HomeMy WebLinkAboutContract 44548 Cff
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AGREEMENT BETWEEN THE CITY OF FORT WORTH
AND B,ALL'N000ES DESIGNSTUDIO FOR CONCEPTUAL DESIGN
PROPOSAL FOR PUBLIC ART FOR THE NORTU BEACH CORRIDOR
This
Agreement s entered
day f 2013, b ,end between the C ty f
"cart Worth, a tome-rule municipal corporation of the State of Texas, acting by and dnrough Fernando Costa,
its duly authorized Assistant City Manager, and Ball-Nogues Design, Studio, LLC, a L inlited. Liability
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Company, located at 2018 North Vine Street, Los Angeles, CA 901068, and acting by and through
its duly authorized member. City has designated tine -ts Council of Fort Werth and TaiT nt County,
Inc., to manage this Agreement on its behalf; 'rhe Contract Manager shall act through its designated uted Puhlic
Art project manager.
WHEREAS, pursuant to Chapter 2, Sections x. 56 through 2-61 of the Fart Worth Code of
Ordinances, the Fort Worth Public Art Program's goals are to create an enhanced visual environment for Fort
Werth resi ents, to coin mien gate the City's ricli Cultural and ethnic diversity, to integrate the design work of
artists into the development of the City's capital Infrastructure mprovernents, and to promote tourism and
economic vitality in the City through the artistic design of public sprees,
WHEREAS, City is designing and constructing street improvements in the North Beach Street
Corridor, which includes N. each Street from Golden Triangle to Keller Hicks; Keller-Hicks ks to Timberland;
Vista Meadows to Shriver loud- and Keller-Hicks Baud from Alta Vista hod to Park Vista Boulevard-
WHEREAS, City has set aside Rinds to design and commission public art/design enhancements .in.
conjunction with street improvements projects from the 2008 Capital. Improvements Program and the 20017.
Critical Capital Needs Program;
WHEREAS, a public art consultant conducted a community workshop sho that explored the identity of
the community ationg with public art and design enhancement opportunities along the North ,Beach Corridor
that reflect the environment, community, or other themes appropriate to the site, and created tine North beach
Street Corridor Public Art Recom endat ions document,
W EAS, the North Beach Corridor project was identified in the fiscal year 2013 Annual Work
Plan and the City has all ncated funds for design, fabrication and installation of public art at this Site lased can
the North Leach Street Corridor Public .art Recommendations,
HEREAS,, the Fort Werth Art Cool m ssion (TWAC") has overseen an artist selection process in
accordance with the guidelines the Fort Wortli Public Ail Master Plan
W - E A , the project manager, in consultation with an FWAC Art Commissioner and an arts
professional reviewed qualified artists from the Fort Worth Public .Art dare-qualified list, resulting in the
recommendation of several artists as finalists for the Pro`ect
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Agreement eta een the City of Fort Worth and Page l of l
Bull-Noguu s Design Studio for Preliminary Design of Public A-t f cae u.c v
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 foIr review and consideration by the Artist Selection
Panel,-,
WHEREASI the City intends to select one proposal for the Project based oil 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-,
WHEREAS, 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, THEREFORE, City and Artist for and in consi,cl I eration of the covenants and agreements
here inafter set forth,: the sufficiency of which is hereby act uiowledged, agree as follows:
ARTICLE I-
DEFINITIONS
As used in this Agreement, the following tern shall have the meanings as set forth below-,
1.1. 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 Ball-Nopes Design Studio, LL,C and/or its partners,
members, managing members, oftlicers, managers, proprietors, directors, employees, representatives, agents,
subsidiary organizations, parent organizations, successor entities, assigns, predecessors, stockholders,
administrators, subartists,contractors, and related companies.
1.31 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 officers, directors, employees, 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.
L7. 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 Agreement
between Artist and City for the Work.
1.91. Conceptual Design Proposal Delliveratiles — 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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1.1 0. Pr *ect Means and includes the capital ini rovement or public art development
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undertaking of City for which Artist's services are to be prrovided pursuant to this Agreement.
L 11. Project Stakeholders — Means and includes the appropriate City Council Mlember(s), and
their appointed community representatives, and the FWAC s, appointed representative and others as may be
appropriate.
1.1.2. Project Consultant — Means and includes the design firm/professional(s) hired by City to
design the Site.
1.13. Sifte—Means the North Beach Street Corridor, which includes N. each Street from Golden
""rriangle to Keller Hicks; tiller 4l lei s to Timberland; Vista Meadows to Shriver Road; and Keller-Hicks
Road from Alta Vista Road to Park Vista Boul'eva,rd, which 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 it stage of completion or such work.
ARTICLE 2
PURPOSt'4,, S F V ICES AND DELI VERABL ES
_,_QOPE O �ER
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 Pro ect and ultimately select an artist to proceed to the
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next phase of this Project, which may include preliminary and final desl&m, development and commission of
the Work. The City does not guarantee that Ai-tistwill be selected to proceed to the next phase of the Project
and specifically reserves the right to reject all propo sals or select more than one proposal.
2.2. Scove of Services,.
a. Artist shall perform all services and will furnishall 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 Cluist, 4201
Heritage Trace Pkwy Fort Worth, TX 76244, on June I l""at 3-.30pin; 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 amutually 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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Ball-Nogues Design Studio for Preliminary Des,ign of Ptiblic 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
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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. City AsAA—anc-
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. Conte teal Design Propos4l_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 f ollowing:
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 suppilied 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 coincepit's, relationship to the Site, including approximate
weight of the Work, proposed attachment method(s), and location(s) for lighting, if any,-I
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 $750,00:0, 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 appiropriate� and
V. Material sample(s) that illustrate what the proposed Work would be made from, showing
durability, texture, color, etc., as appropriate. No moIdels or prototypes shall be presented to
the Artist Selection Panel.
cI. 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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Ball-1' ogues Design Studio for Preliminary Design of Public Art for North Beach Corridor
submitted to Contract Manager,no later than 1100 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 Dle ll.verables shall be sent in one of
the following manners.-
i. Via email to alabbe@fwpublicart.org_(9 MB size li,tnit per each email)
ii. Via an FTP sit such as www.yousenditl.com or dropbox.com
ill. Mailed or hand delivered on a CD (not D ) to Fort Worth Public Art, Attention: Alida.
abbe, 13 l Gend-y Street, Fort Worth,,TX 76107.
2.4. Notification of Selection
a. The C'."ontract Manager shall note fy the Artist, in writing, of the final outcome of the artist selection
prolcess,, 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 not receive any additional compensation for such designation; however, such designation doles
affect ownership rights to the Artist's Conceptual Design Proposal, whicli is set forth in more detail Article 5.
ARTICLE 3
COMPENSATION AND PAYMENT SCHEDULE
3.1. Com_ ensation.
Total compensation to Artist under the Agreetnent shall be FOUR THOUSAND, ONE HU ND RED FIFIY
DOLLARS AND NO CENTS ($ ,1501.001), 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 ftimished by Artist under this Agreement. 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 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. ONE THOUSAND FIVE HUNDRED DOLLARS AND NO CENT'S .($J.._,500.00) upon
attendance of the artist orientation meeting,.
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"TWO THOUSAND ONE HUNDRED FIFTY DOLLARS: AND NO CENTS-($2,,15Q.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 ND.RED DOLI,ARS 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 with the "Texas Certificate of Exemption," in substantially the same
A,
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 limited to, services, materials, mailing/shippig 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. Terni
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 t0 Artist by City.
4.2. Gratuities
City may cancel this Agreement if it is found that gratuities in the form of entertainment,, gifts, or otherwise
were offered or given by Artist or any agent or representative to any City or Contract Manager official or
employee with a view toward securing favorable treatment with respect to the awarding, amending, or
making of any determinations with respect to this performance of this Agreement.
4.3. Teri-nination 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 Agreement. If Artist falls to
come into compliance with this Agree. ent, City shall notify Artist in writing, and this Agreement shall be
terminated as of the date of such notification. to such event, Artist shall not be entitled to any additional
compensation.
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4A. Termination for Convenience
a. The services to be performed under this Agreement may be terminated by either party, subject to
written notice submitted thirty(30) calendar days before termination.
b. If the termination is for the convenience of City, City shall pay Artist for services actually rendered
up to the effective date of ter-urination.
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 C'ity a sure equal to all payments if any) made to the Artist pursuant to this Agreement prior
to the effective date of termination.
ARTICLE 5
OWNERSHH)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 tinder this
Agreement shall become the property of City for a, period of one year from, the date the City s,en
final payment to Artist tinder 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, Al-tilt; shall, not make
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 pen,nission of City.
C. City is not responsible for any third-party infringement of Artist's copyright and not responsible for
protecting the intellectual, property fights of Artist.
d. If, within the above Mated one-year period, the City decides to select the Artist to proceed to the next
phase o�f 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 itellectual 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 ConceptualDe,sign 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 sha,11 retain copyright and other intellectual property rights in and to the Conceptual
Design Proposal arid/or Work. Artist grants to the City an exclusive, perpetual, irrevocable, and
royalty free license to graphically depict or display the Conceptual Design Proposal and'or Wo�rk for
Agreenient Betweenthe City of Fort Worth and Page 7of 18
alt-Nogues Design Studio fo�r Preliminary Design of Public Art for North each 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 reproductio�ns of the Conceptual Design Proposal
or the Work, nor shall Artist grant permission to others to do so except with the express
written permission of City. However, nothing herein shall prevent Artist 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 foriw: 'T date, Artist's name."
e. Nothing in this Agreement shall prevent the Artist from using in ages of the Conceptual Design
Proposal and/or Work for marketing and promotional purposes in connection with the Artist'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
WARRAN r FIES OF TITLE AND COPYRIGHT
a. Artist represents and,warrants that:
i. Conceptual Design Proposal 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 Agreement';
iv. Conceptual Design. Proposal and/or Work (or duplicate thereof) have not been accepted for
sale elsewherely-,
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Artist has the full power to enter into and perform this Agreement and to make the grant, of
rights contained in this Agreement; and
All services performed hereunder shall, be performed in accordance with all applicable laws,
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regulations, ordinances, etc., and with all necessary care, skill and diligence.
ARTICLE 7
ARTIST ASINDEPENDENT CONTRACTOR
Artist shall perform all work and services hereunder as an independent contractor, and not as an
officer, agent, servant or employee of'City. Al-tist 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
respons,ible for the acts and omissions, of his/her officers, agents, employees, and subcontractors. Nothing
herein shall be construed as creatm' g a partnership or joint venture between City and Artist, his/her officers,
agents, employees and subcontractors, and doctrine of respondent superior has no application as between
City and Artist.
'ARTICLE 8
INDEMN!'FICATION
8.1. General Indecntr
a. ARTis"r COVENANTS AND AGREES TO AND DOES HEREBY 'INDEMNIFY, HOLD
HARMI.,ESS, 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 DEFENS , PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS
OF ANY KIND OR NATURE, INCLU'DING, BUT NOT LIMITED TO, THOSE FOR PROPERTY
LOSS (INCLUDING, BUT NOT LIMITED TO, WORKERS9 COMPENSATION ACT LIABILITY,
LOST PROFITS, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING, BUT
NOT LIMIT-ED TO, DEATH) TO ANY AND ALL PERSONS, OR o'n-FE R HARM FOR WfUCH
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 ItESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS,
PARTNERS, AND REPI �SENTA'11VES IN CONNECTION WITH THE EXECUTION,,
PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPEIZFORMANCE OF THIS
AGREEMENT.
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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.
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 lr� art
Artist agrees to assume full responsibility for complying with all State and Federal Copyright Laws and any
other regulations, including, but not limited to, the assumption of any and all responsibilities for paying
royalties that are due for the use of other third party copyrighted works by Artist. City expressly assumes no
obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations.
City specifically does not authorize, permit, or condone the reproduction or use of copyrighted materials by
Artist without the appropriate licenses or permission being secured by Artist in advance. IT IS FURTHER
AGREED T'HAT ARTIST SHALL RELEASE, rDEFEN D, INDEMNIFY, AND 11OLD HARMLESS
C11"Y FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR
EXPENSES OF EVERY r rYP'E AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO,
ATTORNEY'S FEES, 'FO WHICH THEY MAY 13E SUBJECTED ARISING OUT OF CITYIS USE
OR POSSESSION OF THE, WORKS BY REASON OF AN ALLEGED OR ACTUAL COPYRIG11T
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 indemnification provision shall survive the
termination or expiration of this Agreement.
ARTICLE 9
MTSCELI ANEOUS
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 ALyreement
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 effective
unless made in writing and signed by both parties hereto and approved by appropriate action of City.
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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 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- Governing aw 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 I"exas.
9.6. Successors and A qs
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 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 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 problern&- or any other circumstances which are reasonably
I I
beyond the control of the party obligated or permitted tinder the terms of this Agreement to do or perform the
same, regardless of whether any such circumstance is similar to any of those enumerated or not,, the party so
obligated or permitted shall be excused from doing or performing the same during such period of delay, so
that the time period applicable to such design or construction requirement shall be extended for a period of
thne equal to the period such party was delayed.
9.1 . Contract Construction
71"he Parties acknowledge that each party and, if it so chooses, its counsel, have reviewed and revised this
Agreement and that the non-nal rule of construction to the effect that any ambiguities are to be resolved
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against the drafting party must not be employed in the inter` retation of this Agreement or any amendments
or exhibits hereto.
9.1 L Fiscal Funding Out
If, for any reason, at any time during any term of this Agreement, the Fort Worth City Council fails to
appropriate funds sufficient for the City to fulfill its obligations under this Agreement, the City may
terminate this Agreement to be effective on the later of (i) thirty (30) days following delivery by City to
Artist of written notice of City's intention to terminate or (6) 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. a
k4ons
Captions and headings used in this Agreement 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
Work (collectively '-'Records") at any time during the Terns of this Agreement and for three (3) years
thereafter in order to determine compliance with this Agreement. Tlu-oughout the Term of this Agreement
and for three (3) years thereafter, the Artist shall make all Records available to the City at 1000
Throe Orton Street, Fort Worth, I exas 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 Busrness Enterprise
BE or Woman Business Enterprise (WBE) firm with a certifying agency whose certification is accepted
by the City Linder 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 (Indemn Ifi cation) shall survive the
termination or expiration of this Agreement.
9.16 Counter arts and Electronic SLgn4tures
This Agreement may be executed in several counterparts, each of which will be deetned, 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
Ball-Nogues Design Studio for Preliminary Design of Public Art for North Beach Corridor
ARTICLE 10
NOTICES
All notices, requests, dernands, and other communications which are required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt
thereof,, as the case may be, if delivered personally or sent by registered or certified mail, return receipt
requested,, postage prepaid, as follows:
CITY OF FORT WORTH: Fernando Costa,Assistant City Manager
City Manager's Office
City of Fort Worth
I 00�O Throckinorton Street, Third Floor
Fort Worth, Texas 76102
Copies to.- Sarah Fullenwider, City Attorney
O�ffice of the City Attorney
City of Fort Worth
i000 "rhrockinorton Street, Third Floor
Fort Worth, Texas 76102
Martha Peters, Vice President,Public Art
its Council of Fort Worth& Tarrant County
1300 Gendy Street
Fort,Worth, Texas 7
2. ART IST Benjamin Ball,Member
Ball-Nogues Design StUdio, LLB`
2018 North Vine Street
Los Angeles, CA 90068
IN WITNESS HEI�EOF the Parties hereto have executed th's A
1, greement as of the Eff&tive Date.
CIT'Y OF FORT WO'RT1I IK'Sk"t-NOGUE DESIGN STUDIO, LLC
...........................
oeo
by- b
Fernando Costa
Assistant City Manager Member
Agreement Between the City oFort Worth and Page 13 of 18
Ball-Nogues Design Studio for Pre I i mi nary Design of Public Art car North Beach Corridor
APPROVED AS rro Foim
AND LEGALITV:
'Fy e F. ch
Assistant City Attomey
6100000
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City Secretary OwO
Contract Authorizatiol.l.
No M" C Reqpiro
1""'O'FFICIALRECORD,
CITY SECRETARY
v WORTHI;'TXI
Agreement Between the City ofFort Worth and Page 14 of
B�all-Nog,ues Design Studio 1" r Preliminary Design fPublic Art for th Reece C'orrid'or
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Agreement B,etween the City,oif Fort Worth and Page 15 of 18
Ball-Nogues Design Studio for Preliminary Design ot'Public 'Art t*Or Nortli Beach Corridor
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A RTIST"S FEE
TRAVEL
(Far artists who live more than 50 miles from Fort Worth)
Ailrfare
Car Rental
Per Diem Expanses at pier day
Mileage at$ per mile
INSURANCE
AutolHirad Vehicle Liability
General Liability for Artist I Subcontractors
Worker's Comp./Employer's Liability
Other,as applicable
ADMINISTRATIVE EXPENSES
Phone/Fax
Delivery/Shipping(for correspondence„samples,models,drawings etc)
Reprographlic Service
Supplies
PROFESSIONAL CONSULTANT FIDES
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
(Please attach a complete list of materials.Iterni a all anticipated aspects and
components with per unit cost estimates)
Materials*Ttai
FABRICATION'COST'S
lnlclu ide 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 eats covered by FWPA,City of Fort Worth or others)
Test Drilling*
Removal*
Landscapi ng/l rrigatilon*
Electrical Modifications*
Water Work l lachanIical Devices
Other*
(Revised May 2011)
Agreement Between the City of Fort Worth and Page 16 of 1
Ball-Nogues Design Studio for Preliminary Design of Public Art lbr North each Coi-ri or
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Agreement Between the City of Fort Worth and Page 17 olf
Ball-Nogues Design Studio for Preliminary Design of Public Art for North each Corridor
Ex hibi t . Sales, Tax Exemption
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po"') %§ rwocnals-, fi
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With t1w pawkion's ofdkw- cm
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fix,dw t x le,itans pwchascd cor tlwj,ffait rr wket rental fk"sr the peit)d 4'.:wflime ased-,
I urultrstand that a to gave An' C"%0"Mp4'kv','CertillicAtetwothe for fiw tau"t items which,
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U ("'ort af:41vi) lon,nnav K.,final W,hf"t$5'0""')rmnir nHW�
Purchascr CtTV OF FORT W(,.),RTH.'TEXwjVS,
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Agreement Between the City of Foirt Worth and Page 18 of 18
Ball-Noigues Design Studio for Preliminary Design of Public Art for North Beach Corridor