HomeMy WebLinkAboutContract 45312 CITY SECRETARV, ..
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COWRACT
AGREEMENT BETWEEN THE CITY of FORT WORTH
AND GRAPHIC CONTENT, INC. FOR PRELIMINARY .DESIGN OF
PUBLIC ART FOR VICTORY FOREST COMMUNITY CENTER
This Agreement zs entered into this Ida ' of 0 Vet I � 4 by and between veen the City
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of Fort Worth, a home-rule municipal corporation of the State of'Texas, acting by and through its duly
authorized Assistant City Manager, and Graphic Content, Inc., Texas for profit corporation acting by and
through its duly authorized President, Arturo Garcia. 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 2- through 2-611 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 corn .ernorate the City's rich cultural and ethnic diversity, to integrate the design
work of artists into the de eloprnent of the City's capital infrastructure improverinents, and to promote!
tourism and economic vitality in the City through the artistic design of public spaces,
WHEREAS, Proposition 2 of the 2004 Capital Improvement Program allocates funds for the
construction of a new Southside community center located in City Council District 9, which includes
funds for Public art-
WHEREAS the City initially planned to construct the now community center at.Rosem nt Park-,
WHEREAS, on November giber 1 , 2009, artist Art Garcia was competitively selected through a
process outlined in the Fort Worth Public Art Master Plan to create an integral artwork for the planned
Rosemont Community Center, however, the City subsequently abandoned those plans in favor of a new
location near,the intersection of Hemphill Street and . idd%son Road in Council District 9, which will be
known as Victory Forest Community Center;
WHEREAS, funding for this P"rc ect was included in the Public Art Plan for the 2004 Capital
Improvement Program, adopted by the Fort Worth City Council on May 17, 2005 (M&C G-14801
WHEREAS, the Project and artist were included in the Fiscal Year 2014 Annual Work Plan and
Budget, adopted by the Fort Forth City Council on November 12, 20113 (M&C C-26557) as Part of the
City's agreement with the Contract Manager for administration of the public,art program"
IJEREA ',City and Artist wish to set out the terms and conditions under which said Work shall
�" be designed and implemented to promote the integrity of Artist's idea and statements as represented by
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the Preliminary Design;
NOS", 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:
[OFFICIAL RECORD
Preliminary Design Contract with Graphic Content,Inc. CI,TY SECRETARY
C Ty SE it
F T
a WO it TX
To WORTH,TX
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Aw compliance with all terms and conditions in this Agreement.
b. Artist, in consultation with Project Consultant, shall deter-nine the artistic expressi,on, scope,
design, color, size, material, and texture of the Work, subject to revIew and input from Project
Stakeholders and approval by City as set forth in this Agreement.
C. 'rhe lo�cation(s) at the Site where the Work shall be installed shall be mutually agreed upon by
City and Artist.
d. Artist, upon request of Contract Manager, shall, provide infer ination and/or attend ineetings with
appropriate City staff for purposes of risk assessment, safety review, sighting of the Work, and
permitting.
e. Prior to commencing work on the Preliminary Design, Artist shall meet with and seek input from
Project Stakeholders.
f. Artist shall work with the Project Consultant to explore design enhancements that may be integral
to the Project and covered by the construction budget.
9. Artist shall explore concepts for the Work, within the preliminary implementation budget set
forth in Article 2.3.
h. Artist,shall meet and coordinate with City staff and others, as necessary,, to explore the feasibility
of integrating the Work into the Site in to of structural support, lighting, electricity, or other
infrastructure needs to support the Work.
i. Artist shall present the Preliminary Design to Project Stakeholders, the appropriate City staff, the
Parks and Community Services Advisory Board and other City boards or commissions, as
appropriate, for input and to the FWAC for review and approval at dates and times mutually
agreed upon.
2.2. 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,
2.3. Preliminary,De,siin L)eliverables
a. Within three (3) months after the Effective Date, Artist shall provide services and all supplies,
materials, and equipment necessary to provide certain deliverables, as set forth in.this Section 2.3
to Contract Manager. Preliminary Design Deliverables shall consist of the following.-
i. Two preliminary design illustration(s) showing the proposed Work from two
vantage points, including a plan view, which shall be in a high resolution, digital
format or mounted on foam core and at least 20�" x 30";
ii. A narrative description of concept, proposed materials, fabrication, and
Preliminary Design Contract with Graphic Content,Inc., 3 of 19
h. Upon City approval of the Preliminary Design,, any rev i,sions, made to a City-approved
Preliminary Design shall become part of the Preliminary Design. Artist shall incorporate any
City-approved revisions into the final design in conforniance with City's requirements. Any
revisions shall become part of any final design deliverables if the Artist proceeds to the final
design phase. Artist shall provide the Preliminary Design presentation materials to the Contract
Manager to become part of the City of Fort Worth Publi,c Art ambive owned by City. 1"here
documents,,models,,and/or drawings will be retained for archival and exhibition purposes.
i. Upon the expiration of the Tenn (hercinafter defined) of this Agreement, if the Prelitninary
Design is accepted by City and funding is appropriated by the Fort, Worth City Council,
negotiations 'for final design, or final design and commission for fabrication, delivery, and
installation of the Work shall commence, which shall become part of the dellverable under any
anticipated final design or final design/artwork cornmission contract.
ARTICLE 3
COMM.'4 NSATION AND PAYMENT SCHEDULE
3.1. Compensation.
of compensation to Artist tinder the Agreement shall be FOUR, THOUSAND SIX HUNDR-ED
FORTY DOLLARS AND NO, CENTS 1
f$1,640.00) which shall constitute full compensation for all
services perfon-ned and materials furnished by Artist under this Agreement. Artist and City may amend
this Agreement to allow or additional payment if additional services are required.
3.2. Payment Schedule
a., City agrees to pay Artist in the following installments set forth below, each installment to
represent full, and final, non-refundable payment for all services and materials, provided prior to
the due date thereof:
S
ONE THOUSAND SIX HUNDRED TWENT Y FOUR DOLLARS AND NO CEN r r
J$,1624.00)11 upon execution of this Agreement.
ii. ONE THOUSAND EIGHT HUNDRED FIVY Y-SIX DOLLARS AND, NO CENFS,
($1.85,61.001), within thirty (3 0) calendar days after ArtIst subniits, Preliminary Design
Deliverables', as required tinder Article 2.3. of this Agreement, and makes a Presentati on
tit e Preliminary Design to the FWAC.
iii. ONE THOUSAND ONE HUNDRED S,IXTY I)OLLARS AND NO CENTS
($,1,160.00) within thirty(30)days after the City's,approval oft e Prelitninary Design.
3.2. Sales Taxes.,
,City is a tax-exempt organization and no state or local sales taxes, or federal excise taxes shall be due
upon the Prqject. City shall, supply Artist with the "Texas Sales Tax and Local Sales Tax Exemption
Certificate,"attached,hereto and made apart hereof for all purposes as Exhibit"C"I for use by Artist in the
Prelirnhiai-y Design Conti-act with Graphic("ontent,Inc. 5 of']9
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photographs,, models,, and designs, up to the effective date of termination, provided that no right
to fabricate or execute the Work shall pass to City.
e. 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
sure equal to all payments if any) made to the Artist pursuant to this Agreement prior to the
effective date of termination. If City chooses to pay Artist, than all work product produced by
Artist under this Agreement, including, but not limited to, finished and unfinished drawings,
sketches,photographs, models, and designs, up to the effective date of ter millation shall become
property of City.
d. If termination is by mutual. agreement of the Parties as set forth in Allicle 2.4, then City shall pay
Artist per the payment schedule in Article 3 up through the date of tennination. City shall have
the right to possession and transfer of all work product produced by Artist under,this Agreement,
including, but not limited to, finished and unfinished drawings, sketches, photographs, models,
and designs,tip to the effective date of termination.
4.5. Incapacitv of Artist.
a. In the event of Artist's death or Artist becoming, physically or legally incapacitated during the
to of this Agreement, City shall have the right to ten-ninate this Agreement on payment to
Artist or Artist's, successors for all work and services performed prior to death or incapacity. All
finished and unfinished drawings,sketches,photographs, models and work shall become property
of City.
b. Should Artist's design have been approved,in the event of termination under this Article 4.5,City
shall have the right to complete the Work, if feasible. Due regard shall be made for the Artist's
intended results and proper credit and acknowledgement shall be given to Artist. This provision
shall survive the termination or expiration of the Agreement.
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.
Preliminary Design contract with Graphic Content,Inc. 7 of 19
C. Artist reserves every right available under the Federal Copyright Act to control the making and
dissemination of copies or reproductions of the Preliminary Design and/or Work, except as those
rights are limited by this Agreement. City may make and disseminate photographs, drawings,,
and other two-dimensional reproductions, of the Preliminary 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: "C date, Artist's
nanie.,"
d. Nothing in this Agreement shall prevent the Artist from using images of the Preliminary Design
and/or Work for marketing and prornotional 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.
6.2 Artist's,Address.
Artist shall no City of changes in Artist's, address as set forth in Article 12. The failure to do so, if
such failure prevents City from locating Artist, shall be deemed a waiver by A-rtist of the night
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.
ARTICLE 7
WARRANTIES OF TITLE AND COPYRIGHT
a. Artist represents and warrants that.-
i. Preliminary Design and/or Work shall be the original product of the Artist's sole creative
efforts.
ii.. Preliminary Design and/or Work is and will be unique and original,and does not infringe
upon,any copyright or the rights of any person,
iii. Artist has not sold,assigned, transferred, licensed, granted,encumbered,or utilized the
Preliminary Design and/or Work or any copyright related thereto that may affect or impair
the rights granted pursuant to this Agreement*
iv. Preliminary Design and/or Work(or duplicate thereof)have not been accepted for sale
elsewhere;
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 perfon-ned in accordance with all applicable laws,
regulations,ordinances,etc.,and with all necessary care, skill and diligence.
ARTICLE 8
Preliminary Design Contract with Graphic Content,Inc. 9 Of 19
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 express,ly
assumes no obligations, Implied or otherwise, regarding payment or collection of any such fees or
financial obligations. City specifically does not permit,it r
, r , o 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 R-ELEA E, DEFEND,
INDEMNIFY,AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL CLAIMS,,
LOSSES9 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 10
EQUAI,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 Agrreement, 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 11
MISCELLANEOUS
11.1. Corn fiance.
Artist shall comply with all Federal, State and City statutes, ordinances and regulations applicable to the
performance of Artist services under this Agreement.
11.2. Entire Aimement.,
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.
11.3. 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
PTCHMinary Design Contract with Graphic Content,Inc. 11 of 19
1 1 1
. 0. Contract Construction.
The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this
Agreement and that the non,nal rule of construction to the effect that any ambiguities are to be resolved
against the drafting party must not be employed in the interpretatlon of this AgTeernent or any
amendments or exhibits hereto.
11-11. Fiscal FutLd,ij2g Out.
If for any reason, at any time during any terin of this Agreement, the Fort Worth City Council fails to
appropriate funds, sufficient for City to fulfill its obligations under this Agreement, City may terminate
this Agreement to be effective on the later of(1) thirty (3 0) 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 City Council for the purposes set forth in this Agreement.
1.1 2. Ca tions.
Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a
part of this Agreement.
11.13 RighttolAudit
Artist agrees that city will have the right to audit the financial and business, records of Artist that relate to
the Worth (collectively "Records"') at any time during,the Terin of this Agreernent and for three (3)years
thereafter in order to detennine compliance with this Agreement. Throughout the Tenn of this Agreement
and for three (3) years thereafter, the Artist shall make all Records, available to the City at 1000
Throckmorton 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.
11.1,4 Certified MWBE
If applicable, Artist is encouraged to make its best effort to becorne a certified Minority Business
Enterprise (MBE) or Woman Business, Enterprise (W BE) firm with a certifying agency whose
certification is accepted by the City under the City's Business Diversity Enterprise!Ordinance.
11.15 Survival Provision
The provisions contained in Articles 6(Ownership and Intellectual Property Rights), 7 (Warranties of
Title and Copyright), 8 (Artist as an independent Contractor), and 9,(Indetyin 1 fi cation) shall survive the
termination or expiration of this Agreement.
11.1 Counterparts 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.
Preliminary Design Contract with Graphic Content,Inc. 13 of 19
11.17. Time Extensions
The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this
Agreement.
ARTICLE 12
NOTICES
All notic es, requests, demands, and other cornmwiications 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 persorially or sent by registered or certified mail, return
receipt requested, postage prepaid,as follows.-
1. CITY OF FORT WORTH: Assistant City Manager
City Manager's Office
City of Fort Worth
1000 Throckmorton Street
Fort Worth,TX 76102
Copies to- City Attorney
Office of the City Attorney
City of Fort Worth
1000 Throckmorton Street,Third Floor
Fort Worth,Texas 76102
Martha Peters, Vice Pres,ident, Public Art
Arts Council of Fort Worth&,Tarrant County
1300 Gendy Street
Fort Worth,TX 76 1 O,7
2. ARTIST Art Garcia,President
Graphic Content,Inc.
509 Wcst Davis Street,Suite 100
Dallas,T'X 75208
IN WITNESS IJEREOF,the parties hereto have executed this Agreernent to be effective as of the
Effective Date.
CITY OF FORT WORTH GRAPHI C 0 N TF,'N.T
jj
By-
By. Im" ==tW1.
'71
Fernando Costa "I ro Garcia v
Assistant City Manager President
Date: 'Date.
Preliminary Design contract with Graphic Content,Inc. 1 4 of 19
APPROVED S T w.
AND LEGALITY.
�o
Assistant City Attorney
d
00
ATTFSTED BY
d
ary J.K r
City Secretary
+
Contract Authorlizatliono
No M&C Required
OFFICIAL RECORD '
r0F AL RECORD
CITY 3ECRETARY
F F
To WORTHj TIK f
of 91
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Preliminary resign Contract with Graphic ont t
Exhibit : Implementation Budge
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ARTIST'S FEE(1,5 )
TRAVEL
(For artists who lire more than 50 miles from Fart Worth)
Airfa re
Car Rental
Per Diem Expenses at per deer
Mileage at per mile
INSURANCE
Auto/Hired Vehicle Liability
General Liability for.Artist l Subcontractors
Worker's Comp./Employer's Liability
Other,as applicable
PROFESSIONAL lAl CONSULTANT'PEES
(if applicable,drawing must be signed and sealed by a professional registered to practice
in the State of Texas)
Architect*
Structural Engineer*
Electrical Engineer*
Conservator*
Photographer(for documentation of completed wow *
Other*
MATERIALS
(Please attach a complete list of materials. Itemize all anticipated aspects and
components with per unit coast estimates)
Materials*Total
FABRICAMON COSTS
(Include and itemize all portions of subcontracted work and work to be completed by
artist.)
Artist's Labor( hours at$_per hour)Total
Subcontracted i Labor*(Total)
Facility/Equipment Rental(used exclusively for this protect)related to fabrication
SITE PREPARATION
(Do not include costs covered by FWPA,City of Fort"forth or other's)
Test Grilling*
Removal*
Landscaping/lrricgation*
Electrical Modifications*
Water Work/Mechanical Devices
Other*
TRANSPORTATION
Materiels to Fabrication Site*
Finished Work,to Installation Site*
Ot hler*
Frelirnin r-y Design Contract with Graphic ontent,Inc. 17 of 19
Exhibit C.- Sales Tax Exemption
, , 'UNIFIC - -MPTJ ON
V xemption Wife paymera o f les and usc tuxcs',fi,r the puyvitaisc oftaxable,
1xiow or on the a" ovdar(w inv*ke,
Deskaiption of ftc,.ms(m an atlaevtxi on der or Inv oicc)To Bc
I daim this exertiption,lbr the fbilo win g rca-*v.-
Na,me of Exmipt Orpnizatitai: C TV 0 F FORT WOKV TEXAS
TEXAS SALES AND USE TAX PIERMITNUMBER 1-75-6000529-6
Ptx:Pjtvt for whieh maiterials arki supplies are purchased:
'I undemiund that I will be liable fir psymcat of�sates t,ax,,which may hfcci:nc due for failure to cmnply
with the pro v6 of the state.,city, &',or moropolitan transit authority siales and use tax laws and
ccippia,4 let rules rq rein g exempt,ptuthascs,. Liability for the tax wit"I be,determined hy the pd c*paid
,for the taubk,item purchmsed or the fiji�nunket m,tal value fbt,the,,peniod, of time usod-
I unde rat wdthat it is a inisdaneanor to jp'vc an exemption certifica4v to tho ielIcTfi,,W'taxaMe it &-wbich,
I km),w.al the 1jimt of the,purchasoc,will bc used in a ananner otN than that expcnscd,in diis cerfifiscule
and,,ulxyn convioetion,may be fined up to$500 peT offoos.e.
Purch,Our: CITY OF MKT WORTH,TEXAS
Stroet Addmsss, 1000 THROCKNIORTONSTREFT
(*Ay,,State.Zip Code:Mf�'
WO RTH,'YEXA S x610,2
`1009 1111unle" 817-3192$517
Dale: ''Unt 11,
Akv, ...........
Hem:
--7Q7`rjf1j1T- 41 em�M, ,,jll FT,477,3;T
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'This cenlfi":te&"h(A POWnrea num hcTto IrK valid. Sale.s and u.w tax"c"W.C111,11mikin.numbers. or-ta.
exerupf"'numbers do not exit,
T,hi,.4 cerlirwatw w e fumls-hed to the sappli, ti ricti, ,irmi thc willple- tit w to to the
G,,,i tit p4n)1lcr(,,)f Puhltc Accotials
Prelivninary Design Cloiuract with G,raphic Content,Inc. 19 of'19