the Artwork be removed
from the Artwork Site at T&P 's request, for whatever reason or cause, T&P
shall be responsible for all relocation costs, including, but not limited to,
any and all costs associated with de -installation and transportation.
c) City may remove the Artwork from the Artwork Site if, in the sole
judgment of the City, the Artwork is being excessively damaged, or if the
T&P fails or refuses to notify City of any damage to the Artwork.
d) Should the Artwork be removed at City's request, for whatever reason or
cause City shall be responsible for all relocation costs, including de -
installation and transportation.
11. Miscellaneous.
a) Assignment This Agreement does not constitute either party as the agent
or legal representative of the other for any purpose whatsoever. The Parties
are not granted any express or implied right or authority to assume or create
any obligation or responsibility on behalf of the other or to bind the other in
any manner whatsoever. The Parties shall not assign this Agreement
without the prior written consent of the other.
b) Authority Each party covenants with the other that it has full power and
authority to enter into and perform its obligations under this Agreement and
the persons executing this Agreement on their behalf are duly authorized to
do so by all requisite action.
c) Binding. This Agreement shall be binding upon the Parties hereto, their
respective successors, and assigns.
d) Notice. All notices, requests, demands, and other communications that 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:
CITY OF FORT WORTH: Fernando Costa, Assistant City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
(817) 392-8518
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Copies to:
and to:
To T&P:
Martha Peters, Vice President, Public Art
Arts Council of Fort Worth & Tarrant County
1300 Gendy Street
Fort Worth, Texas 76107
(817) 298-3025
City Attorney
1000 Throckmorton Street
Fort Worth, Texas 76102
(817) 392-7600
Texas and Pacific Lofts Condominium
Association, Inc.
221 West Lancaster Avenue
Fort Worth, Texas 76102
e) Amendments. The Parties expressly reserve the right to modify this
Agreement, from time -to -time, by mutual agreement. No modification or
amendment of the provisions of this Agreement shall be effective unless in
writing and signed by authorized representatives of the Parties.
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g)
Invalidity of Particular Provisions. Should any term, provision, condition,
or other portion of this Agreement or the application thereof be held to be
inoperative, invalid, or unenforceable, the remainder of this Agreement or
the application of the term or provision to persons or circumstances other
than those to which it is held invalid or unenforceable shall not be affected
thereby and shall continue in full force and effect.
No Waiver. No waiver of full performance by any party shall be construed,
or operate, as a waiver of any subsequent default or breach of any of the
terms, covenants, or conditions of this Agreement
h) Entire Agreement. This written instrument constitutes the entire agreement
by the Parties hereto concerning the work and services to be performed
hereunder, and any prior or contemporaneous, oral or written agreement,
which purports to vary from the terms hereof shall be void.
i) Venue and Jurisdiction. Should any action, whether real or asserted, at law
or in equity, arise out of the execution, performance, attempted performance
of this Agreement, venue for said action shall he in Tarrant County, Texas.
This Agreement shall be governed by the laws of the State of Texas.
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3)
Severability. If any provision of this Agreement is 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.
k) Headings not Controlling. Headings and titles used in this Agreement are
for reference purposes only and shall not be deemed a part of this
Agreement.
1) Invalidity of Particular Provisions. Should any term, provision, condition,
or other portion of this Agreement or the application thereof be held to be
inoperative, invalid or unenforceable, the remainder of this Agreement or
the application of the term or provision to persons or circumstances other
than those to which it is held invalid or unenforceable shall not be affected
thereby and shall continue in full force and effect.
m) Public Information Act. T&P 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. T&P shall clearly indicate to City what
information it deems proprietary, if any. If City is required to disclose any
documents that may reveal any Proprietary Information to third parties
under the Texas Government Code, or by any other legal process, law, rule,
or judicial order by a court of competent jurisdiction, City will notify T&P
prior to disclosure of such documents, and give T&P the opportunity to
submit reasons for objections to disclosure. City agrees to restrict access to
T&P'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
T&P 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 T&P 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.
[SIGNATURES ARE ON THE FOLLOWING PAGE]
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IN WITNESS HEREOF, the Parties have executed the Agreement on the Effective Date
CITY: T&P:
CITY OF FORT WORTH TEXAS AND PACIFIC LOFTS
CONDOMINIUM ASSOCIATION, INC.
by: Fernando Costa
Assistant City Manager
Approved as to Form and Legality
Tyler F . al l ach
Assistant City Attorney
ATTEST:
Z41R CM"
Hendrix
City Secretary
I N -: 4-1REQUIRED
Peggy ' arwood
Director of the Board and
President (Pri • al Officer)
RiehardaRa
Director of the Board and
Secreta €Prthei.a,9€
Sham Luxto
Di ector of lie Board and
,p4�yvU�` Treasurer (Eancipal Officer)
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OFFICIAL:: RECORD
CITY SECRETARY
FT. WORTH, TX
STATE OF TEXAS §
COUNTY OF ICIlintott §
BEFORE ME, the undersigned authority, on this day personally appeared
known to me to be the person and officer whose name is subscribed to the
foregoing instrument, and acknowledged to me that he/she executed the same as the act and deed
of Texas and Pacific Lofts Condominium Association, Inc., for the purpose and consideration
therein expressed and in the capacity therein stated.
Da
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 2't4ui day of
, 2010.
MARIA V. RUST
Notary Public
STATE OF TEXAS
My Comm. Exp. Feb. 09, 2014
Notary Public in and for the State o Texas
STATE OF TEXAS §
COUNTY OirmryQiy(t §
BEFORE ME, the undersigned authority, on this day personally appeared
rica)
, known to me to be the person and officer whose name is subscribed to the
foregoing instrument, and acknowledged to me that he/she executed the same as the act and deed
of Texas and Pacific Lofts Condominium Association, Inc., for the purpose and consideration
therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this421-4t day of
NeCeAlY1 , 2010.
MARIA V. RUST
Notary Public
STATE OF TEXAS
My Comm. Exp. Feb. 09, 2014
atilkeueuriV IStweide
Notary Public in and for the State of Texas
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OFFICIAL RECORD
CITY SECRETARY
Ft WORTH, TX
STATE OF TEXAS §
COUNTY OF Toirrami §
BEFORE ME, the undersigned authority, on this day personally appeared►' 10“)
LIA , known to me to be the person and officer whose name is subscribed to the
foregoing instrument, and acknowledged to me that he/she executed the same as the act and deed
of Texas and Pacific Lofts Condominium Association, Inc., for the purpose and consideration
therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this t2-E1,1 day of
,2010.
Notary Public in and for the State of Texas
STATE OF TEXAS
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Fernando
Costa, known to me to be the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same as the act and deed of the City of
Fort Worth, a municipal corporation of Tarrant County, Texas, for the purpose and consideration
therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this au day of
2010.
EVONIA DANIELS
MY COMMISSION EXPIRES
July 10, 2013
Notary Public in and for the State of Texas
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
ARTWORK SITE
Within the Condominium regime known as the Texas & Pacific Lofts, a covered outdoor area
immediately beyond the T & P Terminal Lobby that leads to the railroad tracks contains a fenced
courtyard and building that houses a resistance lap pool. The pool building's east facade wall has
been selected as the site for the Artwork.
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A Fretenn It,!n,
Tt.K`s rrxs tr4 pts '
Fram FrrrS Tu n
b. Isiltr.lII* itii
(artist's rendering)
EXHIBIT B
ARTWORK
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