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HomeMy WebLinkAboutContract 50618 CITY SECRETARY CONTRACT NO. n € AGREEMENT BETWEEN THE CITY OF FORT WORTH AND KIBOWORKS,INC.,FOR FABRICATION OF PUBLIC ART PROTOTYPES FOR THE HEMPHILL LAMAR CONNECTOR 01�This Agreement,entered into thishday of 2018 by and G between the City of Fort Worth, a home-rule municipal corporation of the State of Texas, acting by and through Jesus J. Chapa, its duly authorized Assistant City Manager, and KiboWorks, Inc., a California corporation, located at 9580 Oak Valley Parkway, Suite 7-211, Folsom, CA, 95630, and acting by and through Kevin Furry, its duly authorized representative. The 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 2-56 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, City is constructing the Hemphill Lamar Connector, which is a new roadway that run beneath the Union Pacific Railroad Bridge and Interstate 30,and connect downtown Fort Worth and the Near Southside between W.Lancaster Avenue to W. Vickery Boulevard; WHEREAS, allocated from the 2004 Bond Program, Proposition I as part of the Long-Range Public Art Plan for the 2004 CIP approved by the Fort Worth City Council on May 17, 2005, and from the Public Art Fund for the design and production of artwork for the Hemphill Lamar Connector, as reflected in the Fort Worth Public Art Fiscal Year 2018 Annual Work Plan, adopted by the Fort Worth City Council on October 17,2017(M&C G-19139); WHEREAS, the Fort Worth Art Commission ("FWAC") approved artist Corson Studios, L.L.C.'s Revised Final Design of a public artwork titled,Flight, on April 13, 2015, which is described as twenty-six (26) bird-like "longhorn" sculptural components, each 12 feet in length and fabricated of frosted white, robust, UV-stable, impact resistant acrylic that will glow from dusk to dawn with internal LED lights that slowly shift in color, mounted on five (5) free standing painted steel supports, with the tallest being 35 feet in height, located in the median on the north (Downtown) side of the Hemphill Lamar Connector. In addition,thirty-nine(39)"longhorns"of the same size mounted under the Interstate 30 Bridge,plus four(4) "longhorns"that will emerge from the south side of the Hemphill Lamar Connector; WHEREAS,soon after the FWAC's approval of the Preliminary Partial Redesign and Revised Final Design o Public Art or Hemphill i 1 Lamar Connector, the City put the construction of tile Hemphill Lamar Connector on hold to secure additional funds for the project; OFFICIAL RECORD Agreement Between the City of Fort Worth and KiboWorks,Inc., CITY$�'CRRTARY age 1 of , For Public Art Prototypes for the Hemphill Lamar Connector MQR " pT .30 18 WHEREAS, in April 2017, Dan Corson of Corson Studios, L.L.C., notified the City of his retirement from public art and recommended longtime collaborator,KiboWorks,Inc.,to implement Flight on his behalf,which the FWAC approved on April 10,2017; WHEREAS, KiboWorks, Inc., has determined the necessity to fabricate prototypes of the "longhorns" and the metal clamps for the 1-30 bridge beams to finalize fabrication materials, methods and costs prior to entering into an Artwork Fabrication Agreement with the City; WHEREAS, City and Implementation Artist wish to set out the terms and conditions under which said prototypes of the Work shall be made; NOW,THEREFORE,City and Implementation 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 Implementation Artist for Public Art Prototypes for the Site. 1.2. Artist — Means and includes design artist Dan Corson of Corson Studios, L.L.C., and/or his heirs,executors,administrators,legal representatives,successors,agents,subartists,contractors and assigns. 1.3. Artwork Design—Means and includes Artist's final City-approved design of the Work for the Site, created in connection with the Final Design Agreement on or about March 1, 2010 (City Secretary Contract No. 39962), as amended on or about February 21, 2011 (City Secretary Contract No. 39962-A1) and the Preliminary Partial Redesign Agreement on or about January 30, 2015 (City Secretary Contract No. 46385),as amended as the Preliminary Partial Redesign and Revised Final Design on or about November 25, 2015 (City Secretary Contract Number 46385-A1) 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 Preliminary Partial Redesign and Revised Final Design Contract. The design and description are attached hereto as Exhibit"A"and incorporated herein for all purposes. 1.4. Contract Manager—Means and includes the Arts Council of Fort Worth and Tarrant County, Inc.,and/or its officers,directors,employees. 1.5. City—Means and includes the City of Fort Worth. 1.6. 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. 1.7. Implementation Artist — Means and includes KiboWorks, Inc., and/or their heirs, executors, administrators,legal representatives,successors,agents, subartists,contractors and assigns. 1.8.Parties—Means and includes City and Implementation Artist. Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 2 of tbZ For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 1.9. 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. 1.10.Project Stakeholders—Means and includes the appropriate City Council Member(s), and their appointed community representatives and the FWAC's appointed representative and others as may be appropriate. 1.11. Public Art Prototypes - Means and includes Implementation Artist's prototype(s) of the "longhorn" elements and metal clamps for the 1-30 bridge beams of the Work for the Site, which is based upon Artist's Preliminary Partial Redesign and Revised Final Design of the Work for the Site and includes, but is not limited to, all final drawings, sketches, prototypes, maquettes, models, and the like that may be created by Implementation Artist in connection with this Agreement, or the like that are related, directly or indirectly, to the Work and shall include Implementation Artist's specifications for fabrication and installation of the Work. 1.12. Public Art Prototypes Deliverable(s) —Means and includes those items set forth in Article 2.5 of this Agreement that are required for Artist's review and City's review and approval. 1.13. Site — Means and includes the Hemphill Lamar Connector, located between W. Lancaster Avenue and W. Vickery Avenue, 76102 (Council District 9) and which is more particularly described in Exhibit`B,"attached hereto and incorporated herein by reference for all purposes. 1.14. Work—Means and includes the finished objects of art and design that are the subject of this Agreement,or any intermediary stage of completion of such works. ARTICLE 2 SCOPE OF SERVICES AND DELIVERABLES 2.1. Implementation Artist Selection. City, Artist, and Implementation Artist acknowledge that Artist's recommendation of Implementation Artist was unanimously approved as a Direct Selection by the FWAC on April 10, 2017, in accordance with the artist selection guidelines outlined in the Fort Worth Public Art Master Plan,as the basis for executing this Agreement with the Implementation Artist. 2.2. Scope of Services. a. Implementation Artist shall perform all services and shall furnish all supplies, materials, and equipment as necessary for fabricating, delivering, and demonstrating Public Art Prototype(s)for the Site. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. b. Implementation Artist understands and acknowledges that City has acquired the Artwork Design (excluding any ownership rights in and to the copyright) from the Artist for the purpose of hiring Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 3 of For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 Implementation Artist to update Artist's budget and to fabricate prototype(s) of the Work based on the Artwork Design and deliver and demonstrate the Work for the Site. c. To ensure the integrity of the Artwork Design during the prototype fabrication process, Implementation Artist shall coordinate/consult with the Artist. a. Implementation Artist shall be in communication with the Artist at the beginning of the fabrication process to discuss the Artwork Design and the Artist's expectations for the Work. b. Implementation Artist shall be available to the City for any questions or concerns that may arise during the prototype fabrication process. c. If any disputes arise between the Artist and the Implementation Artist as to the Artwork Design, then Implementation Artist must seek to resolve those issues through the Contract Manager first. d. Implementation Artist shall perform all services and will furnish all supplies, materials, and equipment as necessary for fabricating and demonstrating the Public Art Prototypes of the "longhorns" and metal clamps for the 1-30 bridge beams of the Work and for providing the Public Art Prototype Deliverables. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. e. Implementation Artist shall develop the Public Art Prototype(s) in such a way as to convey Artist's artistic expression, scope, design, color, size, material, and texture of the Work, subject to review and input from Artist and approval by City as set forth in this Agreement. f. Implementation Artist shall meet and coordinate with City staff, including Transportation and Public Works and its Construction Manager at Risk and others, as necessary, to plan the installation the Work into the Site in terms of structural support for the Work. g. Upon request of City, Implementation Artist shall consult with a qualified art conservator and shall provide written maintenance recommendations for the Work, based on the Public Art Prototypes, from said conservator to the Contract Manager. h. The location at the Site on which the Work shall be installed has been mutually agreed upon by City and Artist. i. Implementation Artist shall send the Public Art Prototype(s) to Artist and to Contract Manager simultaneously for review and input prior to presenting it/them to the appropriate City staff, Project Stakeholders, 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. j. Implementation Artist shall make a minimum of one (1)trip to Fort Worth, Texas for meetings and presentations as indicated above. Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 4 of 137 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 k. For the duration of this Agreement, any publicity related to the Work at any stage under this Agreement shall be coordinated through the Contract Manager. Implementation Artist should get the Contract Manager's consent in writing prior to engaging in publicity for the Work. 2.3. Implementation Budget Total. Implementation Artist shall develop the Public Art Prototype(s) that are financially feasible relative to the budget for implementation. It is understood that the total budget for implementation of the Work is estimated to be FIVE HUNDRED THIRTY-SIX THOUSAND DOLLARS AND NO CENTS($536,000.00 , reflecting total costs and inclusive of materials, labor, fabrication, travel, transportation, construction, insurance, footings, installation, all associated costs for the Work; Implementation Artist shall provide a detailed budget, on the budget form attached hereto as Exhibit"C,"for implementation of the Work through a possible Artwork Implementation Contract with City. The City's required insurance for implementation is attached hereto as Exhibit"D,"and such costs for maintaining the levels of insurance outlined in Exhibit"D" shall be included in the implementation budget total. 2.4. Citv Assistance. Upon request by Implementation Artist, City shall promptly furnish all information and materials required by Implementation Artist to the extent that such materials are available. City, upon request by Implementation Artist,shall also provide correct scaled drawings of the Site, if available. 2.5. Public Art Prototype(s)Deliverables. a. Within two (2)months after the Effective Date, Implementation Artist shall provide services and all supplies, materials, and equipment necessary to provide certain deliverables, as set forth in this Article 2.5 to City for approval. Public Art Prototype Deliverables shall consist of the following: i. Two(2)full scale prototypes of the functional "longhorn"elements using a roto-cast method out of actual materials to be used for the Work that will demonstrate the construction, materials and internal LED lighting, as required by Artist, with one shipped to Artist and one to Contract manager for the City's review. ii. Detailed,shop drawings for the"longhorn"elements. iii. Two(2)full scale prototypes of the metal beam clamps,for review of Artist and City iv. Detailed shop drawings for the metal beam clamps. V. A written narrative describing the following: (1)Proposed materials, fabrication, and installation methods for the "longhorn" elements of the Work, including information regarding Implementation Artist's subcontractor(s), if any; (2) Maintenance requirements for all elements of the Work as dictated by Implementation Artist, along with cost estimates for annual maintenance; Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 5 of 132- For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 vi. A detailed final budget, on the budget form attached hereto as Exhibit"C," for final design and implementation of the Work in an amount of approximately FIVE HUNDRED THIRTY-SIX THOUSAND DOLLARS AND NO CENTS ($536,000.00), reflecting total costs and inclusive of materials, labor, fabrication, travel, transportation, construction, insurance, footings, installation, and all associated costs for the Work. The detailed final budget will be for implementation of the Work through a possible artwork implementation contract with City. 2.6. Public Art Prototypes Review. a. Implementation Artist shall present the Public Art Prototype(s) to Contract Manager, City staff, Project Stakeholders and the FWAC for review and input at a regularly scheduled FWAC meeting. b. City may require Implementation Artist to make such revisions to the Public Art Prototype(s) as are necessary 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. C. City may also require Implementation Artist to make such revisions to the Public Art Prototype(s)as City deems necessary in its sole discretion. d. Within thirty (30) calendar days of its receipt of Implementation Artist's submission of the Public Art Prototype(s), City shall notify Implementation Artist of its approval, or disapproval, of such submission and of each revision made in the Public Art Prototype(s). Revisions made pursuant to this Article 2.6,upon approval by City,shall become part of the artwork implementation contract. e. If the Public Art Prototype(s) or any required revisions to the Public Art Prototype(s) is disapproved by City, Implementation Artist shall have thirty (30) calendar days to resubmit the Public Art Prototype(s)in conformance with City's requirements. f. If resubmitted materials are not approved by City, this Agreement may be terminated at City's sole discretion, with payment for work performed per the payment schedule in Article 3 up through the date of termination. Implementation Artist shall provide the Public Art Prototype(s) presentation materials to Contract Manager to become part of City's Public Art archive. Upon the expiration of the Term,as hereinafter defined,of this Agreement,if the Public Art Prototype(s)is accepted by City and funding is approved by the Fort Worth City Council, negotiations for fabrication, delivery, and installation of the Work shall commence, and shall become part of the deliverables under any possible subsequent artwork implementation contract. g. Upon approval of the Public Art Prototype(s)by City,Implementation Artist shall provide the Public Art Prototype(s) presentation materials to the Contract Manager to become part of the City of Fort Worth Public Art archive owned by City. These documents,models and/or drawings will be retained for archival and exhibition purposes. Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 6 of For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation. Total compensation to Implementation Artist under the Agreement shall be in an amount of TWENTY-FIVE THOUSAND FOUR HUNDRED NINETY-SEVEN DOLLARS AND NO CENTS ($25,497.00),which shall constitute full compensation for any and all costs associated with this Agreement, including, but not limited to, Implementation Artist's fee, engineering and consulting fees, shipping costs, travel, and services performed and materials furnished by Implementation Artist under this Agreement. Implementation Artist and City may amend this Agreement to allow for additional payment if additional services are required. 3.2. Payment Schedule. 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: a. TWO THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS($2,500.00)upon execution of this Agreement. b. NINETEEN THOUSAND FOUR HUNDRED NINETY-SEVEN DOLLARS AND NO CENTS ($19,497.00)upon receipt of the purchase order from the fabricator. C. TWO THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($2,500.00)within thirty (30) days after Implementation Artist submits the Public Art Prototype(s)Deliverables as required under Article 2.5 of this Agreement and makes a presentation of the Public Art Prototype(s)to the FWAC. d. ONE THOUSAND DOLLARS AND NO CENTS ($1,000.00) within thirty(30) days after the City notifies the Implementation Artist of its approval of the Public Art Prototype(s). 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 Implementation Artist with the "Texas Certificate of Exemption" in substantially the same form as that attached hereto as Exhibit "E" for use by Implementation Artist in the fulfillment of this Agreement. 3.4. Implementation Artist' Ex ep nses. Implementation 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 Implementation Artist's agents, consultants, and/or employees necessary for the proper performance of the services required under this Agreement. Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 7 of 1�& For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 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 Implementation 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 Implementation 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 Article 4.3 in accordance with the dispute resolution process set forth in Article 5 of this Agreement. 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 thirty (30) calendar days before termination, specifying the grounds for termination. b. If the termination is for the convenience of City, City shall pay Implementation Artist for services actually rendered up to the effective date of termination, and Implementation 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. Upon Implementation Artist's receipt of payment in full of all monies due for services provided up to the effective date of termination, City shall have the right at its discretion to possession and transfer of title to the sketches, designs, and models already prepared and submitted or presented for submission to City by Implementation Artist under this Agreement prior 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 Implementation Artist, Implementation Artist shall remit to City a sum equal to all payments (if any) made to the Implementation Artist pursuant to this Agreement prior to termination. Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 8 of 321.- For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 4.5. Incapacity of Implementation Artist. a. In the event that Implementation Artist becomes incapable, legally or otherwise, of performing its duties and/or obligations under this Agreement,City shall have the right to terminate this Agreement on payment to Implementation Artist or Implementation Artist's successors for all work and services performed prior to incapacity. All finished and unfinished drawings, sketches,photographs, models, and any other work shall automatically become property of City. b. Should Implementation Artist's Final Design Prototypes have been approved, in the event of termination under this Article 4.5, City shall have the right to complete the Work. Due regard shall be made for Artist's intended results and proper credit and acknowledgement shall be given to Artist. ARTICLE 5 DISPUTE RESOLUTION If either Implementation 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. 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 may submit the matter to non-binding mediation upon written consent of the authorized representatives of both parties 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 Implementation 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 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. 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 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.(See Article 4.3) Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 9 of For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 ARTICLE 6 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 6.1. Title. Title to the Work, including, but not limited to, all documents, models, and/or drawings that constitute or are components of the Work shall pass to City upon Final Acceptance and payment for the Work. These documents,models,and/or drawings will be retained for archival and exhibition purposes.The Work and all other work products under this Agreement shall become the property of City, without restriction on future use,except as provided below. 6.2 Copyright. The Parties agree that the Work fabricated pursuant to this Agreement shall be a work made for hire within the meaning of the Copyright Act of 1976, as amended; the Parties agree the Artist and/or the copyright claimant grant to Implementation Artist only that right and license to fabricate the Work, including, but not limited to, as a reproduction or as a derivative work, and Implementation Artist hereby irrevocably assigns and agrees to assign and transfer any and all right, title and interest in any copyright resulting from the fabrication of the Work, including, but not limited to, as a reproduction or as a derivative work, throughout the world for the entire term of copyright to Artist or copyright claimant. Implementation Artist agrees to sign and execute any documents reasonably required to effectuate the purposes of this provision, and further, Implementation Artist grants to Artist or copyright claimant by execution of this Agreement the specific power of attorney and to act as attorney in fact to execute an assignment or other documents on behalf of Fabricator or Implementation Artist reasonably necessary to transfer and assign any copyright accruing to Fabricator or Implementation Artists and the right to register the copyright in Artist's or copyright claimant's own name. Further, should any rights arise pursuant to the Visual Artists Rights Amendment to the Copyright Law of the United States, Fabricator and Implementation Artist specifically waives all rights in the Work specifically for the Work being fabricated and produced for the Site as intended,which may arise or be conferred by subsection(A)of Section 106A of the United States Copyright Act, 17USC Section 101,et sec, as provided by Section 106A(e)(1); all rights of copyright in the underlying work, specifically including, but not limited to, the Artwork Design, maquettes, models, drawing or other documentation shall remain with the Artist or copyright claimant. 6.3 Reproduction Rights. In view of the intention that the Work be unique, Implementation Artist shall not make any additional exact duplicate reproductions of the Artwork Design or the Work, except with the express written permission of City and Artist. Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 10 of For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 ARTICLE 8 IMPLEMENTATION ARTIST AS INDEPENDENT CONTRACTOR Implementation Artist shall perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant or employee of City. Implementation 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 Implementation Artist, his/her officers, agents, employees and subcontractors, and doctrine of respondent superior has no application as between City and Implementation Artist. ARTICLE 9 INDEMNIFICATION 9.1. General Indemnity. a. IMPLEMENTATION ARTIST COVENANTS AND AGREES TO 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, WHETHER REAL OR ASSERTED,ARISING OUT OF OR RESULTING FROM THE NEGLIGENT ACT, ERROR,OR OMMISSION OF IMPLEMENTATION ARTIST AND/OR IMPLEMENTATION 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. Implementation Artist agrees to and shall release City from any and all liability for injury, death, damage, or loss to persons or property sustained by Implementation Artist in connection with or incidental to performance under this Agreement. C. Implementation 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. Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 11 of 57/ For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 ARTICLE 10 EQUAL OPPORTUNITY a. Implementation Artist shall not discriminate against any employee or applicant for employment because of age, disability, race, color, religion, sex, sexual orientation, national origin, familial status, transgender, gender identity, or gender expression. Implementation Artist shall take affirmative action to ensure that employees are treated equally during employment,without regard to their age, disability, race, color, religion, sex, sexual orientation, national origin, familial status, transgender, gender identity, or gender expression. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, transfer, recruitment or pay or other forms of compensations, and selection for training, including, but not limited to, apprenticeship. Implementation Artist agrees to post in conspicuous places, available to employees and applications for employment, notices to be provided by the City setting forth the provision of this nondiscrimination clause. b. Implementation Artist shall in all solicitation or advertisements for employment placed on or on behalf of the Artist, state that all qualified applicants shall receive consideration for employment without regard to race, color, religion, sex, sexual orientation, national origin, familial status, transgender,gender identity,or gender expression. C. Implementation Artist shall furnish all information and reports requested by City, and shall permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with such rules and regulations. d. In the event of Implementation 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 the City. ARTICLE 11 MISCELLANEOUS 11.1. Compliance. Implementation 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 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. Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 12 of 31/ For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 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 the 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 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. 11.6. Successors and Assigns. 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. 11.7. No Third-Party 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. 11.8 Severability. 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. 1.1.9. Force Majeure. 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 Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 13 of 3z For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 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. 11.10. 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. 11.11. Fiscal Funding_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 City to fulfill its obligations under this Agreement, City may terminate this Agreement to be effective on the later of(i) thirty (30) days following delivery by City to Implementation 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. 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. Rig t to Audit. Implementation 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. Implementation 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 11.13. 11.14. Certified MWBE. If applicable, Artist shall 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 City under the City's Business Diversity Enterprise Ordinance. 11.15. Survival Provision. The provisions contained in Articles 4.5 (Incapacity of Implementation Artist), 6 (Ownership and Intellectual Property Rights), 7 (Warranties of Title and Copyright), 8 (Implementation Artist as an Independent Contractor), 9 (Indemnification), and 11.13 (Right to Audit) shall survive the termination or expiration of this Agreement. Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 14 of 32, For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 11.16. 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. 11.17. Time Extensions. The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this Agreement. 14.19. Israel. Implementation Artist acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Implementation Artist certifies that Artist's signature provides written verification to the City that Artist:(1)does not boycott Israel,and(2)will not boycott Israel during the term of the Agreement. ARTICLE 12 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: 1. CITY OF FORT WORTH: Jesus J. Chapa,Assistant City Manager City Manager's Office City of Fort Worth 200 Texas St. Fort Worth,TX 76102 Copies to: Sarah Fullenwider,City Attorney Office of the City Attorney 200 Texas St., Third Floor Fort Worth,TX 76102 Martha Peters,Director of Public Art Arts Council of Fort Worth&Tarrant County 1300 Gendy Street Fort Worth,TX 76107 Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 15 of?5z/ For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 2. IMPLEMENTATION ARTIST: Kevin Furry KiboWorks,Inc. 9580 Oak Valley Parkway Suite 7-211 Folsom,CA, 95630 IN WITNESS HEREOF,the Parties hereto have executed this Agreement on the Effective Date. CITY OF FORT WORTH IMPLEMENTATION ARTIST by: by: Jesus J.Chapa Kevin Furry Assistant City Manager KiboWorks,Inc. CONTRACT COMPLIANCE MANAGER By signing,I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensftringat ance and reporting requirements. Name: Martha Peters Title: Director of Public Art Arts Council of Fort Worth&Tarrant County,Inc. APPRO(E�AS TO FORM AND LE LITY: Jessica Sa s Assistant k Attorney II Form 1295: not required AIF TE ED BY: Q: O Mary Kayser City Secretary OFFICIAL RECORD No M&C Required CITY SECRETARY FT.WORTH,TX Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 16 o For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.l8 Exhibit A: Revised Final Design(North End) Ab 40 5 - I " Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 17 of 32 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 Corson Studios LLC w ww corsorml can Hef IP11M/Lamar"FMgW ExeoA"Sirvary ary .!77 4N Insiderattach ed to tunnel: Total Longhorns 43+4 spares(for long-term maintenance) Detail Breakdown 39 177 under bMpe 4 121w I"ouP beyond S.end of bridge 4 spares to be kept in storage Weight:Each 12'longham weighs appmxrnately 35 los. Spacing of longhorns inside tunnel 6'(a bit closer as tMy fly out) Distance from ceift to bottom tip of longs ranges from 1.5'ao 4.5' Color:daylime:frosted wh W ANgt4:AN colors available Matenol:A robust UV-stable type of I n ul d resmUnt acrylic used in the commercial sign ndu*Y Lighting:waterproof LED kghtmg will create patterns will shift so alcrMy.you wiN not see the color change. However when you come back to the tunnel you YAP we a different color and pattern. The system is designed for maintenance so that the LED strip can be easily replaced in 8-10 yrs. Hours of opersoon:we are expecting tM lighting to tum on at dusk and off at dawn Additional after installation tests will determine Q we are able to him on the lights esrfier or run them dung the day. h so.it can be run longer.but mwftnance wiN be more Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 18 of 32 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 Exhibit A: Revised Final Design(South End) Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 19 of 32 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 Corson Studios LLC Unattactled to tunnel(element facing W Lancaster Blvd): Total Longhorns 26•4 spares ifor long-term maintenances Detail Breakdown 26 12 ., i identical to the ones under the bridge i 4 spares to be kept in storage Weight:Each 12 longhorn .:eighs approximately 35 lbs Spacing of wnghoms approximately 6 Color:Daytime frosted .,tnAe Night All colors available Material: A robust UV-stable type of impact resistant acrylic used in the commercial sign industry Lighting:Waterproof LED lighting :vill create patterns will shift so slo.ay, you :.til not see the color change Ho..ever r:hen you come back to the tunnel you -Al: see a different color and pattern The system is designed for maintenance so that the LED strip can be easily replaced in 6.13 yrs Hours of operation.Vie are expecting the lighting to tum on at dusk and off at da.yn Additional after installation tests ::ill determine if o.*are able to turn on the lights earlier or run them dunng the day. If so. it can be run longer.but maintenance:~rill be more often(all dependent on lamp hours, This decision rill be made bet..een the City and the Arts Council Structure Large poles up to 35 tall:veli support a single support-spine that the longhorns .dill then attach to. These poles live in the street median and have plantings around them The poles and support`spine' .-,ill be painted a darn charcoal color that .vill alto.-,the supports to visually-recede` •Post construction survey ..ill be done in order to verify as-built dimeriisions. Horn heights nail conform to the minimum road:lay clearance requirements Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 20 of 32 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 8 1-o£-£Adoo uopnaaxg joiaauuoo.ouj II►udLuQH aui io3 sad�ioioJd jjd aiignd io3 Z£3o I abed `aui`siIiohlog.X P�g oM X0330 Aii3 gipuaamaag auauiaa�d 1.4, R. j Ti ee IGap °i' fOl " ! ! 6 °°�"$ l .� f f i r; I jos;f;�B3 f$ •� �' �. c , : a.. 0119 1 if I rill •1•`��� � � �� t` i�� �if� $:i ; �� ; � ���� a �� ■>1 8 111 r !, M� 7 n4 " z rnMO a $ ioo pnz —4-46 � !p FS NDr �ie � •� Y y g $ _ i r � r A N G \ be MM c: }ipMl v Q f f`► A y 3 S SM 2� • u Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 22 of 32 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 r y t a r r f+ m aD 07 O r N N m No ff��ff Y _ y r�r A±� V Y p+ kh fit pug 1 Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 23 of 32 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 97. W 0i W W F r c I r i r M. ILO yy w �e < - k W 7 bS � � r■ yq , M i w a, is fY ■ i rtrt �• r f 0 ■ �-r ,riir .v ,tjiT� +.Yfr-+ ,J27j ,sJ1111J � + k� 'r r" Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 24 of 32 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 J 4z 4 E 0, < It -j LL j 6 VL L'J Z >< LJ -j 0 41 kd Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 25 of 32 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 - a r W < CAF— F— r � t:}WW r �+ ~J �W r � M r!1 f } M wnw Pt+40 .MG 1 55 'Myl 'il_wF =it� h�A M�,.. !J! r a if M: M � f {- r 3 3 Q Y • � s c f - _ y h ♦�. 11 Y Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 26 of 32 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 Exhibit B: The Site "mae 14 IL 41 i i 1 i { 4wi +yr -17, 1 I IT 110 t 41LI W- �'� + � } �� Ory '. ■. �+ 41 Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 27 of 32 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 Exhibit C:Budget FORT WORTH PUBLIC ART PROJECT BUDGET Please complete On torn and adsc h a sarhed receipt or astimake axnpibla with per unit costs(no kww carat)for of items desiVnelad with an aslodeM') Cost increases must also have a written saunas to aCadied. ARTIST'S FEE TRAVEL (For artists who hve mora than 50 collas from Fort Worth) Akfare Car Rental Per Dom Expanses 0 par day at=per mtle INSURANCE AutoMwed Vehicle Liability General Liability for Art*I Subcontractors WorkaPs Comp.f EmpioWs Liab* Other,as appheable ADIMNISTRATIVE EXPENSES PhonalFax DelimiyIShippmV(br owrespondence sanyiles,modals.drawinp etc) Reprograptac Service Supp6n PROFESSIONAL CONSULTANT FEES (If applicable.dnswrrrq must be signed and seated by a protasional mWelered to practice in the State of Tena) Arc that Stnictimm Engineer Ebkdrrcal Engineer' Con»ervafor' Photographer(for doawnentabon of conVMW work), Other' MATERIALS (Please attach a compkM list of materials itemize all anbapeted aspects and components with par unit coat estimates) Materats'Total FABRICATION COSTS (Inckide and Items tip porliors of subcontracted work and work 10 be completed by arum) Arista Labor(_.hours at S per hour)ToIM Subcontracted Labor-(Total) FacigyfE*spment Rental(used exdusively for the project)related to fabrication SITE PREPARATION (00 not include costs covered by FWPA,City of Fort Werth or others) Test DnWmg• Removal' Eiednral Moddicalions' Water Work/MechaNcal Devices Otfhee _ ._ . .. ._. ... (Revised Afay 201 1) L 28 r TRANSPORTATION tylalerws to FabftMon Sae' Fkashed Work to lnstalloom 3f , Other SASEfMOUNTING Base tdounanp Doom and CanpanaMs Foundedm*oo" Other INSTALLATION COSTS (Coals must inducts darance for der hours instaMstian,If applicable.Plesse attach a oomplats Ms1 of equonwrt and m vwlual ashmates wdh this form) Suboortracted Labor' ScaRaldnp• EgWpm4"Rental related to Indole!m' Of-dLty Polical8apaW Traffic Brnsre' Stamp Facility Rental• CRY permits Display Devices F"proaltnp• S"Restambon• onwr LIGHTING D&*W ers' F'naures• sidw Sate pwpara".. Insts alkxt• GRAND TOTAL Please make ani necessary dole!here: Prepared a: Doe: (Revtaed Mar 2011) Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 29 of 32 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 Exhibit D: Insurance Requirements PUBLIC ART PROJECTS-INSURANCE REQUIREMENTS Artist shall meet all the following insurance requirements for this Project. If Artist subcontracts fabrication, transportation, and/or installation of the Work, then Artist shall also require his/her subcontractor(s) to abide by all of the following insurance requirements. Commercial General Liability(CGL) $1,000,000 Each occurrence $2,000,000 Aggregate limit Coverage shall include, but not be limited to, the following: premises, operations, independent contractors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, and be as comprehensive as the current Insurance Services Office(ISO) policy. The policy shall name City as an additional insured. Bailee's/Property(if applicable) The inland marine policy shall provide per occurrence coverage at replacement cost value based on the latest appraised value of the Artwork, which is entrusted to the Artist and is considered to be in the Artist's care, custody,and control and shall include property"in transit." Automobile Liability $1,000,000 Each accident or $250,000 Bodily Injury per person $500,000 Bodily Injury per occurrence $100,000 Property Damage A commercial business policy shall provide coverage on "Any Auto," defined as autos owned, hired and non-owned. For Artist and/or Artist's Subcontractors who have employees: Workers'Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Bodily Injury/Disease-policy limit Workers' Compensation coverage shall provide limits consistent with statutory benefits outlined in the Texas workers' Compensation Act(Art. 8308— 1.01 et seq. Tex.Rev. Civ. Stat.). Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 30 of 32 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 GENERAL POLICY REQUIREMENTS The certificate of insurance shall include an endorsement naming the City of Fort Worth, its' Officers, Employees and Volunteers as an "Additional Insured" on all liability policies. Exception: the additional insured requirement does not apply to Workers' Compensation or Automobile policies. Artist is responsible for providing the City a thirty day (30) notice of cancellation or non-renewal of any insurance policy and may not change the terms and conditions of any policy that would limit the scope or coverage,or otherwise alter or disallow coverage as required herein. The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery)in favor of the City of Fort Worth. The insurers for all policies must be licensed/approved to do business in the State of Texas. If the subcontractor is an international entity and carries insurance through an international insurance company, then the subcontractor must obtain language on their certificate of insurance confirming that its insurance policy extends coverage to operations in the United States. All insurers must have a minimum rating of A-VII in the current A. M.Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. Unless otherwise stated,all required insurance shall be written on an"occurrence basis." The deductible or self-insured retention (SIR) affecting required insurance coverage shall be acceptable to and approved in writing by the Risk Manager of City of Fort Worth in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups,must also approved by City's Risk Manager. City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverages and their limits when deemed necessary and prudent by City based upon changes in statutory law, court decision or the claims history of the industry as well as of the contracting party to City of Fort Worth. City shall be required to provide prior notice of ninety days. City shall be entitled, upon request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of party or the underwriter on any such policies. Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 31 of 32 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18 Exhibit E: Sales Tax Exemption �aalrao er..ar.l TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION Moen RpYVow. a WOP City of Fwt worth,Texas Aar*"rJ~A nwmw,PQ Dor or Rosa.,"Owi Te;w UNr uaar rrr euwlrl _ 2H Teras 111POW C4.swu,w cot FOR Woflth,T=M 76102 I,so purdownanfed above,claim a,waerfrptlon ffom pyrment of sales and use ares(tor Ow p a0vm of tannble Nems described bob*or on the alatrled order or awoce)from, Saner:AN t1d Ment Send addrss• ft am ZIP txtlsa _ Dewr"on of tto b be pddtfwd a an Ins aaUdred order or rwace: AN lhnrs extol motor vehicWs n hated below Por raxcr clams I*"elremoaan lar ale bHaabq""am Municipality.Governmental Entity 1 understand Ihd r will be 466 ler oyr0 ofall rkah and local w4s or use taxis we""to<nr a due far(ekesto coelely woo en provalarre dthe Ta.Coda anayler ap appicable law. rtllfbVdMdR1/fRelAaMrrktMt>11111ptae 1*008nexerviloncsrslk+I to Ow sef rbrillsaaW Rwm RW Ibbow,offrte Wwofpordraw, ante uaW Na nlatMerofharMNnflWf atlptellwdtl Rea ryrlacalk Artddaparrdetpm RM amerartdlwr w�rla4 Rte c1Yrw IMrAallp/ berm A Cow c nWmkMaarwr ro a latrpr dh aacaed dearsA 'h Ign Fawn"QpeceerCM Aarttlary 3 2Qt7 NOTE This ceNM1aate cernrA be issued for M purdlew.lases,or rental of a now vahlow, "*S CERTIFICA rE DOES NOT REOIl W A NUM"TIO BE VALID, Setas and Use Tax*Exonortlon tpxnbeW or'Tar eaW Numbae ds rat mW. ThM WOMA Vw Ad be ftanld>ed b er supple Do not send Ow ooetl,10-oerftde to tlr Corrptroear of Pubic Aoowrrla Agreement Between the City of Fort Worth and KiboWorks,Inc., Page 32 of 32 For Public Art Prototypes for the Hemphill Lamar Connector Execution Copy 3.30.18