HomeMy WebLinkAboutContract 45819 MY SECRLVrAW�
CONTRACT N0.
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE JOHN GRANT 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 Fernando Costa, its duly authorized Assistant City Manager,
and John Grant (the "Contractor"), an individual, 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 Public Art Collection Manager.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—The Artwork
3. Exhibit B—Contractor's Proposal
4. Exhibit C—Compensation and Payment Schedule
5. Exhibit D—Texas Sales and Use Tax Exemption Certificate
6. Exhibit E—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 Professional Services
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, which is attached and incorporated for all purposes
incident to this Agreement. As additional work to that set out in Section 1.2 below, and additionally
Mcompensated under the same rates set out in Exhibit C, Contractor, if requested by City, will also assist
with installation of a mechanism of mechanically lowering and raising a piece of artwork entitled Intimate
r., Apparel & Pearl Earrings ("Artwork"), depicted in Exhibit "A," The Artwork, which is attached and
rr1 incorporated for all purposes incident to this Agreement. The Artwork is owned by the City and sited at
® the Fort Worth Convention Center located at 1201 Houston Street, Fort Worth, Texas 76102 ("Site"). The
c Contractor is the originating fabricator of the Artwork and installed it at the Site.
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rn1.2. Contractor shall develop an installation plan ("Plan") for a new electrically-operated
® hanging system ("System"), more specifically, a motorized winch and cable system for the Artwork at
the Site, and determine the equipment brand and specifications necessary to operate such a system.
Contractor shall endeavor to be done within ten (10) business days of the Effective Date of this
Agreement. Upon City approval of the Plan and selected equipment ("Equipment"), Contractor shall
immediately purchase all Equipment for the System and have it shipped to the Site for instillation at the
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Site. Contractor shall endeavor to facilitate expedited shipment of equipment immediately after
receiving City's approval of the Plan and selected Equipment. City is atax-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, which is
attached and incorporated for all purposes incident t o t his Agreement.
1.3. As part of the Plan, Contractor shall I.),rovide comprehensive working drawings detailing
the structural design, and a written narrative as necessary,detailing the means of installing all elements of
the Equipment forte System on the Site, together with other such graphic material to permit City to
carry out structural design review. All engineering documents must be signed and stamped by an engineer
licensed to work in the State of Texas. Contractor's engineer shall provide Professional Liability
Insurance at the rates listed in section 10.2 of this Agreement, Contractor will provide the Contract
Manager a certificate of insurance from the engineer and provide City with a 30-day notice of
cancellation of any policy required hereunder. City will conduct a review of the Plan prior to installation
of the Equipment forte System at the Site. Asp of the City's review, City is solely responsible for
insuring and verifying that the capacity of the existing roof trusses and structure are adequate to support
the additional loading of the Equipment, the hanging solution, and the description of how to install the
equipment, as further set out in the Plan. The City has provided Contractor with some initial design
drawings of the existing building, but has not provided Contractor with "As-Built" drawings and plans.
City acknowledges that Contractor's Plan is based on the initial design drawings supplied by City, and
Contractor and his subcontractor shall not be responsible for any delays in the installation or increased
costs arising from or related to undisclosed or undocurnented.conditions. Contractor shall be compensated
under the rates set out in Exhibit C for any subsequent additions, modifications, or revisions to
Contractor's Plan arising from,related to,or required by undisclosed or undocumented conditions.
1.4. Contractor shall coordinate with the City's Installation Contractor, LJnified Fine Art
Services, Inc., and others, as necessary, to ensure proper integration of the Equipment for the System
into the Site per the approved Plan. .
1.5. Contractor, upon request of Contract Manager, shall provide further information related
to the Plan and be available to discuss the Plan by phone with appropriate City staff for purposes of risk
assessment and safety review.
1.6. 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.
LT If the City requires Contractor to be available for on-site consultation services, City will
authorize Contractor to travel to the Site. Contractor will only be paid if travel is authorized by City in
writing and will only be reimbursed at the rates outlined in Exhibit "C," Compensation and Payment
Schedule,which is attached and incorporated for all purposes incident to this Agreement,.
1.8. 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, cost of
Equipment for the Systern including materials, mailing/shipping charges, engineer's insurance on the
Plan, engineering costs, other 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 pfff"Orinance of the services required under this Agreement. City will
be responsible for costs associated with electrical service for the Equipment and fees associated with the
Professional Services Agreement betweeirii City off ort Worth and John Grant to assist the l�'ort Worth Public An Prop=
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use of City's Installation Contractor, Unified Fine Art Services, Inc., for installation of the Equipment for
the System at the Site.
1.9. 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 "E,"
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.
3. COMPENSATION.
The City shall pay Contractor an amount not to exceed fifteen thousand, six hundred, twelve
dollars and no cents ($15,612.00) in accordance with the provisions of this Agreement, Exhibit B, and
Exhibit C. If any conflict exists between Exhibit B and Exhibit C, the terms of Exhibit C shall control.
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.
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.
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5. DISCLOSURE OF' CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1. Disc losu'r"e of C"o'riflicls.-C ontractor 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 L. festive Date of
this Agreement,Contractor hereby agrees immediately to make full disclosure to the City in writing.
5.1 Corifi'dential Information. Contractor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City as corifidential and shall not disclose
any such inf6rination 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 coinpromised 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 conirrienced 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 ol"intended audits.
7. 111NME—PENDENT 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 ornissions of its officers, agents, servants, employees,
contractors and subcontractors, Contractor acknowledges that the doctrine of re fwneleat Superim,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
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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-ertiployer or a Joint
employer of Contractor or any officers, agents, servants, employees or subcontractors of Contractor.
Neither Contractor, nor any officers, aj..;ents, servants, ernployees or subcontractors of Contractor shall
be entitled to any employinent benefits frorn the City. Contractor shall be responsible and liable for any
and all paynient 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.
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 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 C'ity's sole remedy,
either: (a) procure for City t right to continue to use the System and/or Equipment; (yr(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.
9. ASSIGNMENT AND SUBCONTRACTING.
Contractor shall not assign or subcontract any of its duties, obligations or rights under this
Agreetrient 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 assigninent, the assignee shall
ProfessuonM Sery iii es Agreement between City of Worth era ,john Grant to assist the Foid Worth Pubfic Art Prop
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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 tinder 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. Generp]Rgqqirements.
(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 ininimum 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
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 if"ISUrance documentation shall not
constitute a waiver of the insurance requirement,
Professional Services Agieemnent between City of Fon Worth and.JohnGr-ant to asMst the Fort Worth Public Art Program
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(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 regulartjol]S, 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 Contractors its personal representatives, assigns, subcontractors or successors
in interest, Contractor agrees to assume such liability and to indemnity and defend the City and hold the
City harmless from such claim,
13. NOTICES.
Notices required pursuant tote 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 John Grant
Attn: Fernando Costa, Assistant City Manager 2626 Chestnut Place Street
1040'rhrockmorton Denver,Colorado 80216
Fort Worth TX 76102-63 11 Facsimile: (720)962-0114
Facsimile: (817)392-8654
With Copy to the City Attorney
At same address 1,
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Contractor simll, 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
Agmement, 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.
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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 to or provision of
this Agreement or to exercise any right granted herein shall not constittite a waiver of the City's or
Contractor's respective right to insist upon appropriate perfimmance 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 ourexw, Fort Worth Division,
is. 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
perf.'on.nance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, cornplicuice 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 problerns 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 deerned 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. AME NDMENTS.
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 01FAGREEMENT.
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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 & Nati6nalit�t 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 Forirf m(t-9),,,'maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all 1-9 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
M verification requirements required by this Agreement. Contractor shall indemnify City from any penalties
e or liabilities due to violations of this provision. City shall have the right to immediately terminate this
OAgreement for violations of this provision by Contractor.
28. INFORMAL DISPUTE RESOLUTION.
CID
a
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
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process, The disputing party shall notify the other party in writing as soon as practicable after discovering the
churn, dispute, or breach. 'Ibe notice shall state the nature of the dispute and list the paqys specific reasons
for such dispute. Wifliin ten (10) business days of mceipt of the notice, both parties shall comnience the
wsolution process and make a good faith of either diroup
,ji email, mail, phone conference, in person
triectirkg,s,or other reasonable means to resolvc miy claim,disj)ute, breach or other matter in question that may
wise out of, or in corarection with this Agreenient. If the parties fail to resolve the dispute within sixty (60)
days of the date, of rcceilA of the jiobce of the dispute,then the parties may submit the matter to non-binding
mediation in Torauit County, 'Fex&s, upon written consent of mithori7ed representatives of both parties in
accordance with the hidustr), Arbitration Rules of the American Arbitration Association or other applicable
rales goveining mediation then in effect, 'Me mediator shail be agTeed to by the partics. Each party shall be
liable for its own expenses, including attorney's fees;bowevcr., the parties shall share equally in the costs
of the mediation. If the pwties cannot resolve the dispute tl'irough inediation,then either pasty shall have the
figOlt to exercise -my and all rtmedies availabic under law regarding the dispute. Notwithstmiding the fact
that the parties may be atternpfing to resolve a dispute in accordance with this informal dispute resolution.
process, the parties agree to conthrue without delay all of their.,respective duties and obligations under this
Agreement not affected by the dispute, Either party may, befbm or during the exercise of the informal
dispute resolution process set forth herein,apply to a court having jurisdiction for a ternporary restraining
order or preliminary injunction where such refief is necessan, to protect its interests,
29. TIME EXTENSIONS.
The Parties may agree, in writing, to extend or jnodif , any of the time deadlines set forth in this
Agreernea
IN W'I I NESS WHE REOC , the parties hereto have executed this Agreement in multiples this day
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ACCEPTED AND AGREED:
CITY OF FORT WORTM JOHN GRANT
..........
By.
Fernando Costa 10 . GRANT
Assistant it Manager A
Date- Date: Vj
ATTEST; Arl'EST,
By:
'Mary J, Ka sea
City Secretar,v
CONTRACT AID THORIZATIONa
M&C
Date Approved:
11rofessional Services Agreement between City of Fon Wodh and Doha Grant to m6st live rod WaM Public Art Pfogam,
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APPRO QED AS TO FORM AND LEGALITY
By:
J sica Sa and
S'11'istant City Attorney
Professional Services Agreement between City of Fort Worth and John Grant to assist the Fort Worth Public Ail Program
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]Donald L ipski.
Professional services Agreement.between City of Fort Worth and John Grant to assist the Fort Worth Public Art Program
Execution Copy 8/1/14
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EXHIBIT B
CONTRACTOR'S PROPOSAL
JOHN GRANT
CREATIVE PROJECT MANAGEMENT
3636 Chestnut Place
Denver,CO.80216
303-589-7281
a arantprohects@amail.com
Fort Worth Public Art
1300 Gendy Street
Fort Worth,TX 76107
July 18th,2014
Re:Intimate Apparel& Pearl Necklace Estimate.
Scope Proposal:
Consultant for development,engineering,and implementation of a new animated hanging
system for the Donald Lipski Sculpture'Intimate Apparel 8 Pearl Necklace".Invoices based on
services provided and receipts.
Consulting services based on$100/hr. $4500
Martin and Martin Engineering,including stamped drawings $4000
Equipment Brand and Specs[TBDI plus shipping and handling $3,500.00
Travel fees for on-site work as requested$1000/day plus travel expenses
Estimated Total$12,000
Prof"essional Services Agreement between City of Fort Worth and John Grunt to assist the Fort Worth Public Art Program
Execution Copy 8/1/14
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EXHIBIT C
COMPENSATION AND PAYMENT SCHEDULE
1. Compensation.
a. The City shall pay Contractor an amount not to exceed fifteen thousand, six hundred,
twelve dollars and no cents($15,612.00) for all services performed under this Agreement
in accordance with the provisions of this Agreement, subject to the additional cost
exceptions set forth in Sections 1.2 and 1.3 of this Agreement. Any additional cost
exceptions set forth in Section 1.2 and 1.3 of this Agreement that cause the total
Agreement amount to exceed fifteen thousand, six hundred, twelve dollars and no cents
($15,612.00) shall require an amendment to this Agreement.
b. Contractor will bill City a rate of$100.00 per hour for only the actual hours worked and
only up to forty-five (45) hours. If Contractor exceeds forty-five (45) hours, Contractor
will only be paid for the additional hours if agreed to in writing by City.
c. Contractor will bill City for engineering services used by Contractor at the actual rate for
the services rendered, to include stamped drawings; however, the total amount billed for
engineering services to the City shall not exceed four thousand dollars and no cents
($4,000.00), unless agreed to in writing by City before the engineering services are
rendered.
d. Contractor will bill City for Equipment, materials, any other supplies, and shipping and
handling (collectively "Items") ordered by Contractor at the actual rate for the Items;
however, the total amount billed for Items shall not exceed three thousand, five hundred
dollars and no cents ($3,500.00), 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 1.2 of this Agreement.
e. Contractor will bill City the rate of one thousand dollars and no cents ($1,000.00) per
day for on-site consultation services; however, the total amount billed for on-site labor
shall not exceed two thousand dollars and no cents ($2,000.00), unless agreed to in
writing by City before the on-site labor is provided. Contractor will not be entitled to an
hourly rate in addition to the day rate in this section.
f. Contractor will bill City for travel expenses, such transportation and lodging, at the
actual rates Contractor pays for travel expenses and will provide receipts for travel
expenses associated with this Agreement; however, the total amount billed for travel
expenses shall not exceed one thousand five hundred dollars and no cents ($1,500.00),
Professional Services Agreement between City of Fort Worth and John Grant to assist the Fort Worth Public Art Program
Execution Copy 8/1/14
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unless agreed to in writing by City before incurring such additional travel expenses.
g. Contractor will bill City a per diem rate for food at the rate of fifty six dollars and no
cents ($56.00) per day; however, the total amount billed for per diem shall not exceed
one hundred twelve dollars and no cents ($112.00), unless agreed to in writing by City
before incurring such additional per diem expenses.
h. 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 John Grant to assist the Fort Worth Public Art Program
Execution Copy 8/1/14
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EXHIBIT D
Texas Sales and Use Tax Exemption Certification
This cortificate does not require a number to be valid.
Nmm of purch"er,firm or&gency
City of Fort Worth
pho
on
Addrojes fSMW&wmbvt,AO�Soji or n;(Ame ocOa and mmber)
1000 Throckmorton street 817-392-8325
............................. ................
Cky,slaw,ZIP code
Fort Worth,Texas 76102
1,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: ..........---............... state,zip cxww'
Description of Items to be purchased or on the attached order or Invoice:
All Items
Purchaser claims this exemption for the following reason:
Governmental Municipality
I understand that I will be ilable 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 low.
I understand that itis a orkninal offers se to give att exemption cerfiriosto to the sallerforlexable items that lknow,at the time otpurchose,
will be used in a mannerotherthen that expressedin this cortilicale,and depanding on the edraunt of tax evaded,the offense may range
ftm a Class C misdemeanor to a felony of the second degree.
sign 1 Purckwwr Assistant Finance Director 2t26/2014
here
NOTE: This certifi cate cannot be Issued for the purchaw lease,or rental of n-morvehicle.
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 po send the completed certificate to the Comptroller of Public Accounts.
Professional Services Agreement between City of Fort Worth and John Grant to assist the Fort Worth Public Art Program
Execution Copy 8/1/14
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EXHIBIT E
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
Professional Services Agreement between City of Fort Worth and John Grant to assist the Fort Worth Public Art Program
Execution Copy 811114
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