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HomeMy WebLinkAboutContract 52519 ��' CITY SECRETARY 'i 910 1 y y�, �c CONTRACT NO. 5CZ 51 ct �`OCID N `41 CF/VF NT BETWEEN THE CITY OF FORT WORTH AND r' C�lYpF 'C NELL CREATIVE MACHINES, INC. FOR FINAL DESIGN OF co PUBLIC ART FOR EASTSIDE FAMILY LIBRARY OR 6 Agreement,entered into this 2` day of��z"� 2019, by and between the City of Fort Worth, a home-rule municipal corporation of the State of Texas, acting by and Jesus �.Or�apa� through its duly authorized Assistant City Manager,and Joe O'Connell Creative Machines, Inc., an Arizona corporation, located at 4141 E. Irvington Road, Tucson, Arizona 85714. 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 currently working with Project Consultant to design the new Eastside Family Library, a space specifically designed to engage youth ages 0 — 18 and their families. The new building will be located at 3851 East Lancaster Avenue, 76103 (Council District 8). Construction is anticipated to begin in Fall 2019; WHEREAS, funding for this project has been allocated from the 2014 Bond Program, Proposition 3, adopted by the Fort Worth City Council on October 21, 2014 (M&C G-18339). Additional funding for the Project was included in the Find Reprogramming Plans from the 2007 Critical Capital Needs Program and the 2008 Bond Program, adopted by the Fort Worth City Council on June 26, 2018 (M&C G-19323). The project was included in the Fort Worth Public Art Fiscal Year 2019 Annual Work Plan, adopted by the Fort Worth City Council November 6, 2018 (M&C G- 19412); WHEREAS, on April 5, 2019, the City entered into a contract with Artist to develop a Preliminary Design for the Site(Fort Worth City Secretary Contract No. 52131); WHEREAS, on June 17, 2019, the Fort Worth Art Commission ("FWAC") approved the Artist's Preliminary Design, and recommended that the Artist develop a Final Design based upon the Preliminary Design for public artwork to be incorporated into the Site; WHEREAS, City and Artist wish to set out the terms and conditions under which said Work shall be designed to promote the integrity of Artist's ideas and statements as represented by the Wok"; OFFICIAL RECORD CITY SECRETARY Agreement Between the City of Fort Worth and FT WORTH,TX Joe O'Connell Creative Machines,Inc. IPage 1 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25 19 NOW, THEREFORE, City and Artist for and in consideration of the covenants and agreements hereinafter set forth,the sufficiency of which is hereby acknowledged,agree as follows: ARTICLE 1 DEFINITIONS As used in this Agreement,the following terms shall have the meanings as set forth below: 1.1. Agreement— Means and includes this agreement between the City and Artist for Final Design of Public Art for the Site. 1.2.Artist—Means and includes Joe O'Connell Creative Machines, Inc., and its officers,directors or employees. 1.3. Artwork Design — Means and includes the Preliminary Design and Final Design of the Work, which is defined in 1.3a and 1.3.b below: 1.3.a. Preliminary Design — Means all preliminary drawings, sketches, narrative descriptions, budget estimates, and the like that are created by Artist in connection with Fort Worth City Secretary Contract No. 52131, depictions of which are attached hereto as Exhibit"A"and incorporated herein for all purposes. 1.3.b. Final Design— Means Artist's final, proposed design of the Work for the Site, which is based upon the Conceptual Proposal and includes,but is not limited to, all final drawings, sketches, prototypes, maquettes, models, and the like that may be created by Artist in connection with this Agreement, or the like that are related, directly or indirectly, to the Work and shall include Artist's specifications for fabrication and installation of the Work. 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. 1.7. Final Design Deliverables — Means and includes those items set forth in Article 2.4 of this Agreement that are required for City's review and approval. 1.8.Parties—Means and includes City and Artist. 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. A project outline attached hereto as "Exhibit B"describes the parameters and expectations of the project. 1.10 Project Consultant—Means and includes KAI Texas. Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 2 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 1.11. Project Core Team — Means and includes the group of community members, generally 5-7 individuals, who are invited by the City Council Member to provide input on the project for its duration, in accordance with the Fort Worth Public Art Master Plan Update. 1.12. Project Stakeholders — Means and includes the appropriate City Council Member(s), the Project Core Team,the Artist Selection Panel,the FWAC's appointed representative, City staff,and others as may be appropriate. 1.13. Site — Means the entirety of the library both interior and exterior, including an element with a street presence along East Lancaster Avenue near the intersections of S. Perkins Street and Clairemont Avenue, located at 3851 East Lancaster Ave.,Fort Worth,Texas 76103,attached hereto as"Exhibit C." 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. Artist Selection. City and Artist acknowledge that the Preliminary Design submitted by Joe O'Connell Creative Machines, Inc., was approved by the FWAC on June 17, 2019, as the basis for executing this Agreement with the Artist. 2.2. Scope of Services. a. Artist shall perform all services and will furnish all supplies, materials, and equipment as necessary for developing a Final Design of the Work and for providing the Final Design Deliverables. Services shall be performed in a professional manner 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, subject to review and input from Project Stakeholders and approval by City as set forth in this Agreement. City may request changes to the Artwork Design from time to time under this Agreement,and Artist will accommodate City's requests. C. The location at the Site on which the Work shall be installed shall be mutually agreed upon by City and Artist prior to installation. d. Artist, upon request of Contract Manager, shall provide information and/or attend meetings with appropriate City staff for purposes of risk assessment, safety review, sighting of the Work, and permitting. e. Artist shall review safety needs of the public when developing exterior components of the Artwork Design for the retaining wall along East Lancaster Avenue. Artist shall consider various suggestions during Preliminary Design review such as the incorporation of artwork Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 3 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 into the retaining wall. All components of Artwork Design are subject to a safety review conducted by City staff through Contract Manager. f. Artist shall meet and coordinate with Project Consultant, City staff, and others,as necessary, to integrate the Work into the Site in terms of electronic interactive components of Artwork Design as well as structural support, lighting, electricity, or other infrastructure needs to support the Work. g. Upon request of City, Artist shall consult with a qualified art conservator and shall provide written maintenance recommendations for the Work from said conservator to the Contract Manager. h. Artist shall present the Final Design to the FWAC for joint review with the Project Core Team,other Project Stakeholders, the appropriate City staff, and for the FWAC's approval at a regularly scheduled FWAC meeting with a date and time mutually agreed upon. The Final Design shall subsequently be shared with City boards or commissions,as appropriate. i. The Artist shall make a minimum of one (1) trip to Fort Worth for meetings and presentations as indicated above. Additional trips if required may be negotiated and agreed upon in writing by City and Artist. 2.3. City Assistance. Upon request by Artist, City shall promptly furnish all information and materials required by Artist to the extent that such materials are available. City, upon request by Artist, shall also provide correct scaled drawings of the Site, if available. 2.4. Final Design Deliverables. a. Within three (3) months after the Effective Date, Artist shall provide services and all supplies, materials, and equipment necessary to provide certain deliverables, as set forth in this Article 2.4 to City for approval. Final Design Deliverables shall consist of the following: i. Detailed, design illustrations for the Work for the Site, which shall be in a high-resolution digital format, such as JPEG or TIF files, showing the proposed Work from multiple vantage points with at least one illustration showing the Work's size and placement in relation to the Site; ii. An artist statement, which may include but is not limited to the following topics: the overall philosophical approach of the work, how the artwork relates to or engages viewers in the community, what influenced the Artwork Design, how techniques or materials relate to the content of the work,and how the work relates to the Artist's studio practice. iii. A final written narrative for the Work, describing the following: (1) Final Design concept and timeline for completion; (2) Proposed materials, fabrication,and installation methods for Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 4 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 all elements of the Work, including information regarding Artist's subcontractor(s), if any; and (3) Maintenance requirements for all elements of the Work as dictated by the Artist, along with cost estimates for annual maintenance; iv. Material or fabrication samples and/or model for the Work, as deemed necessary by the Artist; V. A detailed final budget, on the budget form attached hereto as Exhibit "D," for implementation of the Work in an amount not to exceed $300,662.36 reflecting total costs and inclusive of remaining artist's fee of $19,671.39, materials, labor, fabrication, travel, transportation, construction, insurance, footings, installation, all associated costs for the Work,and a contingency of$27,113.45; vi. Comprehensive working drawings, detailing the means of installing all elements of the Work on the Site, together with other such graphic material to permit City to carry out structural design review. Professional Liability Insurance is required in all circumstances for on-site artwork requiring engineering and/or architectural services. City will conduct a review of structural design and other related graphic material prior to installation of the Work. Upon City's request, drawings must be signed and stamped by an engineer and/or architect licensed to work in the State of Texas. Artist will provide the Contract Manager a certificate of insurance for each licensed professional and provide City with a thirty (30) calendar day notice of cancellation of any policy required hereunder. The City's insurance requirements are attached hereto as"Exhibit E'; and vii. Artist shall provide the Final Design presentation materials in PowerPoint format to the Contract Manager to become part of the City of Fort Worth Public Art archive owned by City. All documents, models, and/or drawings will be retained for archival and exhibition purposes. b. Deliverables shall be submitted to the Contract Manager two (2) weeks prior to the scheduled Final Design presentation for staff review. 2.5. Final Design Review. a. Upon completion and submission of the Final Design Deliverables and acceptance by Contract Manager, Artist shall present the Final Design to the FWAC for joint review with the Project Core Team, other Project Stakeholders, the appropriate City staff, and for the FWAC's approval at a regularly scheduled FWAC meeting with a date and time mutually agreed upon. The Final Design shall subsequently be shared with City boards or commissions,as appropriate. b. City shall notify Artist of its approval, or disapproval, of the Final Design, either in whole or in part, within thirty(30)business days of Artist's presentation to the FWAC. Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 5 of 29 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 c. If City disapproves of the Final Design, either in whole or in part, then City shall inform Artist of each revision to be made to the Final Design. City may require Artist to make such revisions to the Final 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. d. Artist shall have thirty (30) calendar days from the date City informed Artist of the revision(s) to present the revised Final Design in conformance with City's requirements. e. If City disapproves of the resubmitted Final Design, any further Final 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 for work performed per the payment schedule in Article 3 up through the date of termination. (see Article 4.4.d) f. Upon City's approval of the Final Design, any revisions made to a City-approved Final Design shall become part of the Final Design. Artist shall incorporate any City-approved revisions into the Final Design in conformance with City's requirements. g. Artist's Final Design and all other work product under this Agreement shall become the property of City,without restriction on future use(see Article 6). h. Upon the expiration of the Term (hereinafter defined) of this Agreement, if the Final Design is accepted by City and funding is appropriated by the Fort Worth City Council, negotiations for fabrication, delivery, and installation of the work shall commence, which shall become part of the deliverable under any anticipated artwork commission contract. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation. Total compensation to Artist under the Agreement shall be in an amount of up to THIRTY-NINE THOUSAND, TWO HUNDRED TWELVE DOLLARS AND NO CENTS ($39,212.00), which shall constitute full compensation for any and all costs associated with this Agreement, including, but not limited to, Artist's fee of $17,212.00, travel (see Section 2.2(i)), engineering, material sample mock ups and consulting fees and services performed and materials furnished by Artist under this Agreement. 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: Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 6 of 29 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 a. THREE THOUSAND DOLLARS AND NO CENTS ($3,000.00) upon execution of this Agreement. b. FIVE THOUSAND DOLLARS AND NO CENTS ($5,000.00) within thirty (30) calendar days after Artist submits the Final Design Deliverables as required under Article 2.4 of this Agreement. C. FOUR THOUSAND DOLLARS AND NO CENTS ($4,000.00) within thirty (30) calendar days after Artist makes a presentation of the Final Design to the FWAC, the Project Core Team, and other Project Stakeholders. d. FIVE THOUSAND, TWO HUNDRED TWELVE DOLLARS AND NO CENTS ($5,212.00) within thirty(30) days after the City notifies the Artist of its approval of the Final Design. e. City will provide an allowance of up to TWENTY-TWO THOUSAND DOLLARS AND NO CENTS ($22,000.00) for engineering, material sample mock ups and consulting fees. Such payment shall be made for actual services rendered only and upon receipt of an invoice from Artist with the original invoice(a retainer fee of up to 50%is allowed)for such services attached. 3.3. Sales Taxes. City is a tax-exempt organization and no state or local sales taxes or federal excise taxes shall be due upon the project. City shall supply Artist with the "Texas Certificate of Exemption' in substantially the same form as that attached hereto as Exhibit"F"for use by Artist in the fulfillment of this Agreement. 3.4. Artist' 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 TERM AND TERMINATION 4.1. Term, This Agreement shall be in effect from the Effective Date, and, unless terminated earlier pursuant to such provisions in this Agreement,shall extend until final payment to Artist by City. 4.2. Gratuities. City may cancel this Agreement if it is found that gratuities in the form of entertainment, gifts, or otherwise were offered or given by Artist or any agent or representative to any City or Contract Manager official or employee with a view toward securing favorable treatment with respect to the awarding, amending, or making of any determinations with respect to this performance of this Agreement. Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 7 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 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 Artist for services actually rendered up to the effective date of termination in accordance with Section 3.2 of this Agreement, and Artist shall continue to provide the City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon 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 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 Artist, City shall have the right, in its sole discretion, to pay Artist for services actually rendered up to the effective date of termination in accordance with Section 3.2 of this Agreement 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 termination. If City chooses to pay Artist, then 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 shall be come property of the City. d. If termination is by mutual agreement of the Parties as set forth in Article 2.5, then City shall pay Artist for work performed in accordance with Section 3.2 of this Agreement up through the date of termination. City shall have the right to possession and transfer of all work product produced by Artist under this agreement including,but not limited to, finished and unfinished drawings, sketches, photographs,models, and designs up to the effective date of termination. Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 8 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 4.5. Incapacity of Artist. a. In the event that 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 Artist or 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 Artist's Final Design 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 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 Party fails 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 Artist 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 Joe O'Connell Creative Machines,Inc. Page 9 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 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 and/or the Artwork Design, shall pass to City upon Final Acceptance and payment for the Work or pursuant to the applicable termination provision of this Agreement. These documents, models and/or drawings will be retained for archival and exhibition purposes. Artist's Artwork Design, 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 Ownership_ Artist retains all rights under the Copyright Act of 1976, 17 U.S.C. Section 101 et seq., as the sole author of the Work for the duration of the copyright. 6.3. Reproduction Rights. a. In view of the intention that the Artwork Design and the Work be unique, Artist shall not make any additional exact duplicate reproductions of the Artwork 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. b. By execution of this Agreement, Artist grants to City an exclusive, perpetual, royalty free, and irrevocable license to graphically depict or publicly display the Artwork Design and Work for any non-commercial purpose whatsoever. For purposes of this limitation, any graphic depiction or display of the Artwork Design and/or the 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. Notwithstanding the above limitation, Artist agrees and understands that nothing in this paragraph shall affect or limit City's absolute, unrestricted rights incidental to City's full ownership of the Work to alter, change, modify, destroy, remove, move, replace, operate, maintain, transport, sell or transfer, in whole or in part, the Work when City deems it necessary within its discretion, in order to otherwise exercise City's powers and responsibility in regard to public works and improvements, in furtherance of City's operations or for any other reason. C. All reproductions by City shall contain a credit to Artist and a copyright notice substantially in the following form: "©date,Artist's name." d. Unless notified otherwise by City, Artist shall use Artist's best efforts in any public showing or resume use of reproductions to give acknowledgment to City in substantially the following form: Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 10 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 "an original artwork commissioned by and in the public art collection of the City of Fort Worth, Texas." e. Artist may, at Artist's expense, cause to be registered with the United States Register of Copyrights, a copyright in the Work in Artist's name. f. City is not responsible for any third-party infringement of Artist's copyright and not responsible for protecting the intellectual property rights of Artist. ARTICLE 7 WARRANTIES OF TITLE AND COPYRIGHT Artist represents and warrants that: a. Artwork Design and/or Work shall be the original product of the Artist's sole creative efforts. b. Artwork Design and/or Work is and will be unique and original, and does not infringe upon any copyright or the rights of any person; C. Artist has not sold, assigned, transferred, licensed, granted, encumbered, or utilized the Artwork Design and/or Work or any copyright related thereto that may affect or impair the rights granted pursuant to this Agreement; d. Artwork Design and/or Work(or duplicate thereof)have not been accepted for sale elsewhere; e. Artist has the full power to enter into and perform this Agreement and to make the grant of rights contained in this Agreement; and f. 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 INDEPENDENT CONTRACTOR Artist shall perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant or employee of City. Artist shall have exclusive control of, and the exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of his/her officers, agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between City and Artist, his/her officers, agents, employees and subcontractors, and doctrine of respondent superior has no application as between City and Artist. ARTICLE 9 INDEMNIFICATION 9.1. General Indemnity. a. ARTIST COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY FROM AND AGAINST ANY AND ALL Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 11 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 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 ARTIST AND/OR ARTIST'S SUBARTISTS AND CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT. b. Artist agrees to and shall release City from any and all liability for injury, death, damage, or loss to persons or property sustained by Artist in connection with or incidental to performance under this Agreement. C. Artist shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. 9.2. Intellectual Property. 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, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO,ATTORNEY'S FEES,TO WHICH THEY MAY BE SUBJECTED ARISING OUT OF CITY'S USE OR POSSESSION OF THE WORKS BY REASON OF AN ALLEGED OR ACTUAL COPYRIGHT VIOLATION OR OTHER LACK OF OWNERSHIP, AUTHORSHIP, OR Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 12 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 ORIGINALITY. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of Artist. ARTICLE 10 EQUAL OPPORTUNITY a. 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. 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. 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. 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. 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 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. 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 Joe O'Connell Creative Machines,Inc. Page 13 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 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 perfonnance. 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. 11.9. 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 terns 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 Joe O'Connell Creative Machines,Inc. Page 14 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 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 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. Right to Audit. Artist agrees that City will have the right to audit the financial and business records of Artist that relate to the Work (collectively"Records") at any time during the Term of this Agreement and for three (3) years thereafter in order to determine compliance with this Agreement. Throughout the Term of this Agreement and for three (3) years thereafter, the Artist shall make all Records available to the City at 200 Texas Street, Fort Worth, Texas or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. Artist shall require all of its subcontractors to include in their subcontracts a right to audit in favor of City in substantially the same form as described in this Article 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 Artist), 6 (Ownership and Intellectual Property Rights), 7 (Warranties of Title and Copyright), 8 (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 Joe O'Connell Creative Machines,Inc. Page 15 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 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. 11.18. Israel. If Artist is a company with ten (10) or more full-time employees and if this Agreement is for $100,000 or more, 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. If applicable under this Agreement and Artist is considered a"company," by signing this Agreement, Artist certifies that Artist's signature provides written verification to the City that Artist: (l) 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: Dana Burghdoff,Assistant City Manager City Manager's Office City of Fort Worth 200 Texas Street Fort Worth,TX 76102 Copies to: Sarah Fullenwider,City Attorney Office of the City Attorney 200 Texas Street,Third Floor Fort Worth,TX 76102 Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 16 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 Martha Peters,Director of Public Art Arts Council of Fort Worth&Tarrant County 1300 Gendy Street Fort Worth,TX 76107 2. ARTIST: Joe O'Connell Joe O'Connell Creative Machines, Inc. 4141 E. Irvington Road Tucson,Arizona 85714 IN WITNESS HEREOF, the Parties hereto have executed this Agreement on the Effective Date. CITY OF FORT WORTH ARTIST by: V by: Lolox�� .g+ffgkEJ@4 0@Su S J. "' OT&j Joe O'Conne Assistant City Manager President,Joe O'Connell Creative Machines,Inc. CONTRACT COMPLIANCE MANAGER By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 1 � Name: Mic e e Richardson Title: Public Art Project Manager APPROVE S TO FORM AND LEGALITY: Jessica San va _� r Senior Ass ant Cit Atto ey F................ ATTE B :z Mary Kayser VU City Secretary ` Form 1295 Not Required OMCUAL RECORAD Contract Authorization: CITY SECRETARY M&C—No M&C Required FT WORTH, TX Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 17 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 Exhibit A:Preliminary Design rAV + ti + I I I I I I I I I I I r -- 7 \ 1 I r JI I ► - I I Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 18 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 Exhibit B: Project Outline ALT I;Z_ Eastside Family Library New Artist Selection Process Outline ae s;x x 0 The City of Fort Worth is currently working with KAI Texas architects to design the new Eastside Family Library, a space specifically designed to engage youth ages 0-18 and their families.The 8,000 square foot library will be the first of its kind in North Texas.The new building will be located at 3851 East Lancaster Avenue in Council District 8.Construction is anticipated to begin in early 2019. This project is informed by the East Lancaster Corridor Public Art Plan,a document that outlining that sets forth a conceptual design framework linking the"nodes"of activity along the East Lancaster Corridor.The plan suggests"a framework for well-designed, linked,visual elements that create a sense of pride, identity, connectivity and delight while reflecting the distinct character of the neighborhoods and urban villages that the corridor supports." At the Project Kick-Off Meeting on November 8, 2017, Library Department Director Manya Shorr asked the design team to create an immersive interior design with interactive components to engage children and teens,and promote exploration and creativity. KAI Texas representatives expressed enthusiasm about the prospect of collaborating with an artist to achieve that goal. The Eastside Family Library Project Core Team met January 22, 2018 at which they discussed their aspirations for the project.A consensus was reached that the artwork should be dynamic and futuristic, be approachable for different types of learners(and ages),and have creative longevity. Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 19 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6125l19 A competitive Artist Selection Process was conducted,which was overseen by the Fort Worth Art Commission (FWAC)who later approved the Selection Panel's recommendation in March 2018.As of late August 2018 the selected artist.will not be moving forward,therefore it is necessary to select a new artist for the project. PUBLIC ART APPROACH The goal remains to create an inspiring and imaginative learning environment for youth in the community working with the design team,with input from the library staff and community stakeholders that will be a truly unique space in Fort Worth that is engaging for young patrons and their parents. Since the configuration of the library will remain flexible, it is important that the artwork be designed in such a way that it will appeal to all ages regardless of location within the building.Though the project is considered to be both interior and exterior,the holistic environment must include an exterior presence*. Since the library is at the end of the Design Development phase,opportunities have been identified that the artist may address which include, but are not necessarily limited to: • Lightweight suspended sculpture(interior) • Free standing sculpture,which could include reading nooks(interior) • Windows(interior/exterior) • Free-standing sculpture in the East Lancaster Avenue plaza or Sensory Garden(exterior) • Sensory garden and/or sensory garden screening wall facing East Lancaster Avenue and Haynes Avenue(exterior) PUBLIC ART BUDGET The Eastside Family Library project is included in the Fort Worth Public Art Fiscal Year 2018 Annual Work Plan and Budget, which was adopted by the Fort Worth City Council on October 17,2017 (M&C G-19139). $ 65,000.00 2014 Bond Program $264,230.00 2008 Bond Program* $ 96,497.00 2007 Critical Capital Needs Program* -$26,065.64 LESS FUNDS EXPENDED FIRST SELECTION PROCESS& PRELMINARY DESIGN $399,661.36 TOTAL AVAILABLE FOR OVERALL PROJECT(including Project Management Costs and Contingencies) $338,955.91 TOTAL AVAILABLE FOR ARTIST'S BUDGET *2007 CCN and 2008 Bond Program funding from two nearby street projects requires that part of the artwork must be exterior and visible from the intersections of S.Perkins Street and Clairemont Avenue with East Lancaster Avenue. W inVon A, Flanet Fitness R National Multicultural —� ,m Western Heritage.. f. Are S A R G I A V E N Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 20 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 An additional$10,000.00 has been pledged by community members Don Boren and Wanda Conlin for public art at the new Eastside Family Library. ARTIST ELIGIBILITY Arts Council Public Art staff will select approximately 10 public artists whose work will be a good fit for the project; this list will be based on the Fort Worth Public Art program's recently updated Pre- Qualified List of Public Artists as well as artists by invitation. PROJECT CORE TEAM 1. Wanda Conlin 2. Don Boren 3. Amy Milenkov 4. Robyne Kelly 5. Greg Hughes 6. Sultan Cole 7. Joanna Hudspeth 8. Erin Blythe 9. Tonya Ferguson ARTIST SELECTION PROCESS ARTIST SELECTION PANEL#1(October 2018) Arts Council Public Art staff shall curate approximately 10 qualified artists from the Fort Worth Public Art Pre-Qualified List of Artists,and artists by invitation.All artists will be contacted prior to the Artist Selection Panel Meeting to ascertain their interests and availability.After an initial presentation of artist images and qualifications to the panel,the panel shall select the three finalists and one alternate they feel are the best fit for the project. ARTIST ORIENTATION (October 2018) The selected finalists shall participate in a virtual site visit via conference call with the architects,the Project Core Team, City staff, and other stakeholders to discuss the vision of the new Eastside Family Library.After orientation,the artists will create a conceptual proposal. ARTIST SELECTION PANEL#2 (January 2019) Finalists will individually present prepared proposals to the Selection Panel and shall be paid an honorarium and will have any travel expenses reimbursed.The Panel will then recommend one artist and one alternate for the project. Upon the Fort Worth Art Commission's approval of the Panel's recommendations,the selected artist will be placed under a Final Design Contract. Selection Panel Meetings Facilitator: Michelle Richardson, Public Art Project Manager,Arts Council of Fort Worth and Tarrant County ARTIST SELECTION PANEL(Voting) 1. Wanda Conlin, Project Core Team Voting Member 2. Tonya Ferguson, Project Core Team Voting Member 3. Leslie Thompson, Fort Worth Art Commissioner 4. Maria Haag,Artist 5. Jasmine Martin, KAI Texas, Project Consultant Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 21 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 ADVISORS(Non-voting) 1. Council Member Kelly Allen Gray, District 8 2. Andrea Rogers-Henry, Library Advisory Board, Council District 8 3. Manya Shorr, Fort Worth Library Director 4. Marilyn Marvin,Assistant Library Director—System Wide Services S. Michelle Lee,Youth and Teen Services Supervisor 6. Alfonso Meza, Project Manager, City Property Management 7. Other Project Core Team Members 8. Others, as appropriate TIMELINE(Subject to change) Fort Worth Art Commission (FWAC)Approval of Project Outline September 10, 2018 Artist Selection Panel#1 October 2018 Orientation of Finalists October 2018 Artist Selection Panel#2 January 2019 FWC Approval of Artist January 14, 2019 Final Design Team Contract Executed January 2019 Library Opens Summer 2020 Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 22 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 EXHIBIT C: THE SITE k WEST MEAGOWGR00K M••doRWrook Of Mud >w«d a M•.d• a �3851 Eat Lancasret AYwmLe ELAN Ave ® E LOGRIM An -71 IF ENCLOSURE FLAG POLES �(-WE"CK1 r STAFF EFTIY E%RRIORI FRS PLAZA ENTRY ENT ••�' 1 L GARDEN A � G GATE - V - p _ I FaxT Waxy FORT WORTH EASTSWE FAMILY LIBRARY N 517E PLAN P if MARCH 6TH,2018 Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 23 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 "!-1 S1lG Mffi*KIN .. y�. , �- '� .ter. ._ .. Aft ..I, AM FORT FORT WORTH fASTSIof VIEW LIBRARY U I NCASTERAVE VIEW IL FOIL FAIR WORTH EAf INTERIOR FAMILY LIBRARY INTEAICRI Nf W Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 24 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 EXHIBIT D: BUDGET PROJECT •GET ARTIST PROJECT BUDGET DEVELOPMENTPROJECT •. • COSTSPROJECT COSTS FEES INSTALLATION Artist fee Transportation Design(Preliminary/Final) Permits Professional fees Site preparation/remediation Engineer Footings/foundations Architect Electrical connections/modifications Lighting Designer Labor Conservator Equipment rental Other Traffic control SUB-TOTAL FEES Security SUB-TOTAL INSTALLATION TRAVEL Transporation OVERHEAD Lodging Insurance(prorated) Per diem(meals and incidentals) Studio assistant(hours x$per hour) SUB-TOTAL TRAVEL SUB-TOTAL OVERHEAD FABRICATION Artist administration(hours x$per hour) CONTINGENCY Materials Artist labor(hours x$per hour) GRAND TOTAL ARTIST Labor PROJECT COSTS Rentals(equipment,space,etc.) Storage SUB-TOTAL FABRICATION Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 25 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 EXHIBIT E: 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.). 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. Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 26 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 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 Joe O'Connell Creative Machines,Inc. Page 27 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19 EXHIBIT F: TAX EXEMPTION war ar.as Texas Sales and Use Tax Exemption Certification The oarwwft dour not roq"a,aumGar to be yaw d ran Ww" Taxer AM-Mr~AMMOW.Pq Owor% 4 pawmdrec sa+ 2N Trxae Street 9"17�Y2�3SD Cl: ntC=ft fort Worth,Tease T0162 1,the pumha named abawa,ck*n an ex fora Aram paymwd of Wee wd use tawes Obr the pwvhu d asahle ilerrs dseQihrd bkw c r on Vw sftd 0 order or )*=, &W Ad Hrndma shvm amrow. swe,ZIP ea", OraslpWo d I&ft to be purdsaedd arm rti aft&ad order or kucbm AN ilffft Pv►rcla Mt ackmAgdoss that d,is Carlb}W*car%pa used for Vw ocrMme-Mow ar mr4al of s Mp vrhide. Punriaaar dakne*a IarWn0an far ow Wfns+ly rMwdr► IA WNPIM.40MKIM mw Lnft I und"VAMd tw I W"to WA Ior PW~co aN ends and kcw sagas or uea Wx"Voich MW bsooms d»rer Rhos 10 owl*we the pmv%km of the Tax Code end w e1 nWkxW law IunderstsndAlatkiee�[apMaerworaa�oAcwoerai'karoloflls�er�brfizab��agt�etPknow,elAhr lMworp�wr, wvl'be osealiaa nasmisr aPleaihe�Ghehaxpretal�d�o A'�cer�xele4 and dej0rl'+14'�i dT Yie a�+fddex N+rde�b oeiwa,wyrarpl Aom s CAM C"aawwww to s hAW7 d A*sew m deans. '1 1 ,enae olr�adorrG�a �2b, & $ FIOTE- Ths ceffitGadc csatot ba iaeue�f dor Ove pW enMa.Maae or nerrkl d 4 motor . IMS CERTF-PrATE OOZES NOT REQUOIE a:wnOSOM ro 89 VALIA Sable end toe Tix'EumpW Nus*mW or'raie Emapr Ieumbara do net e0a< This oftfWalft shadd be PAVMe W to iM•UPPIW9. pd JW*Md Ow 99MOMW 00040oft In An Corr of Pride ACoocalfd. Agreement Between the City of Fort Worth and Joe O'Connell Creative Machines,Inc. Page 28 of 28 For Final Design of Public Art for Eastside Family Library Execution Copy 6/25/19