HomeMy WebLinkAboutContract 42554 ` CITY SECRETARY
CONTRACT NO. 4` 19S4
AGREEMENT FOR ARTWORK DESIGN OF PUBLIC ART WORK FOR
FIRE STATION #5 BETWEEN THE CITY OF FORT WORTH
AND OSCAR ALVARADO
This Agreement is entered into this \0 day of WA��IQX , 2011, by and
between the City of Fort Worth, a home-rule municipal corporation, of the State of Texas acting by
and through Fernando Costa, its duly authorized Assistant City Manager, and Oscar Alvarado, an
individual, of 2303 S Presa, San Antonio, Texas 78210. The 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 2-55 through 2-51 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 Fire Station #5, on a site bordered by Evans Avenue, Irma
Street, Magnolia Avenue and the I-35 W access road located at 1 000 Evans Avenue, Fort Worth,
Texas 75104;
WHEREAS, City has allocated funds from the 2007 Certificate of Obligation Sale for
Critical Capital Needs (CCN) for design and construction of Fire Station #5, including a 2% set
aside for public art;
WHEREAS, Artist was selected by City through a selection process conducted by the
Contract Manager with oversight of the Fort Worth Art Commission ("FWAC") and created a final
-_-design for the Site that the FWAC approved on August 4t', 2008 (``Initial Final DesFgn -�y " - -.._----._
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WHEREAS, the design of the Site has changed in such a way that the Initial Final Design
can no longer be fabricated and installed at the Site;
WHEREAS, the FWAC has recommended that Artist be retained to develop a new artwork
design for incorporation into the redesigned Site, which may integrate some of the same design
concepts contained in the Initial Final Design; and
WHEREAS, City and Artist wish to set out the terms and conditions under which said shall
be redesigned to integrate into redesigned Site in order 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
Oscar Alvarado for Artwork Design of Public Art for the Site.
1.2. Artist — Means and includes Oscar Alvarado and all other persons or entities for
which he is legally responsible, including, but not limited to, his heirs, executors, administrators,
legal representatives, successors, agents, contractors, subcontractors, subartists, and assigns. .
1.3. Artwork Design — Means the Artist's final, proposed design of the Work for the Site,
which may integrate some of the same design concepts contained in City-Approved Initial Final
Design, attached hereto as Exhibit "A'' and incorporated herein for all purposes, and includes, but is
not limited to, all final drawings, sketches, prototypes, maquettes, models, and the like that may be
created by Artist in connection with this Agreement, or the like that are related, directly or
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indirectly, to the Work and shalt include Artist's specifications for fabrication and installation of the
Work.
1.4. Artwork Design Deliverables — Means and includes those items set forth in Article
2.4 of this Agreement that are required for City's review and approval.
1.5. Contract Manager— Means and includes the Arts Council of Fort Worth and Tarrant
County, Inc., and all other persons or entities for which Contract Manager is legally responsible,
including, but not limited to, its officers, directors, employees, agents, subsidiary organizations,
parent organization, successor corporations, assigns, predecessors, stockholders, administrators, and
related companies.
1.6. City — Means and includes the City of Fort worth and its officers, representatives,
agents, servants,and employees.
1.7. Community Group - Means and includes representatives of the community and
stakeholders near the Site.
1.8. 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.
1.9. Parties—Means and includes City and Artist.
1.10. Project — Means and includes the capital improvement/public art development
undertaking of City for which Artist's services are to be provided pursuant to this Agreement.
1.11. Project Consultant — Means and includes the design firm/professional(s) hired by
City to design the Site.
1.12. Site — Means and includes Fire Station #5 and the newly-designed adjacent public
seating area, on a site bordered by on Evans Avenue, Irma Street, Magnolia Avenue, and the I-35 W
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access road located at 1000 Evans Avenue, Fort Worth, Texas 76104, more particularly described
on Exhibit"B," attached hereto and incorporated herein by reference for all purposes.
1.13. Work — Means and includes the finished object(s) of art and design that are the
subject of this Agreement, or any intermediary stage of completion of such work.
ARTICLE 2
SCOPE OF SERVICES AND DELIVERABLES
2.1. Scope of Services.
a. Artist shall perform all services and will furnish all supplies and materials as necessary for
developing the Artwork 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, color, size, material, and texture
of the Work subject to review and input from the Community Group and approval by City as
set forth in this Agreement.
C. The specific location at the Site where the Work shall be installed shall be mutually agreed
upon by the City, Community Group, and Artist.
d. Artist shall meet and coordinate with the Project Consultant to ensure proper integration of
the Work into the Site and into the construction documents and to recommend lighting for
the Work, as appropriate.
e. Upon request of City, Artist shall consult with a qualified art conservator and shall provide
written maintenance recommendations for the Work from said conservator to the Contract
Manager.
f. Artist shall present the Artwork Design to the appropriate City committee, City staff, Project
Consultant, Community Group, 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.
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2.2. Implementation Budget Total.
Artist shall develop an Artwork Design that is financially feasible relative to the budget for
implementation. It is understood that the total budget for implementation of the Artwork Design is
up to SIXTY THOUSAND ONE HUNDRED TWENTY-FIVE DOLLARS AND NO CENTS
($60,125.00), which includes all costs for materials, labor, fabrication, delivery, installation,
insurance, transportation, travel, remaining Artist's fee, and all other associated costs for the Work,
including lighting. Artist shall provide a detailed budget, on the budget form attached hereto as
Exhibit '"Cl," for implementation of the Work through a possible artwork commission contract with
City, which contract is subject to the approval of the Fort Worth City Council.
2.3. 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 Sites, if available.
2.4. Artwork Design,Deliverables
Within three (3) months after the Effective Date, Artist shall provide services and all supplies,
materials, and equipment necessary to provide certain deliverables, as set forth in this Article 2.4. to
City for approval. Artwork Design Deliverables shall consist of the following:
a. Artist shall provide detailed, design illustrations of the Work for the Site, which shall
be at least 20" x 30" and mounted on foam core and/or in a high-resolution digital format,
such as J PEG or TI F files, showing the proposed Work from two vantage points with at least
one illustration showing the Work's size and placement in relation to the Site.
b. Artist shall provide a final written narrative for the Work, describing the following:
(1) Artwork Design concept and timeline for completion; (2) Proposed materials,
fabrication, and installation methods for all elements of the Work; (3) Maintenance
requirements for all elements of the Work as dictated by Artist along with cost estimates for
annual maintenance; and (4) Proposed public education program to be conducted by Artist at
a time and date mutually agreed upon by City and Artist.
C. Artist shall provide comprehensive working drawings, detailing the means of
installing all elements of the Work on the Site, together with other such graphic material as
may be requested by City to permit City to carry out structural design review. Upon City's
request, these drawings must be signed and stamped by an engineer and/or architect licensed
to work in the State of Texas as required by City, and Artist will obtain and furnish to the
Contract Manager certificates of professional liability insurance from each such licensed
professional and will require the City to be named as a "certificate holder" entitled to notice
of cancellation/nonrenewal in accordance with standard practices. Artist shall not be liable
for the use of the drawings submitted under this section for any use other than the Artwork
Design.
d. Artist shall provide information on the dimensions of the Work, as well as
installation and attachment methods and lighting requirements, to the Contract Manager for
the Project Consultant's review and incorporation into the Project's construction documents
in accordance with schedule given by Project Consultant.
e. Artist shall provide a final budget for the Work with written estimates attached for
supplies and services to be provided by Artist, by Artist's contractor, or by others,
including any remainder of Artist's fee, in an amount of$60,125.
2.5. Design Review.
a. Upon completion of the Artwork Design Deliverables, Artist shall meet with the appropriate
City committee, City staff, Project Consultant, Community Group, and other City boards or
commissions, as appropriate, to present the Artwork Design, at dates and times mutually agreed
upon for input.
b. Artist shall present the Artwork Design to the FWAC for approval at a regularly scheduled
meeting.
C. City may require Artist to make such revisions'to the Artwork Design as are necessary 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.
d. City may also require Artist to make such revisions to the Artwork Design as City deems
necessary in its sole discretion.
e. Within thirty (30) business days of its receipt of Artist's submission of the Artwork Design,
City shall notify Artist of its approval, or disapproval, of such submission and of each revision
made in the Artwork Design. Revisions made pursuant to this Article 2.5, upon approval by City,
shall become part of the Artwork Design.
f. if the Artwork Design or any required revisions to the Artwork Design is disapproved by
City, Artist shall have thirty (30) calendar days to resubmit the Artwork Design in conformance
with City's requirements.
g. If resubmitted materials are not approved by City, this Agreement may be terminated at
City's sole discretion, with payment for work performed per the payment schedule in Article 3 up
through the date of termination. Artist shall provide the Artwork Design presentation materials to
Contract Manager to become part of City's Public Art archive.
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h. Upon the expiration of the Term, as hereinafter defined, of this Agreement, if the Artwork
Design is accepted by City and funding is approved by the Fort Worth City Council, negotiations
for fabrication, delivery, and installation of the Work shall commence, and shall become part of the
deliverables under any possible subsequent artwork commission contract.
i. Upon approval of the Artwork Design by City, Artist shall provide the Artwork 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. Artist's Artwork Design and all other work products under this Agreement
shall become the property of City, without restriction on future use(See Article 6.1}.
ARTICLE 3
COMPENSATION AND PAYMENT SCHEDULE
3.1. Compensation
Total compensation to Artist under the Agreement shall be FOUR THOUSAND SIX HUNDRED
TWENTY-FIVE DOLLARS AND NO CENTS ($4,625.00), which shall constitute full
compensation for any and all costs associated with this Agreement, including, but not limited to,
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. Pa ment Schedule
City agrees to pay Artist in the following installments set forth below, each installment to represent
full and final, non-refundable payment for all services and materials provided prior to the due date
thereof:
a. ONE THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($1,500.00)
upon execution of this Agreement.
b. ONE THOUSAND FIVE HUNDRED DOLLARS AND No CENTS ($1,500.00)
within thirty (30) calendar days after Artist submits all of the Artwork Design
Deliverables required under Article 2.4 of this Agreement and makes a
presentation(s) of the Artwork Design to the FWAC.
c. ONE THOUSAND SIX HUNDRED TWENTY-FIVE DOLLARS AND NO
CENTS ($1,625.00) within thirty (30) calendar days after City's approval of the
Artwork Design.
3.3. Sales Taxes.
City is a tax-exempt organization and no state or local sales taxes or federal excise taxes shall be
due upon the project. City shall supply Artist with the "Texas Certificate of Exemption" in
substantially the same form as that attached hereto as Exhibit"D" for use by Artist in the fulfillment
of this Agreement.
3.4. Artist's Expenses.
Artist shall be responsible for the payments of all expenses incurred during the performance of this
Agreement, including, but not limited to, services, materials, mailing/shipping charges and
insurance on submissions to City, 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 of this Agreement. If the
parties cannot resolve the disputes), then the disputing party shall thereupon have the right to
terminate this Agreement upon the delivery of a written "Notice of Termination" specifying the
grounds for termination. Termination of this Agreement under this provision shall not relieve the
party in default of any liability for damages resulting from a breach or a violation of the terms of
this Agreement.
4.4. Termination for Convenience
a. The services to be performed under this Agreement may be terminated by either party,
subject to written notice submitted thirty (30) calendar days before termination, specifying the
grounds for termination.
b. If the termination is for the convenience of City, Artist shall have the right to fees for work
performed, in which event City shall have the right at its discretion to possession and transfer of
title to the sketches, designs, and models already prepared and submitted or presented for
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submission to City by Artist under this Agreement prior to the 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, Artist shall remit to City a sum equal to all
payments (if any) made to the Artist pursuant to this Agreement prior to termination.
4.5. Incapacity of Artist
a In the event of Artist's death or Artist becoming physically or legally incapacitated during
the term of this Agreement, City shall have the right to terminate this Agreement on
payment to Artist or Artist's successors for all work and services performed prior to death or
incapacity. All finished and unfinished drawings, sketches, photographs, models and work
shall become property of City.
b. Should Artist's Artwork Design have been approved, in the event of termination under this
Article 4.5, City shall have the right to complete the Work. Due regard shall be made for
Artist's intended results and proper credit and acknowledgement shall be given to Artist.
This provision shall survive the termination or expiration of this Agreement.
ARTICLE 5
DISPUTE RESOLUTION
If either Artist or City has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement, the Parties shall first
attempt to resolve these issues through this dispute resolution process. The disputing party shall notify
the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The
notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within
ten (1 0) 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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If the Parties fail to resolve the dispute within sixty (60) calendar days of the date of receipt of
the notice of the dispute, then the Parties may submit the matter to non-binding mediation upon written
consent of the authorized representatives of both parties in accordance with Chapter 154 of the Texas
Civil Practice and Remedies Code and Chapter 2009 of the Texas Government Code, then in effect.
Request for mediation shall be in writing, and shall request that the mediation commence not less than
fifteen (15) or more than forty-five (45) calendar days following the date of request, except upon
Agreement of the Parties. In the event City and Artists are unable to agree to a date for the mediation
or to the identity of a mutually agreed mediator within thirty (3 0) 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 5
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
6.1 General
a. Upon payment in full to Artist, the Artwork Design, Work, and all other work product under
this Agreement shall become 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/or Work. By execution of this Agreement, Artist grants to City a perpetual, irrevocable
license to graphically depict or display the Artwork Design and Work for any non-commercial
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purpose whatsoever. For purposes of this limitation, any graphic depiction or display of the
Artwork Design or Work intended to promote or benefit City, its public services, or its public
purposes, regardless of whether or not a fee is charged to the public, or whether revenue is
otherwise received by City, shall be deemed a non-commercial purpose.
b. City shall take title to all documents and/or drawings that constitute or are components of
the Artwork Design and/or Work upon final approval of the Artwork Design. These documents
and/or drawings will be retained for archival and exhibition purposes.
C. Artist reserves every right available under the Federal Copyright Act to control the making
and dissemination of copies or reproductions of the Artwork Design and/or the Work, except as
those rights are limited by this Agreement. City may make and disseminate photographs, drawings,
and other two-dimensional reproductions of the Artwork Design, Work, and accompanying
materials for any municipal purpose. All reproductions by City shall contain a credit to Artist and a
copyright notice substantially in the following form: "C date, Artist's name."
d. Nothing in this Agreement shall prevent Artist from using images of the Artwork Design or
Work for marketing and promotional purposes in connection with Artist's business, provided,
however, that Artist shall make its best effort to credit City for commissioning the Work whenever
possible.
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.
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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
The Artist represents and warrants that:
a. The Artwork Design and/or Work shall be the original product of the Artist's sole
creative efforts.
b. The Artwork Design and/or Work is and will be unique and original, and does not
infringe upon any copyright or the rights of any person;
C. Artist has not sold, assigned, transferred, licensed, granted, encumbered, or utilized
the Artwork Design and/or Work or any copyright related thereto that may affect or impair
the rights granted pursuant to this Agreement;
d. The Artwork Design and/or Work (or duplicate thereof) have not been accepted for
sale elsewhere;
e. Artist has the full power to enter into and perform this Agreement and to make the
grant of rights contained in this Agreement; and
f. All services performed hereunder shall be performed in accordance with all
applicable laws, regulations, ordinances, etc., and with all necessary care, skill and
diligence.
ARTICLE 8
ARTIST AS INDEPENDENT CONTRACTOR
Artist shall perform all work and services hereunder as an independent contractor, and not as
an officer, agent, servant or employee of City. Artist shall have exclusive control of, and the
exclusive right to control the details of the work performed hereunder, and all persons performing
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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 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 THE
NEGLIGENT ACT, ERROR, OR OMMISSION OF ARTIST AND/OR ARTIST'S
SUBARTISTS AND CONTRACTORS AND THEIR RESPECTIVE OFFICERS,
AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND
REPRESENTATIVES IN CONNECTION WITH THE EXECUTION,
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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 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 PrapertY
Artist agrees to assume full responsibility for complying with all State and Federal Copyright Laws
and any other regulations, including, but not limited to, the assumption of any and all
responsibilities for paying royalties that are due for the use of other third party copyrighted works
by Artist. City expressly assumes no obligations, implied or otherwise, regarding payment or
collection of any such fees or financial obligations. City specifically does not authorize, permit, or
condone the reproduction or use of copyrighted materials by Artist without the appropriate licenses
or permission being secured by Artist in advance. IT IS FURTHER AGREED THAT ARTIST
SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY FROM AND
AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF
EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO,
ATTORNEY'S FEES, TO WHICH THEY MAY BE SUBJECTED ARISING OUT OF
CITY'S USE OR POSSESSION OF THE WORKS BY REASON OF AN ALLEGED OR
ACTUAL COPYRIGHT VIOLATION OR OTHER LACK OF OWNERSHIP,
AUTHORSHIP, OR ORIGINALITY. City expressly assumes no obligation to review or obtain
appropriate licensing and all such licensing shall be the exclusive obligation of Artist.
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9.3. Survival
All indemnification provisions of this Agreement shall survive the termination or
expiration of this Agreement.
ARTICLE 10
EQUAL OPPORTUNITY
a. Artist shall not discriminate against any employee or applicant for employment because of
age, disability, race, color, religion, sex, sexual orientation, national origin, familial status,
transgender, gender identity, or gender expression. Artist shall take affirmative action to ensure that
employees are treated equally during employment, without regard to their age, disability, race,
color, religion, sex, sexual orientation, national origin, familial status, transgender, gender identity,
or gender expression. Such action shall include, but not be limited to, the following: Employment,
upgrading, demotion, transfer, recruitment or pay or other forms of compensations, and selection for
training, including, but not limited to, apprenticeship. Artist agrees to post in conspicuous places,
available to employees and applications for employment, notices to be provided by City setting
forth the provision of this nondiscrimination clause.
b. Artist shall, in all solicitation or advertisements for employment placed on or on behalf of
Artist, state that all qualified applicants shall receive consideration for employment without regard
to race, color, religion, sex, sexual orientation, national origin, familial status, transgender, gender
identity, or gender expression.
C. Artist shall furnish all information and reports requested by the City of Fort Worth, and shall
permit access to its books, records, and accounts for purposes of investigation to ascertain
compliance with such rules and regulations.
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d. 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 the City of Fort Worth.
ARTICLE 1 I
MISCELLANEOUS
.l 1.1. 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 the City.
11.4. Waiver
No waiver of performance by either party shall be construed as or operate as a waiver of any
subsequent default of any terms, covenants, and conditions of this Agreement. The payment or
acceptance of fees for any period after a default shall not be deemed a waiver of any right or
acceptance of defective performance.
11.5. Governing Law and Venue
If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the
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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-Party Beneficiaries
The provisions and conditions of this Agreement are solely for the benefit of the City and the Artist,
and any lawful successor or assign, and are not intended to create any rights, contractual or
otherwise, to any other person or entity.
11.8 Severability
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
11.9. Force Majeure
It is expressly understood and agreed by the parties to this Agreement that if the performance of any
obligations hereunder is delayed by reason of war; civil commotion; acts of God; inclement
weather; governmental restrictions, regulations, or interferences; fires; strikes; lockouts, national
disasters; riots; material or labor restrictions; transportation problems; or any other circumstances
which are reasonably beyond the control of the party obligated or permitted under the terms of this
Agreement to do or perform the same, regardless of whether any such circumstance is similar to any
of those enumerated or not, the party so obligated or permitted shall be excused from doing or
performing the same during such period of delay, so that the time period applicable to such design
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or construction requirement shall be extended for a period of time equal to the period such party
was delayed.
11.10. Contract Construction
The Parties acknowledge that each party and, if it so chooses, its counsel, have reviewed and
revised this Agreement and that the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party must not be employed in the interpretation of this
Agreement or any amendments or exhibits hereto.
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 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
4
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
Page 20 of'29
cooperate fully with the City during any audit. Notwithstanding anything to the contrary herein,
this Section 11.13 shall survive expiration or earlier termination of this Agreement.
11.14 Certified M W B E
If applicable, Artist shall make its best effort to become a certified Minority/Women Business
Enterprise (MIWBE) f rm with a certifying agency whose certification is accepted by the City under
the City's MIW B E ordinance.
11.15 Survival Provision
The provisions contained in Articles 6, (Ownership and Intellectual Property Rights), 7 (Warranties
of Title and Copyright), 8 (Artist as an Independent Contractor), and 9 (Indemnification) shall
survive the termination or expiration of this Agreement.
11.16 Public Information Act
Artist understands and acknowledges that City is a public entity under the laws of the State of Texas
and, as such, all documents held by City are subject to disclosure under Chapter 552 of the Texas
Government Code. Artist shall clearly indicate to City what information it deems proprietary. If
City is required to disclose any documents that may reveal any of Artist's Proprietary Information
to third parties under the Texas Government Code, or by any other legal process, law, rule, or
judicial order by a court of competent jurisdiction, City will notify Artist prior to disclosure of such
documents, and give Artist the opportunity to submit reasons for obj ections to disclosure. City
agrees to restrict access to Artist's information to those persons within its organization who have a
need to know for purposes of management of this Agreement. City agrees to inform its employees
of the obligations under this paragraph and to enforce rules and procedures that will prevent any un-
authorized disclosure or transfer of information. City will use its best efforts to secure and protect
Artist's information in the same manner and to the same degree it protects its own proprietary
Page 2 1 of'29
information; however, City does not guarantee that any information deemed proprietary by Artist
will be protected from public disclosure if release is required by law. The foregoing obligation
regarding confidentiality shall remain in effect for a period of three (3) years after the expiration of
this Agreement.
1 1.17 Counterparts and Electronic Signatures
This Agreement may be executed in several counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same instrument. A signature received via
facsimile or electronically via email shall be as legally binding for all purposes as an original
signature.
1 1.18. Time Extensions
The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this
Agreement.
ARTICLE 12
NOTICES
All notices, requests, demands, and other communications which are required or permitted
to be given under this Agreement shall be in writing and shall be deemed to have been duly given
upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered
or certified mail, return receipt requested, postage prepaid, as follows:
1. CITY of FORT WORTH: Fernando Costa, Assistant City Manager
City Manager's Office
City of Fort Worth
1000 Throckmorton Street, Third Floor
Fort Worth, Texas 76102
Copies to: Sarah Fullenwider, City Attorney
Office of the City Attorney
1000 Throckmorton Street, Third Floor
Fort Worth, Texas 76102
Page 22ot'29
Martha Peters, VP-Public Art
Arts Council of Fort Worth & Tarrant County
1300 Gendy Street
Fort North, Texas 76107
2. ARTIST: Oscar Alvarado
2303 S Presa
San Antonio, Texas 7821 0
[SIGNATURES ON THE FOLLOWING PAGE]
Page 23 ot"?9
IN WITNESS HEREOF,the Parties hereto have executed this Agreement on the Effective Date.
CITY OF FORT WORTH ARTIST
Z;A$64"
f
l
by:
Fernando Costa F)scar Alvarado
Assistant City Manager Individual
APPROVED AS TO FORM
AND LEGALITY:
Tyler F. ach
Assistant City Attorney
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ATTESTED BY: ,�,, 000000
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Marty Hendrix o 0 0
City Secretary ��'�����°° 4f
fib, . -
Contract Authorization:
No M&C Required
P ID
Pav-c 24
FT. WORTH, TX i
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Exhibit B
Site
FIRE STATION#5
r*
------------------------------ ...............
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1
EVAM
51 PLAN ED""
Wage 26 of'29
Exhibit C
Budget
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A.
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' i. .':: ::: ::' :?:::::::::...... >•''��`�`:';'y yi;::. >'.<:`'......`„:>�:_iii':>':>i::::::i::::::i::::::i:::::::-:"":":::::i::::i::::::-":""::.::i::::i::::i:
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�a
ARTIST'S FEE
TRAVEL
(For artists who five more than Sti mks from Fort Worth)
Airfare
Cap'Rental
Per Diem Expeos at S per day
Mileage at�__per mite
INSURANCE
ALtoftred Vehicle Liability
General Liability fog'"at 1 SubcontraMn
Workers Comp..I Ewer's Liability
Other;as applicable
ADMINISTRATIVE EXPENSES
PhorwFax
Delivery/Shipping(for cwespardence,same,models,dravWngs etc)
Reprographic Ser0ce
Supplies
PROFESSIONAL CONSULTANT FEES
(if applicable,drawing must be signed and seamed by a prefi ssional registered to practice
in the State of Texas)
Architect'`
S�`al Ear*
r
Eteor+cal Engine`
Conservator*
Phokgrapher(tor documentation of completed work)•
Other*
MATERIALS
(Please attach a complete list of rnaterWs.tlerrr ze all anticipated aspects aM
components with per und cast eslimetes)
Materials'Taal
FABRICATION COSTS
(Include and itemize all por km of subcontracted work and work to be eornpk ed by
arli st.)
Artist's Labor(-hours at per hour)Total
Suhcontracted Laboe(Total)
FadlityfEctOpmerd Rental(used exclusively for fts project)related to fabrication
SITE PREPARATION
(Do not include costs covered by FWPA.City of Fort Worth or others)
Test Drifling"
Removal'
Landsca po n(V i rnga Lion"
Electrical Modifications'
Water Wor)VMec ha nwal Devices
Other'
(Revised May 2011)
I agc 27 of'29
TRANSPORTATION
Matenals to FaWeatiien S e*
Finished Work to installation Site*
Other*
BA.SEWOt_"NG
Base
Wunb ng Devices and Comments
FoundationlFocling
Ott
INSTALLATION COSTS
cats must include allm ce for after t rs mstaffaWln,if applicable.Please attach a
complete list of equipment and ifxkvidual estimates Mth fts form)
Subco rac d Lair'
Scaffoung-
Equipmeni Rem related to install2tiw°
Off-d^PoiceiSecurW
Traffic Barriers*
Storage Facility Rental*
City Permits
Disoay Dewces
Fireproofing"'
Site RestoabbW
Other*
LIGHTING
Designers*
Fixtures*
BLIIs*
Site Prepa€at l'
InstallatbW
GRAND TOTAL
Please make any necessary notes.here:
Prepared By.
Efate.,
(:Revised May 201-4-f
Page 28 of'29
Exhibit D
Sales Tax Exemption
LE.AA,,S,,,...CEKr1F1CATE OF EX'.EAJ.PT10N
I C.-IJ111.1 a exemption payment of es-and use tau-s-for 0w,PuTchase of taxablc itcfwis uscribed
helow or oil dw-actachcd ordu(w invoice,,
Descrirth4l of Items(or an attachod tamer or Invoicc)To He Nhwsed:
------------
I etaim this�Vxc M- Ption kwthc.folk)Wing rcs,,:,ocin,
Name of Exempt Or izatian-,
gan) Cf' Y'OF FORT NVORTIJ.,TEXAS
TEXAS. SALES AND USE TAX PERMIT NUMBER 1 7.0"600052"
Pf0jecA fin which-h- inatena s aml suMfies are PuTchased'
I und"t-..M�d that I ivAt be 1.ia.b I c for.pa)T.n.cat(if`,sales tax u!hich ina y bccom c due for fail ure,to corn ply
with the prop into uof thestate,city &or m
ctropohmn,transit authoritysaics�an u ja s
4 -,%e tax -A and
c(.411pirollew rule-'s regarding",e-111 pt pwchascs, Liability.for*e ta.x will_bc dctcrm-JnM t�v the pilce paid
for the(axable dam p=hascd or the fair market rental valuefiv the,peric-4d of time us l_
I Lmd"and th t is a alis I
dmeanor to ive an excmption 'i se cr kw a
10 . cert.iti�alt to the 11 f--- tax.-ble S Which
.1 know�at the,time of used the u. ft will v.
I be ma suannor otha-thaji that expensed In this"oific are
and,upon convic4tcs,may be fiW4.ap to 55M Pe't Alf Lame_
Duc to.0 e�'Vv-&nun- tal Eng!X.
Purcha,sc-T,_ cUry,OF FORT WORTH,TEX-AS
SirtNe Ad&x-ss-. 1000 THROCKAJORTONBEET
Cllya State,Zip Codc:FORTT;WORTH,TEXAS 76102
if MCIMP
Dale: urtc 1 .,1009 Mcme,; 817Y)')_Xsl�
—------------
.............
F_mM__v..4qhu� cot, INDW-114
............v
conkficaiv divs lial reNvirc a nu her to tw val ki, Suleti and usc u
F. . jon..11 InknN c)r*;,tax
exempf"numberN iu)t:cX'1'st'
ThUs cenj fivate�4)tt Jcj be f4ml:�cd to the pup pl ict Dut mo send t he C 0111 P1 cted cv'r I fi cot v hi the-
Comp4rulter of Puhlic.Avct)utns_
Pagc 29 ot'29