HomeMy WebLinkAboutContract 45310 CITY SECRETTARY4
CONTRACTA09
GREEMEN"I" BETWEEN THE CITY OF FORT WORTH
AND BE LIZ ROT I R FOR PRELIMINARY DESIGN OF PUBLIC ART FOR THE PUBLIC
SAFETY TRAINING CENTER
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"this Agreement entered into this day of � 1� end between tyre
City
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of Fort Worth a hone-rule mu ri is i , l co� r As
�� poratior� of the �t�tc of Te � acting by and through its duly
authorized assistant City Manager, and Belie Brother, all individual who resides at 3843 S Brandon,
Street, Seattle, Washington 98118. City has designated the Arts Council of Fort Worth and Tarrant
Counter, Inc., to manage this Agreement on its behalf. The Contract ]''tanager shall act through its
designated project manager.
WHEREAS, pursuant to Chapter 2, Sections -56 through 2-61 of the Fort "worth Code of
Ordinances, the Fort Forth. Public Art P'rogram'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, City is designing and constructing a new Public Safety Training Center for the
Police and Fire Departments, located at 505 West Felix Street, Fort Worth, Texas, 76115, a park of the
historic former Federal Depot,
WHEREAS, the Fort worth .Art Commission ("FWAC") recommended funds for the design of
an artwork for the Site from the Specially Funded Capital P"ro ects Fund a/k/a, the Public Art Fund) in
its Fiscal' Year 2014 Annual Work Plan an Budget,ct whrc h was reviewed and adopted by the Fort wort
City Council oil November, 12, 2013 M& C-26557) as part of the City's agreement with the Contract
Manager for administration of the public art program
, competitively selected through a process outlined in the Fort Worth
E�.E �� artist: was, core
Public Art Master Plan and conducted by the Conti-act Manager with oversight of the FWA
WHEREAS, the FWAC unanimously approved the artist selection panel's recommendation of
the Artist on August 12, 2013;
WHEREAS, the F AC has recommended that Artist, in coordination with City and the City's
Project Consultant, he retained to design permanent artwork for the Site; and
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WHEREAS, City and Artist wish to set out the terms and conditions under which said Work
shall he designed to promote the integrity, of Artists ideas and statements as represented by the Work
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M, and
NOW,THEREFORE, City and artist, for and ill consideration of the covenants and agreements
hereinafter set forth the sufficiency of which 'is hereby acknowledged, agree as follows,,,
OFFICIAL RECORD
FOFFICIA RE RD,
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CITY SECRETARY
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Agreement with Beliz Brotlier for Preliminary Design of Public Artwork for Public Safety Training Center
ARTICLE I
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
Preliminary Design of Public Art for the Site.
1.2. Artist—1'' eans Beliz Brother acting in her capacity as an individual.
1.3. City—Means the City of Fort Worth.
1.4, Contract Manager — Means, and includes the Arts Council of Fort Worth and Tarrant
County, Inc., and/or its officers, directors, and employees.
1.5. Effective Date — Means and includes the date represented in the first paragraph of this
Agreement, which shall, be the official. date of execution of this Agreement.
1.6. Parties—Means and includes City and Artist.
1.7. Preliminary Design — Means all preliminary drawings, sketches, p�rototypies,, maquettes,
models,, narrative descriptions,, budget estimates, and the like that are created by Artist in connection with
this Agreement and/or any prior agreement between Artist and City for the Work.
1. . Preliminary Design Deliverables — Means and includes those items set forth in Article
2.3 of this Agreement that Artist is required to submit to City for review and approval.
1.9. Projject — Means and includes the capital impro:vement/public art development
undertaking of City for which Artist's services are to be provided pursuant to this Agreement.
1.10. Projiect Stakebolders — Means and includes the District 9 Fort Worth City Council
Member and that person's appointed community representatives,, the FWAC's appointed representative,,
the City's Fire and Police Department representatives,, and others as may be appropriate.
1.11. P,roj�ect Consultant — Means and includes Komatsu Architects and Cross Water
Development, the design firm./professional(s) hired by City to design and construct the Site.
1.12. Site—Means and includes 505 West Felix Street (Hemphill Street at Felix Street) on the
site of the historic former Federal Depot in Colunc,il District 9 in Fort Worth, Texas, 76,115, which is
more particularly described in Exhibit "A." attached hereto and incorporated herein by reference for all
purposes.
1.131. Work—Means, and includes the finished object(s) of art and design that are the subject
of this,Agreement, or any intermediary stage of completion of such work.
Agreement with Bleliz Brother for Preliminary Design of Public Artwork for Public Safety Training Center 2 of 19
ARTICLE 2
SCOPE OF SERVICES
2.1. General.
(a) Artist shall perform all services, and will furnish all supplies and materials as necessary for
developing the Preliminary Design of the Work. Services shall be performed in a professional
nianner and in strict compliance with all terms and conditions in this Agreement.
(b) Artist shall determine the artistic expression, scope, design, color, size, material, and texture of the
Work, subiect to review and input from Project Stakeholders and approval by City as set forth in this
Agreement.
(o within 30 days of execution of this agree lent, and prior to con-irnencing work on the Preliminary
Design, Artist shall rneet and coordinate with the City, City's Project Consultant, Project
Stakeholders and others, as necessary.) to discuss approaches and locations for the Work and to seek
input froin Project Stakeholders.
(d) Artist, upon request of Contract Manager, shall. provide information and/or attend rneetitigs with
appropriate City staff for purposes of risk assessment, safety review, sighting of the Work, and
permitting.
(e) Artist shall explore concepts for the Work within the implementation budget set forth in Article 2.3.
(f) Artist shall design a Work that shall be located in one of the areas identified for public art, including
but not limited to, the landscaped entrance area, the administration building (front fa ade windows,
lobby area, and auditorium), the training facility's multipurpose room, or the courtyard visible from
the lobby of the administration building, or other sites as may provide public visibility and/or access.
The specific location at the Site where the Work will be installed shall be mutually agreed upon by
City and Artist.
(g) Artist's Preliminary Design shall InClUde preliminary dimensions of the Work, scaled to size for the
Site.
(h) Artist shall present the Preliminary Design to Project Stakeholders, the appropriate City staff, and
other City boards or commissions, as appropriate, for input and to the FWAC for review, input, and
approval at dates and tunes Mutually agreed upon.
(1) Artist shall make a rninimurn of three trips to Fort Worth, Texas for i-neetings and presentations as
indicated above. Additional trips, if required per this Article, may be negotiated and agreed upon in
writing by City and Artist.
2.2. 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
Agreement with Beliz Brother for Preliminary Design of Public Artwork for Ptiblic Safety Training Center 3 of 19
drawings of the Site, if available.
2.3. Preliminary Design ucityerables
(a) Within three (3) montlis after the Effective Date, Artist shall provide services and all. supplies')
materials, and equipment necessary to provide certain deliverables, as set forth in this Article 2.3 to
City for approval. Preliminary Design Deliverables shall consist of the following:
i. Preliminary design illustrations showing the proposed Work from two vantage points,,
including a plan view, which shall be in a high resolution digital format and/'or mounted on
foam, core and at least 20"x 30";
11 A narrative description of the Artist's concept, proposed illateria s, fabrication, and
installation methods, timeline for completion and maintenance, and anticipated annual
maintenance requirements;
iii. Installation diagram, including approximate weight of the Work and proposed installation, or
attachment method(s); and
IV. A preliminary budget estimate, on the budget form attached hereto as Ex1libit "B,"' for final
design and implementation of a final design of the Work in an amount not to exceed THREE
]HUNDRED TWENTY FIVE THOU'SAND ONE HUNDRED DOLLARS AND NO CENTS,
($325,100.00 reflecting total costs and inclusive of remaining artist"s,fees,, engineering,fees,
travel, materials, labor, lighting, fabrication, transportation,, construction, insurance,,
installation, and all associated costs for the Work.
2.4. Prefi,minau,Design Review
(a) Upon conipletion of the Preliminary Design Deliverables, Artist shall present the Preliminary Design
to the FWAC, for review and input at a regularly scheduled FWAC meeting.
(b) After presenting to the FWAC for input, Artist shall meet with the designated Project Stakeholders,
City staff, and other City boards or commissions, as appropriate, to present the Preliminary Design,
at a date and time mutually agreed upon, for input.
(c) Artist shall then present the Preliminary Design to the FWAC for approval at a regularly scheduled
FWAC meeting.
(d) City shall notify Artist of its approval, or disapproval, of the Preliminary Design within thirty (30)
business days of Artist's presentation to the FWAC.
(e) If City requires any revisions, to the Preliminary Design, then City shall inform Artist of each
revision. City may require Artist to make such revisions to the Preliminary Design as City deems
necessary in its sole discretion and/or for the Work to comply with applicable statutes, ordinances, or
regulations of any governmental regulatory agency having jurisdiction over the Site for reasons of
safety and security.
Agreement with Beliz Brother for Preliminary Design of Public Artwork for Public Safety'Frain in,g Center 4 of 19
Artist shall have thirty (30) calendar days from the date City informed Artist of the revision(s) to
present the revised Preliminary Design in conformance with City's requirements.
(9) If City disapproves of the resubmitted Preliminary Design, any further Preliminary Design
resubmissions will be by mutual agreement of the Parties and Subject to the procedures and terms in
this Article. If the Parties desire not to continue with the resubmission, process, then this Agreement
will automatically terminate, with payment to the Artist per the payment schedule in article 3 'up
through the date of termination. (See Article 4.4.d)
(h) Upon City approval of the Preliminary Design, any revisions 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 conformance 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 Conti-act Manager to become part of the
City of Fort Worth Public Art archive owned by City. These documents, rnodels, and/or drawings
will be retained for archival and exhibition purposes.
(i) Upon the expiration of the Terra (hereinafter defined) of thi's Agreement, if the Preliminary Design is
accepted by City, negotiations for final design of the Work shall commence, which shall become part
of the deliverable under any potential artwork commission contract.
AR"riCLE 3
COMPENSATION AND PAYM"ENT SCHEDULE
3.1. Compensation
Total compensation to Artist under the Agreement shall be TWENTY-FOUR THOUSAND NINE
HUNDRED DOLLARS AND NO CENT'S ($24,9100. 91, which shall constitute full compensation for
any and all costs associated with the Agreement, including, but not limited 'to, all travel expenses, and
services performed and materials furnished by Artist under this Agreement. Artist and City may amend
this Agreement to allow for additional payment if additional services,are required.
3.2. Pay ent Schedule
(a) City agrees to pay Artist in the following installments set forth below, each installment to represent
full and final,, non-reftindable payment for all services and materials provided prior to the due date
thereof
i. NINE 'THOUSAND DOLLARS AND NO CENTS ($9i3O� .0�0) upon execution of this
Agreement.
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SIX THOUSAND DOLLARS AND NO CENTS ($,6,000.00) within thirty (301) calendar
,days after Artist submits all of the Preliminary Design Deliverables required under Article
Agreement with Beliz Brother for Preliminary Design of Public Artwork for Public Safety Training Center 5 of 19
2.3 of this Agrelenient, and makes a presentation of the Preliminary Design to, the FWAC
pursuant to Article 2.4(a).
iii. SIX THOUSAND DOL.LjARS AND NO CENTS 1$,,6,000.010) within thirty (30) calendar
days after Artist submits revisions, if any, to the Preliminary Design Deli'verables, as may be
required tinder Article 2.3 of this Agreement and makes a, final presentation of the
Preliminary Design to the FWAC.
iv. THREE THOUSAND NINE HUNDRED DOLLARS AND NO CENTS ($13,900.00)
within thirty(30) calendar days after City's approval of the Preliminary Design.
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 Pr�lect. City shall supply Artist with the "'Fexas, Certificate of Exemption," in substantially the
same form, as that attached hereto as Exhibit "C," for use by Artist in the fulfillment of this Agreement.
3.4. Artist's Expenses
Artist shall be responsible for the payments of all expenses incurred during the performance of this
Agreement, including, but not limited to,, services, materials, 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
TES. 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 t o t his performance of tilts Agreement.
4.3. Termination for Cause
If either party to this Agreement shall fall to fulfill their obligations in accordance with the terms of this
Agreenient, 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 Article 4.3 in
accordance with the dispute resolution process set forth in 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 "No�tice of Termination" specifying the grounds for termination. Termination of
Agreement with Beliz Brother for Preliminary Design of'Public Artwork for Public Safety Training Center f 19
this Agreement under this provision shall not relieve the party in defatilt 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, tinder this Agreement may be terminated by either party, SUbject to
written, notice submitted thirty (30)calendar days before termination.,
(b) If termination is for the convenience of City) City shall play 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 tip to the effective date of termination. Upon payment in full of all
monies due for services provided up to the effective date of termination, City shall have the right, in
its sole discretion, 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,, up to the effective date of termination, provided that no right to fabricate or
execute the Work shall pass to City.
(c) If termination is for the convenience of Artist, its 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. .1fC1ty chooses to pay Artist, then all work product produced by Artist under this
Agreement, 'Including, but not limited to, finished and unfin.ished drawings, sketches, photographs,
models, and designs, up to the effective date of termination shall become property of City.,
(d) If termination is by mutual agreement, of the Parties as set forth in Article 2.4, then City shall pay
Artist per the payment schedule in Article 3 up through the date of termination. City shall have the
right to, possession and transfer of all work proldtict produced by Artist Linder this Agreement,
including, but not limited to, finished and unfinished drawings, sketches, photographs, models, and
designs, tip to tile effective date of termination
4.5. - In,c,a,pac,l'!y of`Artist
(a), In the event of Artist's death or Artist beconling 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. All work product
produced by Artist, including, but not hillited to, finished and unfinished drawings, sketches,
photographs,, models, and designs, up to the effective date of termination shall become property of
City.
(b) Should Artist's Preliminary 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 artist's
Agrecaient with Bell z Brother for Preliminary Design of Public Artwork for PLiblic safety Training Center 7 of 19
intended results and proper credit and acknowledgement shall be given to Artist. This provtsion shall
survive the termination or expiration of this 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 Pat-ties 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 (1 0) 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 rneans to
resolve any claim, dispute, breach, or other matter in question that may arise out o�f'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 (3�0) calendar days following the date of the request for mediation, then all the conditions
precedent in this article shall be deeded to have occurred. The Pal-ties 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,. Any agreement reached in mediation shall be enforceable as a
settlement agreement in any court having jurisdiction. No provision of this agreement shall waive
any it-nMLinity 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. (See Article 43)
ARTICLE 6
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
6.1 General
(a) 'Upon payment in full to Artist or pursuant to the applicable termination provision of this Agreement,
the Prelin--tinary Design, Work, and all other work product under this Agreement shall become the
property of City, without restriction on future use, except as provided below. Artist shall retain
Agreement with Bel%z Brother for Preliminary Design of Public Artwork for Public Safety'rraining Center 8 of 19
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copyright and other intellectual, property rights in and to the Preliminary Design and/or Work., By
execution of this Agreement, Artist grants to the City ail exclusive, perpetual, royalty free, and
irrevocable license to graphically depict and publicly display the Preliminary Design, and/or Work ror
any noni-coll7lillercial purpose whatsoever. For purposes of this limitation, any graphic depiction or
display of the Preliminary 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 Preliminary Design and the Work be Unique, Artist shall not make
any additional exact duplicate reproductions of the Preliminary 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 tinder the Federal Copyright Act to control the making and
dissernination 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 forni.- "(0 date,, Artist"s name."
(d) Nothing in this Agreement shall prevent the Artist frorn using images of the Pre/. minary Design
and/or Work 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.
6.2 Artist's Address.,
Artist shall, notify City of changes in Artist's address as set foi-th in Article 12. The failure to do so, if
such failure prevents City from locating Artist', shall be deenled 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.
ARTICLE 7
WARRANTIES OF TITLE AND COPYRIGHT
(a) Artist represents and warrants that*.
j. Preliminary Design and/or Work shall be the original product of the Artist's solle creat ive
e ffo rt s,-
Agreement with Beliz Brother for Preliminary Design of Public A-rtwork for Public Safety Training Center 9 of 19
lei. 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 Agreenient; and
vi. All services performed hereunder shall be performed in accordance with all applicable laws,
regulations, ordinances etc., and with all necessary care, skill, and diligence.
ARTICLE 8
ARTIST AS; MDEPENDENT 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 heretinder, 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 doctrine of respondent super,ior has no
application as between City and Artist.
ARJ'lC1..,E 9
INDEMNIFICATION
9.1. General Ind
(a) ARTIST COVENANTS AND AGREES TO AND DOES HE REBY 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,
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,
Agreement with Be:liz Brother for Preliminary Design,of Public Artwork for Public Safety Training Center 10 of 19
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 OFFICERS9 AGENTS, EMPLOYEES,
DIRECTORS9 MEMBERS,, PARTNERS, AND REPRESENTATIVES IN CONNECTION
WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR
NONPERFORMANCE OF THIS AGREEMENT.
(bi), Artist agrees to and shall release City from any and all ]liability l'or injury, death, damage, or loss to
persons or property sustained or caused by Artist in connection with or iticidental 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.
9.2. Intellectual Pr
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,
INDEMNIFY, AND, HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL
CLAIMS, LOSSES, DAM-AGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND
DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, AT TI: RNEY9S, 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 COPYRIGI-IT 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.
9.3. Survival
All indemnification provisions of this Agreement shall survive the termination or expiration of this
Agreement.
A RT111CLE 101
EQUAL,OPPORTUNITY
(a) Artist shall not engage in any unlawftil discrimination based on race, creed, coloir, national origin,
sex, age, religion, disability., marital status,, citizenship status,, sexual orientation or any other
Agreement with Beliz,Brother for Preliminary Design Public Artwork for Public Safety'rraining Center I I of 19
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 witli 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 1 1.
MISCELLANEOUS
I LL 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.
11.2. Entire Agree ment
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
City.
11.4. 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.
11.5. Governing 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 COL111S, 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.
11.6. Successors and As
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 vo,id. This Agreement shall be binding upon and shall inure to the benefit
of City and Artist and their respective successors and permitted assigns.,
Agreement with Beliz Brother for Preliminary Design of Public Artwork for Public Safety Training Center 12 of 19
No Third-Part v 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.,
I ty
11.8 Severnhd I'
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.
11-9. Forcq M L eure
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 tinder 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 perinitted 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.
I I-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 constructions 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.
Fiscal
If, for any reason, at any time during any term of this Agreement, thre Fort Worth City Council fails to
appropriate funds sufficient for the City to fulfill its obligations tinder this Agreement, the City may
terminate this Agreement to be effective on the later of(1) 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 finding has been
appropriated by the Fort Worth City Council for the purposes set forth in this Agreement.
.11.12. Captions
Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a
part of this Agreement.
11.13 Iii ht 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 tirne during the Terra of this Agreement and for three (3)
Agreement with Beliz Brother for Preliminary Design ref'Public Artwork for Public Safety 1'raining Center 13 of 19
years thereafter In order to determine compliance wi,th this Agreement. Ttiroughout the Term or this
Agreenient and for three (3) years thereafter, the Artist shall niake all Records available to the City at
1,000 Throcki-norton 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 hereiti, this Article shall survive expiration or earlier
termination of this Agreement.
11.14, Certified MWBE
If applicable, Artist is encouraged to make its b�est effort to become a certified Minority Busitiess
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.
11 1. Survival Provisionl
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 (Indemnification) shall survive the
termination or expiration oft s Agreement.
.11.16., Counter arts and Electron!" ,Si natures,
This, Agreement may be executed in several counterparts, each of which will be deemed an original,inal, but
all of which together will constitute one and the same Instrument. A signature received is facsimile or
electronically via ernad shall be, as legally binding for all purposes as an original signature.
-: 7. Time Extendls
The Parties may agree, in writing,, to extend or niodify any of the time deadlines set, forth in thiS
Agreement.,
ARTICLE 12
NO"FICES
-
All notices, requests, demands, and other corgi m un 1 cations wh,ich are requ ired or perml ,ttc
*d to be given
under this Agreement shall be in writing and shall, be deemed tollave 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:
1. CITY OF FORT WORTH: Assistant, City Manager
City Manager's Office
City of Fort Worth,,
I O�00 41hrockmorton Street rhird Floor
Fort Worth, Texas 76102
Copies to.* City Attorney
Office of the City Attorney
City of Fort Worth
1000 Throckmorton Street,Third Floor
Fort Worth. "I'exas 76102
Agreement with Bel'iz Brother for Preliminary Design of Public Artwork for Public Safety"rraining Center 14 of 19
Martha Peters, Vice President of Public Art
Arts Council of Fort Worth & Tarrant Cotinty
13001 Gerdy Street
Fort Worth,J"exas 76107
2. ARTIST Beliz Brother
3843 S, Brandon Street
Seattle, Wash ijigton, 98118
IN WITNESS HEREOF, the Parties, hereto have executed this Agreement to be effective as of
the Effective Date.
CITyr OF OR WORTH BEL IZ BROTHER
by
Fernando Costa.
Assistant City Manager
Date: Date.-
APPROVED AS TO FORM
AND LEGALITY.-
00
'01 0,00
Ty I allach
Akistant City Attorney
F Of
ATTESTED BY:
(74
0(,a01C)00 '
Mary . N0
City S retary
Contract Authorization.- No M&C Required
OFFICIAL RECORD
CITY SECRETARY'
FTv WORTHs TX
Agrcernent with Beliz Brother for Preliminary Design of Public Artwork for Public Safety-rraining Center 15 of 19
Martha Peters, Vice President of Public Art
Arts Council of Fort Worth&Tarrant County
1300 Gently Street
Fort Worth,Texas 7 7
2. ARTIST :del iz Brother
3843 S Brandon Street
Seattle,Washington,,98118
IN 'WITNESS HEREOF) the Parties hereto have executed this Agreement to be effective as of
the Effective Date.
CITY OF FORT WORTH BEER BROTHER
by:
Fernando Costa
Assistant City Manager
Date:
Date:
APPROVED AS TO FORM
AND LEGALITY,:
Tyler F. Wallach
Assistant City Attorney
ATTESTED BY:
Mary J.Kayser
City Secretary
Contract Authorization-.No M&C.Reqw*red
Agreement with Befiz Brother for Preliminary Design of Public Artwork for Public Safety Training Center 15 of 19
xhibit A
Site
Public Safety, Training Cienter, 505 West Fefix,' 'Fort Worth, TX 7611 5
mom",mml�/,mm iY/ �, /fir.,..�1"/„ ,'
�j
/, 1 � // �/� l � l it
r%/ff� r
Agreement with Beliz ,fir otlier for Preliminary Design of Public Artwork tor PUblic Safety'"Fraining 16 of 19
Diu
Exwit
Implementation Budget
% / r ,
,
/
i
f ,,,//iii / / ,
/ ., /„ it � //,
/„ / �� /
r / / /,�
i / / / /i,
1. %; � � r��
WN
A TIST�S F-EE(15x)
TRAVEL
(For artists 1who We more than 50 miles from Fort'r#kofth
Airfare
Car'Rental
Per Dien Expenses,at per day
Mileage,at$ per mile
INSURANCE
Aut "t-tiredd Vehicle Liability
General .a ability for Artist I Sub. t
Workers Comp,,l;Empfo sr's Liability
Other,as applicable
PROFESSIONAL CONSULTANT FEES
if applicaNe,drawing must be signed and sealed by a professional registered to practice
in the S:3e of Texas)
Structural Engineer*
Conservator*
Photographer(for docurnerdation of c pteted rk)*
Other*
MATERIALS
(Please attach a complete list of materials.lter -ize all antitipated aspects and
components with per it cost estimates)
Materials"Total
FABRICATION ICA TION COSTS
(include and itemize W, portions of sub contracted work and work to be completed by
artist.
Artist's Labor hours at per hour)Total
Subcontracted,Lat (Total)
FaciliVEquipment Rental used exclusively for this project)relate to fabrication
SITE PREPARATION
lD not include costs cowered by F'WP,A,pity of Fort'Worth or othwsl
Test Dnliin *
Removar
Lards ire i ° gat` *
Electrical ificati s
Water�, ofkf ecl a.nic t Devices
Other*
TRANSPORTATION
Materials to,Fabrication Site"
Finished'Work*-n Installation Site*
Other'. .
(,Revised Wy 2011)
Agreement with Beliz Brother r Cdr Preliminary Design,of Public Artwork for Public Safety Training Center 17 of 19
BASUMOUNTING
Base
MOLL' in Devices and'Gom%>onents
FOUnduattofVF,00ting
Other
INSTALLATION COSTS
(Costs:must include allowance f f after hOUrs installation,if applicaUe Please attach a
complete list of equipmew and individual eStiMate$Withtmi,S fOMI)
Suixonlracted Labor*
Scaffolding'
Equipment Rental related to instaflation'
Off-duty PoticeJSecurity*
Traffic Barriers*
Storage Facility Rental-'
City Permits
Display Devices
Firepmofing"
Site Restofation"
Other's
LIGHTING
Designers*
Fit iges'
Bulbs*
Site Preparation'
GRAND TOTAL
Please make any necessM notes,here:
Prepared By:
Date:
tRevi'sed,44a y 20 f 1)
Agreement with Beliz Brother for Preliminary Design of Public Artwork for Public safety'rraining Center 18 of 19
E x hib i t C
t
Sales Tax Exemp i ion
I
-,a,:mPn0N
1,clain-i an exeniption fft'11111 PRINI/11,11'e'I'll ofsalles MILI use taxc.s ftl�r thvpurch,,itsie t4tax,:ibNe itoms.'i,de.�-crihcd
ot on titc�*tjchc-d' outcr(Yr irlk,'Oilce,
Dessetiptior.of Items(tv ani (,,vr InvtAce)To Be Flu, hiased,:
-—-----------
I claim olis. fiv, the fikiflowing rcw%xv:
Nzisne()f E///,xempl( 01"Y OF FORT WORTIJ,IVEXAS
TEXAS SAL KS AND USE TAX PERMIT NUMBER 1-75-6000528-46
Prcjt4A for wh,16h maten,,als awl supplies are p uIM,KiLsed:
w)d ,1.50and tbal I tvfl 11 be ht for paymcnit of,.sales tax,which may bjectme,dve tkor failure to cxwnply,
with the (4 tive state,pity,an,,d/,(,)r mctrop,Mitu transil authority safl und Use tax Ilaws�Md
c(n'tiptrufler rule,.%regar4ing 0,xvrnpl Pure lta'-ses, [Aahibly it Itbe tax mill be detenninmi by thv ptice,pavid'
I
Rx Itte taxable itcrn�,.s purchascd.or the(au rnakct rental value fr lr the r f tim,e used,,,
I w&rStund d�iot it is a M i'S&Inconar,to V,vc,a,n r,,xicimpiori certi 11vite to the sel[cr foz tavlb k",itents W11 ich
I kilow,at Ote 11rneof"the Plurcliaw,will tv used ina manner othoar than t1hil ex pensed in dif's�ccai fitcage
and,, coxivi(�fiow inay he finLNI up-to$500 fwt offe"Ne.
,IL,Status Due to Rqk% G.,
cur sear CITY OF FORT WORTILTEXAS
Street Addrcs*,i%-. 1,000 THROCKNIORK"UON STREET
City,State.Zip(iildc:FORT,WORT 11.1,EXAS 761102
All
Sign HoTe". -�
Dalle: Junc.11,
This ccrtitic/atv(k w,"ATOOI re4turea nuniflvr to NTM v3,40. Sales-and tvsc tax- 'XvtI'�jxjotI or-ta,x
exettvilf",nuIIIhczN exi""4,
1"'his ce"I'll'ificiaule stu.,Vldtl be furnuls-bed to tlics',uppliCT Dft nafll S-end dw, C0n: W cvo,Ali cote,tv the
of Vublic Accoiint,,s,
Agrecunent with Beliz,Brother for Preliminary Design of Public Artwork for PUblic Safety Training Center 19 Of 19