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HomeMy WebLinkAboutContract 29154 - crry SECRETARY CONTRACT NO, �q ( � STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTIES OF TARRANT, DENTON AND WISE § CONTRACT FOR PROFESSIONAL MANAGEMENT SERVICES This contract is made by the City of Fort Worth, Texas, a municipal corporation situated in Tarrant, Denton and Wise Counties, Texas, hereinafter called "City", and the Arts Council of Fort Worth &Tarrant County("Arts Council")a nonprofit Texas corporation, acting by and through Flora Maria Garcia, its duly authorized President, and WITNESSETH: 1. Scope of Services. Arts Council agrees to provide professional management services to the City of Fort Worth in the form of oversight and administrative services for the City of Fort Worth Public Art Program, including provision of certain staff support services to the Fort Worth Art Commission. These services are described in detail in Exhibit 'A" the "City of Fort Worth PUBLIC ART PROGRAM FY 2004 Program Services" proposal submitted by Arts Council to City. Same is attached hereafter and incorporated herein for all purposes by reference. In the event of a conflict between the terms of this Contract and the terms of any part of Exhibit "A," this Contract shall control. 2. Compensation. The amount to be paid to Arts Council for all services performed hereunder shall not exceed one hundred thirty seven thousand one hundred twenty-two dollars($137,122)for Fiscal Year 2003-2004. 3. Term. The term of this Contract shall commence October 1 st, 2003 and shall terminate no later than the 30th day of September 2004, unless terminated earlier as r °c`:i? Ili LGO. 4. Termination. a. City may terminate this Contract at any time for cause amounting to a material breach of this Contract by Consultant, by notice in writing to Arts Council. Upon receipt of such notice, Arts Council shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for all supplies, assistance, facilities and materials in connection with the performance of this Contract and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Contract. If the City terminates this Contract under this Section 4.a., the City shall pay Arts Council for services actually performed in accordance herewith prior to such termination, less such payments as have been previously made to consultant, in accordance with a final statement submitted by Arts Council documenting the performance of such work. Arts Council may terminate this Contract at any time if any payment due hereunder is not made by the City. b. In the event no funds or insufficient funds are appropriated and budgeted by City in any fiscal period for any payments due hereunder("Default Period"), City will notify Arts Council of such occurrence prior to the beginning of the Default Period, and this Contract shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever with respect to the Default Period, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated and budgeted. City agrees to appropriate and budget, as practicably as possible after the Default Period, amounts sufficient to cover any payments owed but not paid to Arts Council as of the beginning of the Default period, and to promptly pay these amounts to Consultant. City has informed Arts Council that, concurrently with approval of this contract, City will appropriate and budget 100% of the funds specified in this Contract, so that all funds will be appropriated and budgeted prior to the commencement date of this Contract. C. Upon termination of this Contract for any reason, and subject to paragraphs 13 and 14, Arts Council shall provide the City with copies of all completed or partially completed documents prepared under this Contract. 5. Indemnification. a. Each party to this Contract ("Indemnified Party") shall indemnify and hold the other party ("Indemnified Party") and its officers, agents and employees harmless from any loss, damage, liability or expense for damage to property and injuries, including death, to any person, including but not limited to officers, agents, employees or subcontractors of the Indemnified Party,which may arise out of any negligent act, error or omission of the Indemnifying Party in connection with this Contract. The Indemnifying Party shall defend at its own expense any suits or other proceedings brought against the Indemnified Party, its officers, agents and employees, or any of them, resulting from such negligent act, error or omission; and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith resulting from such negligent act, error or omission. 6. Insurance. a. Arts Council shall not commence work under this Contract until it has obtained all insurance required under this section and such insurance has been approved by the City, nor shall Arts Council allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City. b. Workers' Compensation Insurance: Arts Council shall take out and maintain during the life of this Contract statutory Workers' Compensation Insurance for all of its employees performing any of the services hereunder, and, in case any work is sublet, Arts Council shall require the subcontractor similarly to provide Workers'Compensation insurance for all of the latter's employees unless such employees are covered by the protection afforded by Contract's insurance. In case any class of employee who engages in hazardous work under this Contract is not protected under the Workers' Compensation 3 statute, Arts Council shall provide and shall cause subcontractor to provide adequate and suitable insurance for the protection of employees not otherwise protected. C. Public Liability and Property Damage Insurance. Arts Council shall take out and maintain during the life of this Contract such public liability and property damage insurance as shall protect Arts Council and any subcontractor performing work covered by this Contract from claims for personal injuries, including death, as well as from claims for property damages or losses which may arise from operation under this contract,whether such operations be by Arts Councilor by any subcontractor or by anyone directly or indirectly employed by either of them. The amount of such insurance shall be as follows: (1) Public Liability Insurance. In an amount no less than Two Hundred Fifty Thousand Dollars ($250,000) for injuries, including accidental death, to any one person; and subject to the same limit for each person, in an amount not less than Five Hundred Thousand Dollars ($500,000) on account of one accident; (2) Property Damage Insurance. In an amount not less than Five Hundred Thousand Dollars ($500,000); (3) Umbrella Policy. In an amount not less than One Million Dollars ($1,000,000). d. Proof of Insurance Coverage. Contractor shall furnish the City with a certificate of insurance as proof that it has obtained for the duration of this Contract the insurance amounts required herein. Consultant's insurance policy shall provide that the insurer shall give the City thirty (30) days' prior written notice before altering, modifying or terminating the insurance coverage. 7. Independent Contractor. Arts Council shall perform all work and services hereunder as an independent 4 contractor and not as an officer, agent or employee of the City. Arts Council shall have exclusive control of, and the exclusive right to control, the details of the work performed hereunder. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Consultant, its officers, agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Consultant. 8. Disclosure of Conflicts. Arts Council warrants to the City of Fort Worth that it has made full disclosure in writing of any existing or potential conflicts of interest related to the services to be performed hereunder. Arts Council further warrants that it will make prompt disclosure in writing of any conflicts of interest which develop subsequent to the signing of this Contract. 9. Right to Audit. Arts Council agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Arts Council involving transactions relating to this Contract. Arts Council agrees that the City shall have access during normal working hours to all necessary Arts Council facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Arts Council reasonable advance notice of intended audits. Arts Council further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 5 10. Prohibition of Assignment. Neither party hereto shall assign, sublet or transfer its interest herein without the 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. 11. Non-discrimination. As a condition of this Contract, Arts Council covenants that it will take all necessary actions to insure that, in connection with any work under this Contract, Contractors, its associates and subcontractors, will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex or physical handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements. 12. Choice of Law, Venue. a. This Contract shall be construed in accordance with the internal law of the State of Texas. b. Should any action, whether real or asserted, at law or in equity, arise out of the terms of this contract, venue for said action shall be in Tarrant County, Texas. 13. Rights in Results of Services. The materials and methods used in the provision of Arts Council's services are proprietary to Arts Council. All rights, including copyrights, in and to such materials and methods shall remain the property of Arts Council. City is granted a limited right of internal reproduction and distribution of materials prepared specifically for City underthis Contract. 14. Confidential Information. City acknowledges and agrees that any and all information (in whatever form) relating to the business of Arts Council and acquired by City under this Contract, or otherwise, is and shall remain, to the extent permitted by law, confidential information of Arts Council to the extent that it includes valuable and proprietary trade, business and industry secrets of Arts Council. City agrees to maintain in confidence and (except as otherwise provided in paragraph 13) to refrain, directly or indirectly, from copying, using, transferring, disclosing or exploiting in any manner any of such confidential information 6 during the term of this Contract and following termination thereof, for any reason. 15. Construction The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 16. No Third-Party Beneficiaries This Agreement shall inure only to the benefit of the parties hereto and third persons not privy hereto shall not, in any form or manner, be considered a third party beneficiary of this Agreement. Each party hereto shall be solely responsible for the fulfillment of its own contracts or commitments. 17. Severability. The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. [Signature page follows] EXECUTED on this. i 3-11day of , 2003. A T.: C1LT FORT SI�— �✓ 'Y� City Secreta Libby Watson Assistant City Manager �- lqq?5 APPROVED AS TO FORM AND LEGALITY: Cont r�ct Authorization David L. Yett City Attorney pa b Y Assistant ity Attorney ARTS COUNCIL OF FORT WORTH AND TARRANT COUNTY By: Flora Maria G a President 8 Li 4-:1A-cAn t,t�T A City of Fort Worth PUBLIC ART PROGRAM FY 2004 Program Services The Arts Council of Fort Worth & Tarrant County(Arts Council) proposes to continue serving as administrator of the City of Fort Worth's Public Art Program. It is anticipated that the City Council will approve the Public Art Master Plan prepared by Cusick & associates in late September 2003. The services listed below are based upon Year One implementation milestones contained in the master plan and current level of staffing, as well as a continuation of ongoing projects initiated in FY 2003. It is important to note that the Public Art Master Plan calls for an Annual Work Plan and Budget to be developed in conjunction with the Fort Worth Art Commission (FWAC)with input from city departments, stakeholders, and City Council for approval at the start of each fiscal year. We have listed city projects currently underway for which we have been approached to assist with artist involvement. There are also several partnership projects that are currently being explored. The FWAC will make recommendations to City Council, as appropriate, throughout the year. Project Management/ Partnerships • Manage public art projects, including project planning and budget development, conducting and facilitating artist selection processes or design workshops, develop and monitor artists' contracts, facilitate installation, act as liaison with city departments, the community and stakeholders, make presentations to City Council and other boards and commissions, as appropriate, for the following projects, including: • Fort Worth Convention Center • Hyde Park Transit Plaza/9th Street Improvements • Wayfinding Kiosks for Downtown • Develop partnerships with other entities for the creation of public artworks for city properties and provide public art administrative services as appropriate, which may include: • Trinity River Vision—Urban Lake • Trinity River Vision—Phyllis Tilley Commemorative Public Art Project at Trinity Park • Vaquero Sculpture Project—North Main Street • Southwest Parkway(SH121) • Develop partnerships with other governmental entities such as Tarrant County and the Transit Authority. • Coordinate public meetings and meetings with city staff and Council for relevant projects. Public Education / Outreach • Design and launch a first phase Public Art Program Website, to provide general information about the program, post artist opportunities (RFPs, RFQs, Slide Registry Forms, etc.), to announce public education programming, etc. Approved by FWAC 9-19-03 • Present Public Education Programs at the Fort Worth Community Art Center: o Lecture/Workshop Series for artists interested in participating in the Public Art Program, with topics which may include: • Developing a Public Art Proposal • Collaborating on a Design Team • Reading Architectural Plans, Budgeting, Subcontracting, Insurance Requirements, etc. • Approaches to Community Involvement • Mount exhibitions of Public Art Proposals for the Fort Worth Convention Center, January-February 2004. • Coordinator Public Lectures by Fort Worth Convention Center Artists Donald Lipski &Vernon Fisher, February. Conservation • Complete inventory and condition assessment of the City's public art collection. • Draft a conservation plan with FWAC to present to City Council. • Organize a Bronze Sculpture Maintenance Workshop conducted by a professional conservator for city employees and volunteers as training for ongoing maintenance of works in the city's collection. Program Administration • Develop a draft FY 2005 Work Plan and Budget (including a request for a Public Art Project Manager staff position), for approval in Summer 2004 based upon the results of the February 7, 2004 Bond Election with input from with city staff, stakeholders, City Council and the Fort Worth Art Commission (FWAC). • Develop and maintain a Public Art Collection database and archives for each artwork in the city's collection. • Develop and maintain and Artist Slide Registry, mailing lists and databases. • Establish an image library of public art for use in public presentations and educational programming. • Ongoing staff support of Fort Worth Art Commission, including monthly meetings (drafting agendas, preparing backup and minutes), as well as special meetings and annual retreat. Approved by FWAC 9-19-03 FY 2004 Operating Budget Public Art Program Staffing FY 2004 15% of President $15,000 Public Art Director $65,000 75% Public Art Assistant $19,500 Direct employee overhead cost $21,622 Subtotal $121,122 Direct Reimbursable Costs Meeting Costs (4 selection panel mtgs) $800 Public Art Conference (DC) x 2 $2,000 Materials, supplies, postage, copying $4,000 Software (Pa eMaker) $600 Photo rahicNisual Equipment $1,400 $8,800 Education and Outreach Website Promotion $1,500 Master Plan Publication $2,000 Artist Training Workshops (6 @ $450) $2,700 Conservator Allowance ($500/da ) $500 Photographic Services $500 Subtotal $7,200 GRAND TOTAL $137,122 FWAC Approved 9-19-03 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/30/2003 - Ord. # 15710 DATE: Tuesday, September 30, 2003 REFERENCE NO.: C-19785 LOG NAME: 02PUBLIC ART SUBJECT: Appropriation Ordinances and Professional Services Agreement with the Arts Council of Fort Worth and Tarrant County for Management of the Public Art Program RECOMMENDATION: It is recommended that the City Council: 1. Authorize the transfer of$421,329.00 from the Water and Sewer Operating Fund for FY2002-2003 to the Specially Funded Capital Projects Fund; and 2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Specially Funded Capital Projects Fund in the amount of$421,329.00 from available funds; and 3. Authorize the City Manager to execute a professional services contract in the amount of$137,122 with the Arts Council of Fort Worth and Tarrant County for a period of one year for management of the City's Public Art Program. DISCUSSION: On October 2, 2001 (M&C G-13396), the City Council adopted Ordinance No. 14794 creating the Fort Worth Public Art Program. The purpose of the Public Art Program is to create an enhanced visual environment for Fort Worth 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 improvements, and to promote tourism and economic vitality in the City through the artistic design of public spaces. Specific art projects will be funded via a set-aside of future General Obligation Bond Issues and Sewer Operating Fund capital improvement funds. The first year contract with the Arts Council of Fort Worth and Tarrant County, in conjunction with the oversight of the Fort Worth Art Commission, provided comprehensive management of the Public Art Program, including: 1) Development of the Public Art Master Plan; and 2) Artist selection process and jury for Fort Worth Convention Center project; and 3) Hiring of consultants and director to accomplish goals of program; and 4) Provided staff support to the Art Commission. Among other tasks, under the second year contract the Arts Council will provide administration of the Public Art Program and will develop a FY 2005 Work Plan and Budget consistent with the amount of funds available. The Arts Council will continue to manage projects initiated in year one, such as the Fort Worth Convention Center, Hyde Park Transit Plaza/9th Street Improvements and Wayfinding Kiosks for Downtown. The Arts Council will also conduct public education and outreach by developing a Public Art Program website and programs at the Fort Worth Community Art Center. In addition, the Arts Council will complete an inventory and condition assessment of the City's public art collection, as well as develop a conservation plan. The budget for the second year contract is a reduction from last year's contract from $144,750.00 to $137,122.00. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval and completion of recommendation No. 1 and adoption of the attached appropriation ordinance, funds will be available in the Specially Funded Capital Projects Funds. TO Fund/Account/Centers FROM Fund/Account/Centers C3 5 472045 002002001000 $421.329.00 1)PE45 538070 0709020 $421.329.00 GC3 2 GC35 5 002002001000 $421.329.00 5)GC35 539120 002002001000 $137.122.00 Submitted for City Manager's Office by: Libby Watson (6183) Originating Department Head: Libby Watson (6183) Additional Information Contact: Marisol Trevizo (610 1)