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Contract 51158
CITY SECRETARYs� 5� CONTRACT NO. AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ANIMALIS WORKS, LLC FOR PRELIMINARY DESIGN OF PUBLIC ART FOR NORTHWEST COMMUNITY PARK PUBLIC ART PROJECT 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 Animalis Works,LLC, a Texas limited liability company located at 9012 Quick Stream Drive, Austin, Texas, 78724. 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 developing a regional park located at 8575 Blue Mound Road,Fort Worth, Texas 76137(Council District 7); WHEREAS,this project was included in the 2014 Bond Program,adopted by the Fort Worth City Council on October 21,2014(M&C G-18339) and was included in the Fort Worth Public Art Fiscal Year 2018 Annual Work Plan,adopted by the Fort Worth City Council on October 17,2017 (M&C G-19139); WHEREAS, the Northwest Community Park Public Art Project Outline, which identified the nature-based leisure area of the park,south of the lake,available for everyday use by local residents as the site for new artwork that invites exploration of the grounds, was approved by the Fort Worth Art Commission("FWAC")on April 9,2018; WHEREAS, through a qualifications-based process, which was conducted by the Contract Manager, Animalis Works, LLC was competitively recommended for this project by the artist selection panel on June 4,2018,and this recommendation was approved by the FWAC on June 11,2018;and WHEREAS,City and Artist wish to set out the terms and conditions under which said Work shall be designed to promote the integrity of Artist's ideas and statements as represented by the Work. NOW, THEREFORE, City and Artist for and in consideration of the covenants and agreements her ' after set forth,the sufficiency of which is hereby acknowledged,agree as follows: � � s 0 ` 00 l Uri 2 9 ement Be $n the City of Fort Worth and OFFICIAL.RSWPA �� lis Wo LC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 � �ry0s oflrwoq� o CITY SECRETARY CCRE7gRV �� FT.WORTH,TX ati �' I WV 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 of Fort Worth and Animalis Works,LLC for Preliminary Design of public art for the Site. 1.2. Artist—Means and includes Animalis Works,LLC,a Texas limited liability company.An artist resume and portfolio image is attached hereto as"Exhibit A." 1.3. Artwork Design — Means and includes the Preliminary Design of the Work, which is defined in 1.3.a.below. 1.3.a. Preliminary Design — Means all preliminary drawings, sketches, prototypes, maquettes, models, narrative descriptions, budget estimates, and the like that are created by Artist in connection with this Agreement and/or any prior agreement between Artist and City for the Work. 1.4. Contract Manager — Means and includes the Arts Council of Fort Worth and Tarrant County, Inc.,and its officers,directors,and employees. 1.5. City—Means and includes the City of Fort Worth,Texas. 1.6. Effective Date —Means and includes the date represented in the first paragraph of this Agreement,which shall be the official date of execution of this Agreement. 1.7. Parties—Means and includes City and Artist. 1.8. Preliminary Design Deliverables—Means and includes those items set forth in Article 2.3 of this Agreement that Artist is required to submit to City for its review and approval prior to proceeding to the Final Design phase of this Agreement. 1.9. Project — Means and includes the capital improvement or public art development undertaking of City at the Northwest Community Park for which Artist's services are to be provided pursuant to this Agreement.A project outline attached hereto as"Exhibit B"describes the parameters and expectations of the project. 1.10 Project Core Team—Means and includes the group of community members,generally 5- 7 people,who are invited by the City Council Member to provide input on the project for its duration, in accordance with the Fort Worth Master Plan Update,page 23. 1.11. Project Stakeholders—Means and includes the appropriate City Council Member(s),and the Project Core Team and the FWAC's appointed representative and others as may be appropriate. 1.12. Site —Means the nature side of Northwest Community Park, located at 8575 Blue Mound Road,in north Fort Worth in Council District 7,attached hereto as"Exhibit C." 1 Agreement Between the City of Fort Worth and Page 2 of 27 Animalis Worcs,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 1.13. Work—Means and includes the finished object(s)of art and design that are the subject of this Agreement,or any intermediary stage of completion of such work. ARTICLE 2 SCOPE OF SERVICES AND DELIVERABLES 2.1. Scope of Services. a. Artist shall perform all services and will furnish all supplies,materials,and equipment as necessary for developing a Preliminary Design of the Work and for providing the Preliminary Design Deliverables. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. b. Artist shall determine the artistic expression,scope,design,color,size,material,and texture of the Work, subject to review and input from Project Stakeholders and approval by City as set forth in this Agreement. City may request changes to the Artwork Design from time to time under this Agreement,and Artist will accommodate City's requests. C. Prior to commencing the Preliminary Design, Artists shall meet with and seek input from Project Stakeholders. d. The location at the Site where the Work shall be installed shall be mutually agreed upon by City and Artist. e. Artist,upon request of Contract Manager, shall provide information and/or attend meetings with appropriate City staff for purposes of risk assessment, safety review, sighting of the Work, and permitting. f. Artist shall explore concepts for the Work, within the implementation budget set forth in Article 2.3. g. Artist shall meet and coordinate with Contract Manager and others, as necessary, to explore the feasibility of integrating the Work into the Site in terms of structural support, lighting,electricity, or other infrastructure needs to support the Work. h. Artist shall present the Preliminary Design to the FWAC for joint review with the Project Core Team, other Project Stakeholders, the appropriate City staff, and for the FWAC's approval at a regularly scheduled FWAC meeting with a date and time mutually agreed upon.The Final Design shall subsequently be shared with City boards or commissions,as appropriate. i. Artist shall make a minimum of two(2)trips to Fort Worth,Texas for meetings and presentations as required in this Agreement. Additional trips can be negotiated as necessary. Two (2) representatives will travel to Fort Worth for a meeting with Project Stakeholders, while one (1) representative will travel to Fort Worth to present the Preliminary Design. Agreement Between the City of Fort Worth and Page 3 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 2.2. City Assistance. Upon request by Artist,City shall promptly furnish all information and materials required by Artist to the extent that such materials are available. City, upon request by Artist, shall also provide correct scaled drawings of the Site,if available. 2.3. Preliminary 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 2.3 to City for approval. Preliminary Design Deliverables shall consist of the following: i. Detailed,design illustrations for the Work for the Site,which shall be in a high-resolution digital format, such as JPEG or TIF files, showing the proposed Work from multiple vantage points with at least one illustration showing the Work's size and placement in relation to the Site; ii. A narrative description of the Artist's concept, proposed materials, fabrication, and installation methods, timeline for completion and maintenance, and anticipated annual maintenance requirements; iii. A preliminary budget estimate,on the budget form attached hereto as Exhibit"D,"for final design and implementation of the Work in an amount up to $109,927.00 which includes all costs for materials,engineering,labor,fabrication,delivery,installation,insurance(City requirements attached hereto as Exhibit "F'), travel costs, transportation, remaining Artist's fee of$14,795.00 and all other associated costs for the Work;and iv. Artist shall provide the Preliminary Design presentation materials in PowerPoint format to the Contract Manager to become part of the City of Fort Worth Public Art archive owned by City. All documents, models, and/or drawings will be retained for archival and exhibition purposes. b. Preliminary Design Deliverables shall be submitted to the Contract Manager two(2)weeks prior to the scheduled Preliminary Design presentation for staff review. 2.4. Preliminary Design Review. a. Upon completion and submission of the Preliminary Design Deliverables and acceptance by Contract Manager,Artist shall present the Preliminary Design to the FWAC for joint review with the Project Core Team,other Project Stakeholders,the appropriate City staff, and for the FWAC's approval at a regularly scheduled FWAC meeting with a date and time mutually agreed upon.The Final Design shall subsequently be shared with City boards or commissions,as appropriate. Agreement Between the City of Fort Worth and Page 4 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 b. City shall notify Artist of its approval,or disapproval,of the Preliminary Design within thirty(30) business days of Artist's presentation to the FWAC. C. If City disapproves of the Preliminary Design, either in whole or in part, then City shall inform Artist of each revision to be made to the Preliminary Design. City may require Artist to make such revisions to the Preliminary Design as City deems necessary in its sole discretion and/or for the Work to comply with applicable statutes,ordinances,or regulations of any governmental regulatory agency having jurisdiction over the Site for reasons of safety and security. d. Artist shall have thirty(30)calendar days from the date City informed Artist of the revision(s)to present the revised Preliminary Design in conformance with City's requirements. e. If City disapproves of the resubmitted Preliminary Design, any further Preliminary Design resubmissions will be by mutual agreement of the Parties and subject to the procedures and terms in this Article. If the Parties desire not to continue with the resubmission process, then this Agreement will automatically terminate, with payment for work performed per the payment schedule in Article 3 up through the date of termination.(See Article 4.4.d) f. Upon City approval of the Preliminary Design,any revisions made to a City-approved Preliminary Design shall become part of the Preliminary Design. Artist shall incorporate any City-approved revisions into the final design in conformance with City's requirements. Any revisions shall become part of any Final Design Deliverables if the Artist proceeds to the final design phase. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation. Total compensation to Artist under the Agreement shall be in an amount up to THIRTEEN THOUSAND, THREE HUNDRED SIXTY-THREE DOLLARS AND NO CENTS($13,363.00)which shall constitute full compensation for any and all costs associated with the Agreement, including, but not limited to engineering and consulting, travel (see Section 2.1(i)), an Artist's fee of$9,863.00, and all other services performed and materials furnished by Artist under this Agreement. Artist and City may amend this Agreement to allow for additional payment if additional services are required. 3.2. Payment Schedule. a. 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: i. THREE THOUSAND DOLLARS AND NO CENTS($3,000.00)upon execution of this Agreement. Agreement Between the City of Fort Worth and Page 5 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 ii. THREE THOUSAND DOLLARS AND NO CENTS($3,000.00)within thirty(30) calendar days after Artist travels to Fort Worth and meets with Project Core Team and other stakeholders to gather input prior to Preliminary Design development. iii. THREE THOUSAND DOLLARS AND NO CENTS ($3,000.00) within thirty (30) calendar days after Artist submits all of the Preliminary Design Deliverables required under Article 2.3 of this Agreement. iv. TWO THOUSAND DOLLARS AND NO CENTS ($2,000.00) within thirty (30) calendar days after Artist makes a presentation(s)of the Preliminary Design to the FWAC, the Project Core Team,and other Project Stakeholders. V. ONE THOUSAND, THIRTY THREE DOLLARS AND NO CENTS ($1,363.00) within thirty(30)calendar days after City's approval of the Preliminary Design. vi. An engineering allowance of up to ONE THOUSAND DOLLARS AND NO CENTS ($1,000.00) for preliminary consultation as needed. 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. 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's 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 and/or Contract Manager,cost of all travel, and costs for Artist's agents, consultants, and/or employees necessary for the proper performance of the services required under this Agreement. ARTICLE 4 TERM AND TERMINATION 4.1. Term. This Agreement shall be in effect from the Effective Date and,unless terminated earlier pursuant to such provisions in this Agreement,shall extend until final payment to Artist by City. 4.2. Gratuities. City may cancel this Agreement if it is found that gratuities in the form of entertainment,gifts,or otherwise were offered or given by Artist or any agent or representative to any City or Contract Manager official or employee with a view toward securing favorable treatment with respect to the awarding, amending, or making of any determinations with respect to this performance of this Agreement. Agreement Between the City of Fort Worth and Page 6 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 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. 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. b. If the termination is for the convenience of City,City shall pay Artist for services actually rendered up to the effective date of termination in accordance with Section 3.2 of this Agreement,and Artist shall continue to provide the City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon payment in full of all monies due for services provided up to the effective date of termination, City shall have the right, in its sole discretion,to possession and transfer of all work product produced by Artist under this Agreement, including,but not limited to,finished and unfinished drawings,sketches,photographs,models,and designs, up to the effective date of termination, provided that no right to fabricate or execute the Work shall pass to City. C. If termination is for the convenience of Artist,City shall have the right,in its sole discretion,to pay Artist for services actually rendered up to the effective date of termination in accordance with Section 3.2 of this Agreement or require the Artist to remit to City a sum equal to all payments(if any) made to the Artist pursuant to this Agreement prior to the effective date of termination. If City chooses to pay Artist for services actually rendered,then all work product produced by Artist under this Agreement, including, but not limited to, finished and unfinished drawings, sketches, photographs,models,and designs,up to the effective date of termination shall become property of City. d. If termination is by mutual agreement of the Parties as set forth in Article 2.4,then City shall pay Artist for work performed in accordance with Section 3.2 of this Agreement up through the date of termination. City shall have the right to possession and transfer of all work product produced by Agreement Between the City of Fort Worth and Page 7 of 27 Animalis Worcs,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 Artist under this Agreement, including, but not limited to, finished and unfinished drawings, sketches,photographs,models,and designs,up to the effective date of termination. 4.5. Incapacity of Artist. a. In the event of Artist's death or Artist becoming physically or legally incapacitated during the term of 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 death or incapacity. All work product produced by Artist, including, but not limited to, finished and unfinished drawings, sketches, photographs,models, and designs,up to the effective date of termination shall become property of City. b. Should Artist's Preliminary Design have been approved, in the event of termination under this Article 4.5, City shall have the right to complete the Work, if feasible. 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 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 Artists are unable to agree to a date for the mediation or to the identity of a mutually agreed mediator within thirty(30)calendar days following the date of the request for mediation,then all the conditions precedent in this article shall be deemed to have occurred. The Parties shall share the mediator's fee and any filing fees equally. Venue for any mediation or lawsuit arising under this Agreement shall be in Tarrant County,Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction. No provision of this agreement shall waive any immunity or defense. No provision of this Agreement Between the City of Fort Worth and Page 8 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 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 Artist or pursuant to the applicable termination provision of this Agreement, the Artwork Design, Work, and all other work product under this Agreement shall become the property of City, without restriction on future use, except as provided below. Artist shall retain copyright and other intellectual property rights in and to the Artwork Design and/or Work. By execution of this Agreement, Artist grants to the City an exclusive, perpetual, royalty free, and irrevocable license to graphically depict or publicly display the Artwork Design and/or Work for any non-commercial purpose whatsoever. For purposes of this limitation, any graphic depiction or display of the Artwork Design and/or 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. b. 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. C. Artist reserves every right available under the Federal Copyright Act to control the making and dissemination of copies or reproductions of the Artwork Design and/or Work,except as those rights are limited by this Agreement. City may make and disseminate photographs,drawings,and other two-dimensional reproductions of the Artwork Design and/or Work and accompanying materials for any municipal purpose. All reproductions by the City shall contain a credit to the Artist and a copyright notice substantially in the following form: "©date,Artist's name." d. Nothing in this Agreement shall prevent the Artist from using images of the Artwork Design and/or Work for marketing and promotional purposes in connection with the Artist's business. e. City is not responsible for any third-party infringement of Artist's copyright and not responsible for protecting the intellectual property rights of Artist 6.2. Artist's Address. Artist shall notify City of changes in Artist's address as set forth in Article 12. The failure to do so,if such failure prevents City from locating Artist, shall be deemed a waiver by Artist of the right subsequently to Agreement Between the City of Fort Worth and Page 9 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 enforce these provisions that require the express approval of Artist. Notwithstanding this provision, City shall make every reasonable effort to locate Artist when matters arise relating to Artist's rights. ARTICLE 7 WARRANTIES OF TITLE AND COPYRIGHT a. Artist represents and warrants that: i. Artwork Design and/or Work shall be the original product of the Artist's sole creative efforts. ii. 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; iii. 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; iv. Artwork Design and/or Work (or duplicate thereof) have not been accepted for sale elsewhere; V. Artist has the full power to enter into and perform this Agreement and to make the grant of rights contained in this Agreement; and vi. All services performed hereunder shall be performed in accordance with all applicable laws,regulations,ordinances,etc.,and with all necessary care,skill and diligence. 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. GeneralIndemnity. a. ARTIST COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS,AND DEFEND,AT ITS OWN EXPENSE,CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS, DEMANDS, Agreement Between the City of Fort Worth and Page 10 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 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 ANY ACTS,ERRORS,OR OMMISSIONS 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 or caused by Artist in connection with or incidental to performance under this Agreement. C. Artist shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. 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. Agreement Between the City of Fort Worth and Page 11 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 ARTICLE 10 EQUAL OPPORTUNITY a. Artist 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 Artist 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 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 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 City. 11.4. Waiver. No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent default of any terms, covenants,and conditions of this Agreement. The payment or acceptance of fees for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. 11.5. Governing Law and Venue. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas —Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 11.6. Successors and Assigns. Neither party hereto shall assign, sublet, or transfer its interest herein without prior written consent of the other party,and any attempted assignment,sublease,or transfer of all or any part hereof without such prior Agreement Between the City of Fort Worth and Page 12 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 written consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of City and Artist and their respective successors and permitted assigns. 11.7. No Third-Party Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of City and Artist,and any lawful successor or assign,and are not intended to create any rights,contractual,or otherwise,to any other person or entity. 11.8. Severability. If any provision of this Agreement shall be held to be invalid,illegal,or unenforceable,the validity,legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. 11.9. Force Majeure. It is expressly understood and agreed by the Parties to this Agreement that, if the performance of any obligations hereunder is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences; fires; strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the party obligated or permitted under the 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 Artist of written notice of City's intention to terminate or (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement. 11.12. Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Agreement Between the City of Fort Worth and Page 13 of 27 Animalis Worcs,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 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 MBE/WBE. If applicable,Artist is 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 Artist), Articles 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 to those terms in Section 808.001 of the Texas Government Code. If Artist is considered a"company,"by signing this contract,Artist certifies that Artist's signature provides written verification to the City that Artist. (I)does not boycott Israel;and(2) will not boycott Israel during the term of the Agreement. Agreement Between the City of Fort Worth and Page 14 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 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,Third Floor Fort Worth,Texas 76102 Copies to: Sarah Fullenwider,City Attorney Office of the City Attorney City of Fort Worth 200 Texas Street,Third Floor Fort Worth,Texas 76102 Martha Peters,Director of Public Art Arts Council of Fort Worth&Tarrant County 1300 Gendy Street Fort Worth,Texas 76107 2. ARTIST Dharmesh Patel Animalis Works,LLC. 9012 Quick Stream Drive Austin,Texas 78724 IN WITNESS HEREOF,the Parties hereto have executed this Agreement to be effective as of the Effective Date. CITY OF FORT WORTH ARTIST ��,,. by: Jesus J.Chapa Dhesh Patel Assistant City Manager Anl lis Works,LLC. Agreement Between the City of Fort Worth and Pa$e 15 of 27 Animalis Works.LLC.for Preliminary Design of Public Artwork Execution Copy 8113/18 OFFICIXL RECORD CITY SECRETARY FT.WORTHI TX 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. JUC Name: Miche e Richardson Title: Public Art Project Manager APPROVEWAS TO F RM AND LEGA�,ITY: y2v� Jessica San ang Senior All nt City Aorney Form 1295: Not required Q ATTE T BY: Mky f Kay Xf 411 City Secret Contract Authorization: M&C—No M&C Required OFFICIAL RECORD CITY SECRETARY FTs WORTHo TX Agreement Between the City of Fort Worth and age o Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 Exhibit A:Animalis Works,LLC Resume and Portfolio Dharmesh Patel,NCarB Born in 1973,Naysari,India.Lives and works in Santa Fe,NM. Exhibitions and Presentations 2015 Public Art San Antonio—Capital Projects Artist Pool,San Antonio,TX Oklahoma City Pre-qualified Public ArtistPool Austin Film Studios(Finalist),Austin,TX 2014 Pressler Street Extension Art Project,Austin,TX E.Regional Public Library(Finalist),Ft.Worth,TX Colorado St. Streetscape Enhancement Project Phase 2,Austin,TX Ft. Worth Public Art Pre-Qualified Public Artist Registry,Ft.Worth,TX Rockwood Park Sculpture Project(Finalist),Ft. Worth,TX 2013 TEMPO Project,Austin,TX "W.E.S.T."West Austin Studio Tour with Fireseed Studio,Austin,TX 2012 Colorado St. Streetscape Enhancement Project,Austin,TX "E.A.S.T."East Austin Studio Tour with Fisterra Studio,Austin,TX 2011 Firestone Blvd. Streetscape Public Art(Finalist),Los Angeles,CA 2010 "Temporary Miracles",Downtown Austin Alliance,Austin,TX "Kraftwerk: The Power of Handcraft",Texas A&M,College Station,TX "MakerFaire NC",Durham,NC 2009 LA County Public Art Pecha Kucha,Los Angeles,CA "Small(though your heart is breaking)",Los Angeles,CA Avocado Heights Park Public Art(Finalist),Los Angeles,CA 2008 Parkfield Park Public Art(Finalist),Denver,CO Detroit Auto Show,Detroit,MI 2007 Daimler Financial Emerging Artist Exhibition,Berlin,Germany Art Forum Berlin: About Beauty,Berlin,Germany Project Gallery—"Function",Ann Arbor,MI Cranbrook Art Museum—"Degree Show Exhibition",Bloomfield Hills,MI "X-Change Exhibition",Wayne State University,Detroit,MI 2005 "Unit: Dive Into Reception",Cranbrook Forum Gallery,Bloomfield Hills,MI 2004 The National Building Museum,"Pentagon Memorial", Washington,DC Awards/Collections Daimler Financial Services Art Collection Daimler Financial Services Emerging Artist Award Maxine and Stuart Frankel Collection Ralph and Jean Graham Collection Cate Strumbos Collection Education The Cranbrook Academy of Art,Bloomfield Hills,MI Master of Architecture,2007 Architecture Department The Cooper Union for The Advancement of Science and Art,New York,NY Bachelor of Architecture,2000 The Irwin S.Chanin School of Architecture Publications Wolff,Laetitia,et al."Learning Curves."Surface Magazine—Issue 68 Fall 2007:p. 226 Sterling,Bruce."Router Aesthetics."Maake Magazine—Issue I I Fall 2007:p.24-25 Agreement Between the City of Fort Worth and Page 17 of 27 Animalis Works,LLC,for Preliminary Design of Public Artwork Execution Copy 8/13/18 Autumn Ewalt,Born in 1975.State College,PA.Lives and works in Santa Fe,NM. Born in 1973,Naysari,India.Lives and works in Santa Fe,NM. Exhibitions and Presentations 2015 Public Art San Antonio—Capital Projects Artist Pool, San Antonio,TX Oklahoma City Pre-qualified Public Artist Pool Austin Film Studios(Finalist),Austin,TX 2014 Pressler Street Extension Art Project,Austin,TX E.Regional Public Library(Finalist),Ft.Worth,TX Colorado St. Streetscape Enhancement Project Phase 2,Austin,TX Ft.Worth Public Art Pre-Qualified Public Artist Registry,Ft. Worth,TX Rockwood Park Sculpture Project(Finalist),Ft. Worth,TX 2013 RTD Rail Perry Street Station(Finalist),Denver,CO "i see you/you see me"TEMPO Project, Gaines Creek Park,Austin,TX "W.E.S.T."West Austin Studio Tour with Fireseed Studio,Austin,TX Public Art San Antonio—Capital Projects Artist Pool,San Antonio,TX 2012 Colorado St. Streetscape Enhancement Project,Austin,TX "E.A.S.T."East Austin Studio Tour with Fisterra Studio,Austin,TX 2011 Firestone Blvd. Streetscape Public Art(Finalist),Los Angeles,CA 2010 "Temporary Miracles",Downtown Austin Alliance,Austin,TX 2007 "Cranbrook Graduate Thesis Exhibition."Cranbrook Art Museum,Bloomfield Hills, MI "7 Kroner",Cranbrook, Forum Gallery,Bloomfield Hills, MI 2005 "Just a Squirrel Trying to Get a Nut",Cranbrook Forum Gallery, Bloomfield Hills, MI "Sugar",Cranbrook Forum Gallery, Bloomfield Hills,MI "Chicrits—Legs and Breasts,"Louise Hopkins Underwood Center for the Arts,Lubbock,TX 2004 "Chicrits—Making Tracks,"Texas Tech University,Studio Gallery,Lubbock,TX 2002 "14th San Angelo National Ceramic Competition,"San Angelo Museum of Fine Arts,TX 2000 "ASU Ceramics Invitational,"Angelo State University, San Angelo,TX Awards,Grants,Research 2006 Copenhagen,Denmark,Research grant provided by CAA Teaching Assistantship,Cranbrook Academy of Art Fanfare Scholarship,Cranbrook Academy of Art Tokyo,Kyoto,Osaka,Hakodate,Japan,Research grant,Anonymous 2005 Madrid,Spain,Research grant provided by CAA Fanfare Scholarship,Cranbrook Academy of Art 2000 Best of Show,TTU Annual Juried Undergraduate Competition Assistantship,Watershed Center for the Ceramic Arts Education 2007 The Cranbrook Academy of Art,Bloomfield Hills,MI,Master of Fine Arts,Ceramics 2001 Texas Tech University,Lubbock,TX,Bachelor of Fine Arts, Studio Art Residency 2001 New York State College of Ceramics at Alfred,Alfred,NY"Hothouse Floriculture"Summer Session 2000 Watershed Center for the Ceramic Arts,New Castle,ME 1999 New York State College of Ceramics at Alfred,Alfred,NY. Summer Session Professional Activities Co-Founder of Animalis,Austin,TX Artist INC Fellow,Austin,TX Creative Capital Workshop Participant,Laguna Gloria Museum,Austin,TX Agreement Between the City of Fort Worth and Page 18 of27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 a CF s �:v.�y�*.t�n �< .4 ,a �,r r�i T, �Wirg` .".; �S••[[ '�5� �t r { ? -�W''* �4•,;5'4. -`• �Ys - � F #'3 r^Lj��{�� � �y�■ray' � ;4 i;,y,.t` .'�`" � * 115 rr� 1 h,Kz_r i��-��� �'•'""'t .. • 1- 1"si+.;11 z• .0 s�' Ft;, rti" i�+� yvv�.;.,y¢y2 s} N� "? �'� A�ti h�h� k''�.; `�rja^"�l.i���:�����a 1 � i• �hc�(icr � .�,-5�� �} j5'� � .�'�-.,�:,.!,w..,-' �",# d r ¢k k a 'r -r • • y y _ y ' r n'r • y r � • • • •y Exhibit B: Project Outline 2YTAV Northwest Community Park Public Art Project Outline 4 ', �'�' wogw'1'-'f�"'R.Sl■ ,off• � ��' � rte, ,. • . BACKGROUND AND HISTORY The Northwest Community Park was identified.in the Public Art Plan for the 2014 Bond Program as a location for public art. The City is developing a new park in north Fort Worth that will ultimately include sports playing fields,a fishing/boat dock,trail system,public pavilions, playscape and a dog park. Implementation of the park's master plan is broken into phases,and the City is currently constructing phase 2,and other phases will be implemented in the future as funding becomes available. Current construction includes trails, ballfields,and a fishing/canoe launch. PUBLIC ART BUDGET The Public Art Plan for the 2014 Bond Program designated$138,600 in 2%public art funds for the Northwest Community Park.The project was included in the Fort Worth Public Art Fiscal Year 2018 Annual Work Plan,adopted by City Council on October 17,2017(M&C G-19139). PUBLIC ART SITE AND APPROACH The Northwest Community Park is located at 8575 Blue Mound Road, Fort Worth,76137(Council District 7), in far north Fort Worth,south of Highway 287,on Hidden Lake Road,and just southwest of the Bureau of Engraving and Printing. Previously, a large piece of privately-owned land containing a small lake,the surrounding area is sparsely developed with residential neighborhoods,and the park will serve the greater northwest region of Fort Worth. The park's master plan shows the park split into two main areas—sports fields and nature areas. The sports fields will primarily be used by citizens across the area that visit the park only during sporting events,while the nature-focused areas will likely be used by local residents that spend more time on the trails and other Agreement Between the City of Fort Worth and Page 20 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 park amenities such as pavilions and fishing area. As such, it is suggested that the artwork be located among the nature-based areas of the park. At their meeting on April 4,2018,the Project Core Team discussed their interest in artwork that invited exploration both within the park and of its history.They shared a desire for work that was not only visually pleasing but also functional, providing an amenity to the growing park that would be engaging to families. Considering the vast,open area of the park,the Project Core Team suggests a series of pieces spread out to accommodate the number of visitors. ARTIST SELECTION PROCESS SELECTION PANEL MEETING#1 FWPA staff shall present a pool of 6-8 qualified artists from the Fort Worth Public Art Pre-Qualified List of Artists.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 3 finalists and one alternate. SELECTION PANEL MEETING#2 The Artist Selection Panel shall interview each of the three artists individually.The Panel may then ask questions about their professional experience and related work.The Panel will then recommend one artist and one alternate for the project. Upon the FWAC's approval of the Panel's recommendation,a Preliminary Design contract will be executed with the selected artist. MEETING FACILITATOR: Michelle Richardson, Public Art Project Manager,Arts Council of Fort Worth and Tarrant County ARTIST SELECTION PANEL(Voting) 1. Council Member Dennis Shingleton,District 7 2. Jason Kayser, Elected Project Core Team Member,District 7 3. Dawn Hall, Elected Project Core Team Member,District 2 4. William Campbell, Fort Worth Art Commissioner S. Adam Palmer, Fort Worth Artist 6. Alicia Eggert,Artist and Sculpture Professor at UNT 7. Sarita Westrup,Artist, Educator,and Collaborator ADVISORS(Non-voting) 1. Jeffrey Davis, Park and Recreation Advisory Board, District 7 2. Bryan Lyness, Parks and Community Services,City of Fort Worth 3. Other Project Core Team Members 4. Others as may be appropriate TIMELINE(Subject to change) Project Core Team Orientation April 4, 2018 Project Outline Approved April 9, 2018 Selection Panel Meeting#1 May 9,2018 Selection Panel Meeting#2 (interviews) June 4,2018 FWAC approval June 11,2018 Preliminary Design Contract execution with artist June 2018 .Agreement Between the City of Fort Worth and Page 21 of 27 Animatis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 Exhibit C: Site s Costco Wholesale Q US Treasury Department a _ qW N Tarrant Pkwy N- Harmon Rd 8575 Blue Mound Road 'c - 16 AWEr� Agreement Between the City of Fort Worth and Page 22 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 Exhibit D: 1111d gel Form FORT WORTH P U 00C ART P ROJECT BUDGET Please complete this form and attach a signed receipt 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 a'tacned. ARTIST'S FEE TRAVEL (For artists who live more than 50 miles from Fort Worth) Airfare Car Rental Per Diem Expenses at S. _per day Mileage at= per mile INSURANCE Auto/Hired Vehicle Liability General Liability for Artist/Subcontractors Workers Comp./Employers 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 3 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* Landscapingllrrigation• Electrical Modifications' Water Work/Mechanical Devices Other* (Revised May 2011) Agreement Between the City of Fort Worth and Page 23 of 27 Animahs Works,LLC.for Pretiminary Design of Public Artwork Execution Copy 8/13/18 Water W o"echanical Devices Other' Coat krcreeass?:Pmocted kraesse In Coat Si%Preparation 12 Months In Future TRANSPORTATION Materials to Fabrication Site* Finished Work to Installation SMs' Other Cost Incresses?.Projected Increase In Coat Tmaspontation 12 Maths In Futxe BASE MOUNTING Base Maratirg Devices and Cornponema Faatdm*xvT,aotkrg 0trer Cast Increases?.Projected Increase In Coat MountxVFootlng 12 Maths In Future INSTALLATION COSTS (Ccets must Include allowance for after houm krsta9etim,it applicable,Phase attach s complete bat sf egAprneM and Individual estknales with this form) Subcontracted Labor' ScsHokdlrV Eouprnert Rental related to kwdstW O"Auty Pafl llecudty' Traft Barriers' Slarags FacYiEy Ra nimir city Pamha Dlspky Devices R"VmaftV Site lieetora low Other Cosi krreaaee?.Projected Increase In Cost Installation 12 Maths In Future LIGHTING Designers' Fixtures' 0~ Site Preparstime Installation' Cost Increases?:Projected Incmese In Coat LiglAi g 12 Maths In Futxe GRAND TOTAL ii[KMtling proleaetl com Increase,If arty) Please make any necessary notes here: Propmd By: DM: Agreement Between the City of Fort Worth and Page 24 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 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 Page 25 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 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 Page 26 of 27 Animalis Works,LLC.for Preliminary Design of Public Artwork Execution Copy 8/13/18 Exhibit F: Sales Tax Exemption �-a:nta�sore} TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION Name of purchaser,fian of agency City of Fart Worth,Texas _- — - -- nddreaa{Sires!8 number,P.O.Bax or Route number) �Phone{Ives case and number) 200 Texas Street J 817.392-8360 7-Ay.stem,ZIP ibda _..,. 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: All Vendors Street address: City,State,ZIP code: Description of items to be purchased or on the attached order or invoice: All Items except motor vehicles as listed below Purchaser claims this exemption for the following reason: Municipality,Governmental Entity I understand that I will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with the provisions of the Tax Code and/or all applicable taw. I understand that it is a criminal offense togivo an exemptkmcoffiicale to the sellerfor taxable items that I know,at the time of purchase, will be used in a mannerotherthan that expressed in this certificate,and dapending on the ammntoftex evaded,the offense may range from a Class C misdemeanor to a felony of the second degree. i PurchaserDate here` Finance Director/CFO January 3,2017 NOTE: This certificate cannot be issued for the purchase,lease,or rental of a motor vehicle. THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID. Sales and Use Tax"Exemption Numbers"or"Tax Exempt"Numbers do not exist. This certificate should be furnished to the supplier.Do not send the completed certificate to the Canptroiler of Public Accounts. Agreement Between the City of Fort Worth and Page 27 of 27 Animalis Works,LLC,for Preliminary Design of Public Artwork Execution Copy 8/13/18