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Contract 57857
CITY SECRETARY Us ACT NO. AGREEMENT BETWEEN THE CITY OF FORT WORTH AND BALL-NOGUES STUDIO,LLC FOR PRELIMINARY DESIGN AND FINAL CSC RECD DESIGN FOR RIVERSIDE PARK PUBLIC ART PROJECT This Agreement is entered into this 12 day of July , 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 Ball-Nogues Design Studio,LLC,a limited liability company located at 3533 East Olympic Boulevard, Los Angeles, California 90023, acting by and through Benjamin Ball,its Manager.The City has designated the Arts Council of Fort Worth and Tarrant County,Inc.,d/b/a 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 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 is completing construction of Phase 1 of improvements at Riverside Park, located at 501 Oakhurst Scenic Drive,76111 (Council District 7); WHEREAS,this Project was included in the Public Art Plan for the 2018 Bond Program,adopted by the Fort Worth City Council on November 6,2018 as M&C G-19401, and 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 Public Art Fiscal Year 2022 Annual Work Plan adopted by City Council on November 9,2021 as M&C 21-0830; WHEREAS,the Contract Manager conducted an Artist Selection Process based on qualifications, in accordance with the Project Outline and the guidelines in the Fort Worth Public Art Master Plan Update, adopted by City Council on October 17, 2017 (M&C G-19140); and, on May 16, 2022, the Fort Worth Art Commission("FWAC")approved the Selection Panel's recommendation of Artist for the project; 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: ARTICLE 1 DEFINITIONS As used in this Agreement,the following terms shall have the meanings as set forth below: OFFICIAL�f ECQRD Agreement between City of Fort Worth CITY SPage or' o And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art FT. WORTH,TX 1.1. Agreement—Means and includes this Agreement between the City of Fort Worth and Artist for Preliminary Design and Final Design of public art for the Site. 1.2. Artist—Means and includes Ball-Nogues Design Studio,LLC. 1.3. Artwork Design—Means and includes the Preliminary Design and Final Design of the Work, which are defined 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. 1.3.b.Final Design—Means Artist's final,proposed design of the Work for the Site,which is based upon the Preliminary Design and includes, but is not limited to, all final drawings, sketches, prototypes, maquettes, models, and the like that may be created by Artist in connection with this Agreement,or the like that are related,directly or indirectly,to the Work and shall include Artist's specifications for fabrication and installation of the Work. 1.4. City—Means and includes the City of Fort Worth,Texas. 1.5. Contract Manager—Means and includes the Arts Council of Fort Worth and Tarrant County, Inc.,d/b/a/Arts Fort Worth, and its officers,directors,and employees. 1.6. Effective Date — Means and includes the date represented in the first paragraph of this Agreement. 1.7. Final Design Deliverables—Means and includes those items set forth in Article 2.5 of this Agreement that are required for City's review and approval. 1.8. Parties—Means and includes City and Artist. 1.9. 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. 1.10. 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"A"describes the parameters and expectations of the project. 1.11. Project Core Team—Means and includes the group of community members, generally 5-7 people, 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. 1.12. Project Stakeholders — Means and includes the appropriate City Council Member(s), the Project Core Team,the FWAC's appointed representative, and others as may be appropriate. Page 2 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art 1.13. Site—Means the grounds of Riverside Park, located at 501 Oakhurst Scenic Drive, (76111), identified in the Project Outline.Further details are attached hereto as Exhibit`B." 1.14. Work—Means and includes the finished objects)of art and design that are the subject of this Agreement. or any intermediary stage of completion of such 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 necessary for developing a Preliminary Design and Final Design of the Work and for providing the Preliminary Design Deliverables and Final Design Deliverables. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. b. Artist shall determine the artistic expression, scope, design, color, size, material, and texture of the Work, subject to review and input from Project Stakeholders and approval by City as set forth 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, Artist shall meet with and seek input from Project Stakeholders. d. The location at the Site where the Work shall be installed shall be mutually agreed upon by City 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 Work, 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 Contract Manager, City staff, and others, as necessary, to integrate the Work into the Site in terms of structural support or other infrastructure needs to support the Work. h. Artist shall present the Preliminary Design to the FWAC for joint review with the Project Core Team, other 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 boards or commissions, as appropriate. i. If Preliminary Design is approved,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 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. Page 3 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art j. Artist shall attend meetings and presentations as indicated above in-person unless the meeting is held using a teleconferencing platform. k. Artist shall allow video recording and photography of their participation during activities related to this Project such as presentations and meetings. 1. In order to maintain the integrity of the City of Fort Worth's public art process,for the duration of the Agreement, if Artist intends to seek his/her own publicity for the Work, including publication of the artwork design on Artist's website or social media, such efforts will occur after Preliminary Design has been approved by the FWAC. Any potential publicity being sought for the Work, including press/media release(s),must be approved, in advance, by Contract Manager, and shall credit the City of Fort Worth substantially in the following form, "an original artwork commissioned by and in the public art collection of the City of Fort Worth, Texas." A-social media plan must be approved, in advance,by Contract Manager,and shall include the hashtag#fwpublicart. 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 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 2.3 to City for approval. 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 anticipated annual maintenance requirements; iii. A preliminary budget estimate,presented on the budget form attached hereto as Exhibit"C,"for implementation/commissioning of the Work in an amount not to exceed $206,187.00 which includes all costs for materials, engineering, labor, fabrication, delivery, installation, insurance (City requirements attached hereto as Exhibit "D"), transportation, remaining Artist's fee of $15,649.00, and all other associated costs for the Work. The implementation budget of $206,187.00 does not include a City-held contingency of$27,600.00; iv. Artist shall provide the Preliminary Design presentation materials in PowerPoint format to the Contract Manager to become part of the City of Fort Worth Public Art archive owned by City. All documents,models,and/or drawings will be retained for archival and exhibition purposes. Page 4 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art b. Preliminary Design Deliverables shall be submitted to the Contract Manager three(3)weeks prior to the scheduled Preliminary Design presentation to the FWAC for staff review. 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 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 Preliminary Design within thirty (30) business days of Artist's presentation to the FWAC. C. 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 revisions to the Preliminary Design as City deems necessary in its sole discretion and/or for the Work to comply with applicable statutes, ordinances, or regulations of any governmental regulatory agency 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 revision(s) to present the revised Preliminary Design in conformance with City's requirements. e. 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) f. 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 become part of any final design deliverables if the Artist proceeds to the final design phase. 2.5. Final Design Deliverables. a. Within three(3)months after the approval of the Preliminary Design,Artist shall provide services and all supplies, materials, and equipment necessary to provide certain deliverables, as set forth in this Article 2.5 to City for approval. Final Design Deliverables shall consist of the following: i. Detailed, design illustrations for the Work for the Site, which shall be in a high-resolution digital format, such as JPEG or TIF files, showing the proposed Work from multiple vantage points with at least one illustration showing the Work's size and placement in relation to the Site; Page 5 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art 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 viewers 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; 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"C,"for implementation of the Work in an amount not to exceed $206,187.00 reflecting total costs and inclusive of remaining artist's fee of $15,649.00, materials, labor, fabrication, travel, transportation, construction, insurance (City requirements attached hereto as Exhibit "D"), footings, installation,all associated costs for the Work.The implementation budget of$206,187.00 does not include a City-held contingency of$27,600.00; 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 structural design review. Professional Liability Insurance is required in all circumstances for 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 licensed to work in the State of Texas. Artist will provide the Contract Manager a certificate of insurance for each licensed professional and provide City with a thirty(30)calendar day notice of cancellation of any policy required hereunder; and vii. Artist shall provide the Final Design presentation materials in PowerPoint format to the Contract Manager to become part of the City of Fort Worth Public Art archive owned by City. All documents,models,and/or drawings will be retained for archival and exhibition purposes. b. Deliverables shall be submitted to the Contract Manager three (3) weeks prior to the scheduled Final Design presentation for staff review. 2.6. Final Design Review. a. Upon completion and submission of the Final Design Deliverables and acceptance by Contract Manager, Artist shall present the Final Design to the FWAC for joint review with the Project Core Page 6 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art 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 Artist of each revision to be made to the Final Design. City may require Artist to make such revisions to the Final Design as City deems necessary in its sole discretion and/or for the Work to comply with applicable statutes,ordinances,or regulations of any governmental regulatory agency 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 revision(s) to present the revised Final Design in conformance with City's requirements. C. 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 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) 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 deliverable under any anticipated artwork commission contract. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation. Total compensation to Artist under the Agreement shall be in an amount up to FORTY-TWO THOUSAND, TWO HUNDRED THIRTEEN DOLLARS AND NO CENTS ($42,213.00) which shall constitute full compensation for any and all costs associated with the Agreement, including, but not limited to engineering and consulting,travel, an Artist's fee of$29,063.00, and all other services performed and materials furnished Page 7 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art 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. 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. TWO THOUSAND, FIVE HUNDRED DOLLARS AND NO CENTS ($2,500.00) within thirty (30)calendar days upon execution of this Agreement. b. THREE THOUSAND DOLLARS AND NO CENTS ($3,000.00) after Artist meets with Project Core Team and other stakeholders to gather input prior to Preliminary Design development. c. FIVE THOUSAND,ONE HUNDRED DOLLARS AND NO CENTS($5,100.00)within thirty(30) calendar days after Artist submits all Preliminary Design Deliverables required under Article 2.3 of this Agreement. d. FIVE THOUSAND,ONE HUNDRED DOLLARS AND NO CENTS($5,100.00)within thirty(30) calendar days after Artist makes presentation(s) of the Preliminary Design to the FWAC,the Project Core Team,and other Project Stakeholders at a regularly scheduled meeting of the FWAC. e. ONE THOUSAND, FIVE HUNDRED FIFTY DOLLARS AND NO CENTS ($1,550.00) within thirty(30)calendar days after City's approval of the Preliminary Design. f. FIVE THOUSAND,ONE HUNDRED DOLLARS AND NO CENTS($5,100.00)within thirty(30) calendar days after Artist submits the Final Design Deliverables as required under Article 2.5 of this Agreement. g. FIVE THOUSAND,ONE HUNDRED DOLLARS AND NO CENTS($5,100.00)within thirty(30) calendar days after Artist makes a presentation of the Final Design to the FWAC, the Project Core Team,and other Project Stakeholders. h. ONE THOUSAND, SIX HUNDRED, THIRTEEN DOLLARS AND NO CENTS ($1,613.00) within thirty(30) days after the City notifies the Artist of its approval of the Final Design. i. City will provide an allowance of up to TEN THOUSAND DOLLARS AND NO CENTS ($10,000.00) for engineering, material sample mock-ups, professional 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. j. City will provide a travel stipend of ONE THOUSAND, FIVE HUNDRED SEVENTY-FIVE DOLLARS AND NO CENTS ($1,575.00) should artist attend one Fort Worth Art Commission meeting in person. Page 8 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art k. City will provide a travel stipend of ONE THOUSAND, FIVE HUNDRED SEVENTY-FIVE DOLLARS AND NO CENTS ($1,575.00) should artist conduct one Site visit and/or meet with the Core Team in person prior to completing deliverables. 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 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. i 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 "Notice of Termination"specifying the grounds for termination. Termination of this Agreement under this provision shall not relieve the party in default of any liability for damages resulting from a breach or a violation of the terms of this Agreement. 4.4. Termination for Convenience. a. The services to be performed under this Agreement may be terminated by either party, subject to written notice submitted thirty(30)calendar days before termination. Page 9 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art 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 pay Artist for services actually rendered up to the effective date of termination in accordance with Section 3.2 of this Agreement.If the Artist was paid for services no yet rendered, the Artist will be required to remit to City a sum equal to all overpayments (if any) made to the Artist pursuant to this Agreement prior 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. 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 issues through this dispute resolution process. The disputing party shall notify the other party in writing as soon Page 10 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the parry's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach, or other matter in question that may arise out of or in connection with this Agreement. If the Parties fail to resolve the dispute within sixty(60)calendar days of the date of receipt of the notice of the dispute, then the Parties may submit the matter to non-binding mediation upon written consent of the authorized representatives of both parties in accordance with Chapter 154 of the Texas Civil Practice and Remedies Code and Chapter 2009 of the Texas Government Code,then in effect. Request for mediation shall be in writing, and shall request that the mediation commence not less than fifteen(15)or more than forty-five(45)calendar days following the date of request, except upon Agreement of the Parties. In the event City and Artists are unable to agree to a date for the mediation or to the identity of a mutually agreed mediator within thirty(30)calendar days following the date of the request for mediation,then all the conditions precedent in this article shall be deemed to have occurred. The Parties shall share the mediator's fee 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. 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 Artwork 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 received 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 permission to others to do so except with the express written permission of City. However, nothing Page 11 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art 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. 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 Page 12 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art 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. 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 Page 13 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art 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 11.1. Compliance. Artist shall comply with all Federal, state, and local statutes, ordinances, and regulations applicable to the performance of Artist's services under this Agreement. 11.2. Entire Agreement. This writing embodies the entire agreement and understanding between the Parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. 11.3. Amendments. No alteration, change, modification, or amendment of the terms of this Agreement shall be valid or effective unless made in writing and signed by both parties hereto and approved by appropriate action of City. 11.4. Waiver. No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent default of any terms,covenants,and conditions of this Agreement. The payment or acceptance of fees for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. Page 14 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art 11.5. Governing Law and Venue. If any action,whether real or asserted,at law or in equity,arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 11.6. Successors and Assigns. Neither party hereto shall assign,sublet,or transfer its interest herein without prior written consent of the other party, and any attempted assignment, sublease, or transfer of all or any part hereof without such prior written consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of City and Artist 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 government law, ordinance, or regulation; acts of God; acts of the public enemy; fires;strikes;lockouts;natural disasters;wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of,and only to the extent of,such prevention or hindrance,provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with this Agreement. 11.10. Contract Construction. Page 15 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art 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. 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 electronically via email shall be as legally binding for all purposes as an original signature. Page 16 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art 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 during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. If applicable under this Agreement and Artist is considered a"company," by signing this Agreement,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 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 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 signing this Agreement,Artist certifies thatArtist's signature provides written verification to the City thatArtist:(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 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 Page 17 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art 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. 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 Fort Worth,Texas 76102 Martha Peters,Director of Public Art Arts Fort Worth 1300 Gendy Street Fort Worth,Texas 76107 2. ARTIST: Benjamin Ball,Manager Ball-Nogues Design Studio,LLC 3533 East Olympic Boulevard Los Angeles, California 90023 Page 18 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art IN WITNESS HEREOF,the Parties hereto have executed this Agreement to be effective as of the Effective Date. CITY OF FORT WORTH BALL-NOGUES DESIGN STUDIO,LLC B aWWL aL Y• Fernando Costa Benj in B Assistant City Manager Manager Date: 7/1+/ZO .2- Date: July 12, 2022 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. r Name:Alida Labbe Title:Public Art Project and Capital Budget Manager APPROVED AS TO FORM AND LEGALITY: w Jessi a Williams Assistant City Attorney ATTLS D BY: nn a S. Goodall *' ity Secretary r „r Form 1295:Not required Contract Authorization: No M&C required. Ordinance No. 24161-04-2020 OFFICIAL RECORD CITY SECRETARY Agreement between City of Fort Worth FT. V" J And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art Exhibit A: Project Outline Riverside Park Public Art Project Outline z .L 9 I A 01.I II River Ea V H Pl')()slatting Jail Park!- I, A,nu two SuvIhV., t 1piltmalia I k I tart Worth A,LZ Out Bail Bonds Fort Worill 9 Penske T Fuck F4r1131 The City of Fort Worth is beginning construction on improvements at Riverside Park as part of the City of Fort Worth's 2018 Bond Program.Phase I improvements include a wide walking trail,kayak launch,playground,multiple sports fields,and other amenities.The regional park was identified in the Fort Worth Public Art Plan for the 2018 Bond Program as an impactful location for public art,reaching a wide array of viewers from community members to visitors. Additionally,$120,000 from the 2014 Bond Program was allocated to artwork for Phase 2 of the Six Points Urban Village,which intersects the park at Race Street. Given the narrow City-owned right of way along Race Street,the funds will be used in Riverside Park at the terminus of the Urban Village Project. PUBLIC ART SITE AND APPROACH This public art project provides an opportunity for an artist to create a unique artwork(s)for Riverside Park.The artwork will likely be freestanding at the site. The Project Core Team desires a large,impactful artwork or series of artworks with a thematic approach that might speak to the natural environment and would engage visitors and park users. PUBLIC ART BUDGET The Riverside 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).Funding for the project was included in the Public Art Plan for the 2018 Bond Program and the Public Art Plan for the 214 Bond Program for a total amount of$365,000.00. ELIGIBILITY Staff will recommend 6-8 artists from the Fort Worth Public Art Pre-Qualified List of Artists,and additional artists by invitation,whose work would be a good fit for the project. Page 20 of26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art PROJECT CORE TEAM 1. Peter Aberg, Legal Capital Company 2. Phyllis Allen, United Riverside NA 3. Rick Herring, Riverside Neighborhood Alliance 4. Aaron Latchaw,Riverside Artist and Oakhurst Resident 5. Belinda Norris, Vintage Riverside HOA 6. Stacey Pierce,Streams and Valleys,Inc. 7. Pretlow Riddick, Criterion Development Partners 8. Stephen Rivers, Charleston HOA 9. Guillermo Tapia, Riverside Artist ARTIST SELECTION PROCESS SELECTION PANEL MEETING#1 FWPA staff shall present a pool of 6-8 artists.Artists will be contacted prior to being considered by the Artist Selection Panel,to ascertain their interest and availability.The Artist Selection Panel shall review the artists' previous work and qualifications and select 3 finalists and one alternate. FINALIST ORIENTATION The finalists shall participate in an orientation for the project,including a site visit,if possible. SELECTION PANEL MEETING#2 The Artist Selection Panel shall interview each of the three artists individually.The Panel may then ask questions about their professional experience and related work.The Panel will then recommend one artist and one alternate for the project.Upon the FWAC's approval of the Panel's recommendation,a Preliminary Design contract will be executed with the selected artist. MEETING FACILITATOR:Alida Labbe,Public Art Project and Capital Budget Manager,Arts Council of Fort Worth ARTIST SELECTION PANEL(Voting) 1. Rick Herring,Elected Project Core Team Member 2. Belinda Norris,Elected Project Core Team Member 3. Margaret Adler,Fort Worth Art Commissioner 4. TBD,Artist 5. TBD,Arts Professional ADVISORS(Non-voting) 1. Council Member Ann Zadeh,District 9 2. Katherine Smith,District 9 Director 3. Dan Villegas, Park and Recreation Advisory Board, District 9 4. Tonda Rice,Park and Recreation Department,City of Fort Worth 5. Eric Fladager,Planning and Data Analytics Department,City of Fort Worth 6. Valerie Jay,Tarrant Regional Water District 7. Other Project Core Team Members 8. Others as may be appropriate Page 21 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art Exhibit B: Site Fort Wonh Stockyards Station Q ..,=T 17 NW liT.i 51 �El s2anClro Supe+merCado Plcit- E�ih9rde Ur �,�P`�� r ENIC BLUFF fit }F O�:[e�•IUUd is S • Park TOs'rry Talk FaorS: �9 E 1nS 51 �bI rtolal S7 ...> 1 7aiget9 FoCtWorth Gateway Palk a 1 - Fyn � �tl wnnst Kimbell Art Museum ' 4 Forl;+lurch Water Garde�w, 1 ■ '"' Tandy HII15: - IV Lnnrnsl.r Ary i _ � rao Naturat krea ry 0 t Stratford ` Nature Area �For'Wcntr, fr 8 Otani C GaLaen rqi MEAt v Illi � 1raA�� �CDUk t;lllldit!tl» � ElieUly Sl Nckap.ulvd r5atf Wet f,l � � l r HIVPr(1 T u T,, nl. rl I• PrjQ Slat y r bark GREENWAY �+ sr,ulrl+-rrt r'r.�M.frt �'t ,��a�S� c hsl; ,ouihwest Interl�ati F� F or1 WOfth A•lrl C}Itt hail Kariv.K I err Wo1h Per sky , T ttlrk Remal Y Page 22 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art Exhibit C: Budget Form PROJECTa AffrIST BUDGET DEVELOPMENT TEMPLATE PROJECTPROJECT COSTS COSTS FEES INSTALLATION Artist Fee(Sidi o a veshea4 D es%rk Admin) Transportatioe of Artswork Eackwer Pereaits Lightin oet€ ier Sipe Preparalbe J femediarion conservator Fooatigp Y Fourrda hws P1tohWapher Eleat kal awnections/$Aodificathm other Professional Fees innaller Labor Equip ment R ento' Ttaif E con'Arara SUWTOTAL FEES Security S L16 TOTAL I SAL LATiON TRAVEL jaased on GSA Rates) TrarLW*-at&,on INSURANCE LEak-'Mf Genere uabtlty Uma au d) Per Aem(meirs and ircidenta'3; 5Ua-TOTAL TRAVEL Ott SL16-TOTAL OVEAHFAD FABRICATION materials CONTINGENCY Artist'I'abtor(hours x;per hour) 5%A iRequ an PAase Fabfk&ta,r/Lalsorlsgf atims GRA1I❑TOTAL Rentals(eg4mient fabrica Ian spare„etc.) awage SUB-TOTAL FABRICATION Page 23 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art 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 Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art 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 company, then the subcontractor must obtain language on their certificate of insurance confirming that its insurance policy extends coverage to operations in the United States. All insurers must have a minimum rating of A- VII in the current A.M.Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. Unless otherwise stated,all required insurance shall be written on an"occurrence basis." The deductible or self-insured retention(SIR)affecting required insurance coverage shall be acceptable to and approved in writing by the Risk Manager of City of Fort Worth in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups,must also approved by City's Risk Manager. City, at its sole discretion, reserves 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 City of Fort Worth Page 25 of 26 And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art Exhibit E: Sales Tax Exemption �gA1IN� Tents Sides and Use Tax Exemption Certification 7dtCs i:erlhk a r3'umviict raii-c r8 au auirmhurb ba•vaft WP�4e�u•� �mca CLty IliFod Ifibq,TVi Ad94"ASS�MMB�khdlMl';1'".IJ.13)s'GI'hGatGi.+L+Ci6ie7 .. _ -- _ liisrq IY�cra.�aaasnd'rfante{I IN�a901aS�i8L�@ki3- �r ��� F4M Wortal,Tf)x@+ 76109: I,the parcllawr named]ON%WaI11.un-eoampllao f iri pavnifnii ors 6s and"e Laws�rar Ille pu17ell:i a or laxable iw.ma dosodhed bala r a oit lite alla_ched o(ues utfftoice) Cra rn '841";?,All kkando)m _T £7'polmwv Cllr,EL't'.,.2113 eaiiu: fDasarolial eC Ilmvi;io b purcVAW or un ve alfirhad andw ur Irrra�,a- Al ileim NrnilssLy kx*=dudges that Lhis Guejcwa aranndl he u3M. 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Led andiflanta to tlla C'ampimilar of Puhb91a Amemnly, Page 26 of 26 Agreement between City of Fort Worth And Ball-Nogues Design Studio LLC for Design for Riverside Park Public Art