HomeMy WebLinkAboutContract 43250 (2)CITY SECRETARY
CONTRACT NO.
AGREEMENT BETWEEN THE CITY OF FORT WORTH
AND DILL BEDGOOD FOR PRELIMINARY DESIGNS OF PUBLIC ART
FOR SUMMER CREEK BOULEVARD ROUNDABOUT
This Agreement is entered into this(r)day of cf\CtL , 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 Jill Bedgood, an individual, located at 1256 South Austin
Avenue, Georgetown, Texas, 78626-6715. 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, the City is designing and constructing an extension of Summer Creek Boulevard, as
well as an expansion of McPherson Boulevard, including a roundabout at the intersection of Summer Creek
Boulevard and McPherson Boulevard;
WHEREAS, the City has set aside funds to commission public art for the Site in the Public Art Plan
for the 2008 CIP, which was adopted by the Fort Worth City Council on October 26, 2010, as M&C G-
17094, and the project was included in the FY2012 Annual Work Plan and Budget approved by City Council
on December 6, 2012 as M&C C-25337;
WHEREAS, on March 5-6, 2010, Artist participated in a Public Art Workshop for the Summer
Creek Corridor, which resulted in recommendations for thematic approaches for public art and design
enhancements for the Summer Creek Corridor, a summary of which is attached as Exhibit "A";
05 -23-1 2 A09 : 15 IN
OFFICIAL RECORD
CITY SECRETARY
Ft \NOR` H, TX
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout
Page 1 of 31
WHEREAS, on June 14, 2010, the Fort Worth Art Commission (the "FWAC") recommended that
Artist develop a preliminary design proposal for Summer Creek Boulevard based upon the thematic
approaches developed in the public art workshop;
WHEREAS, on December 12, 2011, the FWAC approved Artist's original preliminary design titled,
"Metal Mesh Hay Bale Field and Metal Mesh Stacked Hay Bales with Floating Prairie," for the Site and
recommended that Artist develop a final design based upon it;
WHEREAS, based upon subsequent community feedback, City has requested that the Artist explore
alternate materials for the original preliminary design, as well as develop an Alternative Preliminary Design
with a prairie theme for review and approval;
WHEREAS, City and Artist wish to set out the terms and conditions under which said Work shall be
designed to promote the integrity of Artist's ideas and statements as represented by the Work.
NOW, THEREFORE, City and Artist for and in consideration of the covenants and agreements
hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as follows:
ARTICLE 1
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings as set forth below:
1.1. Agreement - Means and includes this Agreement between the City of Fort Worth and Jill
Bedgood for Preliminary Design of public art for the Site.
1.2. Artist- Means and includes Jill Bedgood and/or her heirs, executors, administrators, legal
representatives, successors, agents, subartists, contractors, and assigns.
1.3. Contract Manager - Means and includes the Arts Council of Fort Worth & Tarrant County,
Inc., and/or its officers, directors, employees, agents, subsidiary organizations, parent organization, successor
corporations, assigns, predecessors, stockholders, administrators, and related companies.
1.4. City - Means and includes the City of Fort Worth, Texas and its officers, representatives,
agents, servants, and employees.
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 2 of 31
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 Artist.
1.7. Preliminary Designs - Means and includes the Original Preliminary Design, Revised
Original Preliminary Design, and Alternative Preliminary Design of the Work as defined below:
1.7.a. Original Preliminary Design - Means all preliminary drawings, sketches,
prototypes, maquettes, models, narrative descriptions, budget estimates, and the like
that were created by Artist in connection with her proposal titled "Metal Mesh Hay
Bale Field and Metal Mesh Staked Hay Bales with Floating Prairie," which is attached
hereto as Exhibit "B" and incorporated herein for all purposes.
1.7.b. Revised Original Preliminary Design — Means all preliminary drawings, sketches,
prototypes, maquettes, models, narrative descriptions, budget estimates, and the like that are
created by Artist in connection with this Agreement for the Original Preliminary Design.
1.7.c. Alternative Preliminary Design - Means all preliminary drawings, sketches,
prototypes, maquettes, models, narrative descriptions, budget estimates, and the like that are
created by Artist in connection with this Agreement that are not part of or associated with
the Original Preliminary Design or Revised Original Preliminary Design.
1.8. Preliminary Design Deliverables — Means and includes those items set forth in Article 2.3
of this Agreement that Artist is required to submit to City for its review and approval
1.9. Project — Means and includes the capital improvement or public art development
undertaking of City for which Artist's services are to be provided pursuant to this Agreement.
1.10. Project Consultant — Means and includes the design firm/professional(s) hired by City to
design the Site, which is Dunaway Associates of Fort Worth, Texas.
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 3 of 31
1.11. Project Stakeholders - Means and includes the appropriate City Council Member(s), and
their appointed community representatives and the Fort Worth Art Commission's appointed representative
and others as may be appropriate.
1.12. Site - Means and includes the Roundabout located at the intersection of Summer Creek
Boulevard and McPherson Boulevard, which is more particularly described in Exhibit "C," attached hereto
and incorporated herein by reference for all purposes.
1.13. Work - Means and includes the finished object(s) of art and design that are the subject of
this Agreement, or any intermediary stage of completion of such work.
ARTICLE 2
SCOPE OF SERVICES AND DELIVERABLES
2.1. Scone of Services.
a. Artist shall pei form all services and will furnish all supplies, materials, and equipment as necessary
for developing a Revised Original Preliminary Design and an Alternative Preliminary Design of the
Work and for providing Preliminary Design Deliverables. Services shall be performed in a
professional manner and in strict compliance with all terms and conditions in this Agreement.
b. Artist, in consultation with Project Consultant, shall determine the artistic expression, scope, design,
color, size, material, and texture of the Work, subject to review and input from Project Stakeholders
and approval by City as set forth in this Agreement.
c. The location at the Site where the Work shall be installed shall be mutually agreed upon by City and
Artist.
d. Artist, 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.
e. Artist shall explore concepts for the Work, within the preliminary implementation budget set forth in
Article 2.3.
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 4 of 31
f. Artist shall meet and coordinate with Project Consultant and others, as necessary, to explore the
feasibility of integrating the Work into the Site in terms of structural support, lighting, electricity, or
other infrastructure needs to support the Work.
g. Artist shall present the Revised Original Preliminary Design and the Alternative Preliminary Design
to Project Stakeholders, the appropriate City staff, and other City boards or commissions, as
appropriate, for input and to the FWAC for review and approval at dates and times mutually agreed
upon.
h. Artist shall make a minimum of two (2) trips to Fort Worth, Texas for meetings and presentations as
indicated above. Additional trips, if required per this Article, may be negotiated and agreed upon in
writing by City and Artist.
2.2. City Assistance.
Upon request by Artist, City shall promptly furnish all information and materials required by Artist to the
extent that such materials are available. City, upon request by Artist, shall also provide correct scaled
drawings of the Site, if available.
2.3. Preliminary Design Deliverables
Within three (3) months after the Effective Date, Artist shall provide services and all supplies,
materials, and equipment necessary to provide certain deliverables, as set forth in this Article 2.3 to City for
approval. For both the Revised Original Preliminary Design and the Alternative Preliminary Design, the
Preliminary Design Deliverables shall consist of the following:
a. Two preliminary design illustrations showing the proposed Work from two vantage points, including
a plan view, which shall be at least 20" x 30" and mounted on foam core and/or in a high resolution
digital format such as JPEG or TIF files;
b. A narrative description of the Artist's concept, proposed materials, fabrication, and installation
methods, timeline for completion and maintenance, and anticipated annual maintenance
requirements;
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 5 of 31
c. Installation diagram, including approximate weight of the Work, proposed base, footing, or
attachment method(s) and, if applicable, location(s) for any electrical outlets and lighting fixtures;
d. A preliminary budget estimate, on the budget form attached hereto as Exhibit "D," for development
of the selected final design and implementation of a final design of the Work in an amount not
exceed TWO HUNDRED EIGHTEEN THOUSAND FIVE HUNDRED FIFTEEN DOLLARS AND
NO CENTS ($218,515.00), which includes all costs for engineering, materials, labor, fabrication,
delivery, installation, insurance, transportation, remaining Artist's fee, and all other associated costs
for the Work, including, but not limited to, lighting and travel. Material or fabrication samples
and/or prototype models for the Work that show the size and placement of the Work in relation to the
Site, as appropriate.
2.4. Preliminary Design Review.
a. Upon completion of the Preliminary Design Deliverables, Artist shall meet with the designated
Project Stakeholders, City staff, and other City boards or commissions, as appropriate, to present
both the Revised Original Preliminary Design and the Alternative Preliminary Design, at dates and
times mutually agreed upon, for input.
b. Artist shall present both the Revised Original Preliminary Design and the Alternative Preliminary
Design to the FWAC at a regularly scheduled FWAC meeting, at which time the FWAC will be
asked to approve the Project Stakeholders' preferred design. City shall notify Artist of its approval,
or disapproval, of both the Revised Original Preliminary Design and the Alternative Preliminary
Design within thirty (30) business days of Artist's presentation to the FWAC.
c. If City disapproves of both the Revised Original Preliminary Design and/or the Alternative
Preliminary Design, either in whole or in part, then City shall inform Artist of each revision to be
made to the preliminary design that it is most interested in pursuing. City may require Artist to make
such revisions to such preliminary design as City deems necessary in its sole discretion and/or for the
Work to comply with applicable statutes, ordinances, or regulations of any governmental regulatory
agency having jurisdiction over the Site for reasons of safety and security.
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 6 of 31
d. Artist shall have thirty (30) calendar days from the date City informed Artist of the revision(s) to
present the revised preliminary design in conformance with City's requirements.
e. If City disapproves of the resubmitted preliminary design, any further preliminary design
resubmissions will be by mutual agreement of the Parties and subject to the procedures and terms in
this Article. If the Parties desire not to continue with the resubmission process, then this Agreement
will automatically terminate, with payment for work performed per the payment schedule in Article
3 up through the date of termination. (See Article 4.4.d)
f. Upon City approval of one of the preliminary designs, any revisions made to a City -approved
preliminary design shall become part of the selected preliminary design Artist shall incorporate any
City -approved revisions into the final design in conformance with City's requirements. Any
revisions shall become part of any final design deliverables if the Artist proceeds to the final design
phase. Artist shall provide the Revised Original Preliminary Design and the Alternative Preliminary
Design presentation materials to the Contract Manager to become part of the City of Fort Worth
Public Art archive owned by City. These documents, models, and/or drawings will be retained for
archival and exhibition purposes.
g. Upon the expiration of the Term (hereinafter defined) of this Agreement, if the Revised Original
Preliminary Design or the Alternative Preliminary Design is accepted by City and funding is
appropriated by the Fort Worth City Council, negotiations for final design or final design and
commission for fabrication, delivery, and installation of the Work shall commence, which shall
become part of the deliverable under any anticipated final design or final design/artwork commission
contract.
ARTICLE 3
COMPENSATION AND PAYMENT SCHEDULE
3.1. Compensation.
Total compensation to Artist under the Agreement shall be TWENTY-FIVE THOUSAND THREE
HUNDRED NINETY DOLLARS AND NO CENTS ($25,390.00). which shall constitute full compensation
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 7 of 31
for any and all costs associated with the Agreement, including, but not limited to, all travel expenses, and
services performed and materials furnished by Artist under this Agreement. Artist and City may amend this
Agreement to allow for additional payment if additional services are required.
3.2. Payment Schedule
City agrees to pay Artist 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. EIGHT THOUSAND DOLLARS AND NO CENTS ($8,000) upon execution of this Agreement.
b. TWELVE THOUSAND DOLLARS AND NO CENTS ($12,000) within thirty (30) calendar days
after Artist submits all of the Preliminary Design Deliverables required under Article 2.3 of this
Agreement and makes a presentation(s) of both the Revised Original Preliminary Design and the
Alternative Preliminary Design to the FWAC.
c. FIVE THOUSAND THREE HUNDRED NINETY DOLLARS AND NO CENTS ($5,390.00)
within thirty (30) calendar days after City's approval of either the Revised Original Preliminary
Design or the Alternative Preliminary Design.
3.3. Sales Taxes.
City is a tax-exempt organization and no state or local sales taxes or federal excise taxes shall be due upon
the Project. City shall supply Artist with the "Texas Certificate of Exemption," in substantially the same
form as that attached hereto as Exhibit "E" for use by Artist in the fulfillment of this Agreement.
3.4. Artist's Expenses.
Artist shall be responsible for the payments of all expenses incurred during the performance of this
Agreement, including, but not limited to, services, materials, mailing/shipping charges and insurance on
submissions to City and/or Contract Manager, cost of all travel, and costs for Artist's agents, consultants,
and/or employees necessary for the proper performance of the services required under this Agreement.
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 8 of 31
ARTICLE 4
TERM AND TERMINATION
4.1. Term
This Agreement shall be in effect from the Effective Date and, unless terminated earlier pursuant to such
provisions in this Agreement, shall extend until final payment to Artist by City.
4.2. Gratuities
City may cancel this Agreement if it is found that gratuities in the form of entertainment, gifts, or otherwise
were offered or given by Artist or any agent or representative to any City or Contract Manager official or
employee with a view toward securing favorable treatment with respect to the awarding, amending, or
making of any determinations with respect to this performance of this Agreement.
4.3. Termination for Cause
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 4.3 in accordance with the
dispute resolution process set forth in Article 5. 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
a. The services to be performed under this Agreement may be terminated by either party, subject to
written notice submitted thirty (30) calendar days before termination, specifying the grounds for
termination.
b. If the termination is for the convenience of City, City shall pay Artist for services actually rendered
up to the effective date of termination, and Artist shall continue to provide the City with services
requested by City and in accordance with this Agreement up to the effective date of termination.
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 9 of 31
Upon payment in full of all monies due for services provided up to the effective date of termination,
City shall have the right, in its sole discretion, to possession and transfer of all work product
produced by Artist under this Agreement, including, but not limited to, finished and unfinished
drawings, sketches, photographs, models, and designs, up to the effective date of termination,
provided that no right to fabricate or execute the Work shall pass to City.
c. If termination is for the convenience of Artist, City shall have the right, in its sole discretion, to pay
Artist for services actually rendered up to the effective date of termination or require the Artist to
remit to City a sum equal to all payments (if any) made to the Artist pursuant to this Agreement prior
to the effective date of termination. If City chooses to pay Artist for services actually rendered, then
all work product produced by Artist under this Agreement, including, but not limited to, finished and
unfinished drawings, sketches, photographs, models, and designs, up to the effective date of
termination shall become property of City.
d. If termination is by mutual agreement of the Parties as set forth in Article 2.4, then City shall pay
Artist for work performed per the payment schedule in Article 3 up through the date of termination.
City shall have the right to possession and transfer of all work product produced by Artist under this
Agreement, including, but not limited to, finished and unfinished drawings, sketches, photographs,
models, and designs, up to the effective date of termination
4.5. Incapacity of Artist
a. In the event of Artist's death or Artist becoming physically or legally incapacitated during the term
of this Agreement, City shall have the right to terminate this Agreement on payment to Artist or
Artist's successors for all work and services performed prior to death or incapacity. All work
product produced by Artist, including, but not limited to, finished and unfinished drawings, sketches,
photographs, models, and designs, up to the effective date of termination shall become property of
City.
b. Should one of Artist's preliminary designs have been approved, in the event of termination under
this Article 4.5, City shall have the right to complete the Work, if feasible. Due regard shall be made
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 10 of 31
for Artist's intended results and proper credit and acknowledgement shall be given to Artist. This
provision shall survive the termination or expiration of this Agreement.
ARTICLE 5
DISPUTE RESOLUTION
If either Artist 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 parry'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.
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 Artists
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)
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 11 of 31
ARTICLE 6
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
6.1 General
a. Upon payment in full to Artist, the Preliminary Designs, Work, and all work product under this
Agreement shall become the property of City, without restriction on future use, except as provided
below. Artist shall retain copyright and other intellectual property rights in and to the Preliminary
Designs and/or Work. By execution of this Agreement, Artist grants to the City a perpetual,
irrevocable license to graphically depict or display the Preliminary Designs and/or Work for any
non-commercial purpose whatsoever. For purposes of this limitation, any graphic depiction or
display of the Preliminary Designs and/or Work intended to promote or benefit City, its public
services or its public purposes, regardless of whether or not a fee is charged to the public, or whether
revenue is otherwise received by City, shall be deemed a non-commercial purpose.
b. City shall take title to all documents and/or drawings, which constitute or are components of the
Preliminary Designs and/or Work, upon final approval of one of the preliminary designs. These
documents and/or drawings will be retained for archival and exhibition purposes.
c. Artist reserves every right available under the Federal Copyright Act to control the making and
dissemination of copies or reproductions of the Preliminary Designs and/or Work, except as those
rights are limited by this Agreement. City may make and disseminate photographs, drawings, and
other two-dimensional reproductions of the Preliminary Designs and/or Work and accompanying
materials for any municipal purpose. All reproductions by the City shall contain a credit to the Artist
and a copyright notice substantially in the following form: "O date, Artist's name."
d. Nothing in this Agreement shall prevent the Artist from using images of the Preliminary Designs
and/or Work for marketing and promotional purposes in connection with the Artist's business;
provided, however, that Artist shall make its best effort to credit City for commissioning the Work
whenever possible substantially in the following form: "an original artwork commissioned by and in
the collection of the City of Fort Worth, Texas."
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Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 12 of 31
e. City is not responsible for any third -party infringement of Artist's copyright and not responsible for
protecting the intellectual property rights of Artist
6 2 Artist's Address.
Artist shall notify City of changes in Artist's address as set forth in Article 12. The failure to do so, if such
failure prevents City from locating Artist, shall be deemed a waiver by Artist of the right subsequently to
enforce these provisions that require the express approval of Artist. Notwithstanding this provision, City
shall make every reasonable effort to locate Artist when matters arise relating to Artist's rights.
ARTICLE 7
WARRANTIES OF TITLE AND COPYRIGHT
Artist represents and warrants that:
a. Preliminary Designs and/or Work shall be the original product of the Artist's sole creative efforts.
b. Preliminary Designs and/or Work is and will be unique and original, and does not infringe upon any
copyright or the rights of any person;
c. Artist has not sold, assigned, transferred, licensed, granted, encumbered, or utilized the Preliminary
Designs and/or Work or any copyright related thereto that may affect or impair the rights granted
pursuant to this Agreement;
d. Preliminary Designs and/or Work (or duplicate thereof) have not been accepted for sale elsewhere;
e. Artist has the full power to enter into and perform this Agreement and to make the grant of rights
contained in this Agreement; and
f. All services performed hereunder shall be performed in accordance with all applicable laws,
regulations, ordinances, etc., and with all necessary care, skill and diligence.
ARTICLE 8
ARTIST AS INDEPENDENT CONTRACTOR
Artist shall perform all work and services hereunder as an independent contractor, and not as an
officer, agent, servant or employee of City. Artist shall have exclusive control of, and the exclusive right to
control the details of the work performed hereunder, and all persons performing same, and shall be solely
responsible for the acts and omissions of his/her officers, agents, employees, and subcontractors. Nothing
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 13 of 31
herein shall be construed as creating a partnership or joint venture between City and Artist, his/her officers,
agents, employees and subcontractors, and doctrine of respondent superior has no application as between
City and Artist.
ARTICLE 9
INDEMNIFICATION
9.1. General Indemnity
ARTIST 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, 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 LIIVHTED TO, DEATH) TO ANY AND ALL
PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS
SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR RESULTING FROM THE NEGLIGENT ACT,
ERROR, OR OMMISSION OF ARTIST AND/OR ARTIST'S SUBARTISTS 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.
ii. Artist agrees to and shall release City from any and all liability for injury, death, damage, or
loss to persons or property sustained or caused by Artist in connection with or incidental to
performance under this Agreement.
iii. Artist shall require all of its subcontractors to include in their subcontracts a release and
indemnity in favor of City in substantially the same form as above.
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Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 14 of 31
9.2. Intellectual Property
Artist agrees to assume full responsibility for complying with all State and Federal Copyright Laws and any
other regulations, including, but not limited to, the assumption of any and all responsibilities for paying
royalties that are due for the use of other third party copyrighted works by Artist. City expressly assumes no
obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations.
City specifically does not authorize, permit, or condone the reproduction or use of copyrighted materials by
Artist without the appropriate licenses or permission being secured by Artist in advance. IT IS FURTHER
AGREED THAT ARTIST SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS
CITY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR
EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO,
ATTORNEY'S FEES, TO WHICH THEY MAY BE SUBJECTED ARISING OUT OF CITY'S USE
OR POSSESSION OF THE WORKS BY REASON OF AN ALLEGED OR ACTUAL COPYRIGHT
VIOLATION OR OTHER LACK OF OWNERSHIP, AUTHORSHIP, OR ORIGINALITY. City
expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the
exclusive obligation of Artist.
9.3. Survival
All indemnification provisions of this Agreement shall survive the termination or expiration of this
Agreement.
ARTICLE 10
EQUAL OPPORTUNITY
a. Artist 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 Artist 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.
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Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 15 of 31
In the event of Artist noncompliance with the nondiscrimination clauses of this Agreement, this
Agreement may be canceled, terminated, or suspended in whole or in part, and Artist may be
debarred from further agreements with City.
ARTICLE 11
MISCELLANEOUS
11.1. Compliance
Artist shall comply with all Federal, state, and local statutes, ordinances, and regulations applicable to the
performance of Artist's services under this Agreement.
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 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 defective performance.
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
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Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 16 of 31
Neither party hereto shall assign, sublet, or transfer its interest herein without prior written consent of the
other party, and any attempted assignment, sublease, or transfer of all or any part hereof without such prior
written consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of City
and Artist and their respective successors and permitted assigns.
11.7. No Third -Party Beneficiaries
The provisions and conditions of this Agreement are solely for the benefit of City and Artist, and any lawful
successor or assign, and are not intended to create any rights, contractual, or otherwise, to any other person
or entity.
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 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.
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 17 of 31
11.11. Fiscal Funding Out
If, for any reason, at any time during any term of this Agreement, the Fort Worth City Council fails to
appropriate funds sufficient for the City to fulfill its obligations under this Agreement, the City may
terminate this Agreement to be effective on the later of (i) thirty (30) days following delivery by City to
Artist of written notice of City's intention to terminate or (ii) the last date for which funding has been
appropriated by the Fort Worth City Council for the purposes set forth in this Agreement.
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.
11.13 Right to Audit
Artist agrees that City will have the right to audit the financial and business records of Artist that relate to the
Work (collectively "Records") at any time during the Term of this Agreement and for three (3) years
thereafter in order to determine compliance with this Agreement. Throughout the Term of this Agreement
and for three (3) years thereafter, the Artist shall make all Records available to the City at 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 shall survive expiration or earlier
termination of this Agreement.
11.14 Certified MWBE
If applicable, Artist 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 Articles 6 (Ownership and Intellectual Property Rights), 7 (Warranties of Title
and Copyright), 8 (Artist as an Independent Contractor), and 9 (Indemnification) shall survive the
termination or expiration of this Agreement.
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 18 of 31
11.16 Public Information Act
Artist 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.
Artist shall clearly indicate to City what information it deems proprietary. If City is required to disclose any
documents that may reveal any of Artist's 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 Artist prior to disclosure of such documents, and give Artist the opportunity to
submit reasons for objections to disclosure. City agrees to restrict access to Artist'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 Artist'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
Artist 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
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
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 19 of 31
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:
2 ARTIST
Sarah Fullenwider, City Attorney
Office of the City Attorney
City of Fort Worth
1000 Throckmorton Street, Third Floor
Fort Worth, Texas 76102
Martha Peters, Vice President - Public Art
Arts Council of Fort Worth & Tan ant County
1300 Gendy Street
Foit Worth, Texas 76107
Jill Bedgood
1256 South Austin Avenue
Georgetown, Texas, 78626-6715
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 20 of 31
IN WITNESS HEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
CITY OF FORT WORTH
•
by: .--7-ealki•seatio 14--
Fernando Costa
Assistant City Manager
APPROVED AS TO FORM
AND LEGALITY:
Tyler F. Wallach
Assistant City Attorney
ATTESTED BY:
J. Kayser
City Secretary
Contract Authorization:
M&C — No M&C Reauired
ARTIST
4C�f'5fl, /8 Asti so
Bedgool'
,4. ttt.tttt�
.ate' lost�Q`t
REM
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout
/Z-
pFFICIpL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 21 of 31
Exhibit A:
Summer Creek Corridor Workshop Recommendations
Public Art Workshop
To explore public art opportunities along the Summer Creek Corridor that reflect the indigenous prairie
environment and / or other themes that will create a sense of community identity
To develop general approaches and / or broad concepts for various sites along the corridor
To develop a format for engaging students in Crowley ISD to participate in future public art projects, that
may use an interdisciplinary approach, combining natural science history and art
Observations:
Suburban development making way for urban development (Summer Creek Station)
Community oriented neighborhoods
Diverse backgrounds
Community Desires:
Community involvement
Student involvement / active participation
Visual experience
Personal and memory experience
Educate public about
▪ natural environment (prairie, geology)
- history
- - community
Identification graphic for community (logo)
Transformation from auto to multimodal transportation
Conceptual Focus / Ideas / Image Sources:
Prairie
plants,
animals,
geology,
ecology
Transportation / Technology / Communication
railway and train,
roads, tollways, car/
biking, bike lanes
walkways, paths, sidewalks,
mapping,
communication internet, phone
community interactive space, community physical interaction
Historical Information and Resources
-- Fort Worth
- - Summer Creek
- - Residents' personal history
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 22 of 31
Compositional Constructs / MethodoloEv for Creation / Process:
Multiples / modular
Weaving
Repetition
Reconfiguration
Layering
Connections (rings, wiring, binding...)
Potential Sites for Public Art
Plaza — Summer Creek Station Development
T Station Park and Ride
Community Center new
Medians
Sidewalks
Intersections
Underpass (SH121)
Designed to assist in habitation of birds and animals
Neighborhood Walls
-- Intervention of hard walls to plants covering walls, living walls
Dirks Road
Pond
Roundabout
Park entrance
Park
Walls of new overpass
Seating as art, art as seating
Bus stops seating and covers
Potential Sites of Aesthetic Intervention
Street Signs & Toppers
Transportation Signs
Benches, Seating
Light Pole Banners
Ti ashcans
Utility poles and boxes
Pedestrian bridge
Curbs
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 23 of 31
Exhibit B:
Artist's Preliminary Design Proposal
Concept for Roundabout
Presence — Absence: Prairie & Farmland
Metal Mesh Hay Bale Field & Metal Mesh Stacked Hay Bales with Floating Prairie
Within the southeast section of the roundabout, twenty five metal mesh hay bales in the field pay homage to
the farmland. Traveling to the northwest zone of the roundabout, stacked metal mesh hay bales forming a
tiered structure containing living native plants in the upper bales will create a floating prairie. The empty hay
bales would appear and disappear, due to light and weather conditions, as well as perspective and location of
viewer. The displaced prairie and farmland, absent due to development, are now memorialized functioning
as a reminder of the land's ancestry.
The dimensions of the hay bale in the roundabout will be 24 inches in height x 60 inches in width x 29 inches
in depth. Referencing modularity, the hay bales, fabricated from a steel framework with metal mesh
covering, will be multiples used in varying configurations and sited in differing contexts.
The opacity of the prairie plantings would contrast with the translucency of the hay bales. As the viewer,
who is driving, circumnavigates the roundabout, the art would transform and evolve creating a different
experience day and night, yesterday and tomorrow. Various vantage points of observation — in a car, as a
pedestrian, in a second floor apartment — will evoke different experiences; this evolution of perception acts as
a metaphor for understanding diverse perspectives.
Internal lighting of the hay bales and lighting to illuminate the art and plants are required. An irrigation
system has been recommended for the floating prairie to have more plant diversity. A water collection
system or cistern could be built on site to assist in watering and establishing the plants. Prairie plants could
be pressed into the wet concrete during sidewalk construction to continue the reference of presence and
absence, creating a shadow affect.
An engineer fabricator, landscape architect are required to realize this work. Larry O'Flinn, landscape
architect with Dunaway, has created a beautiful design melding the concepts of the landscape with the art.
Briefly looking over the project, Jon Kinder of Prair ie Designs, LLC, stated that 'the floating prairie sounds
very feasible, depending on a few thing... ' such as depth of soil, weight, containment unit, irrigation for more
plant diversity and a `seasonal aesthetic," ... ending with ' sounds like a really cool project." Renate Woods,
engineer, "looked over the concept" and stated that she had suggestions in terms of "material choices and
conceptual possibilities ' The initial response is the art is feasible with more research to determine matey ials
and methods of fabrication
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 24 of 31
Presence & Absence: Hay Bales in Field
Referencing the Farmland: Hay Bales -- metal mesh hay bales would appear and
disappear due to viewer's perspective, weather and light conditions
Twenty Five (25) Metal Mesh Hay Bales in a Field Referencing the Farmland
Lighting from Bottom to Glow at Night
Metal Mesh Hay Bale in Roundabout Dimensions: 24" H x 60" W x 26" D
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 25 of 31
Stacked Hay Bales with Living Prairie
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 26 of 31
1
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Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout
Page 27 of 3 l
Exhibit C: Site
SEGMENT 2-SUMMER
CREEK DRIVE.. DEStC I
SOURiSOUNO 2 LANES
(2,050 IL)
SEG .SENT t -SUMMER
CREEK DRIVE. - DESIGN 4
LANE SECTION (3.500 IL)
CBI( Of
Fort Wdrth SW
Cammonity Park
SEGMENT 3-MCPHERSON OLVD
- DESKR4 WESTDOUND 2 LANES y
(2.(00R)
Agieement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout
Page 28 of 31
Exhibit D: Budget
.FORT WORTH PUBLIC ART PROJECT UDGET_
Please complete this forte end ettacit a signed recede ov estlm
Stir 00 lump ssam$) kit * WV- lak ).- met intim
taiitom a Vnit'tait eddi Cellinth he4
ARTISTS FEE (201:)
TRAVEL
(Fci Artists wh ike raid* ttrerrl r J irctil ponce Ws-tih)
INSURANCE
ADMINISTRATIVE EXPENSES
Per Diem Expens
per day
M tee et_ per mire
Autc,ltired'Vehicie Li
Gear* Liability fc4 Aristl Eutccrrtractcas
Worker's Comp, i Emrkyet's L4rity,
abet, ire npplieBble
Phone. Fax
DE4/e11rShIGfln leas «tteelc'n kn;a, 11n1> z, t_i`r=millainsp j
hlc Sasvkas
SkiffiieS
PROFESSIONAL COUSSULTANT FEES
(I! erptt4oble, d1Awev9 roust be 5Iur d and 64a1e,! t'y pt.I96410nAl a yyt led to }ytaC1ce
IIr tha Stow of
Arc taier
Snu:tural Eny;rr r•
Eleclrloaf Engineer`
Comer+ we'
stune matieat ci cuni plated woilt
C@N t'
MATERIALS
(P#$aaa attache tctn+plot: Ibt c.1 ill aa ikiI*. Itentil~a i anik_jvfted as
ccinp»nants with pH unit cost estin
Cost Increases?: Propact• Int cease I1t Cost
FABRICATION COSTS
(In_ksda and itemize BM pon:bns ci sutcctitractedwoo
artist)
Anist's Lekws
Facility; 6_. '_ rant Rent i< i Axel
Gast Int:teases?: Pn_.jacied Incises
r
Materials' Total
Mcnths In RAN
nd work to tea completed by
(__ hcurs al. pert ut) Taal
SuI c.isindLetor (Ic'tnt)
9 ptcrfscp Ineti4 ty totikMk,n
NM:anon 12 Mcnths In Fuse
SITE PREPARATION
(00 iocc4 In Lrla testa covered by FWPA, Glty Of Fort Wc,rth
Tea
Reititwat'
Lan•*ceping- Iniheti>n`
Ie ttk nt Mcditic tbns'
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 29 of 31
Cc8t Increases-T Piolecied Incteas+1
TRANSPORTATION
Cost Irr:t '?; Prom_
BASS°l GLINTING
Metarirds
FvrkhadWak
-Itamp-mall
12 Mrnths In Future
Base
Wonting Dtvkes and C-,ir an
FclunJnt it in
r
Ceot Increases?: Projected Inmeese in Cot Ahaunt a Fcct ng 12 Mcnths in Future
INSTALLATION COSTS
(Costs must Include ell ware tot after hours ktstallatbn, d igli.atte. Pfer‘ase after a
acrnplele list of eg_i went and infsridual estimates rrhh this
LIGHTING
Cart Irr,
Coot left riNSt
Equ merit Ren
In C_st Installation
d to Instalalbn'
PolicarSec
i raiflo e,vtiar
Storage Facility Rental'
City Permits
Display Der. es
Site Resssrathn'
Other
cntheIn Futuie
D'esrgnersrtituiet
Bulbs'
Preparation"
Instalttnn'
Itr € I Irilitlitd 1 MWr'rths In rUtiits
GRAND TOTAL (i ting ptojecfi°d Cost inanss, It any)
Pleasa makes a iy nacessary now here:
Prepare# By:
Elora:
Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 30 of 31
1 i.IIJ i tl%;An CSt11117tf011 fix St41 pity
tulcilti a r on the 'fuelled firdcr
Decctipti
lti
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TEXAS SALES AND
Pro*t cY for which mat ca at-;4141
Exhibit E: Sales Tax Exemption
it o1 31
ifixOf1`.
RC taxes
the pui eh it_t tot t
wall! rc Ktem:
1 OF FORT WOR'i`U. 'EXAs
PERMIT NUMBER I-75 6ffi
glue° :rrc pnrch1«
r�tltlid that 1 1+ill €at Kahle for payment o
provisiont11 t3tt rate, t ty and Tor mcrrnpnhf;
It7 tllicr pi purchases t iabiltry
klrhk he ar411err liis 1 r+r the rain niarkt" rertal vatt
1 understand tim
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` OF FORT WORTH. TEXAS
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Agreement Between the City of Fort Worth and Jill Bedgood for
Preliminary Designs of Public Art for Summer Creek Boulevard Roundabout Page 31 of 31