HomeMy WebLinkAboutContract 54007 A CITY SECRETARY
CONTRACT NO. 54OO�
;�1�:1 202o PROFESSIONAL SERVICES AGREEMENT
0 S�� A FOR ART SERVICES FOR THE
FORT WORTH PUBLIC ART COLLECTION
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by
and through Fernando Costa, its duly authorized Assistant City Manager, and DISPLAYS, LLC D/B/A
DISPLAYS FINE ART SERVICES, ("Contractor"), and acting by and through Pamela Suggs, its duly
authorized General Manager, each individually referred to as a"party" and collectively referred to as the
"parties." The City of Fort Worth has designated the Arts Council of Fort Worth and Tarrant County, Inc.
("Contract Manager),to manage this Agreement on its behalf.
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, City provides oversight and funding to maintain artworks created through the
program; and
WHEREAS, on May 21, 2020, the Contract Manager conducted an informal request for
qualifications seeking individuals or firms to provide as-needed professional services to assist in
maintaining the value, integrity, and authenticity of public artworks included in the Fort Worth Public Art
Collection("Collection"); and
WHEREAS, Contractor is an established firm providing professional art related services,
including transportation, large installation/de-installation, exhibition installation, minor cleaning and
repairs,and installation consultation; and
WHEREAS, Contractor submitted a response and was selected to provide non-exclusive
professional art services on an as-needed basis; and
WHEREAS,City and Contractor wish to enter into an agreement to have such services provided for
the Collection.
NOW,THEREFORE,City and Contractor for and in consideration of the covenants and
agreements hereinafter set forth,the sufficiency of which is hereby acknowledged, agree as follows:
The Agreement documents shall include the following:
1. This Professional Services Agreement:
2. Exhibit A—Service Delivery Order;
3. Exhibit B—Contractor's Rate and Fee Schedule;
4. Exhibit C—Texas Sales Tax and Local Sales Tax Exemption Certificate; and
5. Exhibit D—Verification of Signature Authority Form.
FOFTFY�CUAL RE(CCOR
��RY SECRET
Professional Services Agreement between City of Fort Worth and Displays,LLC FT WORTH, TX
All exhibits are attached hereto and incorporated herein and made a part of this Agreement for all purposes.
In the event of any conflict between the terms and conditions of any exhibit and the terms and conditions
set forth in the body of this Agreement,the terms and conditions of this Agreement shall control.
1. SERVICES.
1.1 Service Deliver—Contractor shall fully provide, or cause to be provided,with good
faith and due diligence, professional art services for the Fort Worth Public Art Collection
(FWPA Collection) in accordance with the terms of this Agreement ("Services"). The
Services shall be based on the Public Art Annual Work Plan, as approved annually by the
Fort Worth City Council as part of the City's agreement with the Contract Manager for
administration of the public art program, and on a non-exclusive and as-needed basis at the
direction of the Contract Manager. All Services shall be carried out in accordance with
fully executed Service Delivery Orders, an example of which is attached as Exhibit A—
Service Delivery Order, which shall more specifically describe the Services to be
provided and any additional terms and conditions set forth in such addenda related to the
Services.
1.2 Contractor shall provide all supplies, materials, and equipment necessary to provide
deliverables and the Services required unless otherwise agreed to by the parties, in writing,
in advance of the Services.
1.3 Existing conditions hidden or concealed and not available for reasonable visual observation
discovered during the performance of the Services will be reported promptly to the
Contract Manager prior to commencing any further Services.
1.4 Upon request by the Contractor, the City may furnish all information, materials and
assistance required by the Contractor to perform the Services to the extent that such
materials and assistance are necessary and available.
1.5 Contractor, individually and through its approved subcontractors, shall take all necessary
precautions to protect and preserve the FWPA Collection. If City determines, in its sole
discretion, that Contractor or the Contractor's subcontractors have damaged the FWPA
Collection, then City shall inform Contractor, in writing, of the damage. Contractor, at its
own expense, shall have thirty(30) days from receipt of City's written notice to repair the
damage to the FWPA Collection to the satisfaction of City and at no charge to City. If
Contractor fails to repair the damage to the satisfaction of City within thirty(30)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 or future payment due
to Contractor under this Agreement, which shall be in addition to any and all other rights
and remedies available to City at law or in equity.
2. TERM.
This Agreement shall begin on June 15,2020("Effective Date")and shall expire on September 30,
2021 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
City shall have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions,for up to four(4)one-year renewal options, at City's sole discretion.
3. COMPENSATION.
City shall pay Contractor the hourly rates of Contractor personnel who perform specific services
under this Agreement in accordance with the provisions of this Agreement and Exhibit B—Contractor's
Rate and Fee Schedule. Total payment made under this Agreement for the first year by City shall be in
an annual amount not to exceed FIFTY THOUSAND DOLLARS AND NO CENTS ($50,000.00).
Professional Services Agreement between City of Fort Worth and Displays,LLC
Contractor shall not perform any additional services or bill for expenses incurred for City not specified by
this Agreement unless City requests and approves in writing the additional costs for such services. City
shall not be liable for any additional expenses of Contractor not specified by this Agreement unless Contract
Manager first approves such expenses in writing.
3.1 Services outlined in this Agreement and subsequent Service Delivery Orders are based on
hourly rates in accordance with Contractor's Rate and Fee schedule, plus reasonable
expenses, approved in advance by the Contract Manager, and supported with receipt of
documentation at invoicing, with total fee including, but not limited to, all reimbursable
expenses.
3.2 Additional services, supplies, rentals, or deliverables must be approved by the Contract
Manager in writing in advance of performance,and the Contractor will be compensated for
any such additional services or reimbursables as agreed to by the parties.
3.3 Payment from City to Contractor shall be made on an invoice basis for Services rendered
following receipt by Contract Manager from Contractor of a signed invoice. The invoice
shall be submitted to Contract Manager no later than the 15th day following the end of each
month. If the Contract Manager requires additional reasonable documentation, it shall
request the same promptly after receiving the above-described information, and the
Contractor shall provide such additional reasonable documentation to the extent the same
is available.
3.4 The City is a tax-exempt organization and no state or local sales taxes or federal excise
taxes shall be due. The City shall supply the Contractor with the "Texas Sales Tax and
Local Sales Tax Exemption Certificate" in substantially the same form as that attached
hereto and incorporated herein as Exhibit C for use by the Contractor in the fulfillment of
this Agreement.
3.5 The Contractor shall be responsible for the payments of all expenses that are incurred
during the performance of this Agreement,including,but not limited to,services,materials,
mailing/shipping charges and insurance on submissions to the Contract Manager, cost of
all travel, and costs for the Contractor's agents, consultants, and/or employees necessary
for the proper performance of the Services required under this Agreement.
3.6 In the event of a disputed or contested billing, only the portion being contested will be
withheld from payment, and the undisputed portion will be paid. Contract Manager will
exercise reasonableness in contesting any bill or portion thereof.No interest will accrue on
any contested portion of the billing until the contest has been mutually resolved.
3.7 For contested billings, the City shall make payment in full to Contractor within sixty(60)
days of the date the contested matter is resolved.
3.8 Contractor shall make timely payments to all persons and entities supplying labor,
materials,or equipment for the performance of this Agreement.CONTRACTOR SHALL
DEFEND AND INDEMNIFY THE CITY AND CONTRACT MANAGER FROM
ANY CLAIMS OR LIABILITY ARISING OUT OF THE CONTRACTOR'S
FAILURE TO MAKE THESE PAYMENTS.
4. TERMINATION.
4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any
reason by providing the other party with thirty(30)days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by 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
Professional Services Agreement between City of Fort Worth and Displays,LLC
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Contractor for services actually rendered up to the effective date of
termination and Contractor shall continue to provide City with services requested by 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 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 City in a
machine-readable format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Contractor hereby warrants to 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 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 City("City Information")as confidential and shall
not disclose any such information to a third party without the prior written approval of 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 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 City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Contractor agrees that 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(3) years, have access
to and the right to examine at reasonable times any directly pertinent books,documents,papers and records,
including, but not limited to, all electronic records, of Contractor involving transactions relating to this
Agreement at no additional cost to City. Contractor agrees that 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. City shall give Contractor
reasonable advance 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 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, consultants and
subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as
between City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees,
Professional Services Agreement between City of Fort Worth and Displays,LLC
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
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 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,INCL UDING
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 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANYAND ALL CLAIMS OR LAWSUITS
OF ANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S
BUSINESSAND ANYRESULTING 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.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assi ng ment. Contractor shall not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of Contract Manager. If City grants consent
to an assignment,the assignee shall execute a written agreement with City and Contractor under which the
assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor
and Assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the
effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,subcontractor shall execute a written
agreement with Contractor referencing this Agreement under which subcontractor shall agree to be bound
by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply.
Contractor shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Contractor shall provide City with certificate(s)of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
Professional Services Agreement between City of Fort Worth and Displays,LLC
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Contractor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name 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) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to 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,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) 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 Risk Management. If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with any
work pursuant to this Agreement.
Professional Services Agreement between City of Fort Worth and Displays,LLC
11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Contractor agrees that in the performance of its obligations hereunder, it shall 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 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 CITY AND HOLD 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:
To CITY: To CONTRACTOR:
City of Fort Worth Displays,LLC
Attn:Fernando Costa,Assistant City Manager Pamela Suggs, General Manager
200 Texas Street 626 100h Street
Fort Worth,TX 76102-6314 Arlington, Texas 76011
Copies to:
Matthew Murray, Office of the City Attorney
200 Texas Street,Fort Worth,TX 76102-6314
Martha Peters, Arts Council of Fort Worth &
Tarrant County, Inc.
1300 Gendy Street,Fort Worth,TX 76107
14. SOLICITATION OF EMPLOYEES.
Neither City nor Contractor shall, during the term of this Agreement and additionally for a period
of one 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.
Professional Services Agreement between City of Fort Worth and Displays,LLC
is. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers'or immunities.
16. NO WAIVER
The failure of 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 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.
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 its exhibits.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
Professional Services Agreement between City of Fort Worth and Displays,LLC
23. ENTIRETY OF AGREEMENT.
This Agreement, including its exhibits, contains the entire understanding and agreement between
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.
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.
25. WARRANTY OF SERVICES.
Contractor warrants that its services will be of a high quality and conform to generally prevailing
industry standards.City must give written notice of any breach of this warranty within thirty(30)days from
the date that the services are completed. In such event, at Contractor's option, Contractor shall either (a)
use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,
or(b)refund the fees paid by City to Contractor for the nonconforming services.
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. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Contractor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product,
and all copies thereof, and in and to the copyright, patent,trademark,trade secret, and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of City.
Professional Services Agreement between City of Fort Worth and Displays,LLC
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by any authorized representative of Contractor whose name,title and signature is affixed
on the Verification of Signature Authority Form, which is attached hereto as Exhibit "13". Each party is
fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Contractor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Contractor or
authorized official must sign the letter. A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation such as an updated W-9, documents filed with the
state indicating such change,copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Contractor has fewer than 10 employees or this Agreement is for less than$100,000, this
section does not apply. 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 contract, 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 contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of ,20_.
Professional Services Agreement between City of Fort Worth and Displays,LLC
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
Fernando Costa CONTRACT COMPLIANCE MANAGER:
Assistant City Manager By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
contract,including ensuring all performance and
Date: G 10/2�z� reporting requireme
APPROVAL RECOMMENDED By;
By: Je ifer Conn
Martha Peters PVts
rt Collection Manager
Director of Public Art Ancil of Fort Worth&Tarrant
Arts Council of Fort Worth&Tarrant C , Inc.
County, Inc.
APPROVED AS TO FORM AND LEGALITY:
ATTEST: By: �✓/� reur7'r� G
Matthew Murray
By: Assistant City Attorney
Mary J.Kayser
City Secretary CONTRACT AUTHORIZATION:
M&C: No M&C Required
CONTRACTOR:
DISPLAYS,LLC ATTEST:
By: 8A L5- i By:
Pamela Suggs Name: Crain Kember
General Manager Title: FWPA Account Manager
Date: 6/8/2020
®FFICIA.P. REC() lj
CITY SECRETARY
FT. WORTHS A
Professional Services Agreement between City of Fort Worth and Displays,LLC
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By:
Fernando Costa CONTRACT COMPLIANCE MANAGER:
Assistant City Manager By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
contract,including ensuring all performance and
Date: !s�o%Za,Zo reporting requireme
APPROVAL RECOMMENDED By;
By: Je ryl
ifer Conn
Martha Peters Nblic Collection Manager
Director of Public Art Afts 96uncil of Fort Worth&Tarrant
Arts Council of Fort Worth&Tarrant C6tdity, Inc.
County,Inc.
APPROVED AS TO FORM AND LEGALITY:
ATTEST: By;
` Matthew Murray
By: °`, ` 6` Assistant City Attorney
r J. a j> �� �
City Secretary - :T "51 CONTRACT AUTHORIZATION:
M&C: No M&C Required
......
CONTRACTOR
DISPLAYS,LLC ATTEST:
By: tloaj- ¢ S� By: cta4
Pamela Suggs V VName: Craig kember
General Manager Title: FWPA Account Manager
Date: 6/8/2020
OFFICIAL RECORD
CITY SECRETARY
FT: 'WORTH, TX
Professional Services Agreement between City of Fort Worth and Displays,LLC
EXHIBIT A
SERVICE DELIVERY ORDER
SERVICE DELIVERY ORDER TO VENDOR SERVICES AGREEMENT CSC
BETWEEN DISPLAYS,LLC.AND THE CITY OF FORT WORTH FOR PROFESSOIONAL
ART SERVICES FOR THE FORT WORTH PUBLIC ART COLLECTION
Multi-Year Vendor Services Delivery Order
This Multi-Year Vendor Services Delivery Order form shall be governed by all the terms and conditions
of the agreement referenced below.The Agreement sets forth that Services to be provided shall be based
on the Fort Worth Public Art Annual Work Plan and on an as-needed basis as determined by Contract
Manager in accordance with this Vendor Services Delivery Order.
Sponsoring(Client)Department: Planning&Data Analytics
City Secretary Contract Number: City Secretary Contract Number
Delivery Order Number:
Project Name:
Professional Services Firm: Displays LLC.
Date of Contract:
Delivery Order Date:
City's Contract Manager: Arts Council of Fort Worth and Tarrant County,Inc.
Treatment Request attached hereto:
Scope of Work and fee proposal per Displays,LLC letter dated May 11,2020
Subject: PROJECT(attached).
Fund/Account/Center No.:
Notice to Proceed Date for this Delivery Order:
Completion Date for this Delivery Order:
CITY OF FORT WORTH: Displays,LLC.
By: By: loCm,4,& Zu,LLt-L
Fernando Costa Pamela Suggs
Assistant City Manager General Manager
Date: 6�1 01zv10 Date: 6/8/2020
Professional Services Agreement between City of Fort Worth and Displays,LLC
EXHIBIT B
RATE AND FEE SCHEDULE
D
DISPLAYS
LINF ART FFIiVif'FC
May 11"',2020
Displays Fine ArtSer*m RateScherdule
Labor Rates
Hourly Rate-$70.00 per hour,per art handler
After Hours Rate-$95.00 per hour,per art handler for weekend labor and outside of no>mal business
hours(Before 8AM and after 5PM).
Holiday Rate-$140-00
(Please note—There is a four(4)hour minimum required for a8erhows and holiday rates).
Administration Rates
This is based on the size,scope and cast of the project ranging from a 5%to 10•/o markup-
Storage Rates
Storage rates are charged per square foot per month as follows:
Exterior-$1.50/squeare foot with a height surcharge of$1.50/foot for every additional 66'of height,
with multiples thereof_
Indoor Non-Climate Control-$1.75/square foot with a height surcharge of$1.75/1L for every 66"of
height;with multiples thereof.
Indoor Climate Control-$3.50/squae foot with aheight surcharge of$3.50/fL for every 66"of height,
with multiples thereof_
All storage accounts carry a minimum monthly charge of$100.00_ A credit card or wire transfer
authorization must be on file in order to open a storage account for automatic monthly payment
Shuttle Rates
Our shuttle costs are based onmhmcrous factors including current fuel costs,mileage,hotet/per diem for
the drivers,square footage,etc. In order to provide an estimate,we will need to know packed
dimensions(H x L x W)of each piece,medium,condition,transit orientation requirements,delivery
location and any special considerations that must be attended by the art handlers.
Insurance
Storage and transit insurance is available to purdhase. A quote can be provided if requested. There is a
minimum$1000.00 policy deducible associated-
Terms of Payment
Upon receipt of invoice,payment is due in thirty(30)days. There is a 2%interest per mordh for past
due balances.
626 1061h Street ArMigion,TX 76011 Ph: S17.385.4433 Pity 817385.3949
www.dl spl ity sins.cot"
Professional Services Agreement between City of Fort Worth and Displays, LLC
EXHIBIT C
TEXAS SALES TAX AND LOCAL SALES TAX EXEMPTION CERTIFICATE
@=01-339(lWk)
=(Re 9.0716)
TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION
Name of purchaser,flrm or agency
City of Fort Worth,Texas
Address(Street&number,P.O.Box or Route number) Phone(Area code and number)
200 Texas Street 817-392.8360
City,Slate,ZIP code
Fort Worth,Texas 76102
I,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: All Vendors
Street address: City,State,ZIP code:
Description of items to be purchased or on the attached order or invoice:
All items except motor vehicles as listed below
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.
I understand that it is a criminal offense to give an exemption certificate to the sellerfortaxable items that I know,at the time of purchase,
will be used in a mannerotherthan that expressed in this certillcale,and depending on the amount oftax evaded,the offense may range
from a Class C misdemeanor to a felony of the second degree.
Purchaser Title Dale
liege Finance Director1CF0 January 3,2017 I
NOTE: This certificate cannot be issued for the purchase,lease,or rental of a motor vehicle.
THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID.
Sales and Use Tax"Exemption Numbers"or"Tax Exempt"Numbers do not exist.
This certificate should be furnished to the supplier.Do not send the completed certificate to the Comptroller of Public Accounts.
Professional Services Agreement between City of Fort Worth and Displays,LLC
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Contractor hereby agrees to provide City with independent audit basic financial statements,but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Contractor and to execute any agreement, amendment or
change order on behalf of Contractor. Such binding authority has been granted by proper order,resolution,
ordinance or other authorization of Contractor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Contractor.
Contractor will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Contractor.
1. Name: Craig Rember
Position: Account Manager
ca 4x, /"
Signat re
2. Name: Michael Brandstetter
Position:: senior Projects Manager
Signature
3. Name: Pamela Suggs
Position: General Manager
loa4,"&
Signature
Name:
lellkn� a4q4�dl
Signature of Presi t/CEO
Other Title: General Manager
Date: 6/8/2020
Professional Services Agreement between City of Fort Worth and Displays,LLC