HomeMy WebLinkAboutContract 46385CITY SEM
COPffRAGT PIO.
AGREEMENT BETWEEN THE CITY OF FORT WORTH
AND CORSON STUDIOS, L.L.C. FOR PRELIMINARY PARTIAL
REDESIGN OF PUBLIC ART FOR HMPHILL LAMAR CONNECTOR
This Agreement is entered into this day of /Z , 2015, by and between the City of
Fort Worth, a home -rule municipal corporation of the State of Texas, acting by and through its duly
authorized Assistant City Manager, and Corson Studios, L.L.C, a Washington Company located at 5707 29th
Avenue NE, Seattle, WA 98105, and acting by and through Dan Corson its duly authorized Member. City
has designated the Arts Council of Fort Worth and Tarrant County, Inc., to manage this Agreement on its
behalf. The Contract Manager shall act through its designated Public Art project manager.
WHEREAS, pursuant to Chapter 2, Sections 2-56 through 2-61 of the Fort Worth Code of
Ordinances, the Fort Worth Public Art Program's goals are to create an enhanced visual environment for Fort
Worth residents, to commemorate the City's rich cultural and ethnic diversity, to integrate the design work of
artists into the development of the City's capital infrastructure improvements, and to promote tourism and
economic vitality in the City through the artistic design of public spaces;
WHEREAS, City is constructing the Hemphill -Lamar Connector as a four -lane arterial street from
Vickery Boulevard to the intersection of Lancaster Avenue at Lamar Street, providing a direct link under I-
30 and the Union Pacific Railroad right-of-way through an open tunnel between downtown and the Medical
District/Near Southside in Fort Worth, TX; and
WHEREAS, funds for the project have been allocated from the 2004 Capital Improvements Program
(Proposition 1) for public art associated with the Hemphill -Lamar Connector (the "Project") and the public
art project is included in the Fiscal Year 2015 Annual Work Plan and Budget, adopted by City Council on
October 14, 2014 (M&C C-27031); and
WHEREAS, on March 15, 2010, the City entered into a contract with Artist to develop a final design
for the Site (Fort Worth City Secretary Contract No. 39962), which was amended on February 21, 2011 (Fort
Worth City Secretary Contract No. 39962-A); and
WHEREAS, on November 14, 2011, the Fort Worth Art Commission (FWAC) approved the Artist's
final design of sculptures entitled "Vortex" and "Flight," and recommended that Artist be retained to
fabricate, deliver, and install the sculptures at the Site; and
WHEREAS, on November 11, 2013, project stakeholders approached the City requesting certain
design changes to the north end of the Site, specifically to the "Vortex" sculpture of Artist's final design; and
WHEREAS, City has requested Artist develop a new preliminary design to replace the "Vortex"
Sculpture to one that bears a similarity to the "Flight" element of Artist's Final Design for the south end of
the Site; and
Agreement with Corson Studios, L.L.C. for Preliminary Partial
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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
Corson Studios, L.L.C., for Preliminary Partial Redesign of public art for the Site.
1.2. Artist - Means and includes Corson Studios, L.L.C..
1.3. Contract Manager — Means and includes the Arts Council of Fort Worth and Tarrant
County, Inc , and/or its officers, directors, and employees.
1.4. City — Means and includes the City of Fort Worth, Texas.
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. Final Design — Means the Artist's Final Design of sculptures entitled "Vortex" and "Flight,"
for the Site, which is based upon the City -approved Preliminary Design and includes, but is not limited to, all
final drawings, sketches, prototypes, maquettes, models, and the like that were created in connection with
Artist's previous Agreement, or the like that are related, directly or indirectly, to the sculptures entitled
"Vortex' and "Flight," and shall include Artist's specifications for fabrication and installation of the
sculptures entitled ' Vortex" and `Flight," by Artist were created by Artist in connection with the Final
Design Contract, depictions of which are attached hereto as Exhibit "A" and incorporated herein for all
purposes.
1.7. Parties — Means and includes City and Artist.
1.8. Preliminary Partial Redesign - Means all preliminary drawings, sketches, prototypes,
maquettes, models, narrative descriptions, budget estimates, and the like that that may be created by Artist in
connection with this Agreement, or the like that are related, directly or indirectly, to the Work and shall
include Artist's specifications for fabrication and installation of the Work
1.9. Preliminary Partial Redesign 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.
1.10. 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.
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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, including the stakeholder group known as I -Care.
1.12. Project Consultant — Means and includes the design firm/professional(s) hired by City to
design the Site, TranSystems Corporation.
1.13. Site — Means and includes the Hemphill -Lamar Connector - a four -lane arterial street from
Vickery Boulevard to the intersection of Lancaster Avenue at Lamar Street, providing a direct link under I-
30 and the Union Pacific Railroad right-of-way through an open tunnel between downtown and the Medical
District/Near Southside in Fort Worth, TX, which is more particularly described in Exhibit "B," attached
hereto and incorporated herein by reference for all purposes.
1.14. 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. Scope of Services.
a. Artist shall perform all services and will furnish all supplies, materials, and equipment as necessary
for developing a Preliminary Partial Redesign of the Work to replace the "Vortex" sculpture on the
north end of the Site and for providing the Preliminary Partial Redesign Deliverables. Services shall
be performed in a professional manner and in strict compliance with all terms and conditions in this
Agreement.
b. Artist 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,
Artist, Union Pacific Railroad, and Texas Department of Transportation (TXDOT).
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. Prior to commencing the Preliminary Partial Redesign, Artist shall meet with and seek input from
Project Stakeholders, specifically, I -Care.
f. Artist shall explore concepts for the Work, within the preliminary implementation budget set forth in
Article 2.3. The budget set forth in Article 2.3 shall cover both the Work under this Agreement and
"Flight." However, artist may also propose a budget increase if necessary to make the necessary
impact on the Site.
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g. Artist shall meet and coordinate with the Project Consultant, Union Pacific Railroad, and/or TXDOT
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.
h. Artist shall present the Preliminary Partial Redesign to Project Stakeholders, specifically I -Care, 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
i. 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 Partial Redesign Deliverables.
a. 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. Preliminary Partial Redesign Deliverables shall consist of the following:
i. Two (2) Preliminary Partial Redesign 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;
ii. A narrative description of the Artist's concept, proposed materials, fabrication, and
installation methods, timeline for completion and maintenance, and anticipated annual
maintenance requirements;
iii. 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;
iv. A preliminary budget estimate, on the budget form attached hereto as Exhibit "C," for
implementation of a final design of the entire project, including the Work created under this
Agreement as well as "Flight," in an amount not exceed TWO HUNDRED FIFTY-TWO
THOUSAND ONE HUNDRED NINTY-ONE DOLLARS AND THIRTY-ONE CENTS
($252,191.31), which includes all costs for 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.
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2.4. Preliminary Partial Redesign Review.
a. Upon completion of the Preliminary Partial Redesign Deliverables, Artist shall meet with I -Care,
Project Consultant and City staff to present the Preliminary Partial Redesign, at a date and time
mutually agreed upon, for input.
b. Artist shall present the Preliminary Partial Redesign to the FWAC for review and input at a regularly
scheduled FWAC meeting.
c. After presenting to the FWAC for initial input, Artist shall meet with all Project Stakeholders,
including I -Care, City staff, and other City boards or commissions, as appropriate, to present the
Preliminary Partial Redesign, at a date and time mutually agreed upon, for input.
d. Artist shall then present the Preliminary Partial Redesign to the FWAC for approval at a regularly
scheduled FWAC meeting.
e. City shall notify Artist of its approval, or disapproval, of the Preliminary Partial Redesign within
thirty (30) business days of Artist's presentation to the FWAC.
f. If City requires any revisions to the Preliminary Partial Redesign, then City shall inform Artist of
each revision. City may require Artist to make such revisions to the Preliminary Partial Redesign 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.
g. Artist shall have thirty (30) calendar days from the date City informed Artist of the revision(s) to
present the revised Preliminary Partial Redesign in conformance with City's requirements.
h. If City disapproves of the resubmitted Preliminary Partial Redesign, any further Preliminary Partial
Redesign 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 to the Artist per the payment schedule in
Article 3 up through the date of termination. (See Article 4.4.d)
i. Upon City approval of the Preliminary Partial Redesign, any revisions made to a City -approved
Preliminary Partial Redesign shall become part of the Preliminary Partial Redesign. 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 Preliminary Partial Redesign 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.
j. Upon the expiration of the Tenn (hereinafter defined) of this Agreement, if the Preliminary Partial
Redesign is accepted by City and funding is appropriated by the Fort Worth City Council,
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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 will be an amount up to ELEVEN THOUSAND
DOLLARS AND NO CENTS ($11,000.00), which shall constitute full compensation for any and all costs
associated with the Agreement, including, but not limited to, travel expenses for two trips to Fort Worth 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.
a. 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:
i. THREE THOUSAND DOLLARS AND NO CENTS ($3,000.00) (upon execution of this
Agreement.
ii. THREE THOUSAND DOLLARS AND NO CENTS ($3,000.00) within thirty (30) calendar
days after Artist submits all of the Preliminary Partial Redesign Deliverables required under
Article 2.3 of this Agreement and makes a presentation(s) of the Preliminary Partial
Redesign to the FWAC.
iii. THREE THOUSAND DOLLARS AND NO CENTS ($3,000.00) within thirty (30) calendar
days after City's approval of the Preliminary Partial Redesign.
iv. City may pay Artist contingency funds in an amount up to TWO THOUSAND
DOLLARS AND NO CENTS ($2,000.00) for costs associated for engineering
consultation. Such payment will be made upon (i) receipt of supporting
documentation by the Contract Manager from the Artist and (ii) approval by the
Contract Manager of the additional costs.
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 "D ' for use by Artist in the fulfillment of this Agreement.
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3.4. Artist's Exnenses.
Artist shall be responsible for the payments of all expenses incurred during the performance of this
Agreement, including, but not limited to, services, materials, mailing/shipping charges and insurance on
submissions to 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.
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 tennination
b. If the termination is for the convenience of City, City shall pay Artist pursuant to the payment
provision in Article 3 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 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,
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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 pursuant to the payment provision in Article 3 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, 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 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 that Artist becomes incapable, legally or otherwise, of performing its duties and/or
obligations under this Agreement, City shall have the right to terminate this Agreement on payment
to Artist or Artist's successors for all work and services performed prior to 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 Artist's Preliminary Partial Redesign 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
for Artist s intended results and proper credit and acknowledgement shall be given to Artist.
ARTICLE 5
DISPUTE RESOLUTION
a. If either Artist or City has a claim, dispute, or other matter m 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.
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b. 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 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)
ARTICLE 6
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
6.1. General.
a. Upon payment in full to Artist or pursuant to the applicable termination provision of this Agreement,
the Preliminary Partial Redesign, Work, and all other 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 Partial Redesign and
Work. By execution of this Agreement, Artist grants to the City an exclusive, perpetual, royalty free,
and irrevocable license to graphically depict and publicly display the Preliminary Partial Redesign
and Work for any non-commercial purpose whatsoever. For purposes of this limitation, any graphic
depiction or display of the Preliminary Partial Redesign 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. In view of the intention that the Preliminary Partial Redesign and the Work be unique, Artist shall
not make any additional exact duplicate reproductions of the Preliminary Partial Redesign or the
Work nor shall Artist grant permission to others to do so except with the express written permission
of City. However, nothing herein shall prevent Artist from creating future artworks in Artist's
manner and style of artistic expression.
c. Artist reserves every right available under the Federal Copyright Act to control the making and
dissemination of copies or reproductions of the Preliminary Partial Redesign and Work, except as
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those rights are limited by this Agreement. City may make and disseminate photographs, drawings
and other two-dimensional reproductions of the Preliminary Partial Redesign and 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 Partial
Redesign and/or Work for marketing and promotional purposes in connection with the Artist's
business.
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
a. Artist represents and warrants that:
i. Preliminary Partial Redesign and Work shall be the original product of the Artist's sole
creative efforts.
ii. Preliminary Partial Redesign and Work are and will be unique and original, and does not
infringe upon any copyright or the rights of any person;
iii. Artist has not sold, assigned, transferred, licensed, granted encumbered, or utilized the
Preliminary Partial Redesign or Work or any copyright related thereto that may affect or
impair the rights granted pursuant to this Agreement;
iv. Preliminary Partial Redesign and Work (or duplicate thereof) have not been accepted for sale
elsewhere;
v. Artist has the full power to enter into and perform this Agreement and to make the grant of
rights contained in this Agreement; and
vi. 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
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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 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
a. ARTIST 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 ARTIST AND/OR ARTIST'S OFFICERS, AGENTS, EMPLOYEES,
DIRECTORS, MEMEBERS, PARTNERS, REPRESENTATIVES, SUBARTISTS AND
CONTRACTORS AND ARTIST'S SUBARTISTS' AND CONTRACTORS' RESPECTIVE
OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND
REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE,
ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT.
b. 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.
c. 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.
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
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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.
ARTICLE 10
EOUAL 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.
b. 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.
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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.
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-Partv 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. Severabilitv.
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 Mai eure.
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
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against the drafting party must not be employed in the interpretation of this Agreement or any amendments
or exhibits hereto.
11.11. Fiscal Funding Out.
If, for any reason, at any time during any term of this Agreement, the 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. Artist shall require all of its subcontractors to include in their subcontracts a right to audit in favor of
City in substantially the same form as described in this Article 11.13.
11.14. Certified MBE/WBE.
If applicable, Artist is encouraged to make its best effort to become a certified Minority Business Enterprise
(MBE) or Woman Business Enterprise (WBE) firm with a certifying agency whose certification is accepted
by the City under the City's Business Diversity Enterprise Ordinance.
11.15. Survival Provision.
The provisions contained in Articles 4.5 (Incapacity of Artist), 6 (Ownership and Intellectual Property
Rights), 7 (Warranties of Title and Copyright), 8 (Artist as an Independent Contractor), 9 (Indemnification),
and 11.13 (Right to Audit) shall survive the termination or expiration of this Agreement.
11.16. 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.
11.17. Time Extensions.
The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this Agreement.
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A It'I'IC LE 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
thereof, as the case may be, if delivered personally or sent by registered or certified nmil, return receipt
requested, postage prepaid, as Io1kvws:
1. CITY OF I"ORT WOItTI 1: Assistant City Manager
City Manager's office
City of*Fort Worth
1000 'I'hrockmorton Street, Third Floor
Fort Worth, Texas 76102
Copies to:
2, ARTIST
City Attorney
Office ot'the City Attorney
City of Fort Worth
1000 'I1irockmorton Street, Third Floor
Fort Worth, Texas 76 102
Martha Peters. Vice President, Public Art
Arts Council of Fort Worth & Tarrant County
1300 Gently Str4et
Fort Worth, Texas 76107
Dan Corson, Authorized Member
Corson Studios,
5707 2911' Avenue NE
Seattle, WA 98105
IN WITNESS HEREOF, the Parties hereto have executed this Agreement to be effective as oldie
Effective Date.
CITY I'Y OF F FORT W o R't't I
by:
Fernando Costa
Assistaint City Manager
APPROVED AS TO FORM
AND LEGALITY:
Jes . i 't Sangsvai
Assi tant City Attorney
C'C)RSC )N STUDIOS, 1., I ,.(',
by:
Dan Co % _- n
Authorized Member
Agreement with Corson Studios, L.L.C. for Preliminary Partial
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-"•••• T-
ATTESTED BY:
/M ry J. Kayse
City Secretary
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Exhibit A: "Vortex" sculpture (the subject of redesign)
Corson Studios LLC
www.corsonart.com
Hemphill / Lamar.
Total Longhorns: 18 spares 2 (for long-term maintenance)
Detail Breakdown:
18 horns with a 16' double ring
Total height: 43'
Total Width: 26'
Total Depth: 20'
Distance from ground to bottom tip of horns: 15'6"
Weight: Each 12' longhorn weighs aprox 351bs
Spacing of longhorns inside tunnel: 6 (a bit closer as they fly out)
Distance from ceiling to bottom tip of longhorns ranges from 1 5' to 4.5'
Color: Longhorns daytime: frosted white/ Night: All colors available
Ring and support pipe: light medium gray
Material: A robust UV -stable type of impact resistant acrylic used in the commercial sign
industry
Lighting: waterproof LED lighting will create patterns will shift so slowly, you will not see
the color change. However when you come back to the sculpture you will see a different
color and pattern. The system is designed for maintenance so that the LED strip can be
easily replaced in 6-10 yrs.
Hours of operation. We are expecting the lighting to turn on at dusk and off at dawn.
There is no way LEDs would be visible for this sculpture in the daytime.
Structure: 18" diam pipe 16' tall supports the 16' and 14' connected ring supports
Attachment of the longhorns to the ring supports are done in a similar system to the
hanging attachment in the tunnel
Location: in median strip 37' from the railroad bndge
5707 29th Ave NE Seattle WA 98105 / dan «corsonart.com / 206-910-5669
Agreement with Corson Studios L L C for Preliminary Partial
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Agreement with Corson Studios, L.L.C. for Preliminary Partial
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Agreement with Corson Studios L.L.C. for Preliminary Partial
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"Flight" installation (to inspire redesign of "Vortex")
Corson Studios LLC
www.corsonart.com
Hemphill / Lamar Flight" and "Vortex" Sculptures
Executive Summery
Total Longhorns: 42 + 8 spares (for long-term maintenance)
Detail Breakdown:
22 12 w under bridge
5 8' w under bridge (where ceiling is lower at end)
4 12'w `flying out beyond S. end of bridge
8 spares to be kept in storage
Weight: Each 12 longhorn weighs aprox 351bs
Weight: Each 8 longhorn weighs aprox 23 Ibs
Spacing of longhorns inside tunnel 6' (a bit closer as they fly out)
Distance from ceiling to bottom tip of longhorns ranges from 1.5' to 4.5'
Color daytime: frosted white/ Night All colors available
Material: A robust UV -stable type of impact resistant acrylic used in the commercial sign
industry
Lighting: waterproof LED lighting will create patterns will shift so slowly. you will not see
the color change. However when you come back to the tunnel you will see a different
color and pattern. The system is designed for maintenance so that the LED strip can be
easily replaced in 6-10 yrs.
Hours of operation. we are expecting the lighting to turn on at dusk and off at dawn.
Additional after installation tests will determine if we are able to turn on the lights earlier
or run them during the day. If so, it can be run longer but maintenance will be more
often (all dependent on lamp hours). This decision will be made between the City and
the Arts Council.
Structure: Custom beam clamp assembly connects the artwork to the existing bridge
beams. This assembly will allow for tight fighting w/out drilling into beams.
Beam clamps hold connecting pipes that run parallel to the roadway
Custom steel brackets attached to connecting pipes suspend the longhorns and define
the tilt.
• Post construction survey will be done in order to verify as -built dimensions. Brackets
will be fabricated afterwards to conform to the minimum clearance of 16'6" above
roadway
5707 29`"' Ave NE Seattle WA 98105 / dan@corsonart.com / 206-910-5669
Agreement with Corson Studios L.L.C. for Preliminary Partial
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Agreement with Corson Studios, L.L.C. for Preliminary Partial
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Exhibit B: Site
Hemphill Street Ci iAR- Lancaster to Vicke
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EXHIBIT "C" - BUDGET
FORT WORTH PUBLIC ART PROJECT BUDGET
Please complete this form and attach a signed recelp* or estimate complete with per unit
cods (no lump sums) tot ell items designated with an asterisk('). Cost in -Lases must
also have a written estimate attached.
ARTIST'S FEE (203.)
TRAVEL
(For artists who live more than '+) miles tram Fort Worth)
INSURANCE
ADMINISTRATIVE EXPENSES
Del kery.: ShIpping (for
Altiare
Car Rental
Par Diem Expenses at S_ per day
Mileage at $_ per mite
Autc:Hired Vehicle Liability
General Liability for Artist; Sub:cnlractcis
Worker's Comp. t Employer's Liability
Other , as applicable
PhcnwFa x
samples, mci_ts, drawings etc)
Repro graphic Service
Supplies
PROFESSIONAL CONSULTANT FEES
(It applicable, drawing must be signori and sealed by a professicnal registered to piastre
In the State of Texas)
Architect'
Shu:tural Engineer'
Elect kal Engineer'
Conservator'
Photographer (for dx-umentation of optnpfeted walk)*
Other'
MATERIALS
(Please attach a complete list of materials. Itemize ell anti: kated aspens and
o.ntronents with per unit cost estimates)
Materials' Total
Cost Increases?: Projected Increase in Cost Material) 12 Mcnths In Future
FABRICATION COSTS
(In:lode and itemtze ell portbns cl subcontracted work and wank to be wmplefed ty
artist.)
Artist's Labor (__ hours at $ pet h ui) Total
Sut:onheclelLatcn (Total)
FacilitytEquipment Rental (used ercfusively for this project; related to fatri:at on
Cost Increases?: Pta}ected Increase In Cost Fabrication 12 Months In Future
SITE PREPARATION
(Cu not inane costs covered by FWPA, City of Fort W ceth or r_.thets)
Test Dtfiling'
Remyval'
Landscaping In )gal bn'
Electrical Mcdificatbns'
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Cost Increase- Protected Inge
TRANSPORTATION
Water WoriaMechanical Devices
rather
Preparation 12 Months In Future
Materials vi Fair tenon Sit?'
Finished Wak to Installation Site'
Other
Cost Inaeas?s?: Projected Increase In Cost Transco 'Elation 12 Months In Future
BASE MOUNTING
Base
Mounting Devices end Comp: vents
Foundatbn'Fccting
Other
Ccst Increases'?: Projected Is se in Gist M untingFccting 12 Months In Future
INSTALLATION COSTS
s must Include allc'Nan:? for atter hiurs Installation, if appli:abie. Please attach a
g.letelist ofe-Tdpmentand individual estimateswhhthis (orrn)
LIGHTING
Stk•:cntracted Lan.,'
Scaffolding'
Equj:.rnent R?anal related to Installed •n'
Off,dtny PolioeSe•.utity'
Traffic Barriers'
Storage Facility Rental'
City Permits
Display Devi:es
Firers' cdIng'
Site Restoration'
Oder
n:reas?s?: Protected In.reas.:• in Gst Installation 12 Months In Future
C•ost Inge
Designers'
Fixtures'
Bulbs'
She Preceiatlon'
Insta llat CAM
Projected In:tease in Cc4t Lighting 12 Months In Future
GRAND TOTAL IIncludIng protected cost Increase, If any>
Please male any necessary notes note:
Prepared By:
Date:
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`EM't 0I•339 paw
'r: In.v.A.wet
Exhibit D: Sales Tax Exemption
Texas Sates and Use Tax Exemption Certification
This certificate doos not require a number to be valid.
Nome of purUsaser, rumor agency
City of Fort Worth
Address (Strocl d number, P.O. BoxorRouta number)
1000 Throckmorton street
Cdy, slate, ZIP code
Fort Worth, Texas 76102
Phone (Area code and number)
817.392.8325
t, the purchaser named above, claim an exemption from payment of sales and use taxes (for the purchase of taxable
items described below or on the attached order or invoice) from:
Seller All Vendors
Street address: _ __ _ ___. _._ _City, State, ZIP code:
Descripilon of Hems to be purchased or on the attached order or Invoice:
All Items
Purchaser claims This exemption for the following reason:
Governmental Municipality
t understand that I will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with
the provisions of the Tax Code andlor all applicable law.
1 understand Mantis e criminal offense to give an exemption certificate to the seller for taxable items that Iknow, at tho limo otpurchase,
wilt bo used Inn mamreroth°, than that oxprossod in this certificate, and depending on the amount of tax evaded, the offense may range
from a Class C misdemeanor to a felony of the second degree.
Purche7vr
sign
here r
C\`7f�'�p
j_cAvv t r x" Tao
Assistant Finance Director
Ogle
NOTE: This certificate cannot be Issued for the purchase, lease, or rental of a motor vehicle.
THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VAUD.
Sates and Use Tax "Exemption Numbers" or "Tex Exempt" Numbers do not exist.
This certificate should be furnished to the supplier.
Do not send the completed certificate to the Comptroller of Public Accounts.
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