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HomeMy WebLinkAboutContract 33966 ° 9ETARY -16NTE 1',!CT NO . FORT WORTH PUBLIC LIBRARY PERSONAL SERVICES AGREEMENT This PERSONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH, ("City"), a home rule municipal corporation acting by and through its duly authorized Assistant City Manager, and JENNIFER CONN ("Contractor'), the individual whose personal services are retained hereunder. WITNESSETH: That in consideration of the mutual covenants, promises and obligations contained herein, the City and Contractor agree as follows: 1. SERVICES Contractor agrees to perform the following personal services as set forth below and in Contractor's Exhibit Design Proposal, which is attached hereto as Exhibit "A," and incorporated herein by reference by all purposes. Such services shall also collectively be referred to as"Work": a) To provide a permanent historic display for the Tommy Tucker Building, an addition to the/ Ella Mae Shamblee Building("Library") designed to be a community meeting room; b) To compose an exhibit composed of vintage, reproduced photographs and narrative text to be incorporated into the design of the Hall of the Tommy Tucker Building; c) To ensure that the wall display area corresponds with the divided floor treatment in a manner so as to create a natural way of visually dividing the exhibition into the four themes which should include but not limited to: i. 1890 Residential growth of Rosedale ii. The building of Our Mother of Mercy School iii. Rosedale in the 1950's iv. Tommy Tucker Nursery School d) To install the exhibition on the forty-one (41) foot of wall area in consideration of all elements included in the architecture of the room including wainscoting (Wainscoting shall mean architectural detail generally made from wood to be applied directly to the wall and painted as a part of the architectural design.) and to include digitized images and narratives that reflect the unique history of the school(s) and its importance to the community. Stand-off narrative or individual words will be included in addition to photograph display. 2. TERM This Agreement shall commence on August 28, 2006 and end no later than August 27, 2007, or two weeks before the formal opening of the Library, whichever comes first, unless otherwise terminated earlier as provided herein. 3. COMPENSATION The services for which Contractor is retained hereunder shall be performed within the budget allocation for services. Contractor agrees to cooperate fully with the City and the Library. In full payment and consideration for all services furnished hereunder, Contractor shall be paid an amount not to exceed Seventeen Thousand Two Hundred Seventy Six and 75/100 dollars($17,276.75). An initial payment of Ten Thousand and 00/100 dollars ($10,000.00) shall be paid to Contractor at the time of execution of this Agreement, with the remaining Seven Thousand Two Hundred Seventy Six and 75/100 dollars ($7,276.75) to be paid upon completion of services. 4. INDEPENDENT CONTRACTOR Contractor shall perform all services hereunder as an independent contractor and not as an officer, agent, servant or employee of the City. Contractor shall have exclusive control over, and the exclusive right to control, the details of the services hereunder and shall be solely responsible for Contractor's acts and omissions. Nothing herein shall be construed as the creation of a partnership or joint enterprise between the City and Contractor, and the doctrine of respondeat superior shall not apply as between the City and Contractor. 5. TAXES No withholding shall be made for such payments on account of federal, state or local taxes or contributions, and Contractor hereby assumes full responsibility for such taxes or contributions. Contractor shall pay in full all taxes or contributions imposed upon or sought to be imposed upon the City as a result of this Agreement, including, but not limited to, social security, workers' compensation, income tax or other penalty or tax. 6. LIABILITY/INDEMNITY Contractor covenants and agrees to, and does hereby indemnify and hold the City and its officers, agents and employees harmless from any loss, damage liability or expense for damage to property and injuries, including death,to any person, including but not limited to officers,agents or employees of Contractor or subcontractors, which may arise out of any negligent act, error or omission or intentional conduct in the performance of this Agreement. Contractor shall defend at its own expense any suits or other proceedings brought against the City, its officers, agents and employees, or any of them, including claims of copyright infringement, resulting from such negligent act,error or omission or intentional conduct;and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith resulting from such negligent act,error or omission or intentional conduct. TEL 7. TERMINATION Only the City shall have the right to terminate this Agreement for convenience upon thirty (30) days written notice to Contractor. The notice shall specify the effective date of termination. In the event of termination, all of Contractor's work product hereunder shall become the property of the City and Contractor shall receive payment for all work satisfactorily completed up to the time of termination. Either the City or Contractor may terminate this Agreement for cause if either party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance within ten(10) days of written notice and diligently complete the correction thereafter. 8. REPORTS/RIGHT TO AUDIT The City may at any time require Contractor to furnish periodic reports pertaining to the work or services undertaken pursuant to this Agreement. Contractor agrees to furnish such reports at the time and in the form requested by the Library or the City. Contractor further agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Contractor involving work and or transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. 9. CONFIDENTIALITY Contractor covenants and agrees to keep all reports, data, information or other work prepared or assembled by Contractor under this Agreement strictly confidential. Contractor shall not provide any individual or organization with any such reports, data, information or other work without the prior written consent of the City. 10. COPYRIGHT/OWNERSHIP Contractor hereby warrants and represents that to the best of her knowledge, the concepts, ideas, copy sketches, artwork, photographs, electronic files, narratives and other materials produced for this Work do not infringe on any copyright, proprietary right or right of privacy or publicity of others, and that the material is not obscene, scandalous, libelous or otherwise contrary to the law. Contractor further warrants and represents that she has obtained and secured the necessary rights and or letters of permission to compile and complete the Work as contemplated in this Agreement and that those rights are transferable to the City. If applicable, Contractor shall be responsible for all costs associated with obtaining such rights and or letters of permission. The City and Contractor hereby agree that the Work produced under this Agreement shall be considered a work for hire under the federal Copyright Act of 1976, Title 17 of the United States Code, and all Work, during all stages of development and upon completion, shall be the sole and exclusive property of the City, and the Contractor hereby assigns and conveys full copyright ownership in the Work to the City without restriction on future use, except as provided below. Contractor shall only retain the limited right to Z be properly credited as the designer of the Work. By execution of this Agreement, Contractor grants to the City an exclusive, perpetual, right to use, depict, display, reproduce and prepare derivatives of the Work for any purpose whatsoever. Nothing in this paragraph shall affect or limit the City's absolute, unrestricted rights incidental to the City's full ownership of the final Work to alter, change, modify, destroy, remove, move, replace, operate, maintain,transport, sell or transfer, in whole or in part,the final Work when the City deems it necessary within its discretion, in order to otherwise exercise the City's powers and responsibility in regard to such works and improvements,in furtherance of the City's operations or for any other reason. To the extent that any of the materials may not, by operation of law, be considered a work made for hire in accordance with the terms of this Agreement, Con r ereby assigns to the City all right, title and interest in and to any copyright in the Work, and C shall have the right to obtain and hold in its own name any copyrights,registrations and other proprietary rights which may be available. "e4 11. INSURANCE Contractor shall provide insurance,or cause insurance to be provided, for the installation services related to the design under this Agreement. Certificate(s) of insurance documenting the following coverage at minimum limits that are to be in effect prior to commencement of Work pursuant to this Agreement are as follows: Commercial General Liability $1,000,000 each occurrence $1,000,000 aggregate Worker's Compensation,if applicable Statutory limits Certificates of insurance evidencing such coverage shall be delivered to the City prior to proceeding with the Work. If insurance is provided by subcontractor, such applicable policies shall be endorsed to name Contractor and the City as Additional Insured(s) thereon, as their interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers as respects to the contracted services. 12. ASSIGNMENT Neither party hereto shall assign or otherwise transfer their interest herein without the prior written consent of the other party, and any attempted assignment or transfer of all or any part hereof without such prior written consent shall be void. 13. NOTICES Any notice required to be given hereunder shall be given by hand delivery or certified mail,return receipt to the following addresses: If to City: If to Contractor: Fort Worth Public Library Jennifer Conn 500 West 3`d Street 2200 Queen Street Fort Worth,Texas 76102 Fort Worth,Texas 76103 R ` -,Iffl, TEK. 14. GOVERNING LAW/VENUE This Agreement shall be governed by all applicable federal laws and the laws of the state of Texas. Venue for any action hereunder shall lie in Fort Worth,Tarrant County, Texas. 15. FORCE MAJEURE If by reason of events occurring outside of the reasonable control of either party, including but not limited to, acts of God, strikes, lockouts, acts of public enemies,orders of any kind of the government of the United States, the State of Texas, or any other civil or military authority, insurrections, riots, epidemics, fires, hurricanes, storms or other natural disasters, or civil disturbances either party shall be rendered wholly or partially unable to carry out its obligations under this Agreement, then such party shall give written notice of the particulars of such event to the other party within a reasonable time after the occurrence thereof. The obligations of the party giving such notice, to the extent affected by such event, shall be suspended during the continuance of the inability claimed and for no longer period, and such party shall in good faith exercise its best efforts to remove and overcome such inability. 16. SEVERABILITY The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. 17. ENTIRETY OF AGREEMENT This Agreement, including any documents attached hereto and or incorporated herein by reference, contains the entire understanding of the City and Contractor 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 provisions of this Agreement. [Signature Pages Follow] ffilich"ki END IN WT114' 'S W"'M REOF, the parties hereto have executed this Agreement in multiples on this the day of X2� , ,2006. CITY OF ORT WORTH: By:_ _ Libby Watson Assistant City Manager Date: 91 � d( STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Libby Watson,known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day 2006. w ROSELLA BARNES c� �J "c MY COMMISSION EXPIRES 6 =.,"i•....+;�` March 31,2009 Notary Public in and for the State of Texas APPROVED AS TO FORM ATTEST: AND LEGALITY: f"N" By. By. Maleshia B. er Marty Hencirilb Assistant City Attorney City Secretary NO M&C: i _QUIR D JENNIFER CONN: ATTEST: ByftBy: d NIUI� wy/ij Da10 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Jennifer Conn, known to me to be the person whose name is subscribed to the foregoing instrument,and acknowledged to me that the same was her act and that she executed the same as her act for the purposes and consideration therein expressed and in the capacity therein stated GIVEN UNDER MY HAND AND SEAL OF OFFICE this y day 2006. TESSIE M. HU i S0 Notary PUWC * * STATE OF TEXAS Notary Public in and for the State of Texas cr My Coo.EaP.W1 I/ CITY �H'C-H ky H, R`NTH, TE'.