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HomeMy WebLinkAboutContract 51974 CITY SECRETARY CONTRACT NO. 512 I LL PROFESSIONAL SERVICES AGREEMENT BETWEEN TEXAS HISTORICAL AND ANCESTRY RESEARCHERS 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 TEXAS HISTORICAL AND ANCESTRY RESEARCHERS (the "Contractor"), a Sole Proprietorship, located at P.O. Box 122058, Arlington, TX 76012 and acting by and through Gayle Hanson, its duly authorized Owner, 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.("Arts Council") to manage this Agreement on its behalf. The Contract Manager shall act through its designated Public Art Collection Manager("Contract Manager"). CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A—The Kiosks 3. Exhibit B—Contractor's Proposal 4. Exhibit C—License Form 5. Exhibit D—Texas Sales and Use Tax Exemption Certificate 6. Exhibit E—Compensation and Payment Schedule 7. Exhibit F—Insurance Waiver 8. Exhibit G—Affidavit 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. 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. Contractor hereby agrees to provide the City with professional services as outlined in this section and Exhibit"B,"Contractor's Proposal. 1.2. City owns three brick kiosks, as detailed in this section and Exhibit "A," Kiosks, on the public right-of-way at the Polytechnic/Wesleyan Urban Village located between 2700-3200 East Rosedale Street ("Site") which feature rose reliefs designed and fabricated by Artist Donna Dobberfuhl ("Artist'). The Artist's original design recommends six interpretive plaques, two per kiosk, each displaying an image and contextual information about community history at various time periods, installed on the blank sides of each kiosk. City has identified and approved five photographs from various local archives and collections. O 1.3. City wishes Contractor to commence research to identify a sixth p to rah celebrating OFFICIAL REi 0 e�� Pr fessional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for CIN SECRETARY` Research and Writing ServicesShu n Co 1/24/18 ` 1of18 Vf T) African American history in the community("Work"). Contractor will attempt to find multiple images for stakeholder review and agrees to provide basic information to support the submitted images. Contractor agrees to provide City with an executed License for each photograph or provide contact information to City for such purposes in substantially the same form as Exhibit"C"License Form. 1.4. City wishes Contractor to establish information regarding provenance, date of image, location information, names of people featured(as possible), and any contextual information to define the image and create a narrative thread between the collection of all images. 1.5. Contractor agrees to draft language up to 150 words for each plaque that describes the general aspects of people or activities represented in the photograph and historic context. 1.6. 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"D,"Texas Sales and Use Tax Exemption Certificate. 1.7. Additional services, supplies, rentals, or deliverables must be approved in writing in advance of performance. Contractor will only be compensated for any such additional services or reimbursed as agreed to by the parties. 1.8. Contractor shall be responsible for the payments of all expenses incurred that pertain to services being performed under this Agreement. 1.9. Contractor shall make timely payments to all persons and entities supplying labor, materials, services, or equipment for the performance of this Agreement. 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"G,"Affidavit. 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. 3. COMPENSATION. The City shall pay Contractor an amount not to exceed ONE THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS($1,500.00) in accordance with the provisions of this Agreement, Exhibit B, and Exhibit E. If any conflict exists between this Agreement, Exhibit B, and Exhibit E, the terms of this Agreement shall control followed by Exhibit E, then Exhibit B. Payment from the City to the Contractor shall be made on an invoice basis following receipt of a signed invoice with adequate deliverables provided at submission of invoice, all in form acceptable to 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. Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 2of18 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 27 herein, either party may terminate this Agreement for breach of duty,obligation or warranty upon exhaustion of all remedies set forth in Section 27. 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 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 Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 3of18 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 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 AND INDEMNIFICATION. 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 KIND 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 KIND 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. Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 4of18 8.3. 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 Work in accordance with this Agreement. So long as Contractor bears the cost and expense of payment for claims or actions against City pursuant to this section, Contractor shall have the 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; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Contractor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City 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; however, Contractor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Contractor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Contractor's duty to indemnify City under this Agreement. If the Work 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 Work; or (b) modify the Work to make it non-infringing, provided that such modification does not materially adversely affect City; or (c) replace the Work with equally suitable, compatible, and functionally equivalent non-infringing Work 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. 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 a waiver of insurance,attached as Exhibit"F." 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 Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 5of18 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 Texas Historical and Ancestry Researchers Attn: Jesus J.Chapa,Assistant City Manager Attention Gayle Hanson 200 Texas St. P.O. Box 122058 Fort Worth TX 76102-6311 Arlington,TX 76112 Facsimile:(817)392-8654 With Copy to the City Attorney at same address,and Martha Peters, Director of Public Art Arts Council of Fort Worth 1300 Gendy Street Fort Worth TX 76107 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 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. Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 6 of 18 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. 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 Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 7 of 18 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. 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. 26. IMMIGRATION NATIONALITY ACT. Contractor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 27. 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 Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 8 of 18 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. 28. ISRAEL. Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. 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. 29. TIME EXTENSIONS. The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this Agreement. )Sr IN T ESS WHEREOF, the parties hereto have executed this Agreement in multiples this.) day of , 2019. ACCEPTED AND AGREED: CITY OF FORT W TH: TEXAS HISTORICAL AND ANCESTRY RESE RCHERS By: By: i • 1. Jesus J.Chapa V Gay anson Assistant City Manager OwiYer � Date: �� Dater' /sLo�9 tv OFFICIAL RECORD CITY SECRETARY FT. WORTH, YX Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 9of18 CONTRACT AUTHORIZATION: M&C: N/A APPROVED AS TO FORM AND LEGALITY: By:_ Jessicasg Seniorrssist4city Attorney Form 1295:NA CONTRACT COMPLIANCE MANAGER: By signing,I acknowledge that I am the person responsible for the I g and administration of this contract,including ensuring ormance and r ' g requirements. Jenn er Com&Nblic Art Collection Manager A Council of Fort Worth A7CTES "}®� 7 f 0 � r By: Ma J. Kayse City Secretary q Y •�-Py OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Exeootlon Copy 1/24/18 10 of 18 EXHIBIT THE , SKS Kiosks are located at ulMr� ■�+�s�� 111 3018, d: i76015 Professional Services Agroemnt between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution ., EXHIBIT B CONTRACTOR'S PROPOSAL pr) MT t2MN l�rgir 5rc Haw,c AcGu,�tao.'Fyar'44t2-B6SR 1 L.rnMttsitiet��� (81'11'e•tGi6 V1s.Jcany Corm Public Ari rralecLirm&Spmidl Pnojt:rls Manapt Art%UmLncil 4tf Vad Wmlb 1300 t.imdy Sheet Fort a orth.Tcaas 75103 Ra rort Wurth Public Aru:Pnoj=un Ro"Ulc Smut Dwr us.Cann: ?hank you for 1ho. upMiuzdty to pruvidc you %ith a quote for mearch smaces. it k my un4a^ela.&S that.I will be ptovidinS histo ical information for sis int-rctnr,plaques on brick kh-A,s;that line the Rmm&le Sizw M=ly wean Crum Tow.Wcalcytm Wwasity. I will ws ar&jadba data,and caatpile a-wimary of inK3nnat mt fin life kiubks.Snunxa Iu be ummilml includc the+Tctn Wesloyan tTnivcrsitr Wcst Libv&M Yart Worth Public Lbtary:.the TamAnI. aunty AnNvL%nr.*4wptx's,cc sus to ands,Ar=stry.com plwtogrupbs,and scoondarp niuncm t will pmvkic it wwkly vtxhtl ur Mrklen rWwt army f tusup. I Vopos.to dnt=apq=imatcly 40 hours of A-Aan h,not to cxL*A a mw-month MicK1 ki this c Irm wifhn ut ftrrth a euthotvatim Mr airs Is$34 per hour. The tonal puoject cost will be S l.240. Thank ycm foe pur corA&riug me fur llria Itiswrival pnujeel,aryl i hook fiwwwd to Ihu TKM41 ility d wad tag with pa. $inu�+el Y. Gar .W.Branson gh Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 12 of 18 EXHIBIT C LICENSE PHOTO RELEASE AND LICENSING AGREEMENT This Photo Release and Licensing 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 (the "Owner"), located at and acting by and through its duly authorized 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. The Contract Manager shall act through its designated Public Art Collection Manager("Contract Manager"). CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement 2. Exhibit A—The Photograph 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. The term "Owner" shall include its officers, agents, employees, representatives, servants, contractors, subcontractors,heirs,as the case may be. The term"City"shall include its officers,employees,agents,and representatives. The City owns three brick kiosks located on the public right-of-was at the Polytechnic/Wesleyan Urban Village located between 2700-3200 East Rosedale Street("Site")which feature rose reliefs designed and fabricated by Artist Donna Dobberfuhl. The Artist's original design recommends six interpretive plaques, two per kiosk, each displaying an image and contextual information about community history at various time periods, installed on the blank sides of each kiosk ("Project"). Owner is the owner of the Photograph depicted in Exhibit A("Photograph"),and Owner desires to allow City to use the Photograph for the Project. The parties enter into this Agreement for the City's use of the Photograph. For and in consideration of(a ),the sufficiency of which is hereby acknowledged,the Photographer hereby grants to City a worldwide, exclusive, perpetual, irrevocable, royalty-free right to reproduce, distribute, display publicly, perform, transmit, broadcast, make, use, sell, and create derivative works based upon, or otherwise exploit, the Photograph in any medium or manner and all fields of endeavor related to the Project. As part of, and in addition to, the rights granted herein, City, at its sole discretion, has the option to alter, modify and otherwise transform the photograph(s) for the purposes of translation into the medium and to fit within the dimensions of the Project Site. As part of, and in addition to, the rights granted herein, the Photograph may be reproduced in conjunction with this Project for publicity, print,exhibition,or electronic media purposes. The City will make a good faith effort to credit the Owner by photographic title, date, photographer's name, and Owner's name, as appropriate, on the final plaque and any publicity, print, exhibition, or electronic media regarding the Project and as long as Owner provides such information to City. However, nothing contained herein shall obligate the City to install a plaque with any specific language. Owner represents and warrants that: (1) s/he has full power and authority to enter into this Agreement, including the granting of the rights herein conferred; and (2) the Photograph does not infringe any statutory or common-law copyright, does not contain matter that is obscene or otherwise unlawful, does not violate any right of privacy or publicity, or otherwise violate any law or any person's personal or property rights. OWNER WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY AND ITS OFFICERS,AGENTS, EMPLOYEES,SERVANTS,AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL ALLEGATION, CLAIMS, AND CAUSES OF ACTION Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 13 of 18 (WHETHER REAL OR ASSERTED),COSTS,FEES,AND EXPENSES(INCLUDING,BUT NOT LIMITED TO, ATTORNEY'S FEES), LOSSES, DAMAGES, JUDGMENTS, AND LIABILITIES ARISING FROM OR RELATING TO A BREACH OR ALLEGED BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN. Owner hereby releases any and all claims and causes of action that it has or may have against the City and its officers, agents, employees, servants, and representatives arising out of or in any way relating to the City's use of the Photograph for the Project. Except as otherwise stated herein, the Owner shall retain all rights under the Copyright Act of 1976, 17 U.S.C. Section 101 et seq., as the sole owner of the Photograph for the duration of the copyright. By execution of this Agreement, the City is not obligated to use the Photograph and may choose in its sole discretion to not use the Photograph for the Project. The City is not responsible for maintain the Photograph incorporated into the Project in any specific manner, and Owner shall have no claim against the City for failure to use the Photograph or for failure to maintain the Photograph as finally incorporated into the Project. City will not use the Photograph for any other Project without further licensing agreements. Owner shall not hold the City liable or responsible for any third-party infringement of Owner's copyright and the City shall not be responsible for protecting the intellectual property rights of the Owner. OWNER Signature Printed Name Date Address: CITY OF FORT WORTH Jesus J.Chapa,Assistant City Manager Date: Contract Compliance Manager: By signing,I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Name: Title: APPROVED AS TO FORM AND LEGALITY By: Jessica Sangsvang,Sr.Assistant City Attorney Form 1295:N/A ATTEST: Mary J.Kayser City Secretary M&C:N/A Professional Services Agreement between City of Fon Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 14 of 18 EXHIBIT D -Me mme fa.w W MMA-130 Texas Sales and Use Tax Exemption Certification This certificate does not require a number to be valid. Na:za of PVd%&W,ami or agency City of Fort Worth,Texas Address($bast d nwnbw,,P.O.Box orfto numbed Phone(uee code andmsnber) 200 Texas Street 817.3924360 crty sure.ZIP Code Fort Worth,Texas 76102 t,the purchaser named above,claim an exemption from payment of sales and use taxes(for the purchase of taxable items described below or on the attached order or invoice) from: Seller: AN Vendors Street address: Gly,State,ZIP code: Description of items to be purchesed or on the attached order or invoice: Ali items. Purchaser acknowledges that this Certificate cannot be used for the purchase,lease or rental of a motor vehicla- Purchaser claims this exemption for the following reason: Municipality,Governmental Entity I understand that I will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with the provisions of the Tax Code and/or all applicable law, runderstandbWgisecriminaroNensetoprveanexonWdoncertficafetothesellenbrtaxabfeitemsNratiknow,arthe&ft01ptat hale, wObeusedbion vArwodwrthandWexpmswdinMoerditWe.anddepstx tgonlheam4wNoffaxevadd4"0fi naemaYrange from a Class C misdemeanor to a Many of On second degree. Pucchaaerb hero 0 73N"q / Finance Dhector/CFO NOTE: This certificate cannot be issued for the purchase,base,or rental of a motor vehicle. THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VAUD. Sates and use Tax-Exemption Numbers"or'Tax Exempt'Numbers do rot exist. This cerWficats should be furnished to the supplier. Do ng sand tM completed oertif ou to the ComptroNer of Public Accounts. Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 15 of 18 EXHIBIT E COMPENSATION AND PAYMENT SCHEDULE 1. Compensation. a. The City shall pay Contractor an amount not to exceed one thousand, five hundred, dollars and no cents ($1,500.00) for all services performed under this Agreement in accordance with the provisions of this Agreement, subject to the additional cost exceptions that may be agreed to pursuant to this Agreement. Any additional cost exceptions s that cause the total Agreement amount to exceed one thousand, five hundred,dollars and no cents($1,500.00)shall require an amendment to this Agreement. b. Contractor will bill City a rate of$30.00 per hour for only the actual hours worked and only up to forty (40) hours. If Contractor exceeds forty (40) hours, Contractor will only be paid for the additional hours if agreed to in writing by City. c. Contractor shall be responsible for all materials, any other supplies, and shipping and handling(collectively "Items") ordered by Contractor unless agreed to in writing by City before the Items are ordered. Contractor will not bill City for tax pursuant to Contractor's use of Exhibit D as outlined in section 1.6 of this Agreement. d. Any additional expenses not outlined in this Agreement or exhibits incurred by Contractor must be approved in writing by City before being added to the invoice submitted to the City upon completion of services under this Agreement. 2. Payment Schedule. a. Compensation for all of Contractor's services performed pursuant to this Agreement shall be made on an invoice basis. b. 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 any necessary receipts. c. City shall compensate Contractor in full in thirty (30)days or less after receipt of Contractor's final invoice and all deliverables. Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 16 of 18 EXHIBIT F INSURANCE WAIVER Waiver,Indemnity, and Release of Liability I represent that I am extending my services as an independent contractor under Agreement for Professional Services between the City and myself, a contract for the provision of historical research services to produce a Work as outlined in this Agreement and the Contractor's Proposal ("Project"), and hereby accept all risk of my injury that may result from the Project, and I hereby FOREVER RELEASE AND WAIVE all claims against the Arts Council and the City, its departments, its officers, agents and employees, for any and all liability, including injuries, death or property damage from my participation in and work related to this Agreement, whether caused by the alleged acts of commission, omission, negligence, intentional act or fault of(i) the City, its departments, its officers, servants, agents or employees, or otherwise; (ii) the Arts Council; or (iii) me. This waiver and release is intended to release and forever discharge the Arts Council and the City, its departments, its officers, servants, agents and employees from any and all claims, actions, causes of action, damages, losses or expenses, including attorney's fees, whether real or asserted, of every kind or character, arising out of my participation in and work on the Project. I understand that this waiver and release is not a waiver of the City's immunity under the Texas Tort Claims Act. I FURTHER AGREE TO INDEMNIFY AND DEFEND THE ARTS COUNCIL AND THE CITY AND HOLD THE ARTS COUNCIL AND THE CITY HARMLESS FROM ALL CLAIMS, TOGETHER WITH ALL COSTS, EXPENSES, AND LEGAL FEES IN DEFENDING ALL CLAIMS DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO THIS AGREEMENT. THIS INDEMNITY PROVISION (INCLUDING, WITHOUT LIMITATION, INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES) IS SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED OR PROVED THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED AS A WHOLE OR IN PART BY ANY ACT,OMISSION,NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER CONDUCT WHATSOEVER OF THE ARTS COUNCIL OR THE CITY. Name Date STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on ,2019 by NOTARY PUBLIC,STATE OF TEXAS Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 17 of 18 EXHIBIT G AFFIDAVIT OF BILLS PAID Date: Affiant(Contractor): Purchaser(City): Property: Affiant on oath swears that the following statement is true: Affiant has paid each of Afftant'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: SUBSCRIBED AND SWORN TO before me,the undersigned authority,on this the day of .20—. Notary Public,State of Texas Print Name Commission Expires Professional Services Agreement between City of Fort Worth and Texas Historical and Ancestry Researchers for Research and Writing Services Execution Copy 1/24/18 18 of 18