HomeMy WebLinkAboutContract 51556 CITY SECRETARY
CONTRACT NO.
0� 9P OPS PROFESSIONAL SERVICES AGREEMENT
BETWEEN ART MANAGEMENT AND PLANNING ASSOCIATES
AND THE CITY OF FORT WORTH
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation
situated in Texas, acting by and through Jesus J. Chapa, its duly authorized Assistant City Manager, and
ART MANAGEMENT AND PLANNING ASSOCIATES, INC., (the "Contractor"), (a Colorado
Corporation) an entity located at 285 Oneida Ct., Denver, CO 80220, acting by and through Trey
Duvall, its duly authorized Representative; each individually referred to as a "party" and collectively
referred to as the "parties." City has designated the Arts Council of Fort Worth and Tarrant County,
Inc. to manage this Agreement on its behalf("Contract Manager"). The Contract Manager shall act
through its designated project manager.
WHEREAS, the City is purchasing an existing artwork by artist James Surls ("Artist") entitled
Vase With Nine Flowers, for the Montgomery Street Public Art Project and desires that prior to purchase
a qualified conservator do an on-site inspection of the Artwork in Carbondale, CO., and prepare a
condition report annotated with photography so that any needed maintenance may be addressed before the
Artwork is acquired;
WHEREAS,the City has reviewed and accepted a Proposal from the Contractor for an estimated
fee of$520.00 inclusive of travel, photography, on-site condition assessment and written condition report
of the Artwork,a copy of which is attached as Exhibit"E;"
WHEREAS, the Montgomery Street Public Art Project is included in the Fort Worth Public Art
Fiscal Year 2018 Annual Work Plan and Budget, which was adopted by the Fort Worth City Council on
November 6, 2018, (M&C G-19412) and, on June 26, 2018, City Council approved additional,
reprogrammed funds for the project from the 2004 Bond Program (Proposition 1) and 2007 Critical
Capital Needs Program;
WHEREAS, notwithstanding the above,the funding for this Agreement shall come from the Fort
Worth Public Art Conservation and Maintenance Fund; and
WHEREAS, City and Contractor wish to set out the terms and conditions under which the work
shall be performed to promote the integrity of Contractor's findings and statements.
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—The Artwork
3. Exhibit B—Site
4. Exhibit C—Texas Sales and Use Tax Exemption Certificate
5. Exhibit D- Affidavit
6. Exhibit E—Proposal
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.
In the event of any conflict between the documents, the terms and conditions of this Agreement shall
control.
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FT. WORTH,TX
The term "Contractor" shall include the Contractor, and his officers, agents, employees, representatives,
servants,contractors or subcontractors.
The term"City"shall include its officers, employees,agents,and representatives.
1. SCOPE OF SERVICES.
1.1. Vase With Nine Flowers by Artist ("Artwork"), which is depicted in Exhibit "A,"
attached and incorporated for all purposes incident to this Agreement, is being purchased from the Artist
by the City and will be installed on the Northeast corner of Lansford Lane and Montgomery Street, Fort
Worth, Texas 76107,adjacent to the Western Heritage Parking Garage, on land owned by the City of Fort
Worth("Site")which is depicted in Exhibit`B."
1.2. Contractor shall perform a thorough on-site inspection and written condition report of
the Artwork, annotated with photo documentation, to include a synopsis of current condition,
identification of any surface damage as well as any structural, safety or conservation concerns.
Contractor shall also make recommendations for future conservation based on the current conditions of
the Artwork. Contractor shall endeavor to be done within one (1) month of the Effective Date of this
Agreement. City is a tax-exempt organization and no state or local sales taxes or federal excise taxes
shall be due pursuant to this Agreement. City shall supply Contractor with the certificate for use by
Contractor in the fulfillment of this Agreement in substantially the same form as Exhibit "C," Texas
Sales and Use Tax Exemption Certificate, which is attached and incorporated for all purposes incident
to this Agreement.
1.3. Contractor shall provide an estimate, thorough on-site inspection and written condition
report for the Artwork in an amount not to exceed SIX HUNDRED DOLLARS AND NO CENTS
($600.00),reflecting total costs.
1.4. Contractor shall be responsible for the payments of all expenses incurred that pertain to
services being performed under this Agreement, including but not limited to Contractor's services, costs
including materials, mailing/shipping charges, insurance costs, costs of all travel for Contractor and any
other subcontractors, and any additional costs for the Contractor's agents, consultants, subcontractors or
employees necessary for the proper performance of the services required under this Agreement.
1.5. Contractor shall make timely payments to all persons and entities supplying labor,
materials, services, or equipment for the performance of this Agreement. THE CONTRACTOR SHALL
DEFEND AND INDEMNIFY THE CITY AND THE CONTRACT MANAGER FROM ANY CLAIMS
OR LIABILITY ARISING OUT OF THE CONTRACTOR'S FAILURE TO MAKE THESE
PAYMENTS. Contractor shall furnish the City an affidavit certifying that all bills relating to services or
supplies used in the performance of this Agreement have been paid, attached hereto as Exhibit "D,"
Affidavit, which is attached and incorporated for all purposes incident to this Agreement.
2. TERM.
This Agreement shall commence upon the date that both the City and Contractor have executed
this Agreement ("Effective Date") and end after City makes payment to Contractor for all services
provided under this Agreement, unless terminated earlier in accordance with the provisions of this
Agreement.
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3. COMPENSATION.
The City shall pay Contractor an amount not to exceed SIX HUNDRED DOLLARS AND NO
CENTS ($600.00) in accordance with the provisions of this Agreement and the invoiced estimate, as
approved by City after proposed by Contractor, for all services performed under this Agreement,
thorough on-site inspection and written condition report of the Artwork, annotated with photo
documentation, to include a synopsis of current condition, identification of any surface damage as well
as any structural, safety or conservation concerns. Contractor shall also make recommendations for
future conservation based on the current conditions of the Artwork including travel, photography,written
condition report and written future maintenance recommendations for the Artwork reflecting total costs.
Such payment shall be made upon receipt of an invoice from Contractor. A retainer fee of up to fifty
percent (50%) is allowed for such services attached thereto. Contractor shall submit a signed invoice to
the City's Contract Manager for payment under this Agreement within fifteen (15) days of completing
services under this Agreement and include all necessary receipts. City shall compensate Contractor in
full in thirty (30) days or less after receipt of Contractor's final invoice and Contractor's satisfactory
completion of the services outlined in Section 1 of this Agreement, as determined by the City.
Contractor shall not perform any additional services for the City not specified by this Agreement unless
the City requests and approves in writing the additional costs for such services. The City shall not be
liable for any additional expenses of Contractor not specified by this Agreement unless the City first
approves such expenses in writing. Any additional cost exceptions set forth in Section lof this
Agreement that cause the total Agreement amount to exceed six hundred dollars and no cents ($600.00)
shall require an amendment to this Agreement.
4. TERMINATION.
4.1. Convenience. The City or Contractor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2. Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by the City in any fiscal period for any payments due hereunder, City will notify Contractor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever, except as to
the portions of the payments herein agreed upon for which funds have been appropriated.
4.3. Breach. Subject to Section 28 herein, either party may terminate this Agreement for
breach of duty,obligation or warranty upon exhaustion of all remedies set forth in Section 28.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date,the City shall pay Contractor for services actually rendered up to the effective date
of termination and Contractor shall continue to provide the City with services requested by the City and
in accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Contractor shall provide the City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Contractor has received access to City
information or data as a requirement to perform services hereunder, Contractor shall return all City
provided data to the City in a format deemed acceptable to the City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1. Disclosure of Conflicts. Contractor hereby warrants to the City that Contractor has
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made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's
services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of
this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing.
5.2. Confidential Information. Contractor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City as confidential and shall not disclose
any such information to a third party without the prior written approval of the City.
5.3. Unauthorized Access. Contractor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Contractor shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised, in which event,
Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate with
the City to protect such information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Contractor agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books, documents, papers
and records of the Contractor involving transactions relating to this Contract at no additional cost to the
City. Contractor agrees that the City shall have access during normal working hours to all necessary
Contractor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. The City shall give Contractor reasonable
advance notice of intended audits.
Contractor further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, or the final conclusion of any audit commenced during the said three years
have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of such subcontractor involving transactions related to the subcontract, and further
that City shall have access during normal working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Contractor shall operate as an independent contractor
as to all rights and privileges and work performed under this agreement, and not as agent, representative
or employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, Contractor shall have the exclusive right to control the details of its operations and activities
and be solely responsible for the acts and omissions of its officers, agents, servants, employees,
contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall
not apply as between the City, its officers, agents, servants and employees, and Contractor, its officers,
agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing
herein shall be construed as the creation of a partnership or joint enterprise between City and
Contractor. It is further understood that the City shall in no way be considered a Co-employer or a Joint
employer of Contractor or any officers, agents, servants, employees or subcontractors of Contractor.
Neither Contractor, nor any officers, agents, servants, employees or subcontractors of Contractor shall
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be entitled to any employment benefits from the City. Contractor shall be responsible and liable for any
and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subcontractors.
8. LIABILITY,INDEMNIFICATION,AND WARRANTIES.
8.1. LIABILITY. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY HIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION. CONTRACTOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY HIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3. WARRANTIES OF TITLE AND COPYRIGHT. Contractor represents and warrants
that:
(1) Contractor has the full power to enter into and perform this Agreement and to make the
grant of rights contained in this Agreement; and
(2) All services performed hereunder shall be performed in accordance with all applicable
laws, regulations, ordinances,etc., and with all necessary care, skill and diligence.
8.4. COPYRIGHT INFRINGEMENT. Contractor agrees to defend, settle, or pay, at its
own cost and expense, any claim or action against the City for infringement of any patent,
copyright, trade secret, or similar property right arising from City's use of the System and/or
Equipment in accordance with this Agreement. Contractor shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and to
settle or compromise any such claim,and City agrees to cooperate with it in doing so. City agrees to
give Contractor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. If the System and/or Equipment or any part thereof is held to infringe and
the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Contractor shall, at its own expense and as City's sole remedy,
either: (a)procure for City the right to continue to use the System and/or Equipment; or(b)modify
the System and/or Equipment to make it non-infringing, provided that such modification does not
materially adversely affect City; or (c) replace the System and/or Equipment with equally suitable,
compatible, and functionally equivalent non-infringing System and/or Equipment at no additional
charge to City; or (d) if none of the foregoing alternatives is reasonably available to Contractor,
terminate this Agreement and refund to City the payments actually made to Contractor under this
Agreement.
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9. ASSIGNMENT AND SUBCONTRACTING.
Contractor shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City; however, City expressly grants Contractor the
right to subcontract engineering services. If the City grants consent to an assignment, the assignee shall
execute a written agreement with the City and the Contractor under which the assignee agrees to be
bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee
shall be jointly liable for all obligations of the Contractor under this Agreement prior to the effective date
of the assignment. if the City grants consent to a subcontract, the subcontractor shall execute a written
agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to
be bound by the duties and obligations of the Contractor under this Agreement as such duties and
obligations may apply. The Contractor shall provide the City with a fully executed copy of any such
subcontract.
10. INSURANCE.
Contractor shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1. Coverage and Limits for Contractor.
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
10.2. Coverage and Limits for Contractor's Subcontracted Engineer.
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Professional Liability
$2,000,000 Each Occurrence
$1,000,000 Aggregate
10.3. General Requirements.
(a) The commercial general liability and professional liability policies shall name the City as
an additional insured thereon, as its interests may appear. The term City shall include its
employees, officers,officials, agents,and volunteers in respect to the contracted services.
(b) A minimum of Thirty (30)days' notice of cancellation or reduction in limits of coverage
shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-
payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000
Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address.
(c) The insurers for all policies must be licensed and/or 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
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City's Risk Management. If the rating is below that required, written approval of City's Risk
Management is required.
(d) Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that the Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to
this Agreement.
11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Contractor agrees that in the performance of its obligations hereunder, it will comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces
in connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws,
ordinances,rules or regulations,Contractor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Contractor, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Contractor, its personal representatives, assigns, subcontractors or successors
in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the
City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
City of Fort Worth Art Management and Planning Associates, Inc.
Attn: Jesus J. Chapa,Assistant City Manager Attn: Trey Duvall, Project Manager
200 Texas Street 285 Oneida Court
Fort Worth TX 76102-6311 Denver,CO 80220
Facsimile:(817) 392-8654
With Copy to the City Attorney
At same address
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Contractor shall, during the term of this Agreement and additionally for a
period of one (1) year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
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Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,
this provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
15. GOVERNMENTAL POWERS/IMMUNITIES.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of the City or Contractor to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Contractor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Contractor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
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22. AMENDMENTS.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City and
Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. COUNTERPARTS AND ELECTRONIC SIGNATURES.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument. A signature received via facsimile or electronically via email shall be as legally binding for all
purposes as an original signature.
25. WARRANTY OF SERVICES.
Contractor warrants that his services will be of a professional quality and conform to generally
prevailing industry standards. Contractor provides a one (1) year warranty of his System design
commencing upon completion of the installation of the System. Contractor further provides a one (1)
year warranty on all Equipment installed at the Site above and beyond any manufacturer's warranty
commencing upon completion of the installation of the System. In the event that any portion of the
System must be repaired or replaced due to ineffectiveness, defects in materials, or otherwise, Contractor
shall pay all costs of repair or replacement, including all costs of material, equipment or supplies; travel
expenses; and transportation or shipping costs for replacement material, equipment, or supplies. City
must give written notice of any breach of this warranty section within thirty (30) days from the date that
the breach was actually known to City. Upon notice to Contractor, at Contractor's option, Contractor
shall either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms
with this warranty, or (b) refund all fees paid by the City to Contractor under this Agreement. This
warranty section shall survive any expiration or termination of this Agreement.
27. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which
includes provisions addressing employment eligibility, employment verification, and nondiscrimination.
Contractor shall verify the identity and employment eligibility of all employees who perform work under
this Agreement. Contractor shall complete the Employment Eligibility Verification Form (I-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Contractor shall establish appropriate procedures
and controls so that no services will be performed by any employee who is not legally eligible to perform
such services. Contractor shall provide City with a certification letter that it has complied with the
verification requirements required by this Agreement. Contractor shall indemnify City from any penalties
or liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Contractor.
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28. INFORMAL DISPUTE RESOLUTION.
Except in the event of termination pursuant to Section 4.2, if either City or Contractor 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 the matter through this dispute resolution
process. The disputing party shall notify the other party in writing as soon as practicable after discovering the
claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons
for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the
resolution process and make a good faith effort, either through email, mail, phone conference, in person
meetings,or other reasonable means to resolve any claim,dispute,breach or other matter in question that may
arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60)
days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding
mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in
accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable
rules governing mediation then in effect.The mediator shall be agreed to by the parties. Each party shall be
liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs
of the mediation. 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. Notwithstanding the fact
that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution
process,the parties agree to continue without delay all of their respective duties and obligations under this
Agreement not affected by the dispute. Either party may, before or during the exercise of the informal
dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining
order or preliminary injunction where such relief is necessary to protect its interests.
29. TIME EXTENSIONS.
The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this
Agreement.
30. PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL.
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the
meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
Agreement, Contractor certifies that Contractor's signature provides written verification to the City
that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples thi day
of , 18.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: NAME
By:- By:
Jesus J. Chapa Trey Duvall,Project Manager
Assistant City Manager Art Management and Planning Associates,
/� / =ys�'y, Inc.
Date: L ✓ lW f [/� !+°- b� Date: 11/14/16
�+�
AT TE T: ;l`h'' Q TTEST:
By'
Mar . a er
City Secretary
�. �XAS
CONTRACT COMPLIANCE MANA s . .
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuri all performancedeporting requirements.
Name: Anne Allen
Title: Public Project Manager
APPROVE S TO FORM AND LEGALI
By:
Jessica Santang
Senior Assis nt City Attorne
ATTEST:
By:
Ma Ka se
City Secretar
Form 1295:Not Applicable
Contract Authorization:
M&C:Not Applicable
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11 of 15 CITY SECRETARY
FT. WORTH,TX
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Professional Services Agreement between City of Fort Worth and Art Management and Planning Associates Execution Copy 11/13/18
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EXHIBIT C: TAX EXEMPTION
Texas Sales and Use Tax Exemption Certification
This cerfificafe does not require a number to he veiled
Norm 004whaw,rrr IrsoercF
City of Fort Worth,Texas
200 Texas Street $17-392-8360
-Ck;-ItW zip=3.-
Fort Worth,Texas 76102
f,the purchaser namea above,claim an exemption from payment of sales and use taxes(for r"purchase of taxable
items desczibed below or on Me attached order or Irvo") from.
All Vendors
Stieee ,yes_ c1q,Stale.ZIP cmle - ,_Das tion d rte rns to be purchased or on the attached orrt,-or invoce
Ali items Purchaser I of a r,-,=r
Purchaser diums fts exemption frac the following resgan
MuNcalt ty,C-A)rvernmental Enfi
I understand*hat!will be liabe for paymem of ai,state&--d local sages v use taxes ve-tv-,Tay becorre due Im,failure to corky ef1h
tt,e vro"crs of the Tax Code anCior all acphcab4e 6-w
I understandtha:dria ar6iremption cerifficate to the sel*rf�taxabk iMmni'hat 1know,afft
vvilt be usedin a manru--r otherlhar Mat expressedmiNs cernftafe, t#wcftnsernjywVe
from a Clau G ftsden*aw to a felony of the seconC
o4w
AZ Finance 0;rvcto46CF0 5*/W AY8
N07E' This ceMfic-we cannot be issued for tie purchase,lease,or reryW of a n)0101 VOC*
THIS CERTW4"TE DOES NOTREOURE A NUMBER TO BE VALID.
Sales and Jse 7ax'Exemption Nirnberr.'or'Tax ExerMr Nurnbers ooncrt exert
This certificate should be furnished to the supplier.
Do DZ send the completed certificate to the Comptroller of Public Accourrts.
Professional Services Agreement between C4 of Worth and Art Management and Planning Associates Execution Copy 11/13/18
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EXHIBIT D: AFFIDAVIT
AFFIDAVIT OF BILLS PAID
Date:
Affiant(Artist):
Purchaser(City of Fort Worth):
Property(Artwork Site):
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 design,engineering,purchase, and installation of Equipment for the System at
the Site pursuant to the contract executed between Affiant and the City of Fort Worth(City Secretary
Contract Number ). 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(as listed in contract):
SUBSCRIBED AND SWORN TO before me,the undersigned authority, on this the
day of ,20_
Notary Public, State of Colorado
Print Name
Commission Expires
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EXHIBIT E
PROPOSAL
23MPa
ant swprrnr a
ART MANAGEMNET AND PLANNING ASSOCIATES
contact:
Tray Duvall,Project Marmger
t970l 7ss-sow
treyartmsnageplan.com
Assessment and Condition Report:
Public Art Acquisition-Vase with Mine Flowers by James Surts
for the Arts Council of Fort Worth and Tarrant County
Project Cost:
$270- Estimated 7hrs drive time(return trip)Denner to Carbondale including mileage
and fuel
$250- Onsite assessment and artwork condition inspection,written report to Arts
Council of fort Worth and Tarrant County
$S20- Total
AMPA will provide the Arts Council of Fort Wath and Tarrant County with:
• A thorough inspection and written condition report of Vase with Nine Flowers
by artist lames Suras.All report items will be annotated with photo
documentation.
• Condition report to Include a synopsis of current condition,identification of
any damages,scratches,or other surface anomalies,as well as any structural,
safety,or conservation concerns.
• Recommendations for future conservation based on the current condition of
the artwork.
• AMPA agrees to provide the Arts Council of Fort Worth and Tarrant County
with a written rept no more than 3 business days from time of inspection.
AaouT AMPA
In business for 32 years,AMPA excels in hung communities,companies and artists
place and manage public and fine art collections.Our team has stxvessfuly completed
over 200 public art projects,including concept development,artist and design
selection,fabrication,installation and the care and maintenance of these assets.
AMPA has provided consultation,fabrication,and conservation services to a range of
municipalities and institutions including:
• Ctyfford Stilt Museum • Denver Arts and Venues
• Deriver Botanic Gardens • Susan Cooper,public artist
• City of Aurora • Mario Echevarria,public artist
• City of Longmont • Town of Vail
• City of Lafayette • Arvada Center
• Museum of outdoor Arts
1
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