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HomeMy WebLinkAboutContract 47752 CITY 6� �CEIVED GON` MT ma 1�AY 102016 .� OFFORTWORTH �1-� CIS f ETARY PROFESSIONAL SERVICES AGREEMENT BETWEEN JOHN CHRISTENSEN 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 CHRISTENSEN (the "Contractor"), an individual located at 500 W St. Elmo Road, Austin, Texas 78745, each individually referred to as a "party" and collectively referred to as the "parties." City has designated the Arts Council of Fort Worth and Tarrant County,Inc. to manage this Agreement on its behalf("Contract Manager"). The Contract Manager shall act through its designated project manager. WHEREAS, on November 10, 2014, the City entered into a contract with Contractor for Final Design and Commission of a sculpture titled "Train" for the Site, including integral lighting (City Secretary Contract No.46131); WHEREAS, the Artwork was fabricated and installed on the Historic Handley Development Corporation's property on the southeast corner of East Lancaster Avenue and South Handley Drive in Council District 5 through an easement agreement between the City and the Historic Handley Development Corporation; WHEREAS, after the Artwork was dedicated on October 7, 2015, project stakeholders and the District 5 City Council representative requested that external light fixtures be installed so the Artwork would be more visible at night; WHEREAS, the lighting project was included Fort Worth Public Art Fiscal Year 2016 Annual Work Plan,adopted by City Council on October 27,2015 as M&C C-27515; WHEREAS, the budget of up to $5,000.00 for the lighting project was included in the Appropriation Ordinance for the City of Fort Worth Public Art Capital Improvement Plan for Fiscal Year 2016, adopted by City Council on February 9, 2016 as M&C G-18667 and the unused contingency from the Historic Handley Urban Village Final Design and Commission Contract #46131 in the amount of $3,000.00 is available to add to the$5,000.00 for an overall lighting project budget of$8,000.00; WHEREAS,the City desires to have the Contractor specify and install exterior light fixtures that complement the integrated internal lighting of the Artwork;and WHEREAS, City and Contractor wish to set out the terms and conditions under which the light fixtures shall be selected and installed to promote the integrity of Contractor's ideas and statements as represented by the Artwork. AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A—The Artwork EOFFICIALRECOR®3. Exhibit B—Texas Sales and Use Tax Exemption Certificate RETARYTH9 TX Professional Services Agreement between City of Fort Worth and John Christensen for Train n Co 1 of 15 4. Exhibit C - Budget 5. Exhibit D—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 is the originating fabricator of the artwork entitled Train ("Artwork"), which is depicted in Exhibit"A," The Artwork, which is attached and incorporated for all purposes incident to this Agreement. The Artwork is owned by the City and sited on the Historic Handley Development Corporation's property on the corner of East Lancaster Avenue and South Handley Drive, (6600-6700 blocks East Lancaster Avenue,Fort Worth,Texas/1001 South Handley Drive,Fort Worth, Texas 76112), along the East Lancaster frontage road ("Site"). 1.2. Contractor shall select and install external light fixtures so the Artwork will be more visible at night, and that such fixtures will complement the internal lighting integrated into the Artwork. Contractor shall endeavor to be done within three (3) months of the Effective Date of this Agreement. Contractor will seek City's approval of the lighting selections as outlined in Section 1.3 of this Agreement prior to installation. Upon City approval of the selected lighting ("Lighting"), Contractor shall purchase all lighting and lighting components and proceed with installation at the Site. 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"B," Texas Sales and Use Tax Exemption Certificate,which is attached and incorporated for all purposes incident to this Agreement. 1.3. Contractor shall provide a budget estimate, on the budget form attached hereto as Exhibit "C," Budget, which is attached and incorporated for all purposes incident to this Agreement, for design, purchase and installation of exterior Lighting for the Artwork in an amount not to exceed EIGHT THOUSAND DOLLARS AND NO CENTS ($8,000.00), reflecting total costs and including an administrative fee of no more than twenty percent(20%). 1.4 Contractor shall present the plan and specifications for the external Lighting to the Fort Worth Art Commission("FWAC")for review and input at a regularly scheduled FWAC meeting. 1.5 Contractor shall meet with the designated project stakeholders, including representatives of the Historic Handley Development Corporation, Councilmember Gyna Bivens, City staff, and others as appropriate, to present the plan and specifications for the external Lighting for input, at a date and time mutually agreed upon. 1.6 Contractor shall then present the plan and specifications for the external Lighting to the FWAC for approval at a regularly scheduled FWAC meeting. This presentation may be made via conference call. Professional services Agreement between City of Fort Worth and John Christensen for Train Execution Copy 4/25/16 2of15 t 1.7. Contractor shall be responsible for the payments of all expenses incurred that pertain to services being performed under this Agreement, including but not limited to Contractor's services, costs including materials, mailing/shipping charges, insurance costs, costs of all travel for Contractor and any other subcontractors, and any additional costs for the Contractor's agents, consultants, subcontractors or employees necessary for the proper performance of the services required under this Agreement. 1.8. 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 ftirnish the City an affidavit certifying that all bills relating to services or supplies used in the performance of this Agreement have been paid, attached hereto as Exhibit "D," Affidavit,which is attached and incorporated for all purposes incident to this Agreement. 2. TERM. This Agreement shall commence upon the date that both the City and Contractor have executed this Agreement ("Effective Date") and end after City makes payment to Contractor for all services provided under this Agreement, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Contractor an amount not to exceed EIGHT THOUSAND DOLLARS AND NO CENTS ($8,000.00) in accordance with the provisions of this Agreement and the budget outlined in Exhibit C, as approved by City after proposed by Contractor, for all services performed under this Agreement, including lighting consultant fee, design, purchase and installation of exterior Lighting for the Artwork reflecting total costs and including an administrative fee of no more than twenty percent (20%). Such payment shall be made upon receipt of an invoice from Contractor with the original invoice. A retainer fee of up to fifty percent (50%) is allowed for such services attached thereto. Contractor shall submit a signed invoice to the City's Contract Manager for payment under this Agreement within fifteen (15) days of completing services under this Agreement and include all necessary receipts. City shall compensate Contractor in full in thirty (30) days or less after receipt of Contractor's final invoice and Contractor's satisfactory completion of the services outlined in Section 1 of this Agreement, as determined by the City. Contractor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless the City first approves such expenses in writing. Any additional cost exceptions set forth in Section lof this Agreement that cause the total Agreement amount to exceed eight thousand dollars and no cents ($8,000.00)shall require an amendment to this Agreement. 4. TERMINATION. 4.1. Convenience. The City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2. Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated Professional services Agreement between City of Fort Worth and John Christensen for Train Execution Copy 4/25/16 3of15 by the City in any fiscal period for any payments due hereunder, City will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3. Breach. Subject to Section 28 herein, either party may terminate this Agreement for breach of duty,obligation or warranty upon exhaustion of all remedies set forth in Section 28. 4.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has received access to City information or data as a requirement to perform services hereunder, Contractor shall return all City provided data to the City in a format deemed acceptable to the City. .5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1. Disclosure of Conflicts. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,Contractor hereby agrees immediately to make full disclosure to the City in writing. 5.2. Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3. Unauthorized Access. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Contract at no additional cost to the City. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3)years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three years Professional Services Agreement between City of Fort Worth and John Christensen for Train Execution Copy 4/25/16 4of15 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,INDEMNIFICATION,AND WARRANTIES. 8.1. LIABILITY. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY 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. WARRANTIES OF TITLE AND COPYRIGHT. Contractor represents and warrants that: (1) the Lighting design for the Artwork is and will be unique and original and does not infringe upon any copyright or the rights of any person; Professional Services Agreement between City of Fort Worth and John Christensen for Train Execution Copy 4/25/16 5of15 (2) Contractor has not sold, assigned, transferred, licensed, granted, encumbered or utilized the Lighting design for the Artwork or any element thereof or any copyright related thereto that may affect or impair the rights granted pursuant to this Agreement; (3) the Lighting design for the Artwork is free and clear of any liens from any source whatsoever; (4) Contractor has the full power to enter into and perform this Agreement and to make the grant of rights contained in this Agreement; and (5) all services performed hereunder shall be performed in accordance with all applicable laws,regulations,ordinances,etc.,and with all necessary care,skill and diligence. 8.4. COPYRIGHT INFRINGEMENT. Contractor agrees to defend,settle, or pay,at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the System and/or Equipment in accordance with this Agreement.Contractor shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give Contractor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. If the System and/or Equipment or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise,such use is materially adversely restricted, Contractor shall,at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the System and/or Equipment; or(b) modify the System and/or Equipment to make it non-infringing, provided that such modification does not materially adversely affect City; or (c) replace the System and/or Equipment with equally suitable, compatible, and functionally equivalent non-infringing System and/or Equipment at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Contractor, terminate this Agreement and refund to City the payments actually made to Contractor under this Agreement. 9. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City; however, City expressly grants Contractor the right to subcontract engineering services. If the City grants consent to an assignment,the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations of the Contractor under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: Professional Senices Agreement between City of Fort Worth and John Christensen for Train Execution Copy 4/25/16 6of15 10.1. Coverage and Limits for Contractor. (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate 10.2. Coverage and Limits for Contractor's Subcontracted Engineer. (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Professional Liability $2,000,000 Each Occurrence $1,000,000 Aggregate 10.3. General Requirements. (a) The commercial general liability and professional liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees,officers,officials,agents,and volunteers in respect to the contracted services. (b) A minimum of Thirty(30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non- payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton,Fort Worth,Texas 76102,with copies to the City Attorney at the same address. (c) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of City's Risk Management. If the rating is below that required, written approval of City's Risk Management is required. (d) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (e) Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS. Contractor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances,rules or regulations,Contractor shall immediately desist from and correct the violation. Professional Senices Agreement between City of Fort Worth and John Christensen for Train Execution Copy 4/25/16 7of15 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 John Christensen Attn:Fernando Costa,Assistant City Manager 500 W St.Elmo Road 1000 Throckmorton Austin,TX 78745 Fort Worth TX 76102-6311 Facsimile: (817)392-8654 With Copy to the City Attorney At same address 14. SOLICITATION OF EMPLOYEES. Neither the City nor Contractor shall, during the term of this Agreement and additionally for a period of one (1) year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this 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 POWERSAMMUNITIES. 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 tenn 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. Professional Services Agreement between City of Fort Worth and John Christensen for Train Execution Copy 4/25/16 8of15 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 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 maybe 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 Professional Sen=ices Agreement between City of Fort Worth and John Christensen for Train Execution Copy 4/25/16 9of15 instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 25. WARRANTY OF SERVICES. Contractor warrants that his services will be of a professional quality and conform to generally prevailing industry standards. Contractor provides a one (1) year warranty of his System design commencing upon completion of the installation of the System. Contractor further provides a one (1) year warranty on all Equipment installed at the site above and beyond any manufacturer's warranty commencing upon completion of the installation of the System. In the event that any portion of the System must be repaired or replaced due to ineffectiveness, defects in materials, or otherwise, Contractor shall pay all costs of repair or replacement, including all costs of material, equipment or supplies; travel expenses; and transportation or shipping costs for replacement material, equipment, or supplies. City must give written notice of any breach of this warranty section within thirty(30) days from the date that the breach was actually known to City. Upon notice to Contractor, at Contractor's option, Contractor shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with this warranty, or (b) refund all fees paid by the City to Contractor under this Agreement. This warranty section shall survive any expiration or termination of this Agreement. 27. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perforin work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request,provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 28. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Contractor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute,or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; Professional Services Agreement between City of Fort Worth and John Christensen for Train Execution Copy 4/25/16 10 of 15 however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may,before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 29. TIME EXTENSIONS. The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this Agreement. IN7q�' REOF,the parties hereto have executed this Agreement in multiples this day of2016. ACCEPTED AND AGREED: CITY OF FORT WORTH: NAME By: By: �� � , Fernando Costa "° _ ohn Christensen Assistant i Manager a Date: ATTEST: e o T: By: a �©000ao°� r� a y J ay er 'EX i , City Secretary , CONTRACT AUTHORIZATION: M&C: Date Approved: APPROVED AS FORM AND LEGALITY: By: Jessica Sa s ng Assistant �At(orney Il OFFICIAL RECORD FORM 1295: ! " CITY SECRETARY FT. WoRTlif '1'X Professional Services Agreement between City of Fort Worth and John Christensen for Train Execution Copy 4/25/16 11 of 15 EXHIBIT A THEARTWORK Professional Services Agreement bet-ween City offort Worth and John Christensen for Train Execution Copy 4/25/16 11 of 15 EXHIBIT B ' 01339(Do*) 104=(R.v 9L7/6) TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION Mame of purchaser,firm or agency City of Fort Worth,Texas _ Address tSiW t&numberPA Box or Raufe numbed - Phone("a code and numbw) 1000 Throckmorton Street 817-392.8360 City,Slale,7.iP 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: Alt 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 thatit Ise criminal offense to give an exemption certificate to the sellerfortaxable items that 1 know,atthe time ofpurchase, will be used in a mannerotherthan that expressedin this certificate,and depending on the amount oftax evaded,the offense maymnge, from a Class C misdemeanor to a felony pf the second degree. here Finance Director/CFO March 23,2015 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 John Christensen for Train Execution Copy 4/25/16 12 of 15 EXHIBIT C BUDGET FORT JNORTM LCC ART IRROJECt lS GE7 Fig Al �f Std i�tfac�s�, .f� `� t11� tpfpl ���uftlJ ARTIST'S FEE(20%) TRAVEL (F n oltl l-;who we mni-o Ilion.4)n Iir.=ttom fort V.rtfthe) Airfare car Rental PO",C-9an Lxpd w c,3 fat S, r*�tday Mileapo M _ pGi anile INSURANCE Aut;adtta Vchid Liability t-000ial f. lx,,4',j fisc 54orkt .G:eTa17 Ln tA,3vei'S LielJillty Otf�,,4,h, er"pilrable ADMINISTRATIVE EXPENSES pbor Tax Deify—:14t R3 j(f i cwespondence _amps,models,dravings etc) Reprogiaphlr Smica — Supplia_ PROFESSIONAL CONSULTANT FEES (If ap>plkable drab ag must be si+Jned and sealed bA a professional registered to practice in the Flate of Texas) e hitt-xt` Sbud lural Lu,aiac.,-m' L �rtrfcal Englilo, 0A1;elv icor` Fhok,jrmlter(frac+i Knmenf irin of cran'plefed wjtf;), Ott jel MATERIALS (PlPase attach a compiete list of materials.It=giize all,antr tp4saf aspE--L;of-A components laiita per tri cost estimales) Matenit7s`Total FABRICATION COSTS "vol ltCRlize all ro llofl;of rinf!vinfk to hh d om A,,Iod by arti t) Artist's Labor I_K tr_at f:_per Buri Total Subcann€racted Labor'(Total) i arityibquffmseot I d,nG i1,n d+�?rlu°,:eddy for!:N5 pra,la)r.la ed Ftp fahar:'torr SITE PREPARATION (130 nd,l inrkv-1k)d WS(OWioad fid,F-VW`+,City of Fri,V;o1b(rt others) Ta st Dolling, k1woval° Landscaping Imoatlorl, Elocild al ts` Iilr,JlJun`, 4,'atcyr 4Vnrk h hanie33 Ct viJFl f�ttn�f` (f ew eu ttof 2011) Professional Services Agreement between City of Fort Worth and John Christensen for Train Execution Copy 4/25/16 13 of 15 TRANSPORTATION Materials to Fabrication Site* Finished Work to Installation Site' Other* BASE/MOUNTING Base Mounting Devices and Components FoundationlFooting Other INSTALLATION COSTS (Costs must include allowance for after hours installation,if applicable.Please attach a complete list of equipment and individual estimates with this form) Subcontracted Labor* Scaffolding* Equipment Rental related to installation' Off-duty Police!Secunty* Traffic Barriers' Storage Facility Rental* City Permits Display Devices Fireproofing* Site Restoration* Other' LIGHTING Designers' Fixtures' Bulbs* Site Preparation' Installation* GRAND TOTAL Please make any necessary notes here: Prepared By: Date: (Revised May 2011) Professional Services Agreement between City of Fort Worth and John Christensen for Train Execution Copy 4/25/16 14 of 15 EXHIBIT D AFFIDAVIT AFFIDAVIT OF BILLS PAID Date: Affiant(Artist): Purchaser(City of Fort Worth): Property(Artwork Site): Affiant on oath swears that the following statement is true: Affiant has paid each of Affiant's contractors, laborers,and materialmen in full for all labor and materials provided to Affiant for the design, engineering,purchase,and installation of Equipment for the System at the Site pursuant to the contract executed between Affiant and the City of Fort Worth(City Secretary Contract Number ). Affiant is not indebted to any person, firm,or corporation by reason of any such construction. There are no claims pending for personal injury and/or property damages. Affiant(as listed in contract): SUBSCRIBED AND SWORN TO before me,the undersigned authority,on this the day of , 20_. Notary Public, State of Colorado Print Name Commission Expires Professional services Agreement between City of Fort Worth and John Christensen for Train Execution Copy 4/25/16 15 of 15