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AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND K SPACE
CONTEMPORARY FOR ART MURAL- AT STARR STREET BALUSTRADE
This agreement ( "Agreement") is entered into by and between the City of Corpus Christi,
Texas, a home -rule municipal corporation ( "City "), acting through its duly authorized City
Manager or the City Manager's designee ( "City Manager ") and K Space Contemporary of
Corpus Christi, Texas, a Texas nonprofit corporation.
WHEREAS, the City has identified location at Starr Street Balustrade ( "Project Premises ") for
periodic painting of a mural ( "Artwork ") by K Space Contemporary and its volunteer painters,
( "Artist "),
WHEREAS, the City and K Space Contemporary wish to set out the terms and conditions under
which the Artwork is to be completed;
NOW, THEREFORE, the City and K Space Contemporary, for and in consideration of the
covenants and agreements set out in this Agreement, the sufficiency of which is hereby
acknowledged, agree as follows:
Section 1. Contract Administrator. The City's contract administrator for this Agreement is the
City's Director of Parks and Recreation ( "Director ").
Section 2. Artwork. The City, and K Space Contemporary, through this Agreement, agree to
have Artist design, paint, and complete work of art to be located at Project Premises ("Artwork").
A representative design of the initial Artwork is attached to this Agreement as Exhibit A. Prior
to initiating any Artwork at the Project Premises, Artist shall review the design for Director's prior
written approval.
Section 3. Term. The term of this Agreement is three (3) years, effective upon City Manager
signature. This Agreement may be terminated by the City with or without cause upon thirty (30)
days written notice by Director to K Space Contemporary. At termination of this agreement, K
Space Contemporary shall paint over the Project Premises with fresh coat of paint, returning the
Project Premises to the same condition as it existed prior to start of this Agreement.
Section 4. Compensation and Payment Schedule. K Space Contemporary and its
volunteers will provide all work under this Agreement at no cost to the City. The City may assist
with supplies when the budget allows.
Section 5. Fabrication of Artwork. Artist shall furnish all labor, tools, materials, machinery,
equipment, and incidentals necessary for the execution of the Artwork.
Section 6. Completion of Artwork. The parties anticipate that the initial Artwork will be fully
completed no later than 60 days after execution of this MOA. Thereafter, the parties intend that
the artwork will change either every six months or annually. Prior to initiating any Artwork at the
Project Premises, Artist must review the design for Director's prior written approval.
Section 7. Insurance.
A. Artist shall secure and maintain, during the term of this Agreement and at Artist's sole
expense, the levels and types of insurance set out in Exhibit B, a copy of which is
attached to this Agreement and incorporated in this Agreement by reference.
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B. Any subcontractors, if approved by the City, must secure and maintain the same levels
and types of insurance shown in Exhibit B prior to performing any work related to this
Agreement.
C. Artist shall provide proof, by certificate of insurance meeting the limits and requirements
set out in Exhibit B, to the City's Risk Manager and Director upon the execution of this
Agreement.
D. The certificate of insurance must name the City as an additional insured and must
provide the City with at least 30 days written notice of cancellation, material change, or
intent not to renew any insurance coverage required by Exhibit B.
Section 8. Artist's Expenses. Artist shall be responsible for the payments of any required
insurance certificates; shipping costs of the Artwork to the City; all costs of travel by Artist; all
labor costs for Artist's employees; and all other costs, unless specifically excluded in this
Agreement, that are necessary for the proper performance of the work, services, and obligations
required by Artist under this Agreement.
Section 9. Title. Title to the Artwork will pass to the City upon completion. Artist grants the
City receives an irrevocable license to reproduce the artwork for municipal purposes deemed
appropriate by the Director. Artist shall not reproduce the Artwork without prior approval of the
Director.
Section 10. Indemnification. K Space Contemporary ( "Indemnitor ") shall fully
indemnify, save, and hold harmless the City and its officers, employees, and
agents (collectively, "Indemnitees ") against any and all liability, damage, loss,
claims, demands, and actions of any nature whatsoever on account of personal
injury (including, without limitation on the foregoing, premises defects, workers'
compensation, and death claims), property loss, or damage of any kind
whatsoever, including dishonest, fraudulent, negligent, or criminal acts of the
Indemnitor or the Indemnitor's employees, volunteers, representatives, or agents,
acting alone or in collusion with others, which may arise out of, be caused by, or
be in any way connected with, either proximately or remotely, wholly or in part,
the design, fabrication, installation, repair, restoration, or removal of the Artwork
and any act or omission of the Indemnitor or of any volunteer, agent or employee
of Indemnitor pursuant to performance under the terms of this Agreement. This
provision survives the expiration or earlier termination of this Agreement.
Prior to utilizing any volunteers at the Project Premises, K Space Contemporary must ensure
that each volunteer has executed the attached Volunteer & Community Service Worker Release
of Liability and Hold Harmless Agreement, and provide original executed document to the
Director.
Section 11. Artist's Warranties. Artist warrants and guarantees that, upon completion of the
Artwork, the City acquires good title to the Artwork and that the Artwork is free from any and
all claims, liens, and charges of and by any person or entity including, but not limited to, all
volunteers employees and sup leers of Artist This rovision urv' es the expiration of this
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Section 12. Collection Management.
A. The City reserves the right to manage its collection of art, including the Artwork,
consistent with all applicable laws, the City's Charter, ordinances, and municipal policies.
The City, shall determine the Artwork's placement at the Project Premises. This
reservation of rights survives the expiration of this Agreement.
B. The City reserves the right to manage its buildings, facilities, and public sites for public
purposes and, in doing so, may determine that it is necessary to relocate or remove the
Artwork or modify the site in or on which it is located. This reservation of rights by the
City survives the expiration of this Agreement.
Section 13. Compliance with Laws. Artist must comply with all applicable Federal, State, and
local government laws, rules, regulations, and ordinances that may be relevant or applicable to
Artist's performance under this Agreement.
Section 14. Venue. All actions brought to enforce compliance with this Agreement must be
brought in Nueces County, Texas, where this Agreement was executed and will be performed.
Section 15. Interpretation. This Agreement will be governed by and construed in accordance
with the laws of the State of Texas.
Section 16. Notice.
A. All notices, demands, requests, or replies provided for or permitted, under this
Agreement by either party must be in writing and must be delivered by one of the
following methods: (1) by personal delivery; or (2) by deposit with the United .States
Postal Service as certified or registered mail, return receipt requested, postage prepaid;
B. Notice deposited with the United States Postal Service in the manner described above
shall be deemed effective two (2) business days after deposit with the United States
Postal Service. All communications must only be made to the following:
IF TO CITY:
City of Corpus Christi
Attn. Director of Parks and Recreation
1201 Leopard; 3 rd FI
P.O. Box 9277
Corpus Christi, Texas 78469 -9277
(361) 880 -3461
(361) 880 -3864 Fax
IF TO ARTIST:
K Space Contemporary
Attn: President, David L. Phillips
415 D Starr Street
Corpus Christi, Texas 78401
G. tither parry may change the address to which notice is sent by using a method set out
above. Artist shall notify City of an address change within ten (10) days after the
address is changed.
Section 17. Mechanics and Materialman's Liens. Artist must not allow the Artwork to be
encumbered by any notice of intention to file a mechanic or materialman's lien or by the filing of
a mechanic or materialman's lien. In the event that any notice of intention to file a mechanic or
materialman's lien is received by Artist or a mechanic or materialman's lien is filed against the
Artwork purporting to be for labor or materials, Artist must discharge the same within ten (10)
days of the notice or filing.
Section 18. Disputes. Any disputes concerning Artist's performance of this Agreement that
are not disposed of by agreement between Artist and the Director will be referred to the City
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Manager or the City Manager's designated representative. If these persons do not agree upon
a decision within a reasonable period of time not to exceed forty -five (45) days, the parties may
pursue other legal rights and remedies to resolve the disputes.
Section 19. Modification or Amendment. No modification or amendment of any of the terms
of this Agreement will be effective unless the modification or amendment is in writing and signed
by an authorized representative of each of the parties to this Agreement.
Section 20. Entire Agreement. No verbal agreements or conversations between any officer,
employee, or agent of the City and Artist or Artist's agent prior to the execution of this
Agreement affect or modify any of the terms or obligations contained in this Agreement. Any
verbal agreements or conversations prior to execution of this Agreement are considered
unofficial information and in no way binding on either party. This Agreement and the attached
and incorporated exhibits constitute the entire agreement between the City and Artist for the
purpose stated. All other agreements, promises, representations, and understandings, oral or
otherwise, with reference to the subject matter of this Agreement, unless contained in this
Agreement, are expressly revoked, as the parties intend to provide for a complete
understanding within the provisions of this Agreement and its exhibits of the terms, conditions,
promises, and covenants relating to Artist's performance under this Agreement.
EXECUTED IN DUPLICATE, each of which will be considered an original, on this the /Q 4` 8a y
of T -U�tA 2011.
CITY OF CORPUS CHRISTI
LLIL-J0- - L
Ronald L. Olson
City Manager
PPROV D AS TO LEGAL FORM . r i 2011
.A,At-
Lisa Agui+ r, Assistant City Attorney
for City Aft6rney
K Space Contemporary
B
Printed Title
Date: l d I
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EXHIBIT A
ARTWORK
Proposed Mural at Starr Street Balustrade
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EXHIBIT B
INSURANCE REQUIREMENTS
I. Liability Insurance
A. KSpace must not commence work under this agreement until KSpace has obtained all insurance
required herein and such insurance has been approved by the City. KSpace must not allow any
subcontractor to commence work until all similar insurance required of the subcontractor has been so
obtained.
B. KSpace must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, with
applicable policy endorsements showing the following minimum coverage by insurance company(s)
acceptable to the City's Risk Manager. The City must be named as an additional insured for all
liability policies, and a blanket waiver of subrogation is required on all applicable policies.
TYPE OF INSURANCE
MINIMUM INSURANCE COVERAGE
30 -Day Written notice of cancellation, required
on all certificates or by applicable policy
Bodily Injury and Property Damage
endorsements
Per Occurrence I Aggregate
Commercial General Liability including: 1 $500,000
Combined Single Limit
1. Broad Form
2. Premises — Operations
3. Products /Completed Operations Hazard
4. Contractual Liability
5. Independent Contractors to include
volunteers
6. Personal Injury /Advertising Injury
Property Insurance
KSpace will be responsible for any and all damage
to any equipment used; regardless if owned,
borrowed, rented or leased.
Applicable when paid employees on site:
MUST COMPLY WITH THE TEXAS
WORKERS' COMPENSATION ACT AND
Workers Compensation
SECTION II OF THIS EXHIBIT
$500,0001$500,000 /$500,000
Employers Liability
C. In the event of accidents while working on City property, KSpace must furnish the Risk
Manager with copies of all reports of any accidents within ten (10) days of any accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable when paid employees on site,:KSpace must obtain workers' compensation coverage
through a licensed insurance company in accordance with Texas law. The contract for coverage must be
written on a policy and with endorsements approved by the Texas Department of Insurance. The
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coverage provided must be in amounts sufficient to assure that all workers' compensation obligations
incurred will be promptly met
B. KSpace's financial integrity is of interest to the City; therefore, subject to KSpace's right to maintain
reasonable deductibles in such amounts as are approved by. the City, KSpace shall obtain and maintain
in full force and effect for the duration of this Contract, and any extension hereof, at KSpace's sole
expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to
do business in the State of Texas and with an A.M. Best's rating of no less than A- VII.
C. The City shall be entitled, upon request and without expense, to receive copies of the policies,
declarations page and all endorsements thereto as they apply to the limits required by the City, and may
require the deletion, revision, or modification of particular policy terms, conditions, limitations or
exclusions (except where policy provisions are established by law or regulation binding upon either of the
parties hereto or the underwriter of any such policies). KSpace shall be required to comply with any such
requests and shall submit a copy of the replacement certificate of insurance to City at the address
provided below within 10 days of the requested change. KSpace shall pay any costs incurred resulting
from said changes. All notices under this Article shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Management
P.O. Box 9277
Corpus Christi, TX 78469 -9277
(361) 8264555- Fax ##
D. KSpace agrees that with respect to the above required insurance, all insurance policies are to
contain or be endorsed to contain the.following required provisions:
• Name the City and its officers, officials, employees, volunteers, and elected representatives as
additional insured by endorsement, as respects operations and activities of, or on behalf of, the named
insured performed under contract with the City, with the exception of the workers' compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus
Christi where the City is an additional insured shown on the policy;
• Provide thirty (30) calendar days advance written notice directly to City of any suspension,
cancellation, non - renewal or material change in coverage, and not less than ten (10) calendar days
advance written notice for nonpayment of premium.
E. Within five (5) calendar days of a suspension, cancellation, or non - renewal of coverage, KSpace shall
provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the
option to suspend KSpace's performance should there be a lapse in coverage at any time during this
contract. Failure to provide and to maintain the required insurance shall constitute a material breach of
this agreement.
F.. In addition to any other remedies the City may have upon KSpace's failure to provide and maintain
any insurance or policy endorsements to the extent and within the time herein required, the City shall
have the right to order KSpace to stop work here under and /or withhold any payment(s) which become
due to KSpace hereunder until KSpace demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which KSpace may be
held responsible for payments of damages to persons or property resulting from KSpace's or its
subcontractors or volunteers' performance of the work covered under this agreement.
H. It is agreed that KSpace's insurance shall be deemed primary and non - contributory with respect to
any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations.
under this agreement.
I. It is understood and agreed that the insurance required is in addition to and separate from any other
obligation contained in this agreement.
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