HomeMy WebLinkAboutContract 53002 � x
A
E��IVE� 07Y SECRETARY
OCT 2 �0�a T RALT Z 5300a
9 2019
C11 YOFFORT WORW
CITYSECR�TAR PROFESSIONAL SERVICES AGREEMENT
BETWEEN ESSENTIAL LIGHT DESIGN STUDIO LLC AND THE CITY OF FORT WORTH
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and betyyeen the CITY OF FORT WORTH (the "City"). a home rule municipal corporation
situated in Texas, actin, by and through Dana Burghdoff, its duly authorized Interim Assistant Cite
Manager, and Essential Light Desi,,n Studio, LLC (the "Contractor*'). a Limited Liability Compam
located at 4104 Sperry Street. Dallas, TX 75214 and acting by and through Jill Mores its dUly
authorized agent, each individually referred to as a"party" and collectively referred to as the "parties"
Cite 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 desi-nated Public Art
Collection Manager.
CONTRACT DOCUMENTS:
The Contract documents ;hall include the follow ins,:
l. This Agreement for Professional Services
1 Exhibit A —The Art%wrk
3. Exhibit B— UjOamcl Lighting Dcci;n MI(I Inlhlcntc';11Wicut Bmkct for.-fivmtc t,J Light
Rcgiw t_for Qualifications (RFQ)
4. Exhibit C—Compensation and Payment Schedule
�. Exhibit D—Texas Sales and Use Tax Exemption Certificate
6. Exhibit E— Affidavit
7. Exhibit F — Insurance
All Exhibits attached hereto are incorporated herein and made a part of this Agreement fur all purposes.
In the event of any conflict het\\een the dOCUlnents, the terms and conditions o4 this A,y1'eenlent shall
Control.
Tile tel'nl --Contractor' Shall InClUde the Contractor, and his officers. agents, einploAees, representatkes.
Ser\ants. C011traCtOCS 01'SUbC0l1traCt0rS.
The term `C'ity" shall include its officers. employees. agents, and representatives.
1. SCOPE OF SERVICES.
1.1. Contractor hereby agrees to provide the City professional lighting assessment and desk-n
services. and an implementation budget for upgrades to the Armork depicted in Exhibit "A"
("Artwork") as Outlined in this section and Exhibit "B." r jOate(I Dcs n aml
1mplcmcwation Butlgct 10r fi imc of Light Reyllest fruf Oualilh ations RFQ"). The Armork titled
,41* nuc 0/Li,,rht by Cliff Garten Studio is okmed by the City of Fort 'Forth and is comprised of
six independent. stainless steel Sculptures sited in the medians on Lancaster Avenue in dowmcmit
Fort Forth ("Site") as depicted in Exhibit A. and further described in the RFQ. Exhibit B.
L?. Contractor agrees to consider approaches to meet project goals that: a) enhance the
aesthetic nighttime appeal and brightness ofthe installation; 2) allow for special programming Pei-
tile originating artist's recommendations and special requests: 3) provide cost etfectiye and
maintenance efficient implementation recommendations: and q) maintain the integrity of the
artist's original intent as best possible. Additionally. Contractor y01 reyieyv drmy,inns and
I'Iot'e:slonal S n\ice; A_rcem�nt heh�.cen Cih ul 1 nn riith anal f.s_,ential Li�huna[)e�ign Sui�u� LLB i�.� '���}��,RECORD
+ecution Co 1)/
Page 1 of 21 b 1Z. E&WARY
L ' WORTH,TX
f_.
desions for landscaping in the medians as required and as ava�lable, adding recommendations that
consider cost and infrastructure leveraging and efficiency.
1.3 Contractor agrees to submit a written assessment report titled "Condition Assessment and
Understood Stakeholder's Expectations Report for_lvemic of Light'.
1.3.1 Contractor agrees to assess the existing light system and pro%ide a
comprehensive written report supported with images as necessary and listing all
parts and components detailin�-, �,eneral conditions and v�orkin<g status. City
agrees to provide Contractor with design and construction documents and past
service orders as a ailable.
1.3?. Contractor agrees to meet %with City staff �nd other individuals identified by
Contract Manager ("Project Stakeholders )'� to evaluate project expectations.
Project Stakeholders which may include. but,is not limited to. City Departments
and staff, Council Member Zadeh, Dovvntor n Fort Worth Initiatives, ]nc.. the
Lancaster Task Force, the Dovyntovvn TIF 4, Board, and the City's landscaping
contractor. Contractor shall communicate vvi�h the ori( inatin- artist as necessary
and at Citv's request.
1.4. Contractor 1(11-eeS to submit the Updated Lightimr Design and Implementation Budget
("Plan") to the Contract Manager for review and feedback at least t%�o reeks prior to presenting,
the Plan at a regularly scheduled meeting of the Fort Worth Art Commission
1.4.1 Upon completion and submission of the Plan and acceptance by Contract
I'/lana�,er, Artist shall present the Plan to the FWAC for joint review with Project
Stakeholders and appropriate Cite staff, and for the FWAC's approval at a
regularly scheduled FWAC meeting with a date and time mutually agreed upon.
The Plan shall subsequently be shared vv ith City boards or commissions, as
appropriate.
1.4.2 City shall notih Contractor of its approval, or disapproval, of the Plan vwithin
thirty (30) business days of Artist's presentation to the F%%AC.
1.4.3 If Ciri disapproves of the Plan. either in whole or in part. then C'it% shall inform
Contractor of each revision to be made to the Contractor. City may require
Contractor to make such N%isions to the Contractor as City deems necessary in
its sole discretion and or for the Work to comply with applicable statutes,
ordinances, or regulations of anv governmental regulatory agency having,
jurisdiction over the Site for reasons of safety and security.
1.4.4 Contractor shall have thirty (30) calendar days from the date City informed
Contractor of the revision(s) to present the rev iced Preliminary Design in
conformance \\Ith Cit\'s regUUYments.
1.4.3 If Citv disapproves of the resubmitted Plan, any further Plan resuhrnissions will
be by mutual agreement of the Parties and subject to the procedures and terms in
EFDS-we do not this Article. If the Parties desire not to continue with the resuhmission process,
supply engineered then this Agreement will automatically te�nimate, vwith payment for vyork
stamped drawings
as we are not performed per the payment schedule in EXlhibit "E" up lhroUgh the date of
licensed engineers. termination.
We will supply 1.4.6 Upon City approval of the Plan. anv revisions made to a City-approv ed Plan shall
lighting drawings become part of the Plan. Contractor sh,.ill incorporate anv City-appruyed
that indicate light revisions into the final Plan in conformance vv ith City's requirements.
fixture locations �
and control 1.5. Contractor agrees to pros ide implementation construction documents, @,`+ ; ,
directives. and equipment specifications for the approved Final Updated
Lighting Design.
Pr�ic;tiu,n.d tics i�rs \_IC�OKI7L hct��cen l ih 01 I MI A\uuh-ut,i l 11,11U,11 l "tUd _I L('
I`�cruUunlnh� I�� IS I`/
Page 2 of 21
1.6 Contractor agrees to be available to City by phone or in person to rev ievv plans for future
landscaping on the medians. Contractor shall prov ide revised drawings thruu11h an amendment to
this agreement for additional services and compensation as necessary.
1.6. 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 Areement in substantially the same form as Exhibit
Texas Sales and Use Tax Exemption Certificate, wfiich is attached and incorporated for all
purposes incident to this Agreement.
1.7. Contractor shall prov ide Insurance in accordance w ith section 10 of this Agreement.
1.8. Contractor shall coordinate vv ith Contract Manager to schedule work at the Site.
1.9. Additional services, supplies, rentals, or deliverables must be approved in writing in
advance of performance. Contractor will only be compensated for am_ such additional services or
reimbursed as agreed to by the parties.
1.10. Contractor shall be responsible for the payments of all expenses incurred that pertain to
services being performed under this Agreement.
1.11. Contractor shall make timely payments to all persons and entities supplying labor,
materials, services. or equipment for the performance of this Agreement. Contractor shall
furnish the City an affidavit certitving that all bills relating to services or supplies used in the
performance of this Agreement have been paid. attached hereto as Exhibit"G." Affidavit.
2. TERM.
This Agreement shall commence upon the last date that both the City'_,, and Contractor'."
authorized agents have executed this Agreement (--Effective Date") and end after CltV makes payment to
Contractor for all services proylded under this Agreement, unless terminated earlier in accordance \N Ith
the provisions of this Agreement.
3. COMPENSATION.
The City shall pay Contractor an amount not to exceed TWENTY-FIVE MMISAND
DOLLARS AND NO CENTS 625,000.00), in accordance with the provisions of this Agreement,
Exhibit B. and Exhibit C. the amount under this section shall not obligate City to pay the full amount
and shall not he construed as a guaranteed allIOunt pa\able to Contractor. pa\Illent from the Clt\ to the
Contractor shall be made on an invoice basis follovvin receipt of a signed invoice with adequate
deliverables provided at submission of invoice, all in form acceptable to the City. Contractor shall not
perform am additional services for the City not specified by this Agreement unless the City requests and
approves i❑ vvritin,_� the additional costs for such services. The Cit} shall not be liable for any additional
expenses of Contractor not specified by this Agreement unless the City first approves such expenses in
writing_. If any conflict exists between Exhibit B and Exhibit C, the terms of Exhibit C shall control
follokyed by Exhibit B.
4. TERMINATION.
4.1. Convenience. The Citri or Contractor may terminate this Agreement at ally time and for
any reason by providing the other party vyith 30 day s' w ritten notice of termination.
Pmlu,uataI>en ice, VIIeeilenl hct%�Cen Ct\ of I-"it\A ortII,uui ISIC])tcll Liehtin2 I)eaLn stLIJI0 LLC
I-_ACCULUn In 18 I i
Page 3 of 21
4.2, Non-appropriation of Funds. In the event no funds o insufficient funds are appropriated
by the City in am fiscal period for any pa}menu due hereunder, ity \01 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 Cih o any kind whatsoever, except as to
the portions of the payments herein agreed upon for which funds have een appropriated.
i
4.3. Breach. Subject to Section 27 herein, either party i�tay 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 fir services actually rendered up to the effective date
of termination and Contractor shall continue to provide the City with services requested by the Cite and
in accordance vyith this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Contractor shall provide the City with c)pies 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 seryices hereunder, Contractor shall return all City
provided data to the City in a format deemed acceptable to the City.
�. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL, INFORMATION.
�.I. Disclosure of Conflicts. Contractor hereby warrants to the City that Contractor has
made full disclosure in vvritillU of and existing, or potential conflicts of interest related to Contractor's
seryices under this A-reement. In the event that am conflicts of interest arise after the Effective Date of
this Aureement, Contractor hereby agrees immediatelN to make full disIplosure to the City in writing.
�; . Confidential lntitrmation. Contractor, for itself' it� officers, agents and employees,
aurees that it shall treat all information provided to it by the Cite as clonfidential 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 user; to access, modify, delete or otherwise corrupt City
Information in any way. Contractor shall notify the Civ, irtu»ediately if the security or integrity of am
CitN information has been compromised or is believed to have been compromised_ in which event,
Contractor shall, in (,00d faith, tue all commercially reasonable efforts to cooperate with the City in
identifvin,) what information has been accessed b% unauthorized means and shall fullv cooperate with
the City to protect suCh information front further unauthorized diSCIOSUI-e.
6. RIGHT TO AUDIT.
Contractor agrees that the Citti shall, until the expiration of three (3) years after final payment
under this contract, or the final ConClusion of any audit commenced durin' the said three years, have
access to and the right to examine at reasonable times aw, 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 workspace in order to conduct
audits in compliance with the provisions of this section. The CIO, hall give Contractor reasonable
advance notice of intended audits.
Contractor further a-rees to include in all it: subcontractor agr ements herewtder a provision to
Prolessvomd sC1\Tres.A 2i xinent C itk ui l It w nrth anal I, CllUal Li_htin--'Des i�,n I tWdi� I LC'
f{�ciuuunCoh� lip 18 I`�
Page 4 of 21
the effect that the subcontractor aorees 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 direct(\ pertinent books. documents.
papers and records of such subcontractor involving transactions related to the subcontract. and further
that Cite shall have access during normal v\orkin- hours to all subcontractor facilities and shall be
pro%ided adequate and appropriate \wrk 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 vpork 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
A-reement, 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, auents, servants, employees.
contractors and subcontractors. Contractor acknowledges that the doctrine of respondcat superior shall
not apply as bemeen the City, its officers, agents. servants and employees, and Contractor, its officers,
agent;, employees, servants, contractors and subcontractors. Contractor further agrees that nothing"
herein shall be construed as the creation of a partnership or joint enterprise bemeen City and
Contractor. It is further understood that the Cit% shall in no way be considered a Co-employ er or a Joint
employer of Contractor or am officers, agents, servants, employees or subcontractors of Contractor.
Neither Contractor, nor any, officers, agents, servants, employees or subcontractors of Contractor shall
he 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 am 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 DANIAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANh' KIND OR CHARACTER,
WHETHER REAL. OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR ONIISSION(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 DANIAGE 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 NYITH 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
wt n cost and expense, any claim or action against the Cite for infringement of any patent,
copyright, trade secret, or similar property right arising from City's use of the Work in accordance
1)1ote,S and ticn icr,A-,Ieement h<t\\een(,M of 1-ort Lssenual LiuhUm_Deslun"tudio LL('
` I WCW1011loilv In I 19
Page 5 of 21
with this Agreement. So long as Contractor bears the cost and expense of payment for claims or
actions against Cite pursuant to this section, Contractor shall have the 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; however, Cite shall have the right t full- participate in any and all
such settlement, negotiations, or lawsuit as necessary to protect ity's interest, and Cite agrees to
cooperate with Contractor in doing so. In the event City, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City 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; however, Contractor shall fully participate and cooperate with City in
defense of such claim or action. City agrees to give Contractor Ornely written notice of anv such
claim or action, with copies of all papers City may receive relating thereto. Not vithstanding the
foregoing, City's assumption of payment of costs or expenses shall not eliminate Contractor's duty
to indemnify City under this Agreement. If the Work or any part thereof is held to infringe and the
use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Contractor shall, at its own expense and as City's sole remedy,
either: (a) procure for Cite the right to continue to use the Work; or (b) modify the Work to make
201
it non-infringing, provided that such modification does not materially adversely affect City; or (c)
replace the Work with equally suitable, compatible, and functionally equivalent non-infringing
Work 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 anN of its duties obligations or ri�,hts under this
Agreement kkithout the prior kkritten consent of the Citk; hokkeker, Ci N expresslygrants Contractor the
right to subcontract en<,ineerim, services. If the City grants consent tc an assignment. the assignee shall
execute a kkritten agreement vkith the City and the Contractor under kkhich the assignee aurees to be
bound by the duties and obligations of Contractor under this Agreem nt. The Contractor and Assionee
shall be jointly liable for all obligations of the Contractor under this A reement prior to the ettectike date
of the assignment. If the City ,rants consent to a subcontract, the su contractor shall execute a written
a(11*eenient vkith the Contractor I-C erencinh, this A"reement under whi h the subcontractor shall a(nree to
he bound by the duties and obligations of the Contactor under th s Agreement as such duties and
obligations mak apply. The Contractor shall provide the Citk vkith a fully executed cope of any such
subcontract.
10. INSURANCE.
Contractor shall provide the Citk vkith a vvaiker of insurance. at ached as Exhibit' F.
it. COMPLIANCE WITH LAWS, ORDINANCES, RULES A NM REGULATIONS.
Contactor agrecs that in the perfrnmance of its obligations ereunder, it vkill comply with all
applicable federal, state and local Lms, ordinances, rules and regulati ris and that ank vkork it produceS
in connection kkith this Agreement vkill also comply vkith all applicable federal. state and local Wks,
ordinances. rules and regulations. If the Cif, notifies Contractor of am %iolation of such laves.
ordinances, rules or relulations. Contractor sliall immediatelk desist fi-oni and correct the violation.
Pmre,swnal sen ice,A-nQCnlent Ihet\keen C'u� �,I FO[l kA uith.tn,l Ls,enual I 12h1n2 Dcvisn SwJi .I LC
I:\C,Lawn III IS 11)
Page 6 of 21
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 emplo}ment of an-, individual or group
of individuals on am basis prohibited by lm . if any claim arises from an alleged violation of this non-
discrimination covenant b} Contractor. its personal representatives, assigns, subcontractors or successors
in interest, Contractor agrees to assume such liability and to indemnity and defend the City and hold the
Cite harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusivelN 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 tilail, registered, return receipt requested. addressed as
toIIo\1 s:
City of Fort Forth Essential Lighting Design Studio, LLC
Attn: Dana Bur1111dotf. Interim Assistant City Manauer Attention Jill Mores. Partner
'100 Texas St. 4104 Sperry Street
Fort Worth TX 76102-631 1 Dallas, TX 7�214
Facsimile: (817) 392-865 4 Facsimile: ( )
With Copy to the City Attorne% at same address, and
Martha Peters, Director of Public Art
Arts Council of Fort Forth
1300 Gendv Street
Fort Worth TX 76107
14. SOLICIT ATION 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 emplo3ment or employ. whether as employee or
independent contractor, am person Mio is or has been employed b} the other during, the term of this
Aoreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,
this prop ision shell not appl% to an employee of either part} vv ho responds to a general solicitation of
advertisement of enrplo}nrent by either part%.
15. GOVERNMENTAL POWERS/IMMUNITIES.
It is understood and agreed that by CXecution of this Agreement, the City does not waive or
surrender any of its goverrnnental po%%ers or immunities.
16. NO WAIVER.
The failure of the Cite or Contractor to insist upon the performance of am term or provision of
this Agreement or to exercise am right granted herein shall not constitute a waiver of the Cit}'s or
Contractor's respective right to insist upon appropriate performance or to assert and such right on any
future occasion.
Pn,fessu,naI se Iv ices.Adlce0leilt het%�:et C it,ul r oxt v11wII and I_sseIIt131 1 12ht n!Decifllt stUd11) IJ,
1:wcuIHNI C(,p\ II) I 19
Page 7 of 21
17. GOVERNING LAW/VENUE.
This Agreement shall he construed in accordance with the ( ws of the State of Texas. If any
action, Miether real or asserted, at la�� or in eduity, is brought pLirSLIinl to this Agreement, venue for such
action shall lie in state courts located in Tarrant C011nt%. Texas or the United States District Court for the
Northern District of Texas, Fort worth Division.
18. SEVERABILITY.
If anv provision of this A-reement is held to be invalid, ille al or unenforceable, the validity.
legality and enforceahility of the remaining provisions shall not in any ay he affected or impaired.
19. FORCE MAJEURE.
The City and Contractor shall exercise their best efforts to meet their respective duties and
obli,,ations as set forth in this Agreement, but shall not be held liable tot- anv Belav or omission in
performance due to force majeure or other causes hewnd their reasonable control, including. but not
limited to, compliance vpith any government lavy. ordinance or regulation, acts of God. acts of the puhlic
enemy, tires, strikes. lockouts, natural disasters, wars, riots, mate-Tial or labor restrictions by anv
0overnmental authority, transportation problems and'or any other simil�r causes.
20. HEADINGS NOT CONTROLLING.
Headings and title; used in this Aoreement are for reference purposes only, shall not he deemed a
pert of this Agreement, and are not intended to define or limit the scope of anv provision of this
'1ureement.
21. REVIEW OF COUNSEL.
The parties ackno� ledge that each party and its counsel liav e reviewed and rep iced this
Agreement and that the normal ruleS Of COnStl'uCt1011 to the effect that any ambi"nlTtes are to be resoked
a,ainst the draftin, party shell not he employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS.
No amendment of this Agreement shall be hinding upon a par y hereto rude» such amendment is
set forth in a ��ritten instrument. hich is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the Schedule of exhibits attae ed hereto and anv documents
incorporated herein by reference. contains the entire understanding and agreement between the Citti and
Contractor. their assigns and successors in interest. as to the matters contained herein. Am prior or
contemporaneous oral or ��ritten agreement is hereh\ declared null nd void to the extent in conflict
w ith any proy ision of this Agreement.
2.1. COUNTERPARTS AND ELECTRONIC SIGNATURES.
This Agreement may be executed in one Or more counterpart and each counterpart shall, for all
Pwtc�sional Scn ice;.lnrccmeni Crt\ of F„rt U mth an,t Ls;cnual Li2hun2 DeIILil stu.ln, t I C
t\ecu11(1[1
Page 8 of 21
purposes, be deenled an original. but all such counterparts shall t0111ether constitute one and the same
instrument. A signature received via facsimile or electronically via enlail shall be as le-alk bindin« 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. City must give "ritten notice of any breach of this varranty section �%ithin
thirty (30) days front 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 tyith this «arrant), or(b) refund all fees paid b% the C'it) to Contractor
under this Aureement. This v�arranty section shall Survive an) expiration or termination of this
Agreement.
26. IMMIGRATION NATIONALITY ACT,
Contractor shall verif} the identity and employ meat eligibility of its employees "ho perform
work under this Agreement, including completing the Employment Eligibilit" Verification Form (I-9).
Upon regLleSt by Cit). Contractor shall proA ide City with copies of all 1-9 forms and SLlppOrtillg ehglbihty
dOCLtnleiltati011 for each elni)10 'ee who perforlllS �%ork Under this A(,reetnent. Contractor shall adhere to
all Federal and State laws as Fell as establish appropriate procedures and controls so that no services mill
be performed by any Contractor employee who is not legally eligible to pertinm such services.
CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONTRACTOR, CONTRACTOR'S ENIPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City. upon N%ritten notice to Contractor, shall have the right to inlnlediatel) terminate this
Agreement for �iolations of this provision b� Contractor,
29. TIME EXTENSIONS.
The Parties ilm agree, in «rlting, to extend of modlfl all% of the tittle deadlines set forth In this
Agreement.
30. ISR4EL
If Contractor is a eonlpany �yith ten ( 10) or more full-time employees and if this Agreement is for
$100.000 or more. Contractor acknoMed-es that in accordance v�ith Chapter 2270 of the Texas
Go�ernnlent Code. the City is prohibited from entering into a contract N%ith a eonlpany for goods or
Sery ices unless the contract contains a �%ritten verificatloll front the conlpam that it. ( 1 ) does not boycott
Israel: and (2) will not boycott Israel durin�� 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 Gm ernment
Code. If applieable under this .lgi•eenteut and Contractor is considered it "contpcnj%"by signilk(this
Agreement, Contractor certifies that Contractor's signatm-e provides written verificution to the 00,
that Contractor: (1) dues not bnj•cntt Ist°ael; and (2) will not boycott Israel during the term of the
igreem en t.
IN WITNESS WHEREOF. the parties hereto ha4e executed this Agreement in multiples this Z -' day
of C>- . 2 019.
Pwl,:SS ,nal Scl eement hehieCn(ib of I oft worth and i.„entIJI I iehUmL Dea'_'n Stu,ln, 11A
utiomCop% lu I,N Iv
Page 9 of 21
ACCEPTED AND AGREED:
CITY OF FORT WORTH: ESSENTIAL IGHTING DESIGN STUDIO,
LLC
B�: f
Dana Burgh ff I V B�y
Interim Assistant City Manager Jill KIcr e
Authorized Agent
Date: Zg Date: i24,a
CONTRACT AUTHORIZATION:
M&C: N'A
APPROV AS TO FORM AND LEGALITY:
BN: rN
lssice a sv g
Senior ststant City Attorney
Form 129�:NA
CONTRACT COMPLIANCE NIAN,AGER:
BN signing, I ackno,,N ledee that I am the person responsible for the
nto . on and administration of this contract, including ensuring
all rmance and eport equirements.
Jennifer C nn,P bl' Art Collection Manager
Arts Cou it of Worth
T S
By:
Mary 1. Kayser
City Secretarv_
M&C N,A
OFFICIAL RECORD
CITY SECRETARY
FT WORTH,TX
Pnae—wria[sc;Nice, \_recmctit nemcen l its ot Few U„nh and I s cntial I relit ng Desi,n Studio r I('
F�ccuuun<„fit I ' I R l y
Page 11 of 21
EXHIBIT A
THE ARTWORK
r .
F4
Z
f
i
tl
+`YF� 4M
Avenue of Light, 2009
Cliff Garten Studios
Professional Services Agreement between City of Fort Worth and Essential Lighting Design Studio,LLC
Execution Copy 10/18/19
Page 11 of 21
. a
EXHIBIT A
THE ARTWORK
or
dnOr�nstudb +�+.F...w n �
nesaoia wn. ufv a„r„a.�, 1.0
a�o:s�e r+uc oan,r of
:tit17
ad
• 0 0 a 46 ! i •
Professional Services Agreement between City of Fort Worth and Essential Lighting Design Stu lio,LLC
Execution Copy 10/18/19
Page 12 of 21
EXHIBIT B
I PDATED LIGHTING DESIGN AND I-IIPLE,LIENT,4TION BUDGET FORA VENUE OF
LIGHT REQUEST FOR QCALIFICATIOAS(RFQ) (EXCERPTED)
V VA VL
FORT WORTH PUBLIC ART
UPDATED LIGHTING DESIGN AND IMPLEMENTATION BUDGET
FOR A I EN[E OF LIGHT
REQUEST FOR QUALIFICATIONS
Deadline: 5:00 PAI Local Tinte, Friday June 21,2019
Fort Worth Public Art(FWPA),a City of Fort Worth program managed by the Arts Council
of Fort Worth &Tarrant County, Inc, requests qualifications from professional lighting design
firms and/or individuals to provide an updated lighting design and implementation budget
for a public artwork titled.Avenue of Light by Cliff Garten Studio. The selected applicant may
be considered for project management of future implementation. The deadline for responses
to the Request for Qualifications is Friday,June 21,2019.
PROJECT BACKGROUND
Avenue of Light includes six independent, stainless steel sculptures by California-based artist
Cliff Garten Studio sited in the medians on Lancaster Avenue in downtown Fort Worth.
Installed in 2009,the artwork is a member of the Fort Worth Public.Art Collection. Dimensions
of the sculptures and cement pedestals and a site plan are attached as Attachment"A''. Each
sculpture is made up of 101 stacked, electro-polished stainless-steel plates with water cut
designs and each are lighted by various sources: 1) internal lighting integrated inside each
pedestal, and 2) stand-alone fixtures situated on the east and west side of each sculpture. A
lighting program operates via a centrally located wireless DMX controller, repeaters, and a
combination of antennae for the central four sculptures and independent controllers on the
remaining two flanking swlptures. Access to the frequency signal on the Avenue has been
challenged by increasing city infrastructure and surrounding development causing connection
issues. The selected applicant will recommend the best, most reliable long-term solutions to
ensure success in lighting the sculptures.
Additionally,the city is exploring adding landscaping to the avenue and the selected applicant
may be required,thru a contract amendment,to review submittals for landscaping design with
city to coordinate the implementation of his her design with art approved landscaping plan.
PROJECT GOALS
Applicants to this Updated Lighting Design and Implementation Budget RFQ for Avenue of
Light should address approaches that accomplish the following goals:
• Enhance the aesthetic nighttime appeal of the installation
• Allow for special programming per the artist's recommendation and special requests
• Provide cost effective and maintenance efficient implementation recommendations
• Maintain the integrity of the artist's original intent as best possible
SCOPE OF SERVICES
The selected applicant will provide an updated lighting design and implementation budget for
improvements to, or replacement of, existing equipment and components dedicated to lighting
1'm(esuatal lien ice,.A_lean,nt het��"n C rt% of tart U orth a11,1 ta,entctl 1,1�111un!De,l_n Stu,hn I.1,(
I \ccuUunC�rh�
Page 13 of 21
Avenue of Light. The design strategy must consider the artist'- original intent but note
recommend alternative methods and materials. Services%Sill include:
• 1 comprehensive assessment of the existing light sN:stenr
• Meetings%%ith citN stafTand the artist(b, phone or email)as noeessar�
• Implementation documents and specifications for lighting design plan
• A recommended implementation hudget
• Design revizN,6 presentations and meetings including a final dzsigrt presentation to the
Fort Worth .art Commission which provides guidance to the City of Fort Worth Public
Art program and males recommendation to Council.
PROJECT TINIELIN'E
applicants nla} be interviewed prior to a final selection and by submitting to this RFQ agree to
he available in person or by phone lirr inlerie%%s. as requested. 'Ibe Selected Applicant will
enter into it Professional Ser ices agreement%%ith the Cite of Fort Worth fir services detailed in
this RFt1.\Kith all scope of%\ork prepared for final presentation«idiin six months rollo%\ing the
exccution date of the agreement. ']lie Fort Worth art Commission will rcvie%v and recommend
the final design.
PROJECT BUDGET
•llre cily shall pay the Selected applicant an amount not to exceed 525,000A)firer all Services.
exclusive ofsureNs.
SCHEDULE FOR SELE.('TIO\PROCESS AND A%%aRD
The following is a tentative schedule for the submission of qualifications and interest.
Deadline for Submission of Questions .tune 12,2019
RFQ Submittal Due Date .June 21,2019
Shortlist Determination if required) .June 28,2019
Intemiew Date if required) .lulu 9,2019
Anticipated Selection Date .July 12,2019
• .4 ' fS AND EXAtA ATIO\CR17'ERIU( l � 1 REQIIRF� FSIBMIT IEN' :\
l subrtrissiorn must pnx ide all requested information. Application packages marked
"UPDATED LIGHTING DESIGN'AND INIPLENIEN'TATION' BUDGET FOR A J EAUE
01,- GII""!"will he accepted until Friday.June 21.2019 a 5:00MI CbIT. Submissions must
consist of'the follo%%ing items in the proper form and by the dcadlille i� order to be considered.
1) Letter of Interest Signed by a perYon authorized to bind the Applicant.
2) Demonstration of Oualifications and F\perience - it maxinuml of ti-ht pages including.
ex:unples ol'previous projects,references.and other Support materials.
3) Finn Information Resuntc(s). organizational chart, and any materials that support
professional qualifications
4) Proof of Insurance (Exhibit B). By submitting to this "MATED LIGiiTING
DESIGN AND IMMEWAfATIO\ BUDGET FOR.I VENUE-OP-L1GHYT RFQ,
applicant acknor%ledges that he she has read and understands the insurance requirements
for the agreement. applicant also understands that the evidence of'required insurance
must he submitted within liltear (IS) days lullo%%ing the signing of it professional
sen•ices agreement. The in mranee requirements are attached as Altacluvenl-A.-
Pmtc��uatal�,el ice, A_ircmcnt hetu!en Cup of I at LsIenu.d l i2hun�De,[L'n'�wd o,I.I.('
I \eruuun loin I R N
Page 14 of 21
Submittals +ill be revie%%ed by Cite of Fort Worth and FWPA staff. and it member of the Art
Coninriission or their selected representative. The Selection CotiimitWe shall detcmunc if the
selection cant be illade oil the basis of the written materials only, or If interviews are necessary
%%till up to three of the highest ranked Applicants.
Failure to provide the requested materials shall result in a determination that the applicant is
non-responsive. Additionally. the Selection Committee will evaluate and award points to each
submittal based upon the evaluation cnLcria its outlined belox%, with a maximum number of
points possible for each criteria and not the nlinunuim number that may be awarded.
.A. Letter of Fiiterest- 10 points
A letter of interest must indicate ability and availability to provide services relevant to
this project, including an overall project philosophical approach.
B. Qualifications and Work Experience-40 points
Please proved a detailed description of experience in services relatable to this projea
specifically to artwork and/or landscaping including at least three successful projects
within the past 60 months. "Successful completion" means completion of a project
within the established schedule and budget. Project information shall include, at a
miuinuim: name of company or organization: contact nanie, contact address: telephone
number and eniail address, and project description and ser ices provided. References
niav be checked. .applicant agrees that all information is accurate and current and
authorizes the City's representative to verify all inforination trom these references acid
releases the City and its representative front any liability in connection \pith the
infonnalion provided.
C. Finn Information 40 points
Please include identification uiforniation. legal nanie, location ol'piincipal ofTice.ability
to provide services in the State of 'texas, general description of services provided by
firm zinc]number of years in business,and any clainis or litigation against the firill within
the last live years explaining the circumstances and outcome. Identif\ each key
personnel member that will render services related to this project including title and
relevant experience and indicate their roles and responsibilities for services to be
provided.
D. Proof of Insurance 10 points
In the event that oral inlervie«s are required. .applicants may be requested to provide
information regarding their approach to the project in addition to further discussion to
Qualifications and Experience and Fir i hifor cation. Ural Interviews will be scored as follows:
40 Experience and Qualifications
20 Finn Information, including fee schedule
40 Protect Awroach
100 Total Possible Points for Ural Interviews(as necessary)
Written questions regarding the project contained in this RFQ or the subuuttal
requirements mat be directed to Jennifer Conn via e-mail at jcommiefivpublicurt.org.
Clarifications, additional information, corrections or changes to the RFQ Rill be made in
a tunely manner and to all applicants.
Pnl'��,wnul ti r�i��,.A_term<nt hcMcrn C'iu of hoxt\knfth.lnd lehuna titudw I k
I\Ccutmn Copv I n 18 I v
Page 15 of 21
Qualifications are due at the following address no later than 5:00 PXI CHIT on Friday,
.tune 21,2019. Qualifications received after this deadline will not he considered. The Cih
of Fort Worth and Fort Worth Public Art are not responsible for non-receipt of
Qualifications sent by mail or courier.
Submissions to this 'TTDATED LIGHTING. DESIGN AND INll'1LENIENTATION BUDGET
I OR .4I"F.NUE OF LH711V RF`) may be submitted by c-mail to: JemtiCer Conn at
ioomtO'�artscouneilfw.ore or regular mail at the addrass listen below.
Jrnnilir Conn, Fort Worth Public Art Collection Manager
arts Council of Fort Worth
1300 Gend,, Street
Fort Worth.Texas 76107
I)Ikfles,nalal Cc, A 2ircuicnt hch Ceti CM ul I ont\\ 1111.ulJ H
- � � I�cCuurn�lll� lu 13 I'+
Page 16 of 21
EXHIBIT C
COMPENSATION AND PAVMENT SCHEDULE
1. Compensation.
a. Total compensation to Contractor under the Agreement shall he in an amount up to
TWENTY FIVE THOUSAND DOLLARS AND NO CENTS (525,000.00) "hich shall
constitute full compensation for any and all costs associated with the Agreement, including.
but not limited to engineering and consulting, design and construction documents and all
other services performed and materials furnished by Contractor under this Agreement.
Contractor and City ma% amend this Aureement to allow for additional payment if additional
set-%ices are required.
b. Contractor %gill hill City for Equipment. materials. any other supplies, and shipping and
handling (collectively "Items") ordered by Contractor at the actual rate for the Items.
Contractor kvill not hill Cite for tax pursuant to Contractor's use of Exhibit D as outlined in
this Agreement.
c. Any additional expenses not outlined in this Agreement or exhibits incurred bi Contractor
must be approved in m-iting by Contract Manager before being added to the invoice
suhmitted to the Cite upon completion of services under this Agreement.
d. Compensation for all of Contractor's services performed pursuant to this Agreement shall he
made on an invoice basis.
e. Contractor shall submit a signed invoice to the Clty's Contract Manager for payment wider
this Agreement within fifteen (13) days of completing services under this Agreement and
include any necessary receipts.
f. Cih shall compensate Contractor in bill in thirty (30) days or less after receipt of
Contractor's final invoice and all deliverable:.
�. Pay meat Schedule.
l_;lpon receipt of invoice. Ciry agrees to pay Contractor in the follovking installments set forth
below, each installment to represent full and final, nun-refundable payment for all services and
materials provided prior to the due date thereof:
a. FOUR THOUSAND DOLLARS AND NO CENTS (S4,000.00) within thirty (30) calendar
da)s after Contractor suhrnits the Condition ;Assessment and Understood Stakeholder',
Expectations Report for _Ircmw u/ Light as required under Section 1.3. of this Agreement to
Contract Manager.
hoiesswna d Sci�ices.A_iccment hcu�een Cih of FoM�1 mill and ISS01tial 1 iahnm_Devi'�n StU1110 I LC
P\ecuuonCoI,% Iu I I9
Page 17 of 21
b. SEVEN THOUSAND DOLLARS AND NO CENTS (S7,000.00) within thirty (30)
calendar da}s after Contractor makes a presentations) of the Contractor's Plan to the FvA'AC
and Project Stakeholders. Contractor shall submit the Contractor's Plan to Contract Manaaer
for review at least tyvo vweeks in ac1vance of the scheduled FWAC meeting,.
c. TWELVE THOUSAND DOLLARS AND NO CENTS(S12,000.00) within thirtN-five (5)
days after receipt b} City and approval of the Final Updated Lighting Design Construction
Documents and Final Implementation Budget.
d. The total compensation in Section 3 InClUdeS payment to� post-DOCUnlent SUbmission t01" tip
to three phone or in-person meetings with Project Stakeholders to diSCIISS. review, and make
comment on and documents or plans for future landscapi.Ig implementation, in an amount up
to TWO THOUSAND DOLLARS AND NO CENTS(S2,000.00).
EXHIBIT D
Pmlcsvoflal tiers icr, A-neenxent bctv,ecn l m of tort\1 orth and t 1 iehumz IJA
1\ecuuor l ohs 11) 18 1`)
Page 18 of 21
Texas Safes and Use Tax Exemption Certification
This certificate does not require a number to be valid.
Name of purchaser,Irm at agency
City of Fort Worth,Texas
Address(Sheet d number.P.O.Box of Routs number) Phone(Area code and number)
200 Texas Street 817392-8360
City.State.VP code
Fort Worth,Texas 76102
I,the purchaser named above,claim an exemption from payment of sales and use taxes(for the purchase of taxable
items described below or on the attached order or invoice) from.
Seller: All Vendors
Street address: City,State,ZIP code:
Description of items to be purchased or on the attached order or invoice'
All items. Purchaser acknowledges that this Certificate cannot be used for the purchase,lease or rental of a motor
vehicle.
Purchaser claims this exemption for the following reason.
Municipality,Governmental Entity
I understand that I will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with
the provisions of the Tax Code and/or all applicable law.
l understand that it isa criminal offense to give an exemption certificate tothe sellerfortaxable items that l know,atthe time ofpurchase,
will be used in a manner otherthan that expressed in this certificate,and depending on the amount of tax evaded,the offense mayrange
from a Class C misdemeanor to a felony of the second degree.
PurUaser Tile Date
here Finance Director/CFO YWVA`l vJ"8
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 M send the completed certificate to the Comptroller of Public Accounts.
EXHIBIT E
Pnole swnal "en ire,.A!iccmawnt hety, cn City of I t k\mIII:ui,i I-sunu_tl Ltehlm_DC.i_n tit Lill in_1 LC
E�ccuuun Cole 11)
Page 19 of 21
AFFID.->,VIT'OF BILLS PAID
Date:
Affiant(Contractor):
Purchaser(City):
Propert}
Affiant on oath swears that the follo�N ing staters nt is true:
Affiant has paid each of Affiant's contractors, laborers, and materialmen in Il for all labor and materials pro),ided
to Affiant for the construction of any and all improvements on the property. Affiant is not indebted to any person,
firm, or corporation by reason of any such construction. There are no clai is pending Cor personal injury and or
property damages.
Affiant:
SUBSCRIBED AND SWORN TO before me, the undersigned authority,on us the
------day of -- - ---- -- 20— .
Notar\ Pub11C, State of Texas
Print Name
Commission Expires
Pnle�sional Seri ices.A21cenunt hemcen(,Itv of I-ort U orth and Ls.enh_tl Liahun2 Desrrat Stu ill LLC
I{\ec Lit ion Coln Ili 18 N
Page 20 of 21
EXHIBIT F
INSURANCE
Insurnnce Requimments
PI T11.IC ART PROJL•CTS-
Contractor shall meet all the rolloyNing insurance requirements for this Project. IrContractor subcontracts
services. then Contractor shall also require his tier subcontractor(s) to abide by all of the fullo+ring
insurance requirements.
Commercial General Liability(CGL)
SI OOO.lX)0 Each occurrence
52.000A)(1 Aevreeate limit
Coverage shall include.but not be limited to,the lollm%ing:premises,operations,independent contractors,
products completed operations,personal injury,and contractual liability. Irrsw:vicc shall be provided on
an occurrence basis,and be as comprehensive as the current Insurance Scn'ices O1Lice(ISO)policy. The
policy shall name City as an additional insured.
Nailee's/Yruperty(if applicable)
The inland marine policy shall provide per occurrence coverage at replacement ecst value based on the
latest appraised value of the Art«ork rchich is entrusted to the Contractor and is considered to be in the
Contractor's care.custody.and control and shall include property"in transit."
.Automobile Liability
S1.001L000 Bach accident
or
5250.000 Bodil* Injm'y per person
S5(HI,nOO BodilN Injure per-occurcncc
Sl00,000 Property Damage
\commercial business policy shall provide coverage on "Any Auto,"defined as autos owned,hired and
non-ort ncd.
For Contractor and or Contractor's Subcontractors rtiho hayc cniployccs:X\-orl c.-rs'Compensation
Statutory limits
Employer's liability
S1(1O.0O0 Each accident occurrence
S 100,00O Discasc-per each emplovee
S50(1,000 Bodily Injury Disease-policy limit
Workers' c_'umpcnsalion coverage shall procidc limits consistent N%itli statulun bunetits outlined in the
1'e.xas%Aorkcis'Compensation Act(Art.8:08 1.01 el seq. Tex.Rey.t n. Stat.).
GENERAL POLICY REQ1 IRENIENTS
The certificate of insurance shall include an endurscmc7rl nanlinS the ('ili of Punt Routh, iLs' 011iecis_
Employees and Voluntu:n as an"Additional Insured-on all liability policies. E.cccption... the additional
insured requirement dots not apply to R'orkcYs'Compensation or Automobilc policies.
Prole-ImIA<erticr; A11CCllertlm\keellCatvulf oft\\mill and Lsenti.rl1iehurn2f)eSwn'tWdtn lL('
l rruuun( qn lu If I')
Page 21 of 21