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HomeMy WebLinkAboutContract 63717CSC No. 63717 AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ALICE BATEMAN FOR SITE DESIGN PROPOSAL FOR NATURA This Agreement is entered into by and between the City of Fort Worth ("City"), a home -rule municipality of the State of Texas, acting by and through Dana Burghdoff, its duly authorized Assistant City Manager, and Alice Bateman ("Artist"), located at 3624 Scoma Road, Fort Worth, Texas 76115. 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 Collection 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; and WHEREAS, during the summer of 1999 and through a community initiative stewarded by the Park & Recreation Department and the Arts Council of Fort Worth & Tarrant County, Inc., Artist created a limestone sculpture titled Natura ("Artwork"). The six -week public symposium featured four local sculptors carving limestone sculptures at the Fort Worth Botanic Garden. The finished artworks were loaned to the City for a two-year period; and WHEREAS, in 2011, at the recommendation of Fort Worth Art Commissioner and then -deputy director of the Kimbell Art Museum, Malcolm Warner, and with the endorsement of its Public Art Visioning Committee, the Fort Worth Art Commission approved acquiring symposium sculptures as heirloom artworks for the Fort Worth Public Art Community Legacy Collection; and WHEREAS, funding for the acquisition and placement of Natura was included in the Fiscal Year 2015 Annual Public Art Work Plan adopted by the Fort Worth City Council on October 14, 2014, as M&C C- 27031; and WHEREAS, a site selection panel recommended four potential locations for Artwork in order of preference: Mallard Cove Park, Tandy Hills Nature Area, Candleridge Park, and North Z Boaz Park, and Contract Manager conducted a community engagement process at Mallard Cove Park, the first recommended site, however, the site was eliminated due to site complications; and WHEREAS, in 2022 the Art Commission approved a staff recommendation to consider Tandy Hills Natural Area ("THNA"), the first alternate for the project, which includes the Broadcast Hill property adjacent to THNA acquired by City in 2020; and OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Agreement between the City of Fort Worth and Page 1 of 45 Alice Bateman - Natura WHEREAS, on September 16, 2024, the Fort Worth Art Commission ("FWAC") made a recommendation to City Council to Authorize an Artwork Acquisition and Proposal Agreement with Artist for the carved limestone sculpture titled Natura; and WHEREAS, on April 22, 2025, City Council authorized the execution of a Site Design Proposal Agreement and subsequent Artwork Acquisition and Implementation Agreement (M&C 25-0317) so that the Artist, with community input, may address a site for the Artwork; and WHEREAS, under this Agreement, Artist shall engage with community stakeholders for input and develop a Site Design Proposal for placement of Natura at Broadcast Hill for review and approval of the FWAC, and if the FWAC approves the Site Design Proposal, Artist and City may enter into a Final Design, Acquisition, and Implementation Agreement in a form similar to the attached Exhibit F; and WHEREAS, City and Artist wish to set out the terms and conditions under which said Site Design Proposal shall be completed; 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: 1.1. Agreement — Means and includes this Agreement between the City and Artist for a Site Design Proposal and, if the City chooses to move forward, may include a subsequent Final Design, Acquisition, and Implementation Addendum in a form similar to the attached Exhibit F, and any amendments thereto. 1.2. Agreement Addendum — Means and includes any subsequent Final Design, Acquisition, and Implementation Addendum (in a form similar to the attached Exhibit F), which shall define the scope of work and payment schedule for subsequent phases of the Project, if applicable. 1.3. Artist — Means and includes Alice Bateman. 1.4. Artwork — Means and includes the carved limestone sculpture entitled Natura created by Artist at the 1999 Sculpture Symposium held at the Fort Worth Botanic Garden, as depicted in Exhibit "A" and any alterations to its limestone plinth, engineering, and installation location which may be approved as part of a Final Design, Acquisition, and Implementation Addendum. 1.4.a. Appraisal - Means and includes a 2010 Appraisal for Retail Replacement Value for Insurance Coverage by Pam Campbell as depicted in and attached hereto as Exhibit "A." 1.5. City — Means and includes the City of Fort Worth. 1.6. City Council — Means the City Council of the City of Fort Worth, Texas. 1.7. Contract Manager — Means and includes the Arts Council of Fort Worth and Tarrant County, Inc. D/B/A Arts Fort Worth and/or its officers, directors, and employees. Agreement between the City of Fort Worth and Page 2 of 45 Alice Bateman - Natura 1.8. Design — Means and includes the Site Design Proposal and, if applicable, Final Design, and Design Implementation, which are defined below: 1.8.a. Site Design Proposal — Means all developed conceptual drawings, sketches, prototypes, maquettes, models, narrative descriptions, budget estimates, presentations, and the like that are created by Artist in connection with this Agreement and/or any subsequent agreement between Artist and City for the Artwork, including any modifications to the Artwork's limestone plinth and specific placement at the Site. 1.8.b. Final Design — Means Artist's final design for Artwork at the Site which is based upon the Site Design Proposal and includes, but is not limited to, all final structural engineering drawings, sketches, prototypes, maquettes, models, and the like that may be created by Artist in connection with any Final Design, Acquisition, and Implementation Addendum, and shall include Artist's specifications for any alterations to the Artwork approved by the City and specific placement of the Artwork. 1.8.c. Implementation — Means any approved alterations of the Artwork, and delivery, installation, and placement of the Artwork at the Site. 1.9. Design Deliverables — Means and includes those Site Design Proposal Deliverables items set forth in Article 2.4. of this Agreement, as well as any Final Design and Implementation Deliverables described in any subsequent Addenda, that Artist is required to submit to Contract Manager. 1.10. Effective Date — Means and includes the date this Agreement is executed by the City. It is understood that the Final Design, Acquisition, and Implementation phase, if applicable, will have a separate effective date, as defined therein. 1.11. Final Acceptance — Means City's written acknowledgement to Artist that all services for delivery and installation of the Artwork have been completed under the Final Design, Acquisition, and Implementation Addendum 1.12. Fort Worth Art Commission ("FWAC") — Means the Fort Worth Art Commission, an advisory body appointed by Fort Worth City Council to oversee the Fort Worth Public Art Program. 1.13. Parties — Means and includes City and Artist. 1.14. Project — Means and includes the process to acquire Artwork for the Fort Worth Public Art Community Legacy Collection and place it in a publicly accessible place on City of Fort Worth property, for which Artist's services are to be provided pursuant to this Agreement. 1.15. Project Consultant — Means and includes the entity contracted by City to design and/or construct improvements at or near the Site. Agreement between the City of Fort Worth and Page 3 of 45 Alice Bateman - Natura 1.16. Project Stakeholders — Means and includes the appropriate City Council Member(s), the Site Selection Panel, the FWAC's appointed representative, community members residing near the Site, City staff, and others as may be appropriate. 1.17. Schedule — Means and includes a written plan for completion of Artwork or approved Site modifications, delivery and installation of the Artwork, including, but not limited to, the submission of progress reports. 1.18. Site — Means the Broadcast Hill area of THNA, located at 2 Broadcast Hill, 76103 (Council District 11), as depicted in and attached hereto as Exhibit `B." ARTICLE 2 SITE DESIGN PROPOSAL 2.1. Purpose. a. The purpose of this Agreement is to solicit a Site Design Proposal from Artist for joint review by FWAC and Project Stakeholders at a regularly scheduled FWAC meeting. Upon approval by the FWAC, the City may choose to proceed to the Final Design, Acquisition, and Implementation phase of the Project. By execution of this Agreement, the City does not guarantee that Artist will be approved to proceed to the next phase of the Project and specifically reserves the right to reject the proposal or request the proposal be modified for alternate location for an additional fee. b. Should City choose to proceed to the Final Design, Acquisition, and Implementation phase of the Project, the City shall pay Artist a total Acquisition amount of no more than $45,000.00 during that phase, upon which payment all rights, title, and interest to Artwork shall transfer to City, except for any rights of copyright. 2.2. Site Design Proposal Scone of Services. a. Artist shall perform all services and will furnish all supplies, materials, and equipment as necessary for developing a Site Design Proposal for the Artwork. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. b. Artist shall meet with City staff, the City's Project Consultant, and Project Stakeholders prior to commencing the Site Design Proposal and subsequently meet as needed to coordinate safety and engineering requirements for Implementation. The specific location at the Site where the Artwork shall be installed shall be mutually agreed upon by City and Artist. C. 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 Artwork, and permitting. d. Artist shall develop the Site Design Proposal for Final Design, Acquisition, and Implementation of the Artwork within the budget set forth in Article 2.4.a.iv below. Agreement between the City of Fort Worth and Page 4 of 45 Alice Bateman - Natura e. Artist shall prepare and present the Site Design Proposal to the FWAC for joint review with Project Stakeholders and the appropriate City staff to obtain the FWAC's approval at a regularly scheduled FWAC meeting. f. Artist shall allow video recording and photography of their Site Design Proposal presentation to the FWAC. g. Two weeks prior to Site Design Proposal Deliverables submittal, Artist shall meet in person or via Zoom with the Contract Manager for the purpose of a proposal progress report to receive feedback on Artist's initial concept. h. To maintain the integrity of the City of Fort Worth's public art process, for the duration of this Site Proposal Design Agreement, if Artist intends to seek their own publicity for the Artwork, including publication of the Site Design Proposal on Artist's website or social media, such efforts will occur after the Site Design Proposal has been approved by the FWAC. Any potential publicity being sought for the Artwork, 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 Site Design Proposal for 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. Site Design Proposal Deliverables. a. Within four weeks after initial meeting with City staff, Project Consultant, and any subcontractors, and issuance of 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. Site Design Proposal Deliverables shall consist of the following: i. Detailed design illustrations showing the Artwork on the specific location at the Site, which shall be in a high -resolution digital format, such as JPEG or TIF files, showing the proposed Artwork from multiple vantage points with at least one illustration showing the Artwork's size and placement in relation to the Site; ii. A narrative description of the Artist's Site Design Proposal concept, proposed materials, and installation methods, timeline for completion, and anticipated annual maintenance requirements; iii. Installation diagram, including approximate weight of the Artwork and proposed installation or attachment method(s); and Agreement between the City of Fort Worth and Page 5 of 45 Alice Bateman - Natura iv. A budget estimate, presented on the budget form attached hereto as Exhibit "C," for Final Design, Acquisition, and Implementation of the Artwork in an amount not to exceed SEVENTY- FIVE THOUSAND, EIGHT HUNDRED FORTY-EIGHT DOLLARS AND ZERO CENTS ($75,848.00), which should include all costs, including, but not limited to, materials, engineering, consulting, labor, delivery, installation, insurance (City requirements attached hereto as Exhibit "D"), transportation, an acquisition amount of $45,000.00, a Final Design Artist's fee of $2,000.00, a contingency of $2,000.00 and all other associated costs for the Project. b. Artist shall provide the Site Design Proposal presentation materials in PowerPoint format to the Contract Manager to become part of the City of Fort Worth Public Art archive owned by the City. C. Artist shall submit a final version of their Site Design Proposal to the Contract Manager no later than five business days in advance of the scheduled Site Design Proposal presentation to the FWAC. 2.5. Site Design Proposal Review. a. Upon completion of the Site Design Proposal Deliverables and acceptance by Contract Manager, Artist shall present the Site Design Proposal to the FWAC, Project Stakeholders, City staff, and other community members for review and approval at a regularly scheduled FWAC meeting. b. City shall notify Artist of its approval or disapproval of the Site Design Proposal within thirty calendar days of Artist's presentation to the FWAC. C. If City requires any revisions to the Site Design Proposal, then City shall inform Artist of each revision. City may require Artist to make such revisions to the Site Design Proposal as City deems necessary in its sole discretion and/or for the Artwork to comply with applicable statutes, ordinances, or regulations of any governmental agency. d. Artist shall have thirty calendar days from the date City informed Artist of the revision(s) to submit the revised Site Design Proposal to Contract Manager in conformance with City's requirements. e. If City disapproves of the resubmitted Site Design Proposal, any further Site Design Proposal resubmissions will be by mutual agreement of the Parties and subject to the procedures and terms in this Article. If the Parties desire not to continue with the resubmission process, then this Agreement will automatically terminate, with payment for work performed per the payment schedule in Article 3 up through the date of termination. f. Artist shall incorporate any City -approved revisions into the Final Design in conformance with City's requirements if the Artist proceeds to the Final Design, Acquisition, and Implementation phase. 2.6. Final Design. Acquisition, and Implementation Phase. If the Site Design Proposal is approved and accepted by City, and if the City chooses to proceed to the Final Design, Acquisition, and Implementation phase, Artist understands that she will be required to execute Agreement between the City of Fort Worth and Page 6 of 45 Alice Bateman - Natura a Final Design, Acquisition, and Implementation Addendum in a form similar to the attached Exhibit "F," and hereby acknowledge that the terms of the current Agreement will continue pursuant to and through the term of said Addendum. 2.7. Alternate Location and Additional Scone a. Should the Site Design Proposal for the defined Site not be recommended and approved to proceed to the next phase due to THNA location specifically, City may request Artist provide services in addition to those set forth in 2.1 and 2.2, such as soliciting a revised proposal for the second alternate location for the Project. The Contract Manager shall notify the Artist, by phone and in writing, of such request. Such additional services shall only be performed after execution of a written amendment to this Agreement which shall include, at a minimum, a description of the additional services and scope of work, compensation and payment schedule, and schedule for the delivery and completion of services. b. City and Artist will mutually agree to compensation, payment schedule, schedule for the delivery and completion of these additional services. ARTICLE 3 SITE DESIGN PROPOSAL COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation Total compensation to Artist under this Site Design Proposal Agreement shall be in an amount not to exceed FOUR THOUSAND DOLLARS AND NO CENTS ($4,000.00), which shall constitute full compensation for any and all costs associated with this Agreement, including but not limited to an Artist's Fee of $2,000.00, and any and all other costs for services performed and materials furnished by Artist under this Site Design Proposal Agreement. Any changes requested by the City shall not require City to pay Artist any additional compensation under this Agreement. Artist and City may amend this Agreement to allow for additional payment if additional services are required. 3.2. Pavment Schedule. City agrees to pay Artist in the following installments, each installment to represent full and final, non- refundable payment for all services and materials provided prior to the due date thereof: a. TWO THOUSAND DOLLARS AND ZERO CENTS ($2,000.00) within thirty calendar days of this Agreement taking effect and after City issuance of a purchase order. b. ONE THOUSAND DOLLARS AND ZERO CENTS ($1,000.00) within thirty (30) calendar days after Artist attends meetings with City and submits draft of Site Design Proposal Deliverables required under Article 2.4 of this Agreement. C. ONE THOUSAND DOLLARS AND ZERO CENTS ($1,000.00) within thirty (30) calendar days after Artist submits final Site Design Proposal Deliverables and makes presentation to FWAC pursuant to Article 2.4. Agreement between the City of Fort Worth and Page 7 of 45 Alice Bateman - Natura 3.3. Sales Taxes. City is a tax-exempt organization, and therefore, 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 Exhibit "E" for use by Artist in the fulfillment of this Agreement. 3.4. Artist's Expenses. Artist shall be responsible for the payments of all expenses incurred during the performance of this Agreement, including, but not limited to, those for services, materials, equipment, Artist's overhead expenses, mailing/shipping charges and insurance on submissions to City, costs of all travel, and costs for Artist's agents, consultants, contractors, subcontractors, consultants, and/or employees necessary for the proper performance of the services required under this Agreement. ARTICLE 4 TERM. GRATUITIES. AND TERMINATION 4.1. Term. This Agreement shall be in effect from the Effective Date and, unless terminated earlier pursuant to the provisions of this Agreement, shall extend until final payment to Artist by City of any amounts owed under this Agreement or any subsequent Addenda (if applicable). 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 arising from this Agreement 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 at least thirty calendar days before termination. b. If termination is for the convenience of City, City shall pay Artist pursuant to the payment provisions in Article 3, and Artist shall continue to provide the City with services requested by City and in Agreement between the City of Fort Worth and Page 8 of 45 Alice Bateman - Natura accordance with this Agreement up to the effective date of termination. Upon payment in full of all monies due for services provided up to the effective date of termination, City shall have the right, in its sole discretion, to possession and transfer of all work product produced by Artist under this Agreement, including but not limited to finished and unfinished drawings, sketches, photographs, models, and designs, up to the effective date of termination. In such event, Artist will be compensated for any services performed and expenses incurred but not yet paid under the Payment Schedule. Furthermore, if termination is for the convenience of City and such termination occurs after payment to artist of the $45,000.00 acquisition fee pursuant to a subsequent Final Design, Acquisition, and Implementation Addendum, City shall, in addition to the other rights provided herein, have the right to complete the Project, if feasible. C. If termination is for the convenience of Artist, City shall have the right, in its sole discretion, to pay Artist pursuant to the payment provision in Article 3 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 the effective date of 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 City. If termination is for the convenience of Artist and such termination occurs after payment to artist of the $45,000.00 acquisition fee pursuant to a subsequent Final Design, Acquisition, and Implementation Addendum, City shall, in addition to the other rights provided herein, have the right to complete the Project, if feasible. d. If termination is by mutual agreement of the Parties, then City shall pay Artist per the payment schedule in Article 3 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. In such event, Artist will be compensated for any services performed and expenses incurred but not yet paid under the Payment Schedule. Furthermore, if termination is by the mutual agreement of the Parties and such termination occurs after payment to artist of the $45,000.00 acquisition fee pursuant to a subsequent Final Design, Acquisition, and Implementation Addendum, City shall, in addition to the other rights provided herein, have the right to complete the Project, if feasible. 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 Agreement between the City of Fort Worth and Page 9 of 45 Alice Bateman - Natura by Artist under this Agreement, including, but not limited to, finished and unfinished drawings, sketches, photographs, models, work in progress, and designs, up to the effective date of termination shall become property of City. b. Should Artist's Final Design have been approved under a Final Design, Acquisition, and Implementation Addendum, in the event of termination under this Article 4.5, City shall have the right to complete the Project, 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 a. 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 business days of receipt of the notice, both parties shall make a good faith effort 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. b. If the Parties fail to resolve the dispute within sixty calendar days of the date of receipt of the notice of the dispute, then the Parties shall submit the matter to mediation 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 nor more than forty-five calendar days following the date of request, except upon Agreement of the Parties. In the event City and Artist are unable to agree to a date for the mediation or to the identity of a mutually agreed mediator within thirty 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. General. a. Upon payment in full to Artist or pursuant to the applicable termination provision of this Agreement or any subsequent addendum, the Site Design Proposal, Artwork, and other work products as selected Agreement between the City of Fort Worth and Page 10 of 45 Alice Bateman - Natura by City under this Agreement or any subsequent addendum shall become the property of City, without restriction on future use, except as provided below. Artist shall retain copyright and other intellectual property rights in and to the Site Design Proposal and/or Artwork. By execution of this Agreement, Artist grants to the City an exclusive, perpetual, royalty -free, and irrevocable license to graphically depict and publicly display the Site Design Proposal and/or Artwork, if applicable subject to a subsequent addendum, for any non-commercial purpose whatsoever, except that the Artwork cannot be reproduced in any three-dimensional form without permission from Artist. For purposes of this limitation, any graphic depiction or display of the Site Design Proposal and/or the Artwork intended to promote or benefit City, its public services or its public purposes, regardless of whether or not a fee is charged to the public, or whether revenue is otherwise received by City, shall be deemed a non- commercial purpose. b. In view of the intention that the Site Design Proposal and Artwork be unique, Artist shall not make any additional exact duplicate reproductions of the Site Design Proposal or the Artwork, 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. C. Artist reserves every right available under the Federal Copyright Act to control the making and dissemination of copies or reproductions of the Site Design Proposal and/or Artwork, except as those rights are limited by this Agreement. City may make and disseminate photographs, drawings, and other two-dimensional reproductions of the Site Design Proposal and/or Artwork and accompanying materials for a non-commercial purpose. All reproductions by the City shall contain a credit to the Artist and a copyright notice in substantially the following form: "© date, Artist's name, Title of Artwork, All Rights Reserved." d. Nothing in the Agreement shall prevent Artist from using images of the Site Design Proposal and/or Artwork (including all work product under this Agreement) for marketing and promotional purposes in connection with Artist's business. e. City is not responsible for any third -party infringement of Artist's copyright and is not responsible for protection of the intellectual property rights of Artist or anyone else. 6.2 Artist's Address. Artist shall notify City of changes in Artist's address as set forth in Article 13. 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 or notice to Artist. Notwithstanding this provision, City shall make reasonable efforts to locate Artist when matters arise relating to Artist's rights. Agreement between the City of Fort Worth and Page 11 of 45 Alice Bateman - Natura ARTICLE 7 WARRANTIES OF TITLE AND COPYRIGHT a. Artist represents and warrants that: i. Site Design Proposal and/or Artwork shall be the original product of the Artist's sole creative efforts; ii. Site Design Proposal and/or Artwork is and will be unique and original, and does not infringe upon any copyright or other rights of any person; iii. Artist has not offered, sold, assigned, transferred, licensed, granted, encumbered, or utilized the Site Design Proposal and/or Artwork, or any copyright related thereto, that may affect or impair the rights granted pursuant to this Agreement; iv. Site Design Proposal and/or Artwork (or duplicate thereof) have not been offered or accepted for sale elsewhere; v. Artist has the full power to enter into and perform this Agreement and to make the grant of rights contained in this Agreement; and vi. All services performed hereunder shall be performed in accordance with all applicable laws, regulations, ordinances, etc., and with all necessary care, skill, and diligence. ARTICLE 8 ARTIST AS INDEPENDENT CONTRACTOR Artist shall perform all work and services hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Artist shall have exclusive control of, and the exclusive right to control the details of, the work performed hereunder and all persons performing same, and shall be solely responsible for the acts and omissions of his/her officers, agents, employees, and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between City and Artist, its officers, agents, employees, and subcontractors, and the parties agree that the doctrine of respondeat superior has no application as between City and Artist. ARTICLE 9 INDEMNIFICATION 9.1 Generallndemnity. 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 HIND OR NATURE, INCLUDING, Agreement between the City of Fort Worth and Page 12 of 45 Alice Bateman - Natura 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 ANY OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM THE ACTS, ERRORS, OR OMISSIONS OF ARTIST AND/OR ARTIST'S SUBARTISTS, CONTRACTORS, AND SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT. b. Artist agrees to and shall release City from any and all liability for injury, death, damage, or loss to persons or property sustained or caused by Artist in connection with or incidental to performance under this Agreement. c. Artist shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. 9.2. Intellectual 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 permissions being secured by Artist in advance. IT IS FURTHER AGREED THAT ARTIST SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES, TO WHICH THEY MAY BE SUBJECTED ARISING OUT OF CITY'S USE OR POSSESSION OF THE WORKS BY REASON OF AN ALLEGED OR ACTUAL COPYRIGHT VIOLATION OR OTHER LACK OF OWNERSHIP, AUTHORSHIP, OR ORIGINALITY. City expressly assumes no obligation to review or obtain appropriate licensing, and all such licensing shall be the exclusive obligation of Artist. ARTICLE 10 SUBCONTRACTING Artist may subcontract portions of the services to be provided under this Agreement at Artist's expense, provided that said subcontracting shall not adversely affect the design, appearance, or visual quality Agreement between the City of Fort Worth and Page 13 of 45 Alice Bateman - Natura of the Artwork and shall be carried out under the personal supervision of Artist. Artist will ensure that any subcontract entered into under this Agreement shall be expressly subject to the applicable terms of this Agreement, including, but not limited to, all indemnification, insurance, audit, and release provisions. Artist shall provide information regarding all contractors and subcontractors, including its fabricator, to the Contract Manager. ARTICLE 11 EQUAL OPPORTUNITY a. Artist shall not engage in any unlawful discrimination based on race, creed, color, national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation, or any other prohibited criteria in any employment decisions relating to this Agreement, and Artist represents and warrants that to the extent required by applicable laws, it is an equal opportunity employer and shall comply with all applicable laws and regulations in any employment decisions. b. In the event of Artist noncompliance with the nondiscrimination clauses of this Agreement, this Agreement may be canceled, terminated, or suspended in whole or in part, and Artist may be debarred from further agreements with City. ARTICLE 12 MISCELLANEOUS 12.1. 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. 12.2. Entire Agreement. This writing embodies the entire agreement and understanding between the Parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. 12.3. 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. 12.4. 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, or 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. 12.5. 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 Agreement between the City of Fort Worth and Page 14 of 45 Alice Bateman - Natura 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. 12.6. Successors and ASS1Lyns. 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. 12.7. No Third-Partv Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of City and Artist, and any lawful successor or assign, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 12.8. Severabilitv. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, then the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. 12.9. Force Maieure. It is expressly understood and agreed by the Parties to this Agreement that, if the performance of any obligations hereunder is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences; fires; strikes; lockouts; national disasters; riots; material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. 12.10. Contract Construction. The Parties acknowledge that each party and, if it so chooses, its counsel, have had an opportunity to review and revise this Agreement and that the normal rule of contract construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. 12.11. 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 o£ (i) thirty days following delivery by City to Artist of written Agreement between the City of Fort Worth and Page 15 of 45 Alice Bateman - Natura 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. 12.12. Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of or interpretive to this Agreement. 12.13. Right to Audit. Artist agrees that City will have the right to audit the financial and business records of Artist that relate to the performance of this Agreement (collectively "Records") at any time during the Term of this Agreement and for three years thereafter in order to determine compliance with this Agreement. Throughout the Term of this Agreement and for three years thereafter, the Artist shall make all Records available to the City at 100 Fort Worth Trail, Fort Worth, Texas 76102, 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 12.13. 12.14. Certified MBE/WBE. If applicable, Artist is encouraged to use 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. 12.15. 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 Independent Contractor), 9 (Indemnification), and 12.13 (Right to Audit) shall survive the termination or expiration of this Agreement. 12.16. 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. 12.17. Time Extensions. The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this Agreement. 12.18. 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 Agreement between the City of Fort Worth and Page 16 of 45 Alice Bateman - Natura 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 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. 12.19. Ener2v 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 meaning ascribed to those terms in Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 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 energy companies, and (2) will not boycott energy companies during the term of this Agreement. 12.20. Firearms and Ammunitions Industries. If Artist is a company with ten (10) 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 against a firearm entity or firearm trade association during the term of the contract. The terms "discriminate," "firearm entity," and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 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 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 13 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: Agreement between the City of Fort Worth and Page 17 of 45 Alice Bateman - Natura 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 D. Guzman, City Attorney Office of the City Attorney City of Fort Worth 100 Fort Worth Trail (formerly Energy Way) Fort Worth, Texas 76102 Anne Allen, Public Art Program Manager Arts Fort Worth 1300 Gendy Street Fort Worth, Texas 76107 ARTIST Alice Bateman 3624 Scoma Road Fort Worth, Texas 76115 [Remainder of page intentionally left blank.] Agreement between the City of Fort Worth and Page 18 of 45 Alice Bateman - Natura IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. CITY OF FORT WORTH Yana Ewgh l 1 by: Dana Burghdoff (Jul 24`,`2025 11:15.56 CDT) Dana Burghdoff Assistant City Manager Date: 07/24/2025 RECOMMENDED FOR APPROVAL ,x4e't- by: Midori Clark (Jul 23, 2025 18:29:44 CDT) Midori Clark Fort Worth Library Director Contract Compliance Manager By signing, I acknowledge that I am the person for the monitoring and administration of t ' co ensuring all performance and repo equirer Jennifer Conn Public Art Collection ManaVer APPROVED AS TO FORM AND LEGALITY: /� q� Trey Qualls Assistant City Attorney a444oR ��n p O j00000.o* 0,A,o°° oopod °P-s ATTESTED BY: a°o. °=o °*� o C 000000 Jannette S. Goodall City Secretary Form 1295: 2025-1282931 Contract Authorization: M&C 25-0317 ARTIST Alice Bateman Date: including OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Agreement between the City of Fort Worth and Page 19 of 45 Alice Bateman - Natura IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. CITY OF FORT WORTH by: Dana Burghdoff Assistant City Manager Date: RECOMMENDED FOR APPROVAL by: Midori Clark Fort Worth Library Director Contract Compliance Manager ARTIST Alice Bateman Date: 2(9 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. Jennifer Conn Public Art Collection Manager APPROVED AS TO FORM AND LEGALITY: Trey Qualls Assistant City Attorney ATTESTED BY: Jannette S. Goodall City Secretary Form 1295:2025-1282931 Contract Authorization: M&C 25-0317 Exhibit A: Artwork Natura, 1999 Alice Bateman Limestone Agreement between the City of Fort Worth and Page 20 of 45 Alice Bateman - Natura DESCRIPTIONS OF SUBJECT PROPERTIES #1 Artist: Alice Bateman American; b. 1944 Title: Natura Date: 1999 Medium: Limestone and Granite Dimensions: 8' x 4' x 4' - vertical element 20" x 8'5" x 16' - limestone & granite plinths Condition: This work was the victim of substantial vandalism including spray painting and intentional chipping. It was subsequently incorrectly cleaned with turpentine and then water -blasted or sandblasted. The artist has re -carved numerous areas to further remove the damage due to the vandalism and improper cleaning. Minor paint residue remains deep into the stone on the upright budding form, the rectangular standing form and the large square base. The base was also chipped in numerous areas due to vandalism and a carved form which was set within a niche is now missing. Signature: 'Alice M. Bateman' carved into upright granite slab mounted on plinth Description: A tall 'budding form' suggesting a dower about to bloom from several buds, rises from a large square plinth. Granite bands are inset within the top of the plinth on each side of the 'budding form.' A third element originally stood on one side of the large plinth, its surface carved with bisecting lines, suggesting a grid pattern. Location: Artist's studio; 3771 Cockrell Ave., Fort Worth, TX Retail Replacement Value: $45,000.00 Natura as installed in 1999 for the Fort Worth Public Art Sculpture Symposium Fort Worth Public Art; Retail Replacement Value for insurance coverage; Effective date of appraisal 1/30/10; Date of Report 1130/W_,X� Appraiser: Pam CampWl; ASA-ASA; ISA-CAPP; 4935 Byers Ave.; Fort Worth,' X 76107; 817n37-9566; wccaoflash.net 7 of 28 Agreement between the City of Fort Worth and Page 21 of 45 Alice Bateman - Natura Exhibit B: Site Broadcast Hill Natural Area/ Tandy Hills Park & Nature Area/ Stratford Park & Nature Area Complex • l o Q�C:1 � • .....+ Pv r ture Area �r Main Entrance Agreement between the City of Fort Worth and Page 22 of 45 Alice Bateman - Natura Exhibit C: Final Design, Acquisition, and Implementation Budget Estimate FEES COSTS JAFMSTTRAVEL (Based on GSA Rates) COSTS (Artist's Fee (Design, Studio Overhead, Admin) (Transportation IAlrfare, Car Rental) Engineer (Lodging Lighting Designer I Per Diem ;Meals and Incidentals) Co nservatof I Caner Consultants J SU B-TOTAL TRAVEL $ SUB -TOTAL FEES - (TOTAL RNAL DESIGN PHASE Is - I BUDGETMEM aPMENT TEMPLATE - COM4SSiON KME FEES COSTS JARTIST TRAVEL (Based onGSA Rates) COSTS IArt ist's Fee (Design, Studio Overhead, Atlmin) ITransportation IAlrfare, Car Rental) IEnglneer (Lodging I Lighting Designer IPer Diem IMealsand incidentals) I Co nservatof I I Photographer I SU B-VITAL TRAVEL $ Other Consultants I INSTALLATION COSTS SUB -TOTAL FEES $ - (Transportation of Artwork to Site In stattatlon Crew Trave t FABRICATION COSTS IPermlts Materials ISlte Preparation / Remedlatron Lighting Fixtures and Connections IFootrngs 1 Foundations Art lst's La bor (_ hours at $__ per hour) I Electrical Connectlons I Mod ificat ion s Fabricator t Labor by Others I instatler Labor Rentals (equipment. fabrication space) I Rentals (Seaffoldlng, equipment, generator) Storage I traffic Comrot ISecurity SUB -TOTAL FABRICATION $ - ISUB-TOTAL FABRICATION $ INSURANCE COSTS Gene ralLiabrllty(Prorated) TOTAL COMMISSION PHASE $ - Other as Applicable (Property, Auto) SUB-TOTALTRAVEL Attach a written quote Or estimate complete with per unit costs for all items. The implementation budget above does not inctude the City -held contingency. Contingeny funds are accessed for un`Dreseen costswith supporting documentation approved by contract manager. Any unused contingency funds shall remain with the City. Agreement between the City of Fort Worth and Page 23 of 45 Alice Bateman - Natura Exhibit D: Insurance Requirements PUBLIC ART PROJECTS - INSURANCE REQUIREMENTS Artist shall meet all the following insurance requirements for this Project. If Artist subcontracts fabrication, transportation, and/or installation of the Artwork, then Artist shall also require his/her contractor(s) and subcontractor(s) to abide by all of the following insurance requirements. Commercial General Liability (CGL) $1,000,000 Each occurrence $2,000,000 Aggregate limit Coverage shall include, but not be limited to, the following: premises, operations, independent contractors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, and be as comprehensive as the current Insurance Services Office (ISO) policy. The policy shall name City as an additional insured. Bailee's/Property (if applicable) The inland marine policy shall provide per occurrence coverage at replacement cost value based on the latest appraised value of the Artwork, which is entrusted to the Artist and is considered to be in the Artist's care, custody, and control and shall include property "in transit." Automobile Liability $1,000,000 Each accident or $250,000 Bodily Injury per person $500,000 Bodily Injury per occurrence $100,000 Property Damage A commercial business policy shall provide coverage on "Any Auto," defined as autos owned, hired, and non - owned. Workers' Compensation (for Artist and/or Artist's contractors and subcontractors who have employees) 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, including 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 Page 24 of 45 Alice Bateman - Natura 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. The insurers for all policies must be licensed/approved to do business in the State of Texas. The insurers for all policies must be licensed/approved to do business in the State of Texas. 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, 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, in its sole discretion, reserves the right to review these 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 decisions, or the claims history of the industry as well as of the contracting party to City of Fort Worth. City shall be required to provide prior notice of ninety days. City shall be entitled, upon request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions, except where policy provisions are established by law or regulations binding upon either party or the underwriter on any such policies. Agreement between the City of Fort Worth and Page 25 of 45 Alice Bateman - Natura Exhibit E: Sales Tax G W rbwr =M Texas Sales and Use Tax Exemption Certification Thk ferMade doer aar?"ute r numho-rft? ne xalki. I lwMar p.Mra" rnweNpa } Cft ad Fart W or* -X*XM MOM" iura.ua r aMMffM *mom r~.0aa v"M aouaraom" IN Fork worfh - r" 117-M-M 8fl tti `lei J=-C'M Forl Wort h, TbKs&'M1R2 to purdveer nw ed abort, date an eirenpgan tvm paymert of mk3 and Ee mxm iror the pur&o!:e of to le terns desaihcd hebw or on the zdartred order or tfroke}ft m: SYMM iaar8ri Off. &irr. ZIPS ai C*wjWMn -0 birM t to p„ r•-flhM d fr cii a mud%N adr a• •*vvar All t mns. Furohawr aok now%dDvs That thlr mrtif DMD mrinat to uoo-d ror thrr pumhaac. Iaaaa. or rtrflal of a nxADr Y*hileW P ua7r iiw dim 1h It ■whrdew err rVerm rio fitidY r1ffNavmft. C .. r-. Erb LMA M AW e I WE bib b" W Am el fl LO 0 MMU WTU lam l Mdit frr uto luM Khch from hb=wu Sri Ia MLft %.awrq* WEr drr p l7ewm5iri 64 dm Tip a&M i h9w it l mpsi`a_ bw �v.d4tiis�dSiihlii-0IIRa'rrilv�.ofEh YRrn n�ptkl+:�Ffc� rAhraft ACF G XMWr1rimY Wk1uW MB%8 MvOftWn.1 � NObe raia7in aftmbThY'-Mmt iinAirii Wu avEFxer aredirpuriry vn Q4i uncuxfugm ■rroirq AAMihr #mWrup hat i C o c i."a ' bu ft M f W&V bream iiasl L%W rm CNur sandal Cgncu I131UVA-24 ��i1�}r LL 14LI�r �i WKM Tt�riaa 6 is ftma hk Haud l dm iniri pr&K Iipi . of lif�hll Sri ifl maw tlditi a &rtar ms Lhm Tm -Erarrwu n klu.imri' nr'fix EmwW ianMmrr ac ra ot1! Thti RIM IN ro ei Garrf CO Frdt.AbWurb. Agreement between the City of Fort Worth and Page 26 of 45 Alice Bateman - Natura Exhibit F: Final Design, Acquisition, and Implementation Addendum WHEREAS, the City and Artist previously entered into City Secretary Contract No. , for the Artist to develop a Site Design Proposal; and WHEREAS, on [DATE], the FWAC approved Artist's Site Design Proposal and recommended that the Artist develop a Final Design based on the Site Design Proposal for public artwork to be incorporated into the Site; and WHEREAS, on [DATE], the Fort Worth Park and Recreation Department Advisory Board endorsed the placement of the artwork in [PARK NAME]; and and WHEREAS, City wishes to acquire and install the Artwork at located at , Fort Worth, for the Fort Worth Public Art Community Legacy Collection; WHEREAS, City and Artist wish to set out the terms and conditions under which said Final Design, Acquisition, and Implementation of the Artwork shall be completed; 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 14 EFFECTIVE DATE OF FINAL DESIGN, ACQUISITION, AND IMPLEMENTATION ADDENDUM The effective date of this Final Design, Acquisition, and Implementation Addendum is the date this Addendum is executed by the City. ARTICLE 15 FINAL DESIGN, ACOUISITION, AND IMPLEMENTATION SCOPE OF SERVICES AND DELIVERABLES 15.1 Acknowledement. City and Artist acknowledge that Artist's Site Design Proposal, as described in the attached Exhibit "G," was reviewed and approved by the FWAC on [DATE] and the site was endorsed by the Fort Worth Park and Recreation Advisory Board on [DATE], and is the basis for executing this Final Design, Acquisition, and Implementation Addendum with Artist. This Final Design, Acquisition, and Implementation Addendum is understood to include the full payment for Acquisition of the Artwork (see Section 2. Lb). 15.2. Final Design, Acquisition, and Implementation 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 Artwork and for providing the Final Design Deliverables (see Section 15.4) and for Execution and Implementation (see Section 15.6). 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, design, color, size, material, and texture of the Artwork, subject to review and input from Project Stakeholders and approval by City as set forth in this Agreement between the City of Fort Worth and Page 27 of 45 Alice Bateman - Natura Agreement. Artist shall address the feedback received during the Site Design Proposal Review process from the FWAC and Project Stakeholders. C. The location at the Site on which the Artwork shall be installed shall be mutually agreed upon by City and Artist. d. Artist, upon request of Contract Manager, shall provide information and/or attend meetings with appropriate City staff for purposes of risk assessment, safety review, siting of the Artwork, permitting, and accessibility, as applicable. e. Artist shall meet and coordinate with City staff, Project Consultant(s), and others, as necessary, to integrate the Artwork into the Site in terms of structural support, installation requirements, or other infrastructure needs to support the Artwork. f. Artist shall develop written maintenance recommendations for the Artwork upon request of Contract Manager. g. Artist shall present, in -person (preferred) or remotely, the Final Design to the FWAC for joint review with the Project Stakeholders, and the appropriate City staff to obtain the FWAC's approval at a regularly scheduled FWAC meeting. h. Should the Final Design be approved by the Art Commission, Artist shall perform all services and shall furnish all supplies, materials, and equipment as necessary for delivering and installing the Artwork at the Site. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in the Agreement, including this Final Design, Acquisition, and Implementation Addendum. i. Artist shall meet and coordinate with the City's staff, Project Consultant(s), contractors, and others, as necessary, to ensure proper integration and installation of the Artwork into the Site, as applicable, including, but not limited to, Artwork location and installation equipment brought onto the Site. j. Artist shall install the Artwork at the Site on dates mutually agreed upon by Artist and City. k. Artist shall make their best effort to be available at such time(s) as may be set by the City to attend any inauguration or presentation ceremonies relating to the transfer of the Artwork to City. City shall use its best efforts to arrange for publicity for the completed Artwork in such art publications and otherwise as may be determined by City as soon as practicable following installation. 1. Artist shall allow video recording and photography of their participation during activities related to this Project such as presentations and meetings. If Artist intends to seek their own publicity for the Artwork, including publication of the Design on Artist's website, social media, or press/media release(s), all such publicity must be approved, in advance, by Contract Manager, and shall credit the City of Fort Worth in substantially the following form, "an original artwork owned by the City of Fort Worth, Texas." A social media plan must be approved, in advance, by Contract Manager, and shall Agreement between the City of Fort Worth and Page 28 of 45 Alice Bateman - Natura include the hashtag #fwpublicart must be approved, in advance, by Contract Manager, and shall include the hashtag #fwpublicart. 15.3. Citv 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. 15.4. Final Design Deliverables. a. Within six weeks after the Effective Date of this Final Design, Acquisition, and Implementation Addendum, Artist shall provide services and all supplies and materials, necessary to provide certain deliverables, as set forth in this Article 15.4 to City for approval. Final Design Deliverables shall consist of the following: i. Detailed design illustrations for the Artwork for the Site, which shall be in a high -resolution digital format, such as JPEG or TIF files, showing the proposed Artwork from multiple vantage points with at least one illustration showing the Artwork's size and placement on a site plan that clearly shows Site dimensions. ii. A final written narrative for the Artwork, describing the following: (1) Artist's Final Design concept; (2) timeline for completion of installation; (3) proposed materials and installation methods for all elements of the Artwork, including information regarding Artist's subcontractor(s), if any; and (4) maintenance requirements for all elements of the Artwork as recommended by the Artist, along with cost estimates for annual maintenance. iii. An updated, detailed final budget, on the budget form attached hereto as Exhibit "H," for Acquisition and Implementation of the Artwork in an amount not to exceed $75,848.00, which includes all costs, including, but not limited to, acquisition ($45,000.00), materials, consulting, labor, modifications, delivery, installation, insurance, travel costs (if applicable), transportation, a Final Design Artist fee of $2,000.00, and all other associated costs for the installation of the Artwork, with written quotes from subcontractors and vendors attached, if applicable. iv. Comprehensive working drawings, detailing the means of installing all elements of the Artwork 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 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 Artwork. 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 Agreement between the City of Fort Worth and Page 29 of 45 Alice Bateman - Natura insurance for each licensed professional and provide City with at least thirty calendar days' notice of cancellation of any policy required hereunder. The City's insurance requirements were previously attached as Exhibit "D". V. Artist shall provide an Artist's statement, which may include but is not limited to the following topics: the overall philosophical approach of the Artwork; how the artwork relates to or engages viewers in the community; what influenced the Artwork; how techniques or materials relate to the content of the Work; and how the Work relates to the Artist's studio practice. b. Artist shall provide the Final Design presentation materials in PowerPoint format to the Contract Manager to become part of the City of Fort Worth Public Art Archive owned by City. All documents, models, and/or drawings will be retained for archival and exhibition purposes. C. Final Design Deliverables shall be submitted to the Contract Manager at least three weeks prior to the scheduled Final Design presentation to the FWAC for staff review. 15.5. Final Design Review. a. Upon submission of the Final Design Deliverables and acceptance by Contract Manager, Artist shall present the Final Design to the FWAC, Project Stakeholders, City staff, and other community members for the FWAC's approval at a regularly scheduled FWAC meeting. If the Final Design is approved by the FWAC, it will subsequently be shared with City boards, commissions, and staff, 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 agency having jurisdiction over the Site. d. Artist shall have fifteen calendar days from the date City informed Artist of the revision(s) to submit the revised Final Design in conformance with City's requirements and subsequently present the revisions at the next regularly scheduled meeting of the Fort Worth Art Commission. e. If City disapproves of the resubmitted Final Design, any further Final Design resubmissions will be by mutual agreement of the Parties and subject to the procedures and terms in this Article. If the Parties desire not to continue with the resubmission process, then this Agreement will automatically terminate, with payment for work performed per the payment schedule in Article 17 of this Final Design, Acquisition, and Implementation Addendum up through the date of termination. f. Upon City's approval of the Final Design, Artist shall provide the Final Design presentation materials to the Contract Manager to become part of the City of Fort Worth Public Art archive owned by City. These documents, models, and/or drawings for the Artwork performed under this Agreement will be Agreement between the City of Fort Worth and Page 30 of 45 Alice Bateman - Natura retained for archival and exhibition purposes. Artist's Final Design and all other work product related to this Agreement shall become the property of City, without restriction on future use, pursuant to Article 6 of Site Design Proposal Agreement, which is the foundation for this Final Design, Acquisition, and Implementation Addendum. 15.6. Execution and Implementation. a. Artist shall furnish the Schedule to the Contract Manager within fifteen business days after the Effective Date of the Art Commission's approval of the Final Design. After written approval of the Schedule by Contract Manager, Artist shall make any approved changes to the Artwork, deliver, and install the Artwork in accordance with the Schedule. Schedule changes may be accomplished by written agreement between Artist and Contract Manager. b. All rights, title, and interest to the Artwork, except for any rights of copyright, shall immediately transfer to City upon payment of the acquisition fee for the Artwork as set forth in Section 17.2(c) below, and shall be free and clear of any claims, judgements, and/or liens of whatsoever nature. At that point, the Artwork shall become the property of the City, without restriction on future use, except as otherwise provided herein. C. Artist shall be responsible for preparing the Artwork and the site for installation according to the Final Site Design and for all costs associated with the implementation of the Artwork, including, but not limited to, equipment rentals, transportation, and labor. d. Artist shall present to the Contract Manager, in writing, for further review and approval, any changes in the scope, design, color, size, material, or texture of the Artwork or the Site. The Contract Manager, in its sole discretion, shall determine whether the changes are significant and do not conform to the approved Final Design. If the Contract Manager determines that the changes do not conform to the approved Final Design, then the changes may be presented to the FWAC for review and approval at a regularly scheduled or special called meeting of the FWAC. If any disputes arise thereafter, the Parties shall first attempt to resolve those disputes in accordance with the dispute resolution process set forth in Article 5 of this Agreement. e. City and/or Contract Manager, upon written request, shall have the right to review the Artwork prior to installation. Artist shall, upon written request by the City or Contract Manager, provide a written progress report detailing any additional necessary changes to the Artwork and/or the remainder of work to be done to complete the Artwork. Artist shall comply with any request made by the City and/or Contract Manager pursuant to this Article 15.6 within thirty calendar days after receipt of the written request. f. Artist shall notify City, through its Contract Manager, in writing when the Artwork is completed and is ready for its delivery and installation at the Site. Agreement between the City of Fort Worth and Page 31 of 45 Alice Bateman - Natura g. Artist shall coordinate the installation of the Artwork with City and Contract Manager. Delivery and installation activities may not commence until written permission is delivered to Artist by the City. h. Artist shall be responsible for obtaining and paying for all necessary permits and any required traffic barriers appropriate for this Project. i. Artist shall carry insurance as set out in Exhibit "D." Evidence of required insurance shall be submitted to the Contract Manager prior to installation of the Artwork on City property. Evidence of subsequent renewals of said insurance is required until City has taken possession of the Artwork. Except as provided in Final Design, Acquisition, and Implementation Addendum Section 15.9 hereof, the risk of damage to or loss of the Artwork, prior to and during installation, shall be solely that of Artist. j. Artist, individually and through its subcontractors, including its installer, shall take all necessary precautions to protect and preserve the integrity and finish of the Site, including but not limited to interior finishes, painted structures, pathways, and landscaping, while delivering and installing the Artwork. If City determines, in its sole discretion, that Artist or Artist's subcontractors have damaged the Site, then City shall inform Artist, in writing, of the damage. Artist, at their own expense, shall have thirty days from receipt of City's written notice to repair the damage to the Site to the satisfaction of City. If Artist fails to repair the damages to the satisfaction of City within thirty days after receipt of the notice, or within the deadline otherwise agreed to by the parties, then City shall have the right to deduct the cost of repairs from any remaining payment due to Artist under this Agreement, which shall be in addition to any and all other rights and remedies available to City at law or in equity. 15.7. Post -installation. a. Artist shall provide to Contract Manager written instructions for appropriate maintenance and preservation of the Artwork using the Technical and Maintenance Record, attached hereto as Exhibit "I." The appropriate maintenance and preservation instructions shall not be substantially different from the maintenance and preservation anticipated and previously conveyed to City for the Artwork. b. Within thirty days after the installation of the Artwork, Artist shall furnish Contract Manager with a set of at least fifteen high -resolution digital images (.tiff format) and fifteen low -resolution digital images (.jpeg format) showing each element of the Artwork, including detail shots during and after installation, with at least ten of these images showing the Artwork installed. 15.8. Final Acceptance. a. Artist shall notify City and Contract Manager, in writing, when all services for delivery, and installation of the Artwork have been completed in accordance with the terms of this Final Design, Acquisition, and Implementation Addendum. Included in such notice from Artist shall be an Affidavit Agreement between the City of Fort Worth and Page 32 of 45 Alice Bateman - Natura of Bills Paid, attached hereto as Exhibit "J" certifying that all bills relating to services or supplies used in the performance of the Final Design, Acquisition, and Implementation Addendum have been paid. b. City shall notify Artist in writing of its Final Acceptance of the Artwork. C. Final Acceptance shall be effective as of the earlier to occur of (1) the date of City's notification of Final Acceptance; or (2) the thirty-fifth day after Artist sends the written notice to City required under this Article 15.8, unless City, upon receipt of such notice and prior to the expiration of the thirty -five- day period, gives Artist written notice specifying and describing anything that has not been completed pursuant to the Final Design, Acquisition, and Implementation Addendum. 15.9. Risk of Loss. The risk of loss or damage to the Artwork shall be borne by Artist prior to installation of the Artwork, and Artist shall take such measures as are necessary to protect the Artwork from loss or damage until this time, including, but not limited to, the purchase of property loss insurance, except that the risk of loss or damage shall be borne by City prior to completed installation of the Artwork during such periods of time as the partially or wholly completed Artwork is in the custody, control, or supervision of City or its agents for the purposes of moving, storing, or performing any other ancillary services to the Artwork. This risk shall transfer to City and shall no longer be the responsibility of Artist upon installation of the Artwork. 15.10. Warranties of Quality and Condition. a. Artist represents and warrants that all work will be performed in accordance with professional, "workmanlike" standards and free from defective or inferior materials and workmanship (including any defects consisting of "inherent vice" or qualities that cause or accelerate deterioration of the Artwork) for at least one year after the date of Final Acceptance. b. Artist represents and warrants that the Artwork and the materials used are not currently known to be harmful to public health and safety. C. If, within one year after Final Acceptance, City observes any breach of warranty described in this Article 15.10 that is curable by Artist, City shall give written notice to Artist of such breach with reasonable promptness. Artist shall, at the request of City, cure the breach satisfactorily and consistent with professional conservation standards (in accordance with the American Institute of Conservation Code of Ethics and Guidelines for Practice) and/or construction standards, including, but not limited to, any standards set forth by City, within thirty calendar days after receipt of the written notice, at no expense to City. d. If within one year after Final Acceptance City observes any breach of warranty described in this Article 15.10 that is not curable by Artist, Artist is responsible for reimbursing City for damages, expenses, and losses incurred by City as a result of the breach. However, if Artist disclosed the risk of this breach in the approved Final Design and City accepted that it may occur, it shall not be deemed Agreement between the City of Fort Worth and Page 33 of 45 Alice Bateman - Natura a breach for purposes of this Article 15.10. e. If after one year from Final Acceptance and during Artist's lifetime City observes any breach of warranty described in this Article 15.10 that is curable by Artist, City shall give written notice to Artist to make or supervise repair or restorations at a reasonable fee. Artist shall notify City, in writing, within thirty calendar days after receipt of the notice as to whether Artist will make or supervise the repairs or restorations. Should Artist fail to respond within the thirty -calendar day deadline or be unwilling to accept reasonable compensation under the industry standard, City may seek the services of a qualified restorative conservator and maintenance expert. f. Acceptable Standard of DisDlay. Artist represents and warrants each of the following: General routine cleaning and repair of the Artwork and any associated working parts and/or equipment will maintain the Artwork within an acceptable standard of public display. ii. Foreseeable exposure to the elements and general wear and tear will cause the Artwork to experience only minor repairable damages and will not cause the Artwork to fall below an acceptable standard of public display. iii. With general routine cleaning and repair, and within the context of reasonably foreseeable exposure to the elements and general wear and tear, the Artwork will not experience irreparable conditions that cause it to fall below an acceptable standard of public display, including, but not limited to, mold, rust, fracturing, staining, chipping, tearing, abrading, and/or peeling. g. Manufacturer's Warranties. To the extent the Artwork incorporates products covered by a manufacturer's warranty, Artist shall provide copies of such warranties to City. h. If City fails to maintain the Artwork in good condition, Artist, in addition to other rights or remedies that Artist may have in equity or at law, shall have the right to disown the Artwork as Artist's creation and request that all credits be removed from the Artwork and reproductions thereof until the Artwork's condition is satisfactorily repaired. ARTICLE 16 ARTIST'S RIGHTS 16.1. Identification. City may include Artist on the Fort Worth Public Art website (www.fwpublicart.ora) or other social media platforms during any phase of the Proj ect and will provide appropriate credit to Artist. Upon completion of the Artwork, Contract Manager shall include credit to Artist on the Fort Worth Public Art website and facilitate the design, purchase, and installation of a permanent plaque at the Site. 16.2. Maintenance. City recognizes that maintenance of the Artwork is essential to the integrity of the Artwork. City will, to the best of its ability, and to the extent practicable, and in accordance with appropriated funding, maintain and protect the Artwork, taking into account the maintenance instructions provided by Artist. Agreement between the City of Fort Worth and Page 34 of 45 Alice Bateman - Natura 16.3. Repairs and Restoration. a. City shall have the right to determine when and if repairs and restorations to the Artwork will be made. b. All repairs and restorations shall be made in accordance with recognized conservation standards (in accordance with the American Institute of Conservation Code of Ethics and Guidelines for Practice) and/or construction standards, including, but not limited to, any standards set forth by City. C. When emergency repairs are necessary to prevent the loss of or further damage to the Artwork or to prevent risks to the public, such repairs shall be undertaken or arranged by City as appropriate, and such repairs shall not be deemed to constitute artistic alteration. 16.4. Alteration of the Artwork or of the Site. a. City agrees that it will not willfully destroy, damage, or modify the Artwork, except as provided in Article 16.4.b. and 16.4.c. below. b. In the event that the City determines the Site will be altered, sold, or no longer used by City and the Artwork is integrated into a building, structure, or realty, City shall have the right to remove the Artwork by any means, including destruction. City may give Artist written notice of its intent to take such action under this Article 16.4. C. In the event that the City determines the Site will be altered, sold, or no longer used by City and the Artwork is freestanding or incorporated into a building, structure, or realty such that it may be removed without damaging or destroying the Artwork or the building, structure, or realty, City at its sole discretion may relocate, sell, or store the Artwork. If City chooses not to relocate, sell, or store the Artwork, Artist may be given written notice and ninety days to remove the Artwork at Artist's sole expense. Upon Artist's failure to remove the Artwork during the 90-day period, City shall have the right to remove and dispose of the Artwork by any means, including its destruction. d. In the event the Artwork is substantially damaged or altered, City shall no longer represent the Artwork as that of Artist if Artist gives written notice to City that it is the position of Artist to deny authorship on the grounds stated in this Article 16.4. e. City shall, at all times, have the right to move the Artwork or remove it from public display. City shall also have the right to sell or trade the Artwork. 16.5. Record Retention. City shall maintain a record of this Agreement and of the location and disposition of the Artwork consistent with City's document retention schedule. 16.6. Additional Rights and Remedies. Nothing contained in this Article 16 shall be construed as a limitation on such other rights and remedies available to Artist under the law which may now or in the future be applicable. Agreement between the City of Fort Worth and Page 35 of 45 Alice Bateman - Natura ARTICLE 17 FINAL DESIGN. ACOUISITION. AND IMPLEMENTATION COMPENSATION AND PAYMENT SCHEDULE 17.1. Compensation. Total compensation to Artist under this Final Design, Acquisition, and Implementation Addendum shall be in an amount not to exceed SEVENTY FIVE THOUSAND EIGHT HUNDRED FORTY- EIGHT DOLLARS AND ZERO CENTS ($75,848.00) which shall constitute full compensation for any and all costs associated with this Final Design, Acquisition, and Implementation Addendum, including but not limited to an acquisition payment of $45,000.00, a Final Design Artist's Fee of $2,000.00, engineering and consulting fee allowance of up to $6,000.00, a contingency of $2,000.00, insurance (if applicable), material samples, and any and all other costs for services performed and materials furnished by Artist under this Agreement. Any changes requested by the City shall not require City to pay Artist any additional compensation under this Final Design, Acquisition, and Implementation Addendum. Artist and City may amend the Agreement to allow for additional payment if additional services are required. 17.2. Pavment Schedule. City agrees to pay Artist in the following installments. Each installment to represent full and final, non-refundable payment for all services and materials provided prior to the due date thereof: a. TWO THOUSAND DOLLARS AND ZERO CENTS ($2,000.00) within thirty calendar days of the Effective Date of this Final Design, Acquisition, and Implementation Addendum and after City issuance of a purchase order. b. City will provide an allowance of up to SIX THOUSAND DOLLARS AND ZERO CENTS ($6,000.00) for engineering, material samples, mock-ups, professional services, and conservator or other consulting fees, as necessary. Such payment shall be made for actual services rendered only (a retainer fee of up to 50% is allowed) and upon receipt of an invoice from Artist with the original invoice for such services attached. C. FORTY-FIVE THOUSAND DOLLARS AND ZERO CENTS ($45.000.00) for the acquisition of the Artwork within thirty calendar days after Artist makes presentation of the Final Design to the FWAC pursuant to Article 15.5 and City's approval of the Final Design. d. FIFTEEN THOUSAND DOLLARS AND ZERO CENTS ($15.000.00) within thirty calendar days of Contract Manager's verification that Site is ready for Artwork to be installed; e. FIVE THOUSAND DOLLARS AND ZERO CENTS ($5.000.00) within thirty-five days after receipt by City of such documentation as it may require concerning payment of services and supplies rendered to Artist; provided, however, that final delivery shall not be tendered prior to the expiration of thirty days after Final Acceptance. Agreement between the City of Fort Worth and Page 36 of 45 Alice Bateman - Natura f. EIGHT HUNDRED FORTY-EIGHT DOLLARS AND ZERO CENTS ($848.00) within thirty- five days after Final Acceptance by City. g. A contingency of up to TWO THOUSAND DOLLARS AND ZERO CENTS ($2,000.00) for costs associated with the Artwork that are incurred by the Artist due to unforeseen changes in materials, fabrication, or installation costs of any additional work performed by artist approved in advance by the Contract Manager. Payments using contingency funds will only be made upon (i) approval, in advance, by the Contract Manager of the additional costs, and (ii) receipt of supporting documentation from the Artist. Any unused contingency funds shall remain with the City. 17.3. Sales Taxes. City is a tax-exempt organization, and therefore, 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 previously attached as Exhibit "B" for use by Artist in the fulfillment of this Agreement. 17.4. Artist's Expenses. Artist shall be responsible for the payments of all expenses incurred during the performance of this Addendum, including, but not limited to, those for services, materials, mailing/shipping charges on submissions to City and/or Contract Manager, insurance, cost of all travel (that are not covered by a travel stipend), and costs for Artist's agents, consultants, and/or employees necessary for the proper performance of the services required under this Agreement. ARTICLE 18 TERM OF FINAL DESIGN, ACOUISITION, AND IMPLEMENTATION ADDENDUM This Final Design, Acquisition, and Implementation Addendum shall take effect on the date it is executed by the City and, unless terminated earlier pursuant to the provisions of the Agreement, shall extend until final payment to Artist by City of any amounts due hereunder. ARTICLE 19 CONTINUATION OF AGREEMENT The Parties hereby acknowledge and agree that, unless explicitly modified by the terms of this Final Design, Acquisition, and Implementation Addendum, all other terms and conditions of the original Agreement remain in full force and effect and shall apply throughout the duration of this Addendum. [Remainder ofpage intentionally left blank.] Agreement between the City of Fort Worth and Page 37 of 45 Alice Bateman - Natura IN WITNESS WHEREOF, the Parties hereto have executed this Final Design, Acquisition, and Implementation Addendum as of the Effective Date stated in Article 14. CITY OF FORT WORTH ARTIST by: Dana Burghdoff Alice Bateman Assistant City Manager Date: APPROVAL RECOMMENDED: by: Midori Clark Director, Fort Worth Library Contract Compliance Manager Date: 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. Jennifer Conn Title: Public Art Collection Manager APPROVED AS TO FORM AND LEGALITY: Trey Qualls Assistant City Attorney ATTESTED BY: Jannette S. Goodall City Secretary Form 1295: 2025-1282931 Contract Authorization: M&C 25-0317 Agreement between the City of Fort Worth and Page 38 of 45 Alice Bateman - Natura Exhibit G: Approved Site Design Proposal [Insert here in its entirety] Agreement between the City of Fort Worth and Page 39 of 45 Alice Bateman - Natura Exhibit H: Budget Form (Implementation Phase) (FEES (Artist's Fee (Design, Studio Overhead, Admin) (Engineer Lighting Designer (Conservator (Other Consultants ISUB-TOTAL FEES (FEES (Artist's Fee (Design, Studio Overhead, Admin) (Engineer Lighting Designer (Conservator Photographer (Other Consultants ISUB-TOTAL FEES I FABRICATION Materials Lighting Fixtures and Connections (Artist's Labor (_ hours at $_ per hour) Fabricator / Labor by Others Rentals (equipment, fabrication space) I Storage I ISUB-TOTAL FABRICATION (INSURANCE (General Liability (Prorated) I Other as Applicable (Property, Auto) ISUB-TOTAL TRAVEL COSTS IARTISTTRAVEL (Based on GSA Rates) (Transportation (Airfare, Car Rental) (Lodging IPer Diem (Meals and incidentals) I ISUB-TOTAL TRAVEL TOTAL FINAL DESIGN PHASE COSTS JARTISTTRAVEL (Based on GSA Rates) ITransportation (Airfare, Car Rental) (Lodging IPer Diem (Meals and incidentals) I ISUB-TOTAL TRAVEL (INSTALLATION ITransportation of Artwork to Site IInstallation Crew Travel COSTS (Permits ISite Preparation / Remediation (Footings / Foundations IElectricalconnections / Modifications IInstaller Labor IRentals (Scaffolding, equipment, generator) ITraffic Control Isecurity ISUB-TOTAL FABRICATION COSTS COMMISSION PHASE ICITY HELD CONTINGENCY ITOTAL COMMISSION + CONTINGENCY Attach a written quote or estimate complete with per unit costs for all items. COSTS COSTS COSTS City held contingeny funds are only accessed for unforeseen costs with supporting documentation approved by contract manager. Any unused contingency funds shall remain with the City. Agreement between the City of Fort Worth and Page 40 of 45 Alice Bateman - Natura Exhibit I: Technical and Maintenance Record GENERAL INFORMATION Artist: Address: Telephone: Cell: E-mail: Gallery Affiliation: Other Representation: ARTWORK Title of Artwork: Project Name and Location Address: FWPA Project Manager: Description of Artwork: (attach separately if necessary): Artwork Dimensions: Height: Width: Depth: Pedestal or Pad Material: Pedestal or Pad Dimensions: Height: Width: Depth: Location & Description of Signature Markings (or copyright): Edition Information if applicable: Date of Execution: Agreement between the City of Fort Worth and Page 41 of 45 Alice Bateman - Natura Place of Execution: Collaborating Artist: Fabricator (if other than artist) Fabricator Address: Methods/Materials Used in Execution of Artwork Materials (list type, brand name, and manufacturer of all materials; attach Material Safety & Technical Data; include contact names for all suppliers and attach warranty information): Construction Description (list all fabricators and any architects, engineers, or other technicians involved in the creation and installation of this artwork; attach all warranties & agreements): Material(s) Specifications: Joining Methods: Welding Rod Alloy or Joint Material & Application Method: Casting Alloy, Wax Body, Glass, or Fiber Type: Finishes & Coatings (paint color and type, glaze, patina, any and all coatings including fixative, UV, graffiti, etc.; please list vendors and contact information and provide all product information): Agreement between the City of Fort Worth and Page 42 of 45 Alice Bateman - Natura Pedestals, Foundations & Footings, Mountings, and Attachment Applications (list all materials used to install artwork on site; include vendor information, parts numbers, warranties, and agreements): Integrated Components List all components included in design and fabrication contracts that function as a part of the final installation, including but not limited to: lighting, media, landscaping, etc. Include all vendor information, parts numbers, warranties, and agreements and any/all design schematics. Installation Installation Date: Installation Method (describe installation method; provide photo documentation if availablejist name and contact information of installation crew; attach any diagrams or disassembly instructions): Recommended Routine Maintenance Artist recommendation based on experience and consultation with conservation expert: Artist's Conservation Consultant Name: Address: Phone: (Please attach Conservator's Long -Term Maintenance Recommendations) Unusual or Special Circumstances of Note: Agreement between the City of Fort Worth and Page 43 of 45 Alice Bateman - Natura Artist's Intention Please describe your view of how the artwork will change over time, including in response to environmental conditions. Artist's vision of how the artwork will look in the future assists FWPA in creating an appropriate conservation action plan. In addition to environmental conditions, public artworks are often affected by public handling, landscaping, and site changes. Please clearly detail your expectations for this artwork. Please address issues related to the life expectancy of this artwork. Agreement between the City of Fort Worth and Page 44 of 45 Alice Bateman - Natura AFFIDAVIT OF BILLS PAID Date: Affiant: Property: Exhibit J: 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 property. Affiant is not indebted to any person, firm, or corporation by reason of any such construction. There are no claims pending for personal injury and/or property damages. Affiant Signature: SUBSCRIBED AND SWORN TO before me, the undersigned authority, on this the Day of . 20_. Notary Public, State of Texas Print Name Commission Expires Agreement between the City of Fort Worth and Page 45 of 45 Alice Bateman - Natura City of Fort Worth, Texas Mayor and Council Communication DATE: 04/22/25 M&C FILE NUMBER: M&C 25-0317 LOG NAME: 84NATURA SCULPTURE ACQUISITION PUBLIC ART PROJECT SUBJECT (All ) Authorize Execution of a Site Design Proposal Agreement and Subsequent Artwork Acquisition and Implementation Agreement with Alice Bateman in an Aggregate Amount Up to $79,848.00 for Acquisition, Site Design, Modification, Delivery, Installation, and Contingencies for a Limestone Sculpture Titled Natura for the Fort Worth Public Art Community Legacy Collection to be Installed in a Location to be Determined by the City with Community Input RECOMMENDATION: It is recommended that the City Council authorize execution of a Site Design Proposal Agreement and subsequent Artwork Acquisition and Implementation Agreement with Alice Bateman in an aggregate amount up to $79,848.00 for acquisition, site design, modification, delivery, installation, and contingencies for a limestone sculpture titled Natura for the Fort Worth Public Art Community Legacy Collection to be installed in a location to be determined by the City with community input. DISCUSSION: The acquisition of Natura will add the last of four sculptures created in the 1999 Sculpture Symposium to the Fort Worth Public Art Community Legacy Collection. Together with Hats by Cam Schoepp (Mayor and Council Communication (M&C) C-25309) installed at the Fort Worth Community Arts Center, here she stood by Chris Powell (M&C C-26402) installed at Capps Park, and Solar Stone by Sandi Stein installed at the Botanic Garden, Alice Bateman's Natura represents the Symposium's critical success and popular appeal that encouraged City Council to pass a 2% for Arts Ordinance in 2001 (October 2, 2001, Ordinance No. 14794 M&C G-13396) establishing the Fort Worth Public Art program in 2003. Representative of the artist's interest in the natural world, Natura is a 13' high hand -carved limestone sculpture, its tall form suggestive of a flower about to bloom, rising from a large, inviting plinth suitable for seating and contemplation. In 2017, a site selection panel appointed by the Fort Worth Art Commission (FWAC) recommended the artwork be sited in a park location with high public use, good visibility, and an aesthetically compatible environment. This M&C authorizes the City to enter into a Proposal Agreement with the Artist to address a site for the work. Should the proposal be approved by the FWAC, the City will then enter into an Acquisition and Implementation Agreement with the Artist. Fort Worth Ant Commission (FWAC) Action: The FWAC's recommendation to acquire the Artwork for the Community Legacy Collection was included in the Fiscal Year 2015 Annual Work Plan (October 14, 2014, M&C C-27031.) Based on guidelines included in the Fort Worth Public Art Master Plan which cite artistic quality, artist credentials and context within the City's public art collection, the FWAC's recommendation concluded that the quality and cultural value of the artwork would be a significant addition to the Community Legacy Collection. On February 8, 2016, the FWAC approved a two-phase site selection process, to include an advisory Site Selection Panel and robust community input. Following coordination with the Park and Recreation Department (PARD), on March 22, 2017 the FWAC endorsed the Site Selection Panel's recommendation of Mallard Cove Park in Council District 5 and alternate site Tandy Hills Natural Area in District 8. A Mallard Cove community engagement process was interrupted by COVID and subsequently, it was determined the location would not be supported by the community and an alternative location should be sought. In 2020, the City acquired Broadcast Hill through its Open Space Conservation Program as an adjunct to the Tandy Hills Natural Area. An opportunity for siting Natura, the location fits the sculpture's themes in celebrating the natural world. On September 16, 2024, the FWAC considered the Broadcast Hill site and with community input recommended acquiring the artwork and entering into a proposal agreement with the artist to develop a site plan for Natura. The proposal agreement allows the artist to coordinate with the city's trail design team and Open Space staff to identify a location at Broadcast Hill and to engage stakeholders in the design process. Should the community not support the artist's proposal for Broadcast Hill, an alternative site will be selected. Funding for Natura Acquisition and a Proposal Agreement was approved as part of the FY2025 Work Plan, adopted by the Fort Worth City Council on November 12, 2024, as Mayor & Council Communication (M&C 24-1001). The artist shall require their subcontractors to pull all permits required for this project, however, the City shall waive any fees for these permits as this project is funded by the Specially Funded Capital Projects Fund. Once acquired, Natura will be accessioned into the Fort Worth Public Art Community Legacy Collection. Estimated biennial treatment cost estimate $900.00. PROJECT BUDGET AMOUNT CONTRACT Site Proposal $2,000.00 This M&C Acquisition $45,000.00 This M&C Final Design $2,000.00 This M&C Site Design Implementation $30,848.00 This M&C TOTAL $79,848.00 FUNDING SOURCES AMOUNT Specially Funded Capital Projects — $ 79,848.00 Collection Management TOTAL $ 79,848.00 This project is in ALL DISTRICTS FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the Specially Funded Projects Fund for the FWPA-Acquisition of Natura project to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Library Department has the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office bw Dana Burghdoff 8018 Oriainatina Business Unit Head Midori Clark 7707 Additional Information Contact: Wesley Gentle 817-298-3029