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HomeMy WebLinkAboutContract 50931 CITY SECRETARY CONTRACT N0. AGREEMENT BETWEEN THE CITY OF FORT WORTH AND JTK STUDIOS,LLC AND SP STUDIO, LLC FOR A PROJECTION MAPPING PROJECT PLAN AND PROPOSAL FOR PIONEER TOWER This Agreement is entered into this day of 2018, by and between the City of Fort Worth, a home-rule municipal corporation of the State of Texas, acting by and through Jesus J. Chapa,its duly authorized Assistant City Manager,and JTK Studios, LLC, located at 616 Haines Avenue, Dallas, TX, 75208, and SP Studio, LLC, located at 1410 Sullivan Drive, Dallas, TX, 75215. 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 Director of Public Art. WHEREAS,the City is implementing the Fort Worth Public Art Program pursuant to the Chapter 2,Sections 2-56 through 2-61 of the Fort Worth Code of Ordinances in order 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; WHEREAS, the Fort Worth Public Art Master Plan Update (adopted by City Council on October 17, 2017, as M&C G-19140) recommended that an artist-design illumination program be commissioned for Pioneer Tower at the Will Rogers Memorial Center as the City's first Iconic Public Art Project; WHEREAS, the Iconic Public Art Project was included in the Fort Worth Public Art Fiscal Year 2018 Annual Work Plan (adopted by City Council on October 17, 2017 as M&C G-19139); WHEREAS, the new Dickies Arena is under construction, which is anticipated to be complete for a Grand Opening in November 2019; WHEREAS,the City is undertaking a renovation of the 1936 Pioneer Tower,which is listed on the National Register of Historic Places, including removal of metal louvers to reveal the glass block on all four facades and replication of the original interior and exterior JN28 2018 lighting; "SEC(��ARYT11 Page I 1 of 31 OFFICIAL RECORD Agreement Between the City of Fort Worth and JTK Studios,LLC and lY "T'ARY SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Exec tion o p FT.WORTH, TX WHEREAS, Arts Council staff suggested projection mapping as an exciting way to illuminate Pioneer Tower for special events and identified the Consultants, who have experience producing large-scale projection mapping on architecture (Consultants' qualifications are attached as Exhibit"A"); WHEREAS, the Consultants were vetted by City staff and Will Rogers Memorial Center stakeholders who enthusiastically support engaging the services of the Consultants to prepare a plan and proposal for a projection mapping project for Pioneer Tower; WHEREAS, on March 21, 2019, the Fort Worth Art Commission ("FWAC") directly selected the Consultants to develop a projection mapping project plan and proposal, which was presented to City Council at its Work Session of April 3, 2018; WHEREAS, the City and the Consultants wish to set out the terms and conditions for the Consultants' development of a projection mapping project plan and proposal for Pioneer Tower; NOW, THEREFORE, the City and Consultants 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 Consultants for a Projection Mapping Project Plan and Proposal for Pioneer Tower. 1.2. Consultants—Means and includes JTK Studios, LLC and SP Studio, LLC. 1.3. City- -Means and includes the City of Fort Worth, Texas. 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. 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. 1.6. Parties—Means and includes City and Consultants. 1.7. Pioneer Tower—Means and includes the location depicted in the attached Exhibit 4613.91 Page 2 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 1.8. Project--Means and includes the Projection Mapping Project for Pioneer Tower. 1.9. Project Plan and Proposal — Means and includes the document that the Consultants will produce that includes public art recommendations for a projecting mapping project, including preliminary budget options and infrastructure requirements for Pioneer Tower, and a proposal for Consultants to implement it. 1.10. Project Plan and Proposal Deliverables — Means and includes those items set forth in Article 2.2. of this Agreement that are required for City's review and approval. 1.11. Project Stakeholders — Means and includes the Mayor and City Council and an appointed project core team, composed of Cultural District and community members. 1.12. Work — Means and includes the Project Plan and Proposal document and PowerPoint presentation that are the subject of this Agreement,or any intermediary stage of completion of such works. ARTICLE 2 PIONEER TOWER ICONIC PUBLIC ART PROJECT PLAN AND PROPOSAL SCOPE OF SERVICES AND DELIVERABLES 2.1. Scope of Services. a. Consultants shall provide the following services with the understanding that Contract Manager shall provide copies of plans, images, and documents regarding Pioneer Tower, and/or website links or other documents to Consultants to assist with their work, as available: • Consultants shall conduct site visit(s) and research on Pioneer Tower and adjacent buildings to determine the feasibility of a projection mapping project. • Consultants shall prepare a Pioneer Tower Iconic Public Art Project Plan and Proposal Narrative, with illustrations (photos, drawings and/or diagrams), describing all aspects of the projection mapping project, including infrastructure requirements for projection on all four sides of Page 13 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 Pioneer Tower, as well as their proposal for implementing the project, including: Creative Concept: o Artists Selection o Content Theme and Design o Artists' Rendering Production: o Permit identification and filing o Budget Identification with Options o Equipment Rental vs Purchase Options o Power Estimates o Vendor Procurement o Producer Point of Contact(POC) o Day of Event Production o Security o Load Out • Consultants shall prepare and deliver a Pioneer Tower Iconic Public Art Project Plan and Proposal Budget, including preliminary estimates for the following options: o One-time mapping, video production and presentation o Cost of frequent/regular presentations of initial video o Cost of producing additional videos b. Consultants shall submit the Draft Pioneer Tower Iconic Public Art Project Plan and Proposal with budget, prepared on the attached Exhibit "C," to the Contract Manager for internal review at a mutually agreed upon date. c. Consultants shall present, in person, the Final Pioneer Tower Iconic Public Art Project Plan and Proposal in the form of a PowerPoint to the FWAC and stakeholders for joint review and FWAC approval at a regularly scheduled meeting. 2.2. Project Plan Deliverables. a. In addition to completing the services outlined in Section 2.1 above, Consultants shall perform the services and furnish all supplies, materials, Page 14 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 and equipment necessary to complete the Pioneer Tower Iconic Artwork Plan and Proposal and provide certain deliverables as set forth in this Section 2.2.a. for City acceptance within five (5) months of the execution of this Agreement: i. Pioneer Tower Iconic Public Art Project Plan and Proposal Narrative, with illustrations (photos, drawings and/or diagrams), describing all aspects of the projection mapping project, including infrastructure requirements for projection on all four sides of Pioneer Tower, as well as their proposal for implementing the project. ii. Copy of Final Pioneer Tower Iconic Artwork Plan and Proposal PowerPoint presentation, as presented to the FWAC. 2.3. Additional Services. a. City may request that Consultants provide services in addition to the services set forth in Sections 2.1 and 2.2 above. City shall make such requests in writing. Such additional services shall only be performed after execution of a written amendment to this Agreement which includes, at a minimum, a description of the additional services and scope of work,compensation and payment schedule, and schedule for the delivery and completion of services. b. City and Consultants will mutually agree to compensation, payment schedule, schedule for the delivery and completion of any additional services. c. Consultants reserve the right to decline to provide the additional services. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Fee. The City shall pay the Consultants a fee in the amount of up to FIFTEEN THOUSAND DOLLARS AND NO CENTS ($15,000.00), which shall constitute full compensation for all services and materials to be performed and furnished by the Consultants under this Agreement, inclusive of all travel expenses, and includes an allowance of up to ONE THOUSAND DOLLARS AND NO CENTS ($1,000.00)for overall project contingencies. All parties agree that payments under this Agreement shall be made to JTK Studios, LLC, Page,5 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 who shall be responsible for remitting to SP Studio, LLC, any fees or other expenses. City shall not be liable to SP Studio, LLC, for any payments under this Agreement. The fee shall be paid in the following installments,each installment to represent full and final,non- refundable payment for all services and materials provided prior to the due date thereof: a. Two Thousand Dollars and No Cents ($2,000.00) upon execution of this Agreement, recognizing that Consultants have already invested time and expense in preliminary coordination with the City. b. Five Thousand Dollars and No Cents ($5,000.00) within thirty (30) days after Consultants submit a Draft Pioneer Tower Iconic Public Art Project Plan and Proposal document to Contract Manager for internal review. c. Six Thousand Dollars and No Cents($6,000.00)within thirty(30)days after Consultants submit the Final Pioneer Tower Public Art Project Plan and Proposal and makes presentation(s)to the FWAC and project stakeholders. d. One Thousand Dollars and No Cents(,1,000.00)within thirty(30)days after the City's acceptance of the Final Pioneer Tower Public Art Project Plan and Proposal. e. An allowance of up to ONE THOUSAND DOLLARS AND NO CENTS ($1,000.00) is available for the following: (1)City may pay Consultants for costs that are incurred by Consultants due to changes in scope of work. Such payment will be made upon (i) receipt of supporting documentation by the Contract Manager from the Consultants, and (ii) approval by the Contract Manager of the additional costs. 3.2. Sales Taxes. The City is a tax-exempt organization and no state or local sales taxes or federal excise taxes shall be due upon the Project. The City shall supply the Consultants with the "Texas Sales Tax and Local Sales Tax Exemption Certificate," attached hereto as Exhibit"D" for use by Consultants in the fulfillment of this Agreement. 3.3. Consultants' Expenses. Consultants 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 the City, cost of all travel, and Page;6 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 costs for Consultants' agents, subconsultants, 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 Consultants by City. 4.2. Gratuities. City may cancel this Agreement if it is found that gratuities in the form of entertainment, gifts, or otherwise were offered or given by Consultants 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 Consultants for services actually rendered up to the effective date of termination, and Consultant Page 17 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 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 Consultants' 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 Consultants 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 Consultants,Consultants shall remit to City a sum equal to all payments (if any) made to the Consultants pursuant to this Agreement prior to termination. 4.5. Incapacity of Consultants. a. In the event that Consultants 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 Consultants or Consultants' 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. ARTICLE 5 DISPUTE RESOLUTION a. If either Consultants 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. Page 18 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 b. If the Parties fail to resolve the dispute within sixty(60) calendar days of the date of receipt of the notice of the dispute, then the Parties may submit the matter to non- binding mediation upon written consent of the authorized representatives of both parties in accordance with Chapter 154 of the Texas Civil Practice and Remedies Code and Chapter 2009 of the Texas Government Code, then in effect. Request for mediation shall be in writing, and shall request that the mediation commence not less than fifteen (15) or more than forty-five (45) calendar days following the date of request, except upon Agreement of the Parties. In the event City and Consultants 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. General. a. Upon payment in full to Consultants or pursuant to the applicable termination provision of this Agreement, the Project Plan and Proposal, Work, and all other work product under this Agreement shall become the property of City, without restriction on future use, except as provided below. Consultants shall retain copyright and other intellectual property rights in and to the Work. By execution of this Agreement, Consultants grants to the City an exclusive,perpetual,royalty free, and irrevocable license to graphically depict and publicly display the Work for any non-commercial purpose whatsoever. For purposes of this limitation, any graphic depiction or display of the Work intended to promote or benefit City, its public Page 9 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 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. b. In view of the intention that the Work be unique, Consultants shall not make any additional exact duplicate reproductions of the Work, nor shall Consultants grant permission to others to do so except with the express written permission of City. C. Consultants reserve every right available under the Federal Copyright Act to control the making and dissemination of copies or reproductions of the Work, except as those rights are limited by this Agreement. City may make and disseminate photographs, drawings, and other two-dimensional reproductions of the Work and accompanying materials for any municipal purpose. All reproductions by the City shall contain a credit to the Consultants and a copyright notice substantially in the following form: "©date, Consultants' names." d. Nothing in this Agreement shall prevent the Consultants from using images of the Work for marketing and promotional purposes in connection with the Consultants' business. e. City is not responsible for any third-party infringement of Consultants' copyright and not responsible for protecting the intellectual property rights of Consultants. ARTICLE 7 WARRANTIES OF TITLE AND COPYRIGHT a. Consultants represents and warrants that: i. Work shall be the original product of the Consultants' sole creative efforts. ii. Work is and will be unique and original, and do not infringe upon any copyright or the rights of any person; iii. Consultants has not sold, assigned, transferred, licensed, granted, encumbered, or utilized the Work or any copyright related thereto that may affect or impair the rights granted pursuant to this Agreement; iv. Work(or duplicate thereof)have not been accepted for sale elsewhere; V. Consultants has the full power to enter into and perform this Agreement and to make the grant of rights contained in this Agreement; and Page 10 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 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. ARTICLE 8 CONSULTANTS AS INDEPENDENT CONTRACTORS Consultants shall perform all work and services hereunder as independent contractors, and not as an officer, agent, servant or employee of City. Consultants 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 Consultants, their officers, agents, employees, subcontractors, and doctrine of respondent superior has no application as between City and Consultants. ARTICLE 9 INDEMNIFICATION AND INSURANCE 9.1. General Indemnity. a. CONSULTANTS 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, BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST PROFITS, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO, DEATH) TO ANY AND ALL PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT,OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM THE ACTS,ERRORS,OR OMMISSIONS Pagel 11 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 OF CONSULTANTS AND/OR CONSULTANTS' SUBCONSULTANTS 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. Consultants 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 Consultants in connection with or incidental to performance under this Agreement. C. Consultants 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. Consultants 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 Consultants. 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 Consultants without the appropriate licenses or permission being secured by Consultants in advance. IT IS FURTHER AGREED THAT CONSULTANTS 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 Consultants. Page 112 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 9.3. Insurance. Consultants shall carry insurance as set out in Exhibit "E," which is attached hereto and incorporated herein for all purposes. Evidence of required insurance shall be submitted to the Contract Manager. ARTICLE 10 EQUAL OPPORTUNITY a. Consultants shall not engage in any unlawful discrimination based on race, creed, color,national origin,sex, age,religion,disability,marital status,citizenship status, sexual orientation or any other prohibited criteria in any employment decisions relating to this Agreement, and Consultants represents and warrants that to the extent required by applicable laws, it is an equal opportunity employer and shall comply with all applicable laws and regulations in any employment decisions. b. In the event of Consultants noncompliance with the nondiscrimination clauses of this Agreement, this Agreement may be canceled, terminated, or suspended in whole or in part, and Consultants may be debarred from further agreements with City. ARTICLE 11 MISCELLANEOUS 11.1. Compliance. Consultants shall comply with all Federal, state, and local statutes, ordinances, and regulations applicable to the performance of Consultants' 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 City. Page 113 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 11.4. Waiver. No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent default of any terms, covenants, and conditions of this Agreement. The payment or acceptance of fees for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. 11.5. Governing Law and Venue. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas—Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 11.6. Successors and Assigns. Neither party hereto shall assign, sublet, or transfer its interest herein without prior written consent of the other party,and any attempted assignment, sublease,or transfer of all or any part hereof without such prior written consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of City and Consultants 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 Consultants, and any lawful successor or assign, and are not intended to create any rights, contractual, or otherwise, to any other person or entity. 11.8. Severability. If any provision of this Agreement shall be held to be invalid,illegal,or unenforceable,the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. 11.9. Force Majeure. It is expressly understood and agreed by the Parties to this Agreement that, if the performance of any obligations hereunder is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences; fires;strikes;lockouts,national disasters;riots;material or labor restrictions;transportation problems;or any other circumstances which are reasonably beyond the control of the party Page 114 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 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 the City to fulfill its obligations under this Agreement, the City may terminate this Agreement to be effective on the later of(i) thirty (30) days following delivery by City to Consultants of written notice of City's intention to terminate or (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement. 11.12. Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 11.13. Right to Audit. Consultants agree that City will have the right to audit the financial and business records of Consultants 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 Consultants 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. Consultants shall require all of its subcontractors to include in their Page 115 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 subcontracts a right to audit in favor of City in substantially the same form as described in this Article 11.13. 11.14. Certified MBE/WBE. If applicable, Consultants are encouraged to 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 the City under the City's Business Diversity Enterprise Ordinance. 11.15. Survival Provision. The provisions contained in Articles 4.5 (Incapacity of Consultants), 6 (Ownership and Intellectual Property Rights), 7 (Warranties of Title and Copyright), 8 (Consultants 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. Consultants acknowledge that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and(2)will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultants certify that Consultants' signatures provides written verification to the City that Consultants: (1) do not boycott Israel, and(2) will not boycott Israel during the term of the Agreement. Page 116 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 ARTICLE 12 NOTICES All notices,requests,demands,and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail,return receipt requested,postage prepaid,as follows: 1. CITY OF FORT WORTH: Jesus J.Chapa,Assistant City Manager City Manager's Office City of Fort Worth 200 Texas Street Fort Worth,TX 76102 Copies to: Sarah Fullenwider, City Attorney City Attorney's Office 200 Texas Street Fort Worth,TX 76102 Martha Peters,Director of Public Art Arts Council of Fort Worth 1300 Gendy Street Fort Worth,TX 76107 2. CONSULTANTS JTK Studios LLC 616 Haines Avenue Dallas, TX 75208 SP Studio LLC 1410 Sullivan Drive Dallas,TX 75215 IN WITNESS HEREOF,the parties hereto have executed this Agreement on this day and year first written above. CITY OF FORT WORTH CONSULTANT—JTK Studios, LLC Jesus J.Chapa J ua King; weer Assistant City Manager j Page', 17 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 I •ONSUA T— P to o,LLC ane ginning n, er < t )\ I K \� I c t)\1N1 I \�( l \1:\`•\ill fZ I achnovkled!c that i ant the pcf w: rc,pow'ihlc r ; til n nrt.lrtn an.f a.im!t i•irauun „! thr, contract. rncludrnv.. cr _ purl Iofman - id r, rtnr>< re urrment,. I !Uc Uircet, r of i'uhh. \;l APPROV AS TO FORM AND LEG 1' Jessica S Senior As ty t Cite Attorney A ED BY: J. Kayser ity Secretary t orttra,t \utllorl/atlon \..::.'!,c!1! it h.�tC'� "t'nl n_ I I l 1,,t :ticI'lonce! i o%cr (cont,- i'lihlll A'1 f'Idtl PrOpk„dl I W01th,ll I, OFFICIAL.RECORD CITY SECRETARY FT.WORTH] TX Exhibit A: Consultants' Qualifications Josh uaKing 616 'ie Da s Te 94 538 Joshua King: Bio King's artwork brings new intensity and expression to sought-after objects that are grounded within our relationship to the everyday. His love for life and culture within a community lead him to being one of the founders of The Aurora Project; a global biennial exhibition that presents the art of light, video and sound in public spaces. With the success of Aurora, the culture of Dallas is rapidly emerging to new international heights. Since 2010, The Aurora Project, has exhibited over 300 artists and brought over 150,000 thousand in attendance to Dallas. His artistic career has taken his work across America. King's work is known for using material that inspires him to redefine its purpose, including, house hold tools, sandpaper, lead, pencils, clipboards and hair. "Everything has an energy to it and a life cycle," says King. "It evolves aesthetically from the infancy of a piece, to its maturity when it being shown. I see my work as being rooted in society and the biodiversity of our earth." With influences from Fred Sandbeck, Sol Lewitt and Tom Friedman, Kings artwork challenges the viewer to pay attention and his photography received the grand prize in The Dallas Morning News "Show Me Your Dallas" competition. King was raised in Lubbock, Texas; he lives and works in Dallas. ARTIST STATEMENT Rooted within the everyday, my art finds its puristic value in the belief that a conceptual conversation is composed out of a singular use in tone and a multiple use form in order to keep moving humanity forward. Creating art that transforms their environments into a balanced canvas. Inspired by the pursuit of the composition of life. Page 119 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 Exhibitions: Solo Exhibitions 2014 Harpoon: Insular & Universal, Baang + Burne Contemporary, New York & Texas 2012 Two Hydrogen One Oxygen, Dallas City Performance Hall, Dallas Texas 2012 Goods & Services, WAAS Gallery, Dallas Texas 2011 Cedars Open Studios, 204 Gallery, Texas 2010 Rise, American Beauty Mill Gallery, Dallas, Texas Group Exhibitions 2017 Lawley Art Group: Dallas Texas 2016 Axis Gallery: Sacramento, California 2015 600 Biennial: Amarillo Museum of Art, Amarillo Texas 2015 Erin Cluley Gallery, Dallas Texas 2014 Untitled 1-4, Illume Gallery, Dallas Texas 2013 Art Miami I Context, Miami Florida 2013 Two Hydrogen One Oxygen, Meddlesome Moth Gallery , Dallas Texas 2012 By Product, ABM Gallery, Dallas Texas 2012 Stump Speeches, The Cohn Drennan Contemporary, Dallas Texas 2012 Eurdire, The Goss-Michael Foundation, Dallas Texas 2011 Spare Parts, The Belmont, Dallas, Texas 2011 Upstart Productions, American Beauty Mill, Dallas, Texas 2010 Aurora, Dallas Heritage Village, Dallas, Texas 2010 Dallas Portfolio Exchange, The Magnolia, Dallas, Texas 2010 Fort Worth Ave Project, Haley Henman Gallery, Dallas, Texas 2010 Dallas Fashion and Art, 4 Dog Gallery, Dallas, Texas 2010 110 degrees, Tractorbeam Gallery, Dallas, Texas 2009 Function, 2008 Corinth, Dallas, Texas 2009 Blue Polipo, Paul Schafer Gallery, Dallas, Texas 2009 Art of Guapo, Manny Rodriguez Gallery, Dallas, Texas 2008 Yolk, 4 Dog Gallery, Dallas, Texas Selected Publications: ArtNerd.com, Baang and Burne Presents Harpoon: Insular and Universal. by Lizzy Zimmer; New York, November 6th 2014. http://art-nerd.com/newyork/harpoon-insular-and-universal-in-a-top-secret- location/ Page 120 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 Dallas Culture Map, Joshua King takes on NYC with ambitious two city show, by Kendall Morgan; Nov. 5th 2014 http://dallas.culturemap.com/news/arts/11-05-14-aurora-co-founder- joshua-king-dallas-new-york-baang-burne/ Patron Magazine: Secret Agent Man and Women, by Terri Provencal; October/November 2014. (pg 52) Creem Magazine: Joshua King, But is it Art. by Charlie Grosso; January/ February 2013. 10th Issue (pg 18) FD Luxe: 2013 to Watch, The new creative class. by Christopher Wynn. December/ January 2012 (pg 86) Dallas Observer: 100 Dallas, Creatives. June 20th 2014 by Jennifer Smart http://blogs.dallasobserver.com/mixmaster/2014/06/100 dallas creatives no 92 artistic luminary ioshua king.php FD Luxe: 2013 to Watch, The new creative class. December/ January 2012 (Pg 86) Dallas Culture Map, Take a Glimpse. October 17th 2012 http://dallas.cuIturemap.com/newsdetaiI/arts-glimpse-interactive-art- installation-in-the-dallas-arts-district-prelude-to-a-blowout-aurora/ La Mode Dallas, Joshua King. September 7th 2012. http://iamodedallas.com/art/*oshua-king/ 125th Anniversary Dallas Morning News, Metro Section. October 15th 2010 (pg 1) "Art & Seek" Aurora article by Gale Sachson, November 2010 http://artandseek.net/2010/11/22/aurora-2010-the-art-of-light-at-dallas- heritage-village The Shot: Photo District News, Top prizewinner "In the Sky" February 2011(pg 58) The Rise Project, Modern Dallas dot net, article, November 2009 (pg 13) Honors and Awards: 2012 FD Luxe The New Creative Class: 13 people to watch 2012 Selected TEDxSMU artist: Two Hydrogen One Oxygen 2012 Featured Artist, Water Thirst Organization 2010 Photo District News: The Shot Photography, Contest winner Page 1 21 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 2010 Dallas Morning News 125th Anniversary, Grand Prize Winner 2010 Dallas Portfolio Exchange, Selected Artist Curator and Organizer: 2016 Prelude, Dallas Arts District, 5 Artists 2015 Aurora, All Together Now, Dallas Arts District, 78 Artists 2013 Aurora, Light of Convergence, Dallas Arts District, 103 Artists 2012 Glimpse, The Art of Light and Sound, Dallas Arts District, 19 Artists 2011 Aurora, The Art of Light and Sound, Dallas Arts District, 97 Artists 2010 Aurora, The Art of Light and Sound, Dallas Heritage Village, 40 Artists 2010 Cedars Open Studios, ABM Group show, Dallas, Texas, 22 Artists 2010 Upstart Productions Charity Fundraiser, ABM Gallery, 4 Artists 2009 Dallas Fashion and Art, 4 Dog Gallery, 30 Artists 2009 2nd Thursday, Co-founder Charities & Foundations: 2012 Water Thirst Organization 2012 Art & Advocacy 2011 Water Thirst Today 2011 Upstart Productions 2010 Art the Rescue 2009 Art the Rescue Page 122 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 Shane Pennington Bio Shane Pennington's work engages the balance, and fragility, of essential dichotomies. Between the ephemeral and the enduring, nature and the human construct, Pennington's subjects are often skewed metaphorically and physically, prompting the viewer to contemplate life and its meaning from an alternative perspective. His use of many media and textures, from painting and sculpture to digital video, allows for a diverse artistic language.The resultant works conjure an energy that reflects upon life, death and universal consciousness. Shane Pennington is a Dallas-based artist and a founder of AURORA, the largest outdoor new media arts festival in the U.S., which debuted in the Dallas Arts District in October 2011 and is a biannual event. Pennington was a recipient of the "New Dallas Nine" award from D Magazine and has exhibited internationally at the Paddington Contemporary Gallery in Sydney,Australia and at Sur la Montagne, Berlin. He also counts many world-recognized institutions and corporations among his collectors, including Alana in Sydney, The Gaedeke Group, Caldwell Cassady & Curry, Autonomy, The Regis Corporation, Dallas City Hall, The Dallas City Performance Hall,TEDxSMU,and JP Morgan Chase, by whom he was commissioned to install his work in the lobby of their flagship tower in Dallas. CV Education Studied under Artist Virgie Cornelius, founder of Llano Art Guild Texas Tech University, B.B.A. MIS Honors and Awards 2015 Selected by the City of Dallas Cultural Affairs, Love Field Modernization Program -Artist Selection Panel 2012 Commissioned artist by City of Dallas Office of Cultural Affairs for The Dallas City Performance Hall "Points of Life" 2011 Selected by the Dallas Arts District and TEDxSMU, public art installation "Transcendence". 2011 The MasterMinds Finalist: Dallas Observer 2010 Selected by the City of Dallas Cultural Affairs as a preapproved artist on the selection list for public art. 2009 New Dallas Nine Award 2009 NYArts Magazine Top 500 World Artists Websites 2009 Selected artist for the Texas Sculpture Association Juried Art Show Solo Exhibitions 2012 Leaving the Shade, Sur La Montagne, Berlin Germany 2011 Transcendence, The Dallas Arts District 2011 Annually, SP Studio, Dallas Texas 2004-2015 bi-annually, Parigi, Dallas,Texas Page 123 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 2008 Alana, Sydney, Australia 2008 Steel, Atlanta, Georgia 2008 Steel, Dallas, Texas 2006 Dwellings, Dallas,Texas 2003 Dralion, Dallas,Texas 2003 Manhattan, Dallas,Texas 2002 Metropolitan, Dallas Texas Group Exhibitions 2018 New Book, Kate Shin Gallery/New York, NY 2017 Trees,A society grows great when old men plant trees whose shade they know they shall never sit in, Valley House Dallas, TX 2017 Re:collection, Waterfall Gallery, New York, NY 2017 A Sustaining Life, Kate Shin Gallery/ Bergdorf Goodman, New York, NY 2016 A Sustaining Life, Kate Shin Gallery, NYC 2016 The Summer Art Loft, Bergdorf Goodman, New York, NY 2016 The Need for My Care, Kate Shin Gallery, New York, NY 2016 Chasm & Coil, Hudson, New York 2016 Kate Shin Gallery, New York, NY 2014 NYFOL, New York, NY 2014 SculptCAD Rapid Artist, One Arts Plaza, Dallas Texas 2013 Aurora, Dallas Arts District, Dallas Texas 2013 Sculpt CAD Rapid Artists, Dallas Texas 2011 Dallas Contemporary Wish! Dallas Texas 2011 Aurora, Dallas Arts District, Dallas Texas 2010 Texas Sculpture Association Juried Art Show 2010 Aurora Old City Park, Dallas, Texas 2010 HCG Summer Selections 2010 SculptCAD Rapid Artist, Anaheim, California 2010 TractorBeam Gallery 2010 Dallas Contemporary Wish! Dallas,Texas 2010 Fresh Faces 2x2, Dallas Texas 2009 Texas Sculpture Association Juried Art show @ HCG Gallery 2009 D Art Slam at f.i.g. Dallas, Texas "Winner of the New Dallas Nine Award" 2009 Off the Grid, Dallas Texas 2009 HCG Gallery, New Year New Art, Dallas Texas 2003-2009 Cedars Open Art Studios, Dallas,Texas 2008 HCG Gallery, 2man show with Michael Ledoux, Dallas Texas 2008 North Texas Business for Culture and the Arts, Dallas Texas 2004 ALLO at Meyerson Symphony Center, Dallas, Texas 2004 Janette Kennedy Gallery, Dallas, Texas 2004 Erykah Badu's B.L.IN.D, Dallas Texas 2002 Pennington/Longhofer, Dallas Texas 2002 Museum Works Gallery, Aspen Colorado Page 124 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 Selected Publications Dallas Observer, 10 People and Places Were Thankful for in the Dallas Culture, by Lauren Smart, Nov 25th, 2015. The Book Neiman Marcus, Living Color, by Tracy Achor Hayes, photography Ruven Afanador, April 2015, page (66) Culture Map, "2013: 10 must-see moments at transformative Dallas Arts District experience", by Kendal Morgan , October, 10, 2013 http://dallas.culturemap.com/news/arts/10-17-13-aurora- light-of-convergence-arts-district/ Art &Seek. "Cafe momentum: Eat; Drink and Change Lives, Art &Seek; by Gail Sachson, March 2015. http://artandseek.net/2015/03/02/cafe-momentum-eat-drink-and-change-lives The Creators Project, "Dallas Gets Flashier with Arrival of the Aurora Light Festival", by Julie Baumgardner, October 2013; http://thecreatorsproiect.vice.com/blog/dallas-gets-flashier-with-the-aurora-light-festival Patron Magazine, "Process of illumination", Interview: by Patricia Mora; Fall 2013, (pages 48-50), http://www.Patronmag-digita1.com/patronmag/fall 2013?folio=8#pg52 Hyperallergic, "For One Night, a City Lights up with Art", by Sarah Walko; http://hyperallergic.com/90345/for-one-night-a-city-lights-up-with-art/ Front/ Row D Magazine, "Interview: Artist Shane Pennington on His LED Curtain Installation at City Performance Hall", by Peter Simek, September 2012 Art + Culture, "Works of Note:", Arts + Culture; by Charissa Terranova, Oct. 28, 2011, http://artsandculturetx.com/works-of-note-dec-ll-'an-12/ CBS DFW, "Light Shines on Dallas Arts District for Aurora 2011", by Maddie Grussendorf, October 24; 2011, http://dfw.cbslocal.com/2011/10/24/light-shines-on-dallas-arts-district-for-aurora-2011/ TEDxSMU, "Shane Pennington's Transcendence Art installation", October 2011, http://www.tedxsmu.org/talks/shane-pennington-transcendence-20l l-art-installation/ FD Luxe, "Hocus focus:Aurora art experience to transform the Wyly Theatre", by Christopher Wynn, October 2013 On Magazine, "Why Texas?" The Texas Issue, 2010 (page 10) "Rise"The Rise of Artists in the Dallas Cedars Arts Community,Joshua King, January 201 ( pages 44-45) Page 125 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 D Magazine, "The New Dallas 9" Announcing the winners of the D Art Slam at f.i.g., D Magazine, by Joan Arbery, August 2009 (page 66-71) "Annual Guide to the Internet: The Top 500 Artist Websites in 2009", Catalogue, Volume 13 Number 11/12 page 79, NYArts Magazine, International Edition, 2009 Dallas Modern Luxury, "The Radar Dallas Now", March 2007 ( page 54) FD luxe, "The Cedars:Art Takes Root in the Shade of Downtown", Interview, September 2005, (page 25) Dallas Modern Luxury, "Starting with a Bang", Interview,June 2005 (page 20,46,48, & 160) Front Desk Magazine, "Culture/Shane Pennington", Interview, May 2005, (pages 54-55) "Art Attack, Here & Now", Interview, Where Magazine, March 2005 (page 9) Selected Collections Caldwell, Cassady, & Curry Law Firm, Dallas, Texas City of Dallas, office of Cultural Affairs for the Dallas City Performance Hall Cafe Momentum, Dallas, Texas Myron Kunin Art Collection, New York, New York Charles and Dee Wyly Art Collection, Aspen Colorado Alana, Sydney,Australia JP Morgan Chase Tower, Dallas Texas Gaedeke Group, Dallas,Texas G.A. Donovan Consulting Corp, Boston, Massachusetts Amerest Acturus corp, Dallas, Texas Autonomy etalk, Dallas Texas Keiko Ibi, New York, New York Silver Lining Foundation,Aspen Colorado Erykah Badu, Dallas Texas Johnny Bench, Cincinnati, Ohio Joanne McLaughlin,Toronto, Canada Jacques Nassser, New York, New York Dick and Bobbi Snyder, Dallas Texas Karla and Mark McKinley, Dallas Texas Christopher Reed, Paris France Richard Farmer& Kirsten Lee, Los Angeles Page 126 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 Exhibit B: Pioneer Tower .p :T � r a . .S Pioneer Tower,Will Rogers Memorial Center,3401 W.Lancaster Avenue,Fort Worth,TX 76107 Page 127 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 Exhibit C: Project Mapping Project Budget Form COSTSPROJECT BUDGET ARTIST PROJECT BUDGET ARTIST DEVELOPMENT TEMPLATE PROJECT DEVELOPMENT TEMPLATE PROJECT • FEES INSTALLATION Artist design fee Transportation Design(Preliminary/Final) Permits Professional fees Site preparation/remediation Engineer Footings/foundations Architect Electrical connections/modifications Lighting Designer Labor Conservator Equipment rental Other Traffic control SUB-TOTAL FEES Security SUB-TOTAL INSTALLATION TRAVEL Transporation OVERHEAD Lodging Insurance(prorated) Per diem(meats and incidentals) Studer assistant(hours x$per hour) SUB-TOTAL TRAVEL SUB-TOTAL OVERHEAD FABRICATION Artist administration(hours x$per hour) CONTINGENCY Materials Artist labor(hours x$per hour) GRAND TOTAL ARTIST Labor PROJECT COSTS Rentals(equipment,space,etc) Storage SUB-TOTAL FABRICATION Page 128 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 Exhibit D: Sale Tax Exemption Form rid-pax, TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION Nemo of Wduser,rkm or s"my City of Fort Worth,Taxes Adger(SNW a nuftw,,P.O.am a Rout number) Phone(Arae Dods SW mmWM 200 Texas Street 617-392-6360 cxy,slob,LP ooAe Fort Worth,Texas 76102 I,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)frim Sailer: Ali urr.dats , .— _ -- — — — -- Street address: --— -- __ _ ' 'r.State,ZIP-roe — — Descrlptbn 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 ollowinp reason: Municipality,Governmental Entity understand duet I will be liable for payment of all state and local sales or use taxes which may become due for fstlure to comply with the provisions of the Tex Code and/or NI eppllcable law. 1 understand 6WIt la a camel offense toghv an exemption oerliflcats tothe saawfortaxabk ftma Duet ibow,atthe line ofpurchaw, wNbe used In a merxrerolfwfhan that expresaedln We osrdlicate,and depeneft on Ore amount oftex evaded,the ollense maynangs hom a Close C misdemeanor to a filmy of ft second degree. Deb sign Pun:harr Tae hdit Finance Director/CFO January 3,2017 NOTE: This oerdllcets cannot be Issued for the purchase,base,or rental of s motor vehicle. THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID. Sales and Use Tax"Exemption Numbers'or'Tax Exehmpr Numbers do not exist. This oeMicate should be furnished to the supplier.Do not send the completed certificate to the Comptroller of Publlo Accounts, ts, Page 129 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 Exhibit E: Insurance Requirements, if required by City 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.). Page 130 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18 GENERAL POLICY REQUIREMENTS The certificate of insurance shall include an endorsement naming the City of Fort Worth, its' Officers,Employees and Volunteers as an"Additional Insured"on all liability policies. Exception: the additional insured requirement does not apply to Workers' Compensation or Automobile policies. Artist is responsible for providing the City a thirty day(30)notice of cancellation or non-renewal of any insurance policy and may not change the terms and conditions of any policy that would limit the scope or coverage,or otherwise alter or disallow coverage as required herein. The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery) in favor of the City of Fort Worth. The insurers for all policies must be licensed/approved to do business in the State of Texas. If the subcontractor is an international entity and carries insurance through an international insurance company,then the subcontractor must obtain language on their certificate of insurance confirming that its insurance policy extends coverage to operations in the United States. All insurers must have a minimum rating of A-VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. Unless otherwise stated,all required insurance shall be written on an"occurrence basis." The deductible or self-insured retention (SIR) affecting required insurance coverage shall be acceptable to and approved in writing by the Risk Manager of City of Fort Worth in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups, must also approved by City's Risk Manager. City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverages and their limits when deemed necessary and prudent by City based upon changes in statutory law,court decision or the claims history of the industry as well as of the contracting party to City of Fort Worth. City shall be required to provide prior notice of ninety days. City shall be entitled, upon request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms,conditions,limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of party or the underwriter on any such policies. Page 131 of 31 Agreement Between the City of Fort Worth and JTK Studios,LLC and SP Studio,LLC for the Pioneer Tower Iconic Public Art Plan/Proposal Execution Copy 6/4/18