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HomeMy WebLinkAboutContract 44572 C ftffy TARY SECRE CONTRACT NO* AGREEMENT BETWEEN THE CITY OF' FORT WORTH AND JANET ZWEIG LLC FOR CONCEPTUAL DESIGN PROPOSAL FOR PUBLIC" ART FOR THE NORTH BEACH CORRIDOR This Agreement is entered into this 1 day of , 2013 5 by and between the City of Fort Worth, a home-rule municipal corporation of the State of Tars, acting by and through Fernando Costa, its duty authorized Assistant City Manager, and Janet Zweig, LLC, a Limited Liability Company, located at 114-e e4it 4 Willow Street#4.A Brooklyn, NY 11 201, and acting by and through Janet Zweig, its duly authorized- P 'tor. City has designated the Arts Council of Fort Worth and Tarrant County, Inc., to manage this Agreement on its behalf. The Contract Manager shall act through its designated Public Art project manager. WHEREAS, pursuant to Chapter 2, Sections -5 through -61 of the Fort: worth Code of Ordinances, the Fort 'worth Public Art Program's goals are to create an enhanced visual environment for Fort 'Forth residents, to commemorate the City's rich cultural and ethnic diversity, to integrate the design work of artists into the development of the... City's capital Infrastructure i�mprovements, 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 feller ricks; Feller-Dicks to Timberland-, Vista Meadows to Shriver Road; and Keller-Hicks.load from Alta Vista Load 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 Improvements Program and the 2007 Critical Capital Needs 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 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. C'o'rridor 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 biased on the North Beach Street Corridor P ublic Art Recommendations, VkrHEREAS, the, Fort "'worth Art Commission a�FWACas) has overseen an artist selection process i ,� in � accordance with the guidelines in the Fort Worth Public.Art Pi aster Plan;. M WHEREAS, the project manager, to consultation with an FWA.C`' Art Commissioner and an arts rVil professional reviewed qualified artists from the F'o'rt Worth Public Art pyre-qualified list, resulting in the reconunendatio'n of several artists as finalists for the Project; OFFICIAL RECORD ITT SECRETARY RETARY T;WORTH,,T Agreement Between the City of Fort Forth and Page 1 of 1 Janet Zweig L L for Preliminary Design of Public Art for North Beach Corridor WHEREAS, Artist has been selected as one of the finalist for the Project and is being asked to develop a conceptual proposal and submit that proposal for review and consideration by the Artist Selection Panel-, WHEREAS, the City intends to select one proposal for the Project based on the 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 consideration of the covenants and agreements hereinafter set forth,,the sufficiency of which is hereby acknowledged, agree as follows.- ARTICLE 1_ DEFINi"rIONS As used in this Agreement,, the following terms shall have themeanings as set forth below: 101, Agreement—Means and includes this Agreement between the City of Fort Worth and Ball_ Nogues Studio for Proposal Design of'pubilic art for the Site. L2. Artist — Means and includes Janet Zweig LLC and/o�r its partners, members, managing members,, officers, managers, proprietors, directors, employees,, representatives, 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 aFWAC representative. A. Contract Manager — Means, and includes the Arts Council of Fort Worth and Tarrant County, inc., and/o�r 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 shaIl 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 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. 109146 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. Agreement Between the City of Fort Worth and Page 2,of 18 Janet Zweig LLC for Preliminary Design of Public AA for North Beach Corridor 1.1 0. Project Means and 'includes the capital improvement or public art development undertaking of City for which Artist's services are to be provided pursuant to this Agreement. Pr ject Stakeholders – Means and includes the appropriate City Council Member(s), and 01 their appointed coiniliunity representatives and the FWAC"s appointed representative and others as may be appropriate. 1.12 Project Consultant – Means and includes the design fir in/profe soon al(s) hired by City to design the Site!. 1.13. Site–Means the North Beach Street Corridor, which includes N. Beach Street from Golden Triangle to Keller Hicks; Keller-Hicks to Timberland; Vista, Meadows to Shriver Road-, and Keller-Hicks Road from Alta 'Vista Road to Park Vista Boulevard, w1iich are more particularly described on Exhibit attached hereto and incorporated herein by reference for all purposes. 1.140 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 olf'such work. ARTICLE 2 ..........— PURPOSE, SCOPE OF SERVICES, AND DELIVERABLES 2.1. Purpose. The purpose of this Agreement is to solicit a conceptual artwork design proposal from Artist for review by the Artist Selection Panel for this,Project and ultimately select an artist to proceed to the next phase of this Project, which may include preliminary and final design development and com-mission 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. Scop,e..of Services, a. Artist shall perform all services and will furnish all supplies, 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 coillpliance 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 11. on June I I"' at 3:30pm­ and, Heritage Trace Pkwy Fort Worth FX 76244� 1 C. Artist shall prepare and present a Conceptual Design Proposal to the A-rtist 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 Axtist 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. Agreement Between the City of Fort Worth and Page 3 of 181 Janet Zweig LL C for Preliminary Design of Ptiblic Art for North Beach Corridor Artist will meet via conference call with the project manager, FWAC's appointed replresentative,, 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. 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 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 Desig!lPr,o osal Deliverables a. Artist shall provide services and all supplies, materials, and equipment necessary to provide certain deliverables, as set forth in this subsection to City for consideration., b. Conceptual Design Proposal Deliverables shall consist of the following: i. A written narrative description of the Artist's, concept, proposed materials, fabrication and installation methods, timeline for completion and maintenance requirements; ii.. Two-dimensional rendering(s) of the Artist's concept, mounted on a rigid board such as form core board 20" x 30" and supplied as both high and low resolution digital files; and no more than five images of examples of relevant projects by the Artist, presented within a plower point presentation; iii. Installation diagram showing the concept's relationship to the Site, including approximate weight of the Work, proposed attachment method(s), and location(s) for lighting, if'any; iv. A preliminary budget estimate, on the budget form attached hereto as Exhibit "B,11 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 -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 Artist Selection Panel. C. Artist shall submit an electronic version of his/her initial concept sketches for the Conceptual Design Proposal for the purpose of a design progress, report as described in 2.2.f. These sketches shall be Agreement Between the City of Fort Worth and Page 4 of 18 Janet Zweig LLC for Preliminary Design of Public Art for North Beach 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 alai beC&,fwpublicart.org_(9 MB size limit per each email) H. Via an F"I"P site, such as www.yotisendit.com or dropbox.com iii. Mailed or hand delivered on a CD (not DVD) to Fort Worth Public Art, Attention: Alida Labbe, 1300 Gendy Street, Fort Worth, TX 761,07. 2.4. Notification of Selection a. 'I'lie Contract Manager shall notify the Artist, in writing, of the final outcome of the artist selection process, Le., whether or not the Artist was selected to proceed to the nest phase of the Project, within 15 days of the FWACIs 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 Artist's Conceptual Design Proposal, which is set forth in more detail Article 5. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation. Total compensation to Artist under the Agreement shall be FOUR THOUSAND, EIGHT HUNDRED DOLLARS AND NO CENTS ($4,800.00�), which shall constitute full compensation for any and all costs associated with the Agreement, including, but not limited to, 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. 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 SEVEN HUNDRED DOLLARS AND NO CENTS J$1,700.00) upon attendance of the artist orientation meeting. Agreement Between the City of Fort Worth and Page 5 of 18 Janet Zweig LC for Preliminary Design of Public Art for NortliBeach Corridor THREE THOUSAND SIX HUNDRED DOLLARS AND NO CENTsf,$2,600.00 within thirty (30) calendar days after Artist submits all of the Conceptual Design Proposal Deliverables required under Article 2.4 of this Agreement and makes a, presentation of the Conceptual Design Proposal to the Artist Selection Panel. iii. FIVE HUNDRED 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 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 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, mailings yipping 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 4.1. 'Term This Agreement shall be in effect from the Effective Date and, 'unless terminated earlier pursuant to such provisions in this Agreement, shall extend,until final payment to Artist by City. 4.2. Gratuities City,may cancel this Agreement if it is found that gratuities in the form of entertainment, gifts, or otherwise were offered or given by Artist or any agent or representative to any City' or Contract Manager official or employee with a view toward securing favorable treatment with respect to the awarding, amending, or making of any determinations with respect to this performance of this Agreement. 43. fermination 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 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 any additional compensation, Agreement Between the City of Fort Worth and Page 6 of 18 Janet Zweig L for Preliminary Design of Public Art for North each Corridor 4.4. Termination for Convenience a. The services, to be performed under this Agreement may be terminated by either party, subject to written notice submitted thirty(30) calendar days before termination. 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 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 51 OWNERS1,11P AND I"N"I"ELLECTUAL PROPERTY DIGITS 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 frorn. 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 make any add'tional exact dupl* I icate reproductions of the Conceptual Design Proposal, nor shall Artist grant permission. to others to do so except with the express written permission of City. I . I 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, perpetual, irrevocable, and royalty free license to graphically depict or display the Conceptual Design Proposal and/or Work for Agreement Between the City of Fort Worth and Page 7 of 18 Janet Zweig'LLC for Preliminary Design of Public Art for North Beach.Corridor any non-commercial purpose whatsoever. For purposes of this limitation, any graphic depiction or display of the Conceptual Design Proposal andlor 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 Work, nor shall Artist grant pert fission to others to do so except with the express written pen-nission of City. However, nothing herein shall prevent Artist ftorn creating ftiture artworks in Artist's ma,nner 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-dii-nensional reproductions of the Conceptual Design Proposal and/or Work and accompanying materials for, any municipal purpose. All reproduCtiODSby the City shall contain a credit to the Artist and a copyright notice substantially in the following form. "c date,date, Artist's name." e. Nothing in this Agreement shall. prevent, the Artist from using images of' the Conceptual Design Proposal and/or Work for marketing and pro ilnotional purposes in connecdon with the Artist's business. f. City is not responsib�le for any third-party infringement of Artist's copyright and not responsible for protecting the intellectual property rights of Artist. AR r'rtCLE 6 WARRAN"rIES 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 orignial, and does not infringe upon any copyright or the rights,of any person,, M. 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 elsewhere-, I Agree tnent Between the City of Fort Worth and Page 8 of 18 Janet Zweig L[,.0 for Preliminary Design of Public Art for North Beach Corridor A V. Artist has the -full power to enter 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 exclus,ive 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 her i shall be construed as creating a partnership or joint venture between City and Artist, his/her officers, agents, employees and sub con,tracto�rs, and d, trine of respondent superior has no application as between City and Artist. ARTICLE 8 INDEMNIFICATION 8.1. General tridempt �ty a. ARTIST COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY FROM AND AGAINST ANY AND ALI., CLAIMS, LAWSUITS, JUI)GMENTS, ACTIONS, CAUSES OF ACTION, LIENS, I,OSSES, EXPENSES, COSTS, FEES (INC14UDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF DEFENSE) PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AN'D/10R SUITS TURE THOSE FOR PROPERTY OF' ANY KIND OR NA ', INCLUDING, BUT NOT' LINUTED TO, LOSS (INCLUDING, BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST PROFITS, AND, PROPERTY DAMAGE) AND/OR PERSONAL INSURY (INCLUDING, BUT NOT LIMITED TO,, DEATH) '1'0 ANY AND ALL PERSONS, OR OTHER HARM FOR 'WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSER r fED, AIZISING OUT OF OR RE4 SULry ING FROM THE ANY ACTS, ERRORS, OR ONIMISSIONS OF' ARTIST AND/OR ARTIST'S SUBARTISTS AND CONTRACTORS CT AGENTS, EMPLOYEES, DHaCTORS, MEMBERS, AND ITEIR RESPE OFFICERS PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, AT rt"'EMPT`ED1 PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT. Agreement Between the City,of Fort Worth and Page 9 of 18 Janet Zweig LLC for Prelitninary Design of Public Art for North Beach,Corridor 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 connectioln with or incidental to performance under this Agreement., C. Artist shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. 8.2. Intellectud,Prop, 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 playing royalties that are due for the use of other third party copyrighted works by Artist. City expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations., City specifically does not authorize, permit, or condone the reproduction or use of copyrighted materials by Artist without the appropriate licenses or permission being secured by Artist in advance. IT IS FURTHER AGREED THAT' ARTIST SHA1.4L RELEASE, DEFEND,, INDEMNIFY, AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF 'EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES, TO WHICH THEY MAY 13E SUBJECTED ARISING OUT OF CITY'S USE OR POSSESSION OF THE WORKS BY REASON OF AN ALLEGED OR ACrI IUAL COPYRIGHT VIOLATION OR OTHER LACK 01F OWNERSHIP, AUTHORSHIP, OR ORIGINALITY. City expressly assurnes no obligation to review or obtain, appropriate licensing and all such licensing shall be the exclusive obligation of Artist. This intellectual property inden-inification provision shall survive the termination or expiration of this Agreement. ARTICLE 9 MISCELLANEOUS 9.1. Colmpl.ia,nce Artist shall comply with all Federal, state, and local statutes, ordinances, and regulations applicable to the performance!of Aftist's services under this Agreement. 9.2. Entire Agreement This writing embodies the entire agree went and understanding between the Parties hereto, and there are no other agreements, and understandings, oral or written, with reference to the subject matter liereof that are not merged herein and superseded hereby. 9.3. Amendments No alteration, change, modification, or amendment of the terms of this, Agreement shall be valid or effective unless made in writing and signed by both parties hereto and approved by appropriate action of City. 9.4. Waiver Agreernent Between.the City of Fort Worth and Page 10 of 18 Janet Zweig LLC for Preliminary Design of Public Art for North each Corridor of 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 Agreen-ient. 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. Govem,i,ng 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 iii Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be constnied in accordance with the laws of the State of Texas. 9.6. Successors and Assi 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-Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of City and Artist, and any l,awfttl successor or assign, and are not intended to create any rights, contractual, or otherwise, to any other person or entity. 9.8 S,everability 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; oc kouts, national disa,sters riots. material or labor restrictions-,, transportation problems; or any other circumstances, which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performingthe 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 Agreement Between the City of Fort Worth and Page 1,1 of 18 Janet Zweig LL C for Prefirninary Design of Pub c 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. Fiscal Fundina Out If, for any reason, at any time during any term of this Agreement, the Fort Worth City Council fia,ils to appropriate tun * I funds sufficient for the City to fulfill its obligations under this Agreement, the City may terminate this Agreement to be effective on the later of (i) thirty (30) days following delivery by City to Artist of written notice of City's intention to terminate or (ii) the last date for which funding has been appropriated by 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. 9.1 lit 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 Term of this Agreement and for three (3) years thereafter in order to determine compliance with this Agreement. Throughout the Term of this Agreement and for three (3) years thereafter, the Artist shall make all Records available to the City at 10100 Throckniorton, 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. x".14, Certified l" BE/ 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 certification, is accepted by the City, under the City's business Diversity Enterprise Ordinance. 9.15 Survival Provision "I'he 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 CounteEparts and Electronic,Signatures This Agreement may be executed in several counterparts,, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via, facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 9.17. Time Extensions 'I'he Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this Agree gent. Agreement Between the City of Fort Worth and Page 12 of 18 Janet Zweig LLC for Preliminary Design of Public Art for North Beach Corridor ARTICLE 10 NO1­'ICES 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 cert,ifted mail, return receipt requested, postage prepaid, as follows: I CITY OF FORT WORTH: Fernando Costa, Assistant City Manager City Manager's Office City of Fort Worth 1000 Throckmorton Street, Third Floor Fort Worth, Texas 76102 Copies to: Sarah Fullenwider, 1) its Attorney Office of the City Attorney City of Fort Worth 10010 Throckmorton Street, Third Floor Fort Worth,, Texas 76102 Martha Peters, Vice President, Public Art its Council of Fort Worth &"I"'arrant County 1300 Gent' Street Fort Worth,Texas 716107 2. ARTIST Janet Zweig, Sole Proprietor Janet Zweig, LLC 54 Willow Street#4A Brooklyn, NY 11201 IN WITNESS HERE017 the Parties hereto have executed this Agreement as olf'the Effective Date. r CIT "' YOF FORT WORT11 J'ANE.r, ZWEIG, 1.-jtjC by: 7 vim., .............. ............................. Fernando Costa Janet ` e3 Assistant City Manager At e Agreement Between the City of Fort Worth and Page 13 of 18 Janet Zweig LLC for Preliminary Design of Public Ai-t for North Beach Corridor APP AS TO FORM AND LEGALIT Y: 'ryicr F. Assistant City A tomey 00000i % PifarywJ. K-ayse .......... City Secretor 100 4V Contract Authorlizatliono. a OFFICIAL RECORD CITY' SEC,RETARY FTm WORTHi T Agreement Between the City of Fort Worth and Page 14 of t Janet,Zweig LLC for Preliminary. es,i n ofPublic Art for North Beach Corridor Exhibit A,-, Site S uA mot C,0 N Q 3ylor Av o0e �o Lcal U,, p N. 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Artist's Labor hours at$ per hour)Total Subcontracted Labor*(Total) F'aciility/Eq:uipment Rental(used exclusively for this project)related to fabrication SITE PREPARATION (Do not include costs covered by FWPA,City of Fort Worth or others) Test Drilling* Removal* Landscaping/Irrigation Electrical Modifications* Water Work/Mechanical Devices Other* (Revised May 2011), Agreement Between the City of Fort Worth and Page 16 of 18 Janet Zweig:PLC for Prelitninary Design of'Public Art for North Beach Corridor (AANW Ponfec*141 Incxeaso.in Ccv 1.4to Prepwasson 12 Mc"hs In Fulme, TRANSPORTATION Meuewials to Fatrication SOP.* F1nish*dWr,-)(k lo 4*44of1cm SAO-' ........... Goo Ptooj6cted In C4*4 TTansj:*.-*v#,w,,m 12 WoM In Futoe 9-&15E, MG G Mounting lomwevices and Compone4ft Foundatione Fcoing Cost Pj,, 4*,,J Inoww"t#in G*ov Wunting"Ftjeong 12,?*Avt%In Fulw* INSTALLATION COSTS ��I*mum ix"b act o k."Olf 0111#4 tv"luts 111*1*64,10m,It PI-0016#444110,0 OQ(" 11pnilwAsend individwi oethnalotwith tide ios#*,',� Lat"" AcAd OV j 1 WW"WMM WUWW m ON NO 0061fim- I I I '1 111,11,1.1 011"!!W#p 11 1 A Fig u p"i-o ro A ntisl r oo 14 t"%:i imma I I"I i Tj4k Baidets" ,Storego Facifity,Reour Oty, DisOay Devic,** Cocoa ProjeciAli Irciease in CoGt I nsiYAMajOn; 12 McOM In Fu%A,,e UO HT 114 01 004,ignoto, Ft4ures" BtAbs" Nor,*t Otk.�4'v* Goat I no p- ',PP Imiease in Cc6t UgOinq 12 WoAhs In Fut,me cAm,o ToTAL(ine iummg pt,oj t In cto Aso,If arVj, P4"v ma lo my nqcom"nO*i Noto Ptopatod 8y, ., W. Agreement Between the City of Fo,rt Worth and Page 17 of 18 Janet Zweig LLC for Preliminary Design of Public Art for Nortli Beach Corridor Exhibit C: Sale s Tax Exemption L L.N.1.1-11 11,ON I i�,Uitn xiv exetupoon tttiovvi 4.4"S'alvs:'M- d"usv fi')t the ot tay."d,�,,Ike JVSLI�nit,%,NA cola'4"m OW","311JOWd 0,414''1"ale ilef'%oice ('01",fi (tv all,aul-j"vht'It"'t 4'4`dvr A,')c I to tpr'O"I*'p He I C51,24M t 8 Mnlp-glott,G',it the t6liou"'ing re�jrs,'A-vtc TFAAS SALES AND LI'Sf,"TAX PERMIT NUMBER Pivw iocl for atu'l survIlives,are puT'0vxsc& I tM"'AcIsasIA that I fWilt h lia"bit fi)f p3)MIICnI o4'sa"Its tax.which,may he ctniv,41hic t f.t to cc v M-ply` Ault,ciqy'�.ssntj'A�'Ir tntilsir juth("triq mtvs und u(sle tax Iju-s', Mui rules, rt-par ds"n"g cxom 1")t pu'u"hases, Liahsbt�"f-'4 it' I'a"s,ws'd I he dclirrontowd by the priov pied fix Aw,taxable itrnvs purchasol ol,the,,'f""Ait market rent,31 VAIIJ(,�-t1w,thov Ix,7iod used, I utidvi-stand dura a Vs a iisdt anor to givcan exemption c'vIft%fvcat,,,c uw the,w. fler fi")T iterm's'Achich'', Jj'�C ti'MC 4jfIr uoe, I'vo u-'s" :ff, fluor ibi:if v,'vpcnu:J n I in a inuttfirvir otht it f4atv 41JUJI.14111011 vl**111%"J� tnz- ,he f ned up is S�l pet, J'a, 4'1-41!J NW-t aw ).9,1 W—A, ,ML Purc."haux-, CI'TY OFFORT WORTIL TEXAS Sir NcIds',csm, CII'N stutic�z1v("'odv: u rz S Hjrm'.� 7-7 lim c J*"sc""s jltwt fftxj uwv'j, nunn"41cr ti'-s' ` �,k it iA141-11 and t wr,Z".I! 4-01"'1 or-'tii, thts,celli fii�atv sfitu,'juk]Nc,,hirtu*11wil?do'II)c sk"Ipplit."t ['*o mkcv�id n I�i I's vied Of Vub'fi'c ki�'ovnts' Agreement Between the City of Fort Worth and Page 18 of 18 Janet Zweig LLC for Preliminary Design Of PUblic Art for North Beach Corridor . ...................................................