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Contract 55140
N G7 SEGRErAR JQN-7 wnR� AGREEMENT BETWEEN THE CITY OF FORT WORTH AND JULIE RICHEY MOSAICS, LLC FOR FINAL DESIGN FOR NORTH ANIMAL CONTROL AND SERVICE CENTER CAMPUS PUB LIC ART PROJECT ��h 20a1 This Agreement, entered into this day of j(,111qaK4 ,_Re-ze, by and between the City of Fort Worth, a home-rule municipal corporation of the State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and Julie Richey Mosaics, LLC located at 518 West Davis Street#6, Dallas, Texas 75208,acting by and through its duly authorized manager, Julie Richey The C ty 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 C de 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 Mork 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 has completed work on a North Service Center and is designing and constructing a North Animal Control Center on a campus located at 301 Hillshire Drive, in Council District 7, ut lizing funds from the 2014 Bond Program and the 2018 Bond Program; WHEREAS, City has set aside funds to design and commission public art/design enhancements in conjunction with the North Service Center and North Animal Control Center projects allocated fr the 2014 Bond Program as part of the Public Art Plan for the 2014 Capital Improvement Program, adopted by the Fort Worth City Council on October 21, 2014, (M&C G-18339)and from the 2018 Bond Program qs part of the Public Art Plan for the 2018 Capital Improvement Program, adopted by the Fort Worth City C uncil on October 16, 2018 (M&C G-19401) . The project was included in the Fort Worth Public Art Fisca Year 2021 Annual Work Plan,adopted by the Fort Worth City Council September 22, 2020(M&C 20-0678) WHEREAS, on January 18, 2020, the City entered into a contract with Artist to develop a Preliminary Design for the Site(Fort Worth City Secretary Contract No. 53438); WHEREAS, on August 10, 2020, the Fort Worth Art Commission("FWAC") approved theArtist's Preliminary Design, and recommended that the Artist develop a Final Design based upon the Preliminary Design for public artwork to be incorporated into the Site; WHEREAS, City and Artist wish to set out the terms and conditions under which said Work shall be designed to promote the integrity of Artist's ideas and statements as represented by the Work; NOW, THEREFORE, City and Artist for and in consideration of the covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as follows: FOFFIMIL RECDR® Agreement Between the City of Fort Worth and CREVARY Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY T11,TX ARTICLE 1 DEFINITIONS As used in this Agreement,the following terms shall have the meanings as set forth below: 1.1. Agreement — Means and includes this agreement between the City and Artist fig Final Design of Public Art for the Site. 1.2. Artist—Means and includes Julie Richey Mosaics,LLC. 1.3. Artwork Design — Means and includes the Preliminary Design and Final Design of the Work, which is defined in 1.3a and 1.3.b below: i 1.3.a. Preliminary Design — Means all preliminary drawings, sketches, narrative descriptions, budget estimates, and the like that are created by Artist in connection wi h Fort Worth City Secretary Contract No. 53438, depictions of which are attached hereto as Hxhibit "A"and incorporated herein for all purposes. 1.3.b. Final Design—Means Artist's final, proposed design of the Work for the Site, which is based upon the Conceptual Proposal and includes, but is not limited to, all final dra 'ngs, sketches, prototypes, maquettes, models, and the like that may be created by Artist in connection with this Agreement, or the like that are related, directly or indirectly„ to the Work and shall include Artist's specifications for fabrication and installation of the Work. 1.4. Contract Manager — Means and includes the Arts Council of Fort Worth and Tarrant County, Inc., and/or its officers, directors, employees. 1.5. City—Means and includes the City of Fort Worth. 1.6. Effective Date — Means and includes the date represented in the first paragraph of this Agreement. 1.7. Final Design Deliverables—Means and includes those items set forth in Article 2.4 f this Agreement that are required for City's review and approval. 1.8. Parties—Means and includes City and Artist. 1.9. Project — Means and includes the capital improvement or public art development undertaking of City at the North Animal Control and Service Center Campus, for which Artist's services are to be provided pursuant to this Agreement. A project outline attached hereto as "Exhibit 13" describ s the parameters and expectations of the project. 1.10 Project Consultant — Means and includes City's design consultants, PGAL, for the orth Animal Control Center. 1.11. Project Core Team—Means and includes the group of community members, generally 5-7 individuals, who are invited by the City Council Member to provide input on the project for its duration, in accordance with the Fort Worth Public Art Master Plan Update,page 23. Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 2 of 32 1.12. Project Stakeholders — Means and includes the appropriate City Council Member s), the North Animal Control and Service Center Campus Project Core Team, the Artist Selection Panel, the FWAC's appointed representative, City staff, and others as may be appropriate. 1.13. Site — Means the Means the North Animal Control and Service Center Campus at 301 Hillshire Drive,Fort Worth,Texas,76052,attached hereto as"Exhibit C." 1.14. Work—Means and includes the finished objects of art and design that are the subject of this Agreement, or any intermediary stage of completion of such works. ARTICLE 2 SCOPE OF SERVICES AND DELIVERABLES 2.1. Artist Selection. City and Artist acknowledge that the Preliminary Design submitted by Julie Richey Mosaic , LLC was approved by the FWAC on August 10, 2020 and is the basis for executing this Agreement w th the Artist. 2.2. Scope of Services. a. Artist shall perform all services and will furnish all supplies, materials, and equipment as necessary for developing a Final Design of the Work and for providing the Final Design Deliverables. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. b. Artist shall determine the artistic expression, scope, design, color, size, material, and texture of the Work, subject to review and input from Project Stakeholders and approval by City as set forth n this Agreement. City may request changes to the Artwork Design from time to time under this Agreement, and Artist will accommodate City's requests. C. The location at the Site on which the Work shall be installed shall be mutually agreed upon b City and Artist prior to installation. d. Artist, upon request of Contract Manager, shall provide information and/or attend meetin&- with appropriate City staff for purposes of risk assessment, safety review, siting of the Wort, and permitting. e. Artist shall meet and coordinate with Project Consultant, City staff, and others, as necessary, to integrate the Work into the Site in terms of structural support, electricity, or other infrastructure needs to support the Work. f. Upon request of City, Artist shall consult with a qualified art conservator and shall provide lAritten maintenance recommendations for the Work from said conservator to the Contract Manager. g. Upon request, Artist shall present the Preliminary Design as part of a Project Consultant bu lding design public community meeting. Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 3 of 2 h. Artist shall present the Final Design to the FWAC for joint review with the Project Core Team, other Project Stakeholders, the appropriate City staff, and for the FWAC's approval at a reggplarly scheduled FWAC meeting with a date and time mutually agreed upon. The Final Desig shall subsequently be shared with City boards or commissions, as appropriate. i. Artist shall allow video recording and photography of their participation during activities rel ted to this project such as presentations and meetings. 2.3. City Assistance. Upon request by Artist, City shall promptly furnish all information and materials required by Artist to the extent that such materials are available. City, upon request by Artist, shall also provide correct scaled drawings of the Site, if available. 2.4. Final Design Deliverables. a. Within three (3) months after the Effective Date, Artist shall provide services and all su plies, materials, and equipment necessary to provide certain deliverables, as set forth in this Article 2.4 to City for approval. Final Design Deliverables shall consist of the following: i. Detailed, design illustrations for the Work for the Site, which shall be in a high-resolution digital format, such as JPEG or TIF files, showing the proposed Work from multiple vwitage points with at least one illustration showing the Work's size and placement in relation to the Site; ii. An artist statement, which may include but is not limited to the following topics:the c verall philosophical approach of the work, how the artwork relates to or engages viewers n the community, what influenced the Artwork Design, how techniques or materials relate; o the content of the work, and how the work relates to the Artist's studio practice. iii. A final written narrative for the Work, describing the following: (1) Artist's Final ' esign concept; (2) Timeline for completion, proposed materials, fabrication, installation methods for all elements of the Work, including information regarding Artist's subcontractor s), if any; and(3)Maintenance requirements for all elements of the Work as dictated by the ist, along with cost estimates for annual maintenance; iv. Material or fabrication samples and/or model for the Work, as deemed necessary by the Artist; V. A detailed final budget, on the budget form attached hereto as Exhibit "D, for implementation of the Work in an amount not to exceed $335,235.00 reflecting total costs and inclusive of remaining artist's fee of$29,566.00, materials, labor, fabrication, travel, transportation, construction, insurance, footings, installation, all associated costs for the Work, and a contingency of$36,490.00; Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 4 of 2 vi. Comprehensive working drawings, detailing the means of installing all elements of the Work on the Site, together with other such graphic material to permit City to carry out structural design review. Professional Liability Insurance is required in all circumstances foron-site artwork requiring engineering and/or architectural services. City will conduct a rev ew of structural design and other related graphic material prior to installation of the: Work. Upon City's request, drawings must be signed and stamped by an engineer and/or ar hitect licensed to work in the State of Texas. Artist will provide the Contract Manager a Cerlificate of insurance for each licensed professional and provide City with a thirty(30) calendar day notice of cancellation of any policy required hereunder. The City's insurance requirements are attached hereto as"Exhibit E"; and vii. Artist shall provide the Final Design presentation materials in PowerPoint :format: to the Contract Manager to become part of the City of Fort Worth Public Art archive owned by City. All documents, models, and/or drawings will be retained for archival and exh bition purposes. b. Deliverables shall be submitted to the Contract Manager three (3) weeks prior to the sch duled Final Design presentation for staff review. 2.5. Final Design Review. a. Upon completion and submission of the Final Design Deliverables and acceptance by Contract Manager, Artist shall present the Final Design to the FWAC for joint review with the Projecl Core Team, other Project Stakeholders, the appropriate City staff, and for the FWAC's approval at a regularly scheduled FWAC meeting with a date and time mutually agreed upon. The Final Design shall subsequently be shared with City boards or commissions, as appropriate. b. City shall notify Artist of its approval, or disapproval, of the Final Design, either in whole or ii1i part, within thirty(30)business days of Artist's presentation to the FWAC. C. If City disapproves of the Final Design, either in whole or in part, then City shall inform Ar ist of each revision to be made to the Final Design. City may require Artist to make such revisions o the Final Design as City deems necessary in its sole discretion and/or for the Work to comply with applicable statutes, ordinances, or regulations of any governmental regulatory agency hiving jurisdiction over the Site for reasons of safety and security. d. Artist shall have thirty (30) calendar days from the date City informed Artist of the revision s) to present the revised Final Design in conformance with City's requirements. e. If City disapproves of the resubmitted Final Design, any further Final Design resubmission will be by mutual agreement of the Parties and subject to the procedures and terms in this Article. f the Parties desire not to continue with the resubmission process, then this Agreement will automat cally Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 5 of 32 terminate, with payment for work performed per the payment schedule in Article 3 tap through the date of termination. (see Article 4.4.d) f. Upon City's approval of the Final Design, any revisions made to a City-approved Final Design shall become part of the Final Design. Artist shall incorporate any City-approved revisions into t Final Design in conformance with City's requirements. g. Artist's Final Design and all other work product under this Agreement shall become the pror erty of City,without restriction on future use(see Article 6). h. Upon the expiration of the Term (hereinafter defined) of this Agreement, if the Final Design is accepted by City and funding is appropriated by the Fort Worth City Council, negotiations for fabrication, delivery, and installation of the work shall commence, which shall become part of the deliverable under any anticipated artwork commission contract. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation. Total compensation to Artist under the Agreement shall be in an amount of up to TWENTY-NINE THOUSAND, SEVEN HUNDRED DOLLARS AND NO CENTS ($29,700.00), which shall constitute full compensation for any and all costs associated with this Agreement, including, but not limited to, A xtist's fee of$19,700.00,travel, engineering, material sample mock ups and consulting fees and services per rmed and materials furnished by Artist under this Agreement. 3.2. Payment Schedule. City agrees to pay Artist in the following installments set forth below, each installment to rep esent full and final, non-refundable payment for all services and materials provided prior to the du date thereof. a. FIVE THOUSAND DOLLARS AND NO CENTS($5,000.00)upon execution of this Agree ient. b. FIVE THOUSAND DOLLARS AND NO CENTS ($5,000.00) within thirty (30) calendar days after Artist submits the Final Design Deliverables as required under Article 2.4 of this A;greeme t. C. FOUR THOUSAND DOLLARS AND NO CENTS ($4,000.00) within thirty (30) calendar days after Artist makes a presentation of the Final Design to the FWAC,the Project Core Team, and other Project Stakeholders. d. FIVE THOUSAND, SEVEN HUNDRED DOLLARS AND NO CENTS ($5,700.00)within thirty (30)days after the City notifies the Artist of its approval of the Final Design. e. City will provide an allowance of up to TEN THOUSAND DOLLARS AND NO CENTS ($10,000.00) for engineering, material sample mock-ups, and conservator or other consulting fees as necessary. Such payment shall be made for actual services rendered only and upon receipt of an Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 6 of 2 invoice from Artist with the original invoice (a retainer fee of up to 50% is allowed) for such services attached. 3.3. Sales Taxes. City is a tax-exempt organization and no state or local sales taxes or federal excise taxes shall be due upon the project. City shall supply Artist with the "Texas Certificate of Exemption" in substantially the same form as that attached hereto as Exhibit"F"for use by Artist in the fulfillment of this Agreement. 3.4. Artist' Expenses. Artist shall be responsible for the payments of all expenses incurred during the performance of this Agreement, including, but not limited to, services, materials, mailing/shipping charges and insurance on submissions to City, cost of all travel, and costs for Artist's agents, consultants, and/or employees necessary for the proper performance of the services required under this Agreement. ARTICLE 4 TERM AND TERMINATION 4.1. Term. This Agreement shall be in effect from the Effective Date, and,unless terminated earlier pursi tant 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. 4.3. Termination for Cause. If either party to this Agreement shall fail to fulfill their obligations in accordance with the tei ms 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, subjtct to written notice submitted thirty (30) calendar days before termination, specifying the grounds for termination. Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 7 of 2 b. If the termination is for the convenience of City, City shall pay Artist for services actually rendered up to the effective date of termination in accordance with Section 3.2 of this Agreement, and Artist shall continue to provide the City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon Artist's receipt of payment in fu.l of all monies due for services provided up to the effective date of termination, City shall have the fight at its discretion to possession and transfer of title to the sketches, designs, and models already piepared and submitted or presented for submission to City by Artist under this Agreement prior to the effective date of termination, provided that no right to fabricate or execute the Work shall pass to City. C. If termination is for the convenience of Artist, City shall have the right, in its sole discretion, to pay Artist for services actually rendered up to the effective date of termination in accordance with Section 3.2 of this Agreement or require the Artist to remit to City a sum equal to all payments (if any)made to the Artist pursuant to this Agreement prior to termination. If City chooses to pay Artist, then all work product produced by Artist under this Agreement, including but not limited to fi ished and unfinished drawings, sketches, photographs, models, and designs, up to the effective &te of termination shall be come property of the City. d. If termination is by mutual agreement of the Parties as set forth in Article 2.5, then City sh ll pay Artist for work performed in accordance with Section 3.2 of this Agreement up through the date of termination. City shall have the right to possession and transfer of all work product produced by Artist under this agreement including,but not limited to, finished and unfinished drawings, skc tches, photographs, models, and designs up to the effective date of termination. 4.5. Incapacity of Artist. a. In the event that Artist becomes incapable, legally or atherwise, of performing its duties Emd1or obligations under this Agreement, City shall have the right to terminate this Agreement on pa ment to Artist or Artist's successors for all work and services performed prior to incapacity. All fi 'shed and unfinished drawings, sketches, photographs, models, and any other work shall automatically become property of City. b. Should Artist's Final Design have been approved, in the event of termination under this Article 4.5, City shall have the right to complete the Work. Due regard shall be made for Artist's intended results and proper credit and acknowledgement shall be given to Artist. ARTICLE 5 DISPUTE RESOLUTION If either Artist or City has a claim, dispute, or other matter in question for breach of duty, obliga ions, services rendered or any warranty that arises under this Agreement,the Parties shall first attempt to resolve these Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 8 of 2 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 disp to and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach, or other matter in question that may arise out of, or in connection with this Agreement. If the Party fails to resolve the dispute within sixty(60)calendar days of the date of receipt of the notice of the dispute, then the Parties may submit the matter to non-binding mediation upon written consent of the authorized representatives of both parties in accordance with Chapter 154 of the Texas Civil Practi a 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-fie(45) calendar days following the date of request, except upon Agreement of the Parties. In the event City and Artist are unable to agree to a date for the mediation or to the identity of a mutually agreed mediator within t ' y(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 agrcement 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 comfitutes consent to sue. If the Parties cannot resolve the dispute through mediation,then either party shall have th right to exercise any and all remedies available under law regarding the dispute. (See Article 4.3) ARTICLE 6 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 6.1. Title. Title to the Work, including, but not limited to, all documents, models and/or drawings that constitute Dr are components of the Work and/or the Artwork Design, shall pass to City upon Final Acceptance and payment for the Work or pursuant to the applicable termination provision of this Agreement. These docur,3ents, models and/or drawings will be retained for archival and exhibition purposes. Artist's Artwork I)%ign, Work, and all other work products under this Agreement shall become the property of City, w thout restriction on future use, except as provided below. 6.2. Copyright Ownership. Artist retains all rights under the Copyright Act of 1976, 17 U.S.C. Section 101 et seq., as the sole autl or of the Work for the duration of the copyright. 6.3. Reproduction Rights. a. In view of the intention that the Artwork Design and the Work be unique, Artist shall not malk any additional exact duplicate reproductions of the Artwork Design or the Work, nor shall Artist grant Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 9 of 2 permission to others to do so except with the express written permission of City. However, nothing herein shall prevent Artist from creating future artworks in Artist's manner and style of artistic expression. b. By execution of this Agreement, Artist grants to City an exclusive, perpetual, royalty fr e, and irrevocable license to graphically depict or publicly display the Artwork Design and Work ibr any non-commercial purpose whatsoever. For purposes of this limitation, any graphic depic 'on or display of the Artwork Design and/or the Work intended to promote or benefit City, its public services or its public purposes,regardless of whether or not a fee is charged to the public,or kAhether revenue is otherwise received by City,shall be deemed a non-commercial purpose. Notwithstanding the above limitation, Artist agrees and understands that nothing in this paragraph shall affect r limit City's absolute, unrestricted rights incidental to City's full ownership of the Work to alter, c ange, modify, destroy, remove, move, replace, operate, maintain, transport, sell or transfer, in whole or in part, the Work when City deems it necessary within its discretion, in order to otherwise a ercise City's powers and responsibility in regard to public works and improvements, in furtherance of City's operations or for any other reason. C. All reproductions by City shall contain a credit to Artist and a copyright notice substantially in the following form: "©date,Artist's name." d. Unless notified otherwise by City, Artist shall use Artist's best efforts in any public; show ng or resume use of reproductions to give acknowledgment to City in substantially the following form: "an original artwork commissioned by and in the public art collection of the City of Fort Worth, Texas." e. Artist may, at Artist's expense, cause to be registered with the United States Register of Copytights, a copyright in the Work in Artist's name. £ City is not responsible for any third-party infringement of Artist's copyright and not responsible for protecting the intellectual property rights of Artist. ARTICLE 7 WARRANTIES OF TITLE AND COPYRIGHT Artist represents and warrants that: a. Artwork Design and/or Work shall be the original product of the Artist's sole creative efforts. b. Artwork Design and/or Work is and will be unique and original, and does not infringe upon any copyright or the rights of any person; C. Artist has not sold, assigned, transferred, licensed, granted, encumbered, or utilized the Artwork Design and/or Work or any copyright related thereto that may affect or impair the rights gr inted pursuant to this Agreement; d. Artwork Design and/or Work(or duplicate thereof)have not been accepted for sale elsewhere; Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 10 of 2 e. Artist has the full power to enter into and perform this Agreement and to make the grant o 7rights contained in this Agreement; and f. All services performed hereunder shall be performed in accordance with all applicab:f 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 nol as an officer, agent, servant or employee of City. Artist shall have exclusive control of, and the exclusive Tight 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. . othing herein shall be construed as creating a partnership or joint venture between City and Artist, his/her o ficers, agents, employees and subcontractors, and doctrine of respondent superior has no application as b tween City and Artist. ARTICLE 9 INDEMNIFICATION 9.1. General Indemnity. a. ARTIST COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, OLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS,JUDGMENTS,ACTIONS, CAUSES OF ACTION, L ENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS, DEMAjNDS, 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 RECO' RY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHK ER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM ANY ACTS, ERR RS, OR OMMISSIONS OF ARTIST AND/OR ARTIST'S SUBARTISTS AND CONTRACTORS AND THEIR RESPECTIVE OFFICERS,AGENTS,EMPLOYEES,DIRECTORS,MEMBCRS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT. Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 11 of 2 b. Artist agrees to and shall release City from any and all liability for injury, death, damage, or loss to persons or property sustained by Artist in connection with or incidental to performance unc er this Agreement. C. Artist shall require all of its subcontractors to include in their subcontracts a release and inderr nity 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 fi iancial 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 OLD HARMLESS CITY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMA,GES, ACTIONS, OR EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO,ATTORNEY'S FEES, TO WHICH THEY MAY BE SUBJECTED ARISING Ot T OF CITY'S USE OR POSSESSION OF THE WORKS BY REASON OF AN ALLEGED OR ACTUAL COPYRIGHT VIOLATION OR OTHER LACK OF OWNERSHIP, AUTHORSHIP, OR ORIGINALITY.City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of Artist. ARTICLE 10 EQUAL OPPORTUNITY a. Artist shall not discriminate against any employee or applicant for employment because of age, disability, race, color, religion, sex, sexual orientation,mational origin, familial status, transg nder, gender identity, or gender expression. Artist shall take affirmative action to ensure that empl yees are treated equally during employment, without regard to their age, disability, race, color, rel gion, sex, sexual orientation, national origin, familial status, transgender, gender identity, or g nder expression. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, transfer, recruitment or pay or other forms of compensations, and selection for training, including, but not limited to, apprenticeship. Artist agrees to post in conspicuous places, available to employees and applications for employment, notices to be provided by the City setting forffi the provision of this nondiscrimination clause. b. Artist shall in all solicitation or advertisements for employment placed on or on behalf of the Amist, state that all qualified applicants shall receive consideration for employment without regard to race, Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 12 of 1 2 color, religion, sex, sexual orientation, national origin, familial status, transgender, gender identity, or gender expression. C. Artist shall furnish all information and reports requested by City, and shall permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with such rules and regulations. d. In the event of Artist noncompliance with the nondiscrimination clauses of this Agreeme t, this Agreement may be canceled, terminated, or suspended in whole or in part, and Artist may be debarred from further agreements with the City. ARTICLE 11 MISCELLANEOUS 11.1. Compliance. Artist shall comply with all Federal, state and local statutes, ordinances and regulations applicable to the performance of Artist's services under this Agreement. 11.2. Entire Agreement. This writing embodies the entire agreement and understanding between the Parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof'that are not merged herein and superseded hereby. 11.3. Amendments. No alteration, change, modification or amendment of the terms of this Agreement shall be v lid or effective unless made in writing and signed by both parties hereto and approved by appropriate action of the City. 11.4. Waiver. No waiver of performance by either party shall be construed as or operate as a waiver c�f any subsequent default of any terms, covenants,zpAAanditions 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 de ctive 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 f this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the nited 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 Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 13 of�2 prior written consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of City and Artist and their respective successors and permitted assigns. 11.7. No Third-Party Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of City and Artist,and any lawful successor or assign, and are not intended to create any rights, contractual or otherwise, to an other person or entity. 11.8. Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the v lidity, 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 w ther; governmental restrictions, regulations, or interferences; fires; strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems; or any other circumstances which are reas nably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. 11.10. Contract Construction. The Parties acknowledge that each party and, if it so chooses, its counsel, have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or-exhibits hereto. 11.11. Fiscal Funding Out. If for any reason, at any time during any term of this Agreement,the Fort Worth City Council fails to appropriate funds sufficient for City to fulfill its obligations under this Agreement, City may terminate this Agreement to be effective on the later of(i) thirty (30) days following delivery by City to Artist of Mritten 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 Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 14 of 32 11.13. Right to Audit. Artist agrees that City will have the right to audit the financial and business records of Artist that relate to the Work(collectively "Records") at any time during the Term of this Agreement and for three (3) years thereafter in order to determine compliance with this Agreement. Throughout the Term of this Agreement and for three (3) years thereafter, the Artist shall make all Records available to the City at 200 Texas Street, Fort Worth, Texas or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. Artist shall require all of its subcontractors to include in their subcontracts a right to audit in favor of City in substantially the same form as described in this Article 11.13. 11.14. Certified MWBE. If applicable, Artist shall make its best effort to become a certified Minority Business Ent-,rprise (MBE) or Woman Business Enterprise(WBE) firm with a certifying agency whose certification is accepted by City under the City's Business Diversity Enterprise Ordinance. 11.15. Survival Provision. The provisions contained in Articles 4.5 (Incapacity of Artist), 6 (Ownership and Intel ectual 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 AgreeiT ent. 11.16. Counterparts and Electronic Signatures. tur_es. 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 facsi ile 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 dea*ines set forth in this Agreement. 11.18. Israel. If Artist is a company with ten (10) or more full-time employees and if this Agreement is for $100,000 or more, Artist acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and(2) wi I not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall ha the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. If applicable and this Agreement and Artist is considered a "company," by signing this Agreement, Artist certifies that Ai tist's Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 15 of 2 signature provides written verification to the City that Artist: (1) does not boycott Israel; and (2) ivill not boycott Israel during the term of the Agreement. ARTICLE 12 NOTICES All notices, requests, demands, and other communications which are required or permitted to be giver under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or eceipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return eceipt requested,postage prepaid, as follows: 1. CITY OF FORT WORTH: Fernando Costa,Assistant City Manager City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, TX 76102 Copies to: Sarah Fullenwider, City Attorney Office of the City Attorney 200 Texas Street, Third Floor Fort Worth, TX 76102 Martha Peters, Director of Public Art Arts Council of Fort Worth&Tarrant County 1300 Gendy Street Fort Worth, TX 76107 2. ARTIST: Julie Richey Mosaics, LLC Julie Richey .518 West Davis Street#6 Dallas, Texas 75208 (signature page to follow) Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 16 of 2 IN WITNESS HEREOF, the Parties hereto have executed this Agreement on the Effective Dat . CITY OF FORT WORTH Julie Richey Mosaics, LLC by: by:� _ Fernando Costa Julie Richey Assistant City Manager Manager Date: /16 Zzo,2i Date: 1 fZ Z-a 20 Z D 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. Q4�� Name: Alicia Labbe Title:Public Art Project and Capital Budget Manager APPROVED AS TO FORM AND LEGALITY: Thomas Royce Hansen Assistant City Attorney :} ATTESTED BY: sf •• �''W Mary Kayser ` -(b City Secretary Form 1295 Not Required Contract Authorization: M&C-No M&C Required Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 17 of 32 Exhibit A: Preliminary Design Artist's Narrative: I've known many rescued dogs and cats over the years, and the two traits they all share are gratitude and personality. I've tried to capture these unique individuals, who become treasured members of our families. Each animal form takes a custom shape,and many are in unexpected poses and colors, adding a sense of playfulness and curiosity our pets so often exhibit. Three gabion-style totems serve as entry point way finding art. Each totem is topped with a cat or dog, with the main mascot, "Chip"welcoming people with his friendly and playful face. The majority of mosaics proposed are two-sided, and therefo e will be viewable by visitors from both the central walkway and the Veterinary Clinic. Larger sculptures of "Murphy"and"Terra"can encourage visitors to explore the back terrace overlooking the pond, or take a "family portrait"with their new pets at the Adoption Center entrance. Inside the Adoption Center, a large wall features a custom-painted Texas prairie and blue sky, which serves as a backdrop for an original commission I'm calling"Raining Cats and Disco Dogs."In a nod to the Belgian surrealist painter Rene Magritte, cats perform twists and leaps; a dog jumps athletically to retrieve Frisbee disk. Three flat cat mosaics perch on the steel structural beams of the room, leading visitors towards the cat adoption room Scut. PT q\l 1 I F �"1(I( r •'„I 361 N[i81NEpiL — '/ iiirsl }� 1 }ry 1- t BLR0004EFAGE:��68F J: �i y r E3ffii1NGP61A/R.�,ma�v.,�'ri' f .' � ImrsLoIL°saw«+ 365HLd�M �r j wrv.a �` �'� f� ./ BlD6 COYBiAff 2$%SF - (. t!t /�. 3sttat33v1Ept - '' �•'_/ 1 t^-! fl --- - ------ BLRO.R ,. -I t Imrt8rll3.nRla / NENNB.BUNa( 363m WL ID t /f f-F-_ R�'� GRVBB.WSt4�248F. Fi.Nl.m ('if ;1 /�`J CEI(fER O0V9NDE2MW ` }}+ 1' 7+ 1NN191iRE CR. W-NS3G, It rN j/1'f ,� Kra -y j!�•p +1.�/ y i -Ij�`a trY' it,•S I1 �• .r=h_" _ J '� f 1"�� AalaNI a \\\ 1 1 RmrrY 1 YEIL#4�A��106 .S..r_'- l l.1SI `-S=(_ty4 \Rtt1_necnc (' t t r.�,, rm mwa$».says •r�'" ,'�'.; 1�4�.'1 I r r�fNns I.. 1 ti r 'i+ zr t 1 I rrrrr.w ;} t � _Tw ;• ( tR 1 rr t •,''.` t r 'rf-=1--.ram ..If0�� S Y \ / \ M Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 18 of 32 Location A—Entry Gabions c i N a A a A t 1 1 t ; c, _ 1 .r � J Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 19 of 2 Location B—"Giving Chase"Running Dogs V aas 16' . • Five dogs running along retaining wall • Sculptures are flat,2-sided with mosaic visible from front and back • Located above pedestrian walkway so users won't climb on them and dogs won't be able to relieve themselves on sculptures Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 20 of 32 Five dogs running along Ott � �"�.. r..."W°'".,y�,�.,r-..�„ tihrz'�.�.►�,'` .,...s'"�:li+''�'� �` . \�yyy1�4l4��� zy 7 a� f • g '�4 Sri Agreement , Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Location C—Blue Dog Selfie Bench ''w, ADOPflON UNTM ° �LUE Dc Lf I E 8F "-i=SEGr,- - ; • Flat panel mosaic dog sits at back of bench; can be made 3-D • Bench is wedge-shaped, 8' at front, 6' x 6' x 5' at sides and back. Limestone or wood top • Larger-than-life way finding marker WrAdoption Center Building • Attractive site for family setflesjqestaitoption Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 22 of 2 Location D—Interior Mural "Raining Cats and Disco Dogs", and Flat Cats i G 3� "Raining Cats and Disco Dogs" • Original Hand painted mural applied to blank wall, appx. 11 x 18' • Jumping,twisting cats and dog catching disk toy mid-air • Blue Texas sky with prairie beneath • Can accommodate flat screen and may furniture against wall Flat mosaic cats lounging around architectural elements of adoption center j a( p 3� Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 23 of 2 Location E—"Terra" ow 7h� _ Ys }. _ — � Rrwwiw9 Do3s • 5' tall, leaning against back railing. • Standing larger-than-life cat draws ' visitors to back side of facility • Additional selfie location • Can be made in 3-13 i Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 24 of 2 Exhibit B: Project Outline :ORT WORTH (Combined) North Animal Control and Field Operations Services Facilities Public Art Project Outline 1 •r..+ M ywwwp WOO 9M Opp 5 R MISWri M�Iggl� � / �_ North Animal Conti of Center North Field Operations Facility and Animaf Control Center Campus BACKGROUND AND HISTORY The North Field Operations Services Facility and the Second Animal Control Center projects were identified in the Public Art Plan for the 2014 Bond Program as a locations for public art; however, only design funds for the Second Animal Control Center were included. Funds to construct theAr&ml ContrGd Center were included in the 2018 Bond,aad the project was inched in the Public"Art Plan for the 2018 Bond Program. The City constructed the new North Field Operations Facility to house Transportation/Public Work; field operations crews and Equipment Services maintenance staff, along with a public drop-off center for residents disposing of household goods. The City is currently designing the North Animal Control Cent r for the site adjacent to the North Service Facility. Public art funds for both facilities are being combined to create more impactFul artwork within the City's campus. PUBLIC ART BUDGET For the North Field Operations Services Facility and the Second (North) Animal Control Center, the Public Art Plan for the 2014 Bond Program designated $141,800 in 2% public art funds. The Public Art Plan for the 2018 Bond Program, designated $270,000 in 2% public art funds for the North Animal Control Center. The total project budget for the campus is $411,800, including project management costs and continge Gies. The project was included in the Fort Worth Public Art Fiscal Year 2019 Annual Work Plan and Budget;which was adopted by the Fort Worth City Council on November 6,2018(M&C G-19412). Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 25 of 2 PUBLIC ART SITE AND APPROACH The North Field Operations Services Facility, Drop off Center, and Animal Control Center are/will be located in far north Fort Worth,just north of Highway 287, near the intersection of East Bonds Ranch Road an d Blue Mound Road. The area is sparsely developed with residential neighborhoods, and the facility will be adjacent to the back side of an anticipated new retail development. Public access to the service center site will be limited to a public entry area and refuse drop-off area; however, the public will have access to the majority of the North Animal Control Center grounds and buildings. At their meeting on April 11, 2019,the Project Core Team discussed their interest in artwork that ma serve as a way-finding element, helping citizens find the location and understand the purpose of the campus. Though the artwork could be comprised of multiple pieces, they shared the desire for a component of the artwork to be highly visible from the main entry. PROJECT CORE TEAM Jeffrey Bass, Bonds Ranch Dave Fancher,Tehama Ridge HOA Diana Mudwilder, Dorado Ranch HOA Cynde Rodriguez, Copper Creek HOA ARTIST SELECTION PROCESS SELECTION PANEL MEETING#1 FWPA staff shall present a pool of 5-10 qualified Texas-based artists from the Fort Worth Public Art Pre- Qualified List of Artists. Artists will be contacted prior to being considered by the Artist Selection Pa el, to ascertain their interest and availability. The Artist Selection Panel shall review the artists' qualifications and select 3 finalists and one alternate. Upon selecting the finalists, the Artist Selection Panel will recommend whether the finalists should be invited to create a conceptual proposal prior to the second Selection Panel meeting. ARTIST ORIENTATION The artist/finalists shall participate in an orientation on site, if possible, prior to Selection Panel Meet ng#2 to be further familiarized with contextual surroundings. The Artist Selection Panel and Project Core Team shall be invited to participate in the orientation. SELECTION PANEL MEETING#2 The Artist Selection Panel shall interview the three artist/finalists individually at this meeting and 0 ill be asked to address a series of questions about how they would approach the project. Alternatively,, f the artist/finalists have been asked to develop conceptual proposals, they will present them to the Nrtist Selection Panel and answer questions. After discussion, the panel will then recommend one artist an one alternate for the project. Upon the FWAC's approval of the Panel's recommendation, a design contra will be executed with the selected artist. ARTIST SELECTION PANEL(Voting) 1. Diana Mudwilder, Elected Project Core Team Member 2. Cynde Rodriguez, Elected Project Core Team Member 3. Sheila Hill, Fort Worth Art Commissioner 4. TBD,Arts Professional/Design Team Member 5. TBD, Local Artist Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 26 of 2 ADVISORS(Non-voting) 1. Mayor Pro Tern Dennis Shingleton,Council District 7 2. Tim Morton, Code Compliance Dept./Animal Control,City of Fort Worth 3. Ronnie Clements, Architectural Services,City of Fort Worth 4. Others as may be appropriate TIMELINE(Subject to change) Project Core Team Orientation March 27,2019 Project Outline Approved May 13, 2019 Selection Panel Meeting#1 Early June 2019 Selection Panel Meeting#2 (interviews) Late June 2019 FWAC approval July 2019 Preliminary Design Contract execution with artist July 2019 NOTE: Since Project Outline approval, Community Stakeholders have held additional discussions and added the following goals for the artwork: • The artwork should be engaging to visitors and interactive in some way • Rather than serve only as a wayfinding element, the work shall be located within 2 nd possibly throughout the Animal Control campus in publicly accessible pedestrian areas. • It is encouraged for the work to have conceptual depth and not be solely representational work featuring dogs and/or cats. Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 27 of 2 Exhibit C: The Site 301 Hillshire Drive, Fort Worth, TX 76052 REGIONAL MAP s Blue M"d Rd W & g� s Hamm Rd W SmWe Rench Rd W Nick&Rd Alliance Town Center Q SITE PLAN FF- Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 28 of 2 EXHIBIT D: BUDGET PROJECTARTIST AR'nsi' • • . r PROJECTPROJECT GET r •• r �. COSTS FEES INSTALLATION Artist design fee Transportation Professional fees Permits Engineer Site preparation/remediation Architect Footings/foundations Lighting Designer Electrical connections/modifications Conservator Labor Other Equipment rental SUB-TOTAL FEES Traffic control Security TRAVEL SUB-TOTAL INSTALLATION Transporation Lodging Per diem(meals and incidentals) OVERHEAD SUB-TOTAL TRAVEL Insurance(prorated) Studio assistant(hours x$per hour) FABRICATION SUB-TOTAL OVERHEAD Artist administration(hours x$per hour) Materials CONTINGENCY Artist labor(hours x$per hour) Labor GRAND TOTAL ARTIST Rentals(equipment,space,etc) PROJECT COSTS Storage SUB-TOTAL FABRICATION Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 29 of 32 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)ic 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' 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 SubconLraaizirs 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 exas 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 Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 30 of 2 Artist is responsible for providing the City a thirty day (30) notice of cancellation or non-renewal f any insurance policy and may not change the terms and conditions of any policy that would limit the sc pe 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 Slate 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 tat its insurance policy extends coverage to operations in the United States. All insurers must have a, mi imum 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 endorse nents thereto and may make any reasonable requests for deletion or revision or modifications of particular olicy 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 Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 31 of 32 EXHIBIT F: TAX EXEMPTION Texas Sales and Use Tax Exemption Certlf ation rfA awmw re dMMnuf requve a reurrt&*r fa be ems%%. ?4N*_vprceiw."y 0222W a!Fort Worth T#X88 A-1dFRn,%kWAn1MW.PO a kvf+t ti 41itw _. Yf� mc4 red ranh�rl 2N Tum Street ' 8�T 82=8S0D nrado Fort 1M1ror#t,Taft 76102 I.the prs2hmw na mad abwo,cWm®n wMnptlort hom peymlbM of iWee ared uer Cares(for the puncrsse d taxable iterrn desoribed b917 'Cron ft Bllnaehst!wow"h i el f m: seer:All Vmdm Show ammw 01 t.6U4.ZIP to": CI*ApliM of Par m tv be prdrsaed or 43n We sttad%ed Order a iueGim All_Oams, Ntdidser acknowiedws that this Cerfikwo+cart tm tsa wAd tr the zimD eS,lone cir remlor a moe8r udYda_ Pummw dabs IN&awsmp¢on for the Wo.iry ee#*4 yusllelpfi tih WMMMM ttlM I w4iftwhd t♦tbi I wit t e WAG he pe~of alI-I:M, a bail aalerf oe uem it** may become 6A kv flike*No ca~t:ar Adn Iha pravWOM of the Tarr Code endtr e0 sppilcabr*law lu+xkrarandAhet�T+eeaairri�ek�'enoeto�heeneaau�v+asMdOd1��d1illkr'lasi�+ilbt►�tkno+r.�IK14 A;®t+�p�srch9i7+6 w+Yaeu�dirrenvanrKr�re�r#her�Claiaorpa�aae�lialflrasar8ilmfe�,bndulwpdp�t/li�drlYyirrnprltlf Wfdst�4�lidSlhYo�isrran�ye���r Aorrr a C ar►imdernennar b e�7 d Ike a�wwed det,+raa. h0s w Flnence Vrec#orrJCFQ { NML' This ce,iiwbc 4�TIOt b4 ieexs4 fw put#rM+1,4Ati1 or rnntW a re4tor eraNda. THM CERTIRCATE DOES NOT A NIM SSR rOed VAL& Sahib seed Us*Tax'Er9mp*n Nus 'ar'rox Eeoorept'Hunben W notadst. This coMkafio shoWd be RmM"I*tw suppiNw. QQ 20*Wd 0*0Qrt q-1 tstt=Wku M m Io tthe CesmptttoNir od thdy8e Aoea uttN. Agreement Between the City of Fort Worth and Julie Richey Mosaics,LLC for Final Design of Public Artwork—EXECUTION COPY Page 32 of 2