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HomeMy WebLinkAboutContract 55960 �g1011 i+2 Q CITY SECRETARY c°1 CONTRACT NO. 55900 h , CO ( RE cm }J. Z, kGREEMENT BETWEEN THE CITY OF FORT WORTH �t owgtw K STUDIOS LLC AND SP STUDIO LLC FOR PRESENTATION �b CtC15ECR�'I OF ICONIC PUBLIC ARTWORKS ON PIONEER TOWER d Z� I E 0ti6� This Agreement is entered into this day of Ju 1 2021, 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 JTK Studios,LLC,located at 616 Haines Avenue,Dallas,TX, 75208,acting by and through its duly authorized representative Joshua King, and SP Studio,LLC, located at 1410 Sullivan Drive, Dallas,TX, 75215,and acting by and through its duly authorized representative Shane Pennington ("Implementation Artists"). 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,the Fort Worth Public Art Master Plan Update(adopted by City Council on October 17, 2017, as M&C G-19140) recommended that an artist-designed illumination program be commissioned for Pioneer Tower at the Will Rogers Memorial Center("Site")as the City's first Iconic Public Art Project; WHEREAS, funds for Iconic Artworks were allocated in the Pith&Art Plait for the 2014 !land Program, approved by the Fort Worth City Council on October 21,2014,as M&C G-18339,and the Pioneer Tower Iconic Public Art Project was included in the Fort Worth Public Art Fiscal Year 2021 Annual,Work Plan, adopted by the Fort Worth City Council on September 22,2020,as M&C 20-0678; WHEREAS, on June 29, 2018, City entered into a Planning Consultants Services Agreement with Implementation Artists to develop a projection mapping project plan and proposal, specify artwork infrastructure for Pioneer Tower, facilitate the selection of a new media curator, and other related services (City Secretary Contract#50931-A3); WHEREAS,on January 29,2019,City entered into a Construction Manager-at-Risk Agreement for the Pioneer Tower Rehabilitation Project with HM& MF Ltd. d/b/a/Muckleroy & Falls, which included an allowance for installation of public art infrastructure(City Secretary Contract#51980); WHEREAS, on September 20,2019,'City entered into a Curatorial Consultant Services Agreement with DooEun Choi to identify artists for the Pioneer Tower Iconic Public Art Project and other related services (City Secretary Contract#52962-A 1); Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between OFF1% ECORD the City of Fort Worth and JTK Studios LLC and SP Studio LLC C17Y SECRETARY FT. WORTH,TX WHEREAS,on August 24,2020,City entered into an Artwork Commission Agreement with Refik Anadol Studio LLC (City Secretary Contract #54355); and, on September 18, 2020, City entered into an Artwork Commission Agreement with Quayola Studio Ltd(City Secretary Contract#54522-A I)to create Fort Worth-specific audio/video artworks to be projected on the Site,at a free community event in 2021; WHEREAS, Implementation Artists conducted projection tests at the Site on May 18-19, 2021 in consultation with Artists and Curator and have developed a plan to present the Artworks on the Site at the premiere event scheduled for August 20-21,2021; WHEREAS, City and Implementation Artists wish to set out the terms and conditions under which said Work shall be presented so as to preserve the integrity of the Artists'works at the Site. NOW,THEREFORE,City and Implementation Artists for and in consideration of the covenants and agreements hereinafter set forth,the sufficiency of which is hereby acknowledged,agree as follows ARTICLE 1 DEFINITIONS As used in this Agreement,the following terms shall have the meanings as set forth below: 1.1. Agreement—Means and includes this Agreement between the City of Fort Worth and JTK Studios LLC and SP Studio LLC for presentation of iconic public artworks on the Site. 1.2. Artists—Means and includes Refik Anadol(Refik Anadol Studio LLC)and Davide Quagliola (Quayola Studio LTD) which created the Artworks and/or their heirs, executors, administrators, legal representatives,successors,agents,subartists,contractors and assigns. 1.3. Artworks — Means and includes Artists' final formatted audio/video artworks by Refik Anadol titled, Pioneer Tower Dreams, created in connection with the Artwork Commission Agreement of August 24,2020(City Secretary Contract No. 54355),and by Davide Quagliola(Quayola Studio Ltd.)titled, Texas Surveys, created fit connection with the Artwork Commission Agreement of September 18,2020,City Secretary Contract No. 54522 and as amended on September 18, 2020 (City Secretary Contract No. 54522- A1)and includes,but is not limited to still images,video clips,etc.,provided under those contract. The design and description are attached hereto as Exhibit"A"and incorporated herein for all purposes. 1.4. Contract Manager—Means and includes the Arts Council of Fort Worth and Tarrant County, Inc.,and/or its officers,directors,or 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. Final Acceptance—Means City's written acknowledgement to Implementation Artists that all services for presentation of the Artworks have been completed in accordance with the terms of this Agreement. Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 2 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC 1.8. Implementation Artists — Means and includes JTK Studios LLC and SP Studio LLC (qualifications are attached as Exhibit"B"). 1.9. Parties — Means and includes City and JTK Studios LLC slid SP Studio LLC sand/or their heirs,executors,administrators,legal representatives,successors,agents,subartists,contractors and assigns. 1.10 Project—Means and includes the capital improvement/public an development undertaking of City for which Implementation Artists' services are to be provided pursuant to this Agreement. 1.11. Schedule - Means and includes a written plan for presentation of the Artworks described in Exhibit"C", including,but not limited to,the submission of progress reports. 1,12. Site — Means and includes Pioneer Tower at the Will Rogers Memorial Center, 3401 W. Lancaster Avenue, Fort Worth, TX, 76107, which is more particularly described in Exhibit "D", attached hereto and incorporated herein by reference for all purposes. ARTICLE 2 SCOPE OF SERVICES AND DELIVERABLES 2.1, Implementation Artist Selection. City and Implementation Artists acknowledge that Implementation Artists' experience and ability was reviewed and approved by the FWAC on May 17,2021 and is the basis for executing this Agreement. 2.2. Seol2e of Services. a. Implementation Artists shall perform all services and shall furnish all supplies, materials, and equipment as necessary for presenting the Work at the Site. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. b. Implementation Artists understand and acknowledge that City has acquired the Artworks(excluding any ownership rights in and to the copyright) from the Artists for the purpose of presentation to the public and is hiring Implementation Artists to present the Artworks on the Site on August 20-21,2021. C. To ensure the integrity of the Artworks during the presentation process: i. Implementation Artists have been in consultation with Artists and Curator under the scope of a previously executed contract (City Secretary Contract No. 50931-A3) and shall continue to coordinate/consult with the Artists and Curator under this Agreement. ii. Implementation Artists shall be available to the City for any questions or concerns that may arise during the planning and presentation process. iii. If any disputes arise between the Artists and die Implementation Artists as to the presentation of the Artworks, then Implementation Artists must seek to resolve those issues through the Contract Manager first. d. Implementation Artists shall determine the equipment,personnel,and setup locations around the Site for projection of the Work on all four(4)sides of Pioneer Tower,subject to review and acceptance by Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 3 of26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC City as set forth in this Agreement.The exact location on the Site where the Artworks will be projected has been mutually agreed upon by City and Implementation Artists. e. Implementation Artists, 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,as may be required. f. Implementation Artists shall present fie Artworks on the Site to the public on the evenings of August 20-21,2021,which has been mutually agreed upon by Implementation Artists and City. 2.3 Execution of Presentation of the Artworks a. Implementation Artists shall furnish the Schedule to the Contract Manager within fifteen(t 5)business days after the Effective Date. After written approval of the Schedule by City, Implementation Artists shall deliver and install the equipment to present the Artworks in accordance with such Schedule. Schedule changes may be accomplished by written agreement between Implementation Artist and Contract Manager. b. City and/or Contract Manager shall have the right to review the setup of the equipment and projection testing during the time implementation Artists are on Site preparing for the public presentation of the Artworks. Implementation Artists shall, upon written request by the City and/or Contract Manager, provide a brief written progress report via email detailing the work completed the previous day and the remainder of work to be done to be ready for public presentation of the Artworks on August 20- 21, 2021. Implementation Artist shall comply with any request made by the City and/or Contract Manager pursuant to this Article 2.3 within twenty-four(24)hours after receipt of the written request, c. implementation Artists shall complete the presentation of the Artworks in accordance with the consultations made with the Artists and Curator during the projection tests of May 18-19,2021, and in further consultations with the Artists and Curator, as necessary, as determined by the Implementation Artists. d. Implementation Artists shall present to the Contract Manager, in writing, for further review and approval, any changes in the presentation plan for the Artworks. The Contract Manager, in its discretion, shall determine whether the changes are significant and whether the changes conform to the Artists' intent. If the Contract Manager, in its sole discretion, determines that the changes are significant and do not conform with their approved presentation plan,then the Contract Manager shall, in light of the presentation plan,determine whether a significant change requires City approval, if any disputes arise thereafter,tie Parties shall first attempt to resolve those disputes in accordance with the dispute resolution process set forth in Article 12 of this Agreement. Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 4 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC 2.4 Delivery and Presentation. a. Implementation Artists shall notify City, through its Contract Manager, in writing when equipment and personnel will arrive at the Site for installation. b. It is understood that City has installed at the Site electrical and data service to four(4)locations around the Site for Implementation Artists'use in presenting the Artworks. C. Implementation Artists are responsible for installing all necessary equipment and engaging all personnel required to successfully present the Artworks on the Site(see Exltibit40"). Implementation Artists shall coordinate their schedule with CIty, specifically Will Rogers Memorial Center staff, and Contract Manager. Delivery and installation activities may not commence until written permission is delivered to Implementation Artists by the City. d. Implementation Artists shall be responsible for all costs associated with presentation of the Artworks at the Site, including,but not limited to,equipment rentals,transportation,travel,and labor. C. Implementation Artists, individually and through their subcontractors, shall take all necessary precautions to protect and preserve the integrity and finish of the Site while delivering and installing equipment to present the Artworks. If City determines, in its sole discretion, that Implementation Artists or Implementation Artists' subcontractors have damaged the Site, then City shall inform Implementation Artists,in writing,of the damage.Implementation Artists,at their own expense,shall have thirty (30) days from receipt of City's written notice.to repair the damage to the Site to the satisfaction of City. If Implementation Artists fail to repair the damages to the satisfaction of City within thirty(30) days after receipt of the notice, or within the deadline otherwise agreed to by the parties,then City shall have the right to deduct the cost of repairs from any remaining payment due to Implementation Artists under this Agreement, which shall be in addition to any and all other rights and remedies available to City at law or in equity. 2.5. Post-Presentation. a. Within thirty(30)days after the presentations of the Artworks, Implementation Artists shall furnish Contract Manager with a set of at least fifteen (15)high-resolution digital images(tiff fonnat) and fifteen(15)low-resolution digital images(.jpeg format)documenting the presentation of the Artworks, including detail shots,as selected by Contract Manager,to document the presentation of the Artworks during the public event on August 20-21,2021. b. Implementation Artists shall make their best efforts to be available at such time(s)as maybe set by the City to attend any inauguration or presentation ceremonies relating to the presentation of the Artworks. City shall use its best efforts to arrange for publicity for the presentation of the Artworks in such art publications and otherwise as maybe determined between City and Implementation Artists in advance of and following the public event. Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 5 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC C. For the duration of the Agreement, if Implementation Artists intend to seek its own publicity for presenting the Artworks,such efforts and/or press releases mast be approved, in advance, by City d. Implementation Artists shall turn over all copies of the Artworks to Contract Manager within seven (7)business days after the presentation event,which ends at 1:00 a.m., Sunday,August 22,2021. 2.6. Final Acceptance. a, Implementation Artists shall notify City and Contract Manager, in writing, when all services for delivery and equipment installation at the Site, presentation of the Artworks on die Site, and de- installation of equipment from the Site have been completed in accordance with the terms of this Agreement. Included in such notice from Implementation Artists shall be an affidavit,attached hereto as Exhibit "I3" (Affidavit), certifying that all bills relating to services or supplies used in the performance of this Agreement have been paid. b. City shall notify Implementation Artists in writing of its Final Acceptance of the Work. C. Final Acceptance shall be effective as of the earlier to occur of(1) the date of City's notification of Final Acceptance;or(2)the 35th day after Implementation Artists has sent the written notice to City required under this Section 2.5, unless City, upon receipt of such notice and prior to the expiration of the 35-day period,gives Implementation Artists written notice specifying and describing anything that has not been completed pursuant to this Agreement. 2.7 Risk of Loss The risk of loss or danutge to the equipment or other valuables used to present the Artworks shall be borne by Implementation Artists. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1, Compensation. Total compensation to Implementation Artists under the Agreement shall be TWO 11L"RED FrFTEEN THOUSAND, FIVE HUNDRED NINETEEN DOLLARS AND THIRTY-EIGHT CENTS ($215,519.38).which shall constitute full compensation for all services to be performed and materials to be furnished by Implementation Artists under this Agreement, including, but not limited to labor, materials, fabrication, transportation, installation, insurance, incidental costs, all travel expenses, and any other costs associated with the presentation of the Artworks. If additional funds become available,the Parties may amend this Agreement to allow for additional payment for additional services, if required and/or to cover contingencies and/or documentation. All payments under this Agreement shall be made to JTK Studios LLC, who shall be responsible for remitting to SP Studio.LLC and subcontractors any fees,reimbursement for travel, and/or other expenses. City shall not be liable to other members of the.Artist Team for any payments under Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 6 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC this Agreement.The fee shall be paid in the following installments,each installment to represent fiill and final, non-refundable payment for all services and materials provided prior to the due date thereof, 3.2. Payment Schedule City agrees to pay Implementation Artists in the following installments set forth below, each installment to represent full and final, non-refundable payment for all services and materials provided prior to the due date thereof: a. ONE HUNDRED TWENTY THOUSAND DOLLARS AND NO CENTS ($120,000.00) upon execution of this Agreement and receipt by City of documentation of equipment rental quotes and labor agreements for which funds will be expended under this Agreement. b. FIFTY THOUSAND DOLLARS AND NO CENTS($50,000.00)upon Contract Manager's written verification that all equipment and personnel are in place for presentation of the Artworks prior to the public event. c. FORTY-FIVE THOUSAND FIVE HUNDRED NINETEEN DOLLARS AND THIRTY-EIGHT CENTS($45,519.38)within thirty-five(35)clays after presentation of the Artworks has successfully completed and receipt by City of such documentation it may require concerning payment of services and supplies rendered to Implementation Artist(see Article 2); provided, however,that final delivery shall not be tendered prior to the expiration of thirty(30)days after Final Acceptance. 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 Work. City shall supply Implementation Artist with the"Texas Certificate of Exemption,"in substantially the same form as that attached hereto as Exhibit"F" for use by Implementation Artist in the fulfillment of this Agreement. 3.4, Implementation Artist's Expenses. Implementation Artists 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 Implementation Artists agents', contractors, subcontractors, consultants, and/or employees necessary for the proper performance of the services required under this Agreement. ARTICLE 4 TERM AND'TIME OF PERFORMANCE 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 Implementation Artists by City. Agreement for Presentation of Icpnie Public Artworks on Pioneer Tower between 7 of 26 the City of Port Worth and JTK Studios LLC and SP Studio LLC 4.2. Duration. The services to be required of Implementation Artists set forth in Article 2 shall be completed in accordance with the Schedule; provided, however, such time limits may be extended or otherwise modified by written agreement between Implementation Artists and City. 43. Time Extensions;Force Majeure. City or Implementation Artists,as appropriate,shall grant u reasonable extension of time to the other party if conditions beyond the parties'control or Acts of God, as set forth in Article 13.9,render timely performance of the parties' services impossible or unexpectedly burdensome. The party suffering the impossibility,or burdensome conditions must infomt the other in writing within ten(10)days of the onset of such performance delay, specifying the reasons therefore. Failure to fulfill contractual obligations due to conditions beyond either parry's reasonable control shall not be considered a breach of this Agreement; provided,however,that such obligations shall be suspended only for the duration of such conditions. ARTICLE 5 WARRANTIES 5.1. Warranties of Ouality and Condition T Implementation Artists represents and warrants that all work will be performed in accordance with professional "worlunamlike"standards. ARTICLE 6 INSURANCE,INDEMNITY,AND RELEASE 6.1 General. Implementation Artists shall carry insurance as set out in Exhibit "G," which is attached hereto and incorporated herein for all purposes.Evidence of required insurance shall be submitted to the Contract Manager prior to installation of the equipment on City property.However, if any part of the installation process will be conducted on City property, then Implementation Artists shall submit evidence of required insurance to the Contract Manager prior to perfonnance of that work. Evidence of subsequent renewals of said insurance is required until Final Acceptance of the Work. Except as provided in Section 2.6 hereof,the risk of damage to or loss of equipment or other valuables shall, during installation, presentation of the Artworks, and de- installation,shall be solely that of Implementation Artists. 6.2. Performance Bonds. Implementation Artists shall not be required by City to post any performance bonds or similar undertakings. 6.3. Indemnity a. General Indemnity i. IMPLEMENTATION ARTISTS 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, Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 8 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY LOSS (INCLUDING, BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST PROFITS, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY(INCLUDING,BUT NOT LIMITED TO,DEATH)TO ANY AND ALL PERSONS,OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT Or, OR RESULTING FROM ANY ACTS, ERRORS, OR OMISSIONS OF IMPLEMENTATION ARTISTS AND THEIR EMPLOYEES AND IMPLEMENTATION ARTISTS' SUBCONTRACTOILS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE,OR NONPERFORMANCE OF THIS AGREEMENT. ii. Implementation Artists agrees to and sliall release City from any and all liability for injury,death, damage,or loss to persons or property sustained or caused by Implementation Artists in connection with or incidental to performance under this Agreement. iii. Implementation Artists 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. ARTICLE 7 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 7.1. Title. Title to the Artworks is detailed in separate agreements with Artists. Implementation Artists do not have title to the Artworks being presented. 7.2 Copyright. Artists retain all rights under the Copyright Act of 1976, 17 U.S.C.et seq.,as sole authors of the Artwork for the duration of the copyright as detailed in separate agreements with Artists. implementation Artists do not possess copyright to the Artworks being presented. 7.3 Reproduction Rights. Reproduction Rights to (lie Artworks is detailed in separate agreements with Artists. Implementation Artists do not have reproduction rights to the Artworks being presented. Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 9 of 26 the City of Port Worth and 1TK Studios LLC and SP Studio LLC ARTICLE 8 IMPLEMENTATION ARTISTS AS AN INDEPENDENT CONTRACTOR Implementation Artists shall perform all work and services hereunder as independent contractors,and not as officers,agents,servants or employees of City.Implementation Artists 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 ants said omissions of their officers,agents,employees,and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between City and hmplententation Artists, their officers, agents, employees and subcontractors, and doctrine of respondeat superior has no application as between City and Implementation Artists. ARTICLE 9 SUBCONTRACTING Implementation Artists may subcontract portions of the services to be provided hereunder at Implementation Artists'expense,provided that said subcontracting shall not adversely affect the design,appearance,or visual quality of the Artworks being presented and shall be carried out under the personal supervision of Implementation Artists. Any subcontract entered into under this Agreement shall be expressly subject to the applicable terms of this Agreement,including, but not limited to, all indenutification and release provisions. Implementation Artists shall provide information regarding all subcontractors along with a copy of the subcontract between Implementation Artists and each subcontractor to the Contract Manager. ARTICLE 10 TERMINATION 10.1. 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 Implementation Artists 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. In the event this Agreement is canceled by the City,pursuant to this Article 10.1,City shall be entitled, in addition to any outer rights and remedies, to recover from Implementation Artists a sum equal in amount to the cost incurred by Implementation Artists in providing such gratuities. 10.2. Death or Incapacity of Implementation Artists. a. In the event that Implementation Artists becomes incapable, legally or otherwise, of performing its duties and/or obligations under this Agreement, City shall have the right to terminate this Agreement on payment to Implementation Artists or Implementation Artists'successors for all work and services performed prior to incapacity. All copies of the Artworks in the possession of Implementation Artists and/or their, subcontractors shall become property of City. b. In the event of termination under this Article 10.2,City shall have the right to present the Artworks. Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 10 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC 10.3 Termination for Convenience. a. The services to be.performed under this Agreement may be terminated by either party, subject to written notice submitted thirty(30)calendar days before termination, specifying the grounds for termination. b. If the termination is for the convenience of City,City shall pay Implementation Artists pursuant to the payment provisions in Article 3,and Implementation Artists 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 copies of the Artworks in the possession of implementation Artists and/or their subcontractors. C. If termination is for the convenience of Implementation Artists, City shall have the right, in its sole discretion, to pay Implementation Artists pursuant to the payment provision in Article 3 or require the implementation Artists to remit to City a sum equal to all.payments(if any)made to the Implementation Artists pursuant:to this Agreement prior to the effective date of termination. 10.4. Termination for Cause. a. 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 10.4 in accordance with the dispute resolution process set forth in Article 11 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 Article 10.4 shall not relieve the party hi default of any liability for damages resulting from a breach or a violation of the terms of this Agreement. b. If City terminates thisAgreement pursuant to this Article 10.4, then all copies of the Artworks in the possession of the Implementation Artists and/or their subcontractors shall immediately become the property of the City and the City shall have the right to present the Work,which shall be in addition to any and all other rights and remedies available to City at law or in equity. ARTICLE 1 DISPUTE RESOLUTION If either Implementation 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 patty shall notify the other party in writing as soon as practicable after-discovering fire 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 patties shall make a good faith effort,either through email,mail,phone conference,in person meetings, Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 11 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC 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 ofthe Texas Civil Practice and Remedies Code acid 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 die date of request,except upon Agreement of the Parties. fit the event City and Implementation 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 acid any filing fees equally. Venue for any mediation or lawsuit arising under this Agreement shall be in Tarrant County,Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction. No provision of this agreement shall waive any immunity or defense. No provision of this Agreement constitutes consent to sue. If the Parties cannot resolve the dispute through mediation,then either party shalt have the right to exercise any and all remedies available under law regarding the dispute. (See Article 10.4) ARTICLE 12 EQUAL OPPORTUNITY a. Implementation Artists 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 Implementation Artists represent and warrant 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 Implementation Artists' noncompliance with the nondiscrimination clauses of this Agreement, this Agreement may be canceled, terminated, or suspended in whole or in hart, and Implementation Artists may debarred from further agreements with City. ARTICLE 13 MISCELLANEOUS 13.1. Compliance. Implementation Artists shall comply with all Federal, state, and local statutes, ordinances, and regulations applicable to the performance of Implementation Artists' services under this Agreement. 13.2. 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 die subject matter hereof that are not merged herein and superseded hereby. Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 12 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC 13.3. Amendments. No alteration, change,modification,or amendment of the terns of this Agreement shall be valid or etiective unless made in writing and signed by both parties hereto and approved by appropriate action of City. 13.4. Waiver. No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent default of any terns,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. 13.5. 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 instate 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. 13.6. Successors and Assigns. Neither party hereto shall assign,sublet,or transfer its.interest herein without prior written consent of the other party,and any attempted assignment,sublease,or transfer of all or any part hereof without such prior written consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of City and Implementation Artists and their respective successors and permitted assigns. 13.7. No Third-Party Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of City and Implementation Artists, and any lawful successor or assign,and are not intended to create any rights,contractual,or otherwise,to any other person or entity. 13.8. 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. 13.9. Foree Majeure. City and Implementation Artists will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but will not be held Gable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to,compliance with any government law,ordinance,or regulation;acts of God;acts of the public enemy;fires;strikes;lockouts;natural disasters;wars;riots;epidemics or pandemics;government action or inaction;orders of government; material or labor restrictions by any governmental authority;transportation problems;restraints or prohibitions by any court,board,department,commission,or agency of the United States or,ofany States;civil disturbances;other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event'). The Abreetnent for Presentation of Iconic Public Artworks on Pioneer Tower between 13 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LI.0 performance of any such obligation is suspended during the period of,and only to the extent of,such prevention or hindrance,provided the affected Party provides notice of the Force Majeure Event,and an explanation as to how it prevents or hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with this Agreement. 13.10. 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. 13.11. 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 finding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement. 13.12. Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 13.13. Right to Audit. Implementation Artists agrees that City will have the right to audit the financial and business records of Implementation Artists that relate to the project(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 'Perm of this Agreement and for three(3)years thereafter,the Implementation Artists 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 t 1.13. 13.14.Certified MBEIWBE. If applicable,Implementation Artists are encouraged to make their best efforts 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. Agreement for Presentation of iconic Public Artworks on Pioneer Tower between 14 of 26 the City of Fort Worth quid JTK Studios LLC and SP Studio LLC 13.15. Survival Provision. The provisions contained in Articles 5 (Warranties), 6.3 (Indemnification), 7 (Ownership and intellectual Property Rights), 8(Implementation Artists as Independent Contractors), 10.2(Incapacity of Implementation Artists)and 13.13(Right to Audit)shall survive the termination or expiration ofthis Agreement. 13.16. 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. 13.17. Time Extensions. The Parties may agree, in writing,to extend or modify any of the time deadlines set forth in th is Agreement. 13.18. Israel. If Implementation Artists are a company with.ten(10)or more full-time employees and if this Agreement is for$100,000 or more,Implementation Artists acknowledge dint 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 applicable under this Agreement and Artist is considered a "company," by signing this Agreement, Implementation Artists certify that Inrplententation Artists'.Fignature provides written very7cation to the City that implementation Artists.(1)do not boycott Israel;and(2) will not bgVeott Israel during the term of the Agreement 13.19, Publicity. For the duration of the Agreement, if Implementation Artists intends to seek their own publicity for presentation of the Artwork,such efforts and/or press releases must be approved,in advance,by City. ARTICLE 14 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: I. CITY OF FORT WORTH: Fernando Costa,Assistant City Manager City Manager's Office City of Fork.Worth 200 Texas Street,Third Floor Fort Worth,Texas 76102 Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 15 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC 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. IMPLEMENTATION ARTISTS JTK Studios LLC 616 Haines Avenue Dallas,Texas 75208 SP Studio LLC 1410 Sullivan Drive Dallas,Texas 75215 (Signatures on following page) Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between t6 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC iN WITNESS HEREOF,the Parties hereto have executed this Agreement as of the Effective Date. CITY OF FORT WORTH JTK STUDIOS LLC by: by: / Fernando Costa A tt Kith Assistant City Manager SP STUDIO LL by: Shan Pennington 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. f; :2 Name: Martha M. Peters Title: Director of Public Art,Arts Council of Fort Worth APPROVED AS TO FORM AND LEGALITY: Williams As istant City Attorney t U _� 'f a 4e,04-- �� {r Ronald P.Gonzales Acting City Secretary Contract Authorization: Forms 1295:2021-755821 and 2021-755822 M&C#20"04! 21-041Z. Date: June 22,2021 OFFICYAL CITY SECRETARY �� Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 7 the City of Fort Worth and JTK Studios LLC Enid SP Studio LLC �p Exhibit A: Artworks REFIK ANADOUS PROPOSAL SUMMARY I Chapter l Contact Wer Chapter 11:tlA Chaarer 3.-Stock Sea 4.00rkor F w As Will Rogers fondly quipped and the city has embraced,Fort Worth Is known as the place where"the west begins". Drawing further inspiration from poet Arthur Chapman,where the west begins is also a place where"the bonds of home are a wee bit tighter". Honoring the cultural significance and legacy of Fort Worth,this piece aims to celebrate the people,places,histories,and dreams of the city that have been woven together over the years. In order to create a piece that tells this Story,archival data Is gathered from key libraries and museums,as well as city institutions and the community. Acknowledging that place and memory are directly Linked,it is Important to also take into careful consideration the physical environment and key buildings which physicalize the sentiment of home for many. Upon collecting this data,we can explore Fort Worth through the mind a of a machine,deploying machine leaming algorithms trained on these data sets to visualize a consciousness of Fort Worth previously unseen. By projecting a final audio/vi$ual performance onto the facade of Pioneer Tower,this project is a collective performance and journey Into the imagination,memories and dreams of this unique and indeed pioneering town. Agreement for.Presentation of Iconic Public Artworks on Pioneer Tower between 18 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC QUAYOLA'S PROPOSAL SUMMARY Gup:er 2-Trees awptrr 2 taredreapes chaprer 3•i3r,Jm04 The new video artwork produced for the Fort Worth Pioneer Tower commission will be a continuation of Quayola's ongoing research on the tradition of landscape painting and more broadly a reflection on man's tradition of representing nature. The observation of nature is at the basis of the primitive bond of man with his surroundings. In his work,Quayola reclaims an idea of knowledge from the past, In which the artistic practice allowed scientists to decipher nature. in Leonardo Da Vinci's studies, for Instance, the pictorial practice served the task of understanding the natural world. Similarly,Quayola's artistic research is allowing us a new,different glimpse at the natural world,which can be achieved through the cooperation between film and the technological apparatus. This new artwork will be divided into three main chapters,each looking at capturing a different perspective on Fort Worth's natural settings,using for each a different technological process: hoes Laser Scanning(Chapter 1)Quayola will employ high-precision 3D laser scanning systems to capture geometric data of various trees In Fort Worth. Each tree will be translated into hundreds of millions of 3D coordinates,which will then be visualized digitally as complex clusters of geometries. The resulting animation will explore both the Intricacies of natural forms as well as the aesthetics of digital reproduction. Computational Landscape Paintings(Chapter 2)In this video,Quayola will employ computer-vision systems and custom generative algorithms to create digital pictorial representations of Texas (Fort Worth) landscapes. A series of photographs will gradually blend into computational abstractions,revealing a new way of observing the natural world—one that Is both driven by our heritage visual culture,as well as new and different machinic point of view. Computational Animal Paintings (Chapter 3)'In this video, Quayola will focus on the observation and ultimately new representation of one of Fort Worths most iconic symbols: Horses. Employing the latest digital tracking systems,Quayola will digitize a series of horses'movements and translate them Into abstract animations. The rlrythmlc movements of the horse become a dataset to drive pictorial simulations. The result of this process will be a series of computational paintings,on one side completely abstract,but on the other fully driven by the animal's motion. Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 19 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC Exhibit H: Implementation Artists' Qualifications Joshua King(JTK Studios LLQ and Shane Pennington (SP Studio lL0, local artists and co-founders of AURORA Light Video Sound Biennial, have directed and produced events since 2010 that have attracted over 170,000 visitors and commissioned over 300 local and international artists. AURORA is an expansive free public art exhibition that transforms Downtown Dallas into an open- air, urban playground of new media art. With installations of light, video and sound presented in unexpected spaces,the sunset signals the transformation of the city into one of the nation's largest outdoor exhibitions. (https://dallosaurora.com Joshua King a!ii Joshua King's artwork brings new intensity and expression to sought-after objects that are grounded within our relationship to the everyday. His love for life and culture within a community lead him to being one of the founders of AURORA; a global biennial exhibition that presents the art of light, video and sound in public spaces. His artistic career has taken his work across America. King's work is known for using material that inspires him to redefine its purpose, including, household tools, sandpaper,Dead, pencils,clipboards and hair. "Everything has an energy to it and a life cycle, says King. "It evolves aesthetically from the infancy of a piece,to its maturity when it being shown. I see my work as being rooted in society and the biodiversity of our earth". With influences from Fred Sandbeck, Sol Lewitt and Tom Friedman, Kings artwork challenges the viewer-to pay attention and his photography received the grand prize in The Dallas Morning News"Show Me Your Dallas" competition. King was raised in Lubbock,Texas; he lives and works in Dallas. Shane Pennington Shane Pennington's work engages the balance, and fragility, of essential dichotomies. Between the ephemeral and the enduring,nature and the human construct, Pennington's subjects are often skewed metaphorically and physically, prompting the viewer to contemplate life and its meaning from an alternative perspective. His use of many media and textures, from sculpture and painting, to digital video,allows for a diverse artistic language.The resultant works conjure an energy that reflects upon life, death and universal consciousness. Shane Pennington is a Dallas-based artist and a founder of AURORA,a public arts organization that works at the intersection of art,technology and community presenting work from visionary artists of our time. AURORA debuted in the Dallas Arts District in October 2011. Pennington was a recipient of the "New Dallas Nine" award from D Magazine and has exhibited internationally at the Paddington Contemporary Gallery in Sydney,Australia and at Sur]a Montagne, Berlin. He also counts many world-recognized institutions and corporations. among his collectors, including Alana in Sydney,The Waterfall Mansion,The Gaedeke Group,Caldwell Cassady&Curry, Samsung, The Regis Corporation, Dallas City Hall, Moody Performance Hall, TEDxSMU, and JP Morgan Chase,by whom he was commissioned to install his work in the lobby of their flagship tower in Dallas. Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 20 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LI-C Exhibit C:Presentation Phan Pioneer Tower Iconic Public Artwork Implementation Plan JTK Studios LLC / SP Studio LLC r » Images from projection test gfA4ay 18, 2021 To implement the premier of the four-sided, 30,000 square,foot projection of works by renowned international new media artists Refik Anadol and Davide Quayola on the iconic 204-foot tall Pioneer Tower, JTK Studios / SP Studio will use thirteen (13) 30;006 lumen laser projectors, encased and weather proofed,inside of three(3) 10 x 10 x 19 foot scaffolding towers on the north,east and west sides. On the south side, the projectors, with weather casing, will be placed on a rooftop. On the north plaza and front lawn of the Will Rogers Memorial Center, a twenty (20) channel surround sound audio system will provide an all-encompassing and immersive- experience to the thousands in attendance on the nights of August 20—21,2021. The JTK Studios/ SP Studio team is made up of 18 seasoned event project managers, coordinators, projectionists,engineers,stagehands,and assistants.From August 16,2021 through August 20,2021, the team will work around the clock to create this ambitious installation,with most of the work taking place from 9:00 p.m. to 7:00 a.m. Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 21 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC Exhibit D: Site WILL ROGERS MEMORIAL CENTER PIONEER TOWER xf vv u. 1 \ I '. . FORT NORTH+. Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 22 of 26 the City of Fort Worth and JTK Studios 1.1,C and SP.Studio LLC Exhibit E: Affidavit AFFIDAVIT OF BILLS PAID Date: Affiant: Purchaser: Property: Af iant on oath swears that the following statement is true: Affiant has paid each of Affiant's contractors, laborers; and materialmen in full for all labor and materials provided to Affiant for the construction of any and all improvements on the property. Affiant is not indebted to any person, firm,or corporation by reason of any such construction. There are no claims pending for personal injury and/or property damages. Aff ant: SUBSCRIBED AND SWORN TO before me,the undersigned authority,on this the v041-- Day of _,20 SELENA ALA. Notary Public, State of Texas PpY PG � _ 'i. i=Notary Public. State of Texas l i o". }P` Comm Expires 03-31-2024 aA '%;°;,;�.�` Notary ID 132422528 Print Name - Commission Expires Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 23 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC Exhibit Ft Sales Tax Exemption t 9 ota�te.aS (Rw 44* Texas Sales and Use Tax Exemption Certification This certificate does not require a hunrbor to be vatia Nanuorpurdaaler,Ann o(V96my -- -- Cky of Fort Worth,Taxna Adereaa(u^(n++lBnumDar,P.0.6oxaRouronu»>D�r1PhawrlAreewd'eendnuu,b:+r1 200 Texas Street _ 817.392-8517 City,5L3fe,ZtPcodo --- - Fort Worth,Texas 76102 I,the purchaser named above,claim an exemption from payment of sales and use takes(for the purchase of taxable items described below or on the attached order or Invoice) from: SeIMr. All Vendors ----- ___._----_ Street address: State,?JP code:_...__ Uesrription of horns to be purchased or on the attached order or invoice: Att items.Purchaser acknowledges that this Certificate cannot be used for tits purchase,lease or rental of a motor phicIA Purchaser cdalrns this exemption for lite Wkywing reason: ,Municipality,Governmental Entity i l I understand that t wits pe liable for payment of all stele and local swea or use taxes which may become due for failure to comply with the provisions of the Tax Coda an d/or nH applicable law. lundorstarxlihtrtlttsnsdm6nrrtntfnnso to piroanoar9tnpUw7Ferlifk°.atotelires¢Irurlor texrihW itanathul throw,nt rho ti+nvulpurchaso, widbousudinamannorotherthen fhatexpro&wii tthfscort#/colo,anddopoi)dingorNhomnountoffaxavaded,thaotlensemayrenge from a Class C misdameanor to a felony of the secanrt dogma, hidn e FinanceDiroctodCFO ld(t(Iq r NOTE: This certificate cannot bu Issued for the purchase,lease,or rental of a motor vehicle. TNIs CERTIFICATE ODES NOT REQUIRE A NUMBER TO BE VAt10. Sales and Use Tax`Exemption Numb#fs"or"Tax Exempr'Numbers do not exist. This certificate should be furnished to the supplier. Do 134j send the completed certificate to the Comptroller of Public Accounts. Agreement for Presentation of Iconic Public Artworks on Pioneer Tower between 24 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC Exhibit G, 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.); Agreement for Presentation of Iconic Public,Artworks on Pioneer Tower between 25 of 26 the City of Fort Worth and JTK Studios LLC and SP Studio LLC GENERAL POLICY REQUIREMENTS The certificate of insurance.shall include an endorsement naming the City of Fort Worth, its' Officers, Employees and Volunteers as an "Additional Insured" on all liability policies. Exception... the additional insured requirement does not apply to Workers' Compensation or Automobile policies. Artist is responsible for providing the City a thirty day (30)notice of cancellation or non-renewal of any insurance policy and may not change the terms and conditions of any policy that would limit the scope or coverage,or otherwise after 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 die right to review the insurance requirements and to.snake reasonable adjustments to insurance coverages and their limits when deemed necessary and prudent by City based upon changes un 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 for Presentation of iconic Public Artworks on Pioneer Tower between 26 of 26 the City of Fort Worth and JTK Studios LLC.and SP Studio LLC 7/14/2021 M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FoRTWORTII DATE: 6/22/2021 REFERENCE**M&C 21- LOG NAME: 03PIONEER TOWER ICONIC NO.: 0412 ARTWORK IMPLEMENTATION CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (CD 7) Authorize the Execution of an Artwork Implementation Agreement with JTK Studios LLC and SP Studio LLC in an Amount of$215,519.38 to Present Two Projection Mapping Video Artworks, Including Pioneer Tower Dreams by Refik Anadol and Texas Surveys by Quayola, on the Facades of Pioneer Tower in the Will Rogers Memorial Center, 3402 West Lancaster Avenue, 76107, and find that the Use of Funds for the Public Art for this Project Complies with the Voted Purpose of the Bond Funds (2014 Bond Program) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of an artwork implementation agreement with JTK Studios LLC and SP Studio LLC in an amount of $215,519.38 to present two projection mapping video networks, including Pioneer Tower Dreams by Refik Anadol, and Texas Surveys by Quayola, on the facades of Pioneer Tower in the Will Rogers Memorial Center, 3402 West Lancaster Avenue, 76107; and 2. Find that the use of the funds for public art for this project complies with the voted purpose of the (2014 Bond Program) Bond Funds. DISCUSSION: Authorization of this artwork implementation agreement with JTK Studios LLC and SP Studio LLC will enable them to present the exciting Fort Worth-specific audio/video artworks by internationally-renowned new media artists Refik Anadol and Quayola on the facades of pioneer tower during a free community event in Cultural District on the evenings of August 20-21, 2021. An iconic light-based public art project for Pioneer Tower was recommended in the Fort Worth Public Art Master Plan update, adopted by City Council in October 2017. For this historic structure, a projection mapping project was deemed an ideal approach since it does not disturb the architectural integrity of the historic tower. The commissioned artists' video artworks are being formatted for the tower by utilizing the 3D scan of the structure, making it possible to project video on all four (4) sides of the tower simultaneously. The City of Fort Worth contracted with local artists Joshua King (JTK Studios LLC) and Shane Pennington (SP Studio LLC) in 2018 to provide comprehensive project and event planning services based on their experience as co-founders and producers of AURORA - a biennial free public art exhibition that has presented light, video and sound-based artworks in Dallas for the past decade in locations including the Dallas Arts District and City Hall. Over the past three years, JTK Studios LLC and SP Studio LLC has specified electrical and data connections at four (4) locations around the tower which were installed during the recent rehabilitation of pioneer tower, and produced a 3D scan of the tower that serves as a digital template for the artworks. They worked with the Pioneer Tower Project Core Team to select and recommend curator DooEun Choi, and ultimately, artists Refik Anadol and Quayola, to the Fort Worth Art Commission, whose artwork commission agreements were authorized by City Council last year. JTK Studios LLC and SP Studio LLC have coordinated technical aspects of the artwork with the curator, artists, and a highly qualified projection team, and conducted a projection test on Pioneer Tower during the evenings of May 18-19, 2021 in order to determine the number and location of projectors to achieve the uptimum brightness level for presentation of the artists' work on the tower. Since costs incurred for the projection test were unanticipated, this contract does not include a budget for artwork documentation and contingencies. If additional funds become available in a timely manner, this contract may be amended for that purpose. PIONEER TOWER ICONIC ARTWORK PROJECT CORE TEAM Ed Bass, Chairman, Event Facilities Fort Worth /Southwestern and Livestock Show apps.cfwnet.org/council_packet/mc_review.asp?ID=28961&counciIdate=6/22/2021 1/3 7/14/2021 M&C Review Brad Barnes, President/General Manager, Southwestern Exposition and Livestock Show Mike Groomer, President, Event Facilities Fort Worth Eric Lee, Director, Kimbell Art Museum Marla Price, Director, Modern Art Museum Andrew Walker, Director, Amon Carter Museum Van Romans, President, Fort Worth Museum of Science and History Patricia W. Riley, Executive Director, National Cowgirl Museum and Hall of Fame Wally Jones, President and Executive Producer, Casa Manana Bob Jameson, President, Visit Fort Worth Rosa Navejar, Community Representative Estrus Tucker, Chairman, Fort Worth Art Commission ART COMMISSION ACTIONS: March 21, 2018 - Fort Worth Art Commission (FWAC) approved the selection of local project planning consultants JTK Studios LLC and SP Studio LLC; December 10, 2018 - FWAC recommended Elements of Architecture, Inc., to design the infrastructure for the Pioneer Tower Iconic Public Art project; February 11, 2019 - FWAC approved planning consultant's recommended curator selection process; May 13, 2019 - FWAC approved selection of new media curator DooEun Choi to identify and recommend artists for the project; June 8, 2020 - FWAC made recommendation to City Council to commission artworks by Refik Anadol and Quayola based on their proposals; and May 17, 2021 - FWAC made recommendation to City Council to contract with JTK Studios LLC and SP Studio LLC to present the works of Anadol and Quayola on Pioneer Tower. Project budget and funding sources are as follows: BUDGET & EXPENDITURES AMOUNT CONTRACT Art Infrastructure Specifications, Curator Selection, Technical Coordination, Projection Test (JTK Studios $86,737.00 50931-A3 LLC / SP Studio LLC) Art Infrastructure Design & Engineering (Elements of Direct FID Architecture) $38 650.00 I Payment Art Infrastructure Construction & Electrical (Muckleroy + $211,124.00 Direct FID Falls) I I Payment Frt frastructure Fiber/Data (Superior Fiber & Data) r Direct FID 1 $22,338.50 Payment Curatorial Services, Artist Proposals, Production �r Services (DooEun Choi) $59,597.12 52962-A1 Artwork Commission (Quayola LTD) F$124,000.00 54522-A1 Krtwork Commission (Refik Anadol Studio LLC) �1 03,500.001 54355 Project Management (Arts Council of Fort Worth) I $68,534.00F 54598 Artwork Presentation (JTK Studios LLC / SP Studio LLC) 1$215,519.381 This M&C TOTAL 1$930,000.001 FUNDING SOURCES AMOUNT Specially Funded Capital Projects Fund, subfund 98 $29,985.00 T014 Bond Program $900,015.00 F TOTAL r $930,000.00 This M&C will also serve to waive permitting fees for this City of Fort Worth project. Council Member Dennis Shingleton concurs with the FWAC's recommendation to contract with JTK Studios LLC and SP Studio LLC to implement the presentation of projection mapping video artworks by Refik Anadol and Quayola for the Pioneer Tower Iconic Public Art project. apps.cfwnet.org/council_packet/mc_review.asp?ID=28961&counciIdate=6/22/2021 2/3 7/14/2021 M&C Review Business Equity - The City's overall M/WBE goal for the Fort Worth Public Art Program is 25 percent of total capital project dollars expended on public art annually. This project is located in COUNCIL DISTRICT 7 but serves the entire City. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the 2014 Bond Program and the Specially Funded Projects Funds for the FWPA - Iconic Artwork project to support the approval of the above recommendations and execution of the agreement. Prior to an expenditure being incurred, the Planning & Data Analytics Department has the responsibility of verifying the availability of funds. TO _ Fund Department Account Project Program Activity Budget Reference # Amount ID ID I TYear (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by_ Fernando Costa (6122) Originating Department Head: Mark McAvoy (6222) Additional Information Contact: Martha Peters (817-298-3025) ATTACHMENTS Pioneer Tower Artwork Implementation Narrative.pdf PIONEER TOWER Map.PDF apps.cfwnet.org/council_packet/mc_review.asp?ID=28961&counciIdate=6/22/2021 3/3