HomeMy WebLinkAboutContract 44597 (2)�-
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AGREEMENT BETWEEN THE CITY OF FORT WORTH
AND SEDRICK HUCKABY FOR PRELIMINARY DESIGN OF
PUBLIC ART FOR STOP SIX TRIANGLE
This Agreement is entered into this .���i`• day of ;�E;j {;;_ , 2013, 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 authoyized Assistant City Manager, and Sedrick Huckaby, an individual, i•esiding at 1552 Roma
Lane, Foi�t Worth, Texas 76134. City has designated the Arts Council of Fort Worth and Tarrant County,
Inc., to manage this Agreement on its behal£ 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 Woi-th Code of
Oj•dinances, the Foi•t Worth Public Art Program's goals are to ci•eate an enhanced visual environment foi• Fort
Worth residents, to commemorate the City's rich cultural and ethnic divei•sity, to integrate the design work of
artists into the development of the City's capital infi�ash�ucture improvements, and to promote tourism and
economic vitality in the City through the artistic design of public spaces;
WHEREAS, public art funding for the traffic triangle at the intersection of Ramey and Stalcup was
included in the Public Art Plan for� the 2007 Critical Capital Needs Pr�ogra�n, adopted by the Fort Worth
City Council on October 26, 2010 (M&C G-17095);
WHEREAS, Fort Worth Public Art held a Stop Six Community Public Art Workshop ("Workshop")
fi•om September 30 — October 1, 2011, in order to develop public art concepts that would reveal the rich
history of the Stop Six Community and create a public gathering space for the Site;
WHEREAS, Artist, along with other artists and art teachers from Dunbar 6`h Grade Middle School,
Dunbar Middle School and Dunbar High School participated in the Workshop and developed rough concepts
for the Site;
WHEREAS, through a series of subsequent community input meetings, Artist's concept for the Site
was preferred;
Agreement Between the City of Fort Worth and Sedrick Huckaby
for Preliminary Design of Public Art for the Stop Six Triangle
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WHEREAS, on November 12, 2012, the Fort Worth Art Commission ("FWAC") recommended that
ArtisYs concept for the Site be fut�ther developed and, that another Workshop artist John Yancey develop a
Mural Plan for the exterior walls of adjacent commercial buildings and the Dunbar Middle School that would
complement Artist's concept for the Site;
WHEREAS, this Project was included in the Fort Worth Public Art Fiscal Year 2013 Annual Work
Plan and Budget, adopted by the Fort Worth City Council on October 16, 2012 (M&C C-25920) as part of
the City's agreement with the Contract Manager for administration of the public art program;
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
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ARTICLE 1
DEFINITIONS
As used iri 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
Sedrick Huckaby fot• Preliminary Design of public art for the Site.
1.2. Artist — Means and includes Sedrick Huckaby and/or his heirs, executors, administrators,
legal representatives, successors, agents, subartists, contractors and assigns.
1.3 Artwork Design — Means and includes both the Conceptual Design and Preliminary Design
of the Work, which are defined in 1.3.a. and 1.3.b. below.
1.3.a. Conceptual Design — Means all conceptual drawings, sketches, prototypes,
maquettes, models, narrative descriptions, budget estimates, and the like created by Artist in
connection with this Agreement, the Workshop, and/or any prior agreement for the Work
between the Artist and the City or far which the City was a third-party beneficiary,
including, but not limited to, the design concepts attached hereto as Exhibit "A," which are
incorporated herein by reference.
Agreement Between the City of Fort Worth and Sedrick Huckaby Page 2 of 27
for Preliminary Design of Public Art for the Stop Six Triangle
1.3.b. Preliminary Design — Means all preliminary drawings, sketches, prototypes,
1.4.
maquettes, models, narrative descriptions, budget estimates, and the like that are created by
Artist in connection with this Agreement.
Contract Manager — Means and includes the Arts Council of Fort Worth and Tarrant
County, Inc., and/or its officers, directors, employees, agents, subsidiary organizations, parent organization,
successor corporations, assigns, predecessors, stockholders, administrators, and related companies.
1.5. City — Means and includes the City of Fol�t Worth, Texas and its officers, representatives,
agents, servants, and employees.
1.6. Effective Date — Means and includes the date represented in the first paragraph of this
Agreement, which shall be the official date of execution of this Agreement.
1.7.
1.8.
Parties — Means and includes City and Artist.
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 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 traffic triangle located at the corner of Ramey and Stalcup,
which is more particularly described in E�chibit "B," attached hereto and incorporated herein by reference for
all purposes.
1.13. Worlc — 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.
Agreement Between the City of Fort Worth and Sedrick Huckaby Page 3 of 27
for Preliminary Design of Public Art for the Stop Six Triangle
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 Design of the Work and for providing the 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 shall determine the af�tistic 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.
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Artist.
d. Artist shall research the feasibility of incorporating an interactive, electronic component to the
Project and identify an artist or consultant to participate in final design.
e. 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.
f. Artist shall explore concepts for the Work, within the preliminary implementation budget set forth in
Article 2.3.
g. Artist shall meet and coordinate with City staff 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 and to avoid existing easements.
h. Artist shall present the Preliminary Design to Project Stakeholders and the appropriate City staff at
dates and times mutually agreed upon and other City boards or commissions, as appropriate, for
input and to the FWAC for review and subsequent approval determination at regularly scheduled
meetings.
Agreement Between the City of Fort Worth and Sedrick Huckaby Page 4 of 27
for Preliminary Design of Public Art for the Stop Six Triangle
i. Artist shall provide input to artist John Yancey on the mural plan being created for walls on adjacent
commercial buildings and the Dunbar Middle School.
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. Preliminar�gn Deliverables
a. Within three (3) months after the Effective Date, Artist shall provide services and all supplies,
materials, and equipment necessaiy to provide certain deliverables, as set forth in this Article 2.3 to City for
approval. Preliminary Design Deliverables shall consist of the following:
i. 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.
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 Work in an amount not exceed $124,281.00, 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.
v. 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.
Agreement Between the City of Fort Worth and Sedrick Huckaby
for Preliminary Design of Public Art for the Stop Six Triangle
Page 5 of 27
2.4. Preliminary Design Review.
a. Upon completion of the Preliminary Design Deliverables, Artist shall present the Preliminary Design
to the FWAC for review and input at a regularly scheduled FWAC meeting.
b. After presenting to the FWAC for initial input, Artist shall meet with the designated Project
Stakeholders, City staff, and other City boards or commissions, as appropriate, to present the
Preliminaly Design, at a date and time mutually agreed upon, for input.
c. Ar�tist shall then present the Preliminary Design to the FWAC for approval at a regularly scheduled
FWAC meeting.
d. City shall notify Ar�tist of its approval, or disapproval, of the Preliminary Design within thirty (30)
business days ofthe FWAC's determination.
e. If City disapproves of the Preliininary T)esign; PithPr in Whn�P pr in par•t� rhPp r;ft, �r�» infnrm n �-r��t
of each revision to be made to the Preliminary Design. City may require Artist to make such
revisions to the 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 ha�ing jurisdiction over the Site for reasons of safety and security.
f. 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.
g. 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)
h. Upon City approval of the Preliminary Design, any revisions made to a City-approved Preliminaiy
Design shall become part of the 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
Agreement Between the City of Fort Worth and Sedrick Huckaby Page 6 of 27
for Preliminary Design of Public Art for the Stop Six Triangle
provide the 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.
i. Upon the expiration of the Term (hereinafter defined) of this Agreement, if the Preliminary Design is
accepted by City and funding is approp�•iated 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 EIGHT THOUSAND DOLLARS AND N
CENTS ($8,000.00), which shall constitute full compensation for any and all costs associated with the
Agreement, including 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. Pavment Schedule
a. City agrees to pay Artist in the following installments set foi�th below, each instaliment to represent
full and final, non-refundable payment for all services and materials provided prior to the due date thereof:
i. Two Thousand Dollars and No Cents ($2,000.00� upon execution of this Agreement.
ii. Four Thousand Dollars and No Cents ($4,000.00) within thii�ty (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 the Preliminary Design to the FWAC for
approval.
iii. Two Thousand Dollar and No Cents ($2,000.00� within thirty (30) calendar days after City's
approval of the Preliminaiy Design.
Agreement Between the City of Fort Worth and Sedrick Huckaby Page 7 of 27
for Preliminary Design of Public Art for the Stop Six Triangle
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 Ai�tist in the fulfillment of this Agreement.
3.4. Artist's Expenses.
Artist shall be responsible for the paytnents 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 tra�el, and costs for Artist's agents, consultants,
and/or employees necessary for the proper performance of the services required under this Agreeinent.
RTICLE 4
TFRM ANi� TFRMTNATT(1N
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 Pai�ties shall first attempt to resolve any disputes arising from this Article 4.3 in accordance with the
dispute resolution process set forth in Articie 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
Agreement Between the City of Fott Worth and Sedrick Huckaby Page 8 of 27
for Preliminary Design of Public Art for the Stop Six Triangle
provision shall not relieve the party in default of any liability for damages resulting fi•om a breach or a
violation of the terms of this Agreement.
4.4. Termination for Convenience
a. The services to be performed undet• this Agreement may be terminated by either party, subject to
written notice submitted thirty (30) calendar days before 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.
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 unfnished
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 Ai�tist, City shall ha�e 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 h•ansfer 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
Agreement Between the City of Fort Worth and Sedrick Huckaby
for Preliminary Design of Public Art for the Stop Six Triangle
Page 9 of 27
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 Artist's Preliminaiy Design have been approved, in the event of tei-�nination 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 t•esults and proper credit and acknowledgement shall be given to Ai�tist. This
proviSi�n sha�ll st�rvive the ter�mitiatinn nr Pxpiratir�n pf t}��c AbP?PInP�:.
ARTICLE 5
DISPUTE RESOLUTION
If either Artist or City has a claim, dispute, or other matter in question far 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 party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both
parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other
reasonable ineans 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 r•epj•esentatives of both pa��ties in accordance with Chapter 154 of the Texas Civil Practice and
Remedies Code and Chapter 2009 of the Texas Governtnent Code, then in effect. Request for mediation shall be
in writing, and shall request that the mediation commence not less thau fifteen (15) or more than forty-five (45)
Agreement Between the City of Fort Worth and Sedrick Huckaby Page 10 of 27
for Preliminary Design of Public Art foj• the Stop Six Triangle
calendar days following the date of request, except upon Agreement of the Parties. In the event City and At�tists
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 ha�e occurred. The Parties shall share the mediator's fee and any filing fees equally. Venue for
any mediation or lawsuit arising under this Agreement shali be in Tarrant County, Texas. Any agreement
reached in mediation shall be enfarceable as a settlement agreement in any coui�t having jut•isdiction. 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 a�ailable under law regarding the dispute. (See Al�ticle 4.3)
ARTICLE 6
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
6.1 General
a.
0
Upon payment in full to Artist or pursuant to the applicable termination provision of this Agreement,
the Artwark Design, 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 Artwork Design and Work. By
execution of this Agreement, Artist grants to the City an exclusive, perpetual, royalty free, and
irrevocable license to graphically depict or display the Artwork Design and Work for any non-
commercial purpose whatsoever. For purposes of this limitation, any graphic depiction or display of
the Artwork Design and 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.
In view of the intention that the Artwork Design and the Work be unique, Artist shall not make any
additional exact duplicate reproductions of the Artwork Design or the Work, nor shall Artist grant
permission to others to do so except with the express written permission of City. However, nothing
Agreement Between the City of Fort Worth and Sedrick Huckaby Page 11 of 27
for Preliminary Design of Public Ai�t for the Stop Six Triangle
herein shall prevent Artist from creating future artworks in Artist's manner and style of artistic
c.
d.
e.
expression.
Artist reserves every right available under the Federal Copyt�ight Act to control the making and
disseinination of copies or reproductions of the At�twork Design and Work, except as those rights a►•e
litnited by this Agreement. City may make and disseminate photographs, drawings, and other two-
dimensional reproductions of the Artwork Design 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 fonn: "�O date, Artist's name."
Nothing in this Agreement shall prevent the Artist from using images of the Artwork Design and
Work for tnarketing and promotional purposes in connection with the Artist's business.
�',i_1y iS n�t rP.gr��ngil�la fnr all� thlPrl_r��Y':�� i?1fC:T:�TP�T:�T:t ^: �2'�'.St�S C.^,YjT;:g�:� al1C: tiC� T'�S�',^vliSi�'iiC lvi
protecting the intellectual property rights of Artist
6.2 Ai�tist's Address.
Artist shall notify City of changes in Artist's address as set foi�th 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 t•easonable 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.
ii.
A��twork Design and Work shall be the original product of the Artist's sole creative efforts.
Artwork Design and Work is 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
Artwork Design and Work or any copyright related thereto that may affect or impair the rights
granted pursuant to this Agreement;
Agreement Between the City of Fort Worth and Sedrick Huckaby Page 12 of 27
for Prelimina►y Design of Public Art for the Stop Six Triangle
iv. Artwork Design and Work (or duplicate thereo fl ha�e not been accepted for sale elsewhere;
v. Artist has the full power to enter into and per•form 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 wark and services hereunder as an independent contractor, and not as an
offcer, agent, servant or employee of City. Artist shall have exclusive control of, and the exclusive right to
control the details of the work perfor•med hereunder, and all persons performing same, and sllall be solely
responsible for the acts and omissions of his/her officer•s, agents, employees, and subcontractors. Nothing
herein shall be consh•ued 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 indemnitv
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, DEATI� 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 ACTS,
ERRORS, OR OMMISSIONS OF ARTIST AND/OR ARTIST'S SUBARTISTS AND CONTRACTORS
AND THEIlZ RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS,
Agreement Between the City of Fort Worth and Sedrick Huckaby Page 13 of 27
for Preliminary Design of Public Art for the Stop Six Triangle
PARTNERS, AND
PERFORMANCE,
AGREEMENT.
REPRESENTATIVES IN CONNECTION WITH THE EXECUTION,
ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS
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
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
Ai�tist without the appropriate licenses or permission being secured by Al-tist 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 At�tist.
9.3. Survival
All indemni�cation provisions of this Agreement shall survive the termination or expiration of this
Agreement.
Agreement Between the City of Fort Worth and Sedrick Huckaby Page 14 of 27
for Preliminary Design of Public Art for the Stop Six Triangle
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.
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.
113. 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 pai�ty 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.
Agreement Between the City of Fort Worth and Sedrick Huckaby Page I S of 27
for Preliminary Design of Public Art for the Stop Six Triangle
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 Not�thern District of Texas — Fort Wortl� 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 het•eof 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.
1 1,7, Nc� T'hit•�l-Party �apaf �la�•iag
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.
ll.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 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;
govet•nmental i•estrictions, regulations, or interferences; fires; strikes; lockouts, national disasters; riots;
material or labor restrictions; transpoi�tation problems; or any other circumstances which are i•easonably
beyond the control of the pat•ty 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 fi�otn doing or performing the same dut�ing such period of delay, so
Agreement Between the City of Fort Worth and Sedrick Huckaby Page 16 of 27
for Preliminary Design of Public A►�t for the Stop Six Triangle
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. Conh•act 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 tllat any ambiguities are to be resolved
against the drafting party must not be employed in the interpretation of this Agreement or auy amendments
or exhibits hereto.
11.11. Fiscal Fundulg Out
If, for any reason, at any time during any term of this Agreement, the Fort Worth City Council fails to
appropriate fiinds sufficient for the City to fulfill its obligations under this Agi•eement, 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 Agreetnent 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. Notwitllstanding anything to the contrary herein, this Ai•ticle shall survive expiration or earlier
termination of this Agreement.
Agreement Between the City of Fort Woi•th and Sedrick Huckaby Page 17 of 27
for Preliminary Design of Public Ai�t for the Stop Six Triangle
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 6(Ownership and Intellectual Property Rights), 7(Warranties of Title
and Copyright), 8(Artist as an Independent Contractor), and 9(Indetnnification) shall sur•vive the
termination or expiration of this Agreement.
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 cioct�ments helcl hy City arP �iih�Pr_.t t� rlis�ingiirP �inrlPr (`har�tar $57 pf t1ZP Taxag (T��,P2'2?:TlPrit r��P.
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 cout�t of competent
jurisdiction, City will notify Artist prior to disclosure of such documents, and give Artist the opportunity to
subinit reasons foz• 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 tnanagement 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 ArtisYs information in the satne manner and to the same degree it protects its
own proprietary infortnation; however, City does not guarantee that any information deemed propt•ietary 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
Agreement Between the City of Fort Worth and Sedrick Huckaby Page 18 of 27
for Preliminary Design of Public Ai�t for the Stop Six Triangle
�
This Agreement may be �ecuted in several counterparts, each of wIuch will be deemed an originat, but aII
of which together will consritute one and the same instrument. A signature received via facsimile or
electranicalIy via email shati be as Iegally binding for alI purposes as an originat signature.
11.18. Time Extensions
The Parties may agree, in writing, to eactend or modi£y any of the time deadlines set forth in this Ageement.
ARTICLE 12
O CES
Al! notices, requests, demands, and other communications wbich are required or permitted to be given under
this Agresment shall be in writing and shall be deemed to have been duly given upan the delivery or receipt
thereo� as the case may be, if delivered personally ar sent by registered or certified mail, rehun receipt
requested, postage prepaid, as follows:
1.
CITY �F F�RT WURTH:
Fernando Costa, Assistant City Manager
City Manager's Oi�ce
City ofFort Worth
1000 Throckmorton Street, Third Floor
Fort Wordi, Texas 961U2
z.
Copies to: Sarah Futlenwider, City Attomey
O�ce of ihe City A�torney
City of Fort Worth
1000 Throdanorton Street, Third Floor
Fort Worth, Texas ?fi IO2
Martha Peters, Vice President - Pubiic Art
Atts Council of Fort Worth & Tarrant County
1300 f endy Street
Fort Worth, Te�s 761Q7
ARTIST Sedrick Huckaby
1352 Roma Lane
Fort Worth, TX 76134
IN WITNESS HEItEC?F, the Parties hereto have executed tlus Agreement as of the Effective Date.
CITY OF F4RT WORTH
by:
Feraando Costa
Assistant City Manager `
Agceement $etween the City of �ort Worth and Sedrick Huckaby Page 19 of 37
for preliminaty Design vf Publi� Art fot the Stop Six Ttiangte
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
electr•onically 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 1
NOTICES
All notices, requests, demands, and other communications which are requu�ed or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been duly given upon the deliveiy or receipt
thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt
requested, postage prepaid, as follows:
1
CITY OF FORT WORTH
Copies to:
ARTIST
Martha Peters, Vice President - Public Art
Arts Council of Foi�t Worth & Tarrant County
1300 Gendy Sh�eet
Fort Worth, Texas 76107
2.
Fernando Costa, Assistant City Manager
City Manager's Office
City of Fort Worth
1000 Throckmorton Street, Third Floor
Fort Worth, Texas 76102
Sarah Fullenwider, City Attorney
Office of the City Attorney
City of Fort Worth
1000 Throckmorton Street, Thit•d Floor
Fort Worth, Texas 76102
Sedrick Hucicaby
1552 Roma Lane
Fort Worth, TX 76134
IN WITNESS HEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
CITY OF FORT WORTH
by:
�
Fernando Costa
Assistant City Manager
ARTIST
Sedrick Hucicaby
Agreement Between the City of Fort Worth and Sedrick Hucicaby Page 19 of 27
for Preliminary Design of Public Art for the Stop Six Triangle
APPROVED AS TO FORM
AND LEGALITY:
Z -� �
TyIer F. W��h�
Assistant Cify Attorney
ATTESTED BY:
�
Mary J. Kaj�s'e
City Secretary
.1�'�A'H.'x-�.
r f'� � a� �,.
�4�.
�
Contract Authorization:
M&C — No M&C Required
Agreement Between the City of Fort Worth and Sedrick Huckaby
for Preliminary Design of Public Art for the Stop Six Triangle
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Exhibit A: Conceptual Design
Agreement Between the City of Fort Worth and Sedrick Huckaby Page 21 of 27
for Preliminary Design of Public Art for the Stop Six T►•iangle
Exhibit B: Site
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Agt•eement Between the City of Fort Worth and Sedi•ick Huckaby Page 23 of 27
for Preliminary Design of Public A��t for the Stop Six Tciangle
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Agreement Between the City of Foi•t Worth and Sedrick Huckaby Page 24 of 27
for Preliminaiy Design of Public A��t for the Stop Six Triangle
ARTIST'S FEE
TRAVEL
{For ariists who iive more ihan 50 miles from Fort Worth)
Air/are
Car Rental
Per Diem Expenses at S_ per day
Mileage at $__ per mile
INSURANCE
AutolHired Vehicie Liability
General Liabiliiy for Artist / Subconlractors
Worker's Comp, ! Employer's Liability
Oiher, as applicable
ADMINISTRATIVE EXPENSES
PhonelFax
Delivery/5hipping (for correspondence, sampies, models, drawings etc)
Reprographic Service
Supp�ies
PROFESSIONAL CONSULTANT FEES
(if applicabie, drawing musl be signed and seated by a professianal registered to practice
in the State of Texas)
Architect"
Siructurai Engineer'
Electrical Engineer'
Conservator`
Photogrepher (for documentation of completed work)`
Other'
MATERIALS
(Please atlach a compiete iist of materials. Itemize all anticipated aspects and
components with per unit cost estimates)
Materials" Total
FABRICATION COSTS
(include and itemize all poriions of subcontracted work a�d work ro be completed by
artist. )
AhisCs Labor (_ hours at $_ per hour) Total
Subcontracted LaboP (Total)
Faciiity/Equipment Rentai (used exciusively for this project) related to fabrication
SITE PREPARATION
(Oo �ot include costs covered by FWPA, City of Fort Worth or others)
Test Driiling'
Removal`
landscaping/irrigatian`
Electricai Modifications"
Water Work/Mechanical Devices
Oiher'
(Revised May 2011)
Agreement Between tlie City of Fort Worth and Sedrick Huckaby Page 25 of 27
for Preliminary Design of Public Art for the Stop Six Triangle
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Agreement Between the City of Fort Worth and Sedrick Huckaby Page 26 of 27
for Preliminary Design of Public Art for the Stop Six Triangle
Exhibit D: Sales Tax Exemption
rF�,.�s c.����������c�.�r�: +n�• r:�;�;���r�c��
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Agreement Between the City of Fort Woi�th and Sedrick Huckaby Page 27 of 27
foi• Preliminary Design of Public Ai�t for the Stop Six Triangle