HomeMy WebLinkAboutContract 44549 CITY SECRUARY
CONTRACTNO.,
AGREEMENT BETWEEN THE CITY OF FORT WORTH
AND CHRISTOPHER F NNELL LLC FOR CONCEPTUAL DESIGN
PROPO'SAI-4 FOR PUBLIC ART �.� THE NORTH BEACH CORRIDOR
This rccrncn� �.
� entered into h,is dad+ ...._� 20 131 by and between the City of
Fort Worth, a home-rule municip l corporation of the State of Texas, acting y and .rough'Feman Co:s.
its duly authorized , .s,sistant City Manager, and Christopher Fennell LLC, a Limited Liability Company,
located at 5104 Clairmont Ave S, Birnlingliam, AL 35222, and acting by and through Christopher Fennell,
its duly authorized member. City lias designated the Arts Council of Fort Worth and Tarrant County,Inc., to
manage this Agreement on its behalf. The Contract Manager shall act thx ugh its designated Public Art
project manager,
WHERF,AS. 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 are enhanced visual environment for Fort
Worth residents, to corn il einorate the City's ricli CUItUra.l and ethnic diversity, to integrate the design work of
artists into the develop rent of the City's capital InfrastrLrcture improvements, and to promote tourism and
econorNnic vitality in the City through the artistic design of public spice
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 from Alta"Vista Road to Park Vista Boulevard;
WHEREAS,, City has set aside funds to design and conimission public art/design enhancements in
conjunction with street improvements projects frorn the 2008 Capital Improvements 'Program and the 2007
Critical Capital Beds Program
WHEREAS, a public art consultant conducted a community workshop that explored the identity of
the community along with public art and design enhancement opportunities, along the North Leach Corridor
that reflect the environment, community, or other themes appropriate to the site, and created the North Beach
Street Corridor Public .art Recommendatio ns document*,
WHERE the North Beach Corridor pro ject was identified in the fiscal year 2013 Annual Work
Plan and the City has allocated funds ror design, fabrication and installation of public art at,this Site lased on
the North Beach Street Corridor Public Art Recommendations,
WHEREAS, the Fort Worth Art Cor i—mission "F C"w has overseen arl artist selection process in
accordance with the guidelines in the Fort Worth :public Art Master Plan
WHEREAS, the project manager, in consultation with are F"WAC Art Commissioner and an arts
professional reviewed qualified artists from the Fort Worth Public .art pre qualified list, resulting in the
recor i endation of several artists as finalists for the Project;
RECORD 0 OFFICIAL
Agreement Between h "it of Fort Worth and Page of 18 CI,TIY SECRETARY
l.risto l�rer Fennell I:, . for Preliminary lei of Public FforWZr"1AX%0Tkr
Christopher
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WHEREAS, Artist has been selected as one of the finalist for the PrqJect and is being asked to
develop a conceptual proposal and submit that proposal for review and consideration by the A-rtist 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;
WHEREA,S, City and Artist wish to set out the terms and conditions under which said Work shall
be desigped 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 I
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings as set forth below:
I.I. Agreement—Means and includes this Agreement between. tile City of Fort Worth and Ball-
Moues Studio for Proposal Design of public art for the Site.
1.2. Artist - Means and includes Christopher Fennell LAC andJor its partners, members,
managing members,, officers, managers, proprietors, directors, employees, representatives,l agents, subsidiary
organizations, parent organizations, successor entities, assigns, predecessors, stockholders, administrators,
subartists,, contractors,, and related companies.
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*14* Contract Manager — Means and includes the Arts, Council of Fort Worth and Tarrant
County, Inc., and/or its oifficers, directors, employees, agents, subsidiary organizations, parent organization,
successor corplorations, assigns, predecessors, stockholders,administrators, and related companies.
1.5. Clity — Means and includes the City of Foil Worth, Texas and its officers,, representatives.)
agents, servants, and empiloyees.
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.
1080 Conceptual Design Proposal — Means all preliminary drawings, sketches, narrative
descriptions, budget estimates, and the like that are created by Artist in connection with this Agreement
between Artist and City for the Work.,
1.9. Conceptual Design Proposal Deli'verables — Means and includes those items set forth in
Article 2A of this Agreement that Artist is required to submit to City for its review and approval.
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Christopher'FennelI .PLC for Preliminary Design of Public Art for North Beach Corridor
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1.10. Pr Jec"t Means and includes the capital im r,ovement or, public art development
op
undertaking of City for which Artist's services,are to be provided pursuant to this Agreement.
1,11. Project Stakeholders Means and includes the appropriate City Council Member's), and
. I I
their appointed community representatives. and, the FWAC's appointed representative and others as may be
appropriate.
1.12. Project Consultant — can and includes the design firiii/professional(s) hired by City to
deign 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 -I"irnberland; Vista Meadows to Slu-iver Road; and Keller (..:licks
Road from Alta Vista Road to Park Vista Boulevard,, w1iich are more particularly described on Exhibit "A,"
attached hereto and.incorporated herein by reference for all purposes.
1.14. 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.
ARTICL,E 2
PURPOS SCOPE OF SERVICE�$,,, AND DELIVER-ABLES,
2.1. Purpose. 'rhe 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 desi&rn development and coramission of
the Work. T he 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.-30prn; 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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Ch-rIstopher Fennell LLC for Preliminary Des,ig,n of Public Ai-t for North Beach Corridor
Artist will meet via conference call with the project manager, WAC's appointed representative, and
arts professional for the purpose of a design progress report to receive feedback on their initia,l
concepts and have the opportunity to ask questions.
9. 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. Cit �Ass�istqnce.
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. Copc� Propt,Deliverables
� ,al Desigq_ gsa
a. Artist shall provide services and all supplies, materials, and equipment necessary to provide certain
deliverables, as set.forth in this subsection to City fear consideration.
bi. Conceptual Design Proposal Deliverables shall consist of the following:
i. A written narrative description of the Artist's concept, proposed nmaterials, fabrication and
installation methods,,timeline for completion and maintenance requirements;
ii.. Two-dimensional renderings) 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 -1711esl- 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 tile Site, including approximate
weight of the Work,proposed attachment method(s), and location(s) for fighting, 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 a_ ount not exceed $750,00�O�, which
includes all costs for materials, labor, fabrication, delivery, installation, insurance,
transportation, Artist's fee, and all other associated costs for 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 made from, showing
durability, texture, color, etc., as appropriate. No models or prototypes shall be presented to
the A_rtilt 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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Christopher Fennell LLC for Preliminary Design of Public A_rt for North Beach Corridor
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sub netted 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 .l2-0 00 Noon(Central 711ine), five days in advance of the presentation date.
e. The initial concept sketches and the Conceptual Des,ign Proposal Deliverables shall be sent in one of
the following manners:
i. Via email to alabbe( "wpublicart.org_(9 MB size limit per each email)
H. Via an F P site, Such as www.yousendit.coni or d,rolpbox.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 76 107.
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 the 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 riot receive any additional compensation for such designation; however, such designation does
affect ownership rights to the Artist's Conceptijal Design Proposal, which is set forth in more detail Article 5.
ARTICLE 3
COMPENSATION AND PAYMENT SCHEDULE
3.1. Q�ensation.
Total compensation to Ai-fist under the Agreement shall be FOUR THOUSAND, ONE HUND-RI-4',D FIFTY
DOLLARS AND NO CENTS ($4,,150.00), which shall constitute full compensation for any and all costs
associated with the Agreernent, 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. EU�rqent Schedule
a. City agrees to pay Artist in the following installments set forth below, each installment to represent
full and final, non-refundal-le payment for all services and materials provided prior to the due date thereof:
i. BONE THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS $I.,_�00. ) ,
upon
attendance of the artist orientation meeting.
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Christopher Fennell LLC for Pre tin iinary Design of Public Art for North Beach.Corridor
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TWO THOUSAND ONE HUNDRED.FIFTY DOLLARS AND NO CENTS 50.00)
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® 1"IVE FIUNDRED DOLLARS AND NO CENTS (L50Q.0
ff) within thirty (30) ca endar 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 with the "Texas Certificate of Exemption," in substantially the same
form as that attached hereto as Exhibit "C"for use by Artist, in the fulfillment of this Agreement.
3.4. Artist's Expe
Lnses.
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 and/or Contract Manager, 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
.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 A_rtist 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 Cana.. er 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 .rust's failure to
perform, giving Artist seven (7) calendar days to come into compliance with the Agreement. If Artist fails to
come into compliance with this Agreement, 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 awy w&dWN(,-m-A
compensation.
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Christopher Fennell LI.,..0 for Preliminary Design of Public Art for North'Beach Corridor
4A. Termination for Convenience
a. The services, to be perforiiied under this Agreement may be terminated by either party, subject to
written notice submitted thirty(30),calendar days before termination.
b. If the termination is for the convenience of City, City shall pay Artist for services actually rendered
Up to the effective date of terminatio,ii.
C. 1f 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 RIGMTSO
5.1 Non Scicctcd Artists
a. If Artist is not selected to proceed to the next phase of the! Project as the Project artist, then, upon
payment in f u 11 to the Artist, the Conceptual Design Proposal and all other work product under this
Agreement, shall becorne the property of City for a period of one year from the date the City sends
final payment to Artist under flits 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 make
any additional exact duplicate reproductions of the Conceptual Design Proposal, nor shall
Artist gart muss on 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 a eve-stated one-year period, the City decides to select the Artist to proceedto 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 pity, 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 free license to graphically debt or display the Conceptual Design Proposal andJor Work for
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Christopher Fennell LLC for Preliminary Design of public Art for North Beach Corridor
any non-commercial purpose whatsoever. For purposes, of this limitation, any graphic depiction or
display of the Conceptual Design Proposal and/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-cornmercial purpose.
C. In view of the 'Intention that the Conceptual Design Proposal and the Work be unique, Artist
shall not make any additional exact duplicate reproductions of the Conceptual Design Proposal
or, the WorkI nor shall Artist grant permission to others to do so except with the express
written permission of City. However, nothing herein shall prevent Artist from creating
future artworks 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 this Agreement. If Artist is selected to proceed as the Project artist, City
may make and disseminate 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 the following form: "C date, Artist's narne."
e. Nothing in this Agreement shall prevent the Artist from. using images of the Conceptual Design
Proposal and/or Work for marketing and promotional purposes in connection with tile rust'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
WARRANTIE TLE AND COPYRIGHT
a., Artist represents and warrants,that".
i. Conceptual Design Propo�sa,l and/or Work shall be the original 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 Agreementl
iv. Conceptual Design Proposal and/or Work or duplicate thereof) have not been accepted for
sale elsewhere;
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Christopher Fennell LLC for Preliminary Design of Public Art for North Beach Corridor
V. Artist has the full power to einter into and perform 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 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
hereiti 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.
ARTI('I. 8
INDEM, NIFICATION
8,1. General hidemn
ARTIST COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD
HARMLESS,, AND DEFEND, AT ITS OWN EXPENSE, CITY FROM AND AGAINST ANY AND
ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES,
EXPENSES, COSTS, FEES (INCLUDING, BUT' NOT LIMITED TO, ATTORNEY'S FEES AND
COST S OF DEFENSE), PROCEEDINGS5 DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS
OF ANY KIND OR NATURE, INCLUDING, BUT NOT LEWTED TO, THOSE FOR PROPERTY
LOSS (INCLUDING, BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY,
LOST PROFITS, AND PROPER F I`Y DAMAGE) AND/OR PERSONAL INJURY (INCLUDING, BUT
NOT LIMITED TO, DEATH) TO ANY AND A-LL PERSONS, OR OTI-IERHARNI FOR WHICH.
RECOVERY OF DAMAGES IS SOUGHT, OF W`HATSOEW.--.R KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESLIj"I"'ING FROM THE ANY ACTS,
ERRORS,OR OMMISSIONS OF:ARTIST AND/OR ARTIST7S SUBARTISTS AND CONTRACTORS
AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, D1 RECTORS, MEMBERS,
PARTNERS, AND REPRESEN"I"ATIVES IN CONNECTION WITH TIM EXECUTION,
PERFORMANCE, AT'I"EMPTED PERIFORMANCE, OR NONPERFORMANCE OF THIS
AGREEMENT.
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Christopher Fennell LL C for Pretirninary Design of Public Art for North Beach Corridor
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b. Artist agrees to and shall release City from any and all liab�ility for injury, death, damage, or loss to
persons or property sustained or caused by Artist in connection with or incidental to performance Linder this
Agreement.,
C. Artist shall require all of its subcontractors to include in their subcontracts,a release and indernnity in
favor of City in substantially the same form as above.
8.2. Intellectual Pr er�
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 assuniption 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, regardin ayment 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 THXY ARTIST SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS,
C1T Y FROM AND AGAINST ANY AND ALL CLAIMS,, LOSSES, DAMAGES, ACTIONS, OR
EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BU 71' 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 AC,r FUAL 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. This intellectual property inderrinification provision shall survive the
termination or expiration of this Agreement.
ARTICLE 9
MISCELLANEOUS
9.1. Cornpl ranee
Artist shall comply with all Federal, state, and local statutes, ordinances, and regulations applicable to the
performance of Artist's services under this Agreenient.
9.2. Entire Aueement,
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.
9.3. Amendments
No alteration change, modification or amendment of the terms of this, Agreement shall be valid, or effect*
11 1 effective
unless made in writing and signed by b�oth parties hereto and approved by appropriate action of City.
9.4.- Waiver
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Christopher Fennell LLC for Preliminary Design of ublic art for North Beach Corridor
No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent
default of any terins, 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. Goverping Law and Venue
Tf 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 an4-As s
Neither party hereto shall assign, sublet, or transfer its interest herein witliout 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 beriefit of City
arid Artist and their respective success ars,and permitted assigns.
9-7. No Thir d-PaTly
a en.e fici ar es
i
The provisions and conditions of'this Agreement are solely for the benefit of City and Artist, and any lawful
sticces:sor or assign, and are not intended to create any rights, contractual, or otherwise, to any other person
or et"ItIty.
9.8 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.
9.9. Force Ma
j ewe
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 conimotion, acts of God,- inclement weather
I
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
of 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 i or construction requirement shall, be extended for a period of
time equal to the period such party� was delayed.
'
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
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Christopher F'ennell,LLC for Preliminary Design of PublIc Art for North Beach Corridor
against the drafting party must not be employed in the interpretation of this Agreement or any amendments
or exhibits hereto.
9.11. Fiscai FunLding Out
If, for any reason, at any time during any term of this Agreement, the Fort Worth City Council 'fails to
I
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 ffinding 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 Agreement are for reference purposes only and shall not be deemed a part
of'this Agreement.
13. Ri ht to Audit
Artist agrees that City will have the right to audit the financial and business records of Artist that relate to the
Work (collectively "Records") at any time during the "eerie 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 A-rtist shall make all Records available to the City at 1000
Tluoocki-norton Street, Fort Worth, Texas or at another location in the City accep�tab�le 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 Worrian Business Enterprise (WBE) flan with a certifying agency whose certification is accepted
by the City under the City's, Business Diversity Enterprise 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 (Indemnification) shall survive the
termination or expiration of this "Agreement.
9.16 CounteipArts and Electronic Sigpatures
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.
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
Christopher Fennell 1,J.0 for Preliminary Design of Public Art for North Beach Corridor
ARTICLE 101
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 prepai,d,as follows:
1. CITY OF FORT WORTH.- Fernando Costa, Assistant City Manager
City Matiager's Office
City of Fort Worth
,1000 roc nor ton Street, Third Floor
Fort Worth,Texas 76102
Copies to: Sarah Ftillenwider,City Attome
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 Werth,"T Teri 76107
2. ARTIS7r Christopher Fennell, Member
Christopher Fennell LLC
5104 Clairmont Ave S
Birmingham, AL 35222
fN WITNESS HEREOF the Part' 11
.j I antics hereto have executed this Agreement as of the Effective Date.
CITY OF FORT WORTH C11RISTOPHER FENNELL LLC
000r�r
Ile,
01/
/I
mae
h . by-
Fernando Costa Christopher Fennell
Assistant City Manager Member
Agreement Between the City of Fort Worth and Page 13 of 18
Christopher Fennell L for Preliminary Design of Public Art for Illh Reach Corridor
APPROVED AS TO FIO�RM
AND LEGALl"'I"Y-0
Tyler F. Wad ach
Assistant City Attomey
x
0
ATrESITD,BY:
o
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C
Mary J. Kaysler
City Secretary
Contract Autliorization,
M&C—No,M&(Lge ir
qL_g�q
OFFICIAL RECORD
CITYSECRETARY
F
of mRTH,,TX
Agreement Between the City of Fort'Worth and Page 14 of 18
Christopher Fennell 1,,,'I,C for Preliminary Design Of PUblic Ail for or Beach Corridor
ll!. ibi : Site
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Agreement Between the pity of fort Worts and Page 15 of 1
Cluistopher Fennell L C for Preliminary Design of Publictkrt for North BeachCOITidor
OR 'YVQR"H PUBLIC ART PROJECT BUDGE
`10 or es imate
nit
as,en
ARTIST'S FEE
TRAVEL
(For artists who live more than 50 miles from Fort"'worth)
Airfare
Car Dental
Per Di' n Expenses at$_ ,per day
Mileage at$--Per mile
INSURANCE
Auto/Hired Vehicle Liability
General Liability for Artist/Subcontractors
Workers Comp.i Employer's Liability
Other,as applicable
ADMINISTRATIVE TIVE EXPENSES
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)
Architect*
Structural Engineer*
Electrical Engineer*
Conservator*
Photographer(for documentation of completed work)*
Other*
MATERIALS
IALS
(please attach a complete list of materials.Itemize all anticipated aspects and
components with per unit 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/Equipment 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�*
Landscapingll'rrigation*
Electrical Modifications*
'Pater Work/Mechanical Devices
Other*
(Revised May 2011
Agreement Between the City of Fort Worth and Page 16 of 18
Christopher Fennell LLC for Preliminary Design of Public Art for North Beach Corridor
................
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Cost Pu 1n#A,&*s*iin C*:,,a Mou ri t I ivy Forj otj 12 Mao tw*Ire Future
1"STALLATION COSTS,
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GRAND TOTAL f Inc luding prof w*d com In mase,If gin i,
piqlav mmw XTY mKosswy"Cips"Wo.
Data:
Agreement Between the City of 1"ort Worth and Page 17 of 18
Christopber Fennell LLC for Preliminary Design of Public Art For North Beach Corridor
Sales Tax Exemption
Exhibit C.
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I und'em"'t."I'mi nth, I Will tw hahl"t for ra-mer"I cWt" tax Whic"h"may hvvt4me Jue fi"v; f ilurr to ccomr,ply
with oft"'t"It'state"city,afmd,�'t'v ma it:ktl ;sUdIxtrity #,I)d ast!r, %,14'w"s arwj
rule rcya,r tig,ctxvit"Ipt '11mes, f, -t,)'I(*tm,.*wvlf,fiv,drivemnim]I)y th,le pli, paid
for,11"t e tax"AlIckmis rnwhmcd or it,market rental valmc f*",xrthe us ml
I understmW fl at a is 4, Mwattor to givelan cetart calr tc-�the selIrr fimr LaxaWt itetits whit h-
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Agi-eement Between the City of Fort Worth and -Page 19 of 19
Christopher Fennell LLC for Preliminary Design of Public Art for North Beach Corridor