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CONTRACT NC. C
PROFESSIONAL SERVICES AGREEMENT
BETWEEN GREENSCAPE PUMP SERVICES,INC.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 Greenscape Pump Services, Inc. (the "Contractor"), located at 125 Whitlock Lane, Suite 108,
Carrollton, Texas 75006 and acting by and through Randy Hilton, its duly authorized Director of
Services, 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: 'tib �r4
1. This Agreement for Professional Services R�GEI�
2. Exhibit A—The Artworks CL
3. Exhibit B—Contractor's Proposal C11f-k lIAA
4. Exhibit C—Compensation and Payment Scheduled Ctt�mS C���'� yea
5. Exhibit D—Texas Sales and Use Tax Exemption Certificate 0.
6. Exhibit E—Affidavit of Bills Paid F e z 99 v 6
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 water treatment services to
the Artworks that function as water features as described in Exhibit "A," as outlined in this section, and
Exhibit `B," Contractor's Proposal, As additional work to that set out in Section 1.2 below, and
additionally compensated under the same rates set out in Exhibit "C," Compensation and Payment
Schedule, Contractor, if requested by City, will also assist with any further repairs or treatments to the
Artwork to make the Artwork perforin more efficiently and cost effectively.
1.2. Contractor, if requested by City, will assist with any repairs or parts replacement to the
mechanical and operating components of the Artwork on an as-needs basis, 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.
FFT.'IVOWTH,
L RECORD
Professional Services Agreement between City of Fort Worth and Greenscape Pu nip services,Inc.Execution Copy 5115117CRETARY
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1.3. Contractor shall coordinate with the City to schedule regular treatment services to
Artworks.
1.4. 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.
1.5. 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 to provide treatments for the Artworks 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.
1.6. 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° AN ' `INDEMNIFY THE CITY AND THE CONTRACT MANAGER FROM ANY
CLAIMS OR LIABIL.TTY 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 Effective Date and shall continue in full force and
effect for one year ("Initial Term"), unless terminated earlier in accordance with the provisions of this
Agreement. Following the Initial Term,this Agreement may be renewed at the option of the City for three
(3) additional terms of one (1) year each (each a "Renewal Term"). The City shall provide Contractor
with written notice of its intent to renew at least thirty(30)days prior to the end of each term.
3. COMPENSATION.
During the Initial Term and any Renewal Terms, the City shall pay Contractor an amount not to
exceed FIFTEEN THOUSAND DOLLARS AND NO CENTS ($15,000.00)annually 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. 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 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
Professional Services Agreement between City of Fort Worth and Greenscape Pump Services,Inc.Execution Copy 5/15/17
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appropriations were received without penalty or expense to the City of any kind whatsoever, except as to
the portions of the payments herein agreed upon for which funds have been appropriated.
4.3. Breach. Subject to Section 27 herein, either party may terminate this Agreement for
breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 27.
4.4. Duties and Obli ations 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
have access to and the right to examine at reasonable times any directly pertinent booms, documents,
papers and records of such subcontractor involving transactions related to the subcontract, and further
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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 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
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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:
10.1. Covera a and Limits for Contractor.
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 Aggregate
(b) Automobile Liability
1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Contractor, its employees, agents,
representatives in the course of the providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation—
Statutory limits according to the Texas Workers' Compensation Act or any other state
workers' compensation laws where the work is being performed.
Employers' liability $100,000
Each accident/occurrence $100,000
Disease—per each employee $500,000
Bodily Injury/Disease—policy Iimit
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10.2. Coverage and Limits for Contractor's Subcontracted Engineer.
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 Aggregate
10.3. General Requirements.
(a) All applicable 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) The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery)in favor of the City of Fort Worth.
(c) 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
St.,Fort Worth,Texas 76102,with copies to the City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the State
of Texas. All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating
Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of City's
Risk Management. If the rating is below that required, written approval of City's Risk
Management is required.
(e) Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
(f) 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.
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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 Greenscape Pump Services,Inc.
Attn:Fernando Costa, Assistant City Manager Randy Hilton,Director of Services
200 Texas St. 1425 Whitlock Lane,Suite 108
Fort Worth TX 76102-5311 Carrollton,Texas 75006
Facsimile:(817)392-8654 Facsimle: (972)445-4313
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 POWERSIIMMUNITIES.
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 1 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.
1$. 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.
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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 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 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 defects in
materials or workmanship, 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, but only to the extent Contractor's workmanship or defects in materials
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are directly related. 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. This warranty section shall survive any expiration or
termination of this Agreement, but shall not exceed the one (1)year warranty period from installation of
services.
26. 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.
27. INFORMAL DISPUTE RESOLUTION.
Except in the event of termination pursuant to Section 4.2, if either City or Contractor has a claim,
dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that
arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution
process. The disputing party shall notify the other party in writing as soon as practicable after discovering the
claim,dispute,or breach. The notice shall state the nature of the dispute and list the party's specific reasons
for such dispute. Within ten (Id) 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 Mail 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 Mules 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.
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28. TIME EXTENSIONS.
The Parties may agree, in writing, to extend or modify any of the time eadlines set forth in this
Agreement.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this day
of ,2017("Effective Date").
ACCEPTED AND AGREED:
CITY OF FORT WORTH: GREEKCAPE PUMP SERVICES,INC.
f
By: By:/
Fernando Costa Deb Chapman
Assistant City Manager Director
Date: Date:
1
CONTRACT COMPLIANCE MANAGER
By signing,I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
Name:
Title:
APPROVED AS TO FORM ND
LEGALITY:
By:
Jessica Sangsva
Assistant City ttorney II
ATTEST:
By:
Mary J. ayser
City S cretary
Form 129 :
CONTRACT AUTHORIZATION:
M&C:
Date Approved:
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28. TIME EXTENSIONS.
The Patties may agree, in writing, to extend or modify any of the time deadlines set forth in this
Agreement.
IN TNESS WHEREOF,the parties hereto have executed this Agreement in multiples thisO`s`t'qday
of ,2017("Effective Date").
ACCEPTED AND AGREED:
CITY OF FORT WORTH: GREENSCAPE PUMP SERVICES,INC.
By: ;�� By: ka— 44jj�
Fernando Costa Deb Chapman
Assistant City Manager Director
Date: SI, Z�17 Date: L7
CONTRACT COMPLIANCE MANAGER
By signing,I acknowledge that I am the
person responsible for the monitoring and
adminis n of this contract, including
ensur' g all perforrance and reporting
•ements.
arae*
itle-
APPROVED O FORM AND
LEGALITY:
By:
Tessi saligsva g
Assi t t City ttorney H
ATTEST
By. 5 y�
Mary J. Kayser Anrl yF %
City SecretaryAS
Form 7.295:
CONTRACT AUTFI A ION: RECORD
M&C: Cl'rY SEC ,
Date Approved: FT, WORT,,, rx
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EXHIBIT A
THE ARTWORKS
RUNNELS(1986)GENE OWENS
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Runnels(1986)by Gene Owens
Runnels is an fountain installation including two independent units flanking the main entrance to the Garden
Conservatory at the Fort Worth Botanic Garden located at 3220 Botanic Garden Boulevard,Fort Worth 76107.
The fountains are constructed of glazed, fired, stoneware through elements mounted onto concrete supports in
such a manner as to create a trough or"runnel" waterway. Two-foot long elements are caulked with adhesive
sealant at connecting joints to comprise each runnel. Each fountain consists of four (4) runnel channels
culminating into an integrated pool basin. The north fountain is brown,the south fountain is black. Each pool
is lined with ceramic tile set with 1/4 inch grout joints.
Each fountain has a screened pump located in the basin and water-proof lighting.
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EXHIBIT A
THE ARTWORKS
EARTH FOUNTAIN(2009/2016)PHILIPPE KLINEFELTER
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Earth Fountain(2009/2016)Phillipe Klinefelter
Earth Fountain is a sculptural fountain installation including a 30-ton, granite carved orb with an associated
sub-grade basin at Byer's Green located at 4800 Camp Bowie Boulevard,76107
Mechanics are located in the basin and may be accessed with a specialized key to remove the granite plate.
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EXHIBIT B
CONTRACTOR'S PROPOSAL
GPSI; , 1425 Whitlock Lane,Suite log
- Carrollton,Texas 751105
RFQ:"Fountain Treatment Services—Fort Worth Public Art"
GPSI Qualifications:
■ GPSI has been in business in the DFYJ area for over 30 years.Initially starting out in
irrigation pump stations over the last 20 years GPSI has devoted efforts to architectural and
interactive water features.Structurally GPSI 1s designed as a"one stop shop•for water
features offering services from design,build,service,and maintenance.
GPS[Care&Maintenance,
■ The Care&Niaintenanre Team is designed to minimize liability to the client,increase the
aesthetics of the water feature,and provide excellent customarservioe by reporting
methods and ability to provide extra services when needed.Technicians are Certified PoaI
Operations,Confined Space Certified,and Respiratory Certified.Safety Training is reflected
by OSHA requirements to increase the quality of safety.
■ How GPSI is different:GPSI has constantly developed new methods to create the best end
product while maintaining great relationships with our clients.We spend a great deal of
time and training I a a rni ng water ch a mi stry,lWatar is naturally aggressive as it can be
corrosive andjor erosive.This can be damaging to tile,grout,concrete,plumbing,
equipment,and so forth.ultimately,it is crucial to make sure that GPSI tan keep the pH of
the waterwitItin range between weekly visits.To achieve this alkalinity and stabilizer must
be taken into consideration;ather►vise,the pH can bounce in which the disinfectant cannot
properly destroy organics trying to develop in the feature.Additionally,scaling tcaIcium
development)can be harsh on fountains so GPSI takes readings and when needed will drain
and refill the fountain to reduce calcium pans per million from the water.When onsite GPSI
technicians will help to reduce calcium buildup by hand cleaning.These two steps wife help
to extend the need to"Deep Clean"the feature,but will not eliminate the need to"Deep
Clean".To assist in minimizing catastrophic failure GPSI technicians are crossed trained in
Service to better understand the ureter Features.When onsite GPSi C&M Technicians wi11
visually inspect the mechanical,electrical,and plumbing of the Feature and report concerns
if there are any.With these service methods combined GPSI clients should have little to no
worry about their water features.
• Currently GPSI offers C&M in DFW and Houston.Houston is only a year and a half old
division with one truck and a two person team.Houston currently has over 50 features that
are serviced en a weekly basis.The DFW division has been operating for 9 years.Currently
running three trucks;two trucks carry a two person team,and one carries a one person
team.We service hundreds of water features in the DFW area.Additionally,there is a Care
&Maintenance N1 an age rthat can run hotshots to clients when there ase issues or concerns.
We have not lust a diant in over three years.Referrats can he provided upon request.
mz5 Whitlock Ln■ Carrollton,TX 75006■972-446.0037 ph■972-446.0313 fz• greenscapepump.Com
Professional Services Agreement between City of Fort Worth and Greenscape Pump Services,Inc.Execution Copy 5115117
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GPSI
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• GPSI Labor Resources:
o Design Team:One Landscape Architect,Three Engineers,and Two Drafters
o Construction:One Director,Three Project Managers,Two Estimators,Five
Superintendents,and 20 Onsite Hands.
o Service and Care&Maintenance:One Director,One Service Manager,Two Service
Technicians,One Care&Maintenance Manager, Five Care&Maintenance
Technicians.
Fee Schedule-
• C&MTeam:
o Weekly Services-$120.00 per hour for two person team,includes chemical costs
unless feature utilizes chlorine briquettes(specialized systems)orCO2 systems.
o C&M Services for Runnel and Earth Features:$240.00 per week
o Annual C&M Services for Runnel and Earth Features:$12,480.00
o Deep Cleanings:
■ Runnel Feature:$1,620.00
■ Earth Feature:$900.00
• Service Team:
o Initial Service Call for Diagnostics:$200.00(covers the first two hours)
o One Specialized Technician:$120.00 per hour
o One Specialized Technician and One Helper:$180.00 per hour
If there are any questions or additional information needed.Please contact me...
Cole Gray
Business Development Manager
Greenscape Pump Services,Inc.
Cell:(469)569-9738
Email:cgray@greenscapepump.com
Page 2 of 2 1425 Whitlock Ln•Carrollton,TX 75006.972-446-0037 ph•972-446-0313 fx
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Professional Services Agreement between City of Fort Worth and Greenscape Pump Services,Inc.Execution Copy 5/15/17
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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 dollars and no
cents ($15,000.00) annually 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 dollars and no cents ($15,040.00) shall
require an amendment to this Agreement.
b. Contractor will provide weekly care and maintenance to both sculptures and bill City a
rate of$60 per man hour, including chemical costs, unless otherwise approved by City.
c. 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 and
approved by City in advance of purchase. 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 a monthly basis following services at the submission of an invoice.
Professional Seryices Agreement between City of Fort Worth and Greenscape Pump Services.Inc.Execution Copy S/15/17
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EXHIBIT D
,'�"„(Rev.9D7d6)
TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION
Name of purchaser,firm or agency
City of Fort Worth,Texas
Aftess(Sheet&number,P.O.Box or Route number) Phone(Area code and number)
200 Texas Street 817-392-8360
City,slats,ZIP code
Fon: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:
Seiler: 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 became due for failure to comply with
the provisions of the Tax Code and/or all applicable law.
I understand that it is a criminal offense to give an exemption certificate to the sollerfortaxable items that l know,at Bre lime ofpurchaso,
will be used in a mannerotherthan that expressed in this certificate,and depending on the amount of tax evaded,the offense may range
from a Class C misdemeanor to a felony of Hie second degree.
Purchaser Title Date
liege Finance Director/CFO January 3,2017
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 Greenscape Pump Services,Inc.Execution Copy 5/15/17
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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 2417.
Notary Public, State of Massachusetts
Print Name
Commission Expires
Professional Services Agreement between City of Fort Worth and Greenscape Pump Services,Inc.Execution Copy S/15/17
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