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HomeMy WebLinkAboutContract 47551 16 CITY SECRR'1'AIiY n CONI MCT NO. 1 �2 2016 ARTWORK ACQUISITION AND DELIVERY AGREEMENT BETWEEN ` __- `V, THE CITY OF FORT WORTH AND LORRI ACOTT This Agreement is entered into this _day of 1r� , 2016, by and between the City of Fort Worth, a home-rule municipal corporation of the State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and Dream Big Sculpture, LLC,a limited liability company, with an address of 192 Delaware Ct.Red Feather Lakes, CO 80545, acting by and through Lord Acott, its Partner. 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, on October 27, 2015, the City Manager amended the FWPA 2016 Annual Work Plan to include the acquisition of a bronze sculpture titled Who Rescued Who by Lorri Acott for installation at the Z Boaz Dog Park donor appreciation wall; WHEREAS, public art funds are available for the acquisition and delivery of the artwork from the Specially Funded Capital Projects Fund in the Fiscal Year 2016 Annual Work Plan and Budget approved by City Council on October 27,2015 (M&C C-27515); and WHEREAS, City and Artist wish to set out the terms and conditions under which said acquisition shall be completed to promote the integrity of Artist's ideas and statements as represented by the Artwork; 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: L L Agreement—Means and includes this Agreement between the City of Fort Worth and Lord Acott for Artwork Acquisition. Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture, LLC Execution Copy 2/19/16 Page 1 of 20 1.2. Artist—Means and includes Dream Big Sculpture,LLC. 1.3. Artwork—Means the bronze sculpture titled Who Rescued Who(2014)with dimensions of 5' in height x 3' 5" in length x 2'in depth, more particularly described on Exhibit"A," attached hereto and incorporated herein by reference 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, agents, subsidiary organizations, parent organization, successor corporations,assigns,predecessors, stockholders,administrators,and related companies. 1.5. City—Means and includes the City of Fort Worth,Texas. 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. Final Acceptance — Means and includes the date of delivery to the City of Fort Worth at which time City will review and approve the condition of the Artwork. 1.8. Parties—Means and includes City and Artist. 1.9. Site — Means and includes any location, whether temporary or permanent City selects for public display of Artwork and/or storage of Artwork. ARTICLE 2 ACQUISITION OF THE ARTWORK 2.1. Payment for Artwork. City shall pay Artist TWENTY-EIGHT THOUSAND DOLLARS AND NO CENTS ($28,000.00) as full consideration for all rights,title, and interest to Artwork, except for any rights of copyright, and delivery of the Artwork. City shall pay this amount to Artist within thirty days (30) after full execution of this Agreement by both Parties. Terms and conditions pertaining to warranties,and indemnity, ownership and intellectual property rights, and Artist's rights are contained in Articles 3, 4, 5, and 6, respectively. Artist shall be responsible for all travel costs related to installation or dedication of the Artwork. 2.2. 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. FOURTEEN THOUSDAND DOLLARS AND NO CENTS ($14,000.00) upon execution of this Agreement. b. FOURTEEN THOUSDAND DOLLARS AND NO CENTS ($14,000.00) within thirty (30) days after delivery and Final Acceptance of the Artwork. Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture, LLC Execution Copy 2/19/16 Page 2 of 20 2.3. Transportation and Delivery. As part of the payment, Artist agrees to provide for transportation, delivery, and insurance of the Artwork from Artist's studio to the City's storage facility located at 7151 Calmont Avenue, Fort Worth, Texas, 76116. Upon execution of this Agreement and City making the first payment outlined in section 2.2(a)to Artist, City and Artist shall schedule a mutually convenient date and time to deliver Artwork, but the date shall not be later than thirty(30)days after execution of this Agreement. 2.4. Sales Taxes. City is a tax-exempt organization and no state or local sales taxes or federal excise taxes shall be due under this Agreement. City shall supply Artist with the"Texas Certificate of Exemption,"attached hereto and made apart hereof for all purposes as Exhibit `B" for use by Artist in the fulfillment of this Agreement. ARTICLE 3 WARRANTIES 3.1. Warranties of Title and Copyright. a. Artist represents and warrants that: L the Artwork is the original product of Artist's sole creative efforts; ii. Artwork is original and does not infringe upon any copyright or the rights of any person; iii. Artist has not sold, assigned, transferred, licensed, granted, encumbered or utilized the Artwork or any element thereof or any copyright related thereto that may affect or impair the rights granted pursuant to this Agreement; iv. the Artwork is free and clear of any claims, judgments, and/or liens from any source whatsoever; V. Artist has the full power to enter into and perform this Agreement and to make the grant of rights contained in this Agreement;and vi. All services performed hereunder shall be performed in accordance with all applicable laws,regulations,ordinances, etc., and with all necessary care,skill,and diligence. 3.2. Warranties of Quality and Condition. a. Artist represents and warrants that all work associated with creating the Artwork has been performed in accordance with professional "workmanlike" standards and free from defective or inferior materials and workmanship(including any defects consisting of"inherent vice," or qualities that cause or accelerate deterioration of the Artwork)for one year after the date of Final Acceptance. Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture,LLC Execution Copy 2/19/16 Page 3 of 20 b. Artist represents and warrants that the Artwork and the materials used are not currently known to be harmful to public health and safety. C. If,within one year after Final Acceptance, City observes any breach of warranty described in this Article 3.2 that is curable by Artist, City shall give written notice to Artist of such breach with reasonable promptness. Artist shall, at the request of City, cure the breach satisfactorily and consistent with professional conservation standards (in accordance with the American Institute of Conservation (AIC) Code of Ethics and Guidelines for Practice) and/or construction standards, including, but not limited to, any standards set forth by City, within thirty (30) days after receipt of the written notice, at no expense to City. d. If,within one year after Final Acceptance, City observes any breach of warranty described in this Article 3.2 that is not curable by Artist, Artist is responsible for reimbursing City for damages, expenses, and losses incurred by City as a result of the breach. However, if Artist disclosed in writing the risk of this breach in the proposal and City accepted that it may occur, it shall not be deemed a breach for purposes of this Article 3.2. e. If, after one year from Final Acceptance, City observes any breach of warranty described in this Article 3.2 that is curable by Artist, City shall give written notice to Artist to make or supervise repairs or restorations at a reasonable fee during Artist's lifetime. Artist shall notify City, in writing, within thirty (30) days after receipt of the notice as to whether Artist will make or supervise the repairs or restorations. Should Artist fail to respond within the thirty-day (30) deadline or be unwilling to accept reasonable compensation under the industry standard,City may seek the services of a qualified restorative conservator and maintenance expert. f. Acceptable Standard of Display. Artist represents and warrants that: i. General routine cleaning and repair of the Artwork and any associated working parts and/or equipment will maintain the Artwork within an acceptable standard of public display. ii. Foreseeable exposure to the elements and general wear and tear will cause the Artwork to experience only minor repairable damages and will not cause the Artwork to fall below an acceptable standard of public display. iii. With general routine cleaning and repair, and within the context of foreseeable exposure to the elements and general wear and tear, the Artwork will not experience irreparable conditions that do not fall within an acceptable standard of public display, including, but not limited to,mold,rust,fracturing,staining, chipping,tearing,abrading,and/or peeling. iv. Manufacturer's Warranties. To the extent the Artwork incorporates products covered by a manufacturer's warranty,Artist shall provide copies of such warranties to City. Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture,LLC Execution Copy 2/19/16 Page 4 of 20 g. The foregoing warranties are conditional, and shall be voided by the failure of City to maintain the Artwork in accordance with Artist's specifications as set out in Exhibit "C" the Artist Technical Maintenance Record, which is attached hereto and incorporated herein for all purposes and the applicable conservation standards. If City fails to maintain the Artwork in good condition, Artist, in addition to other rights or remedies Artist may have in equity or at law, shall have the right to disown the Artwork as Artist's creation and request that all credits be removed from the Artwork and reproductions thereof until the Artwork's condition is satisfactorily repaired. 3.3. Survival of Representations and Warranties. The representations and warranties in this Article 3 shall survive the termination or other extinction of this Agreement. ARTICLE 4 INSURANCE AND INDEMNITY 4.1. General. The risk of damage to or loss of the Artwork shall be solely that of Artist during transportation and delivery of the Artwork and until Final Acceptance of the Artwork by the City. This risk shall transfer to City and shall no longer be the responsibility of Artist upon Final Acceptance. Artist agrees to carry insurance in the amount of the replacement value of the Artwork, or TWENTY-EIGHT THOUSAND DOLLARS AND NO CENTS ($28,000.00)until Final Acceptance. Artist shall require all subcontractors to carry insurance outlined in Exhibit "D." Artist shall require subcontractors to include Artist and City as additional insured under the subcontractors' policies. Evidence of required insurance shall be submitted to the Contract Manager at the execution of this Agreement. 4.2. Performance Bonds. Artist shall not be required by City to post any performance bonds or similar undertakings. 4.3. General Indemnity. a. ARTIST COVENANTS AND AGREES TO AND DOES HEREBY 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, Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture,LLC Execution Copy 2/19/16 Page 5 of 20 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 ANY ACTS, ERRORS, OR OMISSIONS OF ARTIST AND/OR ARTIST'S SUBARTIST 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 or caused 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. 4.4. Intellectual Property. a. Copyright. 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 ARTWORK BY REASON OF AN ALLEGED OR ACTUAL COPYRIGHT VIOLATION OR OTHER LACK OF OWNERSHIP, AUTHORSHIP, OR ORIGINALITY. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of Artist. Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture, LLC Execution Copy 2/19/16 Page 6 of 20 a b. Survival. All indemnification provisions of this Agreement shall survive the termination or extinction of this Agreement. ARTICLE 5 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 5.1. Title to the Artwork. All rights, title, and interest to the Artwork, except for any rights of copyright, shall immediately transfer to City upon payment to Artist for purchase of the Artwork, as set forth in Article 2, and shall be free and clear of any claims,judgments, and/or liens of whatsoever nature. The Artwork shall become property of City,without restriction on future use,except as provided for in this Agreement. 5.2. 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 Artwork for the duration of the copyright. 5.3. Reproduction Rights. a. By execution of this Agreement, Artist grants to City a perpetual, irrevocable license to graphically depict or display the Installation Design and/or the Artwork for any non-commercial purpose whatsoever. For purposes of this limitation, any graphic depiction or display of the Installation Designs and/or the Artwork 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 Artwork to alter, change, modify, destroy, remove, move, replace, operate, maintain, transport, sell or transfer, in whole or in part, the Artwork 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. b. All reproductions by City shall contain a credit to Artist and a copyright notice substantially in the following form:"©date,Artist's name." C. 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: "an original artwork in the public art collection of the City of Fort Worth,Texas." d. Artist may, at Artist's expense, cause to be registered with the United States Register of Copyrights,a copyright of the Artwork in Artist's name. Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture,LLC Execution Copy 2/19/16 Page 7 of 20 e. City is not responsible for any third-party infringement of Artist's copyright and not responsible for protecting the intellectual property rights of Artist. 5.4. Survival. The rights under this Article 5 shall survive the termination or extinction of this Agreement. ARTICLE 6 ARTIST'S RIGHTS 6.1. Identification. The Contract Manager shall include credit to Artist on the Fort Worth Public Art website (www.fwpublicart.org)and a plaque. 6.2. Maintenance. City recognizes that maintenance of the Artwork on a regular basis is essential to the integrity of the Artwork. City shall reasonably assure that the Artwork is properly maintained and protected,taking into account the maintenance instructions provided by Artist in accordance in Exhibit"C" 6.3. Repairs and Restoration. a. City shall have the right to determine when and if repairs and restorations to the Artwork will be made. During Artist's lifetime and to the extent practicable, City shall give Artist the right to approve all major repairs and restorations; provided, however, Artist shall not unreasonably withhold approval for any repair or restoration of the Artwork. Should Artist unreasonably withhold approval of any intended repair or restoration, City shall have the right to make such repair or restoration. To the extent practicable, Artist, during Artist's lifetime, shall be given the opportunity to make or personally supervise major repairs and restorations and shall be paid a reasonable fee for any such services, provided that City and Artist shall agree, in writing,prior to commencement of any significant repairs and restorations, upon Artist's fee for such services. Should Artist fail to agree to make or supervise the repairs and restorations, City shall have the right to choose another entity or person to assist with the restoration and/or repairs or make said repairs by City. b. All repairs and restorations shall be made in accordance with recognized conservation standards (in accordance with the American Institute of Conservation(AIC) Code of Ethics and Guidelines for Practice)and/or construction standards,including,but not limited to,the standards set forth by City. C. City may require Artist to submit professional documents supporting Artist's proposal for repairs and restorations prior to commencement of repairs or restorations. Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture,LLC Execution Copy 2/19/16 Page 8 of 20 d. When emergency repairs are necessary to prevent the loss of or further damage to the Artwork or to prevent risks to the public, such repairs shall be undertaken or arranged by City without advance notice to Artist, and such repairs shall not be deemed to constitute artistic alteration. 6.3. Alteration of the Artwork or of the Site. a. In the event that the Artwork is incorporated into a building, structure or realty, the installation of the Artwork may subject it to destruction, distortion, mutilation or other modification by reason of its removal. If removal of the Artwork would damage either the Artwork or the Site, City shall have the right to remove the Artwork by any means, including destruction, in performing maintenance, repair, renovation, or reconstruction of the building, structure or in devoting realty to a new use. City may give Artist written notice of its intent to take such action under this paragraph. b. In the event the Artwork is substantially damaged or altered, City shall no longer represent the Artwork as that of Artist if Artist gives written notice to City that it is the position of Artist to deny authorship on the grounds stated in this paragraph. C. City shall, at all times, have the right to move the Artwork, or remove it from public display. City shall also have the right to sell or trade the Artwork. d. In the event the Artwork is substantially damaged or altered, City shall no longer represent the Artwork as that of Artist if Artist gives written notice to City that it is the position of Artist to deny authorship on the grounds stated in this paragraph. 6.4. Permanent Record. City shall maintain on permanent file a record of this Agreement and of the location and disposition of the Artwork. 6.5. Artist's Address. Artist shall notify City of changes in the address set forth in Article 8. The failure to do so, if such failure prevents City from locating Artist, shall be deemed a waiver by Artist of the right subsequently to enforce these provisions of Article 6 that require the express approval of Artist. Notwithstanding this provision, City shall make every reasonable effort to locate Artist when matters arise relating to Artist's rights. ARTICLE 7 MISCELLANEOUS 7.1. 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. Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture,LLC Execution Copy 2/19/16 Page 9 of 20 7.2. Amendments. No alteration, change, modification or amendment of the terms of this Agreement shall be valid or effective unless made in writing and signed by both parties hereto and approved by appropriate action of City. 7.3. 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. 7.4. 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. 7.5. Successors and Assigns. Artist shall not assign, sublet or transfer his interest herein, and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void. 7.6. 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. 7.7. 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. 7.8. 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. 7.9. Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 7.10. Artist's Address. Artist shall notify the Contract Manager of changes in address. Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture,LLC Execution Copy 2/19/16 Page 10 of 20 7.11. Surviving Covenants. The covenants and obligations set forth in this Agreement shall not survive the death or legal incapacity of Artist. 7.12. 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. 7.13. Right to Audit. Artist agrees that City will have the right to audit the financial and business records of Artist that relate to this Agreement (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, Artist shall make all Records available to City on 1000 Throckmorton Street, Fort Worth, Texas or at another location in City acceptable to both parties following reasonable advance notice by City and shall otherwise cooperate fully with 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 above. The rights under this Article 7.13 shall survive the termination or extinction of this Agreement. ARTICLE 8 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: Fernando Costa,Assistant City Manager City Manager's Office City of Fort Worth 1000 Throckmorton Street, Third Floor Fort Worth,Texas 76102 Copies to: Office of the City Attorney City of Fort Worth 1000 Throckmorton Street,Third Floor Fort Worth,Texas 76102 Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture, LLC Execution Copy 2/19/16 Page 11 of 20 Martha Peters,Vice President,Public Art Arts Council of Fort Worth&Tarrant County 1300 Gendy Street Fort Worth,Texas 76107 2. ARTIST Dream Big Sculpture,LLC Attn:Lorri Acott 192 Delaware Ct. Red Feather Lakes, CO 80545 IN WITNESS HEREOF,the Parties hereto have executed this Agreement as of the Effective Date. CITY OF FORT WORTH ARTIST :�LL�4L-- k-'tu� i��t - by: Fernando Costa Dream Big Sculpture,LLC Assistant City Manager Lorri Acott,Partner APPROVED AS TO FORM AND LE ALITY: Jessica Ss vang Assistant Attorney Form 1295 Certification Number: 2016-15443 FOR ATTESTED b 4. tia ATTESTED BY: a.�q $ a/V � ON 8� 0 Mary J. Ka -,Ci cretary ,�`aa0000000a°� M&C C- CJFFICIAL RECORD c�ATY SECRETARY G'iin WORTH, TX Artwork Acquisition Agreement between the City of Fort Worth and Dre C Execution Copy 2/19/16 Page 12 of 20 Exhibit A: The Artwork Who Rescued Who(2014)Lorri Acott ` Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture,LLC Execution Copy 2/19/16 Page 13 of 20 Exhibit B: Sales Tax Exemption Certificate 0=01339(ea4*) ,1=(Rov.Wre) TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION Name of purchaser,firm or agency City of Fort Worth,Texas Address(Street&number,P.O.Box or Route number) Phone(Area code and number) 1000 Throckmorton Street 817-392-8360 City,State,ZIP code Fort Worth,Texas 76102 1,the purchaser named above,claim an exemption from payment of sales and use taxes(for the purchase of taxable items described below or on the attached order or invoice)from: Seiler: All Vendors Street address: City,State,ZIP code: Description of items to be purchased or on the attached order or invoice: All items except motor vehicles as listed below Purchaser claims this exemption for the following reason: Municipality,Governmental Entity I understand that i will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with the provisions of the Tax Code and/or all applicable law. I understand thatit is a criminal offense to give an exemption cert(ficate to the sellerfortaxable Items that I know,at the time ofpurchase, will be used in a mannerotherthan fhatexpressed in this certificate,and depending on the amount of tax evaded,the offense may range from a Class C misdemeanor to a felony of the second degree. Purchase / Titte Date sign Finance Director/CFO March 23,2015 here NOTE: This certificate cannot be issued for the purchase,lease,or rental of a motor vehicle. THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID. Sales and Use Tax"Exemption Numbers"or"Tax Exempt"Numbers do not exist. This certificate should be furnished to the supplier.Do not send the completed certificate to the Comptroller of Public Accounts. Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture,LLC Execution Copy 2/19/16 Page 14 of 20 Exhibit C: Artist Technical and Maintenance Record r FORT WORTH PUBtic ART Artist Technical Maintenance Record General Information Artist: Address: Telephone: Cell: E-mail Gallery Affiliation: Other Representation: Artwork Title of Artwork: Location Address: FWPA Project Manager: Description of Artwork:(attach separately if necessary): Artwork Dimensions: Height: Width: Depth: Pedestal or Pad Materials: Pedestal or Pad Dimensions: Height: Width: Depth: Location&Description of Signature Markings(or copyright): Edition Information if applicable: Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture,LLC Execution Copy 2/19/16 Page 15 of 20 Date of Execution: Place of Execution: Collaborating Artist: Fabricator(if other than artist) Fabricator Address: Methods Materials Used in Execution of Artwork Materials(list type,brand name and manufacturer of all materials.,attach Nlatcrial Safety&Technical Data,Include contact names for all suppliers and attach warranty information): Construction Description: List all fabricators and any architects,engineers or other tcclmicians involved in the creation and installation of this artwork. Attach all warranties&agreements. Material(s)Specifications: Joining Methods: Welding Rod Alloy or Joint Material&Application Method: Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture,LLC Execution Copy 2/19/16 Page 16 of 20 Casting Alloy,Wax Body,Glass or Fiber Type: Finishes&Coatings(paint color and type,glaze,patina,any and all coatings including fixative,UV,graffiti,etc. Please list vendors and contact information and provide all product information): Pedestals,Foundations&Feelings,Mounting and Attachment Applications List all materials used to install artwork on site. Include vendor information,parts numbers,warranties and agreements. Integrated Components (List all components included in design and fabrication contracts that function as a part of the final installation including but not limited to: lighting, media, landscaping, etc. Include all vendor information, pails numbers, warranties and agreements and any/all design schematics): Installation Installation Date: Installation Method:(describe installation method,provide photo documentation if available.List name and contact. information of installation crew.Attach any diagrams or disassembly instructions.) Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture, LLC Execution Copy 2/19/16 Page 17 of 20 Recommended Routine Maintenance. Artist recommendation based on experience and consultation with conservation espe►t Artist's Conservation Consultant Name: Address: Phone: Please attach Conservator's Long Term Maintenance Recommendations Unusual or Special Circumstances of Note Artist's Intention Please describe your view of how the artwork will change over time and in response to environmental conditions. The artist's vision of Trow the artwork will look in the future assists FXVPA in realizing an appropriate conservation action plan. In addition to environmental conditions public artworks are often affected by public handling, landscaping and site changes.Please clearly detail your expectations for this artwork.Please address issues related to the fife expectancy of this artwork. Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture,LLC Execution Copy 2/19/16 Page 18 of 20 Y 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 Artwork, 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. Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture,LLC Execution Copy 2/19/16 Page 19 of 20 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 rights of recovery (subrogation) in favor of 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. Artwork Acquisition Agreement between the City of Fort Worth and Dream Big Sculpture,LLC Execution Copy 2/19/16 Page 20 of 20 ® e e CITY COUNCILAGENDA FART WoHli DATE: 3/1/2016 REFERENCE NO.: **C-27629 LOG NAME: 06ZBONZ DOG PARK PUBLIC ART CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of an Artwork Acquisition Agreement with Dream Big Sculpture, LLC, in an Amount Up to $30,000.00 for Purchase and Delivery of a Bronze Sculpture Titled, Who Rescued Who, to be Sited at the Entrance of Z Bonz Dog Park in North Z Boaz Park Located at 6950 West Camp Bowie Boulevard and Accession, Who Rescued Who, into the Fort Worth Public Art Collection (COUNCIL DISTRICT 3) RECOMMENDATION: It is recommended that the City Council: 1. Authorize an Artwork Acquisition Agreement with Dream Big Sculpture, LLC, in an amount up to $30,000.00 for purchase and delivery of a bronze sculpture titled, Who Rescued Who, to be sited at the entrance of Z Bonz Dog Park in North Z Boaz Park located at 6950 West Camp Bowie Boulevard; and 2. Accession Who Rescued Who into the Fort Worth Public Art Collection. DISCUSSION: This Artwork Acquisition Agreement will enable the City to purchase the sculpture titled, Who Rescued Who, by Artist Lorri Acott and have it delivered to Fort Worth. The sculpture will be installed on a privately-funded donor wall that recognizes stakeholders and supporters of the new 10-acre dog park situated on the south end of North Z Boaz Park. Private funds will cover the cost of installation of the sculpture on the donor wall, as well as any associated lighting. This Mayor and Council Communication (M&C) will also accession the sculpture into the Fort Worth Public Art Community Legacy Collection. As such, maintenance of the sculpture will be the responsibility of the City through the Fort Worth Public Art Program's annual Collection Management Budget. The figurative bronze sculpture of a human and a dog (5 feet in height x 3 feet 5 inches in width x 2 feet 5 inches in depth) celebrates the special relationship between people and their animal companions and encourages pet adoption. Z Bonz Dog Park will be an "anchor"for dog-related, non-profit groups to collectively save and enrich the lives of dogs in the community. The artwork was selected by park stakeholders William Boecker and Judy Needham in order to create a visually attractive entryway to the dog park. CITY MANAGER RECOMMENDATION: On October 27, 2015, the City Manager recommended various amendments to the Fiscal Year 2016 Fort Worth Public Art Annual Work Plan as recommended by the Fort Worth Art Commission. The amendments included the acquisition of the sculpture titled, Who Rescued Who, by Artist Lord Acott. The amended Fiscal Year 2016 Fort Worth Public Art Annual Work Plan was approved by City Council on October 27, 2015 as M&C C-27515. PROJECT BUDGET (Acquisition $ 28,000.00 I This M&C Contingencies i $ 2,000.00 This M&C Logname: 17ED COMFORWOMEN Page 1 of 2 Total M&C $ 30,000.00 jTOTAL PROJECT COST i $ 30,000.00 Funding for this Acquisition Agreement and other project costs for the full project will consist of the following: _ __ ;FUNDING SOURCE AMOUNT ;Specially Funded Capital Projects Fund (Public Art Fund) $30,000.00 M/WBE Office - The City's overall M/WBE goal for the Fort Worth Public Art Program is 25 percent of total capital project dollars expended on public art annually. Council Member Zim Zimmerman concurs with the recommendation to acquire this sculpture. This project is located in COUNCIL DISTRICT 3, Mapsco 74N. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as appropriated, of the Specially Funded Capital Projects Fund. TO _ _ _ —T—A— — Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 — FROM Fund DepartmentAccount Project Program _l Activity Budget Reference---#--] Amount ID ID Year Chartfield 2 - -- --- -�-- — - -- -- ---1- --- I- s -- Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Randle Harwood (6101) Additional Information Contact: Martha Peters (8172983025) ATTACHMENTS 06Z Boaz Dog Park map.pdf 06ZBONZ Form 1295 Cert 100014897 executed (2.24.16).pdf Photograph of Sculpture.pdf Site Design Rendering Z Bonz Park.pdf Logname: 17ED COMFORWOMEN Page 2 of 2 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested partes. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-15443 Dream Big Sculpture Red Feather Lakes, CO United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/18/2016 being filed. City of Fort Worth Date Acknowledged: -�-2-1 Ce- 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the goods or services to be provided under the contract. Acott Acquisition contract 5'Bronze sculpture'Who Rescued Who?" 4 Name of Interested Party City,State,Country(place of business) Nature of interest(check applicable) Controlling Intermediary Adam,Schultz Red Feather Lakes,CO United States X Acott,Lorri Red Feather Lakes, CO United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. VICTOR DZIRASA NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20154048343 Signature of authorized agent 6f contracting business entity MY COMMISSION EXPIRES 12102/2019 AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said AC O I I this the ?-2 6� day of 20__L(c ,to certify which,witness my hand and seal of office. ct Signature of officer( nistering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.34944