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Contract 57354
CSRACR NO. Y T 5735q RECEIVE, - 1 2022 Cliy0ff0RTWon AGREEMENT BETWEEN THE CITY OF FORT WORTH ""E"49@ MERGE CONCEPTUAL DESIGN LLC FOR FINAL DESIGN FOR N. BEACH/820 UNDERPASS PUBLIC ART PROJECT This Agreement, entered into this day of M"Ck , 2022, 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 Merge Conceptual Design LLC, a Limited Liability Corporation, located at 2417 20`" Street, Santa Monica, California, 90405, and acting by and through Claudia Reisenberger, its duly authorized Member. The City has designated the Arts Council of Fort Worth an Tarrant County, Inc., to manage this Agreement on its behalf. The Contract Manager shall act through its de ignated Public Art Project Manager. WHEREAS,pursuant to Chapter 2,Sections 2-56 through 2-61 of the Fort Worth Code of Or ' ances, the Fort Worth Public Art Program's goals are to create an enhanced visual environment for Fort Worth residents, to commemorate the City's rich cultural and ethnic diversity,to integrate the design work of artists into the development of the City's capital infrastructure improvements and to promote tourism and economic vitality in the City through the artistic design of public spaces; WHEREAS, City has completed improvements at the intersection of North Beach and Inters ate 820, which borders Fort Worth and Haltom City (Council District 4); WHEREAS,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 G-18339. The project is also included in the Fort Worth Public Art Fiscal Year 2022 Annual Work Plan, adopted by the Fort Worth City Council on November 9, 2021 (M&C 21-0830); WHEREAS, on September 14, 2021, the City entered into a contract with Artist to develop a Preliminary Design for the Site (Fort Worth City Secretary Contract No. 56306); WHEREAS, on February 21,2022,the Fort Worth Art Commission("FWAC")approved the Artist's Preliminary Design, and recommended that the Artist develop a Final Design based upon the Pre iminary Design for public artwork to be incorporated into the Site; WHEREAS, City and Artist wish to set out the terms and conditions under which said Work shall be designed to promote the integrity of Artist's ideas and statements as represented by the Work; NOW, THEREFORE, City and Artist for and in consideration of the covenants and agr ements 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: OFFICIAL RECORD CITY SECRETARY Agreement Between the City of Fort Worth and FT WORTH,TX Merge Conceptual Design LLC for Final Design for 820 Underpass i 1.1. Agreement—Means and includes this agreement between the City and Artist for Final Design of Public Art for the Site. 1.2. Artist—Means and includes Merge Conceptual Design LLC, a limited liability corporation. 1.3. Artwork Design—Means and includes the Preliminary Design and Final Design of tt,c Work, which is defined in 1.3a and 1.3.b below: 1.3.a.Preliminary Design—Means all preliminary drawings,sketches,narrative descriptions, budget estimates, and the like that are created by Artist in connection with Fort W rth City Secretary Contract No. 56306, depictions of which are attached hereto as Exhibit `A" and incorporated herein for all purposes. 1.3.b. Final Design—Means Artist's final,proposed design of the Work for the Site, which is based upon the Preliminary Proposal and includes, but is not limited to, all final ci-awings, sketches, prototypes, maquettes, models, and the like that may be created by rtist in connection with this Agreement, or the like that are related,directly or indirectly,to t e Work and shall include Artist's specifications for fabrication and installation of the Work. 1.4. Contract Manager—Means and includes the Arts Council of Fort Worth and Tarrant County, Inc., and/or its officers, directors, employees. 1.5. City—Means and includes the City of Fort Worth. 1.6. Effective Date — Means and includes the date represented in the first paragrap of this Agreement. 1.7. Final Design Deliverables — Means and includes those items set forth in Article 2A of this Agreement that are required for City's review and approval. 1.8. Parties—Means and includes City and Artist. 1.9. Project—Means and includes the capital improvement or public art development undertaking of City for which Artist's services are to be provided pursuant to this Agreement. A Project outline attached hereto as Exhibit`B"describes the parameters and expectations of the project. 1.10. Project Core Team—Means and includes the group of community members, generally 5-7 individuals, who are invited by the City Council Member to provide input on the Project for its duration, in accordance with the Fort Worth Public Art Master Plan Update, page 23. 1.11. Project Stakeholders—Means and includes the appropriate City Council Member(s),the N. Beach/820 Underpass Project Core Team, the Artist Selection Panel, the FWAC's appointed representative, City staff, Texas Department of Transportation("TxDOT"), and others as may be appropriate. 1.12. Site — Means the area of North Beach Street underneath Interstate 820 but excluding the eastbound u-turn lane provided that the areas addressed by the artwork do not interfere with traffic nor adversely impact TxDOT infrastructure. Further details are attached hereto as Exhibit"C." Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 2 of 28 1.13. Work—Means and includes the finished objects of art and design that are the subject of this Agreement, or any intermediary stage of completion of such works. ARTICLE 2 SCOPE OF SERVICES AND DELIVERABLES 2.1. Artist Selection. City and Artist acknowledge that the Preliminary Design submitted by Artist was approved by the FWAC on February 21,2022, and is the basis for executing this Agreement with the Artist. 2.2. Scope of Services. a. Artist shall perform all services and will famish all supplies, materials, and equipment as n cessary for developing a Final Design of the Work and for providing the Final Design Deliverables. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. b. Artist shall create an Artwork Design with a symmetrical approach to the Site,determining th artistic expression, scope, design, color, size, material, and texture of the Work, subject to review aid input from Project Stakeholders and approval by City as set forth in this Agreement. City may request changes to the Artwork Design from time to time under this Agreement, and Artist will accommodate City's requests. C. The location at the Site on which the Work shall be installed shall be mutually agreed upon by City and Artist prior to installation. d. Artist, upon request of Contract Manager, shall provide information and/or attend meetings with appropriate City staff for purposes of risk assessment, safety review, sighting of the Work, and permitting. e. Artist shall meet and coordinate Contract Manager, City, the Texas Department of Transl ortation ("TxDOT"), and others, as necessary, to integrate the Work into the Site in terms of attachment methods, structural considerations, electrical connections or other existing infrastructure that may be utilized to support the Work. The attachment method of the Work shall be agreed upon prior to a Final Design presentation. f. Upon request of City, Artist shall consult with a qualified art conservator and shall providc written maintenance recommendations for the Work from said conservator to the Contract Manager. g. Artist shall present the Final Design to the FWAC for joint review with the Project Core Team, other Project Stakeholders,the appropriate City staff,and for the FWAC's approval at a regularly s eduled FWAC meeting with a date and time mutually agreed upon. The Final Design shall subsequently be shared with City boards or commissions, as appropriate. h. Artist may make up to one (1)trip to Fort Worth, Texas, for site visits, meetings and presentations as indicated above,and shall be compensated for travel per item 3.2.f. in the Payment Schedule. If artist Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 3 of 28 chooses not to travel to Fort Worth, Texas, due to COVID-19 safety concerns, Artist shall pa licipate in meetings and make presentations as indicated above via Zoom, WebEx, or other virtual telecommuting platforms and shall receive no travel compensation. Additional meetings may be required and could be negotiated and agreed upon in writing by City and Artist. i. Artist shall allow video recording and photography of their participation during activities rc lated to this project such as presentations and meetings. j. In order to maintain the integrity of the City of Fort Worth's public art process, for the duratic n of the Agreement, if Artist intends to seek his/her own publicity for the Work, including publicati of the artwork design on Artist's website or social media, such efforts will occur after Preliminary Design has been approved by the FW AC. Any potential publicity being sought for the Work, including press/media release(s), must be approved, in advance, by Contract Manager, and shall credit he City of Fort Worth substantially in the following form, "an original artwork commissioned by ar d in the public art collection of the City of Fort Worth, Texas." A-social media plan must be appr ved, in advance,by Contract Manager, and shall include the hashtag#fwpublicart. 2.3. City Assistance. Upon request by Artist, City shall promptly furnish all information and materials required by Artist to the extent that such materials are available. City,upon request by Artist,shall also provide correct scaled drawings of the Site, if available. 2.4. Final Design Deliverables. a. Within three (3) months after the Effective Date, Artist shall provide services and all supplies, materials, and equipment necessary to provide certain deliverables, as set forth in this Article 2.4 to City for approval. Final Design Deliverables shall consist of the following: i. Detailed, design illustrations for the Work for the Site, which shall be in a high-re olution digital format, such as JPEG or TIF files, showing the proposed Work from multiple vantage points with at least one illustration showing the Work's size and placement in relation to the Site; ii. An artist statement, which may include but is not limited to the following topics: the overall philosophical approach of the work, how the artwork relates to or engages viewer in the community, what influenced the Artwork Design, how techniques or materials relate to the content of the work,and how the work relates to the Artist's studio practice. iii. A final written narrative for the Work, describing the following: (1) Artist's Final Design concept;(2)Timeline for completion,proposed materials,fabrication,installation methods for all elements of the Work, including information regarding Artist's subcontractor(s) if any; Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 4 of 28 and(3)Maintenance requirements for all elements of the Work as dictated by the Artist,along with cost estimates for annual maintenance; iv. Material or fabrication samples and/or model for the Work,as deemed necessary by the Artist; V. A detailed final budget,on the budget form attached hereto as Exhibit"D,"for implementation of the Work in an amount not to exceed $241,700.00 reflecting total costs and incl sive of remaining artist's fee of $16,200.00, materials, labor, fabrication, travel, transportation, construction, insurance (City requirements attached hereto as Exhibit "E'), att chment method(s), installation, all associated costs for the Work, and a contingency of$30,0 0.00. vi. Comprehensive working drawings, detailing the means of installing all elements of the Work on the Site, together with other such graphic material to permit City to carry out s ctural design review. Professional Liability Insurance is required in all circumstances fo on-site artwork requiring engineering and/or architectural services. City will conduct a review of structural design and other related graphic material prior to installation of the Work. Upon City's request,drawings must be signed and stamped by an engineer and/or architect icensed to work in the State of Texas. Artist will provide the Contract Manager a certi cate of insurance for each licensed professional and provide City with a thirty(30)calendar day notice of cancellation of any policy required hereunder. The City's insurance requirements are attached hereto as"Exhibit E';and vii. Artist shall provide the Final Design presentation materials in PowerPoint form to the Contract Manager to become part of the City of Fort Worth Public Art archive owned y City. All documents,models,and/or drawings will be retained for archival and exhibition piirposes. b. Deliverables shall be submitted to the Contract Manager three (3) weeks prior to the scheduled Final Design presentation for staff review. 2.5. Final Design Review. a. Upon completion and submission of the Final Design Deliverables and acceptance by 3ontract Manager, Artist shall present the Final Design to the FWAC for joint review with the Project Core Team, other Project Stakeholders, the appropriate City staff, and for the FWAC's approval at a regularly scheduled FWAC meeting with a date and time mutually agreed upon. The Final Design shall subsequently be shared with City boards or commissions, as appropriate. b. City shall notify Artist of its approval, or disapproval, of the Final Design, either in whole or in part, within thirty(30)business days of Artist's presentation to the FWAC. C. If City disapproves of the Final Design,either in whole or in part,then City shall inform Artis of each revision to be made to the Final Design. City may require Artist to make such revisions to the Final Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 5 of 28 Design as City deems necessary in its sole discretion and/or for the Work to comply with ap licable statutes,ordinances,or regulations of any governmental regulatory agency having jurisdiction over the Site for reasons of safety and security. d. Artist shall have thirty (30) calendar days from the date City informed Artist of the revisi n(s) to present the revised Final Design in conformance with City's requirements. e. If City disapproves of the resubmitted Final Design, any further Final Design resubmissions will be by mutual agreement of the Parties and subject to the procedures and terms in this Article If the Parties desire not to continue with the resubmission process, then this Agreement will autory atically terminate,with payment for work performed per the payment schedule in Article 3 up through the date of termination. (see Article 4.4.d) f. Upon City's approval of the Final Design, any revisions made to a City-approved Final Design shall become part of the Final Design. Artist shall incorporate any City-approved revisions into the Final Design in conformance with City's requirements. g. Artist's Final Design and all other work product under this Agreement shall become the property of City, without restriction on future use (see Article 6). h. Upon the expiration of the Term(hereinafter defined)of this Agreement,if the Final Design is accepted by City and funding is appropriated by the Fort Worth City Council, negotiations for fabrication, delivery, and installation of the work shall commence, which shall become part of the del verable under any anticipated artwork commission contract. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation. Total compensation to Artist under the Agreement shall be in an amount of up to THIRTY FOUR THOUSAND, FOUR HUNDRED DOLLARS AND NO CENTS 634,400.00),which shall consti to full compensation for any and all costs associated with this Agreement, including, but not limited to, Art st's fee of$18,900.00, travel, engineering, material sample mock-ups and consulting fees and services perfort ied and materials furnished by Artist under this Agreement. 3.2. Payment Schedule. City agrees to pay Artist in the following installments set forth below, each installment to represent full and final, non-refundable payment for all services and materials provided prior to the due date thereof: a. FOUR THOUSAND DOLLARS AND NO CENTS ($4,000.00) upon execution of this Agr ement. b. FIVE THOUSAND DOLLARS AND NO CENTS 65,000.00)within thirty(30)calendar days after Artist submits the Final Design Deliverables as required under Article 2.4 of this Agreement. Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 6 of 28 C. FIVE THOUSAND DOLLARS AND NO CENTS($5,000.00)within thirty(30)calendar d ys after Artist makes a presentation of the Final Design to the FWAC,the Project Core Team,and othei Project Stakeholders. d. FOUR THOUSAND, NINE HUNDRED DOLLARS AND NO CENTS ($4,900.00) with n thirty (30)days after the City notifies the Artist of its approval of the Final Design. e. City will provide an allowance of up to EIGHTEEN THOUSAND DOLLARS AND NO CENTS ($18,000.00) for engineering, material sample mock-ups and any associated travel, pro ssional services,and conservator or other consulting fees as necessary. Such payment shall be made for actual services rendered only and upon receipt of an invoice from Artist with the original invoice (a retainer fee of up to 50% is allowed)for such services attached. 3.3. Sales Taxes. City is a tax-exempt organization and no state or local sales taxes or federal excise taxes shall be due upon the project. City shall supply Artist with the "Texas Certificate of Exemption" in substantially the same form as that attached hereto as Exhibit"F"for use by Artist in the fulfillment of this Agreement. 3.4. Artist' Expenses. Artist shall be responsible for the payments of all expenses incurred during the performance of this Agreement, including, but not limited to, services, materials, mailing/shipping charges and insurance on submissions to City, cost of all travel, and costs for Artist's agents, consultants, and/or employees necessary for the proper performance of the services required under this Agreement. ARTICLE 4 TERM AND TERMINATION 4.1. Term. This Agreement shall be in effect from the Effective Date, and, unless terminated earlier pursuant to such provisions in this Agreement, shall extend until final payment to Artist by City. 4.2. Gratuities. City may cancel this Agreement if it is found that gratuities in the form of entertainment, gifts, or o1herwise were offered or given by Artist or any agent or representative to any City or Contract Manager official or employee with a view toward securing favorable treatment with respect to the awarding,amending, or making of any determinations with respect to this performance of this Agreement. 4.3. Termination for Cause. If either party to this Agreement shall fail to fulfill their obligations in accordance with the terms of this Agreement, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, then the Parties shall first attempt to resolve any disputes arising from this Article 4.3 in accordance with the dispute resolution process set forth in Article 5 of this Agreement. If the Parties cannot resolve the di pute(s), Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 7 of 28 then the disputing party shall thereupon have the right to terminate this Agreement upon the delivery of a written"Notice of Termination"specifying the grounds for termination. Termination of this Agreement under this provision shall not relieve the party in default of any liability for damages resulting from a breach or a violation of the terms of this Agreement. 4.4. Termination for Convenience. a. The services to be performed under this Agreement maybe terminated by either party,subject t written notice submitted thirty(30)calendar days before termination, specifying the grounds for term[nation. b. If the termination is for the convenience of City,City shall pay Artist for services actually rendered up to the effective date of termination in accordance with Section 3.2 of this Agreement, and Ar ist shall continue to provide the City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon Artist's receipt of payment in full of all monies due for services provided up to the effective date of termination, City shall have the right at its discretion to possession and transfer of title to the sketches,designs,and models already prepared and submitted or presented for submission to City by Artist under this Agreement prior to the effective date of termination, provided that no right to fabricate or execute the Work shall pass to City. C. If termination is for the convenience of Artist, City shall have the right, in its sole discretion, to pay Artist for services actually rendered up to the effective date of termination in accordance with Section 3.2 of this Agreement or require the Artist to remit to City a sum equal to all payments (if an ) made to the Artist pursuant to this Agreement prior to termination. If City chooses to pay Artist, then all work product produced by Artist under this Agreement, including but not limited to finis led and unfinished drawings, sketches, photographs, models, and designs, up to the effective date of termination shall become property of the City. d. If termination is by mutual agreement of the Parties as set forth in Article 2.5,then City shall p y Artist for work performed in accordance with Section 3.2 of this Agreement up through the date of termination. City shall have the right to possession and transfer of all work product produced by Artist under this agreement including, but not limited to, finished and unfinished drawings, sketches, photographs, models, and designs up to the effective date of termination. 4.5. Incapacity of Artist. a. In the event that Artist becomes incapable, legally or otherwise, of performing its dutie and/or obligations under this Agreement, City shall have the right to terminate this Agreement on payment to Artist or Artist's successors for all work and services performed prior to incapacity. All finished and unfinished drawings, sketches, photographs, models, and any other work shall automatically become property of City. Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 8iof 28 b. Should Artist's Final Design have been approved, in the event of termination under this Art cle 4.5, City shall have the right to complete the Work. Due regard shall be made for Artist's intende I results and proper credit and acknowledgement shall be given to Artist. ARTICLE 5 DISPUTE RESOLUTION If either Artist or City has a claim, dispute, or other matter in question for breach of duty, obl gations, 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 dis ute and list the party's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, r other reasonable means to resolve any claim, dispute, breach, or other matter in question that may arise out f, or in connection with this Agreement. If the Party fails to resolve the dispute within sixty(60)calendar days of the date of receipt of the notice of the dispute, then the Parties may submit the matter to non-binding mediation upon written consent of the authorized representatives of both parties in accordance with Chapter 154 of the Texas Civil 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)calen ar days following the date of request, except upon Agreement of the Parties. In the event City and Artist are unable to agree to a date for the mediation or to the identity of a mutually agreed mediator within thirty (30)calendar days following the date of the request for mediation,then all the conditions precedent in this article shall bedeemed to have occurred. The Parties shall share the mediator's fee and any filing fees equally. Venue for any mediation or lawsuit arising under this Agreement shall be in Tarrant County,Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction. No provision of this agreement shall waive any immunity or defense. No provision of this Agreement constitutes consent to sue. If the Parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute.(See Article 4.3) ARTICLE 6 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 6.1. Title. Title to the Work, including, but not limited to, all documents, models and/or drawings that constitu a or are components of the Work and/or the Artwork Design, shall pass to City upon Final Acceptance and ayment for the Work or pursuant to the applicable termination provision of this Agreement. These documents models and/or drawings will be retained for archival and exhibition purposes. Artist's Artwork Design,Work and all Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 9 of 28 other work products under this Agreement shall become the property of City,without restriction on fiiture use, except as provided below. 6.2. Copyright Ownership. Artist retains all rights under the Copyright Act of 1976, 17 U.S.C. Section 101 et seq., as the sole author of the Work for the duration of the copyright. 6.3. Reproduction Rights. a. In view of the intention that the Artwork Design and the Work be unique, Artist shall not make any additional exact duplicate reproductions of the Artwork Design or the Work, nor shall Artist grant permission to others to do so except with the express written permission of City. However, nothing herein shall prevent Artist from creating future artworks in Artist's manner and style of artistic expression. b. By execution of this Agreement, Artist grants to City an exclusive, perpetual, royalty fiee, and irrevocable license to graphically depict or publicly display the Artwork Design and Work for any non-commercial purpose whatsoever. For purposes of this limitation,any graphic depiction or display of the Artwork Design and/or the Work intended to promote or benefit City, its public servic s or its public purposes, regardless of whether or not a fee is charged to the public, or whether revenue is otherwise received by City, shall be deemed a non-commercial purpose. Notwithstanding the above limitation, Artist agrees and understands that nothing in this paragraph shall affect or limit City's absolute, unrestricted rights incidental to City's full ownership of the Work to alter, change, modify, destroy, remove, move, replace, operate, maintain, transport, sell or transfer, in whole or in part, the Work when City deems it necessary within its discretion, in order to otherwise exercise City's powers and responsibility in regard to public works and improvements, in furtherance of City's operations or for any other reason. C. All reproductions by City shall contain a credit to Artist and a copyright notice substantially in the following form: "©date, Artist's name." d. Unless notified otherwise by City,Artist shall use Artist's best efforts in any public showing ot resume use of reproductions to give acknowledgment to City in substantially the following form: "an riginal artwork commissioned by and in the public art collection of the City of Fort Worth, Texas." e. Artist may,at Artist's expense,cause to be registered with the United States Register of Copy ights,a copyright in the Work in Artist's name. f. City is not responsible for any third-party infringement of Artist's copyright and not reapon ible for protecting the intellectual property rights of Artist. ARTICLE 7 WARRANTIES OF TITLE AND COPYRIGHT Artist represents and warrants that: Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 10 of 28 a. Artwork Design and/or Work shall be the original product of the Artist's sole creative efforts. b. Artwork Design and/or Work is and will be unique and original, and does not infringe upon any copyright or the rights of any person; C. Artist has not sold, assigned, transferred, licensed, granted, encumbered, or utilized the rtwork Design and/or Work or any copyright related thereto that may affect or impair the rights granted pursuant to this Agreement; d. Artwork Design and/or Work(or duplicate thereof) have not been accepted for sale elsewher ; e. Artist has the full power to enter into and perform this Agreement and to make the grant f rights contained in this Agreement; and f All services performed hereunder shall be performed in accordance with all applicable laws, regulations, ordinances, etc., and with all necessary care, skill and diligence. ARTICLE 8 ARTIST AS INDEPENDENT CONTRACTOR Artist shall perform all work and services hereunder as an independent contractor,and not as an office , agent, servant or employee of City. Artist shall have exclusive control of,and the exclusive right to control th details of the work performed hereunder,and all persons performing same,and shall be solely responsible for the acts and omissions of his/her officers,agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between City and Artist, his/her officers, agents, employ es and subcontractors, and doctrine of respondent superior has no application as between City and Artist. ARTICLE 9 INDEMNIFICATION 9.1. General Indemnity. a. ARTIST COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS,JUDGMENTS,ACTIONS, CAUSES OF ACTION, LIENS, LOSSES,EXPENSES,COSTS,FEES(INCLUDING,BUT NOT LIMITED TO,ATTO EY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE, INCLUDING, BU NOT LIMITED TO, THOSE FOR PROPERTY LOSS (INCLUDING, BUT NOT LIMIT D TO, WORKERS' COMPENSATION ACT LIABILITY, LOST PROFITS, AND PRO ERTY 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 RE OR ASSERTED, ARISING OUT OF OR RESULTING FROM ANY ACTS, ERROT IS, OR OMMISSIONS OF ARTIST AND/OR ARTIST'S SUBARTISTS AND CONTRACTOFS AND Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 11 of 28 THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE O THIS AGREEMENT. b. Artist agrees to and shall release City from any and all liability for injury, death, damage, or loss to persons or property sustained by Artist in connection with or incidental to performance ur der this Agreement. C. Artist shall require all of its subcontractors to include in their subcontracts a release and indeinnity in favor of City in substantially the same form as above. 9.2. Intellectual Property. Artist agrees to assume full responsibility for complying with all State and Federal Copyright Laws and any other regulations, including, but not limited to, the assumption of any and all responsibilities for paying royalties that are due for the use of other third party copyrighted works by Artist. City expressly ass mes 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 mat rials by Artist without the appropriate licenses or permission being secured by Artist in advance. IT IS FU 1,THER AGREED THAT ARTIST SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARIVILESS CITY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMIT D 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 sha 1 be the exclusive obligation of Artist. ARTICLE 10 EQUAL OPPORTUNITY a. Artist shall not discriminate against any employee or applicant for employment because of age, disability, race, color, religion, sex, sexual orientation, national origin, familial status, tran gender, gender identity,or gender expression. Artist shall take affirmative action to ensure that emplo ees are treated equally during employment, without regard to their age, disability, race, color, religion, sex, sexual orientation, national origin, familial status, transgender, gender identity, or gender expression. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, transfer,recruitment or pay or other forms of compensations, and selection for training,including, but not limited to, apprenticeship. Artist agrees to post in conspicuous places, available to emplo ees and Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 12 of 28 applications for employment, notices to be provided by the City setting forth the provision of this nondiscrimination clause. b. Artist shall in all solicitation or advertisements for employment placed on or on behalf of the Artist, state that all qualified applicants shall receive consideration for employment without regard to race, color,religion, sex,sexual orientation,national origin,familial status,transgender,gender identity,or gender expression. C. Artist shall furnish all information and reports requested by City, and shall permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with such r les and regulations. d. In the event of Artist noncompliance with the nondiscrimination clauses of this Agreement, this Agreement may be canceled,terminated,or suspended in whole or in part,and Artist may be debarred from further agreements with the City. ARTICLE 11 MISCELLANEOUS 11.1. Compliance. Artist shall comply with all Federal, state and local statutes, ordinances and regulations applicabl to the performance of Artist's services under this Agreement. 11.2. Entire Agreement. This writing embodies the entire agreement and understanding between the Parties hereto, and then are no other agreements and understandings, oral or written, with reference to the subject matter hereof thal are not merged herein and superseded hereby. 11.3. Amendments. No alteration, change, modification or amendment of the terms of this Agreement shall be valid or effective unless made in writing and signed by both parties hereto and approved by appropriate action of the City. 11.4. Waiver. No waiver of performance by either party shall be construed as or operate as a waiver of any subsequen default of any terms,covenants,and conditions of this Agreement. The payment or acceptance of fees for an 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 Ag aement, 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. Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 1.3 of 28 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 and their respective successors and permitted assigns. 11.7. No Third-Party Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of City and Artist, and any lawful successor or assign, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 11.8. Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 11.9. Force Majeure. City and Artist will exercise their best efforts to meet their respective duties and obligations asset fort in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure Dr 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 explanat"on as to how it prevents or hinders the Parry'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 xhibits hereto. 11.11. Fiscal Funding Out. If for any reason, at any time during any term of this Agreement, the Fort Worth City Council fails to appropriate funds sufficient for City to fulfill its obligations under this Agreement, City may termiT ate this Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 14,of 28 Agreement to be effective on the later of(i) thirty (30) days following delivery by City to Artist of written notice of City's intention to terminate or(ii)the last date for which funding has been appropriated by he 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 agrees that City will have the right to audit the financial and business records of Artist that rely e to the Work(collectively"Records")at any time during the Term of this Agreement and for three(3)years thereafter in order to determine compliance with this Agreement. Throughout the Term of this Agreement and f or three (3) years thereafter, the Artist shall make all Records available to the City at 200 Texas Street, Fort Worth, Texas or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. Artist shall require all of its subcontractors to include in their subcontracts a right to audit in favor of City in substantially the same form as described in this Article 11.13. 11.14. Certified MWBE. If applicable, Artist shall make its best effort to become a certified Minority Business Enterprise (: BE) or Woman Business Enterprise(WBE)firm with a certifying agency whose certification is accepted by Cily under the City's Business Diversity Enterprise Ordinance. 11.15. Survival Provision. The provisions contained in Articles 4.5 (Incapacity of Artist), 6(Ownership and Intellectual Property fights), 7 (Warranties of Title and Copyright), 8 (Artist as an Independent Contractor), 9 (Indemnification), ar d 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 Agre ment. 11.18. Israel. If Artist is a company with ten(10)or more full-time employees and if this Agreement is for$100,000 or more, Artist acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott Israel during Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 15 of 28 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,Artist certifies that Artist's signature provides written verification to the City that Artist: (1) does not boycott Israel;and(2) will not boycott Israel during Me term of the Agreement. 11.19. Energy Companies. If Artist is a company with ten(10)or more full-time employees and if this Agreement is for$100,000 r more, Artist acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added y Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the Ci- with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1)does not boycott energy companies; and(2)will not boycott energy companies during the term of the contract. The terms"boycott energy company"and"company"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by sign ng this Agreement, Artist certifies that Artist's signature provides written verification to the City that Arfist. (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 11.20. Firearms and Ammunitions Industries. If Artist is a company with ten(10)or more full-time employees and if this Agreement is for$100,000 r more, Artist acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the Ciot with a company with 10 or more full-time employees unless the contract contains a written verification ftom the company that it: (1)does not have a practice, policy,guidance,or directive that discriminates against a firearm entity or firearm trade association;and(2)will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms"discriminate,""firearm entity"and "firearm trade asso iation" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applli able to this Agreement, by signing this Agreement, Artist certifies that Artist's signature provides written verification to the City that Artist. (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and(2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 16 of 28 1 ARTICLE 12 NOTICES All notices, requests, demands, and other communications which are required or permitted to be give i under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, as follows: 1. CITY OF FORT WORTH: Fernando Costa,Assistant City Manager City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, TX 76102 Copies to: Laetitia Brown,Interim City Attorney Office of the City Attorney 200 Texas Street, Third Floor Fort Worth, TX 76102 Martha Peters, Director of Public Art Arts Council of Fort Worth& Tarrant County 1300 Gendy Street Fort Worth,TX 76107 2. ARTIST: Claudia Reisenberger Merge Conceptual Design LLC 2417 201h Street Santa Monica, California 90405 Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 17 of 28 IN WITNESS HEREOF,the Parties hereto have executed this Agreement on the Effective Date. CITY OF FORT WORTH ARTIST by. � � by. a,-,-u-- Fernando Costa Claudia Reisenberger Assistant City Manager Member LLC Date: zz Date: 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. WZc& M Name:Michelle Richardson Title:Public Art Project Manager APPROVED�' �w AS TO FORM AND LEGALITY: J , ika Williams Assistant City Attorney M< RT �© ATTESTED BY: J ette S.Goodall * ................ 1� I Ci Secretary r� Form 1295 Not Required Contract Authorization: M&C—No M&C Required Agreement Between the City of Fort Worth and OFF Ci L E ORD Merge Conceptual Design LLC for Final Design for 820 Underpass 18 028 C1779ECR ARY FT. WORT ,TX I EXHIBIT A: APPROVED PRELIMINARY DESIGN The N.Beach/820 Underpass Preliminary Design is an uplifting,playful experience.Responding to the Project Core Team's interest in a gateway artwork that is bold and sparks intrigue,Reisenberger designed a series of bright colored wind wheels that connect to the identity of the area and greater Fort Worth. For the Preliminary Design,fifty-eight(58)artist-designed wind wheels made of bicycle components will create movement northbound and southbound through the underpass,attaching to the site's colonnades.Each piece will respond to the environmental elements of the area,specifically wind and light:wind that passes through the site on a given day will push the wheels to spin at various speeds;and,light will illuminate the wheels'reflective surface, allowing tonal color shifts throughout the day. Overall Preliminary Designzz `' • ®~ Preliminary Design detail of east colonnade Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 19 of 28 � . Detail: Layering of wind wheels and proposed cantilever system BRIDGE DECK CONCRETE.i-MLR5HL4UhU CONeRETE9 X 4W STEEL TUBE CONCRETE Mill CANTLEVER MW 4W STEEL TUBE. I6 WAX L EWTI• WIND WHEEL HUB C.MT&EVEREO FR9w TUR 9Tc11 CONCRETE COLUMNS WM MHEEL f� Elevation: Proposed cantilever system attachment on concrete cap, between bridge deck beams Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 20 of 28 EXHIBIT B: PROJECT OUTLINE N. Beach/820 Underpass Public Art Project Outline WOO L As part of the 2014 Bond Program,the City of Fort Worth rehabilitated and expanded N. Beach from, 1-820 northbound to Fossil Creek Boulevard. The N. Beach underpass at 1-820 was identified in the Fort Worth Public Art Plan for the 2014 Bond Program as an impactful location for public art,which could engage nearby residents, as well as visitors to Fort Worth. PUBLIC ART SITE AND APPROACH This public art project provides an opportunity for an artist to create a unique artwork for the N. Beach/820 Underpass, which is 16'7" in height by 100' in width by 230' in length.The roadway below the underpass expands to ten lanes with three bridge decks overhead held up by seventeen pillars on either side.The artwork shall be properly integrated into the site and considerate of its functional needs. At their meeting,the Project Core Team discussed their interest in work that reflected their diverse community at a juncture which connects Fort Worth and Haltom City.The Team spoke of the nature that surrounds this area, referencing Fossil Creek and the many birds and animals that have become their neighbors. Overall,the team suggests artwork that uses light, is predominately viewable from the car, and invites curiosity through material or application. PUBLIC ART BUDGET The N. Beach/820 Underpass project is included in the Fort Worth Public Art Fiscal Year 2021 Annual Work Plan, adopted by the Fort Worth City Council on September 22, 2020 (M&C 20-0678).Approximately $300,000.00 was included in the Public Art Plan for the 2014 Bond Program for the N. Beach/820 Underpass Public Art Project budget including contingencies. Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 21 of 28 ELIGIBILITY Staff will recommend 6-8 artists from the Fort Worth Public Art Pre-Qualified List of Artists, and add i ionaI artists by invitation, whose work would be a good fit for the project. PROJECT CORE TEAM 1. Nancy Cohen, Stoneglen 2. Jennifer Dunn, National Weather Service 3. Jerry Faughtenberry, Villas of Fossil Creek 4. Thomas Gilliam,The Crossing at Fossil Creek 5. Mary Haltom, Haltom City Representative 6. Ken Seeling, Stoneglen at Fossil Creek 7. Blaine Ubelhor, Meadows of Fossil Creek ARTIST SELECTION PROCESS SELECTION PANEL MEETING#1 FWPA staff shall present a pool of artists to the Artist Selection Panel. Artists will be contacted prior o being considered by the Artist Selection Panel, to ascertain their interest and availability.The Artist Selection Panel shall review the artists' qualifications and select 3 finalists and 1 alternate. FINALIST ORIENTATION The finalists shall participate in an orientation for the project, including a virtual site visit. SELECTION PANEL MEETING #2 The Artist Selection Panel shall hear interview presentations by each of the three artists individually.IThe Panel may then ask questions pertinent to the project and/or about their professional experience.The Panel will then recommend one artist and one alternate for the project. Upon the Fort Worth Art Commission's approval, a Preliminary Design contract will be executed with the selected artist. MEETING FACILITATOR: Michelle Richardson, Public Art Project Manager,Arts Council of Fort Wort�I and Tarrant County ARTIST SELECTION PANEL(Voting) 1. Council Member Cary Moon, District 4 2. Nancy Cohen, Elected Project Core Team Member 3. Raul Pena, Fort Worth Art Commissioner 4. Desiree Vanecia,Artist 5. Longhui Zhang,Artist ADVISORS(Non-voting) 1. Alicia Ortiz, District 4 Director 2. Ali Momenzadeh,TxDOT 3. Minh Tran,TxDOT 4. Marty Stewart,TxDOT 5. David Jodray,Transportation/Public Works, City of Fort Worth 6. Christi Pruitt, Representative of Haltom City 7. Other Project Core Team Members 8. Others as may be appropriate Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 22'of 28 EXHIBIT C: SITE Tr ark Saginaw E„a„au ++poc.arsw cw*rft. wrao.r Mrra N' s.! Bkte hiouri 1 t" ! Watauga �d emrr u c.■ s.rm ie ! Fo.nC—kBW tI � d f Q Q __._:imer rocae.s —__ i Iron Horse Golf Civil rant . C9 North � f Richland Hips P Cwt 4itt rth LIM04 Hills } MeacNm Intl AWpW Fort Woiili % 00 _ ' n Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 23 of 28 11 '� Aerial view of I-820 Underpass at North Beach Red area indicates applicable surfaces of the underpass, extending eastward up to the eastbound u-turn lane.. Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 24 of 28 EXHIBIT D: BUDGET FORM PROJECT ARTIST ,RPROJECT PROJECT f PROJECT DEVELOPMENT TEMPLATE COSTS DEVELOPMENT TEMPLATE COSTS FEES l INSTALLATION Artist Fee(Studio Overhead,oesion,Admin) Wansportaflon of Artwork Engineer Permits t.edbng Desiprer Site Preparation/Remedabon Conservator Footings/Foundations PbDUVapher Electrical Cunnectkms J Modifications Other Prafessional Fees tnstalier Labor ErpeRment Rental waffic control SUB-TOTAL FEESy SUB TOTAL tWrALLATION TRAVEL(Based on GSA Rates) 1 INSURANCE Lod Ling General Wbility(prorated) Per diem(meals and hKMantals) _ _...... .... Grew WB-TOTAL TRAVEL SUB TOTAL OVERWFAD FABRICATION CONTINGENCY Materials Artist labor(hours:S per hour) S4 i rtist tl l+Cts iing ric9► 3 Bed in Pedwiaratyp DeW Phase Fabricator/tabor by Others GRAND TOTAL Rentals(equo rent,fabrication space,etc-) Storage SU -IWAL FABRICATION Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 25 of 28 EXHIBIT E: INSURANCE REQUIREMENTS PUBLIC ART PROJECTS - INSURANCE REQUIREMENTS Artist shall meet all the following insurance requirements for this Project. If Artist subcontracts fab ication, transportation, and/or installation of the Work, then Artist shall also require his/her subcontractor(s) 10 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 tl e 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 d non- owned. For Artist and/or Artist's Subcontractors who have employees: Workers' Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease- per each employee $500,000 Bodily Injury/Disease- policy limit Workers' Compensation coverage shall provide limits consistent with statutory benefits outlined in the Texas workers' Compensation Act(Art. 8308— 1.01 et seq. Tex. Rev. Civ. Stat.). GENERAL POLICY REQUIREMENTS The certificate of insurance shall include an endorsement naming the City of Fort Worth, its' fficers, Employees and Volunteers as an "Additional Insured" on all liability policies. Exception: the a ditional insured requirement does not apply to Workers' Compensation or Automobile policies. Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 26�of 28 Artist is responsible for providing the City a thirty day (30) notice of cancellation or non-renewal of any insurance policy and may not change the terms and conditions of any policy that would limit the scope or coverage, or otherwise alter or disallow coverage as required herein. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. The insurers for all policies must be licensed/approved to do business in the State o 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 rats g of A- VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength ands lvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. Unless otherwise stated, all required insurance shall be written on an"occurrence basis." The deductible or self-insured retention(SIR)affecting required insurance coverage shall be acceptable to and approved in writing by the Risk Manager of City of Fort Worth in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups, must also approved by City's Risk Manager. City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverages and their limits when deemed necessary and prudent by City based upon changes in statutory law,court decision or the claims history of the industry as well as of the contracting party to City of Fort Worth. City shall be required to provide prior notice of ninety days. City shall be entitled,upon request and without expense,to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of party or the underwriter on any such policies. Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 27 of 28 EXHIBIT F: TAX EXEMPTION i¢t+�aaa�.q is^QYwbi7lq Texas Sales and Use Tax Exemption Certification This ramie&W not RMTAc a nurrsberdo be v aW. dptdwr, orprsgr Cft of FM",Taaa e k6ays�014t&itbikRdfa orAbdiae et8rrr _ nfswp4�m�r,rre�a�l>fb =Ties abed *049G1 517 Cr,arr.,a=ft Fe"VWM,Tame MIN 1,the pincher nerved abm.Iiekn w emmpllon ftm psymem of aMft end tree teas(for the purdnaee of bleahk *me described b ebw of an the MWrhed order at irwoi v) 6omc snot add?"&- C1%side,ZIP eref• Desaptiar of horns f4 The purdra•ed or on ire adKhed adw or brraica: AN hems.Pun hasor aduealeftm that this CerAceie cannot be rand for lira uureha•e,ke or nw al of a nwtor vehicle_ Punlwk er eWma Ihls aurnpRan far Ow lbfvabg raasan. Mllirltlialihr. 01 Enit I adentand trot I wlf be Wft for paynw t of ar etch and IoW alas arum f® s vdkW mar bommr dua for lAm lo om"ath the proyla ns or the Tare Code anWar at applfmble taw. /M1d4r h�rldAld/JAldrd(a4tttis�FidllflwrdJ�y�kaRerl+rurAv ddnt�rr ell r#rsNt►fb,�lrorabler J4�atfMvn efj*#wofp&vftw rr�baeieed�,Yaenrernarodr/rHlendhefsutprea�redirlhlamr�a►ep,anaWapandirtpanlhmenrasmfolta�rereded 1he� km a 030 C mWonvanvr do a Atkww of fm eeoorrd dagw- skm F ern Plnaraa•tllrricltrrdCp[? �"� ��!f MGM. Uft eWft to oarrnca ba iaatwd ror t+a punofraW Ia",*r IW ft d«a*W rN * n"CER?W"TE DdE,3 W""60"A RUSU N TQ M vnm e"-aed u-T#rTaagta Ww NwAb* '+('fart F;wW Nwikero dQ ravt Wet Th4 aerWft*0s OauW be hrniftW to Do sappllw, Do ma send the corm plabrd oofl6oele Eo lire Caepfioger of Psrbllo AaaourMa Agreement Between the City of Fort Worth and Merge Conceptual Design LLC for Final Design for 820 Underpass Page 28 of 28