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Home My WebLink AboutContract 44572CiTY �a�� , `.� CONTI�►�'� N�. � AGREEMENT BETWEEN THE CITY OF FORT WORTH AND JANET ZWEIG LLC FOR CONCEPTUAL DESIGN PROPOSAL FOR PUBLIC ART FOR THE NORTH BEACH CORRIDOR This Agreement is entered into this �� day of �,� , 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 authorized Assistant City Manager, and Janet Zweig, LLC, a Limited Liability Company, located at ��q �r u, r i; - . 54 Willow Street #4A, Brooklyn, NY 11201, and acting by and through Janet Zweig, its duly authorized Sccale Rr 'etor. 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 Worth Code of Ordinances, the Fort Worth Public Art Program's goals are to create an enhanced visual enviromnent for Fort Wortll residents, to commemoi•ate the City's rich cultural atld ethnic diveesity, to integrate the design work of actists into the development of the City's capital infi•astructuce itnprovements, and to promote tourism and economic vitality in the City through the artistic design of public spaces; WHEREAS, City is designing and constructing street improvements in the North Beach Street Corridor, which includes N. Beach Street from Golden Triangle to Keller Hicks; Keller-Hicks to Timberland; Vista Meadows to Shriver Road; and Keller-Hicks Road fi•oin Alta Vista Road to Park Vista Boulevard; WHEREAS, City has set aside funds to design and commission public art/design enhanceinents in conjunction with street improvements projects from the 2008 Capital Improvements Program and the 2007 Critical Capital Needs Program; WHEREAS, a public art consultant conducted a cominunity workshop that explored the identity of the community along with public art and design enhanceinent opportunities along the North Beach Corridor that reflect the environment, cominunity, or other themes appropriate to the site, and created the North Beach Street Corridor Public Art Recommendations docuinent; WHEI2EAS, the North Beach Corridor project was identified in the fiscal year 2013 Annual Work � � c-s � � m 0 � � � � � � � � Plan and the City has allocated funds for design, fabrication and installation of public art at this Site based on the North Beach Street Corridar Public Art Recoimnendations; WHEREAS, the Fort Worth Art Commission ("FWAC") has overseen an artist selection process in accordance with the guidelines in the Fort Worth Public Art Master Plan; WHEREAS, the project manager, in consultation with an FWAC Art Coirunissioner and an arts professional reviewed qualified artists froin the Fort Worth Public Art pre-qualified list, resulting in the recoinmendation of several artists as finalists for the Project; OFFICIAL itECORD CIYY SECR�TARY [��'o �IIOR'�H' iX Agreetnent Between the City of Fort Worth and Janet Zweig LLC for Preliminary Design of Public Art for North Beach Corridor WHEREAS, Artist has been selected as one of the finalist for the Project and is being asked to develop a conceptual proposal and submit that proposal for review and consideration by the Artist Selection Panel; WHEREAS, the City intends to select one proposal for the Project based on the subinissions by the individual artists with no guarantee that any particular artist or proposal will be selected to proceed to the next phase of the Project; WHEREAS, City and Artist wish to set out the terms and conditions under which said Work shall be designed to promote the integcity of ArtisYs ideas and statements as represented by the Work. NOW, THEREFOItE, 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: 11. Agreement — Means and includes this Agreement between the City of Fort Worth and Ball- Nogues Studio for Proposal Design of public art for the Site. 1.2. Artist — Means and includes Janet Zweig LLC and/or its partners, members, managing members, officers, managers, proprietors, directors, employees, representatives, agents, subsidiary organizations, parent organizations, successor entities, assigns, predecessors, stockholders, adininistrators, subartists, contractors, and related companies. 1.3 Artist Selection Panel — Means and includes a panel coinprised of arts professionals, coininunity stakeholders, City staff representatives, City Council Meinber, and a FWAC representative. 1.4. Contract Man�ger — 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. L5. City — Means and includes the City of Fort 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 ofiicial date of execution of this Agreement. 1.7. Parties — Means and includes City and Artist. 1.8. Conceptual Design Proposal — Means all preliminary drawings, sketches, narrative descriptions, budget estimates, and the like that are created by Artist in connection with this Agreeinent between Artist and City for the Work. 1.9. Conceptual Design Proposal Deliverabtes — Means and includes those items set forth in Article 2.4 of this Agreement that Artist is required to submit to City for its review and approval. Agreement Between the City of Fort Worth and Page 2 of 18 Janet Zweig LLC for Preliminary Design of Public Art for North Beach Corridor 1.10. Project — Means and includes the capital improvement or public art development undertaking of City foc whicli Artist's secvices are to be provided pursuant to this Agreeinent. 1.11. Project Stalceholders — Means and includes the appropriate City Council Member(s), and their appointed cominunity representatives and the FWAC's appointed representative and others as inay be appropriate. 1.12. Project Consultant — Means and includes the design firin/professional(s) hired by City to design the Site. 1.13. Site — Means the North Beach Street Corridor, which includes N. Beach Street from Golden Triangle to Keller Hicks; Keller-Hicks to Tiinberiand; Vista Meadows to Shriver Road; and ICeller-Hicks Road from Alta Vista Road to Pa��lc Vista Boulevard, which are more pacticularly described on Exhibit "A," attached hereto and incorporated herein by reference for all purposes. 1.14. Worlc — Means and includes the finished object(s) of art and design that are the subject of this Agreeinent, or any intermediary stage of completion of such wark. ARTICLE 2 PURPOSE SCOPE OF SERVICES AND DELIVERABLES 2.1. Purpose. The purpose of this Agreement is to solicit a conceptual artwork design proposal from Artist for review by the Artist Selection Panel for this Project and ultimately select an artist to proceed to the next phase of this Project, which may include preliminary and final design development and commission of the Work. The City does not guarantee that Artist will be selected to proceed to the next phase of the Project and specifically reserves the right to reject all proposals or select more than one proposal. 2.2. Scope of Services. a. Artist shall perform all services and will furnish all supplies, materials, and equipment as necessary for developing a Conceptual Design Proposal of the Work and for providing the Conceptual Design Proposal Deliverables. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this A�reement. b. Artist shall travel to Fort Worth to attend the orientation meeting at Heritage Church of Christ, 4201 Heritage Trace Pkwy Fort Worth, TX 76244, on June 11`�' at 3:30pm; and, c. Artist shall prepare and present a Conceptual Design Proposal to the Artist Selection Panel at a mutually a�reeable date and time. d. Artist shall travel to Fort Worth to present his/her Conceptual Design Proposal to the Artist Selection Panel at a mutually agreeable date and tiine. e. Artist shall allow video recording and photography of his/her Conceptual Design Proposal Presentation to the Artist Selection Panel. Agreement Between the City of Fort Worth and Page 3 of 18 Janet Zweig LLC for Preliminary Design of Public Art for Narth Beach Corridor £ Artist will ineet via conference call with the project manager, FWAC's appointed representative, and arts professional for the purpose of a design progress report to receive feedback on their initial concepts and have the opportunity to ask questions. g. Artist shall make two trips to Fort Worth, Texas for meetings and presentations as indicated above. Additional trips, if required per this Article, may be negotiated and agreed upon in writing by City and Artist. 2.3, 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. 2.4. Conceptual Design Proposal Deliverables a. Artist shall provide services and all supplies, materials, and equipment necessary to provide certain deliverables, as set forth in this subsection to City for consideration. b. Conceptual Design Proposal Deliverables shall consist of the following: i. A written narrative description of the Artist's concept, proposed materials, fabrication and installation methods, timeline for completion and maintenance requirements; ii. Two-dimensional rendering(s) of the Artist's concept, mounted on a rigid board such as form core board 20" x 30" and supplied as both high and low resolution digital files; and no more than five images of examples of relevant projects by the Artist, presented within a power point presentation; iii. Installation diagram showing the concept's relationship to the Site, including approximate weigllt of the Worlc, proposed attachment method(s), and location(s) for lighting, if any; 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 amount not exceed $750,000, which includes all costs for materials, labor, fabrication, delivery, installation, insurance, tcanspoctation, Artist's fee, and all other associated costs foi• the Work including, but not limited to, lighting and travel. Budget estimate should also include 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; and v. Material sample(s) that illustrate what the proposed Work would be inade fi�om, showing durability, texture, color, etc., as appropriate. No models or prototypes shall be presented to the Artist Selection Panel. c. Artist shall submit an electronic version of his/her initial concept sketches for the Conceptual Design Proposal for the purpose of a design progress report as described in 2.2.f. These sketches shall be Agreement Between the City of Fort Worth and Page 4 of 18 Janet Zweig LLC for Preliminary Design of Public Art for North Beach Corridar submitted to Contract Manager no later than 12:00 Noon (Central Time), July 15th (at least two days in advance of the progress report date). d. Artist shall submit an electronic version of the Conceptual Design Proposal Deliverables to Contract Manager no later than 12:00 Noon (Central Time), five days in advance of the presentation date. e. The initial concept sketches and the Conceptual Design Proposal Deliverables shall be sent in one of the following manners: Via email to alabbe@fwpublicart.org_(9 MB size limit per each email) ii. Via an FTP site, such as www.yousendit.com or dropbox.com iii. Mailed or hand delivered on a CD (not DVD) to Fort Worth Public Art, Attention: Alida Labbe, 1300 Gendy Street, Fort Worth, TX 76107. 2.4. Notification of Selection a. The Contract Manager shall notify the Artist, in writing, of the final outcome of the artist selection process, i.e., whether or not the Artist was selected to proceed to the next phase of the Project, within 15 days of tlie FWAC's selection of the Project artist. 2.5 Alternate Artist a. Any artist not selected to proceed to the next phase of the Project may be designated as an alternate for a period of one year from the date the City sends final payment to Artist under this Agreement. The Artist shall not receive any additional compensation for such designation; however, such designation does affect ownecship rights to the AI•tist's Conceptual Design Proposal, which is set forth in inore detail Acticle 5. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation. Total compensation to Artist under the Agreement shall be FOUR THOUSAND, EIGHT HiJNDRED DOLLARS AND NO CENTS ($4,800.00), which shall constitute full compensation for any and all costs associated with the Agreement, including, but not limited to, ail travel expenses and services performed and materials furnished by Artist under this A�reement. Artist and City may amend this Agreement to allow for additional payment if additional services are required. 3.2. Payment Schedule a. City agrees to pay Artist in the following instalhnents set forth below, each installment to represent full and final, non-refundable payment for all services and materials provided prior to the due date thereo£ i. ONE THOUSAND SEVEN HUNDRED DOLLARS AND NO CENTS ($1 700.00� upon attendance of the artist orientation meeting. Agreement Between the City of Fort Worth and Page 5 of 18 Janet Zweig LLC for Preliminary Design of Public Art for North Beach Corridor ii. THREE THOUSAND SIX HIJNDRED DOLLARS AND NO CENTS ($2,600.00� within thirty (30) calendar days after Artist submits all of the Conceptual Design Proposal Deliverables required under Article 2.4 of this Agreement and makes a presentation of the Conceptual Design Proposal to the Artist Selection Panel. iii. FIVE HLJNDRED DOLLARS AND NO CENTS ($500.00� within thirty (30) calendar days after Artist is notified as to the final outcome of the artist selection process (i.e., whether or not the Artist was selected to proceed to the next phase of the Project after FWAC's selection of the Project artist). 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 Pcoject. City shall supply Artist with the "TeYas Cectificate of Exemption," in substantially the same form as that attached hereto as Exhibit "C" for use by A�•tist 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, mailin�/shipping charges and insurance on submissions to City and/or Contract Manager, cost of all travel, and costs foc Artist's ageuts, 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 fi•om the Effective Date and, unless terminated earlier pursuant to such provisions in this Agreement, shall extend until �nal payment to Artist by City. 4.2. Gratuities City may cancel this Agreement if it is found that gratuities in the form of entertaininent, 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 The City may terminate this Agreement for cause in the event Artist fails to perform in accordance with the requirements contained herein. In such event, City shall give Artist written notice of Actist's failure to perform, giving Artist seven (7) calendar days to come into coinpliance with the Agreelnent. If Artist fails to coine into coinpliance with this Agreeinent, City shall notify Artist in writing, and this Agreement shall be terminated as of the date of such notification. In such event, Artist shall not be entitled to any additional coinpensation. Agreement Between the City of Fort Worth and Page 6 of 18 Janet Zweig LLC for Preliminary Design of Public Art for North Beach Corridor 4.4. Terinination for Convenience a. The services to be performed under this Agreement may be terininated by either party, subject to written notice submitted thu•ty (30) calendar days before termination. b. If the terinination is for the convenience of City, City shall pay Artist for services actually rendered up to the effective date of termination. c. If termination is for the convenience of Artist, City shall have the right, in its sole discretion, to pay Artist for services actually rendered up to the effective date of termination or require the Artist to remit to City a sum equal to all payments (if any) made to the Artist pursuant to this Agreement prior to the effective date of termination. ARTICLE 5 OWNERSHIP AND iNTELLECTUAL PROPERTY RIGHTS 5.1 Non-Selected Artists a. If Artist is not selected to proceed to the next phase of the Project as the Project artist, then, upon payment in full to the Artist, the Conceptual Design Proposal and all other work product under this Agreement shall become the property of City for a period of one year from the date the City sends final payment to Artist under this Agreement. Artist shall retain copyright and other intellectual property rights in and to the Conceptual Design Proposal. b. In view of the intention that the Conceptual Design Proposal be unique, Artist shall not malce any additional exact duplicate reproductions of the Conceptual Design Proposal, nor shall Ai-tist grant permission to others to do so except with the express written permission of City. c. City is not responsible for any third-party infringeinent of Artist's copyright and not responsible for protecting the intellectual property rights of Artist. d. If, within the above-stated one-year period, the City decides to select the Artist to proceed to the next phase of the Project as the Project artist and Artist agrees to such selection, then the rights set forth in Article 5.2 for the selected artist shall supersede and govern any ownership and intellectual property rights associated with or related to this Agreement. 5.2 Selected Artist a. If Artist is selected to proceed to the next phase of the Project as the Project artist, then the ownership and intellectual property rights set forth in this subsection shall apply. b. Upon payment in full to Artist, the Conceptual Design Proposal 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 Conceptual Design Proposal and/or Work. Artist grants to the City an exclusive, perpetual, irrevocable, and royalty fi•ee license to graphically depict or display the Conceptual Design Proposal and/or Work for Agreement Between the City of Fort Worth and Page 7 of 18 Janet Zweig LLC for Preliminary Design of Public Art for North Beach Coi7•idor any non-coimnercial purpose whatsoever. For purposes of this limitation, any graphic depiction or display of the Conceptual Design Proposal and/or Worlc 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. c. Iu view of the intention that the Conceptual Design Proposal and the Worlc be unique, At�tist shall not malce any additional exact duplicate reproductions of the Conceptual Design Proposal or the Worlc, nor shall Artist grant permission to others to do so except with the express written perinission of City. However, nothing herein shall prevent Artist froin creating future artworlcs in Artist's manner and style of artistic expression. d. Artist reserves every right available under the Federal Copyright Act to control the malcing and dissemination of copies or reproductions of the Conceptual Design Proposal and/or Worlc, except as those rights are limited by this Agreement. If Artist is selected to proceed as the Project artist, City inay inake and disseminate photo�rapl�s, drawings, and other two-diinensional reproductions of the Conceptual Design Proposal and/or Work and accompanying materials for any municipal purpose. All reproductions by the City shall contain a credit to the Artist and a copyright notice substantially in the following form: "�O date, ActisYs name." e. Nothing in this Agreeinent shall prevent the Artist froin using iinages of the Conceptual Design Proposal and/or Worlc for marketing aild pcomotional purposes iii connection with the Actist's business. f. City is not responsible for any third-party infringement of Artist's copyright and not responsible for protecting the intellectual property rights of Artist. ARTICLE 6 WARIZANTIES OF TITLE AND COPYRIGHT a. Ar•tist represents and warrants that: i. Conceptual Design Proposal and/oc Wocic shall be the ociginal product of the Artist's sole creative efforts. ii. Conceptual Design Proposal and/or 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 Conceptual Design Proposal and/or Work or any copyright related thereto that may affect or impair the rights granted pursuant to this Agreement; iv. Conceptual Design Proposal and/or Work (or duplicate thereo� have not been accepted for sale elsewhere; Agreement Between the City of Fort Worth and Page 8 of 18 Janet Zweig LLC for Preliminaiy Design of Public Art for North Beach Corridor v. Artist has the full power to enter into and perforin 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 7 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 l�ave exclusive control of, and the exclusive right to conh•ol the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of his/her officers, agents, employees, and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between City and Artist, his/her officers, agents, empioyees and subcontractois, and doctrine of respondent superior has no application as between City and Artist. ARTICLE 8 INDEMNIFICATION 8.1. GeneralIndeinnitv 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, EXP�NSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF DETENSE), 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 WIIICH 12ECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER HIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM THE ANY ACTS, ERRORS, OR ONIlVIISSIONS OF ARTIST AND/OR ARTIST'S SUBARTISTS AND CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERF'ORMANCE, OR NONPERI�'ORMANCE OF THIS AGREEMENT. Agreement Between the City of Fort Worth and Page 9 of 18 Janet Zweig LLC for Preliminaiy Design of Public Art far North Beach Corridor b. Artist agrees to and shall release City froin 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. 8.2. Intellectual Property Artist agrees to assume full responsibility for complying with all State and Federal Copyriglit 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 othei� 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 Al2TIST SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY I'ROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OI' 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 LACIC OF OWNERSHIP, AUTHORS�IIP, OR ORIGINALITY. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of Artist. This intellectual property indemnification provision shall survive the termination or expiration of this Agreeinent. ARTICLE 9 MISCELLANEOUS 9.1. 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. 9.2. Entire Agreement This writing einbodies the entire agreement and understanding between the Parties hereto, and there are no other agreements and undeistandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. 9.3. Amendments No alteration, change, modification, or amendment of the terms of this Agreement shall be valid or effective unless made in writing and signed by both parties hereto and approved by appropriate action of City. 9.4. Waiver Agreement Between the City of Fort Worth and Page 10 of 18 Janet Zweig LLC for Preliminary Design of Public Art for North Beach Carridor No waiver of perforinance 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. 9.5. 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 Agreement shall be construed in accordance with the laws of the State of Texas. 9.6. 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. 9.7. No Third-Partv Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of City and Artist, and any lawful successor or assign, and are not intended to create any rights, contractual, or otherwise, to any other person or entity. 9.8 Severabilitv If any provision of this Agreeinent 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. 9.9. 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 perforin 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 froin 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 time equal to the period such party was delayed. 9.10. 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 ainbiguities are to be resolved Agreement Between the City of Fort Worfli and Page 11 of 18 Janet Zweig LLC for Preliminary Design of Public Art for North Beach Corridor against the drafting party Inust not be employed in the interpretation of this Agreement or any ainendinents or exhibits hereto. 9.11. 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 Agreeinent, the City may terminate this Agreement to be effective on the later of (i) thirty (30) days following delivery by City to Actist of written notice of City's inte►ltion to tecminate or (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreeinent. 9.12. Captions Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreeinent. 9.13 Ri�ht to Audit Artist agrees that City will have the right to audit the imancial and business records of Artist that relate to the Worlc (coliectively "Recocds") at any time ducing the Tecm of this Agreement and for three (3) years thereafter in order to determine compliance with this Agceement. Throughout the Term of this Agreeinent and for three (3) years thereafter, the Artist shall make all Records available to the City at 1000 Tlvoclanorton 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. 9.14. Certified MBE/WBE. If applicable, Artist is encouraged to make its best effort to become a certified Minority Business Enteiprise (MBE) or Woman Business Enterprise (WBE) firm with a certifying agency whose certiiication is accepted by the City under the City's Business Divet•sity Entecprise Ocdinance. 9.15 Survival Provision The provisions contained in Articles 5(Ownership and Intellectual Property Rights), 6(Warranties of Title and Copyright), 7(Artist as an Independent Contractor), and 8(Indemnification) shall survive the termination or expiration of this Agreement. 9.16 Counterparts and Electronic Si nag tures 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 far all purposes as an original signature. 9.17. Time Extensions The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this Agreement. Agreement Between the City of Fort Worth and Page 12 of 18 Janet Zweig LLC for Preliminary Design of Public Art for North Beach Corridor ARTICLE 10 NOTICES All notices, requests, deinands, and other cominunications 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: CITY OF FORT WORTH: Fernando Costa, Assistant City Manager City Manage►•'s Office City of Fort Worth 1000 Throcicinorton Street, Third Floor Fort Worth, Texas 76102 Copies to: Sarah Fullenwider, City Attorney Office of the City Attorney City of Fort Worth 1000 Throckmorton Street, Third Floor Fort Worth, Texas 76102 Martha Peters, Vice President, Public Art Arts Council of Fort Worth & Tarrant County 1300 Gendy Street Fort Worth, Texas 76107 2. ARTIST Janet Zweig, Sole Proprietor Janet Zweig, LLC 54 Willow Street #4A Brooklyn, NY 11201 IN WITNESS HEREOF, the Parties hereto have executed this Agreeinent as of the Effective Date. CITY OF FORT WORTH by: �i�—• Fernando Costa Assistant City Manager JANET ZWEIG, LLC � � � (i�..._..� . Janet eig S �'e�r '�ip�„�e� Agreement Between the City of Fart Worth and Page 13 of 18 Janet Zweig LLC for Preliminary Design of Public Art for North Beach Corridor APPROVED AS TO FORM AND LEGALITY: �, � � _ j �. � ' � � LJ./►�' Tyler F. Wallac]i � ��" Assistant City Attorney ATTESTED BY: Pdlary J. Kayse City Secretary Contrnct Authorization: M&C — No M&C Required +� a � �D t1V� �[ �k �Qo�.....,no° �_q OFFICIAL REC66dD CITY SECRETARY FT. WORTH, TX � -- �-� �yv.. Agreement Between the City of Fort Worth and Page 14 of 18 Janet Zweig LLC for Preliminary Design of Public Art for North Beach Corridor Exhibit A: Site ..na,:, - s.�<<�t,�. ) :1"p ^ il tiunt-�t...r•l yY�rl � v'�O �� ; +�0• .. � .. �r r,� „iEa i: j+�4 h '�1D\F1 84iA tN� � . � . J S .�i,�:.ct C�.s 5" Cm �� }I' �<�1flm1 $ �aic .r a� 'C .;,ty .�� ._ ,.....na(:� �i ' U < � .. o�� i,icar�enA � y�+oac� ' 1" H 9�, ac. � i't : � �'� �r�i . � E � S'J � �`�� t�11 ¢.�i..�. F . rl ..� 13 �I ��qr 1�{ `2 _ �Di i'cit:r...il`: a' _ c v . �� A. � V ... .l � . � � ��.��.r �� t .. �i C n ..c�i[4� F�'•. t',� �iu. t� E � . - _ VAIa9Kat ' � A�oad�.un� , � .. �E�a�.�>>:�;, Sprinps `c .� . :, ., 6 o .. 9<,�. e•� o� , t;; 1 .��:t� C.h .... . � ` i;y 3 ��te:��[.. sl.t s-�:; � u c: -.. ri os �m .e��x h.a, ea ��,.r.;; <a . ..,t� � e,-�,:� .... �, � �: � :n:,� e� . � _ L'. 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U' J " C� 1; A ...__ Itc: >�i)i . . .i:�.� � < �aiC: v C a . t .. _ `{ � t, ci �!' - a . t...inrvY(�. ]1 z " E il,_ ,�� 1. ..� I:' p a � F i � i i i[ i � 1' �n .�D: �3' .. _ ,�. ..n Sh:ev Pe ..... e . , � Y 7:��,., , � sivre�l:n�� v�,;,n_ . � � .. n tT � c� l .� I . ` 5 ) ,<r,a Cr .�a..,. _ ,. Agreement Between the City of Fort Worth and Page 15 of 18 Janet Zweig LLC for Preliminary Design of Public Art for North Beach Corridor ��" � ,, . r_ �. �. FORT WORTH PUBLIC ART PROJECT BUDGET Please complete this form and attach a signed receipt or estimate complete with per unit costs (no lump sums) for all items designated with an asterisk("). Cost increases must also have a written estimate attached. ARTIST'S FEE TRAVEL (For artists who live more than 50 miles from Fort Worth) Airfare Car Rental Per Diem Expenses at $_ per day Mileage at $_ per mile INSURANCE ADMINISTRATIVE EXPENSES Auto/Hired Vehicle Liability General Liability for Artist / Subcontractors Worker's Comp. / Employer's Liability Other, as applicable Phone/Fax Delivery/Shipping (for correspondence, samples, models, drawings etc) Reprographic Service Supplies PROFESSIONAL CONSULTANT FEES (If applicable, drawing must be signed and sealed by a professional registered to practice in the State of Texas) MATERIALS Architect` Structural Engineer* Electrical Engineer" Conservator" Photographer (for documentation of completed work)* Other" (Please attach a complete list of materials. Itemize all anticipated aspects and components with per unii cost estimates) Materials' Total FABRICATION COSTS (Include and itemize all portions of subcontracted work and work to be completed by artist.) Artist's Labor (_ hours at $_ per hour) Total Subcontracted Labor` (Total) Facility/Equipmenl Rental (used exclusively for this project) related to fabrication SITE PREPARATION (Do not include costs covered by FWPA, City of Fort Worth or others) Test Drilling* Removal* Landscaping/Irrigation* Electrical Modifications` Water Work/Mechanical Devices Other' (Revised May 2011) Agreement Between the City of Fort Worth and Page 16 of 18 Janet Zweig LLC for Preliminary Design of Public Art for Nordl Beach Corridor Wat� W�i��tM��;lreai�snl G�tJI.:� C� Irai' r.',r.�t 1nrr��s�s � Fao�;�a•:l IiSraynsp in t`s:�a "iir� Fr�4�e�aeti��n 12 i.1r+r�h� In Ftit��a TfiANSPt�RTATIf�N Ma�rialstoF�tr�:ati�n �ite• Fln�It�Wt+ktr�lir,�ell�tir,n �ile` ��h It��' . t:oe.a in:ie�se�?. 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