HomeMy WebLinkAboutContract 44547cmr sEc�°� �
COIJ�IZACT N�r ..,r.� �" ��� 1-
AGREEMENT BETWEEN THE CITY OF FORT WORTH
AND ANTI, INC. FOR CONCEPTUAL DESIGN PROPOSAL FOR PUBLIC
ART FOR THE NORTH BEACH CORRIDOR
This Agreement is entered into this �day of `; 6' �� , 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 Anti, Inc., a Washington for profit corporation, acting by and
through Sheila Klein, its duly authorized President, located at 6988 Bayview-Edison Road, Bow, Washington
98232. City has designated the Arts Council of Fort Worth and Tarrant County, Inc., to manage this
Agreeinent 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
Wocth residents, to commemorate the City's rich cultural and ethnic diveisity, to integrate the design work of
actists into the development of the City's capital infcastcucture improvements, 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 Sl�river Road; and Keller-Hicks Road froin Alta Vista Road to Park Vista Boulevard;
WHEREAS, City has set aside funds to design and commission public art/design enhancements in
conjunction with street improvements projects from the 2008 Capital Iinprovements Prograin and the 2007
Critical Capital Needs Program;
WHEREAS, a public art consultant conducted a coirununity 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, community, or other themes appropriate to the site, and created the North Beach
Street Corridor Public Art Recommendations document;
WHEREAS, the North Beach Corridor project was identified in the fiscal year 2013 Annual Work
Plan and the City has allocated funds for design, fabrication and installation of public art at this Site based on
the North Beach Street Corridor Public Art Recommendations;
WHEREAS, the Fort Woi•th Art Cominission ("FWAC") has overseen an artist selection process in
accordance with the guidelines in the Fort Worth Public Art Master Plan;
W�IEREAS, the project inanager, in consultation with an FWAC Art Commissioner and an arts
professional reviewed qualified artists from the Fort Worth Public Art pre-qualified list, resulting in the
recommendation of several artists as finalists for the Project;
�FFII�IAL REC�idD
CITY SECRE1fAR1�
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Agreement Between the City of Fort Worth and _.__. ______ ______,
Sheila Klein for Preliminary Design of Public Art for North Beach Corridor
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Page 1 of 18
W�IEREAS, 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 submissions 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;
WHEIZEAS, City and Artist wish to set out the terms and conditions under which said Work shall
be designed to promote the integrity of Artist's ideas and statements as represented by the Work.
NOW, THEREI'ORE, 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 Anti, Inc. and/or its partners, members, managing
ineinbers, officers, managers, proprietors, directors, employees, representatives, agents, subsidiary
organizations, parent organizations, successor entities, assigns, predecessors, stockholders, administrators,
subartists, contractors, and related coinpanies.
1.3 Artist Selection Panel — Means and includes a panel comprised of arts professionals,
community stakeholders, City staff representatives, City Council Member, and a FWAC representative.
1.4. Contract Manager — Means and includes the Arts Council of Fort Worth and Tarrant
County, Inc., and/or its ofiicers, directors, einployees, agents, subsidiary organizations, parent organization,
successor corporations, assigns, predecessors, stockholders, administrators, and related companies.
1.5. 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 official date of execution of this Agreement.
1.7. Parties — Means and includes City and Artist.
1.8. Conceptual Design Proposal — Means all preliminaiy drawings, sketches, narrative
descriptions, budget estimates, and the like that are created by Artist in connection with this Agreement
between Artist and City far the Work.
1.9. Conceptual Design Proposal Deliverables — 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.
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Sheila Klein for Preliminary Design of Public Art for North Beach Corridor
1.10. Project — Means and includes the capital iinproveinent or public art development
undertaking of City for which Artist's services are to be provided pursuant to this Agreement.
l.11. Project Stakeholders — Means and includes the appropriate City Council Member(s), and
their appointed community representatives and the FWAC's appointed representative and others as inay be
appropriate.
1.12. Project Consultant — Means and includes the design firm/professional(s) hired by City to
design the Site.
1.13. Site — Means the North Beach Street Corridor, which includes N. Beach Street fi•om Golden
Triangle to Keller Hicks; ICeller-Hicks to Timberland; Vista Meadows to Shriver Road; and Keller-Hicks
Road from Alta Vista Road to Park Vista Boulevard, which are more particularly 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 Agreement, or any intermediary stage of completion of such work.
ARTICLE 2
PURPOSE SCOPE OF SERVICES AND DELIVERABLES
2.1. Purpose. The purpose of this Agreeinent 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 iinal 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 Agreement.
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 agreeable 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 time.
e. Artist shall allow video recording and photography of his/her Conceptual Design Proposal
Presentation to the Artist Selection Panel.
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Sheila IClein for Preliminary Design of Public Art for North Beach Corridor
£ Artist will meet 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, inaterials, 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 inaintenance requirements;
ii. Two-dimensional rendering(s) of the Artist's concept, mounted on a rigid board such as
form core board 20" x 30" arid 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
weight of the Work, proposed attachinent method(s), and location(s) for lighting, if any;
iv. A preliminary budget estimate, on the budget form attached hereto as Exhibit "B," for
implementation 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,
transportation, Artist's fee, and all other associated costs fot� the Work including, but not
limited to, lighting and travel. Budget estimate should also include inaterial 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 made from, 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
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Sheila Klein for Preliminary Design of Public Art for North Beach Corridor
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:
i. 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 (noz 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 t11e 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 ownership rights to the Actist's Conceptual Design Proposal, which is set fo1•th in more detail Article 5.
ARTICLE 3
COMPENSATION AND PAYMENT SCHEDULE
3.1. Compensation.
Total compensation to Artist under the Agreement shall be FIVE THOUSAND, FIVE HUNDRED FIFTY
DOLLARS AND NO CENTS ($5,550.00), which shall constitute full compensation for any and all costs
associated with the Agreement, including, but not limited 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. Pa�nent Schedule
a. City agrees to pay Artist in the following installments set forth below, each installment to represent
full and final, non-refundable payment for all services and materials provided prior to the due date thereof:
i. TWO THOUSAND DOLLARS AND NO CENTS ($2,000.00� upon attendance of the artist
orientation meeting.
ii. THREE THOUSAND FIFTY DOLLARS AND NO CENTS ($3,050.00� within thirty (30)
calendar days after Artist submits all of the Conceptual Design Proposal Deliverables
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Sheila Klein for Preliminaiy Design of Public Art for North Beach Corridor
required under Article 2.4 of this Agreement and makes a presentation of the Conceptual
Design Proposal to the Artist Selection Panel.
iii. FNE HLTNDRED 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 Project. City shall supply Artist wiYh 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 performance of this
Agreement, including, but not lilnited to, services, materials, mailing/shipping charges and insurance on
submissions to City and/or Contract Manager, cost of all travel, and costs for ArtisYs 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 Agreeinent shall be in effect from the Effective Date and, unless terminated earlier pursuant to such
provisions in this Agreeinent, shall extend until iinal 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 Artist's failure to
perform, giving Artist seven (7) calendar days to come into compliance with the Agreeinent. If Artist fails to
coine into compliance with this Agreement, City shall notify Artist in writing, and this Agreement shall be
terininated as of the date of such notification. In such event, Artist shall not be entitled to any additional
coinpensation.
4.4. Termination for Convenience
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Sheila Klein for Preliminary Design of Public Art for North Beach Corridor
a. The services to be performed under this Agreement inay be terminated by either party, subject to
written notice submitted thirty (30) calendar days before termination.
b. If the termination is for the convenience of City, City shall pay Artist for services actually rendered
up to the effective date of termination.
c. If terinination 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
reinit to City a sum equal to all payinents (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 fi•om 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
Artist grant permission to others to do so except with the express written permission of City.
c. City is not responsible for any third-party infringement 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, perpetuai, irrevocable, and
royalty free license to graphically depict or display the Conceptual Design Proposal and/or Work for
any non-commercial purpose whatsoever. For purposes of this limitation, any graphic depiction or
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Sheila Klein for Preliminary Design of Public Art for North Beach Corridor
display of the Conceptual Design Proposal 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 deeined a non-coinmercial purpose.
c. In 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 permission of City. However, nothing herein shall prevent Artist fi•om 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 making and
dissemination of copies or reproductions of the Conceptual Design Proposal and/or Work, except as
those rights are limited by tlus Agreement. If Artist is selected to proceed as the Project artist, City
may make and disseininate photographs, drawings, and other two-dimensional 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 tl�e following form: "�O date, Artist's name."
e. Nothing in tlus Agreement shall prevent the Artist from using images of the Conceptual Design
Proposal and/or Wark for marketing and promotional purposes in connection with the Ai•tist's
business.
f. City is not responsible for any third-party infringeinent of Artist's copyright and not responsible for
protecting the intellectual property rights of Artist.
ARTICLE 6
WARIZANTIES OF TITLE AND COPYRIGHT
a. Artist represents and warrants that:
i. Conceptual Design Proposal and/or Wo►•Ic shall be the ociginal pc•oduct 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/ar 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;
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
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Sheila Klein for Preliminary Design of Public Art for North Beach Corridor
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
off"icer, 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 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, einployees and subcontractors, and doctrine of respondent superior has no application as between
City and Artist.
ARTICLE 8
INDEMNIFICATION
8.1. GeneralIndemriitv
a. ARTIST COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, I�OLD
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 HIND OR NATURE, INCLUDING, BUT NOT LIlVIITED 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 W�IICH
RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM THE ANY ACTS,
ERRORS, OR OMMISSIONS OF ARTIST AND/OR ARTIST'S SUBARTISTS AND CONTRACTORS
AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS,
PARTNERS, AND I2EPRESENTATIVES IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS
AGREEMENT.
b. Artist agrees to and shall release City from any and all liability for injury, death, damage, or loss to
persons or property sustained or caused by Artist in connection with or incidental to performance under this
Agreement.
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Sheila Klein for Preliminary Design of Public Art for North Beach Corridor
c. Artist shall require all of its subcontractors to include m 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 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 payinent or collection of any such fees or financial obligations.
City speci�cally 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 TI-IAT ARTIST SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD I�ARMLESS
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 12EASON OF AN ALLEGED OR ACTUAL COPYRIGHT
VIOLATION OR OTHER LACK OF OWNERSFIIP, 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. This intellectual property indeinnification provision shall survive the
termination or expiration of this Agreement.
ARTICLE 9
MISCELLANEOUS
9.1. Com lip ance
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 A�reeinent
This writing einbodies the entire agreement and undeistanding 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.
9.3. Amendments
No alteration, change, modification, or amendinent 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
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 payinent or acceptance of fees for
any period after a default shall not be deemed a waiver of any right or acceptance of defective perforinance.
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Sheila Klein for Preliminary Design of Public Art for North Beach Corridor
9.5. Governing Law and Venue
If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be
construed in accordance with the laws of the State of Texas.
9.6. Successors and Assi�ns
Neither party hereto shall assign, sublet, or transfer its interest herein without prior written consent of the
other party, and any attempted assigmnent, 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 perinitted assigns.
9.7. No Third-Party Bene�ciaries
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 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.
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; incleinent weather;
govermnental 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 siinilar 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 requirement 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 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.
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Sheila IClein for Preliminary Design of Public Art for North Beach Corridor
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
Artist of written notice of City's intention to terminate oc (ii) the last date for which funding has been
appropriated by the Fort Worth City Council for the purposes set forth in this Agreement.
9.12. Captions
Captions and headings used in this Agreeinent are for reference purposes only and shall not be deemed a part
of this Agreement.
9.13 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 diu�ing 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 malce 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.
9.14. Certified MBE/WBE.
If applicable, Artist is encouraged to make its best effort to become a certified Minority Business Enterprise
(MBE) or Woman Business Enterprise (WBE) firm with a certifying agency whose certiiication is accepted
by the City undec the City's Business Diveisity Ente�•prise Ordinance.
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(Indemriification) shall survive the
termination or expiration of this Agreement.
9.16 Counterparts and Electronic Signatures
This Agreement may be executed in several counterparts, each of which will be deemed an original, but all
of which together will constitute one and the same instrument. A signature received via facsimile or
electronically via einail shall be as legally binding for 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.
ARTICLE 10
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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 deeined 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 Managei's Office
City of Fort Worth
1000 Throclanorton Street, Third Floor
Fort Worth, Texas 76102
Copies to: Sarah Fullenwider, City Attorney
Office of the City Attorney
City of Fort Worth
1000 Throckinorton 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 Sheila Klein
6988 Bayview-Edison Road
Bow, Washington 98232
IN WITNESS HEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
CITY OF FORT WORTH
by: �/�
Fernando Costa
Assistant City Manager
President
Agreement Between the City of Fort Worth and Page 13 of 18
Sheila Klein for Preliminary Design of Public Art for North Beach Corridor
APPROVED AS TO FORM
AND LEGALITY:
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Tyler F. Wa�Ilach
Assistant City Attorney
ATTESTED BY:
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Mary J. Kayser
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City Secretaiy
Contract Authorization:
M&C — No M&C Required
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Agreement Between the City of Fort Worth and
Sheila IClein for Preliminary Design of Public Art for North Beach
OFFICIAL RECORD
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�r° �����y �at Page 14 of 18
Exhibit A: Site
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Agreement Between the City of Fort Worth and Page 15 of 18
Sheila IClein for Preliminaiy Design of Public Art for North Beach Corridor
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 lhan 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
Olher, 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 praclice
in lhe State of Texas)
Architect*
Siructural Engineer"
Electrical Engineer*
Conservator`
Photographer (for documentation of completed work)"
Other"
MATERIALS
(Please attach a complete list of materials. Itemize all anticipated aspects and
components with per unit cost estimates)
Malerials' Total
FABRICATION COSTS
(Include and itemize all portions of subcontracted work and work to be completed by
artist.)
ArtisPs Labor (_ hours at $_ per hour) Total
Subcontracted Labor* (Total)
Facility/Equipment Rental (used exclusively for this projecl) related to fabrication
SITE PREPARATION
(Do not include costs covered by FWPA, City of Fort Worih 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
Sheila Klein for Preliminaty Design of Public Art for North Beach Corridor
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Agreement Between the City of Fort Woi•th and Page 17 of 18
Sheila Klein for Preliminaiy Design of Public Art foi• North Beach Corridor
Exhibit C: Sales Tax Exemption
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Agreement Between the City of Foi•t Wocth and Page 18 of 18
Sheila Klein for Preliminaiy Design of Public Art for North Beach Corridor