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HomeMy WebLinkAboutContract 48741 CITY SECRETWV OOMRAOT NO. - - --- PROFESSIONAL SERVICES AGREEMENT PAVLOVSKY SCULPTURE STUDIO LLC 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 Pavlovsky Sculpture Studio, LLC, by and through its duly authorized member, Michael Pavlovsky (the "Contractor"), located at 1904 Hillcrest Street, Fort Worth, TX 76107, 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 of Bills Paid 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 to the Artwork as described in Exhibit "A," Artwork, as outlined in this section and Exhibit "B," Contractor's Proposal. The Contractor is the originating artist of the Artwork which is owned by the City and sited at the Botanic Garden located at 3220 Botanic Garden Boulevard,Fort Worth,TX 76107 ("Site"). 1.2. City is a tax-exempt organization and no state or local sales taxes or federal excise taxes shall be due pursuant to this Agreement. City shall supply Contractor with the certificate for use by Contractor in the fulfillment of this Agreement in substantially the same form as Exhibit "D," Texas Sales and Use Tax Exemption Certificate. 1.3. Additional services, supplies, rentals, or deliverables must be approved in writing in advance of performance. Contractor will only be compensated for any such additional services or reimbursed as agreed to by the parties. 1.4. Contractor shall be responsible for the payments of all expenses incurred that ertain to OFFICIAL REC0 Professional Services Agreement between City of Fort Worth and Pavlovsky Sculpture Studio,LLC Execution Co /13/17 CITY SECRE1'AR'�1 of 16 FT.WORTH,TX services being performed under this Agreement, including but not limited to Contractor's services, cost of Equipment for the Artwork including materials, mailing/shipping charges, insurance costs,transportation, and any additional costs for the Contractor's agents, consultants, subcontractor s or employees necessary for the proper performance of the services required under this Agreement. 1.5. Contractor shall make timely payments to all persons and entities supplying labor, materials, services, or equipment for the performance of this Agreement. THE CONTRACTOR SHALL DEFEND AND INDEMNIFY THE CITY AND THE CONTRACT MANAGER FROM ANY CLAIMS OR LIABILITY ARISING OUT OF THE CONTRACTOR'S FAILURE TO MAKE THESE PAYMENTS. Contractor shall furnish the City an affidavit certifying that all bills relating to services or supplies used in the performance of this Agreement have been paid, attached hereto as Exhibit "E," Affidavit of Bill Paid. 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 TWENTY THOUSAND DOLLARS AND NO CENTS ($20,000.00) in accordance with the provisions of this Agreement as outlined in Exhibit "C," which is attached hereto and incorporated within this Agreement as if copied in full. Payment from the City to the Contractor shall be made on an invoice basis following receipt of a signed invoice with adequate deliverables provided at submission of invoice, all in form acceptable to the City. Contractor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Convenience. The City 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 Professional Services Agreement between City of Fort Worth and Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 2ofIt 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 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 Professional Services Agreement between City of Fort Worth and Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 3ofIt and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractor. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers, agents, servants, employees or subcontractors of Contractor. Neither Contractor, nor any officers, agents, servants, employees or subcontractors of Contractor shall be entitled to any employment benefits from the City. Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1. LIABILITY. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.2. INDEMNIFICATION. CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 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 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. Professional Services Agreement between City of Fort Worth and Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 4 of 1t 9. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City; however, City expressly grants Contractor the right to subcontract engineering services. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations of the Contractor under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1. Coverage and Limits for Contractor. (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate 10.2. Coverage and Limits for Contractor's Subcontracted Engineer. (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Professional Liability $2,000,000 Each Occurrence $1,000,000 Aggregate 10.3. General Requirements. (a) The commercial general liability and professional liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non- payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street,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 Professional Services Agreement between City of Fort Worth and Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 5ofik City's Risk Management. If the rating is below that required, written approval of City's Risk Management is required. (d) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (e) Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Contractor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances,rules or regulations,Contractor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subcontractor 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 Pavlovsky Sculpture Studio,LLC Attn: Fernando Costa,Assistant City Manager Michael Pavlovsky,Member 200 Texas St. 1904 Hillcrest Street Fort Worth TX 76102-6311 Fort Worth,Texas 76107 Facsimile: (817)392-8654 with copies to the City Attorney at the 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, Professional Services Agreement between City of Fort Worth and Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 6ofIt, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS/IMMUNITIES. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope 3 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. Professional Services Agreement between City of Fort Worth and Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 7 of 16 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument.A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 25. WARRANTY OF SERVICES. Contractor warrants that his services will be of a professional quality and conform to generally prevailing industry standards. Contractor provides a one (1) year warranty of his System design commencing upon completion of the installation of the System. Contractor further provides a one (1) year warranty on all Equipment installed at the site above and beyond any manufacturer's warranty commencing upon completion of the installation of the System. In the event that any portion of the System must be repaired or replaced due to ineffectiveness, defects in materials, or otherwise, Contractor shall pay all costs of repair or replacement, including all costs of material, equipment or supplies; travel expenses; and transportation or shipping costs for replacement material, equipment, or supplies. City must give written notice of any breach of this warranty section within thirty (30) days from the date that the breach was actually known to City. Upon notice to Contractor, at Contractor's option, Contractor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with this warranty, or (b) refund all fees paid by the City to Contractor under this Agreement. This warranty section shall survive any expiration or termination of this Agreement. 27. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. Professional Services Agreement between City of Fort Worth and Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 8oflb 28. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Contractor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings,or other reasonable means to resolve any claim, dispute,breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however,the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process,the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein,apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 29. TIME EXTENSIONS. The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 1 day of ACCEPTED AND AGREED: CITY OF FORT WORTH: PAVLOVSKY SCULPTURE STUDIO, LLC By: By:J/�% Fernando Costa Michael Pavlovsky Assistant City Manager Member ' Date: g/Z_Z7 Date: .4-t- o APPROVED AS TO FORM AND LEGALITY: ABy: (-��c OFFICIAL RECORD Jessica a svang CITY SECRETARY Assista t City Attorney II FT.WORTH,TX Professional Services Agreement between City of Fort Worth and Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 9Of47 ATTEST: By: Mary Kayser City Secretary Form 1295: _n/a Contract Authorization: M&C:_n/a } � _ Date: CONTRACT COMPLIANCE MANAGER: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, nsung ail performance and reporting requirements. jProj FdZanargier ny o Professional Services Agreement between City of Fort Worth and Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 1 pof lji EXHIBIT A THE ARTWORK *17w -"y.. . _ 3 � y ` 4 � : . R , w _ 4 Birth of Love(2001)Michael Pavlovsky Botanic Garden 3220 Botanic Garden Boulevard,Fort Worth,TX 76107 Professional Services Agreement between City of Fort Worth and Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 11 of 1b EXHIBIT B CONTRACTOR'S PROPOSAL PAWOVsKy sc.U_PTURE siUntO LLC 1904 H'Ilcrest strer', I nrl'North,Tex,: 7607 Proposal to Rupdir the Birth oF:ovt,Sculpture larrudry 11,201", Toe tallowirw I';my proposal to manage she repel,work of the 01r7h of Love hrcmtr sculpture lucated at the rnrr Wo-n Botarw.Gurden. This❑opair propnti:u Includes the f-11-wing iters. 1./Deinstallation ane ram-ol ar the sculptuir..(rum th=s ta. 2/Transport the scu ptuic f,om the tltr to Schaefer Art Frcnze In Arhng:on,Tcxas where.the repairs -Nil be made. 3./ Remove all tourcamaged bonze plate,.from the pedettat portion of tl, %culpttrre,and assess the conditlun of;he interior st.,inless steel support structure. Real enY damage to the support slrurture as needed. 4.1 Replarr the lo!r daniage.d bonze plate wlth tour new plates of the same.shape and thickr ess. S./Apply a patine t:3 the oedestal pwtipn cf the scwpturc wh cr will r.lo%rly match tie ex;sling aa:lna Or the noper ring Uurllun of the sculptors, 6.1 Transport the fully rrp;iired sculpture.,o lire Fort worth Botanic garden,and rei.-istall II an to the existing rnncrete and flip.;tonc to indatlon, Estimated cuss for(tie above 1eivlcr Is 52o,UI10.An. Notes 1.J The anode estimate inoudeU cz),nsuI:at crt,wulect,manager,)en1.and all assnalated travel tune, 2.,+Tne aL•crjr.rstimase does ,ot Include the r.ornnleta or partlaI rernolItion and rep,acement of the exist ng cwr"ete and f,agstnnr Inundation slioutd it become nrre;sary to oe:form dernokt;;in wort on the fou ndatuvt nr..dertosrccrsstuilyremovrnrrclns:alltIiesaulpture. rhl.includes arydamage to the flagstone sur faro Incur ed d Wng the worklrg of this protect vrlich woulr nr additio^,al tr the damage currently cxsting;r.this fIsgstone suI Idce. Tne management and cnn,lruct c ol a pjv tial,c entir*new con_rete;owrc:utiun base.or slaintone surFarr wn,,ld oe a sepamto item and na:included Ir this mmpr of work. Professional Services Agreement between City of Fort Worth and Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 It of 16 / The above esrim ate does not rnclurir a repatinatioti of the entire sculpture shoild thea become veccssary. this item would be a separate and additional cost not included in this scope of work. 4.1 The above estimate dc*—,not-Include any enmgneering fees should a I'censed enpheer's serdires become necessary on thls project. Thls would be a separate Item and not inr lude in this scope of work. 5./Every effnrt will be made to i aorrpete this scope of work on,Ora ely basis,However, weather and site conditions could delay completion of this project. Submitted by Niznael Pavirvsky,Cvv4' Professional Services Agreement between City of Fort Worth and Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 13 of 16, EXHIBIT C COMPENSATION AND PAYMENT SCHEDULE 1. Compensation. a. The City shall pay Contractor an amount not to exceed twenty thousand dollars and no cents ($20,000.00) for all services performed under this Agreement in accordance with the provisions of this Agreement. b. Contractor will bill City a rate of$50 per hour for only the actual hours worked and only up to twenty-five (25) hours. If Contractor exceeds twenty-five (25) hours, Contractor will only be paid for the additional hours if agreed to in writing by City. It is expected that Contractor will, to the best of his ability, complete all work under this Agreement within these hours. Contractor shall be required to complete all the work despite whether City elects to pay Contractor for additional hours. c. Contractor will bill City for repair services including transit, equipment, materials, supplies, and all labor (collectively "Services") ordered by Contractor at the actual rate for the Services; however, the total amount billed for Services shall not exceed eighteen thousand, seven hundred and fifty dollars and no cents ($18,750.00), 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. d. Any additional expenses not outlined in this Agreement or exhibits incurred by Contractor must be approved in writing by City before being added to the invoice submitted to the City upon completion of services under this Agreement. 2. Payment Schedule. a. Compensation for all of Contractor's services performed pursuant to this Agreement shall be made on an invoice basis. b. Contractor may submit an invoice in advance of services for an amount up to Seven Thousand Five Hundred Dollars and no cents($7,500.00)to cover expenses related to repairs. c. 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. d. 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 Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 11of 14, EXHIBIT D 01339(13-k) (Roy.9-07fm) TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION Name of purchaser,firm or agency City of Fort Worth,Texas Address(Street&number,P.O.Box or Route number) Phone(Area code and number) 1000 Throckmorton Street 817-392-8360 City,State,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 understandthatitis a criminal offense to give an exemption certificate to the seller fortaxable items that/know,atthe time ofpurchase, will be used in a rnannerotherthan thatexpressed in this certificate,and depending on the amount oftax evaded,the offense may range from a Class C misdemeanor to a felony of the second degree. Purchase Title Date 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 Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 ipf id, EXHIBIT E AFFIDAVIT OF BILLS PAID Date: Affiant(Contractor): 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 ,2017 . Notary Public, State of Massachusetts Print Name Commission Expires Professional Services Agreement between City of Fort Worth and Pavlovsky Sculpture Studio,LLC Execution Copy 2/13/17 160f it,