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HomeMy WebLinkAboutContract 63309CSC No. 63309 AGREEMENT BETWEEN THE CITY OF FORT WORTH AND DARRYL RATCLIFF FOR FINAL DESIGN FOR HORNE STREET 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 Dana Burghdoff, its duly authorized Assistant City Manager, and Darryl Ratcliff ("Artist"), an individual, located at 1008 Millington Drive, DeSoto, Texas 75115. The City has designated the Arts Council of Fort Worth and Tarrant County, Inc. d/b/a Arts Fort Worth ("Contract Manager") 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 has completed improvements to Libby Avenue from Faron Street to Horne Street, and Horne Street to Littlepage Street, as well as to Humbert Avenue from Faron Street to Horne Street (Council District 3); WHEREAS, City is concurrently revitalizing the Horne Street streetscape from Camp Bowie Boulevard to Vickery Street with assistance of Project Consultant; 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. The project is also included in the Public Art Fiscal Year 2025 Annual Work Plan adopted by City Council on November 12, 2024, as M&C 24- 1001; WHEREAS, on July 1, 2022, the City entered into a contract with Artist to develop a Preliminary Design for the Site (Fort Worth City Secretary Contract No. 57789); WHEREAS, on November 18, 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: OFFICIAL RECORD ARTICLE 1 CITY SECRETARY FT. WORTH, TX Page 1 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project DEFINITIONS As used in this Agreement, the following terms shall have the meanings as set forth below: 1.1. Agreement — Means and includes this Agreement between the City of Fort Worth and Artist for Final Design of public art for the Site. 1.2. Artist — Means and includes Darryl Ratcliff. 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 preliminary drawings, sketches, narrative descriptions, budget estimates, and the like that are created by Artist in connection with Fort Worth City Secretary Contract No. 57789, as amended, 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 shall be based upon the Preliminary Design and shall include, but not be limited to, all final drawings, sketches, prototypes, maquettes, models, and the like that may be created by Artist in connection with this Agreement 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 Section 2.4 of this Agreement that are required for City's review and approval. 1.8. Mentees Means and includes emerging local artist participants working with Artist via the Horne Street Public Artist -Led Mentorship Program as part of this Project. 1.9. Parties — Means and includes City and Artist. 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. 1.11. Project Consultant —Means and includes Kimley-Horn and Associates, Inc. 1.12. 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. 1.13. 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 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project 1.14. Site — Means along Horne Street at the intersection of Blackmore Avenue, near Libbey Avenue and Humbert Avenue (76107), in Council District 3. Further details are attached hereto as Exhibit `B." 1.15. Work — Means and includes the finished object(s) of art and design that are the subject of this Agreement, including any intermediary stage of completion of such works. ARTICLE 2 SCOPE OF SERVICES AND DELIVERABLES 2.1. Artist Selection. City and Artist acknowledge that the Preliminary Design submitted by Artist was approved by the FWAC on November 18, 2024, and is the basis for executing this Agreement with the Artist. 2.2. Scone 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, 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. During development of the Final Design, Artist may explore interactive programming opportunities for the Artwork Design that engage community members beyond the physical sculpture through the use of digital and analog methodology. Such programming details shall be shared internally with City departments as appropriate for review and input on feasibility. Artist shall only explore programming that is within the commission budget (2.4.a.vii) unless otherwise approved by Contract Manager. 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, 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 and electrical, 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. Any Project event scheduled by Artist as part of the Horne Street Public Art Community Engagement Plan for Final Design, described in the attached Exhibit "C," shall be provided in writing to Contract Page 3 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project Manager for review and approval. Notice shall be given to Contract Manager at least one (1) month prior to the proposed event for publicity purposes. i. The Horne Street Public Art Community Engagement Plan for Final Design includes the continuation of the Horne Street Public Artist -Led Mentorship Program for emerging artists ("Mentees"), all of whom are at least eighteen (18) years of age, to gain public art experience. Details for the continuation of the program in the Final Design phase are attached hereto as Exhibit "D." It is understood by all Parties that there is no contractual relationship between the City and the participants of the mentorship program. Artist shall require all Mentees to provide an updated signed waiver, included as Exhibit `I," prior to participation in any activities related to the Horne Street Artist -Led Mentorship Program for Final Design. j. For mentorship program, as described in Exhibit "D," Artist shall embed participants into Artist's public art process, including, but not limited to, the following: 1. One (1) planning and/or coordination meeting for Project during which time Artist shall work with Mentees on logistics of design. 2. Inclusion of Mentees in community meeting(s) and event(s) in various roles as deemed appropriate by Artist. 3. Mentees shall submit materials in association with this mentorship, which will be submitted by Artist as part of Final Design Deliverables (See 2.4.a.v). k. Artist shall attend Horne Street Revitalization community input meetings with Project Consultant and City staff when available. 1. Artist shall explore concepts for the Work, within the implementation budget set forth in Section 2.4. in. 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. n. Artist shall allow video recording and photography of Artist's participation during activities related to this Project such as presentations and meetings. It is the City's intention to use Artist name and likeness in association with this Project. o. 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 artwork design on Artist's website or social media, such efforts will occur after Artwork 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 Page 4 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project 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." City shall tag Artist when promoting this Project when appropriate. Artist and City acknowledge that Artist documents its social practice via social media; therefore, Artist may use its own social media account(s) to promote project meetings and happenings open to the public based on schedule of events provided to Contract Manager as noted in 2.2.h. Such documentation shall be made available to City as part of Final Design Deliverables. Artist may reference and discuss the Project in their professional biography, portfolio, artist talks, and grant/funding applications. Artist agrees to coordinate with City to approve formal public release of all design materials and renderings. P. 2.3. City Assistance. Upon request by Artist, City shall promptly furnish all information and materials required by Artist to the extent that such materials are available. City, upon request by Artist, shall also provide correct scaled drawings of the Site, if available. 2.4. Final Design Deliverables. a. Within three (3) months after the Effective Date, Artist shall provide services and all supplies, materials, and equipment necessary to provide certain deliverables, as set forth in in this Section 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 (1) the Artist's Final Design concept based on community engagement, (2) proposed materials, fabrication, installation methods for all elements of the work, and timeline for completion, (3) information regarding Artist's subcontractors(s), if any, and (4) 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 of the Work, as deemed necessary by the Artist. iv. The Artist's Horne Street Community Engagement Report and Plan including: 1. Summary and analysis of community outreach completed as part of Final Design including, but not limited to, findings, issues, opportunities, and emerging themes. Raw data shall be shared with Contract Manager as appropriate. Page 5 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project 2.Community stakeholder meetings or events proposed as part of Final Design and Commission phases. This plan shall include, but is not limited to, intended purpose and target audience details per meeting or event. 3.A mentorship program further described in 2.4.a.v below. v. The Artist's Mentorship Program Report and Plan for three local artists ("Mentees"), including, but not limited to: 1.Overview narrative and summary to date of Mentorship Program initiated as part of Final Design. 2.Deliverables as indicated in Exhibit "D" from Mentees including logged hours and essays or other documentation as deemed appropriate by Artist. 3. Mentorship meetings and events planned for Final Design and commission phases, including what the Mentees will assist with. 4. Expected learning outcomes based on this program. vi. Photography and final edited video documentation of community engagement and mentorship programs as part of Final Design. vii. A detailed final budget, on the budget form attached hereto as Exhibit "E," for implementation of the Work in an amount not to exceed $115,715.00 reflecting total costs and inclusive of remaining artist's fee of $8,640.00, materials, labor, fabrication, transportation, construction, insurance (City requirements attached hereto as Exhibit "F"), footings, installation, and all associated costs for the Work. The Artwork Commission budget of $115,715.00 does not include a City -held contingency. viii. 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 at least a thirty calendar day notice of cancellation of any policy required hereunder. ix. 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 associated with the Work will be retained for archival and exhibition purposes. Page 6 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project b. Final Design 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 Section 4.4.d). 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 the artwork commission is authorized by the Fort Worth City Council via Mayor and Council Communication (M&C), 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 the Agreement shall be in an amount up to TWENTY-ONE THOUSAND. THREE HUNDRED THIRTY DOLLARS AND ZERO CENTS ($21.330.00) which shall constitute full Page 7 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project compensation for any and all costs associated with the Agreement, including, but not limited to professional consulting, an Artist's fee of $10,080.00, up to $750.00 for the Horne Street Artist -Led Mentorship Program Plan for Final Design, and all other services performed and materials furnished by Artist under this Agreement. Artist and City may amend this Agreement to allow for additional payment if additional services are required. 3.2. Pavment Schedule. a. City agrees to pay Artist in the following installments set forth below, each installment to represent full and final, non-refundable payment for all services and materials provided prior to the due date thereof: TWO THOUSAND DOLLARS AND ZERO CENTS ($2,000.00) within thirty calendar days of execution of this Agreement. ii. ONE THOUSAND DOLLARS AND NO ZERO CENTS ($1,000.00) within thirty calendar days of submission of Mentee waivers, attached hereto as Exhibit "I." iii. THREE THOUSAND DOLLARS AND ZERO CENTS ($3,000.00) within thirty calendar days after Artist submits all Final Design Deliverables required under Section 2.4 of this Agreement. iv. TWO THOUSAND DOLLARDS AND ZERO CENTS ($2.000.00) 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. V. ONE THOUSAND EIGHTY DOLLARS AND ZERO CENTS ($1,080.00) within thirty calendar days after City's approval of the Final Design. vi. ONE THOUSAND DOLLARS AND ZERO CENTS ($1,000.00) within thirty calendar days of submission of Affidavit of Bills Paid, attached hereto as Exhibit "G." vii. An Artist -Led Mentorship Program allowance of $250.00 per Mentee for a total of up to SEVEN HUNDRED FIFTY DOLLARS AND ZERO CENTS ($750.00) for participation in the Final Design phase. Such payment shall be made upon submission of mentorship program deliverables. viii. An allowance of up to TEN THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($10,500.00) for engineering, electrical, mock-ups, conservator consultation, supplies required for community engagement, and other professional services as needed to complete Final Design Deliverables. 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). 3.3. Sales Taxes. Page 8 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project 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 "H" 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 by the Artist 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. 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, the Parties shall first attempt to resolve any disputes 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. 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 Page 9 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project 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 not 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. City shall, in addition to the other rights provided in this Article, also have the right to complete or execute the Work. Provided however, if the Artist desires to retain all rights to the Work, including the right to fabricate the work after the City has paid the Artist for services rendered, the Artist must remit in full payment of all monies paid by the City. d. If termination is by mutual agreement of the Parties as set forth in Section 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 of Artist's death or of 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 Section 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 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 Page 10 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project 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. 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. 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. 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. Copvriaht 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. Page 11 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project 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 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 r6sum6 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." 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. 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. 6.4. Artist's Address. Artist shall notify City of changes in Artist's mailing address and email 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 Artist represents and warrants that: a. Artwork Design and/or Work shall be the original product of the Artist's sole creative efforts. b. Artwork Design and/or Work shall be unique and original, and does not infringe upon any copyright or the rights of any person; Page 12 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project C. Artist has not sold, offered, 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; d. Artwork Design and/or Work (or duplicate 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 £ 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 its officers, agents, employees, and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between City and Artist, its officers, agents, employees, Mentees, 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, 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, CONTRACTORS, OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, MENTEES, AND Page 13 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT. b. Artist agrees to and hereby does 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 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, 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, Page 14 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project 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. 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 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 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 in 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 the parties' respective successors and permitted assigns. Page 15 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project 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 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 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 shall 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 earlier of (i) thirty (30) days following delivery by City to Artist of written Page 16 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project 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 Section 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 Section 4.5 (Incapacity of Artist), Article 6 (Ownership and Intellectual Property Rights), Article 7 (Warranties of Title and Copyright), Article 8 (Artist as Independent Contractor), Article 9 (Indemnification), and Section 11.13 (Right to Audit) shall survive the termination or expiration of this Agreement. 11.16. Counterparts and Electronic Sienatures. 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 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 Page 17 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project 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. 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: Page 18 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project CITY OF FORT WORTH: Dana Burghdoff, Assistant City Manager City Manager's Office, City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 Copies to: Leann Guzman, City Attorney Office of the City Attorney, City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 Anne Allen, Public Art Program Manager Arts Fort Worth 1300 Gendy Street Fort Worth, Texas 76107 2. ARTIST Darryl Ratcliff 1008 Millington Drive DeSoto, Texas 75115 darryl@gossypion.com (Signature page to follow) Page 19 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Effective Date. CITY OF FORT WORTH: 75aK'a' aw-aGaalc'4 ByXana Burghdoff (Mad20. 2024 f0:39 CDT) Dana Burghdoff Assistant City Manager Date: RECOMMENDED FOR APPROVAL . xz- byMidori Clark (May 20, 2025 10:15 CDT) Midori Clark Fort Worth Library Director CONTRACT COMPLIANCE MANAGER ARTIST: Darryl Ratcliff Date: 5/14/2025 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: Trev Ouaifs (Mav 20.2025 09:29 CDT) Trey Qualls Assistant City Attorney oovunpn � FORt ATTESTED BY: a�� oa �o k9dd P o�1C P=d PAP*��* � oo�G dads nEX654gb Jannette S. Goodall City Secretary Contract Authorization: Form 1295: Not required No M&C required. Ordinance No. 24161-04-2020 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 20 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project Exhibit A: Approved Preliminary Design The Horne Street Preliminary Design [working title] Movement Portal #1 by Darryl Ratcliff is conceptualized as a monumental gateway that riffs on the idea of movement and portals. Beyond physical movement, the design alludes to movement as it relates to community organizing, time over generations, and artistically, social practice and conceptual art. Additionally, the theme of movement is a nod to the changing of neighborhood demographics and socioeconomic status. Next, considering the term portal, Ratcliff relates to the sculpture literally becoming a gateway, marker, wayfinding addition to the neighborhood as well as metaphysically viewing the piece as a passage that connects two different locations, dimensions, or times, allowing for instant travel between them. Potential programming of the sculpture would allow the portal aspect to extend beyond the physical, into the space of the mind and heart. The Preliminary Design intends to connect the past of Lake Como to the present neighborhood, and, in turn, to the future via its youth, overall allowing for the viewer to participate in three temporal dimensions simultaneously. The design includes two clad concrete columns connected by a steel truss spanning 60 feet, with approximately 16' 7" clearance below. The work is planned to be located at the intersection of Blackmore Avenue, approximately 5 feet back from each street for traffic sight lines. The structure will be painted a rich shade of purple and incorporate a large lion head in the middle of the truss, giving the sculpture a signature that is unmistakably Como. Page 21 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Home Street Public Art Project Exhibit B: Site BURTON HILLS Kimbell ArtMi a TRINITY TRAILS CRESTLINE AREA o a We9tOver Hilis RIDGMAR � a Wd", T ��4 ARLINGTON WESTRIDGE HEIGHTS ----. - __ WEST BEVER Id North Z �pVljeg, Gamp $ x Boaz Park �RidgleaCountry Club Lake. Como Park COmo SUNSET HEIGHTS SOUTH RIDGLEA f4ILLS s VILLAGES OF STONEGATE AmerisleepMattress PHASE I Store The shops at Clea F. Page 22 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project Exhibit C: Horne Street Public Art Community Engagement Plan for Final Design Artist will meet with various Como Community members to research the area and gather wide input for the development of the Horne Street Public Art Project. A total of $5,000.00 has been allocated for Horne Street Public Art Project community engagement, to be divided between Preliminary Design ($2,500.00), Final Design, and Commission phases. Funding for the Horne Street Public Art Community Engagement Plan for Final Design may be requested via the allowance for professional services rendered (3.2.a.vii) after approval by Contract Manager. Artist will develop community engagement opportunities including: 1. One (1) community workshop with the Como Community in coordination with the Lake Como NAC. During this workshop, Artist and Mentees will invite further feedback, thoughts, and suggestions on the approved Preliminary Design and answer any questions about the Project, The Team will also use the workshop to begin planning how the work's potential programming opportunity may be executed as it relates to video story capture and archiving. Workshop should be at least (1) hour each and include a minimum of ten (10) people. Activities will be planned and developed by Artist and Mentees once the Final Design phase begins. The need for subsequent community workshops or other types of engagement during Final Design will be assessed and determined by the Artist. 2. A Horne Street Artist -Led Mentorship Program, which is further detailed in Exhibit D. 3. Photography and video documentation of meetings indicated above. Funding for community engagement will be spent in the Como community whenever possible, including, but not limited to, collaboration with professionals, purchasing supplies for meetings from local businesses, and other needs as appropriate. Page 23 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project Exhibit D: Horne Street Artist -Led Mentorship Program Plan for Final Design A total of up to $5,000.00 has been allocated for Horne Street Artist -Led Mentorship Program participants' commitment to the project: each Mentee will receive a total stipend of $1,000.00, divided between phases. Three (3) local Fort Worth artist participants will continue in this mentorship program to gain public art experience. For Final Design, each Mentee will receive a stipend of $250.00, for a total Mentorship Program cost of up to $750.00 during Final Design. Continued Eligibility: 18 years or older Interest in arts and culture (all disciplines welcomed) Interest in learning how to engage with diverse communities Curious, organized, self-starter Reliable transportation Willingness and availability to meet in -person Continued Commitment: 1. Attendance at team meetings. Mentee shall participate in a minimum of two (2) Team meetings as part of the design phase. 2. Assist with planning and execution of workshop with Lake Como NAC. 3. Attend and facilitate feedback session during workshop. 4. Shadow Artist at one city coordination meeting, which may be virtual or in -person. 5. Assist Artist in the design phase of a public art piece that will be installed in the Como Community. 6. Learn about social practice and community -based art practices. 7. Mentee will submit deliverables as indicated below as part of this program. 8. Attendance at Fort Worth Art Commission meeting for Final Design presentation. Team Meetings: Mentees will attend meetings (expected one (1) hour each) to reflect on the insights being learned from the community meetings and to plan future community engagement. Meetings will also allow Mentees to ask questions about the design process, learn the basics of community facilitated design skills, workshop and facilitation techniques, event production, and applied social practice theory. For the Final Design phase, Artist will review budget, quotes from vendors, and other logistical details that go into the creation of public art. Mentee Deliverables for Final Design: Timesheet Summary of experience during Horne Street Final Design Assistance with planning and execution of workshop with NAC Facilitate feedback session during workshop Discuss social practice knowledge to date, observations witnessed Artist previously reviewed pool of interested individuals and selected five (5) local Fort Worth artists to participate in this program. Three (3) of the five Mentees will continue in the Final Design phase. Individuals not selected [due to capacity limits] will continue to be included on a project mailing list and invited to attend meetings related to this project as appropriate. Page 24 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project FEES Artist's Fee (Design, Studio Overhead, Admin) Engineer Lighting Designer Conservator Photographer Other Consultants SUB -TOTAL FEES FABRICATION Materials Lighting Fixtures and Connections Artist's Labor ( hours at S per hour) Fabricator / Labor by Others Rentals (equipment, fabrication space) Storage SUB -TOTAL FABRICATION INSURANCE Go noraI Liabouty (Prorated) Ot^er as Appl,cable (Property, Auto) Exhibit E: Budget Form COSTS ARTIST TRAVEL (Based on GSA Rates) Transportation (A mare. Car Rental) Lodging Per Diem (Meals and Incidentals) SUB -TOTAL TRAVEL $ INSTALLATION $ - Transportation of Artwork to Site Installation Crew Travel COSTS Permits Site Preparation / Rememation Footings / Foundations Electrical Connections / Modifications Installer Labor Rentals (Scaffolding, equipment, generator) Traffic Control Security $ - SUB -TOTAL FABRICATION $ COSTS TO -AL COMMISSION PHASE $ SUB -TOTAL TRAVEL $ Attach a written quote or estimate complete with per unit costs for all items. COSTS COSTS The implementat on budget above does not nclude the City -held contingency. Contingeny funds are accessed for un`oreseen costs with supporting documentation approved by contract manager. Any unused contingency funds shall remain with the City. Page 25 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project Exhibit F: 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 its 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 to include 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 26 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project Artist is responsible for providing the City a thirty day (30) notice of cancellation or non -renewal of any insurance policy and may not change the terms and conditions of any policy that would limit the scope or coverage, or otherwise alter or disallow coverage as required herein. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. The insurers for all policies must be licensed/approved to do business in the State of Texas. If the subcontractor is an international entity and carries insurance through an international insurance 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 or of the contracting party to City of Fort Worth. 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, 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. Page 27 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project Date: Affiant: Project: EXHIBIT G: Affidavit AFFIDAVIT OF BILLS PAID Affiant on oath swears that the following statement is true: Affiant has paid each of Affiant's contractors, laborers, and materialmen in full for all labor and materials provided to Affiant for the construction of any and all improvements on the Project. Affiant is not indebted to any person, firm, or corporation by reason of any such construction, and there are no claims pending for personal injury and/or property damages. Affiant: SUBSCRIBED AND SWORN TO before me, the undersigned authority, on this the Day of 120 Notary Public, State of Texas Print Name Commission Expires Page 28 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project Exhibit H: Sales Tax Exemption a aa..0 Texas Sales and Use Tax Exemption Certifi--afion 77h's o!v k ade doLF ag reqLft a ruvaab&r�v be, ma0d ,m_.apumddbm M�r MWW Of y of Fort WccM, -Mxm .W rm• I irm J. %.v m P :) Os, ar f nr P� m Eiwr m� +4 1# Fort WDM Ira■ 91 74B24"0 Fort'r+I ccM, raxac 78102 I, the purrtwer named afore, olafn an ee:mpUm tug payrnrr.: o'saes -0rd r.se tees- -'forthe peruse ce 4etaae fps drrcdtred brkra Dr on 7tic adxtd ed ardcror hYot*from: �r AJI V*ffKk M ftrimd 6Mkd i Oh, EImrmL Zip --O3r Drx v's,— -Ad—alabrpu,:hihs W &ciio5rm%vrlird aLirtie inmu AN ltenx. Ptlat% ar auknowlddg" that thlc aerilflaaN cannot Ile ured ror 1ha purohaor. kmKa, of rental of a moior vbhlile. FiMLhMi Ldo hrra Qn m ftoWh 0-4 Me rdb" fA&LM Yur k4MMIp, fir* Er*�r I urKmnrand Bit1 M1 1 bi fiE AW 0m,rrati7 61 M d%r 6, d 6w*1 ii & uii libii whch iuy t%Mni6 dkA W haLm�i16 b5Nohr Ed a, B. prcvb ari 6166 rim C&M irasbl M &MAt& W Iiw. i urd�m6ir� Qh#r � rt i fir' 6�� m �14i �rh ■. mmNrran �.,rrric� m �..� fir r�,.bti, Jim m m.r r kr, fw mr di r �s�a �{# mmiB#ciid16 ■err Wow Mvdw Mi5*Ma liYmid'n dtix{Wd=WE mndJAkLwzdrtprn fh■ wm�!dJit remink rhr-Alinri Otp rim# kyn i tAin D m 'Ja i A9&4y or EA# +Kara! J«6ww �vs Frm mr � t� hKreW r. u,ro�umtrn f-hW Flan ndd OWer 03J13�4 ..m � . , ti NOTE. Trb ciAlirahii taYrmaY ba lrrwd �I 7ii i. Yikm* 81 inShY 8t ■ n�fa tilhtli VhM MR FliWA 7E DOE � A%X AGOUKE A AKAMRM M fkE WLLJO. e4kd ird Lim Tma -Emmmpotn Mar.ir bi'rift E mW Nuric.n 3a ra ■di Tih rL BYditim mgu is ho fum M id k? &m • D s n of mi rm in i mmV4mrrl iiWm ew ra rlo Owoet i I -d Rdwt Atr*u i is Page 29 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project Exhibit I: Mentorship Program Participant Waiver Each Mentorship Program Participant will sign the waiver below and return a signed original to the Artist, who in turn shall submit the document to the City prior to the Mentee participating in the program. CITY OF FORT WORTH WAIVER. RELEASE. AND INDEMNITY AGREEMENT I, , am at least 18 years of age and, for myself, my heirs, and assigns, hereby affirm that I am aware that my participation in the Artist -led Mentorship Program ("Program") solely managed by Darryl Ratcliff, but partly taking place at facilities owned by the City of Fort Worth ("City"), has inherent risks which may result in serious injury or death. As a condition precedent to participating in the Program and entering onto the City's property, I confirm that I understand and accept all risks, dangers, and hazards presented by my participation in the Program, and I am participating in these activities freely and voluntarily. In consideration of being permitted to participate in the Program, I hereby assume all risk of harm and injury to myself and others, as well as to the property of others, which may result from my participation in the Program, regardless of the cause or blame. I agree to act in a reasonable and cautious manner in all aspects of my participation in the Program. Further, I, for myself, my heirs, and assigns, in consideration of being able to utilize City facilities and participate in the Program, do hereby FOREVER RELEASE AND WAIVE all claims against the City of Fort Worth, its officers, agents, and employees, for injuries, death, or property damage which may arise from my participation or presence at the City facility. This waiver and release is intended to release and forever discharge the Citv of Fort Worth, its officers, servants, agents, and emplovees from anv and all claims, actions, causes of action, damages, losses, and expenses, including attornev's fees, whether real or asserted, of every kind or character, arising out of my participation or use of the Citv facilitv, including going to and from such facilitv. 1, for myself, my heirs, and assigns, hereby assume the risk of all conditions of City facilities, dangerous or otherwise, all occurrences that may be encountered while using or going to or from such facilities and waive any and all specific notice of the existence of such conditions or occurrences. This waiver is intended to release the Citv of Fort Worth, its officers, servants. agents. and emplovees even if said iniuries, death, or other damages are caused in whole or in part by the alleged acts of commission, omission, negligence, or fault of the Citv of Fort Worth, its officers, servants, agents, or emplovees. 1, for myself, and my heirs, and assigns, hereby assume all responsibility and liability for such injuries or damages, including death, and hereby covenant not to sue the entities and parties named above for such injuries or damages. I FURTHER AGREE TO INDEMNIFY AND DEFEND THE CITY AND HOLD THE CITY HARMLESS FROM ALL CLAIMS, TOGETHER WITH ALL COSTS, EXPENSES, AND LEGAL FEES IN DEFENDING ALL CLAIMS DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO MY PARTICIPATION OR USE OF CITY FACILITIES. THIS INDEMNITY PROVISION (INCLUDING, WITHOUT LIMITATION, INDEMNITY FOR COSTS, EXPENSES, AND LEGAL FEES) IS SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED OR PROVED THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED AS A WHOLE OR IN PART BY ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER CONDUCT WHATSOEVER OF THE CITY. I REALIZE THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT TO SUE THE CITY FOR INJURY, DEATH, OR DAMAGE I MAY SUFFER AT A CITY FACILITY OR AS A RESULT OF MY PARTICIPATION. IF ANY COURT FINDS A PORTION OF THIS AGREEMENT TO BE INVALID, THE REMAINDER OF THE AGREEMENT WILL NOT BE AFFECTED. Page 30 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project I have read this Waiver, Release, and Indemnity Agreement and fully understand its terms, provisions, and conditions. I have not been influenced to any extent whatsoever by any representations, agreements, promises, or statements not contained within this agreement. Dated this day of 120 Participant's Signature Street Address City, State and Zip Code Telephone [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] Page 31 of 31 Agreement between City of Fort Worth and Darryl Ratcliff for Final Design of Horne Street Public Art Project