HomeMy WebLinkAboutContract 44810 (2)CIiY SECRETAEtY j �� , � i
COIVTRACT N0. ` , �� �_�� -
AGREEMENT BETWEEN THE CITY OF FORT WORTH
AND JOHN CHRISTENSEN FOR PRELIMINARY DESIGN OF PUBLIC ART FOR HISTORIC
HANDLEY URBAN VILLAGE
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This Agreement is entered into this r l; day of :, �`, :, ;`,-� �;� , 2013, by and between the City of Fort
Worth, a hoine-rule inunicipal corporation of the State of Texas, acting by and through Fernando Costa, its duly
authorized Assistant City Manager, and John Christensen, an individual who works at 500 W St Elino, Austin,
Texas 78745. 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 tluough its designated project inanager.
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 enviromnent for Fart Worth residents,
to commeinoi•ate the City's rich cultural and ethnic divei•sity, to integrate the design woi•k of Artist into the
development of the City's capital iufi•astcucture iinproveinents, and to proinote tourisin and econoinic vitality in
the City tlu•ough the Artistic design of public spaces;
WHEREAS, the City is currently designing street, sidewalk, and streetscape improvements in the 6400-
6600 blocks of East Lancaster Avenue, the Historic Handley Urban Village (between Forest and Handley);
WHEREAS, the Fort Worth Art Commission ("FWAC") recommended funds for an artwork foc the Site
fi•oin the Specially Funded Capital Projects Fund (the Public Art Fund);
WHEREAS, the Projeet was included in the Fiscal Year 2013 Annual Work Plan and Budget, adopted
by the Fort Worth City Council on October 16, 2012 (M&C G25920) as part of the City's agreement with the
Contt•act Manager for administration of the public art program;
WHEREAS, Artist was competitively selected tlu-ough a process outlined in the Fort Worth Public Art
Master Plan conducted by the Contract Manager with oversight of the FWAC;
WHEREAS, the FWAC unaniinously approved the artist selection panel's recoirunendation of the Artist
on June 10, 2013;
WFIEREAS, the FWAC has recoinmended that P.rtist, in coardination with City and the City's Project
Consultant, be retained to design perinanent, functional artwork for the Site that will consist of a series of
benches, planters and/or other amenities; and
WFIEREAS, City and Artist wish to set out the terms and conditions under which said Work shall be
designed to promote the integrity of Ai•tist'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
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� As used in this Agreement, the following terms shall have the meanings as set forth below:
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1.1. Agreement — Means and includes this agreeinent between the City and Artist for Preliininary
Design of Public Art for the Site.
1.2. Artist — Means and includes John Christensen and/or his heirs, executors, administratars, legal
representatives, successors, agents, subartists, contractors, and assigns.
1.3. City — Means and includes the City of Fort Worth and its ofiicers, representatives, agents, servants,
and employees.
1.4. Contract Manager — Means and includes the Arts Council of Fort Worth and Tarrant County, Inc.,
and/or its officers, directors, einployees, agents, subsidiary organizations, parent organization, successor
corporations, assigns, predecessors, stocicholders, adininistrators, and related companies.
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 Agreelnent.
1.6. Parties — Means and includes City and Artist.
1.7. Preliminary Design — Means all preliminary drawings, sketches, prototypes, maquettes, inodels,
narrative descriptions, budget estimates, and the like that are created by Artist in connection with this Agreement
and/or any prior agreement between Artist and City far the Work.
1.8. Preliminary Design Deliverables — Means and includes those items set forth in Article 2.3 of this
Agreement that Artist is required to submit to City for review and approval.
1.9. Project — Means and includes the capital improvementlpublic 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 District 8 Fort Worth City Council Member and
her appointed corrununity representatives, the Fort Worth Art Commission's appointed representative, and others
as may be appropriate.
1.11. Project Consultant — Means and includes the design �rm/professional(s) hired by Ciry to design
the Site.
1.12. Site — Means and includes Historic Handley Urban Village, 6400-6600 East Lancaster Avenue
(between Forest and Handley) in Fort Worth, Texas, 76112, which is more particularly described in Exhibit "A,"
attached hereto and incorporated herein by reference for all purposes.
1.13. Work — Means and includes the finished object(s) of art and design that are the subject of this
Agreement, or any intermediary stage of completion of such work.
ARTICLE 2
SCOPE OF SERVICES
2.1. General.
Agreement witli John Clu-istensen for Prelimina�y Design of Public Artwork for Historic Handley Urban Village 2 of 20
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(a) Artist shall perfarm all services and will furnish all supplies and inaterials as necessary for developing the
Preliininary Design of the Work. 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, colar, size, material, and texture of the Work,
subject to review and input from Project Stakeholders and approval by City as set forth in this Agreeinent.
(c) The specific location at the Site where the Work will be installed shall be mutually agreed upon by City and
Artist.
(d) Artist, upon request of Contract Manager, shall provide information and/or attend meetings with appropriate
City staff for purposes of risk assessment, safety review, sighting of the Work, and permitting.
(e) Prior to commencing work on the Preliminary Design, Artist shall meet with and seek input from Project
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( fl Artist shall explore concepts far the Work within the implementation budget set forth in Article 2.3.
(g) Artist shall design a meaningful, functional, and unique Work that shall take the farm of a series of
benches,planters and/or other amenities.
(h) Artist's Preliminary Design shall include preliininary dimensions of the Work
(i) Artist shall meet and coardinate with the City, City's Project Consultant, Project Stakeholders and others, as
necessary, to discuss quantities and locations for the benches andlor planters and to avoid duplication of the
City's planned planters/furnishings.
(j) Artist shall present the Preliininary Design to Project Stakeholders, the appropriate City staff, and other City
boards or coinmissions, as appropriate, for input and to the FWAC for review, input and approval at dates
and tiines mutually agreed upon.
(k) Artist shall make two trips to Fort Warth, 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. Citv 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. Preliininary Desi�n 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 Design Deliverables shall consist of the following:
i. 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;
Agreement with John Christensen for Preliminaiy Design of Public Artwork for Historic Handley Urban Village 3 of 20
ii. A narrative description of the Artist's concept, proposed materials, fabrication, and installation
inethods, tiineline for completion and maintenance, and anticipated annual maintenance
requirements;
iii. Installation diagram, including approximate weight of the Wark and proposed attachment inethod(s);
and
iv. A preliminary budget estimate, on the budget form attached hereto as Exhibit "B," for
impleinentation of a final design of the Work in an ainount not to exceed FORTY FIVE
THOUSAND DOLLARS AND NO CENTS ($45 000.00� reflecting total costs and inclusive of
actisYs fees, travel, materials, labor, fabrication, transportation, construction, insurance, installation,
and all associated costs for the Work.
2.4. Preliminary Desi�n 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 ineeting.
(b) After presenting to the FWAC for input, Artist shall meet with the designated Project Stakeholders, City
staff, and other City boards or coimnissions, as appropriate, to present the Preliininary Design, at a date and
time mutually agreed upon, for input.
(c) Artist shall then present the Preliininary Design to the FWAC for approval at a regularly scheduled FWAC
meeting.
(d) City shall notify Artist of its approval, or disapproval, of the Preliminary Design within thirty (30) business
days of Artist's presentation to the FWAC.
(e) If City disapproves of the Preliininary Design, either in whole or in part, then City shall inforin Artist of each
revision to be made to the Preliminary Design. City inay require Artist to make such revisions to the
Preliininary Design as City deems necessary in its sole discretion and/or far the Work to coinply with
applicable statutes, ordinances, or regulations of any governmental regulatory agency having jurisdiction
over the Site for reasons of safety and security.
( fl Artist shall have thirty (30) calendar days froin 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 inutual agreeinent 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 tlus Agreement will automatically terminate, with
payinent 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 Preliininary Design
shall becoine part of the Preliminary Design. Artist shall incorporate any City-approved revisions into the
Agreeinent witl� John Christensen for Preliminary Design of Public Aitwork for Historic Handley Urban Village 4 of 20
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 Design
presentation inaterials 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 de�ned) of this Agreeinent, if the Preliminary Design is
accepted by City, negotiations for final design of the Work shall commence, which shall become part of the
deliverable under any potential artwork coimnission contract.
ARTICLE 3
COMPENSATION AND PAYMENT SCHEDULE
3.1. Compensation
Total compensation to Artist under flie Agreement shall be FIVE THOUSAND DOLLARS AND NO CENTS
{�5,000.00), which shall constitute full compensation for any and all costs associated with t11e Agreement,
including, but not liinited to all travel expenses, and services performed and materials furnished by Artist under
this Agreement. Artist and City may amend this Agreement to allow for additional payment if additional services
are required.
3.2. Pavment Schedule
(a) City agrees to pay Artist in the following installinents set forth below, each installinent to represent full and
final, non-refundable payment for all services and materials provided prior to the due date thereof:
i. ONE THOUSAND FIVE HIJNllRED DOLLARS AND NO CENTS ($1,500.00) upon execution
of this Agreement.
ii. TWO T�IOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($2,500.00) within thirty
(30) calendar days after Artist submits all of the Preliminary Design Deliverables required under
Article 2.3 of this Agreement and makes a presentation(s) of the Preliininary Design to the FWAC.
iii. ONE THOUSAND DOLLARS AND NO CENTS ($1,000.00) within thirty (30) calendar days after
City's approval of the Preliininary Design.
.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 "C," for use by Artist in the fulfillment of this Agreement.
3.4. Artist's Expenses
Artist shall be responsible for the payments of all expenses incurred during the perforinance of this Agreement,
including, but not liinited to, services, inaterials, inailing/shipping charges and insurance on submissions to City,
Agreement with John Clu•istensen for Preliminary Design of Public Artwork for Historic Handley Urban Village 5 of 20
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
Tl�is Agreeinent shall be in effect fi•om the Effective Date, and, unless terininated earlier pursuant to such
provisions in this Agreeinent, shall extend until final payinent to Artist by City.
4.2. Gratuities
City may cancel this Agreeinent if it is found that gratuities in the form of entertairunent, 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 treatinent with respect to the awarding, amending, or making of any
deterininations with respect to this performance of this Agreeinent.
4.3. Termination for Cause
If either party to this Agreement shall fail to fulfill their obligations in accordance with the terins of this
Agreement, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement,
then the Parties shall �rst 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 Agreeinent may be terminated by either party, subject to written
notice submitted thirty (30) calendar days before terinination.
(b) If terinination 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 unfinished drawings, sketches, photographs, models, and designs, up to the
effective date of termination, provided that no right to fabricate or execute the Work shall pass to City.
(c) If terinination is for the convenience of Artist, Ciry shall have the right, in its sole discretion, to pay Artist for
services actually rendered up to the effective date of termination or require the Artist to remit to City a sum
equal to all payments (if any) made to the Artist pursuant to this Agreement prior to the effective date of
terinination. If City chooses to pay Artist for services actually rendered, tlien all work product produced by
Agreement with John Christensen for Preliminary Design of Public Artwork for Historic Handley Urban Village 6 of 20
Artist under this Agreement, including, but not limited to, finished and unfinished drawings, sketches,
photographs, models, and designs, up to the effective date of terinination shall become property of City.
(d) If termination is by mutual agreement of the Parties as set forth in Article 2.4, then City shall pay Artist for
work performed per the payment schedule in Article 3 up through the date of termination. City shall have the
right to possession and transfer of all work product produced by Artist under this Agreement, including, but
not limited to, finished and unfinished drawings, sketches, photographs, inodels, and designs, up to the
effective date of tennination
4.5. Incapacit�of Artist
(a) In the event of Artist's death or Artist becoming physically or legally incapacitated during the term of this
Agreeinent, City shall have the right to terminate this Agreeinent on payment to A�•tist or ArtisYs successors
for all work and services performed prior to death or incapacity. All work product produced by Artist,
including, but not liinited to, finished and unfinished drawings, sketches, photographs, inodels, and designs,
up to the effective date of termination shall become property of City.
(b) Shoald ArtisYs Preliminal•y Design 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 acknowledgeinent shall be given to Artist. This provision shall survive the
termination or expiration of this Agreement.
ARTICLE 5
DISPUTE RESOLUTION
(a) If either Artist or City has a claiin, dispute, or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement, the Parties shall first attempt to resolve these
issues through this dispute resolution process. The disputing party shall notify the other party in writing as
soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the
dispute and list the 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 einail, mail, phone conference, in person
ineetings, or other reasonable means to resolve any claim, dispute, breach, or other inatter in question that
inay arise out of or in connection with this Agreement.
(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 may submit the matter to non-binding inediation upon written consent of the
authorized representatives of both parties in accordance with Chapter 154 of the Texas Civil Practice and
Remedies Code and Chapter 2009 of the Texas Government Code, then in effect. Request for mediation
shall be in writing, and shall request that the mediation cominence not less than fifteen (15) or more than
forty-�ve (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 inutually agreed
Agreement with John Christensen for Preliminary Design of Public Artwork for Historic Handley Urban Village 7 of 20
mediatar 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 Agreeinent 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 iminunity or defense. No
provision of this Agreement constitutes consent to sue. If the Parties cannot resolve the dispute tlu•ough
inediation, 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 1NTELLECTUAL PROPERTY RIGHTS
6.1 General
(a) Upon payment in full to Artist or pursuant to the applicable termination provision of this Agreement, the
Preliminary Design, Work, and all other work product under this Agreeinent shall becoine 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 Preliininary Design and/or Work. By execution of this Agreeinent,
Artist grants to the City an exclusive, perpetual, royalty free, and irrevocable license to graphically depict or
publicly display the Preliminary Design and/or Work for any non-cormnercial purpose whatsoever. For
purposes of this liinitation, any graphic depiction or display of the Preliminary Design and/or Work intended
to proinote 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-coimnercial
purpose.
(b) In view of the intention that the Preliininary Design and the Work be unique, Artist shall not inake any
additional exact duplicate reproductions of the Preliminary Design ar 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 fi•om 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 Design and/ar Work, except as those rights are limited by this
Agreement. City inay inake and disseminate photographs, drawings, and other two-dimensional
reproductions of the Preliininary Design and/ar Work and accoinpanying inaterials 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 froin using images of the Preliminary Design and/or Work
for inarketing and promotional purposes in connection with the Artist's business.
Agreement with John Christensen for Preliminaiy Design of Public Artwork for Historic Handley Urban Village 8 of 20
(e) City is not responsible for any third-party infringeinent of Artist's copyright and not responsible for protecting
the intellectual property rights of Artist.
6.2 Artist's Address.
Ai•tist shall notify City of changes in Artist's address as set forth in Article 12. The failut�e to do so, if such
failure prevents City fi•oin locating Artist, shall be deeined 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 Design and/or Work shall be the original product of the Artist's sole creative efforts.
ii. Preliininary Design and/or Wark is and will be unique and original, and does not infi•inge upon any
copyright or the rights of any person;
iii. Artist has not sold, assigned, transferred, licensed, granted, encumbered, or utilized the Preliminary
Design and/or Work or any copyright related thereto that may affect or impair the rights granted
pursuant to this Agreeinent;
iv. Preliminary Design and/or Work (or duplicate thereo� 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 Agreeinent; and
vi. All services perforined hereunder shall be performed in accordance with all applicable laws,
regulations, ordinances, etc., and with all necessary care, skill and diligence.
ARTICLE 8
ARTIST AS INDEPENDENT CONTRACTOR
Artist shall perform all work and services hereunder as an independent contractor, and not as an officer, agent,
servant or employee of City. Artist shall have exclusive control of, and the exclusive right to control the details of
the work performed hereunder, and all persons perfarming same, and shall be solely responsible for the acts and
oinissions of his/her officers, agents, employees, and subcontractars. 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
INDEMNIF'ICATION
9.1. GeneralIndemnitv
(a) ARTIST COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD
HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY FROM AND AGAINST ANY AND
Agreement with John Christensen for Prelimina�y Design of Public Artwork for Historic Handley Urban Village 9 of 20
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 NATIJItE, 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 W�IICH
RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM ANY ACTS,
ERRORS, OR OlVIlVIISSIONS OF ARTIST AND/OR ARTIST'S SUBARTISTS AND
CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS,
MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH TAE
EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF
TffiS AGREEMENT.
(b) Artist agrees to and shall release City froin any and all liability for injury, death, dainage, 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 saine forin 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 liinited 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,
iinplied 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 perinission being secured by Artist in advance. IT IS FURTHER AGREED THAT
ARTIST S�IALL 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 COPYRIGAT VIOLATION OR OTHER LACK OF
OWNERSHIP, AUTHORSHIP, OR ORIGINALITY. City expressly assumes no obligation to review or
obtain appropriate licensing and all such licensing shall be the exclusive obligation of Artist.
9.3. Survival
Agreement with John Christensen for Preliminary Design of Public Aitwork for Historic Handley Urban Village 10 of 20
All indemnification provisions of this Agreement shall survive the termination or expiration of this
Agreement.
ARTICLE 10
EQUAL OPPORTUNITY
(a) Artist shall not engage in any unlawful discriinination based on race, creed, color, national origin, sex, age,
religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in any
einployment decisions relating to this Agreeinent, and Artist represents and warrants that to the extent
required by applicable laws, it is an equal opportunity employer and shall coinply 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 ll
MISCELLANEOUS
11.1. Com lip ance
Artist shall comply with all Federal, state, and local statutes, ordinances, and regulations applicable to the
perforinance of Artist's services under this Agreement.
11.2. Entire Agreeinent
This writing embodies the entire agreement and understanding between the Parties hereto, and there are no other
agreeinents and understandings, oral or written, with reference to the subject inatter hereof that are not merged
herein and superseded hereby.
11.3. Amendments
No alteration, change, inodification, or ainendment of the terms of this Agreeinent shall be valid or effective
unless made in writing and signed by both parties hereto and approved by appropriate action of City.
11.4. Waiver
No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent default
of any terms, covenants, and conditions of this Agreement. The payment or acceptance of fees for any period
after a default shall not be deeined a waiver of any right or acceptance of defective performance.
11.5. Governin� 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 Agreeinent shall be construed in accordance with
the laws of the State of Texas.
11.6. Successors and Assigns
Agreement with John Clu�istensen for Preliminary Design of Public Artwork for Historic Handley Urban Village 1 I of 20
Neither party hereto shall assign, sublet, or transfer its interest herein without prior written consent of the other
party, and any atteinpted assignment, sublease, or transfer of all or any part hereof without such prior written
consent shall be void. This Agreeinent shall be binding upon and shall inure to the benefit of City and Artist and
their respective successors and permitted assigns.
11.7. No Third-Party Beneficiaries
The provisions and conditions of this Agreeinent 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 Majeure
It is expressly understood and agreed by the Parties to this Agreeinent that, if the perforinance of any obligations
hereunder is delayed by reason of war; civil coimnotion; acts of God; incleinent weather; govermnental
restrictions, regulations, or interferences; fires; strikes; lockouts, national disasters; riots; inaterial or labor
restrictions; transportation problems; or any other circuinstances 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 siinilar 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 requireinent shall be extended for a period of tiine equal to the period such party was
delayed.
11.10. Contract Construction
The Parties acknowledge that each parry and, if it so chooses, its counsel, have reviewed and revised this
Agreement and that the norinal rule of construction to the effect that any ainbiguities are to be resolved against
the drafting party must not be employed in the interpretation of this Agreement or any amendments ar exhibits
hereto.
11.11. Fiscal Funding Out
If, far 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 Agreeinent, the City may terminate this Agreeinent
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
Agreement with John Christensen for Preliminary Design of Public Aitwork for Historic Handley Urban Village 12 of 20
Captions and headings used in this Agreeinent 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
Worlc (collectively "Records") at any time during the Term of this Agreement and for three (3) years thereafter in
order to deterinine 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 Throcicinorton Street, Fort Worth,
Texas or at another location in the City acceptable to both parties following reasonable advance notice by the
City and shall otherwise cooperate fully with the City during any audit. Notwithstanding anything to the contrary
herein, this Article shall survive expiration or earlier termination of this Agreement.
11.14 Certified MWBE
If applicable, Artist 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(Indeinni�cation) shall survive 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 documents held by City are subject to disclosure under Chapter 552 of the Texas Government Code. Artist
shall clearly indicate to City what information it deems proprietary. If City is required to disclose any docuinents
that may reveal any of Artist' Proprietary Infarmation to third parties under the Texas Government Code, or by
any other legal process, law, rule, or judicial order by a court of competent jurisdiction, City will notify Artist
prior to disclosure of such docuinents, and give Artist the opportunity to submit reasons for objections to
disclosure. City agrees to restrict access to Artist' information to those persons within its organization who have
a need to know for purposes of manageinent of this Agreeinent. City agrees to inform its employees of the
obligations under this paragraph and to enforce rules and procedures that will prevent any unautharized
disclosure or transfer of information. City will use its best efforts to secure and protect Artist' inforination in the
same inanner and to the same degree it protects its own proprietary information; however, City does not
guarantee that any information deemed proprietary by Artist will be protected froin 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 with John Christensen for Preliminaiy Design of Public Artwork for Historic Handley Urban Village 13 of 20
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 saine instrulnent. A signature received via facsiinile or electronically
via email shall be as legally binding for all purposes as an original signature.
11.18. Time Extensions
The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this Agreement.
ARTICLE 12
NOTICES
All notices, requests, demands, and other coimnunications 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 inail, return receipt requested, postage
prepaid, as follows:
1
2.
CITY OF FORT WORTH:
Copies to:
ARTIST
Fernando Costa, Assistant City Manager
City Manager's Office
City of Fort Worth
1000 Throckinorton Street, Third Floor
Fort Worth, Texas 76102
City Attorney
Office of the City Attorney
City of Fort Worth
1000 Throckmorton Street,
Fort Worth, Texas 76102
Third Floor
Martha Peters, Vice President of Public Art
Arts Council of Fort Worth & Tarrant County
1300 Gendy Street
Fort Worth, Texas 76107
John Christensen
500 W St. Elmo
Austin, TX 78745
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
Agreement with John Christensen for Preliminary Design of Public Aitwork for Historic Handley Urban Village 14 of 20
IN WITNESS HEREOF, the Parties hereto have executed this Agreeinent to be effective as of the
Effective Date.
CITY OF FORT WORTH
bY� ���%�'%l�O � f�-----�
Fernando Costa
Assistant City Manager
Date: � / 7 � 3
JOHN CHRISTENSEN
Date:
APPROVED AS TO FORM
AND LEGALITY: j
,�-�- .� �: � �
--� , -
Tyler F/ llach
Assist�nt City Attorney
���. � � i 1 R, _ ', .��
t"
sy� �
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� � i ;i Y�,.. , � . ( i
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L<. �� ' �-
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f.�
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3
si
� j�
Contract Authorization: No M&C Required
:�, - �. ,*� '�•i
� ,,
I'' n�� �9Y��,'�l�,: 'E�'
Agreement with John Christensen for Preliminaiy Design of Public A�7work for Historic Handley Urban Village -—
IN WITNESS HEIt�4F, tlie Parties hereto have executed this Agreement to be effective as of the
Effecrive Date.
CITI' QF FORT W(}RTH
by:
Fernanda Casta
Assistant City Manager
Date:
APPROVED AS TQ FQRM
AND LEGALITY:
Ty1er F. Wallach
Assistant City Attorney
AiI`ES`�ED BY:
Mary J. Kays�r
City Secretary
Contract �uthorization: No M&G Required
�. � /"1�L�
Agreement with John Christensen far Peeliminary Desiga of Publlc Artwork for Historic Handtey Urbau Village 14 of 2Q
Exhibit A
Site
Historic Handley Urban Village Street Improvements, the north side of the 6400-6600 blocks of East
Lancaster Avenue (Forest to Handley Drive)
Agreement with John Christensen for Preliminaiy Design of Public Artwork for Historic Handley Urban Village 16 of 20
Handley Historic Storefrants
Agreement witli John Christensen for Preliminaiy Design of Public Arhvork for Historic Handley Urban Village 17 of 20
Exhibit B
Implementation Budget
ARTIST`S FEE (20°(0)
TRAVEL
�,Fcr arists who live nior6 than 5� miles €rqm Fart `:'l�crthJ
Air#are
Car Rental
Per Disni Expenses �t �_ per da,�
Mileaqe at $_ per niiis
INSURANCE
,4uta,�Hired �rehicle �iabilif�/
Generai �ial�sliiy for rlrtist f �ul3contractars
4Yrrker"s Con7p. f Empiaysr's Liai7ility
flther, as �applicable
ADMINISTR,4TIVE EXPENSE�
PhunetFar.
C�efiveryFShipping (for carrespundence, san��les, n7adel�, dra�,vings ete)
Reprac�raphic �ervica
Supplies
PROFESSIQNAL CC�NSULTANT FEES
(if applicat�ie, dra`aing ��us@ be signe� ai7d sealed l�}/ � profsssional r�gistered to practice
in the �tUte af Texas}
Architect'
Structurai Enginzer*
Efectrical Engineer'
Cbnservatar"
Phato�rapher (for docu��entation of co��Glatsd �r+�rkj'
c�ther'
MATERIALS
t,Please attach a compiete Iist of materi�is. liemize ali �nticipated aspecfs and
�om�onEnts with per unit cost estin�ates}
�S9aterials` Tot��i
FABRICATI+�N Ct�STS
{Include and it�n�ize ail portions ef subcontracted vaork and vraat; to i��e �cn�riple,ed by
artist.}
ArtisYs LaI?ur �_ ha�rs at �_ G�r haur} Totai
�ubeonfracte� Lal�or` {Totaq
FacilityJEquipnienf Rental (used exdusively for this project; rel3te-� to fatarication
SITE PREPARATION
i po n�; include costs cc�versci I�y FL11PA, Cit�,r of Fort �,N'orth ar others)
Test �rilling'
RemQv�l`
Landscapi nglt rrigation'
Electrical Modi#icatir,ns`
Va'ater �h�affcth4echanicat Devices
�thBf"
fRevvisecf A��v 2f�9f!
Agreement with John Christensen for Preliminary Design of Public Artwork for Historic Handley Urban Village 18 of 20
TRANSPOftTATION
�ulateriais to Fafxicatsos� Site'
Finisfle�llrvUrk io Ins4allation Site'
�ther`
BASEIMOl1NTING
Buss
tutauntin� 6auic�s an� c;un�oun�rats
Fc�un�iati�nlFootin�
Uther
INSTALLATION C(7STS
;Costs niust includ� all�v,�ance for after hours instaliation, if applicaale. Please attach a
euniple#e list �f er�uipment and individu�l estim�ates avrttr this form}
SuUsontracied Labor'
Scaf�olding*
Equipn�ent R�ntai rel�ted to inst�liation'
Qff-c�uf� P�,IicelSecurity"
Traffie 6arriers'
�forage Fac?lity REnfal'
Cit,+ �emiits
Display Devices
Fireproofing'
Site Restoration'
Othsr�
LIGHTING
Oesigners'
Firtures`
SulE�s*
Site Preparation'
Installation*
GRAND TaTAL
Please make �ny ��ecessary notes here:
Preparecl By:
Date:
(,Revised tv�ay 2�! 1 J
Agreement with John Christensen for Preliminaiy Design of Public Aitwork for Historic Handley Urban Village 19 of 20
Exhibit C
Sales Tax Exemption
Z'f'.�:A�,�'F?lt'C1CIC�i'CF-i�i� i'�i�'1�IP'1`if�"�'
I i�l<iim .i�e txem��t�nn 1��7m �;z+.���Eritt c�i'�ulcs �u�d �sc h€�:cs tker tFti= �,urrh:isr �rf�I:�xaA�t4 it4ltl� c�e-sceib�t�
13elc�ic i,t �+ii ttt�v °�itt�cht°�3 �srcfir isr in�^ijiC.�s,
L�is�cy'i�uaun i>�']tems �tx t�n ;�tt�tuk[cel ��Yler car l��r-nic�� -[.t� ��6 ['tu�;ttasezl:
I c€:��ta� thi� t��t�tl)�5ic?It I'tir Ihe 1a�11c7�4•ine ra�:�uir�:
Na���eait F,x�ttr�i€ �}r�:tniraiina3_ ["'1'1`'i` U� Ff�1�CT �,1+'t�C�''l`F[�'1'�,�:iS
Tr��� :��r..t�.s ��r�v v�� �'.�� ��,.;,�4tt�r rr�r��ra�r� �=��-tai►��t3���-�
P�r�jc�:i ic�i'+ti=iiicl3 mat�ne;6s:�nal5t��e)jlies:�rt:�±urh;�scd:
1 undcr�t;tn[t 11�at l tti�y11 �� liub]i %u P�}in�nt c;f c;�les tu�, �t'Itiil� ma�• hce«tni� cit�� t�7r k,�iliira St� �:a��xE31��
t��i17� tti� prt�vissr>ias „f't��e. ti[ate, ci�}�. �n�,�'or �nc�ro�nlita�7 testrt�ii tiuthc,rity �;�Ic�s ;u�ct usk tt�:e la�t�� �nrl
U[ai]�gjtrarl (t,�r ruies r��,aet3i�� €'�wing�t (�t�tlt�tu.ics. Giuh€�a4�' �i�r �1�� i.uY tcfil� � detei3n3n�� (�}� t(te ��'i�.� �r�aial
ti�� t1t� kaxulalE iC�n�s ��€�rt��,s6�1 tsr'��e ��iir I�itia7�ket r�nt�l vryiu� iii� tlis �x*��u[I o�'fime Ei�eai_
I unclerstuntl Ih�C €t iti ,� misdi�aj�e..t�t�7r #a �iv� un ���r�tp3ic�ra r�eriiltr-uir it� tht ull�r fi�r lrtx,ik!(e iti:tti� ty�hach
(�;it[�tia°. i9 +�t� iimc� e�t the �Sw�clta5�, t���€1 Fse ctsecl in a art�n��r c�tl��� tlYr�a� Uiz�t �xpt�sed in thi� 4ii�iise�di�
aa3d, tipnn C:r>s5t�ic.1ia:i€t. €stuti� Ere: tsnc�j u� ti�,j{)Il �tt'r t�at7ensr�.
�'� E�elnt�l Stutuc t?uc 1� I3ci���;�� tir'�t�it�liti�'rt.a� l.�ndi84�
fl7Yi11:�)3S4'f:': ��1�1�3� t�� :'{)R (� 3�����2�. ��':�1.'i�
�[dee.t :�c�ctrc:�s: IO�lO TIII�Ci�K�If3K'1't)� :4TRLET
C i��'. .Sl�te.. �iR C"a�dt: FC}RT 1�'Ot{Tll.'I'��:k5 7%! t�2
5ien Her�.
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1 lis�, ccr[4tirafe ttt�t3 tSisl ri:c�uie� zi nur.�6zr ti� f� v,•tliii. S�ales �ancl u4ti C.r.� "c�xi�iit��tic�t� i�uii�krit:�', c�r.'t�x
c.+�tnt�il" niinthe�s �I� ni�t �k:i:k.
'�`E�iti �ciiiii�cit4 sh+���lil kai. turr��she�1 €c� ih� sup�ali�r. ���� tGa�t se�.�1 c�ec cc,m��3c;c�t ����tiis��itt+ tu 4lai
C'x,�t���in�lleresi`I'ul�ii�: �1<�4a�ttts:
Agreement with John Clu-istensen for Preliminary Design of Public Airtwork for Historic Handley Urban Village 20 of 20