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HomeMy WebLinkAboutContract 60541CITY SECRETARY CONTRACT 110. _ C�O��I. AGREEMENT BETWEEN THE CITY OF FORT WORTH AND SEDRICK HUCKABY FOR CONSULTATION FOR PUBLIC ARTWORK FOR STOP SIX This Agreement is entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and Sedrick Huckaby ("Artist"), an individual residing at 4800 Williams Road, Benbrook, Texas 76116. City has designated the Arts Council of Fort Worth and Tarrant County, Inc., DBA Arts Fort Worth ("Contract Manager") 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 2-56 through 2-61 of the Fort Worth Code of Ordinances, the Fort Worth Public Art Program's goals are to create an enhanced visual environment for Fort 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; WHEREAS, on April 19, 2021, the Fort Worth Art Commission ("FWAC") approved a Final Design of a public artwork, titled The Last Train by Sedrick Huckaby ("Artist"), to be installed at the Original Site in the traffic triangle at the intersection of Stalcup Road and Ramey Avenue, 76112, attached as Exhibit "A". WHEREAS, immediately after the FWAC's approval of the Final Design, Artist's fabricator withdrew from the project due to significant cost increases from COVID-19 pandemic -induced inflation, putting the project on hold until another qualified fabricator and additional funds could be identified; WHEREAS, on June 27, 2023, Fort Worth City Council authorized exchanging unexpended project funds from Older Debt Proceeds with General Capital Project Fund; and authorized reallocating Unspecified Public Art Funds to this project to offset inflationary cost increases for this project (M&C 23-0521); WHEREAS, on September 25, 2023, the Fort Worth Art Commission approved relocating the project from the Original Site to nearby Bunche Park ("New Site") which offers safer pedestrian access , and approved Artist's selection of Ignition Arts, LLC (the "Implementation Artist") to revise Artist's final design, and upon City approval, fabricate and install the artwork; WHEREAS, under this agreement Artist shall provide design consultation to Implementation Artist during the Revised Final Design Phase; and under a future agreement, shall provide original artwork to be incorporated into the Work in accordance with the approved Final Design; WHEREAS, this project is included in the Fort Worth Public Art Fiscal Year 2024 .4nnual Work Plan, adopted by the Fort Worth City Council on October 17, 2023 (M&C 23-0844); N WHEREAS, City and Artist wish to set out the terms and conditions under which said consultatiptr ion tVJv Artist shall be conducted. C$FFICIM RECORD CSO RECD Consulting Agreement with Sedrick Huckaby for C' Tv �^ � =v I� FT Ol l 2S r23 AJH 10 a 00 Stop Six Public Art Project I r � �Y EXECUTION COPY FT WC`Uft., TX I 1 of 18 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 DEFINITIONS As used in this Agreement, the following terms shall have the meanings as set forth below: 1.1. Agreement — Means and includes this agreement between the City and Artist for design consultation with Implementation Artist during the Revised Final Design phase. 1.2. Artist — Means and includes Sedrick Huckaby. 1.3. Artwork Design — Means and includes Artist's approved Final Design of the Work for the Original Site, created in connection with the Final Design Agreement dated on July 30, 2015, (City Secretary Contract No. 46895), as amended on April 4, 2016 (City Secretary Contract No. 46895-A 1), and as amended on September 17, 2019 (City Secretary Contract No. 46895-A2), and includes, but is not limited to, all final drawings, sketches, prototypes, maquettes, models, and the like that were created by Artist in connection with the Final Design Contract. Artist's Final Design and description are attached hereto as Exhibit "A" and incorporated herein for all purposes. 1.4. City — Means the City of Fort Worth. 1.5. Contract Manager — Means and includes the Arts Council of Fort Worth and Tarrant County, Inc., DBA Arts Fort Worth, and/or its officers, directors, and employees. 1.6. Effective Date — Means and includes the date this Agreement is executed by the City. 1.7. Implementation Artist — Means and includes Ignition Arts, LLC. 1.8. New Site — Means and includes Bunche Park, located at 5600 Ramey Avenue, Fort Worth, TX, 76119, which is more particularly described in Exhibit "B," attached hereto and incorporated herein by reference for all purposes. 1.9 Original Site — Means and includes the traffic triangle located at the intersection of Stalcup Road and Ramey Avenue, 76112, described in Exhibit `B", and attached hereto and incorporated herein by reference for all purposes. 1.10 Parties — Means and includes City, Artist, and/or their heirs, executors, administrators, legal representatives, successors, agents, subartists, contractors, and assigns. 1.11. Project — Means and includes the capital improvement/public art development undertaking of City for which Artist's services are to be provided pursuant to this Agreement. 1.12. Project Stakeholders — Means and includes the appropriate City Council Member(s), members of the community, the FWAC's appointed representative and others as may be appropriate. 1.13. Revised Final Design — Means and includes revisions that shall be made by Implementation Artist to Final Artwork Design, in consultation with Artist, to align Work with budget and site requirements. Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY 2of18 ARTICLE 2 SCOPE OF SERVICES AND DELIVERABLES 2.1. Scope of Services Under this agreement, Artist shall provide the following services: a) Artist shall communicate with and provide input to Implementation Artist as requested during the revised final design process. b) Artist and Implementation Artist shall reach agreement on Artist's Fee for producing original artwork to be applied to exterior of the Work during fabrication and/or installation, so as to preserve the integrity of the Artist's concepts and goals for the Work while keeping the project within budget. c) Artist, upon request of Contract Manager, shall participate in meetings that seek input on Artwork Design from Project Stakeholders, either in -person or virtually. d) Artist shall attend, in -person, the FWAC meeting where the Implementation Artist presents the Revised Final Design to the FWAC for joint review and approval with Project Stakeholders and appropriate City staff. e) Artist shall track his time spent in consultation with Implementation Artist and submit invoices, with a timelog attached, to the City through the Contract Manager at the hourly rate described in Article 3. t) Artist understands that Implementation Artist will protect the integrity of the Artist's concept and ideas during the Revised Final Design process and that Artist will have an opportunity for input but acknowledges decisions to ensure the project is implementable shall belong to Implementation Artist. j) Artist shall allow video recording and photography of their participation during activities related to this Project such as presentations and meetings. k) In order to maintain the integrity of the City of Fort Worth's public art process, for the duration of the Agreement, any potential publicity being sought for the Work, including social media and press/media release(s), must be approved, in advance, by Contract Manager, and shall credit the City of Fort Worth in substantially the following form, "an original artwork commissioned by and in the public art collection of the City of Fort Worth, Texas," and social media shall include the hashtag #fwpublicart. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation. Total compensation to Artist under the Agreement shall be in an amount not to exceed THREE THOUSAND DOLLARS AND ZERO CENTS ($3.000.00). which shall constitute full compensation for any and all costs associated with the Agreement, including Artist's consulting fee of up to $3,000.00 (based upon an hourly rate of ONE HUNDRED DOLLARS AND ZERO CENTS ($100.00) per hour). Any changes requested by the City shall not require City to pay Artist any additional compensation under this Agreement. Artist and City may amend this Agreement to allow for additional payment if additional services are required. Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY 3of18 3.2. Payment Schedule City agrees to pay Artist in the following installments set forth below, based upon invoices with timelogs attached listing dates, number of hours spent, purpose (e.g., meetings with Implementation Artist, review of drawings, etc.). Each installment to represent full and final, non-refundable payment for all services and materials provided prior to the due date thereof: a. An amount not to exceed TWO THOUSAND DOLLARS AND ZERO CENTS ($2.000.00) upon Implementation Artist's notification that they've received drawings, information and materials requested from Artist sufficient to allow completion of Revised Final Design. b. An amount of ONE THOUSAND DOLLARS AND ZERO CENTS ($1,000.00) upon FWAC approval of Implementation Artist's Revised Final Design PLUS any amount owed but not billed in the first invoice, provided however, that the total of payments 3.2.a. and 3.2.b. shall not exceed THREE THOUSAND DOLLARS AND ZERO CENTS ($3.000.00). 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 "D," for use by Artist in the fulfillment of this Agreement. 3.4. Artist's Exvenses. Artist shall be responsible for the payments of all expenses incurred during the performance of this Agreement, including, but not limited to, services, materials, equipment, Artist's overhead expenses, mailing/shipping charges and insurance on submissions to City, 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. 4.3. Termination for Cause. If either party to this Agreement shall fail to fulfill their obligations in accordance with the terms of this Agreement, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, then the Parties shall first attempt to resolve any disputes arising from this Agreement in accordance with the dispute resolution process set forth in Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY 4 of 18 Article 5. If the Parties cannot resolve the dispute(s), then the disputing party shall thereupon have the right to terminate this Agreement upon the delivery of a written "Notice of Termination" specifying the grounds for termination. Termination of this Agreement under this provision shall not relieve the party in default of any liability for damages resulting from a breach or a violation of the terms of this Agreement. 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 at least thirty (30) calendar days before termination. (b) If termination is for the convenience of City, City shall pay Artist pursuant to the payment provision in Article 3, and Artist shall continue to provide the City with services requested by City and in accordance with this Agreement 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 pursuant to the payment provision in Article 3 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. (d) If termination is by mutual agreement of the Parties, then City shall pay Artist per the payment schedule in Article 3 up through the date of termination. Artist will be compensated for any services performed and expenses incurred but not yet paid under the Payment Schedule. 4.5. Incapacity of Artist. In the event of Artist's death or Artist becoming physically or legally incapacitated during the term of this Agreement, City shall have the right to terminate this Agreement on payment to Artist or Artist's successors for all work and services performed prior to death or incapacity. ARTICLE 5 DISPUTE RESOLUTION (a) If either Artist or City has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the Parties shall first attempt to resolve these issues through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach, or other matter in question that may arise out of or in connection with this Agreement. (b) If the Parties fail to resolve the dispute within sixty (60) calendar days of the date of receipt of the notice of the dispute, then the Parties shall submit the matter to mediation in accordance with Chapter 154 of the Texas Civil Practice and Remedies Code and Chapter 2009 of the Texas Government Code, then in effect. Request for mediation shall be in writing and shall request that the mediation commence not less than fifteen (15) or more than forty-five (45) calendar days following the date of request, except upon Agreement of the Parties. In the event City and Artists are unable to agree to a date for the mediation or to the identity of a mutually agreed mediator within thirty (30) calendar days following the date of the request for mediation, then all the conditions precedent in this article shall be deemed to have Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Protect EXECUTION COPY 5 of 1S occurred. The Parties shall share the mediator's fee and any filing fees equally. Venue for any mediation or lawsuit arising under this Agreement shall be in Tarrant County, Texas. No provision of this agreement shall waive any immunity or defense. No provision of this Agreement constitutes consent to sue. If the Parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. ARTICLE 6 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 6.1. General. (a) Artist shall retain copyright and other intellectual property rights in and to the Work. By execution of this Agreement, Artist grants to the City an exclusive, perpetual, royalty -free, and irrevocable license to graphically depict and publicly display the Revised Final Design and/or Work for any non-commercial purpose whatsoever, except that the Work cannot be reproduced in any three-dimensional form without permission from Artist. For purposes of this limitation, any graphic depiction or display of the Revised Final Design 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-commercial purpose. (b) In view of the intention that the Revised Final Design and the Work be unique, Artist shall not make any additional exact duplicate reproductions of the Revised Final Design 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. (c) Artist reserves every right available under the Federal Copyright Act to control the making and dissemination of copies or reproductions of the Revised Final Design and/or Work (including all work product under this Agreement), except as those rights are limited by this Agreement. City may make and disseminate photographs, drawings, and other two- dimensional reproductions of the Revised Final Design and/or Work and accompanying materials for any municipal purpose. All reproductions by the City shall contain a credit to the Artist and a copyright notice substantially in the following form: "© date, Artist's name, Title of Work, All Rights Reserved." (d) Nothing in this Agreement shall prevent the Artist from using images of the Revised Final Design and/or Work (including all work product under this Agreement) for marketing and promotional purposes in connection with the Artist's business. (e) City is not responsible for any third -party infringement of Artist's copyright and not responsible for protecting the intellectual property rights of Artist. (f) Artist is not responsible for third -party infringement of the City's licensed use of the Revised Final Design and Work. 6.2. Artist's Address. Artist shall notify City of changes in Artist's address as set forth in Article 11. The failure to do so, if such failure prevents City from locating Artist, shall be deemed a waiver by Artist of the right subsequently to enforce these provisions that require the express approval of Artist. Notwithstanding this provision, City shall make every reasonable effort to locate Artist when matters arise relating to Artist's rights. Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY 6of18 ARTICLE 7 ARTIST AS INDEPENDENT CONTRACTOR Artist shall perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant, or employee of City. Artist shall have exclusive control of, and the exclusive right to control, the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of his/her officers, agents, employees, and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between City and Artist, his/her officers, agents, employees, and subcontractors, and the doctrine of respondeat superior has no application as between City and Artist. ARTICLE 8 INDEMNIFICATION 8.1. General Indemnity. (a) ARTIST COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY LOSS (INCLUDING, BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST PROFITS, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO, DEATH) TO ANY AND ALL PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM ANY ACTS, ERRORS, OR OMMISSIONS OF ARTIST AND/OR ARTIST'S SUBARTISTS AND CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT. (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 in their subcontracts a release and indemnity in favor of City in substantially the same form as above. 8.2. Intellectual Propertv. 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 THAT ARTIST SHALL RELEASE, DEFEND, Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY 7 of 18 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 BE SUBJECTED ARISING OUT OF CITY'S USE OR POSSESSION OF THE WORKS BY REASON OF AN ALLEGED OR ACTUAL COPYRIGHT VIOLATION OR OTHER LACK OF OWNERSHIP, AUTHORSHIP, OR ORIGINALITY. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of Artist. ARTICLE 9 EQUAL OPPORTUNITY (a) Artist shall not engage in any unlawful discrimination based on race, creed, color, national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation, or any other prohibited criteria in any employment decisions relating to this Agreement, and Artist represents and warrants that to the extent required by applicable laws, it is an equal opportunity employer and shall comply with all applicable laws and regulations in any employment decisions. (b) In the event of Artist noncompliance with the nondiscrimination clauses of this Agreement, this Agreement may be canceled, terminated, or suspended in whole or in part, and Artist may be debarred from further agreements with City. ARTICLE 10 MISCELLANEOUS 10.1. 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. 10.2. Entire Agreement. 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. 10.3. 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. 10.4. 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. 10.5. Governinv 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 in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY 8of18 10.6. Successors and Assi;zns. 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. 10.7. 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. 10.8. Severabilitv. 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. 10.9. Force Maieure. 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 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 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 time equal to the period such party was delayed. 10.10. 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 against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. 10.11. Fiscal Fundinv 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 (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement. 10.12. Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY 9of18 10.13. 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 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 200 Texas 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. Artist shall require all of its subcontractors to include in their subcontracts a right to audit in favor of City in substantially the same form as described in this Article 10.13. 10.14. Certified MWBE. 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. 10.15. Survival Provision. The provisions contained in Articles 4.5 (Incapacity of Artist), 6 (Ownership and Intellectual Property Rights), 7 (Artist as an Independent Contractor), 8 (Indemnification), and 10.13 (Right to Audit) shall survive the termination or expiration of this Agreement. 10.16. Counterparts and Electronic Sianatures. 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. 10.17. Time Extensions. The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this Agreement. ARTICLE 11 NOTICES All notices, requests, demands, and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, as follows: CITY OF FORT WORTH: Fernando Costa, Assistant City Manager City Manager's Office City of Fort Worth, Fort Worth City Hall 200 Texas Street Fort Worth, TX 76102-6314 Copies to: Leann Guzman, City Attorney Office of the City Attorney City of Fort Worth, Fort Worth City Hall 200 Texas Street Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY 10 of 18 Fort Worth, TX 76102-6314 Martha Peters, Director of Public Art Arts Council of Fort Worth & Tarrant County, Inc. 1300 Gendy Street Fort Worth, TX 76107 2. ARTIST Sedrick Huckaby 4800 Williams Road Benbrook, Texas 76116 Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY Ilof18 IN WITNESS HEREOF, the Parties hereto have executed this Agreement to be effective as of the Effective Date. CITY OF FORT WORTH Sedrick Huckaby by: Fernando Costa Sedrick Huckaby Assistant City Manager Artist Date: /// %/2023 Date: 11/27/23 CONTRACT COMPLIANCE MANAGER By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensurino, all nerfnrmnncP nnrl reporting requirements. Name: Anne Allen Title: Public Art Project Manager APPROVED AS TO FORM AND LEGALITY: By: QccaA&F Trey Quay Assistant City Attorney ATTEST: By. �'an n S •� City Secretary Form 1295: Not Applicable Contract Authorization: No M&C required. OFFICIA.! RECORD C;` " SEChETARY FT. WUKTH, TX Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY 12of18 Exhibit A: Approved Final Design Narrative Description Fort Worth artist Sedrick Huckaby's design for an artwork for the Stop Six Traffic Triangle is titled The Last Train. The traffic triangle at Ramey and Stalcup in the Stop Six neighborhood will be transformed into a place to gather. The artwork commemorates the history of the neighborhood as the sixth stop of the interurban rail system. In the center of the space there will be a re-creation of a classic interurban train car, sitting on a simulated train track in the center of a small paved plaza (proposed plaza if budget a] lows). Figures — ambiguous portraits of members of the community — will be rendered by the artist onto the exterior of the train. The train will be the centerpiece of the welcoming space, a coppery "dazzling, shimmering wonder." During the day its golden appearance will speak to the community's hopes for the future. During the evening, lights from within the train will give it a warm, inner glow. The artist intends the train to symbolize a spiritual chariot that has arrived to take earthly citizens to a heavenly place. "There will also be a procession of figures drawn on the exterior of the train. The figures will be conversing, chanting and slowly proceeding forward in a fluid motion. Although naturalistic in appearance, the figures will be created with loose gestural marks. The figures are composed so that the heads are framed by the glowing windows." - Sedrick Huckaby Early Concept Drawings from Artist } Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY 13 of 18 Exhibit A: Approved Final Design Continued Train fabrication drawings by Ion Art Aluminum, acrylic windows with vinyl overlay, metallic bronze paint, LED lights, 30' in length x 10 %' in height Stop Sk Trdn I Side Bevallan Stop Sk Trdn I flight Vkm '! "�I Mr— I ear Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY Stop Sbk Train Praet and Rear Bevalon L, L2 00 0 0 t e _ o _ �3 8 s M amim , t_7Z^_t, Mr— I M Mvii�_ S Stop Slz Train � Sectbn View 14 of 18 Exhibit A: Approved Final Design Continued/Original Site Plan Hardscape / Plaza rendering showing existing trees and proposed plaza footprint with decomposed granite connector to existing sidewalk LAST TRAIN - Stop Six Public Art Project Phase 1 500 BLOCK RAMEY IWENUE FORT WORTH. Tx 7e105 Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY LANDSCAPE PLAN RMEMA7 LAMBO /C MOM R®EMACOM 1/16"= V-0" I iL1.01 11m M.G.W dA" F.Aft N. TA /Et01 pt AV W. 4 1 15 of 18 Exhibit B: The Original Site at Ramey and Stalcup Located in the 5437-5427 block of Stalcup Road, 76112, in the green traffic triangle formed by Ramey Avenue, Ramey Avenue and Stalcup Road in the Stop Six community k12 g r 10 11 6 Z; �. 1 ,arm. 4 22 P Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY 16 of 18 Exhibit B: The New Site in Bunche Park Original Site Consulting Agreement with Sedrick Huckaby for Stop Six Public Art Project EXECUTION COPY Bunche Plaza in the Park 17 of 18 Exhibit D: Sales Tax Exemption *,at , 01-339 (8.k) (Re A. 31e) Texas Sales and Use Tax Exemption Certification This certificate does not require a number to be valid. Name of purchaser, firm or agency City of Fort Worth, Texas Address (Street d number. P.O. Box or Route number I Phone (Area code end number) 200 Texas Street 817-392-8517 f City, State, ZIP code I{ Fort Worth, Texas 76102 I, the purchaser named above, claim an exemption from payment of sales and use taxes (for the purchase of taxable items described below or on the attached order or invoice) from: Seller: All Vendors Street address: City, State, ZIP coda Description of Items to be purchased or on the attached order or invoice: All items. Purchaser acknowledqes that this Certificate cannot be used for the purchase, lease or rental of a motor vehicle. Purchaser claims this exemption for the following reason: Municipality, Governmental Entity I understand that I will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with the provisions of the Tax Code and/or all applicable law. I understand thatitis a crimineloffense togive an exemption certificete to the selferfortaxable items thatl know, atthe time ofp urchase, will be usedin a mannerotherthen thatexpressed inthis cetfiflcate, and dependingon the amountoftax evaded, the offensema yronge from a Class C misdemeanor to a felony of the second degree. Purchaser Title Date sign here Finance Director/CFO I Idttl iq 1 NOTE: This certificate cannot be issued for the purchase, lease, or rental of a motor vehicle. THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID. Sales and Use Tax "Exemption Numbers" or "Tax Exempt" Numbers do not exist. This certificate should be furnished to the supplier. Do M send the completed certificate to the Comptroller of Public Accounts. Consulting Agre— ., Stop Six Public Art Project EXECUTION COPY 18of18 FORTWORTH Routing and Transmittal Slip FWLab - FWPA Department TITLE: SEDRICK HUCKABY FOR CONSULTATION FOR PUBLIC ARTWORK FOR STOP SIX CPN DATE: TO: 1. Trey Qualls 2. Fernando Costa 3. Janette Goodall rd IJ 0 CSO # DOC# INITIALS DATE OUT TQ 11 /27/2023 i�IZ-7/zaz3 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 X No SAME DAY: ❑ Yes X No NEXT DAY: ❑ Yes ❑ No ROUTING TO CSO: X Yes ❑ No Action Required: ❑ As Requested ❑ For Your Information X Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs Return to: Please call Anne Allen at 817-298-3028 or at 817-637-7388 (aallen@artsfortworth.org) for pick up when completed. Thank you.