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HomeMy WebLinkAboutContract 56000 Cam'SECRETARY_ =,TRACT NO, d� :v >, 2 N21 IGN TEAM AGREEMENT BETWEEN THE CITY OF FORT WORTH �° y11 AND LEGGE LEWIS LEGGE LLC FOR THE HERITAGE PARK PUBLIC ART PROJECT 4..� P E, This Agreement is entered into this leday of ,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 Legge Lewis Legge LLC("Artist Team"), acting by and through Murray Legge, its duly authorized Partner, located at 4005 Idlewild Road,Austin,TX,78731. 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, the City is implementing the Fort Worth Public Art Program pursuant to Chapter 2, Sections 2-56 through 2-61 of the Fort Worth Code of Ordinances in order to create an enhanced visual environment for Fort Worth residents, to commemorate the City's rich cultural and ethnic diversity,to integrate the design work of Artist Team into the development of the City's capital infrastructure improvements and to promote tourism and economic vitality in the City; WHEREAS,funding for this project was included in the Public Art Plan for the 2014 Bond Program, adopted by the Fort Worth City Council on October 21,2014 as M&C 0-18339,and,the Project was included in the Fort Worth Public Art Fiscal Year 2021 Annual Work Plan by the Fort Worth City Council on September 22,2020 as M&C 20-0678; WHEREAS,Downtown Foil Worth Initiatives, Inc. (DFWII),on behalf of the City of Fort Worth, is managing the Heritage & Paddock Parks and Courthouse Pedestrian Improvements Project(site map attached as Exhibit"A") and has engaged MIG Com as Project Design Team; WHEREAS,on December 14,2020,the Fort Worth Art Commission("FWAC")approved a process to select a design team artist as outlined in the Heritage Park Public Art Project Outline, and, on May 17, 2021,the FWAC approved the selection panel's recommendation of Artist Team based on their qualifications(attached as Exhibit"B"); WHEREAS, the City and the Artist Team wish to set out the terms and conditions for the Artist Team's participation on the project design team and to Snake public art recommendations for the project; NOW, THEREFORE, the City and Artist Team for and in consideration of the covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as follows: Page I t of 24 LOFFICIAL RECop?,,:,Agreement Between the City of Fort Worth and Legge Lewis Legge LLC SECRE���for the Heritage Park Public Art Project �R��, 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 Team for the Heritage Park Public Art Master Plan. 1.2. Artist Team—Means and includes Legge Lewis Legge LLC. 1.3. City—Means and includes the City of Fort Worth,Texas. 1.5. Contract Manager — Means and includes the Arts Council of Fort Worth and Tarrant County,Inc., and/or its officers, directors, employees. 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. Public Art Plan — Means and includes the document that Artist Team will produce that includes public art recommendations for the project. 1.8. Public Art Plan Deliverables—Means and includes those items set forth in Article 2.2.of this Agreement that are required for City's review and approval. 1.9. Parties—Means and includes City and Legge Lewis Legge LLC. 1.1 Q. Project—Means and includes the Heritage& Paddock Parks and Courthouse Pedestrian Improvements Project; 1.11. Project Co-Managers — Means and includes Melissa Konur, Downtown Fort Worth Initiatives, Inc., and Randy Hutchison, City of Fort Worth 1.12. Project Design Team—Means and includes MIG Com. 1.13. Project Stakeholders — Means and includes the City Council Member representing District 9, Fort Worth Art Commission, Park and Recreation Advisory Board, Heritage Park Steering Committee,DFWII,and other community stakeholders. 1.14. Site — Means and includes the areas included in the Heritage & Paddock Parks and Courthouse Pedestrian Improvements Project; LIS. Work -- Means and includes the Heritage Park Public Art Plan document and visual presentation that are the subjects of this Agreement, or any intermediary stage of completion of such works. Page 12 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project ARTICLE 2 HERITAGE PARK PUBLIC ART PLAN SCOPE OF SERVICES AND DELIVERABLES 2.1. Scope of Services. a. Artist Team shall work closely with the Project Design Team to explore ways in which public art may tell the story of the historic.Heritage Park site and how it may be woven into planned improvements throughout the park. Specifically,the Artist Team shall identify: i. Thematic approaches for public art elements with precedent studies; ii. A range of possible locations and types of public art, both integral and free- standing,of various scale and budget requirements; iii. A range of opportunities for the Artist Team and diverse local artists to participate in the project. b. Artist Team shall attend up to six (6)meetings of the Project Design Team to learn about the progress of improvements being designed and may engage in dialogue about public art opportunities and share general ideas and observations for the benefit of the entire project. c. Artist Team shall keep in frequent contact with Contract Manager regarding all activities performed under this agreement and shall seek prior authorization to provide services and/or deliverable beyond what is stated in this agreement. Contract Manager, in turn, shall regularly communicate with Project Co-Managers regarding the Artist Team's activities and progress. d. City shall,through the Contract Manager, provide resources to the Artist Team, such as a compilation of community input received by Project Design Team, maps, photographs, drawings, demographic information, copies of previous master plans, etc., to the extent such items are available. e. Artist Team shall provide the services listed below: i. SITE STUDY AND HISTORICAL RESEARCH Artist Team shall conduct general research of the area and the Site to better understand the context of the park, including an overview study of the geologic, environmental, and prehistoric history of the Site and region; Native American occupation and use; European settlement and immigration patterns; as well as, present day demographics and use of the Site the region. Page 13 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project ii. KEY STAKEHOLDER/SUBJECT MATTER EXPERT INTERVIEWS Artist Team shall conduct 8 — 12 individual or small group interviews of key stakeholders, community leaders and subject matter experts (such as historians, geologists, etc.) via a teleconference platform. Names and affiliations of recommended individuals/small groups shall be provided by Contract Manager after conferring with Project Co-Managers, Contract Manager may assist in scheduling the interviews. Artist Team may also recommend subject matter experts for Contract Manager's approval. iii. OPEN COMMUNITY ENGAGEMENT MEETING Artist Team has proposed conducting an in-person or virtual open community engagement session that would include a brief Artist Team presentation followed by an interactive meeting to give interested community members, local artists, and stakeholders the opportunity to provide input to inform the Heritage Park Public Art Plan. The proposed format, location and date shall be reviewed by Contract Manager and Project Co-Managers prior to any authorization to proceed. Once authorized, Contract Manager shall assist with planning and advertising the meeting to the community. iv. PRELIMINARY PLAN RECOMMENDATIONS Artist Team shall prepare a final draft plan document and visual presentation(such as PowerPoint) and make a public presentation in conjunction with the Project Design Team for community input, if authorized. V. PRESENTATION OF HERITAGE PARK PUBLIC ART MASTER PLAN Artist Team shall present the Final Draft Heritage Park Master Plan to the Fort Worth Art Commission and project stakeholders for joint review and for the Art Commission's approval. vi. FORT WORTH PUBLIC ART MASTER PLAN UPDATE DOCUMENT 1. Artist Team shalt submit the Draft Fort Worth Public Art Master Plan Update document to Contract Manager for review and comment. 2. Artist Team shall submit the Fort Worth Public Art Master Plan publication in accordance with Article 2.2(a)below. f. The Artist Team (some or all members) may make up to three (3) trips to Fort Worth in order to conduct site visits and research, gather community input (see Article 2.1.b.iii.); and shall present the final Heritage Park Public Art Master Plan to the Fort Worth Art Page 14 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project Commission at a regularly scheduled meeting. Additional trips if required per Scope of Services 2.1 may be negotiated and agreed upon in writing by City and Artist Team. g. Artist Team shall provide written Progress Reports to Contract Manager monthly. 2.2. Public Art Plan Deliverables. a. Artist Team shall perform the services and furnish all supplies, materials, and equipment necessary to complete the Heritage Park Public Art Plan and provide certain deliverables as set forth in this Section 2.2.a.i. for City approval within five(5)months of the execution of this Agreement (time extensions may be accomplished in writing, as may be appropriate): i. Public Art Plan I. Master Plan Update narrative outlining recommendations in terms of vision, guidelines, future projects, including the future Iconic Artwork, with proposed locations, types and budget requirements, as well as new public art initiatives, with some illustrations, based on input received and national best practices. The narrative should also include recommended revisions to program guidelines, as well as program staffing needs. Deadlines for submission of Artist Team's Master Plan Deliverables,including periodic progress reports, may be extended by mutual written agreement between the Artist Team and Contract Manager. 2. Copy of Final Master Plan PowerPoint presentation, as presented to the Fort Worth Art Commission. 2.3. Additional Services, a. City may request that Artist Team provide services in addition to the services set forth in Sections 2.1. and 2.2 above. City shall make such requests in writing. Such additional services shall only be performed after execution of a written amendment to this Agreement which includes, at a minimum, a description of the additional services and scope of work,compensation and payment schedule,and schedule for the delivery and completion of services. b. City and Artist Team will mutually agree to compensation,payment schedule,schedule for the delivery and completion of any additional services. c. Artist Team reserves the right to decline to provide the additional services. Page 5 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Fee and Payment Schedule. The City shall pay the Artist Team a total fee in the amount of up to FIFTY-ONE THOUSAND DOLLARS AND NO CENTS ($51,000.00), which shall constitute fill compensation for all services and materials to be performed and furnished by the Artist Team under this Agreement and includes a travel allowance of up to FIVE THOUSAND DOLLARS AND NO CENTS $S 000.00 and up to TEN THOUSAND DOLLARS AND NO CENTS 10 000.00 for changes in scope of work, such as providing conceptual design(s) and cost estimate(s) for certain plan recommendations, or other project contingencies. All payments under this Agreement shall be made to Murray Legge,who shall be responsible for remitting to other members of the Artist Team 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 this Agreement. The fee shall be paid in the following installments, each installment to represent full and final, non-refundable payment for all services and materials provided prior to the due date thereof. a. Ten Thousand Dollars and No Cents 10 000.00) upon execution of this Agreement,recognizing that Artist Team has already invested time and expense in preliminary coordination with the City. b. Ten Thousand Dollars and No Cents 10 000.00)within thirty(30)days after the Artist Team has completed the research and key stakeholder and subject matter expert interview services outlined in Article 2.I.e.i.-ii. c. Five Thousand Dollars and No Cents ($5,,000.00) within thirty (30) days after Artist Team conducts an open public engagement meeting or participates in a Project Design Team public meeting to gather input on the Draft Heritage Park Public Art Master Plan outlined in Article 2.1.e.iii. d. Five Thousand Dollars and No Cents ($5 000.00) within thirty (30) days after Artist Team and submits a Draft Heritage Park Public Art Master Plan document for review and comment by Contract Manager and Project Co-Managers. e. Three Thousand Dollars and No Cents 3 000.00) within thirty (30) days after Artist Team makes a PowerPoint presentation of the Heritage Park Public Art Master Plan to the Fort Worth Art Commission and project stakeholders for comment and recommendation. Page 16 of 24 Agreement.Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project f. Three thousand Dollars and No Cents ($3,000.00) within thirty (30) days after Artist Team submits final Heritage Park Public Art Master Plan document and after acceptance of the plan by City. g. City will provide a travel allowance of up to Five Thousand Dollars and No Cents ($5,000.00) for Artist Team provided that Contract Manager has approved all travel for all parties in advance. Reimbursement shall be provided in accordance with General Services Administration(GSA)Lodging and Per Diem guidelines for Tarrant County, Texas, and coach class airfare and IRS mileage rate. Payment shall be made within thirty days(30 days)of receipt of an invoice from Artist Team with receipts attached to Contract Manager. h. City will provide an allowance of up to TEN THOUSAND DOLLARS AND NO CENTS ($10,000.00) for the following: (1) City may pay Artist Team for costs that are incurred by Artist Team due to changes in scope of work, including but not limited to the development of conceptual design(s) and budget estimate(s) for specific artwork(s) recommended in the Heritage Park Public Art Master Plan; and/or (2) additional travel over and above the three (3) trips included in the agreement and require funds beyond the allowance provided. Such payment will be made upon (i) receipt of supporting documentation by the Contract Manager from the Artist Team and (ii) approval by the Contract Manager of the additional costs. 3.2. Sales Taxes. The City is a tax-exempt organization;and no state or local sales taxes or federal excise taxes shall be due upon the Project. The City shall supply the Artist Team with the "Texas Sales Tax and Local Sales Tax Exemption Certificate," attached hereto as Exhibit"C" for use by Artist Team in the fulfillment of this Agreement. 3.3. Artist Team's Expenses. Artist'ream shall be responsible for the payments of all expenses incurred during the performance of this Agreement, including but not limited to services, materials, mailing/shipping charges and insurance on submissions to the City, cost of all travel, and costs for Artist Team's agents, employees,necessary for the proper performance of the services required under this Agreement. Page 17 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project ARTICLE 4 TERM AND TERMINATION 4.1. Term. This Agreement shall be in effect from the Effective Date, and, unless terminated earlier pursuant to such provisions in this Agreement, shall extend until final payment to Artist Team 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 Team or any agent or representative to any City or Contract Manager official or employee with a view toward securing favorable treatment with respect to the awarding, amending, or making of any determinations with respect to this performance of this Agreement. 4.3. Termination for Cause. If either party to this Agreement shall fail to fulfill their obligations in accordance with the terms of this Agreement, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, then the Parties shall first attempt to resolve any disputes arising from this Article 5.3 in accordance with the dispute resolution process set forth in Article 6 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. 4A. Termination for Convenience. a. The services to be performed under this Agreement may be terminated by either party, subject to written notice submitted thirty(30)calendar days before termination, specifying the grounds for termination. b. If the termination is for the convenience of City, City shall pay Artist Team for services actually rendered up to the effective date of termination, and Artist Team 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 Team's receipt of payment in frill of all monies due for services provided up to the effective date of termination, City shall have the right at its discretion to possession and transfer of title to the sketches, designs, and models already prepared and submitted or presented for submission to City by Artist Team Page S of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LL,C for the Heritage Park Public Art Project 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 Team,Artist Team shall remit to City a sum equal to all payments(if any)made to the Artist Team pursuant to this Agreement prior to termination. 4.5. Incapacity of Artist Team. a. In the event that Artist Team becomes incapable, legally or otherwise, of performing its duties and/or obligations under this Agreement, City shall have the right to terminate this Agreement on payment to Artist Team or Artist Team's successors for all work and services performed prior to incapacity. All finished and unfinished drawings, sketches, photographs, models, and any other work shall automatically become property of City. ARTICLE 5 DISPUTE RESOLUTION a. if either Artist Team or City has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the Parties shall first attempt to resolve these issues through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and list the parry'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. b. If the Parties fail to resolve the dispute within sixty(60)calendar days of the date of receipt of the notice of the dispute, then the Parties may submit the matter to non-binding mediation upon written consent of the authorized representatives of both parties in accordance with Chapter 154 of the Texas Civil Practice and Remedies Code and Chapter 2009 of the Texas Government Code,then in effect. Request for mediation shall be in writing and shall request that the mediation commence not less than fifteen (15)or more than forty-five(45) calendar days following the date of request, except upon Agreement of the Parties. In the event City and Artist Teams 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. Page 19 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project The Parties shall share the mediator's fee and any filing fees equally. Venue for any mediation or lawsuit arising under this Agreement shall be in Tarrant County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction. No provision of this agreement shall waive any immunity or defense. No provision of this Agreement constitutes consent to sue. If the Parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute.(See Article 5.3) ARTICLE 6 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 6.1 City shall own all right,title,and interest in the Work throughout the world. Further,City shall be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary rights in and to the Work. Ownership of the Work shall inure to the benefit of the City from the date of conception,creation or fixation of the Work in a tangible medium of expression(whichever occurs first). Each copyrightable aspect of the Work shall be considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, and City will be considered the author of the Work, with all rights appurtenant thereto. If, and to the extent such Work, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Artist Team hereby expressly assigns,sells,and transfers,and to the extent any such assignment,sale, or transfer cannot be made at the present time to City,agrees to assign,sale, and transfer,all exclusive right, title and interest in and to the Work, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that the City may have or obtain, without further consideration,free from any claim, lien for balance due, or rights of retention thereto on the part of the City. Artist Team shall have no copyright or other intellectual property interest in the Work. 6.2 Artist Team hereby acknowledges the rights of attribution and integrity conferred by Section 106A(a)of Title 17 of the U.S.Code,(as amended or as it may be amended in the future)Titled"Visual Artists Rights Act,"and any other right of the same nature granted by U.S. federal, state, or foreign laws, and of Artist Team's own free act hereby waives such rights with respect to any and all uses of the Work by City pursuant to this Contract. 6.3 At City's request, and at Artist Team's expense, Artist Tearn will provide all cooperation requested by City in any effort by City to establish, perfect, or defend it rights in and to the Work, .Page 110 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project including,without limitation,the execution of assignments,releases,or other documentation,and the provision of good faith testimony by declaration,by affidavit,and in-person. 6.4 City will have the sole and exclusive right throughout the world in all languages and in perpetuity to exploit the Work in any manner. 6.5 To the extent that the City intends to reproduce images from the Work in any other work not associated or related to the Work,then City is responsible for securing such permissions. 6.6 Artist Team shall include language in its agreements with subcontractors that sufficiently protects City's rights granted by Artist Team under this Article ARTICLE 7 WARRANTIES OF TITLE AND COPYRIGHT a. Artist Team represents and warrants that: i. Work shall be the original product of the Artist Team's sole creative efforts. ii. Work is and will be unique and original, and do not infringe upon any copyright or the rights of any person; iii. Artist Team has not sold, assigned,transferred, licensed, granted, encumbered, or utilized the Work or any copyright related thereto that may affect or impair the rights-granted pursuant to this Agreement; iv. Work(or duplicate thereof)have not been accepted for sale elsewhere; V. Artist Team has the full power to enter into and perform this Agreement and to make the grant of rights contained in this Agreement; and vi. All services performed hereunder shall be performed in accordance with all applicable laws,regulations,ordinances,etc.,and with all necessary care,skill and diligence. ARTICLE 8 ARTIST TEAM AS INDEPENDENT CONTRACTOR Artist Team shall perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant or employee of City. Artist Team shall have exclusive control of, and the exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of his/her officers, agents,employees, and.subcontractors. Nothing herein shall be construed as creating a partnership Pagel 11 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Ail Project or joint venture between City and Artist Team,his/her officers, agents,employees, subcontractors, and doctrine of respondent superior has no application as between City and Artist Team. ARTICLE 9 INDEMNIFICATION 9.1. General indemnity. a. ARTIST TEAM COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS,FEES(INCLUDING,BUT NOT LIMITED TO,ATTORNEY'S FEES AND COSTS OF DEFENSE),PROCEEDINGS,DEMANDS,DAMAGES,LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE,INCLUDING,BUT NOT LIMITED TO, THOSE FOR PROPERTY LOSS (INCLUDING, BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST PROFITS, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO, DEATH) TO ANY AND ALL PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM THE ACTS,ERRORS,OR OMMISSIONS OF ARTIST TEAM AND/OR ARTIST TEAM'S SUBARTIST TEAMS AND CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT. b. Artist Team agrees to and shall release City from any and all liability for injury, death, damage, or loss to persons or property sustained or caused by Artist Team in connection with or incidental to performance under this Agreement. C. Artist Team shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. 9.2. Intellectual Property. Artist Team 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 Page 112 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project responsibilities for paying royalties that are due for the use of other third party copyrighted works by Artist Team. City expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations. City specifically does not authorize,permit, or condone the reproduction or use of copyrighted materials by Artist Team without the appropriate licenses or permission being secured by Artist Team in advance. IT IS FURTHER AGREED THAT ARTIST TEAM SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES, TO WHICH THEY MAY BE SUBJECTED ARISING OUT OF CITY'S USE OR POSSESSION OF THE WORKS BY REASON OF AN ALLEGED OR ACTUAL COPYRIGHT VIOLATION OR OTHER LACK OF OWNERSHIP, AUTHORSHIP, OR ORIGINALITY. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of Artist Team. ARTICLE 10 EQUAL OPPORTUNITY a. Artist Team shall not engage in any unlawful discrimination based on race, creed, color, national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in any employment decisions relating to this Agreement, and Artist Team represents and warrants that to the extent required by applicable laws, it is an equal opportunity employer and shall comply with all applicable laws and regulations in any employment decisions. b. In the event of Artist Team noncompliance with the nondiscrimination clauses of this Agreement,this Agreement may be canceled,terminated,or suspended in whole or in part, and Artist Team may be debarred from further agreements with City. ARTICLE I 1 MISCELLANEOUS II.1. Compliance. Artist Team shall comply with all Federal, state, and local statutes, ordinances, and regulations applicable to the performance of Artist Team's services under this Agreement. Page 1 13 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project 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. 41.3. Amendments. No alteration,change,modification, or amendment of the terms of this Agreement shall be valid or effective unless made in writing and signed by both parties hereto and approved by appropriate action of City. 11.4. Waiver. No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent default of any terms, covenants, and conditions of this Agreement. The payment or acceptance of fees for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. 11.5. Governing Law and Venue. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 11.6. Successors and Assigns. Neither party hereto shall assign, sublet,or transfer its interest herein without prior written consent of the other party, and any attempted assignment, sublease, or transfer of all or any part hereof without such prior written consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of City and Artist Team 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 Team, and any lawful successor or assign, and are not intended to create any rights, contractual, or otherwise,to any other person or entity. 11.8. Severability. If any provision of this Agreement shall be held to be invalid,illegal,or unenforceable,the validity, legality,and enforceability of the remaining provisions shall not in any way be affected or impaired. 11.9. Force Majeure. 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 liable for any delay or omission in Page 1 14 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project 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 of any 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 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. 11.10. Contract Construction. The Parties acknowledge that each party and, if it so chooses,its counsel,have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. 11.11. Fiscal Funding Out. If,for any reason,at any time during any term of this Agreement,the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement,the City may terminate this Agreement to be effective on the later of(i)thirty (30)days following delivery by City to Artist Team of written notice of City's intention to terminate or (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement. 11.12. Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 11.13. Right to Audit. Artist Team agrees that City will have the right to audit the financial and business records of Artist Team 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. Page 115 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project Throughout the Term of this Agreement and for three (3) years thereafter, the Artist Team shall make all Records available to the City at 1000 Throckmorton 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 Team shall require all of its subcontractors, Associate SubArtist Team, and Artist SubArtist Team(s) to include in their subcontracts a right to audit in favor of City in substantially the same form as described in this Article IL 13. 11.14, Certified MBE/WBE. If applicable, Artist Team is encouraged to make its best effort to become a certified Minority Business Enterprise (MBE) or Woman Business Enterprise (WBE) firm with a certifying agency whose certification is accepted by the City under the City's Business Diversity Enterprise Ordinance. 11.15. Survival Provision. The provisions contained in Articles 4.5(Incapacity of Artist Team), 6(Ownership and Intellectual Property Rights), 7 (Warranties of Title and Copyright), 8 (Artist Team as an Independent Contractor), 9 (Indemnification), and 11.13 (Right to Audit) shall survive the termination or expiration of this Agreement. 11.16. Counterparts and Electronic Signatures. This Agreement may be executed in several counterparts,each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 11.17. Time Extensions. The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this Agreement. 11.18. Israel. 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 that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. If applicable under this Agreement and Pagel 16 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project Artist is considered a"company,"by signing this Agreement,Implementation Artists certify that Implementation Artists'signature provides written verification to the City that Implementation Artists:(I)do not boycott Israel;and(2)will not boycott Israel during the term of the Agreement. 11.19. 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 12 NOTICES All notices, requests, demands, and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested,postage prepaid, as follows: l. 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 City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth,TX 76102 Martha Peters, Director of Public Art Arts Council of Fort Worth 1300 Gendy Street Fort Worth,TX 76107 2. ARTIST TEAM Murray Legge,Partner Legge Lewis Legge LLC 4005 Idlewild Road Austin, TX 78731 (Signatures on following page) Page 1 17 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project IN WITNESS HEREOF,the parties hereto have executed this Agreement on this day and year first written above. CITY OF FORT WORTH ARTIST TEAM By: Fernando Costa By:Murray Legge Assistant City Manager Partner 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. Name: Martha M. Peters Title: Director of Public Art,Arts Council of Fort Worth APPROVED AS TO FORM AND LEGALITY: J s ka Williams A istant City Attorney I a :'T ATTESTED BY: Syr. _x4 Ronald P. Gonzales Acting City Secretary Contract Authorization: No M&C required Page 1 18 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC rFT. IAL RECORL - for the Heritage Park Public Art Project CITYSECRETAR 4 ORTH,T-. s 4 Exhibit A: Site } 1 4 1 .T 1C4 a + =r _ j 4 '} fit., _•' . ray ,_ ''d I i �14 } r The highlighted area above illustrates the boundaries of the Heritage & Paddock Parks and Courthouse Pedestrian Improvements Project in downtown Fort Worth, Texas. Page 1 19 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project Exhibit B: Qualifications of Artist Team Page 120 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Ail Project I ; Legge Lewis Legge LLC is an Austin,Texan hased ca—borative studo,focusing on art and architecturm LLL was founded in 2001 by architect Murray Legge FALA,cinematographer&film professor Deborah Eve Lewis and artist&graphic designer Andrea Legge. PROJECTS 2020 College Park MD Chrome Zone,permanent project for Campus Center Station at The University of Maryland forTt 3 Purple Lane tight Rail System,Maryland Transit Administration.$200K San Deigo CA Palm Street Park forAfrcxaftObservation,permanent park project for the San Diego International Airport,'i collaboration with Rick Engineering Landscape Architecture Group$2.5M 2019 Austin TX Amphibious,permanent project for AIPP Austin and the Waller Creek Conservancy$37.5K 2018 San Antonio TX Love Is Never Last..,permanent priced for the San Antonio Department far Culture and Creative Development$15K 2017 San Antonio TX World Wally permanent project for the San Antonia Department for Culture&Creative Development S90K Calgary AB,Canada FleldStatfon,permanent comniun.y engagementproject forThe Cityof Calgary Public Art Program,in collaboration with GO Collaborative.$150K 2016 Dallas TX Leaf Structure,permanent prc;-mt for the Dallas Arboretum.$160K 2014 Austin TX Light Bridge,a temporary outdoor tight installation for"Creek Show"&the Waller Creek Conservancy.$16.6K 2012 Austin TX Loop,temporary project for the Austin MLISCUm of Art!Arthouse at the Jones Center.$4K 2011 Milan Italy Animal Planter,temporary project for the Salons del Mobile 2011:GREEN AT HOME 2010 Austin TX Centerof the Farth I/r'sltor Center for Austin Batcave,a nonprofit writing&tutoring center for kids. Grand Metis PQ,Canada.Double Serpent Nature Welk,temporary project for The Reford Onrrfens 111h Annual Internationai Garden Festival.$7K NYC NY In the B&e Lane,temporary project for the NYC DOTs Urban Ads Jersey Bmiers project.$2.5K 2009 Grand Metis PQ,Canada.Fractaf Garden,temporary project for The Reford Gardens Annual International Garden Festival 2009.$10K 2008 Grand Mods PQ,Canada.Round Up(after Monef),tong-tern temporary project fee The Reford Gardens International Garden Festival 2008.$10K 2007 Austin TX UP(Ultimare Pulse):temporary project for Fist Night Austin.$1OK 2006 Allston Brighton,Boston,MA.The Lincoln Street Green Step,permanent project for The City of Boston Department of iLaighborhood Development.$220K 2005 Austin TX Cup City,temporary project at the Ausfin City Limits Music Festival,corr:ntssfoned by Austin Green Art.$5K Hu itington NY Unrnarrggeable HN,temporay project for The Town of Huntington Public Art Initiative.$2K 2004 Austin TX Elevated Prairie,permanent project for Austin Art in Public Places and the Austin Police Dept,$140K SELECT COMPETITIONS 2012 NYC NY 1-nnd Art Generator 2012.Competition for large scale power generating put Sc art.Finahkilis Park,(formerly Fresh Mile landtilQ,Staten Island,NYC.ElocWc Meadow,shorilist and puK.shed. 2007 Houston TX Sabine Street Water Pump Station Pub-C Art Project,Houston Arts Alliance.Finalist. 2006 Austin TX Pfluger Bridge Extension/Gables Town take Public Art Project,Austin Art in Public Places.Finalist. 2005 Shanksville PA Flight 93 National 9111 Memorial Competition,F':>norable Mention,C1earApproach.$2M 2003 Boston,MA Logan Airport 9/11 Memorial Competition,Logan Airport.$1,000,000.Hnal[st,Hr71 and Valley.$1 M 2002 Austin TX Lamar Underpass competition.Austin Art in Public Places.1 st Alternate Selection,Underpass.$60K LEGGE LEWIS LEDGE LLC 4WS]CIM J Rs ad..AU5116,Texas 737�1.6i2.sJ52395 Ieygelewisreggc•.com 1 Page 121 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project l v AWARDS 2017 Texas Architect Magazine Studio Award;SRNAircraif Observation Park 2012 Austin Critics Table Award;Loop AtA Austin Design Excellence Award:Unbuilt Honor:Chapel St Francis de Sates,Haute-Savoie,France 2010 Austin Art in Public Places Community Arts award 2009 Texas Society of Architects Citation of Honor Artisan Award AIA Austin Design Award,UP(Uhimate Pulse) AIA National Merit award,Objects category,Small Projects Award Program,Cup City 2007 AIA Austin Merit Award,Cup City 20G S Texas Society of Architects,Design Award,Cup City SELECT EXHIBITIONS,PUBLICATION&PRESS 2017 Texas Architect magazine.Nov/Dec2017 issue.2017 Studio Awards column:SANAircraft Observatian Parts. 2017 Texas Architect magazine.NovA)ec 2017 issue.Back Page column:World Walk. 2016 Bgm0menhng Landscapes:Testing the limits of the Garden by Emily Waugh(November 2016,puU'shed by Biflkhiiuso This book features a selection of 26 projects produced at the Reford Gardens International Qr den Festival over the years,as well as essays by landscape critic Tim Richardson,landscape architect Marc Halle and reflections from the designers that explore how the garden can challenge our assumptions,nrovide new meanings,and change how we see even the most familiar things. Texas Architect magazine.Nov/Dec 2016 issue.'Of Note'section.Legge Lewis Legge Designs an Uptiffing Observation Park for San Dfega by Alyssa Morris. 2015 Texas,4rchitect magazine.Jan/Feb 2015 Issue.Essay:Creek Show P"ght Light. 2014 Austin American Statewriar,Austin TX Sunday,December 28,2014.Year in Review/Arts:Art Events,Installations That Transformed in 2014 by Jeanne Claire van FWn blog.arahpapercom.http://Hog.archpaW.conV2014/11/creek show-light-n°3ht-2014-"ghts-austins Waller-creek(Creek Shaw Shines a Light on Waller Creek by Aaron Seward 2013 Pubtle Art Review magazine Fall/Winter 2013 Review of tlecWc Meadow,shorillsted for Land Art Generator 2012 Fresh Kills NYC. Mosaicultures tntemaffonale Montreal 2013.Jardn Botanique c.r Montreal,Quebec,Canada.Fractal Garden is featured in this international juried show of horticulture and landscape design. Regenerative Infrastructures.PHESTEL,2013.In-depth exploration of the 2012 Land Art Generator Initiative for Fresm-s Pa-k an New York's Staten Island,includ'1g LLL's shortlisted pto;ecf,Electric Meadow. 2012 Landscape World magazine,Korea.Loop article:world[,,idscapearchlfect.com.httplAvoddlandscapearchitmt.corn/ loop-austin-usa-legge4ewis-legga/Loop feature 2011 Sheldon Galleries'Bernoudy Gallery of Architecture,St Louis,Missouri.Material Landscapes,organized by The Sam Fox School of Design&Visual Arts,Washington University in St.Louis. workMndscapearchffectcom.http:tAvarldlandscapearelYi ect.com.Double Serpent Nature Walk feature BLDGBLOG architecture weblog.httpJ/bldgbiog.blogapot.com1201 0/1 1/visitors-center-for-center-of-earth.himl."A Visitor Center foriho Canter-of the Earth",blog article on.Center of the Earth Visitor Center inhabitatsom design webiog.htipJlnhnbfat.com/2010/09/02/fractal-gardens-can-be-rolled-and arranged-into-infinfte- pattemslarticle,Fractal Carden. LEGGE LLWIS MOE LLc 4W5 tdoMd Road.AushnjT s 78731,612.6.952395 Ec{11}ale wisregye.can� Page 122 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project 1 2010 Evergreen Brickwoiks�Toronto,Canada.rractal Garden November 2310AApri_2011. Centre de Design Montreal,PQ,Canada.CulliverSon dardin I Minding The Garden.Nov.11,2010-tan.16,2011. AfA Austin,Austin,TX.Elsewhere Texas,opening January 15,2010.Traveling exhibition features significant architectural projects completed since the year 2000 throughout Texas. 2009 Landscape World magazine,Korea.Cover featuring LLLss Round Up(after Monet),and article,the 201010lh edition of the Reford Gardens International Garden Festival,including Fractal Garden. Architecture Center Houston,TX.Elsewhere Texas,Sept.23-Oct.25,20I10.ExhibItIon features significant architectural projects completed since the year 2000 throughout Texas. Texas Architect magazine,Marr'i/April 2009 issue,'Backpage'section,Circuit City project 2008 The Boston Globe,Sunday,October 42,2008.Article,The Lincoln Street Green SMp The Toronto Globe and Mail,Saturday July 12th.Article,Reford Gardens international Garden Festival The Montreal Gazette,Saturday July 5th.Article,Reford Gardens International Garden Festival UnfversityWmy,,University of Massachusetts Amherst Group Ext'bition&Symposium,Art in the Public Sptrerre'. The Boston Globe,Sunday,April 13,2008.Article,The Lincoln Street Green Ship 2007 The Austin American Statesman,Monday,December 31,2007,UP(UfHmato Pulse) KUTAustfn radio interview 12/31107,UP(Ultimate Pulse) The A us tin Am edcan Statesmen,Monday,December 28,2007,UP(Ultimate Pulse). AUSTIN 360 ARTS article'Unfurling the New Year'by Jeanne Claire van Ryzin 2006 Texas Architect magazine,November 2006 issue,design article,Cup City 2005 The Austin American Statesman,Thursday,June 23 2005.Elevated Prafrio,XL cover story:`Catch the Green Wave' 77reAustin Chronicle,June 3,2005.Arta Review section,Elevated Prattle The Austin American Statesman,Thursday,May 12,2005.ARTS Recommended section,Elevated Prairie W-Am Society forEcofor3:bd Restoration Annual Conference,May 2005,Denton,Texas.Presenters,Elevated'Prairie Americans for the Arts National Conference,May 2005,Austin,Texas.Presenters,Elevated P Wde 2004 Art in America,Annual 2005-2006.Elevated Prairie,Pub:.c Art,2004 In Review section .louriNd of Architecture!Educatkmi,November 20O4.Underpass,pre;:ct forAustin PJPP,design artcle. Find complete Information on projects and news at leggelewislegge com LEGGE LEWIS LEGGE LLC 4W5Ida%M FPoud.AuAm T2"3 78734.Si2.G952995 rergralavnslc<gpa.ca�� Page 123 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project Exhibit C: Sales Tax Exemption Form � "t���0193'ltaxrt] 4•"•"�.iAer.a-tare] Texas Sales and Use Tax Exemption Certification This certificate does not require a numborlo be valid. Name o(purchmer,firm oragency City of Fort Worth,Texas Address(Street 8numbsr,P.O.8ozorRaetonumbaO Phone(Area codowdnumber) 200'texas Street 81Y 392-8517 City,slalo,zipcoda -------..- port Worth,Texas 76102 1,the purchaser named above,claim an exemption from payment of sales and use taxes(For the purchase of taxable items described below or on The attached order or invoice)from: Sailer: All Vendors Street address: City,State,ZIP Description of items to be purchased or on the attached order or Invoice: All Items.Purchaser acknowledrtes that this Certificate cannot be used for the purchase,lease or rental of a motor Purchaser claims this exemplion for the following reason: Municipality,Governmental Entity I understand that I Will be liable for payment of all state and local sates or use taxes which may become due for failure to comply will] the provisions of the Tax Code andfor all applicable law. lunderstandthafftisscdminaloffertsetogfveanexempfforfcedcafetvthvseltf rfvrlaxabtetferrrstheflknew,attho timoofpurchaso wlilbo usedtn a monnorothorthenthatexpressodlnlhiscediflcale,anddopendingonfbeamoantoftax evaded,thootfensemayrange from a Class C misdamaarror to a felony of the second dogma. hla a Finance Director/GFO NOTE: This certificate cannot be Issued for the purchase,lease,or rental of a motor vehicle. r141S CERTIFICATE DOES NOT R15QUIREA NUMBER TO BE VALID? Sates and Uso Tax"Exomplion Numbers"or"Tax Exernpt"Numbers do not exist. This certificate should be furnlshed to the supplier. Do n9A send the completed certificate to the Comptroller of public Accounts. Page 124 of 24 Agreement Between the City of Fort Worth and Legge Lewis Legge LLC for the Heritage Park Public Art Project