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Contract 57735
C". "YSECRETARY PACT N0. 1 AGREEMENT BETWEEN THE CITY OF FORT WORTH CSO RECD AND LEGGE LEWIS LEGGE LLC FOR PRELIMINARY DESIGN FOR I'UN 29'22.H THE HERITAGE PARK PUBLIC ART PROJECT This Agreement is entered into this age day of s , 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 Assistant City Manager, and Legge Lewis Legge LLC, a Limited Liability Corporation, located ate 4005 Idlewild Road,Austin, TX, 78731, and acting by and through Murray Legge, its duly authorized Partner. The City has designated the Arts Council of Fort Worth and Tarrant County,Inc. DBA Arts Fort Worth,to manage this Agreement on its behalf. The Contract Manager shall act through its designated Public Art project manager. WHEREAS,pursuant to Chapter 2,Sections 2-56 through 2-61 of the Fort Worth Code of Ordinances, the Fort Worth Public Art Program's goals are to create an enhanced visual environment for Fort 1vorth 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, Downtown Fort Worth Initiatives, Inc. (DFWII), is managing the Heritage& Pa dock Parks and Courthouse Pedestrian Improvements Project which is currently in the schematic design phas ; 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 G-18339,and,the Project was included in the Fort Worth PublicArt Fiscal Year 2022 Annual Work Plan by the Fort Worth City Council on November 9,2021 as M&C 21-0830; WHEREAS, on May 17, 2021, the Fort Worth Art Commission (FWAC) approved the select}on of Artist to develop a public art master plan for Heritage Park and to develop a conceptual design for one of the recommended public art sites in accordance with the approved Project Outline(attached as Exhibit"A" ; WHEREAS, on July 12, 2021, the City entered into a Design Team Agreement with Legge Lewis Legge LLC,to develop a public art master plan for Heritage Park(City Secretary Contract No. 56000); WHEREAS, on January 31, 2022, Legge Lewis Legge LLC presented their Draft Heritage)Park Public Art Master Plan; and, during that meeting, the Fort Worth Art Commission (FWAC) approved egge Lewis Legge LLC to a develop a preliminary design for"Site#2"described in the Draft Heritage Park 1 ublic Art Master Plan, an excerpt of which is attached as Exhibit"B". WHEREAS, City and Artist wish to set out the terms and conditions under which said Work shall be designed to promote the integrity of Artist's ideas and statements as represented by the Work. NOW, THEREFORE, City and Artist for and in consideration of the covenants and agreements hereinafter set forth,the sufficiency of which is hereby acknowledged, agree as follows OFFICIAL,RECORD Agreement between City of Fort Worth and Legge Lewis Legge LLC CGTY SE for Preliminary Design for the Heritage Park Public Art Project FT WORTH,TX ARTICLE 1 DEFINITIONS As used in this Agreement,the following terms shall have the meanings as set forth below: 1.1. Agreement—Means and includes this Agreement between the City of Fort Worth and Artist for Preliminary Design of public art for the Site. 1.2. Artist—Means and includes Legge Lewis Legge LLC. 1.3. Artwork Design—Means and includes the Preliminary Design of the Work,which is defined in 1.3.a. below. 1.3.a.Preliminary Design—Means all developed preliminary drawings,sketches,prototypes, maquettes, models, narrative descriptions, budget estimates, and the like that are created by Artist in connection with this Agreement and/or any prior agreement between Artist and City for the Work. 1.4. Contract Manager—Means and includes the Arts Council of Fort Worth and Tarrant County, Inc. DBA Arts Fort Worth,and its officers, directors, and employees. 1.5. City—Means and includes the City of Fort Worth, Texas. 1.6. Effective Date — Means and includes the date represented in the first paragraph of this Agreement. 1.7. Parties—Means and includes City and Artist. 1.8. Preliminary Design Deliverables —Means and includes those items set forth in Article 2.3 of this Agreement that Artist is required to submit to City for its review and approval prior to proceeding to the Final Design phase of this Agreement. 1.9. Project — Means and includes the Heritage & Paddock Parks and Courthouse Pedestrian Improvements Project. 1.10. Project Consultant—Means and includes M1G Com. 1.11. Project Co-Managers — Means and includes Melissa Konur, Downtown Fort Worth Initiatives, Inc.,and Randy Hutcheson, Development Services Department, City of Fort Worth. 1.12 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 (see page 21 in print version or page 23 in online version). 1.13 Project Stakeholders—Means and includes the City Council Member representing Districts 9, Fort Worth Art Commission, Park and Recreation Advisory Board, Heritage Park Steering Committee, Downtown Fort Worth Initiatives, Inc., Tarrant County officials, and other community stakeholders. 1.13. Site —Means the area designated as "2 —The Flats & La Corte" in the Draft Heritage Park Public Art Master Plan(see"Exhibit B"). Page 2 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project 1.14. Work—Means and includes the finished object(s)of art and design that are the subject of this Agreement, or any intermediary stage of completion of such work. ARTICLE 2 SCOPE OF SERVICES AND DELIVERABLES 2.1. Scope of Services. a. Artist shall perform all services and will furnish all supplies, materials, and equipment as nec ssary for developing a Preliminary Design of the Work and for providing the Preliminary esign 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 and shall determine the artistic expression, scope, design,color, size, material, and texture of the Work, subject to review and input from Project Core Team and approval by City as set forth in this Agreement. City may request changes to the Artwork Design from time to time under this Agreement, and Artist will accommodate City's requests. C. Prior to commencing the Preliminary Design,Artists shall meet with and seek input from Projec Core Team and/or Project Stakeholders as directed by Contract Manager. d. It is understood that Artist shall address "Site 2" as described in the Draft Heritage Park Public Art Master Plan; however, the precise location at the Site where the Work shall be installed shall be mutually agreed upon by City, including Project Co-Managers, and Artist. e. Artist, upon request of Contract Manager, shall provide information and/or attend meetings with appropriate City staff for purposes of risk assessment, safety review, sighting of the Wor , and permitting. f. Artist shall explore concepts for the Work,within the implementation budget set forth in Article 2.3. g. Artist shall meet and coordinate with City, Contract Manager, Project Consultant, Project Co- Managers, and others, as necessary, to provide updates on their work developing the Preliminary Design for the Artwork and to integrate the Work into the Site in terms of attachment me hods, structural considerations, electrical connections or other existing infrastructure that may be utilized to support the Work. Such meetings shall be coordinated by Contract Manager and/or Project Co- Managers. h. Artist shall present the Preliminary Design to the FWAC for joint review with the Project Core Team, Project Stakeholders, the appropriate City staff, and the FWAC's approval at a regularly scheduled FWAC meeting with a date and time mutually agreed upon.The Preliminary Design shall subsequently be shared with City's Park and Recreation Advisory Board and other City boards or commissions,and others,as appropriate. The dates for such meeting shall be mutually agreed upon by Contract Manager and Artist. Page 3 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project i. Artist may make up to two(2)trips to Fort Worth,Texas, for site visits,meetings and presentations as indicated above, and shall be compensated for travel per item 3.2.a.vii in the Payment Schedule. If ' Artist chooses not to travel to Fort Worth, Texas, due to COVID-19 safety concerns or other unforeseen circumstances, Artist shall participate 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. j. Artist shall allow video recording and photography of their participation during activities related to this Project such as presentations and meetings. 2.2. City Assistance. Upon request by Artist, City shall promptly furnish all information and materials required by Artist to the extent that such materials are available. City,upon request by Artist,shall also provide correct scaled drawings of the Site, if available. 2.3. Preliminary Design Deliverables. a. Within six(6)months after the Effective Date,Artist shall provide services and all supplies,materials, and equipment necessary to provide certain deliverables, as set forth in this Article 2.3 to City for approval. [NOTE: If the schedule for the overall Heritage/Paddock Parks project of which the public art component is a part accelerates, Artist may be asked to provide Preliminary Design Deliverables within a shorter timeframe to be mutually agreed upon by Contract Manager and Artist]. The Preliminary Design Deliverables shall consist of the following: i. Detailed, design illustrations for the Work for the Site, which shall be in a high-resolution digital format, such as JPEG or TIF files, showing the proposed Work from multiple vantage points with at least one illustration showing the Work's size and placement in relation to the Site; ii. A narrative description of the Artist's concept,proposed materials,fabrication,and installation methods, timeline for completion and maintenance, and anticipated annual maintenance requirements; iii. A preliminary budget estimate, on the budget form attached hereto as Exhibit "C," for final design and implementation of the Work in an amount up to $700,000.00, which includes all costs for materials, engineering, labor, fabrication, delivery, installation, insurance (City requirements attached hereto as Exhibit "D"), travel costs, transportation, remaining Artist's fee of$80,900.00, a 10%contingency allowance of$70,000.00, and all other associated costs for the Work; and Page 4 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project iv. Artist shall provide the Preliminary Design presentation materials in PowerPoint or PDF format to the Contract Manager to become part of the City of Fort Worth Public Art ai chive owned by City. All documents, models, and/or drawings will be retained for archival and exhibition purposes. b. Draft Preliminary Design Deliverables shall be submitted to the Contract Manager no later thar three (3)weeks prior to the scheduled Final Preliminary Design presentation for Contract Manager,Project Co-Managers and Project Consultant's review and comment. 2.4. Preliminary Design Review. a. Upon completion and submission of the Preliminary Design Deliverables and acceptance by Contract Manager, Artist shall present the Preliminary Design to the FWAC for joint review with 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 the City's Park and Recreation Advisory Board, and other City boards or commissions, as appropriate. a. City shall notify Artist of its approval, or disapproval, of the Preliminary Design within thirty (30) business days of Artist's presentation to the FWAC. b. If City disapproves of the Preliminary Design, either in whole or in part,then City shall inform Artist of each revision to be made to the Preliminary Design. City may require Artist to make such re sions to the Preliminary Design as City deems necessary in its sole discretion and/or for the Work to c mply with applicable statutes, ordinances, or regulations of any governmental regulatory agency aving jurisdiction over the Site for reasons of safety and security. C. Artist shall have thirty (30) calendar days from the date City informed Artist of the revisio (s) to present the revised Preliminary Design in conformance with City's requirements. d. If City disapproves of the resubmitted Preliminary Design, any further Preliminary Design resubmissions will be by mutual agreement of the Parties and subject to the procedures and terms in this Article. If the Parties desire not to continue with the resubmission process, then this Agreement will automatically terminate, with payment for work performed per the payment schedule in Article 3 up through the date of termination. (See Article 4.4.d) e. Upon City approval of the Preliminary Design, any revisions made to a City-approved Preliminary Design shall become part of the Preliminary Design. Artist shall incorporate any City-approved revisions into the final design in conformance with City's requirements. Any revisions shall b come part of any final design deliverables if the Artist proceeds to the final design phase. Page 5 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation. Total compensation to Artist under the Agreement shall be in an amount up to FORTY-ONE THOUSAND, FIVE HUNDRED DOLLARS AND NO CENTS($41,500.00)which shall constitute full compensation for any and all costs associated with the Agreement,including,but not limited to engineering and other consulting services, travel (see Section 2.1.i.), an Artist's fee of THIRTY-TWO THOUSAND, FIVE HUNDRED DOLLARS AND NO CENTS($32,500.00),and all other services performed and materials furnished by Artist under this Agreement. Artist and City may amend this Agreement to allow for additional payment if additional services are required. 3.2. Payment Schedule. a. City agrees to pay Artist in the following installments set forth below, each installment to represent full and final, non-refundable payment for all services and materials provided prior to the due date thereof: i. THREE THOUSAND DOLLARS AND NO CENTS($3,000.00)within thirty (30)calendar days upon execution of this Agreement. ii. FOUR THOUSAND DOLLARS AND NO CENTS($4,000.00)after Artist meets with Project Core Team or Project Stakeholders to gather input prior to Preliminary Design development. iii. FIVE THOUSAND DOLLARS AND NO CENTS ($5,000.00) within thirty (30) calendar days after Artist submits Draft Preliminary Design Deliverables required under Article 2.3.b. of this Agreement for internal review and comment by Contract Manager, Project Co-Managers, and Project Consultant. iv. SIX THOUSAND DOLLARS AND NO CENTS($6,000.00)within thirty(30)calendar days after Artist submits all Preliminary Design Deliverables required under Article 2.3.a. of this Agreement. v. SEVEN THOUSAND DOLLARS AND NO CENTS ($7,000.00) within thirty (30) calendar days after Artist makes an in-person presentation(s)of the Preliminary Design to the FWAC and Project Core Team and other Project Stakeholders. vi. SEVEN THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($7,500.00) within thirty (30)calendar days after City's approval of the Preliminary Design. vii. An allowance for engineering,lighting,and/or others of up to FOUR THOUSAND DOLLARS AND NO CENTS($4,000.00) for preliminary consultation, as needed. 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. Page 6 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project viii. A travel allowance of up to FIVE THOUSAND DOLLARS AND NO CENTS $5 0 0.00 for two(2)trips by the artist team,conducted together or separately,including reasonable airfare and/or mileage,and for lodging and per diem expenses in amounts recommended by the G�se neral Services Administration (GSA) for Fort Worth, Texas. Such trips shall be for the purp of conducting site visits, conducting research, and making in-person Fort Worth Art Commission meeting, or other project related purpose. 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"E"for use by Artist in the fulfillment of this Agreement. 3.4. Artist's Expenses. Artist shall be responsible for the payments of all expenses incurred during the performance of this Agreement, including, but not limited to, services, materials, mailing/shipping charges and insurance on submissions to City and/or Contract Manager, cost of all travel, and costs for Artist's agents, consultants, and/or empl yees necessary for the proper performance of the services required under this Agreement. ARTICLE 4 TERM AND TERMINATION 4.1. Term. This Agreement shall be in effect from the Effective Date and, unless terminated earlier pursuant to such provisions in this Agreement, shall extend until final payment to Artist by City. 4.2. Gratuities. City may cancel this Agreement if it is found that gratuities in the form of entertainment, gifts, or otherwise were offered or given by Artist or any agent or representative to any City or Contract Manager official or employee with a view toward securing favorable treatment with respect to the awarding,amending,or making of any determinations with respect to this performance of this Agreement. 4.3. Termination for Cause. If either party to this Agreement shall fail to fulfill their obligations in accordance with the terms of this Agreement,or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, then the Parties shall first attempt to resolve any disputes arising from this Article 4.3 in accordance with the dispute resolution process set forth in Article 5. If the Parties cannot resolve the dispute(s),then the disputing party shall thereupon have the right to terminate this Agreement upon the delivery of a written "No ce 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. Page 7 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project a. The services to be performed under this Agreement may be terminated by either party, subject to written notice submitted thirty(30)calendar days before termination. b. If the termination is for the convenience of City,City shall pay Artist for services actually rendered up to the effective date of termination in accordance with Section 3.2 of this Agreement,and Artist shall continue to provide the City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon payment in full of all monies due for services provided up to the effective date of termination, City shall have the right, in its sole discretion,to possession and transfer of all work product produced by Artist under this Agreement, including, but not limited to, finished and unfinished drawings, sketches,photographs,models, and designs, up to the effective date of termination,provided that no right to fabricate or execute the Work shall pass to City. C. If termination is for the convenience of Artist, City shall have the right, in its sole discretion, to pay Artist for services actually rendered up to the effective date of termination in accordance with Section 3.2 of this Agreement or require the Artist to remit to City a sum equal to all payments(if any)made to the Artist pursuant to this Agreement prior to the effective date of termination. If City chooses to pay Artist for services actually rendered, then all work product produced by Artist under this Agreement, including, but not limited to, finished and unfinished drawings, sketches, photographs, models,and designs,up to the effective date of termination shall become property of City. d. If termination is by mutual agreement of the Parties as set forth in Article 2.4,then City shall pay Artist for work performed in accordance with Section 3.2 of this Agreement up through the date of termination.City shall have the right to possession and transfer of all work product produced by Artist under this Agreement, including, but not limited to, finished and unfinished drawings, sketches, photographs,models,and designs,up to the effective date of termination. 4.5. Incapacity of Artist. a. In the event of Artist's death or Artist becoming physically or legally incapacitated during the term of this Agreement, City shall have the right to terminate this Agreement on payment to Artist or Artist's successors for all work and services performed prior to death or incapacity. All work product produced by Artist, including, but not limited to, finished and unfinished drawings, sketches, photographs, models,and designs,up to the effective date of termination shall become property of City. b. Should Artist's Preliminary Design have been approved,in the event of termination under this Article 4.5, City shall have the right to complete the Work,if feasible. Due regard shall be made for Artist's intended results and proper credit and acknowledgement shall be given to Artist. ARTICLE 5 DISPUTE RESOLUTION If either Artist or City has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement,the Parties shall first attempt to resolve these Page 8 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project issues through this dispute resolution process. The disputing party shall notify the other party in writing a 3 soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or� other reasonable means to resolve any claim, dispute, breach, or other matter in question that may arise out of or in connection with this Agreement. If the Parties fail to resolve the dispute within sixty(60)calendar days of the date of receipt of the notice of the dispute, then the Parties may submit the matter to non-binding mediation upon written consent of the authorized representatives of both parties in accordance with Chapter 154 ofthe Texas Civil Practice and Remedies Code and Chapter 2009 of the Texas Government Code,then in effect. Request for mediation shall be in writing, and shall request that the mediation commence not less than fifteen(15)or more than forty-five(45)calendar days following the date of request, except upon Agreement of the Parties. In the event City and Artists are unable to agree to a date for the mediation or to the identity of a mutually agreed mediator within thirty (30)calendar days following the date of the request for mediation,then all the conditions precedent in this article shall be deerned to have occurred. The Parties shall share the mediator's fee and any filing fees equally. Venue for any media'on or lawsuit arising under this Agreement shall be in Tarrant County,Texas. Any agreement reached in mediatio 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 reniedies available under law regarding the dispute.(See Article 4.3) ARTICLE 6 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 6.1. General. a. Upon payment in full to Artist or pursuant to the applicable termination provision of this Agreement, the Artwork Design,Work,and all other work product under this Agreement shall become the property of City, without restriction on future use, except as provided below. Artist shall retain copyright and other intellectual property rights in and to the Artwork Design and/or Work. By execution of this Agreement, Artist grants to the City an exclusive, perpetual, royalty free, and irrevocable license to graphically depict or publicly display the Artwork Design and/or Work for any non-commercial purpose whatsoever. For purposes of this limitation, any graphic depiction or display of the Aitwork Design and/or Work intended to promote or benefit City, its public services or its public purposes, regardless of whether or not a fee is charged to the public, or whether revenue is otherwise re eived by City, shall be deemed a non-commercial purpose. b. In view of the intention that the Artwork Design and the Work be unique, Artist shall not make any additional exact duplicate reproductions of the Artwork Design or the Work, nor shall Artist grant Pagel9 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project permission to others to do so except with the express written permission of City. However, nothing herein shall prevent Artist from creating future artworks in Artist's manner and style of artistic expression. C. Artist reserves every right available under the Federal Copyright Act to control the making and dissemination of copies or reproductions of the Artwork Design and/or Work, except as those rights are limited by this Agreement. City may make and disseminate photographs,drawings,and other two- dimensional reproductions of the Artwork Design and/or Work and accompanying materials for any municipal purpose. All reproductions by the City shall contain a credit to the Artist and a copyright notice substantially in the following form:"©date,Artist's name." d. Nothing in this Agreement shall prevent the Artist from using images of the Artwork Design and/or Work for marketing and promotional purposes in connection with the Artist's business. e. City is not responsible for any third-party infringement of Artist's copyright and not responsible for protecting the intellectual property rights of Artist 6.2. Artist's Address. Artist shall notify City of changes in Artist's address as set forth in Article 12. The failure to do so, if such failure prevents City from locating Artist, shall be deemed a waiver by Artist of the right subsequently to enforce these provisions that require the express approval of Artist. Notwithstanding this provision,City shall make every reasonable effort to locate Artist when matters arise relating to Artist's rights. ARTICLE 7 WARRANTIES OF TITLE AND COPYRIGHT a. Artist represents and warrants that: i. Artwork Design and/or Work shall be the original product of the Artist's sole creative efforts. ii. Artwork Design and/or Work is and will be unique and original, and does not infringe upon any copyright or the rights of any person; iii. Artist has not sold, assigned, transferred, licensed, granted, encumbered, or utilized the Artwork Design and/or Work or any copyright related thereto that may affect or impair the rights granted pursuant to this Agreement; iv. Artwork Design and/or Work(or duplicate thereof)have not been accepted for sale elsewhere; V. Artist has the full power to enter into and perform this Agreement and to make the grant of rights contained in this Agreement;and vi. All services performed hereunder shall be performed in accordance with all applicable laws, regulations,ordinances,etc., and with all necessary care, skill and diligence. Page 10 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project ARTICLE 8 ARTIST AS INDEPENDENT CONTRACTOR Artist shall perform all work and services hereunder as an independent contractor,and not as an officer, agent,servant or employee of City.Artist shall have exclusive control of,and the exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of his/her officers, agents, employees, and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between City and Artist,his/her officers,agents,employees and subcontractors, and doctrine of respondent superior has no application as between City and Artist. ARTICLE 9 INDEMNIFICATION 9.1. 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,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 ANY ACTS, ERRORS, OR OMMISSIONS OF ARTIST AND/OR ARTIST'S SUBARTISTS AND CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT. b. Artist agrees to and shall release City from any and all liability for injury, death, damage, or loss to persons or property sustained or caused by Artist in connection with or incidental to performance under this Agreement. C. Artist shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. 9.2. Intellectual Property Page I 1 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project Artist agrees to assume full responsibility for complying with all State and Federal Copyright Laws and any other regulations, including, but not limited to, the assumption of any and all responsibilities for paying royalties that are due for the use of other third party copyrighted works by Artist. City expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations. City specifically does not authorize, permit, or condone the reproduction or use of copyrighted materials by Artist without the appropriate licenses or permission being secured by Artist in advance. IT IS FURTHER AGREED THAT ARTIST SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES, TO WHICH THEY MAY BE SUBJECTED ARISING OUT OF CITY'S USE OR POSSESSION OF THE WORKS BY REASON OF AN ALLEGED OR ACTUAL COPYRIGHT VIOLATION OR OTHER LACK OF OWNERSHIP, AUTHORSHIP, OR ORIGINALITY. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of Artist. ARTICLE 10 EQUAL OPPORTUNITY a. Artist shall not engage in any unlawful discrimination based on race,creed,color,national origin,sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in any employment decisions relating to this Agreement, and Artist represents and warrants that to the extent required by applicable laws, it is an equal opportunity employer and shall comply with all applicable laws and regulations in any employment decisions. b. In the event of Artist noncompliance with the nondiscrimination clauses of this Agreement, this Agreement may be canceled,terminated,or suspended in whole or in part,and Artist may be debarred from further agreements with City. ARTICLE 11 MISCELLANEOUS II.1. Compliance. Artist shall comply with all Federal, state, and local statutes, ordinances, and regulations applicable to the performance of Artist's services under this Agreement. 11.2. Entire Agreement. This writing embodies the entire agreement and understanding between the Parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. 11.3. Amendments. Page 12 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project No alteration, change, modification, or amendment of the terms of this Agreement shall be valid or eff ctive 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 ritten 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 as set forth in this Agreement,but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any goverment 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 Page 13 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project or hindrance,provided the affected Party provides notice of the Force Majeure Event,and an explanation 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 exhibits hereto. 11.11. Fiscal Funding Out. If, for any reason, at any time during any term of this Agreement, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement,the City may terminate this Agreement to be effective on the later of(i)thirty(30)days following delivery by City to Artist of written notice of City's intention to terminate or(ii)the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement. 11.12. Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 11.13. Right to Audit. Artist agrees that City will have the right to audit the financial and business records of Artist that relate to the Work(collectively"Records")at any time during the Term of this Agreement and for three(3)years thereafter in order to determine compliance with this Agreement. Throughout the Term of this Agreement and for three (3) years thereafter, the Artist shall make all Records available to the City at 200 Texas Street, Fort Worth, Texas or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. Artist shall require all of its subcontractors to include in their subcontracts a right to audit in favor of City in substantially the same form as described in this Article 11.13. 11.14. Certified MBE/WBE. If applicable, Artist is encouraged to make its best effort to become a certified Minority Business Enterprise (MBE) or Woman Business Enterprise (WBE) firm with a certifying agency whose certification is accepted by the City under the City's Business Diversity Enterprise Ordinance. 11.15. Survival Provision. Page 14 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project The provisions contained in Articles 4.5(Incapacity of Artist),Articles 6(Ownership and Intellectual Property Rights), 7 (Warranties of Title and Copyright), 8 (Artist as an Independent Contractor), 9 (Indemnification), and 11.13 (Right to Audit) shall survive the termination or expiration of this Agreement. 11.16. Counterparts and Electronic Signatures. This Agreement may be executed in several counterparts,each of which will be deemed an original,but all of which together will constitute one and the same instrument. A signature received via facsimile or electrorically 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 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 uring 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 the 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 or 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. 13, § 2, the City is prohibited from entering nto a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or artly from public funds of the City 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 C apter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, rtist certifies that Artist's signature provides written verification to the City that Artist: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Page 15 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project 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 or 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 City 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 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 association" 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 applicable 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. 11.21. Publicity. For the duration of the Agreement,if Artist intends to seek its own publicity for the Work,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: 1. CITY OF FORT WORTH: Fernando Costa,Assistant City Manager City Manager's Office City of Fort Worth 200 Texas Street, Third Floor Fort Worth,Texas 76102 Copies to: Leann Guzman,City Attorney Office of the City Attorney City of Fort Worth 200 Texas Street,Third Floor Page 16 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project Fort Worth,Texas 76102 Martha Peters,Director of Public Art Arts Fort Worth 1300 Gendy Street Fort Worth,Texas 76107 2. ARTIST: Murray Legge,Partner Legge Lewis Legge LLC Idlewild Road Austin,TX,78731 IN WITNESS HEREOF,the Parties hereto have executed this Agreement to be effective as of the Effective Date. CITY OF FORT WORTH LEGGE LEWIS LEGGE LLC By: �G' 1 By: Fernando Costa Murray Legge Assistant City Manager Partner 2022_05_27 Date: al"�,ZG22 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. Name: Martha Peters Title:Director of Public Art,Arts Fort Worth APPROVED AS TO FORM AND LEGALITY: Jessika Williams Assistant City Attorney I ---_— Form 1295:Not required OFFICIAL RECORD CITY SECRETARY FT. WORTH,T( Page 17 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project 4.:N ATTESTED BY: Off( F O J nette S. Goodall, City Secretary * _ Contract Authorization: S M&C—No M&C Required OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project Exhibit A: Project Outline IWAVA0: 1 ORT WORTH PUBtI AR Heritage Park Public Art Project Outline f k F PROJECT DESCRIPTION In 1975, Heritage Park and Plaza,designed by Lawrence Halprin,was established on the bluff overlooking the confluence of the Clear and West Forks of the Trinity River just north of the Tarrant County Courthouse. In 2007, Heritage Plaza as closed due to safety concerns. Ruth Carter Stevenson led a community effort to reopen it. City Council responded by passing a resolution of intent to collaborate with public and private partners to develop schematic design recommendations for the restoration and improvement of Heritage Plaza and to financially contribute toward implementation in 2009(Resolution No. 3768-07-2009). Subsequently, Heritage Plaza was listed in the National Register of Historic Places. In 2014, Downtown Fort Worth Initiatives, Inc. (DFWII)guided by a steering committee composed of City staff and community stakeholders issued a Request for Qualification (RFQ)to design firms to conduct feasibility studies and prepare design and construction documents for the restoration of Heritage Plazaa, which have been completed. However, it has been determined that improvements and improved access to and within Heritage Park is crucial to the future success of the restored Plaza. In addition, DFWII has explored Paddock Park and streetscape enhancements to make both parks more inviting. On April 7,2020, Fort Worth City authorized an agreement with Downtown Fort Worth Initiatives, Inc.,to conduct design work for Heritage and Paddock Parks and the use of$1,000,000.00 in 2014 Bond Funds (M&C 20-0145). In the summer of 2020, DFWII issued an RFQ for landscape architecture design, engineering and consulting services for Heritage Park, Paddock Park and Courthouse Pedestrian and Traffic Safety Improvements. They currently in negotiations with the selected firm. DFWII has expressed interest in having a Design Team Artist work closely with the design firm to explore ways in which public art could be woven into improvements throughout the parks and tell the story of this historic site. HERITAGE PARK PROJECT STEERING COMMITTEE Fernando Costa Chair,City of Fort Worth Louise Appleman Community Representative Kenneth Barr Tarrant County College District Roy Brooks Tarrant County Commissioner Joel Burns Community Representative Kristen Camareno Tarrant County Johnny Campbell City Center Richard Casarez ONCOR Electric Delivery Page 19 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project David Creek City of Fort Worth Reginald Gates Tarrant County College District Randy Gideon Gideon Holdings JD Granger Trinity River Vision Authority Mark Gunderson Architect Randle Harwood Community Representative Cassie King Downtown Design Review Board Steve Kline Architect Marty Leonard Community Representative Lisa Lowry Community Representative G.K.Maenius Tarrant County Bill Meadows Community Representative Henry Miller Henry S.Miller Adrian Parr UTA,College of Architecture Elaine Petrus Community Representative Stacey Pierce Streams and Valleys John Robinson Amon G.Carter Foundation Jack Stevens Tarrant Regional Water District Andy Taft Downtown Fort Worth,Inc. Jerre Tracy Historic Fort Worth,Inc. Glen Whitley Tarrant County Judge Donna Young Downtown Neighborhood All. Ann Zadeh Fort Worth City Councilmember Richard Zavala City of Fort Worth CURRENT PUBLIC ART BUDGET The Public Art Plan for the 2014 Bond Program, adopted by City Council on October 21,2014,set aside $100,400.00 to incorporate public art in Heritage Park in cooperation with park planning and design efforts. This project is included in the FY2021 Public Art Annual Work Plan,adopted by City Council on September 23,2020. [NOTE: Additional public art funding may become available for this project through the 2022 Bond Program.] DESIGN TEAM ARTIST APPROACH In order to ensure seamless integration of public art into the fabric of park improvements,a process to identify an experienced public art artist with design team experience,selected from the Fort Worth Public Art Pre-Qualified List of Established Public Artists List,to work collaboratively with the Heritage Park Project Design Team to identify locations and thematic approaches for public art elements and a range of opportunities for artist involvement in the Heritage Park Project is recommended.This artist may be subsequently retained to develop design(s)for specific locations and may recommend or curate other artists for the project. A similar approach was successfully employed for the Chisholm Trail Parkway Public Art Project,which began with an experienced public artist working collaboratively with the project design team to identify multiple public art opportunities of various types and scales along the 11-mile corridor. DESIGN TEAM ARTIST SELECTION PROCESS Among the artist selection processes outlined in the Fort Worth Public Art Master Plan Update is one in which a Professional Services Team selects an artist from the Fort Worth Public Art Pre-Qualified List(see Appendix IV.6.) as part of their response to an RFQ. Since the team for the Heritage Park Project has already been selected, Public Art staff recommends a hybrid approach that allows the Professional Services Team to short-list artists from the Pre-Qualified List of Established Public Artists who would be interviewed by the Design Team Artist Selection Panel. ARTIST SELECTION PART ONE The Design Team shall select approximately 8-10 artists from the Fort Worth Public Art Pre-Qualified List of Established Public Artists,whose work would be a good fit for the project. These artists will be contacted via email and/or phone to ascertain their interest and availability,as well as their experience working in a design team setting. The Design Team shall select 3-5 artist finalists for formal interviews,which will be reported to the Fort Worth Art Commission (FWAC). FINALIST ORIENTATION The artist finalists shall participate in a virtual orientation to the project and provided detailed information about the park, including conceptual designs for improvements in lieu of an in-person site visit. Page 20 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project ARTIST SELECTION PART TWO The Design Team Artist Selection Panel shall interview each of the artist finalists individually, asking about their professional experience, relevant past work and approach to a design team collaboration.The Panel will recommend one artist and one alternate for the project. Upon the FWAC's approval of the panel's recommendation,a Design Team Contract will be executed with the selected artist. MEETING FACILITATOR. Martha Peters, Director of Public Art,Arts Council of Fort Worth DESIGN TEAM ARTIST SELECTION PANEL(Voting) • TBD, Heritage Park Project Design Team Member • TBD, Heritage Park Project Design Team Member • TBD, Heritage Park Steering Committee Representative • TBD, Downtown Fort Worth, Inc. Board Member • Estrus Tucker, Fort Worth Art Commission Chairman ADVISORS(Non-voting) 1. Ann Zadeh Council Member, District 9 2. Daniel Villegas, Park& Recreation Advisory Board Member, District 9 3. Leslie Thompson, Fort Worth Art Commission Member/Director of Adult Programs,Sid Richardson Museum 4. Other Project Steering Committee Members 5. DFWI and City Staff Members TIMELINE (Subject to change) Project Outline Approved December 14, 2020 Design Team Artist Selection Part 1(Finalist Selection) January 2021 Finalist Orientation January 2021 Design Team Artist Selection Part 2 (Interviews) February 2021 Fort Worth Art Commission approval March 2021 Design Team Contract Executed March 2021 Page 2 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project Exhibit B: Site Op unities forPtblicArt stadri " Trin1trR1vwTraN Illustration from r vrf'Heritage Park Public Art Plan by Legge Lewis Legge LLC. Under this agreement, Legge Lewis Legge LLC will develop a Preliminary Design for the site identified in the illustration above as"2 The Flats&La Corte" in Heritage Park. Page 22 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project Exhibit C: Budget Form PROJVCr SUD615T ARTIST PROJECT BUDGET ARTIST DEVELOPMENT TEMPLATE PR0J9CT I)EVELOPMENT TEMPLATE COSTS + FEES INSTALLATION Artist fee Transportation Design(Preliminary/Final) Permits Professional fees Site preparation/remediation Engineer Footings/foundations Architect Electrical connections/modifications Lighting Designer Labor Conservator Equipment rental Other Traffic control SUB-TOTAL FEES Security SUB-TOTAL INSTALLATION TRAVEL Transporation OVERHEAD Lodging Insurance(prorated) Per diem(meals and incidentals) Studio assistant(hours x$per hour) SUB-TOTAL TRAVEL SUB-TOTAL OVERHEAD FABRICATION Artist administration(hours x$per hour) CONTINGENCY Materials Artist labor(hours x$per hour) GRAND TOTAL ARTIST Labor PROJECT COSTS Rentals(equipment,space,etc) Storage SUB-TOTAL FABRICATION Page 2.1 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project Exhibit D: Insurance Requirements PUBLIC ART PROJECTS-INSURANCE REQUIREMENTS Artist shall meet all the following insurance requirements for this Project. If Artist subcontracts fabrication, transportation, and/or installation of the Work,then Artist shall also require his/her subcontractor(s)to abide by all of the following insurance requirements. Commercial General Liability(CGL) $1,000,000 Each occurrence $2,000,000 Aggregate limit Coverage shall include, but not be limited to, the following: premises, operations, independent contractors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, and be as comprehensive as the current Insurance Services Office(ISO)policy. The policy shall name City as an additional insured. Bailee's/Property(if applicable) The inland marine policy shall provide per occurrence coverage at replacement cost value based on the latest appraised value of the Artwork, which is entrusted to the Artist and is considered to be in the Artist's care, custody,and control and shall include property"in transit." Automobile Liability $1,000,000 Each accident or $250,000 Bodily Injury per person $500,000 Bodily Injury per occurrence $100,000 Property Damage A commercial business policy shall provide coverage on"Any Auto," defined as autos owned,hired and non- owned. For Artist and/or Artist's Subcontractors who have employees:Workers'Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Bodily Injury/Disease-policy limit Workers' Compensation coverage shall provide limits consistent with statutory benefits outlined in the Texas workers' Compensation Act(Art. 8308— 1.01 et seq. Tex.Rev. Civ. Stat.). GENERAL POLICY REQUIREMENTS The certificate of insurance shall include an endorsement naming the City of Fort Worth, its' Officers, Employees and Volunteers as an "Additional Insured" on all liability policies. Exception: the additional insured requirement does not apply to Workers' Compensation or Automobile policies. Page 24 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project Artist is responsible for providing the City a thirty day (30) notice of cancellation or non-renewal of any insurance policy and may not change the terms and conditions of any policy that would limit the scope or coverage,or otherwise alter or disallow coverage as required herein. The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery)in favor Of the City of Fort Worth. The insurers for all policies must be licensed/approved to do business in the State of Texas. If the subcontractor is an international entity and carries insurance through an international insurance com any, then the subcontractor must obtain language on their certificate of insurance confirming that its insu ance policy extends coverage to operations in the United States. All insurers must have a minimum rating of A- VII in the current A.M.Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. Unless otherwise stated, all required insurance shall be written on an"occurrence basis." The deductible or self-insured retention(SIR)affecting required insurance coverage shall be acceptable to and approved in writing by the Risk Manager of City of Fort Worth in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups,must also approved by City's Risk Manager. City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverages and their limits when deemed necessary and prudent by City based upon changes in statutory law,court decision or the claims history of the industry as well as of the contracting party to City of Fort Worth. City shall be required to provide prior notice of ninety days. City shall be entitled,upon request and without expense,to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regul tions binding upon either of party or the underwriter on any such policies. I Page 2 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project Exhibit E: Sales Tax Exemption Texas Sales and Use Tax Exemption Certification 7h►s oarVx:a&does clot r"L"a nunwlrarlo be>a W. crf.O~'UKW—Army CIfr of FM Yi 60.Tanta Adoea ISwain~.P.Cudov ar►rwmwa r — Fhaw pr.emaewna.e.y 200 Taxes Street 411T-30"50 Foe11 ftM,Tel" 76102 k The pJf hMK named abaft,claim an aDolrllpltan tlFarrr PWM of aaMe ftW uae l' 1ON(Far the purehaae of taxable tome deaMbed betas or an the aTtathed order or tNmmi IYoret DOW AN 1Asa11M , 5teet#sass 81M,2W rode_ DetoVtan of None 19 be prrrdrased or an fre attached order or Wm3be: AM Herne.Purchaser advKm edtles that this CeMcafe aannal be used brae purchase,lama ar rvfal of a motor vehde Purim claims dna awnpaon far dw tak wng rrawan MttllGcelldr.AOMYnMdfllYl EMlpl I u idarstind fiat 1 w0 be IMie for palmesd of d atria and kGd roles ar use 6aaae tided main bewme duo for daLra le corm r ulth the prafffans of His Tarc Coda aWlar all q*11mbte Law r�fA'bd JmtraefoAbr�lsb(MwerneureiapliorloeAMkeMro�keis�drlY>w�rahb�lbmslbetrkrvs ar#wMv aotpwsheae. mVbeaewA anoawwoO and o fmtoWmm imMbGwoNmkanddwwx inpantbeemo wo%revadK lhaatlbnsameQ �pio- Dub Mkm M r►wrrrsr tuF Flnarwa OlrodivrICFO rr rr(14 NDTE. TNr aarldeade oannat ba imaeal far Ow purdhaw low,4r r*nW a*m14r Mihkl* TNrS CEATIRCATE DOES NOT AI!!GOM A NEMB V TO BE VALIQ E"and We Tw'EnlgyfW Nurnbara'#'rex EyNrrpf Nwe"m do rrst islet Thu Mlaldd be 11111MIhM.d Ito NN ON Oft. 0o p�xsrfrr tlr.�axetl�oalx m ur.taoni/ItaMfir of�*blib/47troMnts. Page 26 of 26 Agreement between City of Fort Worth and Legge Lewis Legge LLC for Preliminary Design for the Heritage Park Public Art Project