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HomeMy WebLinkAboutContract 51794 .. �. ,—...,,.,,...--TP L1 5 17 PROFESSIONAL SERVICES AGREEMENT BETWEEN FRANK W.NEAL&ASSOC.,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 Jesus J.Chapa, its duly authorized Assistant City Manager,and Frank W.Neal & Assoc., Inc. (the"Contractor"), an entity located at 1015 W. Broadway, Fort Worth, TX, 76104, acting by and through Frank Neal, its duly authorized Principal; 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 Project Manager. WHEREAS, the City is purchasing an existing artwork by artist James Surls ("Artist") entitled Vase With Nine Flowers, ("Artwork"), a depiction of which is attached as Exhibit "A," for the Montgomery Street Public Art Project, and desires that prior to purchase a qualified engineer, licensed in the state of Texas, generate Construction Documents for a foundation for the Artwork based on information furnished by the Artist and by the Contract Manager,so that a bid for constructing the footing and installing the sculpture may be obtained; WHEREAS, the City has reviewed and accepted a Quote/Proposal from the Contractor for an estimated fee of$950.00 inclusive of stamped engineer drawings for the foundation for the Artwork, a copy of which is attached as Exhibit"C;" WHEREAS, the Montgomery Street Public Art Project is included in the Fort Worth Public Art Fiscal Year 2018 Annual Work Plan and Budget,which was adopted by the Fort Worth City Council on November 6, 2018, (M&C G-19412) and, on June 26, 2018, City Council approved additional, reprogrammed funds for the project from the 2004 Bond Program (Proposition 1) and 2007 Critical Capital Needs Program; WHEREAS,the funding for this Agreement shall come from available project funds;and WHEREAS, City and Contractor wish to set out the terms and conditions under which the work shall be performed to promote the integrity of Contractor's findings and statements. CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A—The Artwork 3. Exhibit B—Site 4. Exhibit C-Contractor's Proposal 5. Exhibit D—Compensation and Payment Schedule 6. Exhibit E—Texas Sales and Use Tax Exemption Certificate 7. Exhibit F- Affidavit All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Agreement shall control. Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy I —fe—ORD SOI 1 of 17 CITY SECRETARY °� c�� tsE P�� 0�! FT WORTH,TX 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. LI. Contractor hereby agrees to provide the City with professional structural engineering services as outlined in this section and Exhibit "C," Contractor's Proposal, which is attached and incorporated for all purposes incident to this Agreement. The Artwork, as depicted in Exhibit "A," is being purchased by the City and will be installed on City property on the north east comer of Lansford Lane and Montgomery Street, adjacent to the Western Heritage Parking Garage, 76107 ("Site"), a depiction of which is attached as Exhibit"B." 1.2. Contractor shall provide Construction Documents ("Plan"), signed and stamped by an engineer licensed to work in the State of Texas, for the foundation for the Artwork, which shall be based on sketches of a proposed footing provided by the Artist, as well as on the weight, dimensions and photographs provided of the Artwork and on the site-specific geotechnical report provided by the project manager. Together, the drawings, with other such graphic material, shall permit City to carry out a structural design review. Contractor shall provide Insurance in accordance with section 10 of this Agreement. City will conduct a review of the Plan prior to the creation of the foundation at the Site. Contractor shall be compensated under the rates set out in Exhibit "D," Compensation and Payment Schedule, for any subsequent additions, modifications, or revisions to Contractor's Plan arising from, related to,or required by undisclosed or undocumented conditions. 1.3. Contractor shall coordinate with the City to schedule work at the Site. 1.4. 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 "E," Texas Sales and Use Tax Exemption Certificate, which is attached and incorporated for all purposes incident to this Agreement. 1.5. Contractor, upon request of City, shall provide further information related to the Plan and be available to discuss the Plan with appropriate City staff for purposes of risk assessment and safety review. 1.6. Additional services, supplies, rentals, or deliverables must be approved in writing in advance of performance. Contractor will only be compensated for any such additional services or reimbursed as agreed to by the parties. 1.7. Contractor shall be responsible for the payments of all expenses incurred that pertain to services being performed under this Agreement, including but not limited to Contractor's services, cost of Equipment for the System including materials, mailing/shipping charges, engineer's insurance on the Plan, engineering costs, other insurance costs, and any additional costs for the Contractor's agents, consultants, subcontractors or employees necessary for the proper performance of the services required under this Agreement. 1.8. Contractor shall make timely payments to all persons and entities supplying labor, Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 2of17 materials, services, or equipment for the performance of this Agreement. 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"F,"Affidavit,which is attached and incorporated for all purposes incident to this Agreement. 2. TERM. This Agreement shall commence upon the date that both the City and Contractor have executed this Agreement ("Effective Date") and end after City makes payment to Contractor for all services provided under this Agreement, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Contractor an amount not to exceed ONE THOUSAND DOLLARS AND NO CENTS ($1,000.00) in accordance with the provisions of this Agreement, Exhibit C, and Exhibit D. If any conflict exists between this Agreement, Exhibit C, and Exhibit D,the terms of this Agreement shall control, followed by Exhibit D, then Exhibit C. 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 appropriations were received without penalty or expense to the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3. Breach. Subject to Section 28 herein, either party may terminate this Agreement for breach of duty,obligation or warranty upon exhaustion of all remedies set forth in Section 28. 4.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has received access to City information or data as a requirement to perform services hereunder, Contractor shall return all City provided data to the City in a format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1. Disclosure of Conflicts. Contractor hereby warrants to the City that Contractor has Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 3of17 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 and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers, agents, servants, employees or subcontractors of Contractor. Neither Contractor, nor any officers, agents, servants, employees or subcontractors of Contractor shall Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 4 of 17 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. INDEMNIFICATION. IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE CONTRACTOR SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE CONTRACTOR OR CONTRACTOR'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE CONTRACTOR EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER CITY IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY'S FEES IN PROPORTION TO THE CONTRACTOR'S LIABILITY. 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. (l) CONTRACTOR'S INSURANCE a. Commercial General Liability — the Contractor shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than$1,000,000.00 per each occurrence with a$2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Agreement. i. The City shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the City. The CGL insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations,. contractual, personal injury, or advertising injury, which are normally contained within the policy,unless the City specifically approves such exclusions in writing. ii. Contractor waives all rights against the City and its agents,officers,directors Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 5of17 and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this agreement. b. Business Auto — the Contractor shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of"any auto", including owned,hired,and non-owned autos,when said vehicle is used in the course of the Agreement. If the Contractor owns no vehicles, coverage for hired or non-owned is acceptable. i. Contractor waives all rights against the City and its agents,officers,directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by Contractor pursuant to this Agreement or under any applicable auto physical damage coverage. c. Workers' Compensation — Contractor shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than$100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. Contractor waives all rights against the City and its agents,officers,directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by Contractor pursuant to this Agreement. d. Professional Liability — Contractor shall maintain professional liability, a claims- made policy, with a minimum of$1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the Agreement or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of five (5) years following the completion of the Agreement. An annual certificate of insurance specifically referencing this Agreement shall be submitted to the City for each year following completion of the Agreement. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the Contractor has obtained all required insurance shall be provided to City prior to execution of this Agreement. b. Applicable policies shall be endorsed to name the City an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term City shall include its employees,officers,officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this Agreement are provided under applicable policies documented thereon. d. Any failure on part of the City to request the required insurance documentation Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 6of17 hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty(30)days' notice of cancellation or material change in coverage shall be provided to the City. A ten(10)days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director(Randle Harwood),City of Fort Worth,200 Texas Street,Fort Worth,Texas 76102. f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater,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. g. Any deductible or self-insured retention in excess of$25,000.00 that would change or alter the requirements herein is subject to approval by the City in writing, if coverage is not provided on a first-dollar basis. The City, at its sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the City. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the City as respects the Agreement. i. The City shall be entitled, upon its request and without incurring expense, to review the Contractor's insurance policies including endorsements thereto and, at the City's discretion, the Contractor may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Agreement until final payment and termination of any coverage required to be maintained after final payments. 1. The City shall not be responsible for the direct payment of any insurance premiums required by this Agreement. in. Sub consultants and subcontractors to/of the Contractor shall be required by the Contractor to maintain the same or reasonably equivalent insurance coverage as required for the Contractor. When sub consultants/subcontractors maintain insurance coverage, Contractor shall provide City with documentation thereof on a certificate ofinsurance. 11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS. Contractor agrees that in the performance of its obligations hereunder, it will comply with all Agreement between City of Fon Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 7 of 17 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. Contractor shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder,and shall observe and comply with all orders,laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABELITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER,LAW,ORDINANCE,OR REGULATION,WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth Frank W.Neal&Assoc.,Inc. Attn:Jesus J.Chapa,Assistant City Manager Attn:Frank Neal 200 Texas Street 1015 W.Broadway Fort Worth TX 76102-6311 Fort Worth,TX 76104 Facsimile:(817)392-8654 With Copy to the City Attorney At same address 14. SOLICITATION OF EMPLOYEES. Neither the City nor Contractor shall, during the term of this Agreement and additionally for a period of one (1) year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 8 of 17 15. GOVERNMENTAL POWERSAMMUNITIES. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the City or Contractor to insist upon the performance of any 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 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. Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 9 of 17 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. 26. IMMIGRATION NATIONALITY ACT. The City 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(1-9),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. CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS,OR LICENSEES. Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 10 of 17 27. TIME EXTENSIONS. The Parties may agree, in writing,to extend or modify any of the time deadlines set forth in this Agreement. 28. PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL. Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. ITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this day f ,2019. A CEPTED AND AGREED: CITY OF FORT WORTH: NAME By: � By: A-u.�+ 1.19 Jesus J.Chapa Frank Neal,Rresident Assistant City Manager Frank W.Neal&Assoc., Inch Date: )y`�`°� Date: ATTEST: x' ATTEST By: p !By: J. ser 0; City Secre ary ✓ Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 11 of 17 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:Anne Allen Title:Public Art Project Manager APPROV D AS TO FORM AND LEGALITY: By: ';: Jessica sv g Senior Ass' ant City Attorney Form 1295:Not Applicable Contract Authorization: M&C:Not Applicable Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Otecution Copy 1/10/14 11 of 17 CST "Ec'- FT. WORTH,TX EXHIBIT A:THE ARTWORK ;' 1 c " G J- Y' Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 12 of 17 y Yfw , �a e - I f. y `C '� di :�ykf �nM���s!q}nlwgR,.4ry• KI Ul All ri%1, w prrrrrr..r-.r.rrrrnwrrae�.w�•ost■"rrrr.'.... .........ri. Ssl�11► w r r m s r!+t-a a..n.w ;.a e.x�a -e-.k tt tt'r,u a n u f.s: c <�.0.. 2` � � t`•�; �h «�`.: a",' a- r Sok a.., e � .. • �r�� ��"w'X }yf Com` �� � .d i I t^ in flY 1 �9" r*Yr';�. «'3p�:w `wn,�r t �LT '• � �f � ��. 1. -v}wt >.z rt:,+, • 1 EXHIBIT C:PROPOSAL FWN&A Structural Engineering Project Proposal Form Date. NogLYraber 1.?018 From: Fr=k Neal Client- arta Council Attn- Amx Allen Project Su port for Sul l's ScNutane Desoplim of SeNces Provided: 1. ❑ ScherTobc Design 7. ❑ Review of Plait by Others 2 ❑ Design Development 8 ❑ Fotxalatlon Only 3 ® Construction Documents 9 ❑ Superstructure Only 4. ❑ Shop Drawing Review 10. ❑ Renovation 5 ❑ Constil"on Review 11 ❑ Observation&Report 6 ❑ Engineering Only, Client to Draw 12. ❑ RDPiRC Services Project Description i New sculpture provided by Mr Surf Scope of worts- 1 Fmidation for sculpture bused on the Luse plate dimen6onli and a xbm provided atrith the scu*lure ?. Foundation base an site specific geoteclmical report Fee_ 3450.00 Copy to Anne Allen E-Wil- aallmr8a wwncilik_org Accepted by- Note:Based upon acceptance of this aoposai and when affm lion to N proceed is given.a contract shall be fotwarded to the Client_ After Contract has been Signed. worts Signature shall be cornpieted Fes iu Fnr.K- 1.. Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 14 of 17 EXHIBIT D: COMPENSATION AND PAYMENT SCHEDULE 1. Compensation. a. The City shall pay Contractor an amount not to exceed ONE THOUSAND DOLLARS AND NO CENTS, ($1,000.00) for all services performed under this Agreement in accordance with the provisions of this Agreement, subject to the additional cost exceptions set forth in Section 1 of this Agreement. Any additional cost exceptions set forth in Section 1 of this Agreement that cause the total Agreement amount to exceed ONE THOUSAND DOLLARS AND NO CENTS, ($1,000.00) shall require an amendment to this Agreement. b. Any additional expenses not outlined in this Agreement or costs incurred by Contractor must be approved in writing by City before being added to the invoice submitted to the City upon completion of services under this Agreement. 2. Payment Schedule. a. Compensation for all of Contractor's services performed pursuant to this Agreement shall be made on an invoice basis. b. Contractor shall submit a signed invoice for an amount of FIVE HUNDRED DOLLARS AND NO CENTS Thousand Dollars($500.00)following the City's approval of the Plan. c. Contractor shall submit a signed invoice to the City's Contract Manager for final 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. Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 15 of 17 EXHIBIT E: TAX EXEMPTION Texas Sales and Use Tax Exemption Certification lids ow0ftele does not requke a numberto be valid. xxr Or o0nlaw-11"areaerV V Oly OF Foot Worth,Texas AEAresa(Saaara MMd-..D.a.l[W*FAxw ftWer+J PW*(Arw"redistunx0�n7 200 Texas Street 8173928360 b,execs,app*e Fort Worth,Texas M02 1.the purchaser named above,claim an exemption frtxm payment of salsa and use taxes(for the pwxhase of taxable Items deem bed below or on dte attached order or Invoice)Nom: Seller AD Vendons Street address: City,State.ZIP code: Descr*Mon d Rome to he purchased or on the attached order or invoice AN items. Purchaser acknowledges that this Certifreate oprimt be used for the oumhase base or rental of a motor vehicle. Purchaser claims are exemption for the fdlowkp reeaon: Municipality,Governmental FA* I understand that I wee be liable for payment of all state and local sates or use taxes which may become due(or failure fa comply with the provisions d the Tax Code srWor all applicable law. irxrderatendCratitisaertrninefaRensatbgrreanexemptionaertlificafalar(heseiarforfaxeb�itemsfhatrknosr.arMe Nmeorpurchase. "be usedhremenrwrdherlhan#mterpmasedrrlheaoedOcate,anddopancffngorrMeiwnmodfax rvo*d,Mooft(M msYMOP gem s Chun C miW*,neenor to a @storry of the second degree. WaxarerviaSion orMe Asls i Finance DirectorIM s *'V8 NOTE: This cardllcale cannot be issued Aor the purchase,base,or rental of a molar vehicle. THIS CER"FICATE DOES NOT REOME A MAMM TO 8E VALO. Sales and Use Tax'Exampbon Nrmrbers'or'Tax Exempt Nurnlam do not exist. This cord ieate should be furnished to the supplier. Do na send the completed certiNcate to the Comp11108er of Public Accounts. Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 16 of 17 EXHIBIT F:AFFIDAVIT AFFIDAVIT OF BILLS PAID Date: Affiant(Artist): Purchaser(City of Fort Worth): Property(Artwork Site): Affiant on oath swears that the following statement is true: Affiant has paid each of Affiant's contractors,laborers,and materialmen in full for all labor and materials provided to Affiant for the design,engineering,purchase,and installation of Equipment for the System at the Site pursuant to the contract executed between Affiant and the City of Fort Worth(City Secretary Contract Number ). Affiant is not indebted to any person,firm,or corporation by reason of any such construction. There are no claims pending for personal injury and/or property damages. Affiant(as listed in contract): SUBSCRIBED AND SWORN TO before me,the undersigned authority,on this the day of ,20_. Notary Public, State of Colorado Print Name Commission Expires Agreement between City of Fort Worth and Frank W.Neal and Associates,Inc. Execution Copy 1/10/19 17 of 17