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HomeMy WebLinkAboutContract 50274 NIL CITY SECRETARY 0 �'aa7�f Q.�0�6� �� CONTRACT N0. �yOF�S�G��PQ� AGREEMENT BETWEEN THE CITY OF FORT WORTH AND G G�� N4RILEY HOLLOWAY FOR FINAL DESIGN OF PUBLIC ART 1, FOR THE PUBLIC SAFETY MUNICIPAL COURT BUILDING 8 � 99 V This Agreement,entered into this 1 /'hday of 2018 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 Riley Holloway, an individual, residing at 789 Chateau Lane, Plano, TX, 75023, acting by and through Riley Holloway. 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 making ADA improvements at the 1938 A.D.Marshall Public Safety Municipal Court Building, located at 1000 Throckmorton Street in downtown Fort Worth; WHEREAS,this Project and Site were identified in the Public Art Plan for the 2014 Bond Program adopted by City Council on October 21, 2014 (M&C G-18339), and the Project was included in the Fort Worth Public Art Fiscal Year 2018 Annual Work Plan, adopted by the Fort Worth City Council on Octoberl7,2017(M&C G-19139); WHEREAS, the approach for the Project was developed with input from Municipal Court Department and Human Relations Office staff, and from this developed the Project Outline which recommended a three part glass artwork to be installed to replace the existing glass above the three entrance doors into the lobby of the historic building, and the Project Outline was approved by the Fort Worth Art Commission("FWAC")on February 13,2017; WHEREAS, the FWAC oversaw an artist selection process in accordance with the Project Outline and the guidelines in the Fort Worth Public Art Master Plan; and on September 11, 2017, the FWAC approved the Selection Panel's recommendation of Riley Holloway for the project based on his proposal for the Site; WHEREAS, the Artist's proposal would create a site-specific glass artwork inspired by photographs of the historic civil rights protest held on the steps of the A.D.Marshall Public Safety Municipal Court Building on March 14, 1965, which led to the adoption of the City of Fort Worth's first Civil Rights Ordinance in 1967;and OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Agreement Between the City of Fort Worth and Riley Holloway, P ge 1 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 275 18 gf t" WHEREAS, City and Artist wish to set out the terms and conditions under which said Work shall be designed; 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 Riley Holloway and/or his heirs, executors, administrators, legal representatives, successors,agents,subartists,contractors,and assigns. 1.3. Artwork Designs — Means and includes the Design Proposal and Final Design of the Work, which is defined in 1.3a and 1.3.b below: 1.3.a. Design Proposal — Means all preliminary drawings, sketches, narrative descriptions, budget estimates, and the like that are created by Artist in connection with the prior agreement between Artist and the Arts Council of Fort Worth for the Work including, but not limited to,the design concept 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 Design 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,which shall be the official date of execution of this Agreement. 1.7. Final Design Deliverables — Means and includes those items set forth in Article 2.5 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. Agreement Between the City of Fort Worth and Riley Holloway, Page 2 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 1.10. Project Outline—Means and includes the outline approved by the FWAC attached hereto as "Exhibit B"describing the parameters and expectations of the Project. 1.11. Project Stakeholders—Means and includes the appropriate City Council Member(s), and their appointed community representatives and the FWAC's appointed representative and others as may be appropriate. 1.12. Site—Means and includes the three (3) large plate glass windows above the three(3)banks of double doors leading into the lobby, each measuring approximately 6 feet in height x 6 feet in width located in the Public Safety Municipal Court Building at 1000 Throckmorton Street in downtown Fort Worth (Council District 9), which was designed by Wyatt C. Hedrick as part of the Work Progress Administration which is more particularly described in Exhibit"C,"attached hereto and incorporated herein by reference for all purposes. 1.13. 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 Selection Panel's recommendation of the proposal submitted by Riley Holloway, was approved by the FWAC on September 11, 2017, 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 will choose a fabricator and create samples with the fabricator to present as part of the Final Design. C. 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. d. As recommended by the Selection Panel,Artist shall explore adding a more painterly feel to the Final Design, as well as a second row of people in the right panel to add to the diversity of the individuals depicted. e. Artist shall meet and coordinate with City staff and others, as necessary, to integrate the Work into the Site in terms of structural support for the Work. Agreement Between the City of Fort Worth and Riley Holloway, Page 3 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 f. 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. g. The location at the Site on which the Work shall be installed has been mutually agreed upon by City and Artist. h. Artist shall present the Final Design to the City Council Member, City staff, Project Stakeholders, and other City boards or commissions, as appropriate, for input and to the FWAC for review and subsequent approval determination at dates and times mutually agreed upon. If possible,stakeholders and Art Commission may review together. L Artist shall make himself available to attend meetings and make presentations as indicated above. j. For the duration of this Agreement, any publicity including social media related to the Work at any stage under this Agreement shall be coordinated through the Contract Manager. Artist should get the Contract Manager's consent in writing prior to engaging in publicity for the Work. 2.3. Implementation Budget Total. Artist shall develop a Final Design that is financially feasible relative to the current budget for implementation. It is understood that the total budget for implementation of the Final Design is estimated to be FORTY-ONE THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($41,500.00), reflecting total costs and inclusive of a remaining artist fee of TWO THOUSAND TWO HUNDRED FIFTY DOLLARS AND NO CENTS ($2,250.00), materials, labor, fabrication, travel, transportation, insurance, installation, and all associated costs for the Work and a 10%contingency of FIVE THOUSAND DOLLARS AND NO CENTS ($5,000.00). Artist shall provide a detailed budget, on the budget form attached hereto as Exhibit"D,"for implementation of the Work through a possible artwork commission contract with City. The City's required insurance for implementation is attached hereto as Exhibit "E," and such costs for maintaining the levels of insurance outlined in Exhibit E shall be included in the implementation budget total. 2.4. 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. Agreement Between the City of Fort Worth and Riley Holloway, Page 4 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 2.5. 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 2.5 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; ii. 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 all elements of the Work, including information regarding Artist's subcontractor(s), if any; (3) Maintenance requirements for all elements of the Work based on consultation with qualified art conservator, along with cost estimates for annual maintenance; and (4) Proposed public education program to be conducted by Artist during the commission of the Work; iii. Provide samples created with fabricator at Final Design presentation. iv. A detailed final budget, on the budget form attached hereto as Exhibit "D," for implementation of the Work in an amount not to exceed FORTY-ONE THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($41,500.00), reflecting total costs and inclusive of remaining artist fee of TWO THOUSAND TWO HUNDRED FIFTY DOLLARS AND NO CENTS ($2,250.00),materials, labor, fabrication,travel,transportation,construction, insurance, footings, installation, all associated costs for the Work and a 10% contingency of FIVE THOUSAND DOLLARS AND NO CENTS($5,000.00); V. The detailed final budget will be for implementation of the Work through a possible artwork commission contract with City. vi. Comprehensive working drawings,detailing the means of installing all elements of the Work on the Site,together with other such graphic material as may be requested by City to permit City to carry out structural design review. Upon City's request, these drawings must be signed and stamped by an engineer and/or architect licensed to work in the State of Texas, as required by City. Artist will obtain and furnish to Contract Manager certificates of professional liability insurance from each such licensed professional and will require the City to be named as a "certificate holder" entitled to notice of cancellation/nonrenewal in accordance with standard practices. 2.6. Final Design Review. a. Upon completion and submission of the Final Design Deliverables and acceptance by Contract Manager,Artist shall meet with the designated Project Stakeholders,City staff,and other City boards Agreement Between the City of Fort Worth and Riley Holloway, Page 5 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 or commissions, as appropriate,to present the Final Design,at a date and time mutually agreed upon, for input. b. Artist shall present the Final Design to the FWAC for approval at a regularly scheduled FWAC meeting.If possible,stakeholders and FWAC may review together. c. City may require Artist to make such revisions to the Final Design as are necessary for the Work to comply with applicable statutes, ordinances, or regulations of any governmental regulatory agency having jurisdiction over the Site for reasons of safety and security. d. City may also require Artist to make such revisions to the Final Design as City deems necessary in its sole discretion. e. Within thirty (30) calendar days of its receipt of Artist's submission of the Final Design, City shall notify Artist of its approval, or disapproval, of such submission and of each revision made in the Final Design. Revisions made pursuant to this Article 2.7, upon approval by City, shall become part of the Final Design. f. If the Final Design or any required revisions to the Final Design is disapproved by City, Artist shall have thirty(30)calendar days to resubmit the Final Design in conformance with City's requirements. g. If resubmitted materials are not approved by City, this Agreement may be terminated at City's sole discretion, with payment for work performed per the payment schedule in Article 3 up through the date of termination. Artist shall provide the Final Design presentation materials to Contract Manager to become part of City's Public Art archive. Upon the expiration of the Term, as hereinafter defined, of this Agreement, if the Final Design is accepted by City and funding is approved by the Fort Worth City Council, negotiations for fabrication, delivery, and installation of the Work shall commence, and shall become part of the deliverables under any possible subsequent artwork commission contract. h. Upon approval of the Final Design by City, Artist shall provide the Final Design presentation materials to the Contract Manager to become part of the City of Fort Worth Public Art archive owned by City. These documents, models and/or drawings will be retained for archival and exhibition purposes. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation. Total compensation to Artist under the Agreement shall be in an amount of up to EIGHT THOUSAND, FIVE HUNDRED DOLLARS AND NO CENTS ($8,500.00), which shall constitute full compensation for any and all costs associated with this Agreement, including, but not limited to, artist's fee, travel,engineering and conservation consulting fees and services performed and materials furnished by Artist under this Agreement. Agreement Between the City of Fort Worth and Riley Holloway, Page 6 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 3.2. Payment Schedule. City agrees to pay Artist in the following installments set forth below, each installment to represent full and final, non-refundable payment for all services and materials provided prior to the due date thereof: a. ONE THOUSAND DOLLARS AND NO CENTS ($1,000.00)upon execution of this Agreement. b. TWO THOUSAND DOLLARS AND NO CENTS ($2,000.00) within thirty (30) days after Artist submits the Final Design Deliverables as required under Article 2.5 of this Agreement and makes a presentation of the Final Design to the FWAC. C. ONE THOUSAND, FIVE HUNDRED DOLLARS AND NO CENTS ($1,500.00)within thirty (30) days after the City notifies the Artist of its approval of the Final Design. d. City will provide an allowance of up to TWO THOUSAND, FIVE HUNDRED DOLLARS AND NO CENTS ($2,500.00)for engineering consulting fee and a conservator's consultation fee to fulfill the terms of this Agreement. Such payment shall be made upon receipt of an invoice from Artist with the original invoice(a retainer fee of up to 50%is allowed)for such services attached. e. City will provide a travel allowance for the purpose of meeting with potential glass fabricators and obtaining material samples of up to ONE THOUSAND, FIVE HUNDRED DOLLARS AND NO CENTS ($1,500.00), reimbursable with receipts. This allowance includes but is not limited to coach class airfare, ground travel, and a per diem stipend amount for meals provided by the United States Government Office of Allowance for the desired location. 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. Agreement Between the City of Fort Worth and Riley Holloway, Page 7 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 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. 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, 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, Artist shall remit to City a sum equal to all payments (if any)made to the Artist pursuant to this Agreement prior to termination. 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. Agreement Between the City of Fort Worth and Riley Holloway, Page 8 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 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) 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, Agreement Between the City of Fort Worth and Riley Holloway, Page 9 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 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: "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. Agreement Between the City of Fort Worth and Riley Holloway, Page 10 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 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 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 Agreement Between the City of Fort Worth and Riley Holloway, Page 11 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 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 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, Agreement Between the City of Fort Worth and Riley Holloway, Page 12 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 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. 11.3. Amendments. No alteration, change, modification or amendment of the terms of this Agreement shall be valid or effective unless made in writing and signed by both parties hereto and approved by appropriate action of the City. 11.4. Waiver. No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent default of any terms,covenants,and conditions of this Agreement. The payment or acceptance of fees for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. 11.5. Governing Law and Venue. If any action,whether real or asserted, at law or in equity,arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United Agreement Between the City of Fort Worth and Riley Holloway, Page 13 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 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 Maieure. It is expressly understood and agreed by the parties to this Agreement that, if the performance of any obligations hereunder is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences; fires; strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not,the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so 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 Agreement Between the City of Fort Worth and Riley Holloway, Page 14 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 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. 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. 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 Agreement Between the City of Fort Worth and Riley Holloway, Page 15 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 to those terms in Section 808.001 of the Texas Government Code. If Artist is considered a "company,"by signing this contract, Artist cern,fJes that Artist's signature provides written verification to the City that Artist: (1) does not boycott Israel;and(2) will not boycott Israel during the term of the Agreement. ARTICLE 12 NOTICES All notices,requests,demands, and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the deliveryor receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested,postage prepaid,as follows: I. CITY OF FORT WORTH: Fernando Costa, Assistant City Manager City Manager's Office Eft Cityof Fort Worth 200 Texas Street or, Fort Worth, TX 76102 Copies to: Sarah Fullenwider,City Attorney Office of the City Attorney 200 Texas Street,Third Floor Fort Worth,TX 76102 z Martha Peters,Director of Public Art Arts Council of Fort Worth& Tarrant County 1300 Gendy Street Fort Worth,TX 76107 784 Chateau Lane Plano,TX 75023 IN WITNESS HEREOF,the Parties hereto have executed this Agreement on the Effective Date. CITY OF FORT WORTH ARTIST by: by: U. X Fernando Costa iley Hollowa Assistant City Manager Agreement Between the City of Fort Worth and Riley HollpWay,; Page 16 of 27' For Final Design of Public Art for Public Safety Municipal`Coun[Building. Execution Copy 2/5/18 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. ON � 'c 0 amno Name: ichelle Thomas Title: Public Art Project Manager APPROVE))AS TO FORM AND,LfEPALITY: Jessica Sangsvang Assistant City Attorney Form 1295: N/A �,ORT.�i ATTESTED BY: ;0 Mary Kayser City Secretary •TE... r o M&C Required OFFICIAL RECORD CITY SECRETARY Agreement Between the City of Fort Worth and Riley Holloway, FT.WORTH,TX ge 17 of 27 For Final Design of Public Art for Public Safety Municipal Court Building /18 Exhibit A: Preliminary Design n a o a �uae`n i t ,. Agreement Between the City of Fort Worth and Riley Holloway, Page 18 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 Exhibit B: Project Outline Public Safety/Municipal Court Building Public Art Prosect Outline II 1 ® ixd AL Justice requires courts whose ordinary everyday administration reflects the legacy of the Declaration of Independence, the U.S.Constitution,America's compound republic and the public's respect for and voluntary adherence to the law and judicial decisions in individual cases. -National Association for Court Management,Curriculum Guidelines Municipal Court is a Court of Record with eleven full-time judges, nine Pro Tem judges,52 commissioned peace officers(Marshall Division)and 132 civilian staff. The court facilities consist of five courtrooms located in the historic A.D. Marshall Public Safety&Courts Building and two courtrooms located at Southwest Court. These courts have jurisdiction within the City of Fort Worth's territorial limits over all Class C misdemeanor criminal cases brought under City ordinances and the Texas Penal Code.These cases are punishable by fine only.The Department also processes civil parking cases filed within the territorial limits of the City of Fort Worth. Deputy Marshals screened over 255,050 people coming into court facilities in 2016. Project Approach The Municipal Court and Human Relations staff have suggested that the public artwork commissioned for the building reflect themes of social justice and equality of Fort Worth's diverse citizenry. It is important for all who enter the building to feel confident that they will be treated fairly by the Court. In addition,2017 marks the 50h Anniversary of the City of Fort Worth's anti- discrimination ordinance which also established the Human Relations Commission. The commission advises and consults with the City Council and the City Manager on matters involving racial, religious,or ethnic discrimination; recommends measures designed to eliminate prejudice and discrimination;and, promotes and encourages communication and cooperation between all groups interested in bettering community relations. The Star Telegram has a rich archive photographs documenting the peaceful civil rights demonstration of March 14, 1965 that occurred in front of the building,which may serve as inspiration for the artist. Project Site The 1938 A.D. Marshall Public Safety&Courts Building, located at 1000 Throckmorton Street in downtown Fort Worth,was designed by Wyatt C. Hedrick and built by the Works Progress Administration. This Classic Moderne building served as City Hall until 1978. Currently,ADA improvements are underway for the main lobby,which is the most publicly accessible area of the Agreement Between the City of Fort Worth and Riley Holloway, Page 19 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 building. The large plate glass windows located above the three banks of double doors leading into the lobby,each measuring approximately 6'x 6' have been identified as the best location for public art. Addressing the windows will avoid disruption of the historic fabric of the building and will be visible to all who visit the Municipal Court each day. Public Art Budget The Public Art Plan for the 2014 Bond Program adopted by City Council on October 21,2014(M&C G-18339) designated$30,000 in 2% public art funds for the Public Safety/Municipal Court Building. The plan indicated that a supplementary Public Art Fund allocation may be required. This project is included in the Fort Worth Public Art Fiscal Year 2017 Annual Work Plan and Budget, which City Council adopted on October 25, 2016(M&C G-18667). Artist Eligibility The project offers an opportunity for FWPA Pre-Qualified Lists of Artists; however, due to the nature of the artwork site,staff recommends inviting other local artists who work in two- dimensional media. Artist Selection Process SELECTION PANEL MEETING#1 FWPA staff shall present a pool of 8-10 artists from the Fort Worth Public Art Pre-Qualified Lists of Artists and artists invited by staff.Artists will be contacted prior to being considered by the Artist Selection Panel,to ascertain their interest and availability.The Artist Selection Panel shall review the artists' qualifications and select three finalists and one alternate. CONCEPTUAL PROPOSALS DEVELOPED The artist finalists shall participate in an orientation to be familiarized with the site and to discuss the preferred thematic approach. The Artist Selection Panel and Advisors shall be invited to participate in the orientation. The artist finalists shall be placed under a Proposal Agreement and be given approximately 8 weeks to develop a conceptual proposal. SELECTION PANEL MEETING#2 The artist finalists shall individually present their conceptual proposals to the Artist Selection Panel and answer questions.The Panel will then recommend one artist and one alternate for the project. Upon the Fort Worth Art Commission's approval of the recommendation,a Final Design Agreement will be executed with the selected artist. Artist Selection Panel(Voting) 1. Council Member Ann Zadeh,Chair(Council District 9) 2. Brian Luenser,Community Representative 3. Judge Danny Rodgers, Municipal Court 4. Arturo Martinez,Chairman, Human Relations Commission 5. Bob Ray Sanders,journalist,Star Telegram (retired) 6. Leslie Thompson, member, Fort Worth Art Commission and Sid Richardson Museum Educator 7. Cassie King, member, Downtown Design Review Board and artist Advisory Committee(Non-voting) 1. Arthur Weinman, Project Architect 2. Theresa A. Ewing, Municipal Court Director Agreement Between the City of Fort Worth and Riley Holloway, Page 20 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 3. Municipal Court Building Beautification Committee:William Rumuly,Stacey Parnell,Anissa Cervantez, Diana Gomez and Judge Tyler Atkinson 4. Prosecutor's Office representative TBD 5. Angela Rush, Manager, Human Relations Unit, City Manager's Office 6. Veronica Villegas,Coordinator, Human Relations Unit,City Manager's Office 7. Sevanne Steiner, Planning&Development Department 8. Melissa Konur, Downtown Fort Worth, Inc. 9. Others,as may be appropriate Project Schedule(subject to change) Selection Panel Meeting#1(to select three finalists) April/May 2017 Orientation of finalists May 2017 Selection Panel Meeting#2(to review conceptual proposals) early August 2017 Art Commission approval of artist and alternate August 14,2017 Artist's Final Design Contract Executed August 2017 Human Relations Commission 50th Anniversary Event/ Unveiling of Artwork Design Fall 2017 Artwork Commission Contract Executed Fall 2017 Agreement Between the City of Fort Worth and Riley Holloway, Page 21 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 EXHIBIT C: THE SITE Tt 5 Fet -Aeling p sno Bar ��T_o� B . The Foci WqM,, ib •J qrt°Worih e a^,II.IISquare K-6 a ." A .,-, 7h n r M m5 Q"" �_ BumenParli US Social Security p,?ParkherCityFwMitin ro - - Admirdstralion� "' stftd Hi4o i'hropimrarp�n, 15ldlg•er:ns � _.. ® ST,AnareW'a _ [_ ai51.1 h Tixas 1 5M PatrickCathed� _ Q Y _ r a MANUMANW xlmntFixrwixrh Agreement Between the City of Fort Worth and Riley Holloway, Page 22 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 EXHIBIT D: BUDGET FORT WORTH PUBLIC ART PROJECT BUDGET Please complete this form and attach a signed remot or estimate complete with per unit costs(no lump sums)for all items designated with an asterisk().Cost increases must also have a written estimate attached: ARTIST'S FEE TRAVEL (For artists who live more than 50 miles from Fort Worth) Airfare Car Rental Per Diem Expenses at=per day Mileage at S per mile INSURANCE Auto/Hired Vehicle Liability General Liability for Artist/Subcontractors Worker's Comp./Employer's Liability Other,as applicable ADMINISTRATIVE EXPENSES Phone/Fax Delivery/Shipping(for correspondence,samples,models,drawings etc) Reprographic Service Supplies PROFESSIONAL CONSULTANT FEES (If applicable,drawing must be signed and sealed by a professional registered to practice in the State of Texas) Architect' Structural Engineer' Electrical Engineer' Conservator* Photographer(for documentation of completed work)' Other' MATERIALS (Please attach a complete list of materials.Itemize all anticipated aspects and components with per unit cost estimates) Materials"Total FABRICATION COSTS (include and itemize all portions of subcontracted work and work to be completed by artist.) Artist's Labor(�hours at$ per hour)Total Subcontracted Labor*(Total) Facility/Equipment Rental(used exclusively for this project)related to fabrication SITE PREPARATION (Do not include costs covered by FWPA,City of Fort Worth or others) Test Drilling' Removal* Landscaping/Irrigation' Electrical Modifications* Water Work/Mechanical Devices Other* (Revised May 2011) YA�'l� Z3 17k a 7 For Final Design of Public Art for Public Satiety Municipal Court Building Execution Copy 2/5/18 TRANSPORTATION Materials to Fabrication Site' Finished Work to Installation Sh* Oliror• BASFJMOUNTING ease Mounting Devices and Components FoundWQWoottng Other INSTALLATION COSTS (Costs must include allowance for after hours installation,4 applicable,Please attach a complete list of equipment and IndtWWal estimates with this form) Subcontracted Labor* Sca folding• Equipment Rental rotated to installation" OA duty P0066060 urky Trafic Barriers, Storage Facility Rentlrl• city Permits Display Devices Fkvpft ny Site Restoration' Other* LIGHTING Designers' Fhdureo• Buft. Site Preparation* (neblhtdkttt• GRAND TOTAL Please make any necessary notes here: Prepared By: Date: (Revised May 201 t) Agreement Between the City of Fort Worth and Riley Holloway, Page 24 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 215118 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 Riley Holloway, Page 25 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 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 Riley Holloway, Page 26 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18 EXHIBIT F: TAX EXEMPTION wo,saaue.du OR".WX) TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION Name d purchaser.&M a agency City of Fort Worth,Texas Addm"(S a 6 n mbaf,P.0 emr"Route m~ Phare(Area mole&W w~ Texas Street 817-3924360 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: Seller AN VwW=* Street address: fRt,State.ZIP code: Description of Rema to be purchased or on the attached order or : All Hems except motor vehicles as listed below Purchaser claims this exemption for the following reason: Municipality,Governmental Entity I understand that t wli be liable for payment of all state and local sales or use taxes which may become due for failure to comply with the proWsbns of the Tax Code and/or all applicable law. I wand be t is a wa/ofrbrraato 9W an exentpflon ce+difaete lo dwsa Aerfbrtaxabb pens fttl itnow,at the time dprxchase, wiibeusedinamamerotkerthanthat expressedlnWecartilkate and depending onttteamount offaurevaded,theoffense may range from a Clara C misdemeanor to a Many of the second degree. Pwchaaer Tole Oahe sign here Finance Director/CFO January3,2017 NOTE: This certificate cannot be issued for the purchase,base,or rental of a motor vehicle. THIS CERTIFICATE DOES NOT REQUIRE NUMBER TO BE VAUD. Sales and Use Tax'Exemption Numbers'or'tax ExanW Numbers do riot exist. This certlf tate should be furnished to the supplier.Do not send the completed canillcate to the Comptroller of Public Accounts. Agreement Between the City of Fort Worth and Riley Holloway, Page 27 of 27 For Final Design of Public Art for Public Safety Municipal Court Building Execution Copy 2/5/18