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HomeMy WebLinkAboutContract 62271CSC No. 62271 AGREEMENT BETWEEN THE CITY OF FORT WORTH AND PROJECTiONE LLC D/B/A PROJECT ONE STUDIO FOR FINAL DESIGN FOR NORTHWEST PATROL DIVISION PUBLIC ART PROJECT This Agreement is entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas, acting by and through Jesica McEachern, its duly authorized Assistant City Manager, and PROJECTiONE LLC d/b/a Project One Studio ("Artist"), a limited liability company located at 3151 Kirkbride Way, Suite C, Indianapolis, Indiana, 46222, acting by and through Adam Buente, its duly authorized owner. 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 ("Contract Manager"). 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 designing a new facility with Project Consultant for the Northwest Patrol Division of the Police Department, to be located at 3900 Angle Avenue (76106); WHEREAS, this Project was included in the Public Art Plan for the 2022 Bond Program adopted by the Fort Worth City Council on November 29, 2022 (M&C 22-0935) and is also included in the Public Art Fiscal Year 2024 Annual Work Plan adopted by the Fort Worth City Council on October 17, 2023 (M&C 23- 0844); WHEREAS, on January 29, 2024, the City entered into a contract with Artist to develop a Preliminary Design for the Site (Fort Worth City Secretary Contract No. 60841); WHEREAS, on September 16, 2024, the Fort Worth Art Commission ("FWAC") approved the Artist's Preliminary Design and recommended that the Artist develop a Final Design based upon the Preliminary Design for public artwork to be incorporated into the Site; and 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 RECORD CITY SECRETARY FT. WORTH, TX Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 1 of 25 1.1. Agreement — Means and includes this agreement between the City and Artist for Final Design of Public Art for the Site. 1.2. Artist Means and includes PROJECTiONE LLC d/b/a Project One Studio. 1.3. Artwork Design — Means and includes the Preliminary Design and Final Design of the Work, which is defined in 1.3.a and 1.3.b below: 1.3.a. Preliminary Design — Means all preliminary drawings, sketches, narrative descriptions, budget estimates, and the like that are created by Artist in connection with Fort Worth City Secretary Contract No. 60841, depictions of which are attached hereto as Exhibit "A" and incorporated herein for all purposes. 1.3.b. Final Design — Means Artist's final, proposed design of the Work for the Site, which is based upon the Preliminary 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 that are related, directly or indirectly, to the Work, which 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 this Agreement is executed by the City. 1.7. Final Design Deliverables — Means and includes those items set forth in Article 2.4 of this Agreement that are required for City's review and approval. 1.8. Parties Means and includes City and Artist. 1.9. Project — Means and includes the capital improvement or public art development undertaking of City for which Artist's services are to be provided pursuant to this Agreement. A Project Outline attached hereto as Exhibit `B" describes the parameters and expectations of the project. 1.10. Project Consultant — Means and includes GFF Architecture Inc. 1.11. 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. 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. 1.13. Site — Means the future Northwest Patrol Division, to be located at 3900 Angle Avenue (76106) as identified in the Project Outline. Further details are attached hereto as Exhibit "C." 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 works. Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 2 of 25 ARTICLE 2 SCOPE OF SERVICES AND DELIVERABLES 2.1. Artist Selection. City and Artist acknowledge that the Preliminary Design submitted by Artist was approved by the FWAC on September 16, 2024, and is the basis for executing this Agreement with the Artist. 2.2. Scope of Services. a. Artist shall perform all services and will furnish all supplies, materials, and equipment as necessary for developing a Final Design of the Work and for providing the Final Design Deliverables. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. b. Artist shall determine the artistic expression, scope, design, color, size, material, and texture of the Work with consideration for the feedback received during the Preliminary Design review, subject to review and input from Project Stakeholders and the ultimate 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. Artist shall explore lighting coordination and recommend fixtures for the artwork Site for City and Project Consultant consideration. d. The location at the Site on which the Work shall be installed shall be mutually agreed upon by City and Artist prior to installation. 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, siting of the Work, and permitting. f. Artist shall meet and coordinate with Contract Manager, City staff, Project Consultant, and others, as necessary, to integrate the Work into the Site in terms of structural support, possible lighting, or other infrastructure needs. g. Upon request of City, Artist shall consult with a qualified art conservator and shall provide written maintenance recommendations for the Work from said conservator to the Contract Manager. h. Artist shall present the Final Design to the FWAC for joint review with the Project Core Team, other Project Stakeholders, and the appropriate City staff 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. i. Artist shall allow video recording and photography of its participation during activities related to this project such as presentations and meetings. j. In order to maintain the integrity of the City of Fort Worth's public art process, for the duration of the Agreement, if Artist intends to seek its own publicity for the Work, including publication of the Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 3 of 25 artwork design on Artist's website or social media, such efforts will occur after a Final 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 in substantially 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." 2.3. City Assistance. Upon request by Artist, City shall promptly furnish all information and materials required by Artist to the extent that such materials are available. City, upon request by Artist, shall also provide correct scaled drawings of the Site, if available. 2.4. Final Design Deliverables. a. Within three (3) months after the Effective Date, and after City issues a Purchase Order, Artist shall provide services and all supplies, materials, and equipment necessary to provide certain deliverables, as set forth in this Article 2.4, to City for approval. Final Design Deliverables shall consist of the following: i. Detailed, design illustrations for the Work for the Site, which shall be in a high -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, and a Site plan; ii. A final written narrative for the Work, describing the following: (1) Artist's Final Design concept; (2) timeline for completion, proposed materials, recommended light fixtures, 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; iii. Material or fabrication samples and/or models for the Work, as deemed necessary by the Artist; iv. A detailed final budget, on the budget form attached hereto as Exhibit "D," for implementation of the Work in an amount not to exceed $257,800.00, reflecting total costs and inclusive of remaining artist's fee of $16,677.00, materials, labor, fabrication, transportation, construction, insurance (City requirements attached hereto as Exhibit " E"), footings, installation, and all associated costs for the Work. The Artwork Commission budget of $257,800.00 does not include a City -held contingency. V. 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 Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 4 of 25 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 calendar day notice of cancellation of any policy required hereunder. The City's insurance requirements are attached hereto as Exhibit "E"; and vi. Artist shall provide the Final Design presentation 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 drawings will be retained for archival and exhibition purposes. b. Deliverables shall be submitted to the Contract Manager at least three weeks prior to the scheduled Final Design presentation for staff review. 2.5. Final Design Review. a. Upon completion and submission of the Final Design Deliverables and acceptance by Contract Manager, Artist shall present the Final Design to the FWAC for joint review with the Project Core Team, other Project Stakeholders, and the appropriate City staff 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 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. d. Artist shall have thirty calendar days from the date City informed Artist of the revision(s) to present the revised Final Design in conformance with City's requirements. e. If City disapproves of the resubmitted Final Design, any further Final Design resubmissions will be by mutual agreement of the Parties and subject to the procedures and terms in this Article. If the Parties mutually 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). Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 5 of 25 f. Artist shall incorporate any City -approved revisions into the Final Design in conformance with City's requirements, and any revisions made to a City -approved Final Design shall become part of the Final Design. 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. 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. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation. Total compensation to Artist under this Final Design Agreement shall be in an amount not to exceed TWENTY-NINE THOUSAND, TWO HUNDRED DOLLARS AND ZERO CENTS ($29,200.00), which shall constitute full compensation for any and all costs associated with this Agreement, including, but not limited to, Artist's fee of $19,450.00, engineering, lighting, and/or conservator consultation fees, materials, sample mock-ups, and services performed and materials furnished by Artist under this Agreement. 3.2. Pavment 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. FIVE THOUSAND DOLLARS AND ZERO CENTS ($5,000.00) within thirty calendar days of the execution of this Agreement. b. FIVE THOUSAND DOLLARS AND ZERO CENTS ($5,000.00) within thirty calendar days after Artist submits all Final Design Deliverables required under Article 2.4 of this Agreement. C. FIVE THOUSAND DOLLARS AND ZERO CENTS ($5,000.00) within thirty calendar days after Artist makes presentation(s) of the Final Design to the FWAC, the Project Core Team, and other Project Stakeholders at a regularly scheduled meeting of the FWAC. d. FOUR THOUSAND, FOUR HUNDRED FIFTY DOLLARS AND ZERO CENTS ($4,450.00) within thirty calendar days after City's approval of the Preliminary Design. e. An allowance of up to NINE THOUSAND DOLLARS AND ZERO CENTS ($9,000.00) for engineering, lighting design, mock-ups, and conservator consultation. Such payment shall be made for actual services rendered only and upon receipt of an invoice from Artist with the original invoice for such services attached (a retainer fee of up to 50% is allowed). f City will provide a travel stipend of SEVEN HUNDRED FIFTY DOLLARS AND ZERO CENTS ($750.00) upon Artist's attendance for Final Design Presentation at a Fort Worth Art Commission meeting in person. 3.3. Sales Taxes. Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 6 of 25 City is a tax-exempt organization, and no state or local sales taxes or federal excise taxes shall be due upon the project. City shall supply Artist with the "Texas Certificate of Exemption" in substantially the same form as that attached hereto as Exhibit "F" for use by Artist in the fulfillment of this Agreement. 3.4. Artist'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, costs of all travel, and costs for Artist's agents, consultants, and 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 the 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 the 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 in accordance with the dispute resolution process set forth in Article 5 of this Agreement. If the Parties cannot resolve the dispute(s), then the disputing party shall thereupon have the right to terminate this Agreement upon the delivery of a written "Notice of Termination" specifying the grounds for termination. Termination of this Agreement under this provision shall not relieve the party in default of any liability for damages resulting from a breach or a violation of the terms of this Agreement. 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 at least thirty calendar days before termination specifying the grounds for 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 Artist's receipt of payment in full of all monies due for Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 7 of 25 services provided up to the effective date of termination, City shall have the right at its discretion to possession and transfer of title to the sketches, designs, and models already prepared and submitted or presented for submission to City by Artist under this Agreement prior to the effective date of termination, provided that no right to fabricate or execute the Work shall pass to City. C. If termination is for the convenience of Artist, City shall have the right, in its sole discretion, to pay Artist for services actually rendered up to the effective date of termination in accordance with Section 3.2 of this Agreement or to 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 termination. If City chooses to pay Artist, 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 the City. d. If termination is by mutual agreement of the Parties as set forth in Article 2.5, 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 that Artist becomes incapable, legally or otherwise, of performing its duties and/or obligations under this Agreement, City shall have the right to terminate this Agreement on payment to Artist or Artist's successors for all work and services performed prior to incapacity. All finished and unfinished drawings, sketches, photographs, models, and any other work shall automatically become property of City. b. Should Artist's Final Design have been approved prior to termination under this Article 4.5, City shall have the right to complete the Work. 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 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, whether 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. Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 8 of 25 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. Requests for mediation shall be in writing and shall request that the mediation commence not less than fifteen (15) nor more than forty-five (45) calendar days following the date of request, except upon agreement of the Parties otherwise. In the event City and Artist are unable to agree to a date for the mediation or to the identity of a 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 any mediator's fee and any filing fees equally. Venue for any mediation or lawsuit arising under this Agreement shall be in Tarrant County, Texas. 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 at law or in equity regarding the dispute. ARTICLE 6 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 6.1. Title. Title to the Work, including, but not limited to, all documents, models, and drawings that constitute or are components of the Work and/or the Artwork Design, shall pass to City upon Final Acceptance and payment for the Work or pursuant to the applicable termination provision of this Agreement. These documents, models, and drawings will be retained for archival and exhibition purposes. Artist's Artwork Design, Work, and all other work products under this Agreement shall become the property of City, without restriction on future use, except as provided below. 6.2. Copvright Ownership. Artist retains all rights under the Copyright Act of 1976, 17 U.S.C. Section 101 et seq., as the sole author of the Work for the duration of the copyright. 6.3. Reproduction Rights. a. In view of the intention that the Artwork Design and the Work be unique, Artist shall not make any additional exact duplicate reproductions of the Artwork Design or the Work, nor shall Artist grant permission to others to do so except with the express written permission of City. However, nothing herein shall prevent Artist from creating future artworks in Artist's manner and style of artistic expression. b. By execution of this Agreement, Artist grants to City an exclusive, perpetual, royalty -free, and irrevocable license to graphically depict or publicly display the Artwork Design and Work for any non-commercial purpose whatsoever. For purposes of this limitation, any graphic depiction or display of the Artwork Design and/or the Work intended to promote or benefit City, its public services, or its public purposes, regardless of whether or not a fee is charged to the public or whether revenue is Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 9 of 25 otherwise received by City, shall be deemed a non-commercial purpose. Notwithstanding the above limitation, Artist agrees and understands that nothing in this paragraph shall affect or limit City's absolute, unrestricted rights incidental to City's full ownership of the Work to alter, change, modify, destroy, remove, move, replace, operate, maintain, transport, sell, or transfer, in whole or in part, the Work when City deems it necessary within its discretion in furtherance of City's operations or for any other reason. C. All reproductions by City shall contain a credit to Artist and a copyright notice in substantially the following form: "© date, Artist's name." d. Unless notified otherwise by City, Artist shall use Artist's best efforts in any public showing or resume use of reproductions to give acknowledgment to City in substantially the following form: "an original artwork commissioned by and in the public art collection of the City of Fort Worth, Texas." e. Artist may, at Artist's expense, cause to be registered with the United States Register of Copyrights, a copyright in the Work in Artist's name. f. City is not responsible for any third -party infringement of Artist's copyright or for protecting the intellectual property rights of Artist. ARTICLE 7 WARRANTIES OF TITLE AND COPYRIGHT Artist represents and warrants that: a. Artwork Design and Work shall be the original product of the Artist's sole creative efforts. b. Artwork Design and Work are and will be unique and original and doe not infringe upon any copyright or the rights of any person; C. Artist has not offered, sold, assigned, transferred, licensed, granted, encumbered, or utilized the Artwork Design or Work or any copyright related thereto that may affect or impair the rights granted pursuant to this Agreement; d. Artwork Design and Work (or duplicates thereof) have not been offered or accepted for sale elsewhere; e. Artist has the full power to enter into and perform this Agreement and to make the grant of rights contained in this Agreement; and f. All services performed hereunder shall be performed in accordance with all applicable laws, regulations, ordinances, etc., and with all necessary care, skill, and diligence. ARTICLE 8 ARTIST AS INDEPENDENT CONTRACTOR Artist shall perform all work and services hereunder as an independent contractor and not as an 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 Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 10 of 25 as creating a partnership or joint venture between City and Artist or his/her officers, agents, employees, and subcontractors, and the doctrine of respondeat 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, ATTORNEYS' FEES AND COSTS OF DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND SUITS OF ANY HIND 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 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 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 Pronertv. 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 Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 11 of 25 EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES, TO WHICH ARTIST 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 discriminate against any employee or applicant for employment because of age, disability, race, color, religion, sex, sexual orientation, national origin, familial status, transgender, gender identity, or gender expression. Artist shall take affirmative action to ensure that employees are treated equally during employment, without regard to their age, disability, race, color, religion, sex, sexual orientation, national origin, familial status, transgender, gender identity, or gender expression. Such action shall include, but not be limited to, the following: employment, promotion, demotion, transfer, recruitment, pay or other forms of compensation, and selection for training, including, but not limited to, apprenticeship. Artist agrees to post in conspicuous places available to employees and applicants for employment notices to be provided by the City setting forth the provisions of this nondiscrimination clause. b. Artist shall, in all solicitation or advertisements for employment placed on or on behalf of the Artist, state that all qualified applicants shall receive consideration for employment without regard to race, color, religion, sex, sexual orientation, national origin, familial status, transgender, gender identity, or gender expression. C. Artist shall furnish all information and reports requested by City and shall permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with this section. d. In the event of Artist noncompliance with the nondiscrimination clauses of this Agreement, this Agreement may be canceled, terminated, or suspended, in whole or in part, and Artist may be debarred from further agreements with the City. ARTICLE 11 MISCELLANEOUS 11.1. Comnliance. 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. Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 12 of 25 This writing embodies the entire agreement and understanding between the Parties hereto, and there are no other agreements or 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 the 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 Assiens. 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 successors or assigns, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 11.8. Severabilitv. 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 Mai eure. 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, Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 13 of 25 board, department, commission, or agency of the United States or of any State; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event and an explanation as to how it prevents or hinders the Party's performance as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with this Agreement. 11.10. Contract Construction. The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of contract construction to the effect that any ambiguities are 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 City to fulfill its obligations under this Agreement, City may terminate this Agreement to be effective on the earlier 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 100 Fort Worth Trail, Fort Worth, Texas or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. Artist shall require all of its subcontractors to include in their subcontracts a right to audit in favor of City in substantially the same form as described in this Article 11.13. 11.14. Certified MWBE. Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 14 of 25 If applicable, Artist shall 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 City under the City's Business Diversity Enterprise Ordinance. 11.15. Survival Provision. The provisions contained in Articles 4.5 (Incapacity of Artist), 6 (Ownership and Intellectual Property 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 shall be as legally binding for all purposes as an original signature. 11.17. Time Extensions. The Parties may mutually 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 or more full-time employees and this Agreement is for $100,000 or more, Artist acknowledges that in accordance with Chapter 2271 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 Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Texas 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 boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 11.19. Enerav Companies. If Artist is a company with ten or more full-time employees and this Agreement is for $100,000 or more, Artist acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services 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 meanings ascribed to those terms in Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 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 boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 15 of 25 11.20. Firearms and Ammunitions Industries. If Artist is a company with ten or more full-time employees and this Agreement is for $100,000 or more, Artist acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services 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 meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. 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: CITY OF FORT WORTH: Jesica McEachern, Assistant City Manager City Manager's Office, City of Fort Worth 100 Fort Worth Trail, Fort Worth, TX 76102 Copies to: Leann Guzman, City Attorney Office of the City Attorney, City of Fort Worth 100 Fort Worth Trail Fort Worth, TX 76102 Martha Peters, Director of Public Art Arts Fort Worth 1300 Gendy Street Fort Worth, TX 76107 2. ARTIST: Adam Buente Project One Studio 3151 Kirkbride Way, Suite C Indianapolis, Indiana 46222 Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 16 of 25 IN WITNESS HEREOF, the Parties hereto have executed this Agreement on the Effective Date. CITY OF FORT WORTH by: Cp� Jesica McEachern Assistant City Manager Date: Nov 7, 2024 RECOMMENDED FOR APPROVAL by�-11 CS_TI Midori Clark Fort Worth Library Director ARTIST Adam Buente PROJECTiONE LLC d/b/a Project One Studio Date: 10/29/24 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: Michelle Richardson Title: Public Art Project Manager APPROVED AS TO FORM AND LEGALITY: T�eY Qualls Trey Qua Is (Nov 1, 202415:13 CDT) Trey Qualls Assistant City Attorney ATTESTED BY: Jannette S. Goodall City Secretary 4govvnnb aq�°' pCRT Odd a°moo °�9.io Pam° 0 Ovo g=d dd���°�X456ga Form 1295 Not Required Contract Authorization: M&C — No M&C Reauired. Ordinance No. 24161-04-2020 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 17 of 25 Exhibit A: Approved Preliminary Design The Northwest Patrol Division Preliminary Design seamlessly blends the past and present, honoring the region's historic Stockyards while embracing the city's ongoing growth, diversity, and community development. By juxtaposing old and new materials, the sculpture embodies values of history and inclusion, supporting small businesses and fostering family growth —integral elements of this community. As a welcoming symbol for the public, the sculpture represents the Northwest Patrol Division's commitment to building strong relationships within the community. It serves as a statement of connection and unity, emphasizing the importance of trust and mutual respect between the NWPD and the citizens they serve. The vibrant colors and textures woven throughout the sculpture invite viewers to reflect on their shared heritage and envision a future where growth and development are rooted in strong, supportive community bonds. The base of the sculpture, crafted from rough, textural raw Corten steel, represents the history of the West. Its rugged surface echoes the resilience and strength of Fort Worth's origins, while its form symbolizes the supportive and uplifting role of the police within the community. Rising from this foundation, radiating colorful elements focus toward the future horizon, representing the vibrant and diverse community of Northwest Fort Worth. These blended elements remain distinct, reflecting the unique, yet united nature of the community. All of these aspects converge into a clear, recognizable symbol —the outline of the artwork is directly inspired by the longhorn steer at the center of the NWPD shoulder patch. This symbol provides clarity and recognition, tying the abstract concepts of the piece into something familiar and meaningful. ,I Elevation Plan Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 18 of 25 Exhibit B: Project Outline Northwest Patrol Division Public Art Project Outline FGTI Worth K%Kham / MCI Airport CEMEX F1,& Pk cement T � h VnSCdge Flying MWgeum Fort Worth Sanxnrn Palk ss�tenn ia�w.m The City of Fort Worth is designing a Northwest Patrol Division as part of the City of Fort Worth's 2022 Bond Program. The facility will be located at 3900 Ange Avenue, totaling 32,000 sf to accommodate the fast-growing patrol division. This project was identified in the Fort Worth Public Art Plan for the 2022 Bond Program as an impactful location for public art. PUBLIC ART SITE AND APPROACH This public art project provides an opportunity for an artist to create a unique artwork(s) for the Northwest Patrol Division. During their orientation, the Project Core Team expressed interest in an exterior artwork that would be visible at all hours of the day and readable by a wide array of visitors. They shared interest in an artwork that highlights the partnership between the community and the Fort Worth Police Department with a lens for diversity and inclusion. PUBLIC ART BUDGET This project is included in the Fort Worth Public Art Fiscal Year 2023 Annual Work Plan, adopted by the Fort Worth City Council on November 29, 2022 (M&C 22-0935). Funding for the project was included in the Public Art Plan for the 2022 Bond Program in an amount of $334,800.00, including contingencies. ELIGIBILITY Staff will recommend 6-8 artists from the Fort Worth Public Art Pre -Qualified List of Established Artists whose work would be a good fit for the project. PROJECT CORE TEAM 1. Renee Cannon, Remington Point HOA 2. Steve Hudgeons, Diamond Hill -Jarvis NAC 3. Tony Martinez, North Beverly Hills NA 4. Cindy Rodriguez, Northside NA 5. Sharon Warren, Far Greater Northside Historical Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 19 of 25 ARTIST SELECTION PROCESS SELECTION PANEL MEETING #1 FWPA staff shall present a pool of 6-8 candidates. 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 which will include a virtual walk through of the site. 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: Michelle Richardson, Public Art Project Manager, Arts Council of Fort Worth ARTIST SELECTION PANEL (Voting) 1. Council Member Carlos Flores, District 2 2. Renee Cannon, Elected Project Core Team Member 3. James Talambas, Fort Worth Art Commissioner 4. Demarcus McGaughey, Artist 5. Kipp Schecht, Architect ADVISORS (Non -voting) 1. Maira Camacho, District 2 Director 2. Jack Carvalho, District 2 Director 3. Commander Jason Kim, Northwest Patrol Division, Fort Worth Police Department, City of Fort Worth 4. LaShanda Dockery, Fort Worth Police Department, City of Fort Worth 5. Mirian Spencer, Fort Worth Police Department, City of Fort Worth 6. Alfonso Meza, Property Management, City of Fort Worth 7. Other Project Core Team Members 8. Others as may be appropriate Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 20 of 25 Exhibit C: Site a ti a 4 6 CEMEX FI Ce�lerrt Sfrntltirti Perk 4- FGA WbrM McKh'aim lint] .Airpo.-t Fort Warth Stilrst rrtin Lai Icw,m Public Art Location Based on discussions with the design team, and Northwest Patrol Division, we were directed toward their ideal location for the project The placement is within the ADA ramp area, just to the right of the entrance, in front of a large wall acting as a visual backdrop. VFntipge Flying M V%eum Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 21 of 25 FEES Artist Fee (studio overhead, Design, Admin) Engineer Lighting Designer COME Va[or PI , C otl _ r I Fees SUB -TOTAL FEES TRAVEL (Based) on GSA Rates) 11 . i Ling Per diem jmeals and incidentals) SLJ B-TOTAL TkAVE L FABRICATION Materials Artist labor (hours x $ per hour) F; ' _i ..ibor by others Rentals Q _ f, t _etc.) etc_) Storage SUB -TOTAL FABRICATION EXHIBIT D: BUDGET FORM INSTALLATION Tra nspvrtation of Artwo rk Permits site _ L . ' . / _ _ ' F-ocitings/ ' . .1 Ele€tri€a I C . l modifications I nstaller Labor i . Renta I Traffic control security SUB -TOTAL I NST,4L LATION INSURANCE Ge nera I Liability (pro rated) Dther 5 LJB-TOTAL OV ERR EA D CONTINGENCY }end, :r-q Design Phase 'GRAN D TOTAL Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 22 of 25 EXHIBIT E: 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," including 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. 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. Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 23 of 25 Artist is responsible for providing the City at least thirty days 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 be 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 or of the contracting party. City shall be required to provide prior notice of at least 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 modification of particular policy terms, conditions, limitations, or exclusions, except where policy provisions are established by law or regulation binding upon either party or the underwriter on any such policies. Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 24 of 25 EXHIBIT F: TAX EXEMPTION z Kr atrr., Tex as S a le & and U se Tax Exemption Cert&--ation 77r,'.; orrdt9ra1r dbrs a;!f require a rwvnb&r2u br 1r 1 0ttr 0r Fort WO th, Tbxac Ac*ti I i r. i %.scr rr d oar wAkm r1%%M Pb" j.+ aoar &= aJar 140 Fort SMorth Ira■ 9i 7482VI-ad {ir Sins E' -.�cr Fort Wceth, T1sKar 7Ed02 I, the! pur&racer named &Nwe, obM an abmmpWn tun firmer dsaLs and Ike ors {tall the pur&ose & Itmahe Wre desr?Ibed heWs zor43n tltic attartred order or kikobe}tirwn: I~ AJ I VO KkNM imrr[ ■wll Dkip, BUA ZIP --Odr Dmffpfrrti -Y heftif Ia raw purrr*.ra w m stir marl rid XAw N hwaft AN Hmrrtia. Pumhwar auknowludge* that tills evrtfflaate cannot bo umd ror tha purohaoe. k% w, or rbntal of a modor ti'dhlala. Pwehr r drlrro ft 4�iivun ke dw hdk wrru i■wm YuH paNlp, nt Er ' I urrdrttirasa arrt1 J1 tir hir 14sr p r�hl bl i1 ifrrr i4d I�iI rritr r,' uir librr rFl�l� IYiX bmmrm du Ibr hluerto earmgr wm ow prcvdura of dm Tim i�&m iw&i r ripkerba Iaw. rrrkNfta.adUWa4r blaM '89r 1 eti$ rr rrtrairroomaWedlfriMrbA& Af ObABr iA n■ I" ; ruisX .r,srrft"defgL,cfhir# t0drewiv. ■min bold'dwh&ie hkkYidKMiiD&Mkd k, i4d t¢on 150 wm-&ofIw revJ*d :,r-Am 10mtVri & M&H r Cli o 0 mm* miiir " r A &V d Mo rmbh8d atai Wrlaar -IK I Em Mkf mnandal O tcta 03P13 P+OTE: nib d*N&A"ftNne6mWomaMIM&pum�or•gym■ ui imWict■imtawi it $ 9" r rd Ui& 1 bc 'Ex i4Pt Lmw�*it ai R'rf FJ &W N undn ti a3 nd1 ■ chi T I i a LmU' alr AuuId ho hAUhrd a drr wipp6m as no! mbnd 11r cmiiplatrJ rAtuY u I I m Cmir-lrAfti ar RAM- drvuift Agreement Between the City of Fort Worth and PROJECTiONE LLC d/b/a Project One Studio for Final Design of Northwest Patrol Division Page 25 of 25 FORT WORTH Routing and Transmittal Slip LIBRARY - FWPA Department DOCUMENT TITLE: NORTHWEST PATROL DIVISION FINAL DESIGN CONTRACT M&C_n/a CPN DATE: TO: 1. Trey Qualls 2. Midori Clark 3. Jesica McEachern 4. Jannette S. Goodall k, n CSO # DOC# INITIALS DATE OUT Ta Nov 1, 2024 Nov 4, 2024 Nov 7, 2024 JN Nov 7, 2024 DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ❑ Yes X No RUSH: ❑ Yes X No SAME DAY: ❑ Yes X No NEXT DAY: ❑ Yes ❑ No ROUTING TO CSO: X Yes ❑ No Action Required: ❑ As Requested ❑ For Your Information X Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs Return to: Please call Michelle Richardson at 214-673-0343 (mrichardson@artsfortworth.org) when completed. Thank you.