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HomeMy WebLinkAboutContract 59186DocuSign Envelope ID: 164C3CDA-OCD4-4220-BA59-90163C99CFB9 G v � W 7 � 2 Lp G t/QNITE8 March 1, 2023 City of Fort Worth Fort Worth Public Art 1300 Gendy Street Fort Worth, Texas 76107 C 9 1��p��t/��RETA �ii c o�� - 9 me 1 HIV. The Philadelphia Mural Arts Advocates ("Mural Arts" or "MAA") agrees to provide technical support and capacity building to the City of Fort Worth through its Fort Worth Public Art and Fort Worth Park & Recreation Department Graffiti Abatement Program (together referred to here as "City') in the areas of mural program development, operations, and mural production approaches. The consultancy will take place over a two-day site visit to Philadelphia on April 27th and 28th, 2023, from 9:30 a.m. to 5 p.m. following a preliminary agenda heretofore attached as Exhibit "A". A s p a r t of the consultancy, Mural Arts will provide advice and also some tools, examples, and guidelines as needed. Documents provided as part of our consultancy are not intended to take the place of legal advice and cannot be reproduced or shared publicly. In addition, Mural Arts will provide 6 to 8 hours of consulting online ahead or after the site visit, and a final executive statement reporting on the experience goals and key learnings. The total cost of this service is $9,000.00. City or Mural Arts may terminate this Agreement at any time by giving one another five (5) days prior notice. If City terminates the Agreement prior to Mural Arts' completion of the services, City will pay for services performed and costs incurred through the effective date of such termination. Please indicate your agreement of these terms and conditions by signing and returning this letter of agreement. The agreed upon payment schedule is as follows: • $4,000 (USD) upon signing this agreement • $2,000 (USD) upon completion of the site visit to Philadelphia • $3,000 (USD) upon submission and acceptance of the executive statement Please make check payable to: Philadelphia Mural Arts Advocates 1729 Mt. Vernon Street Philadelphia, PA 19130 We look forward to working with you on this project. Sincerely, #3� Netanel Portier, Senior Director of Learning and Practice Mural Arts Institute, Mural Arts Philadelphia Accepted by: Authorized Representative rVAO. Don Veon, @R ' r of Finance, MAA OFFICIAL RECOM CITY SECRETARY FT. WORTH# Tx Date 3/30/2023 Date 30 DocuSign Envelope ID: 164C3CDA-OCD4-4220-BA59-90163C99CFB9 MAA & PARTNER ORG TERMS & CONDITIONS (cont'd) 1. MAA Documents and Materials may be used and reproduced by City solely for its own internal business uses and may not be modified by City or distributed by City to third parties, in any form, unless otherwise agreed to in writing. In no D event shall City sell, license, transfer, or otherwise distribute the MAA Materials or any part thereof to any third parties for a -t third party's own use. In no event shall City post any MAA Materials or any part thereof on any website, online portal, social W media platform, or reproduce and disseminate any MAA Materials in any other digital format, unless otherwise agreed to in writing. :3 2. Copyright Notice. City shall cause any and all uses of the MAA Materials to bear the copyright notice provided %+ by MAA on or with the MAA Materials, or such copyright notice as MAA, from time to time, directs. 3. Trademarks. MAA and City each respectively grants to the other a limited, royalty free, nonexclusive, nontransferable, nonsublicensable license to use its name and logos solely in connection with the promotion of the program and the services performed hereunder, subject to the rights of approval as specified in these terms and conditions. No printed or electronic material using a logo of either Party may be distributed without the prior written approval (which may be 3 by email) of the other Party of the form, nature, presentation and context of such usage. All right, title and interest in and to C the name and logos of each Party, including goodwill associated with and symbolized therein, shall remain vested in the Party to which it belongs, and shall inure to the benefit of such Party. No Party shall: (i) modify the other Party's trademarks; (ii) take any action that disparages or impugns the other Party or its marks, or the goodwill associated therewith; (iii) apply to h register the other Party's marks as part of a name, trade name, trademark or domain name; or (iv) grant or purport to grant N to any third party the right to use the other Party's marks. 4. MAA represents and warrants to City that: -s a. All Services shall be performed in a professional and workmanlike manner pursuant to the requirements of this letter. b. MAA has not entered, and will not knowingly enter, into any agreement that will prevent MAA from freely performing any of the provisions of this Agreement. c. MAAwill comply with all applicable laws, statutes and ordinances in the performance of its responsibilities under this letter. 5. City represents and warrants to MAA that: a. City's personnel and the participants shall act in a professional and workmanlike manner in performing its responsibilities hereunder and when dealing with MAA's personnel in connection with the foregoing. b. City has the full right, power and authority to enter into this Agreement and to perform its obligations set forth in this Agreement. c. City will comply with all applicable laws, statutes and ordinances in the performance of its responsibilities under this letter. EXCEPT FOR THE FOREGOING, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES OR OBLIGATIONS PERFORMED HEREUNDER. 6. Recording and Documentation. City and MAA shall discuss and may mutually agree to photograph, film, videotape or make audio recordings (any of which is referred to in this letter as "Record," and the product produced is referred to in this Agreement as a "Recording") any portion or all of the visit, meetings, and event. City and MAA will work together to seek rights and permissions from participants, employees, volunteers, agents and contractors for the use of their pictures, silhouettes and other reproductions of their likeness and voice as captured in any Recording, as well as any copyright license that may be necessary. Any such Recordings will be used by MAA and/or City only for each Party's respective mission related purposes, including for fundraising, press and publicity, or educational purposes. 7. Indemnification. City agrees to indemnify, defend and hold MAA and its parents, subsidiaries and affiliates, and their respective successors, assigns, officers, directors, agents and employees harmless from any and all actions, causes of action, suits, claims, demands, defenses, judgments, losses, costs, liabilities, expenses and damages (including, without limitation, reasonable attorneys' fees and court costs) arising out of, or in connection with: (i) any negligent, reckless or intentionally wrongful act of City or its employees or agents, (ii) City's failure to comply with any law applicable to City meeting its responsibilities under this Agreement,(iii) City's breach of any representation or warranty provided in this Agreement; and (iv) any claims of personal injury or property damage to the extent caused in whole or in part by any act or omission of City or City's employees or personnel. 8. The above indemnification provisions shall survive termination of this Agreement for any reason. Expiration or termination of this Agreement shall not relieve City of its indemnification obligations under this Agreement. 9. LIMITATION OF LIABILITY. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CITY AGREES TO LIMIT MAA'S DocuSign Envelope ID: 164C3CDA-OCD4-4220-BA59-90163C99CFB9 ONO C LIABILITY ARISING FROM MANS PROFESSIONAL ACTS, ERRORS OR OMISSIONS SUCH THAT THE ^" TOTAL LIABILITY OF MAA SHALL NOT EXCEED THE FUNDS PROVIDED HEREUNDER. D I r+ 0 cn r+ C rt lD ,•, Page 3 of 8 DocuSign Envelope ID: 164C3CDA-OCD4-4220-BA59-90163C99CFB9 Exhibit "A" Preliminary Agenda Mural Arts 3 Philadelphia C v SERVICES FOR ARTS FORT WORTH AND FORT WORTH GRAFFITI ABATEMENT PROGRAM D Updated 3/20/23 N PROPOSED SCOPE • 6-8 hours of consulting services delivered remotely through zoom • Hosting a group of up to 5 individuals for two days in Philadelphia C cD DESCRIPTION OF SCOPE Based on our recent conversations Arts Fort Worth and the Graffiti Abatement Program are looking to partner in the design of a sustainable program for mural making in Fort Worth with 3 the following goals in mind: • Contribute to Graffiti Abatement Goals ni • Create opportunities for local artists y • Provide guidelines for mural making in the region Consulting Services cn The Mural Arts Institute proposes to provide remote consulting ahead of the visit to Philadelphia, with the goal of gathering more information about goals, challenges, and ideas while also building together different program budget and resource scenarios and sharing our contract templates. This work will also help refine the itinerary for the visit to Philadelphia. After the visit to Philadelphia we will be available for a post -trip de -briefing and Q&A session. Visit to Philadelphia Bringing key managers, stakeholders, and partners of your program to visit us in Philadelphia is a key opportunity to build buy -in and a deeper understanding of the impact and potential growth, diversity, or scaling of our community based mural making model. We will tailor an itinerary to best fit your needs identified through our initial remote consulting time together. Here is an example of what that might look like with some changes based on participating artists, staff and partners availability: Day 1(@ Mural Arts Offices) 9:15 a.m: 30 a.m.: introductions, review itinerary, materials 30 a.m. 11:20 a.m.: Presentation & Conversation led by Jane Golden, Founder and ED 11:30 -12 p.m.: Case study presentation by a Project or Program Manager 12 p.m: 1 p.m.: Lunch and Q&A with team members present 1 p.m.-3 p.m.: Focus on Production techniques, specifically paints, supplies, polytab method and engagement in production (includes some hands on experience) 3- 5 p.m.: Mural Tour Day 2 9:15 -11:30 a.m.: Visit of 1-2 TBD mural project or program sites w/Artist and/or Project Manager 12 p.m.: Lunch w/a City Representative and Jane Golden 1:30 p.m.: Meeting w/Director of Mural Operations 2:30 p.m: 4:00 p.m.: Learning our Project Management approach, policies, operations not already covered in earlier zoom meetings, or going deeper. 4:15- 5 p.m.: Closing Reflection Page 4 of 8 DocuSign Envelope ID: 164C3CDA-OCD4-4220-BA59-90163C99CFB9 Cost - $9,000 inclusive of C • Mural Arts Institute team members'time before, during and after the visit to Philadelphia D • Proprietary documents created for or shared during the engagement such as: o Executive Statement summarizing the shared experience, goals, and learning v' o Case Studies, Sample policies, project orientation materials, budget planning N templates, contracts, project checklists, etc. o Collaboratively defined program design recommendations C: • Standard charge for intellectual capital t�D • Lunch, beverages and snacks during the 2 day visit ' Does not include airfare, lodging, per diem, ground transportation MURAL ARTS INSTITUTE BACKGROUND I B C v v Established in 2017 as an initiative of Mural Arts Philadelphia, the Mural Arts Institute is N dedicated to advancing research on and development of participatory and socially -engaged p public art practices. We work with artists, activists, arts organizations, cultural institutions, (p municipal governments and more through an approach centered around connection: building networks, developing partnerships, and convening artists, community, and partners to collaborate on learning opportunities, projects, programs, and change -based initiatives. Our work is in service to a larger movement that values equity, fairness, and progress across society. For information about our consulting services, training opportunities and more: m uralarts.orp /institute Mural Arts Philadelphia is the nation's largest public art program dedicated to the belief that art ignites change. For more than 35 years, Mural Arts has united artists and communities through a collaborative and equitable process, creating nearly 4,000 artworks that have transformed public spaces and individual lives. Mural Arts aims to empower people, stimulate dialogue, and build bridges to understanding with projects that attract artists from Philadelphia and around the world, and programs that focus on youth education, restorative justice, mental health and wellness, and public art and its preservation. Popular mural tours offer a firsthand glimpse into the inspiring stories behind Mural Arts' iconic and unparalleled collection, which has earned Philadelphia worldwide recognition as the "City of Murals." MURAL ARTS INSTITUTE KEY CONSULTANTS Netanei Portier Netanel Portier is the Director of the Mural Arts Institute, an initiative of Mural Arts Philadelphia that advances research and development of socially -engaged, participatory public art practices by bringing the Mural Arts model to other cities across the country. Portier has over 15 years of experience bringing diverse artists and communities together for transformative public projects and programs, not only as a project manager but also as an artist, teacher, curator and mediatrice culturelie. She is devoted to promoting social engagement and meaningful action and has developed and managed diverse and complex public art projects rooted in social practice. As Director of the Project Management Office, a role she held prior to her current position, Portier led the conception and implementation of project management processes and tools for the Mural Arts program and model. In her current role as Director of the Mural Arts Institute, Portier leads learning engagements across the country and internationally $9 Page 5 of 8 DocuSign Envelope ID: 164C3CDA-OCD4-4220-BA59-90163C99CFB9 with individual artists, administrators, institutions, and cultural and community -led organizations. Netanel is a graduate of the Ecole Nationale Sup6rieure des Arts D6coratifs of Paris, France. Cathy Harris Cathy Harris has served as Director of Community Murals for Mural Arts Philadelphia for more than 18 years. During that time, she has managed more than 800 projects throughout Philadelphia and the region. She is passionate about her work to support communities in telling their stories through public art and to catalyze and sustain positive outcomes. Cathy previously worked at several prominent local arts organizations, including the Painted Bride Art Center, Bushfire Theatre of Performing Art, and the Philadelphia Folklore Project. She is a graduate of Penn State University's College of Fine Art. CJ C D H N r+ C 5. (D David McShane David McShane is an artist, Director of Staff Muralists, and key Mural Arts Institute consultant. He has been painting for Mural Arts Philadelphia since 1996, and has completed over 100 murals in the Philadelphia area. Most of these murals are large outdoor community -based murals, which were painted as collaborations between specific neighborhoods and David. As a previous board member of the Mural Arts Advocates, he helped raise funds for the community projects and youth education programs that are such a vital part of Mural Arts Philadelphia. Dave teaches drawing at LaSalle University, and has taught drawing and mural painting at the Pennsylvania Academy of Fine Arts. Outside of Philadelphia, David has received grants to create community murals in Coatesville, PA, Middletown Township, PA, Dublin, Ireland, and in the suburbs of Paris, France. David has a Bachelor's degree in biology (with a concentration in pre-med) from LaSalle University in Philadelphia, but decided to enroll in art school instead of medical school after college. He studied at the Samuel S. Fleisher Art Memorial and then at the Pennsylvania Academy of the Fine Arts, from which he received an M.F.A. Felix St. Fort Jr. A native Philadelphian, Felix St. Fort has been working as an Artist for close to twenty years. A gifted teacher, illustrator, photographer and muralist, St. Fort has worked with Mural Arts Philadelphia for over ten years as a teacher and as an assistant or lead artist. St. Fort's most prominent commission, "The Stage", has garnered international press. Felix St. Fort recently worked as an Art Teacher for C.B. Community School while continuing to work on private commissions and mural commissions until being hired as a full time staff artist for Mural Arts Philadelphia. St. Fort's personal work consists of watercolors, acrylics and digital media. He is a key consulting artist as part of the Mural Arts Institute, sells his work in galleries, and has also created privately -commissioned pieces. 3 Page 6 of 8 DocuSign Envelope ID: 164C3CDA-OCD4-4220-BA59-90163C99CFB9 ADDENDUM TO THE MURAL ARTS INSTITUTE CONSULTATION AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE PHILADELPHIA MURAL ARTS ADVOCATES This Addendum to the Mural Arts Institute Consultation Agreement ("Addendum") is entered into by and between the Philadelphia Mural Arts Advocates ("MAA") and the City of Fort Worth ("City"), collectively the "Parties." The terms and provisions of the Addendum shall control to the extent there is a conflict between the terms and conditions of this Addendum and the terms and conditions of the Mural Arts Consultation Agreement. The Contract documents shall include the following: 1. The Mural Arts Consultation Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Mural Arts Consultation Agreement (hereinafter the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Compensation. Total Compensation under this Agreement will not exceed nine thousand dollars ($9,000.00). MAA will not perform any additional services or bill for expenses incurred for City not specified by the Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of MAA not specified in the Agreement unless City first approves such expenses in writing. 2. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 3. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, limits the liability of MAA or requires City to indemnify or hold MAA or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to the Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Right to Audit. If any money is exchanged as part of this Agreement, then the City shall have the right to audit the financial and business records of MAA that relate to any monetary exchange under this Agreement (collectively "Records") at any time during the Term of the Agreement and for three (3) years thereafter. (Signature page follows) Page 7 of 8 DocuSign Envelope ID: 164C3CDA4)CD4-4220-BA59-90163C99CFB9 ACCEPTED AND AGREED: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting By: requireme Name: Fernando Costa Title: Assistant City Manager R ATTEST: IPitle: ublid Art Collection Manager PROVZ AS TO FORM AND By: Name: Jannette Goodal Title: / I City Secretary 44Q•�npn� B v � 4 00000 o�i� ad Nam . Jessika J. Williams 0j �° d Title: Assistant City Attorney o ° ��d p * c O CONTRACT AUTHORIZATION: &C: NA �y o° � °O000000 a Form 1295 Certification No.: NA fin_ w MAA: The Philadelphia Mural Arts Advocates 7) INr.0 llprA l.y By: I I( V-Z— ��t r,I" Name: Dort Vftfi•'""1i'• Title: sr Director of Finance, Treasurer to Aybe 8 e 4 4` ,DIAL RECORD SECRETARY WORTH,'t!� FORTWORTH Routing and Transmittal Slip Planning & Data Analytics Department Fort Worth Public Art DOCUMENT TITLE: Vendor Services Agreement between the City of Fort Worth and Philadelphia Mural Arts Advocates (MAA) DATE: TO: 1. Jessika Williams, Assistant City Attorney INITIALS JJW DATE OUT 4/4/23 2. ACM Fernando Costa ¢ 4 2023 3. Jannette Goodall, City Secretary 4. 5. R. DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ❑ Yes ❑X No RUSH: ❑ Yes XNo SAME DAY: Li Yes ❑ No ROUTING TO CSO: X Yes ❑ No Action Required: ❑ As Requested ❑ For Your Information X❑ Signature/Routing and or Recording ❑ Comment ❑ File NEXT DAY: ❑ Yes X No ❑ Attach Signature, Initial and Notary Tabs Return to: Please email a copy of the fully executed contract to: Jennifer Conn, Public Art Collection Manager, Arts Fort Worth at 0con n artsfortworth.org Thank you!