HomeMy WebLinkAboutContract 40164AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
THE CITY OF FORT WORTH AND
UNIFIED FINE ARTS SERVICES, LLC
This AGREEMENT ("Agreement") is made and entered into by and between THE CITY OF
FORT WORTH, a home rule municipal corporation of the State of Texas (the "City"), acting by
and through Fernando Costa, its duly authorized Assistant City Manager and UNIFIED FINE
ARTS SERVICES, LLC ("Contractor"), acting by and through Victor Bissonnette, its Principle.
The City has designated the ARTS COUNCIL OF FORT WORTH & TARRANT COUNTY,
INC., (the "Contract Manager") to manage this Agreement on its behalf. The Contract Manager
shall act through its designated Public Art Collection Manager ("Collection Manager").
WHEREAS, the City is implementing the Fort Worth Public Art Program pursuant to the
Chapter 2, Sections 2-56 through 2-61 of the Fort Worth Code of Ordinances, (the "City Code"),
to insure proper stewardship of the City's public art collection; and,
WHEREAS, the City is in need of professional services to assist in caring for and
maintaining the Public Art Collection ("Collection"); and,
WHEREAS, the Contractor provides professional art related services including art
transportation, large install/deinstallation, exhibition installation, minor cleaning and repairs,
installation consultation; and
WHEREAS, the City has selected Contractor to be a member of anon -exclusive pool of
recommended vendors through a competitive bidding process conducted by the Contract
Manager; and,
WHEREAS, the City and the Contractor desire to enter into a contract to have such
services provided for the Collection.
NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the
parties agree as follows:
OFFICIAL RECORD
CITY 5ECRET.�RY
FT. WORTH, T
ARTICLE 1
SERVICES
1 A Contractor covenants and agrees to fully perform, or cause to be performed, with good
faith and due diligence, as needed services to be performed at the direction of the Contract
Manager and in accordance with a written addenda, which shall be executed to this agreement
and incorporated herein for all purposes. Services shall be performed in a professional manner
and in strict compliance with all terms and conditions in this Agreement.
1.2 Contractor shall provide all supplies, materials, and equipment necessary to provide
deliverables required unless otherwise negotiated in advance of the project.
1.3 Upon request by the Contractor, the City shall promptly furnish all information, materials
and assistance required by the Contractor to perform the Services to the extent that such
materials and assistance are available.
1.4 The Contractor shall notify the City, through its Contract Manager, in writing of any
necessary changes of scope of Services or of any reasonable issues of concern including safety to
the Collection or to the public. City shall have the right to approve any changes in the scope of
Services, pursuant to Section 3.2.
1.5 The City shall have the right to request of the Contractor a written progress report
detailing the progress made toward completion of the Services.
1.6 Contractor, individually and through its subcontractors, shall take all necessary
precautions to protect and preserve the integrity of the Sculpture while providing Services.
Contractor shall not attempt to make repairs or alterations to the Sculpture, but shall report any
damages immediately to the Contract Manager.
ARTICLE 2
TERM &TERMINATION
2.1 Term. The term of the Agreement is for a period of three (3) years, commencing on or
about May 1, 2010 and ending May 1, 2013 ("Initial Term.") At the sole discretion %J the City, a
renewal option of three (3) one (1) — year extensions after the Initial Term may be considered.
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2.2 Termination. Either party may cancel this Agreement at any time and for any reason and
without penalty by providing the other party with thirty days written notice of termination. In
the event this Agreement is terminated prior to expiration of the Term, City shall pay Contractor
only for Services actually rendered as of the effective date of termination.
ARTICLE 3
FEES AND PAYMENTS
3.1 In consideration of the Services to be performed hereunder by Contractor, City promises
and agrees to pay Contractor an amount not to exceed TWENTY FOUR THOUSAND, NINE
HUNDRED AND NINETY NINE DOLLARS ($24,999.00) ("Fee") during the Term of the
Agreement.
3.2 The Fee shall be compensation for all Services requested and performed. Payment from
City to Contractor shall be made on an invoice basis for services rendered following receipt by
City from Contractor of a signed invoice.
The invoice shall be submitted to City no later than
3.3 Additional services, supplies, rentals, or deliverables must be approved in writing in
advance of performance and the Contractor will be compensated for any such additional services
or reimbursables as agreed to by the parties.
3.4 The City is atax-exempt organization and no state or local sales taxes or federal excise
taxes shall be due upon the Project. The City shall supply the Contractor with the "Texas Sales
Tax and Local Sales Tax Exemption Certificate," in substantially the same form as that attached
hereto and incorporated herein as Exhibit "A" for use by the Contractor in the fulfillment of this
Agreement.
3.5 The Contractor shall be responsible for the payments of all expenses which are incurred
during the performance of this Agreement, including but not limited to services, materials,
nailing/shipping charges and insurance on submissions to the City, cost of all travel, and costs
for the Contractor's agents, consultants, and/or employees necessary for the proper performance
of the services required under this Agreement.
16 The Contractor shall make timely payments to all persons and entities supplying labor,
materials, or equipments for the performance of this agreement. THE CONTRACTOR SHALL
DEFEND AND INDEMNIFY THE CITY AND THE CONTRACT MANAGER FROM ANY
CLAIMS OR LIABILITY ARISING OUT OF THE CONTRACTOR'S FAILURE TO MAKE
THESE PAYMENTS.
3.7 The Contractor shall furnish the City an affidavit, attached hereto as Exhibit "B" (the
"Affidavit") certifying that all bills relating to services or supplies used in the performance of
this Agreement have been paid.
ARTICLE 4
INDEPENDENT CONTRACTOR
The Contractor shall operate hereunder as an independent contractor and not as an officer, agent,
servant, or employee of the City or the Contract Manager. The Contractor shall have exclusive
control of and the exclusive right to control the details of the Services performed hereunder, and
all persons performing same, and shall be solely responsible for the acts and omissions of its
officers, agents, servants, employees, subcontractors and program participants. The doctrine of
respondeat superior shall not apply as between the City, and the Contractor, its officers, agents,
servants, employees, subcontractors, or program participants, and nothing herein shall be
construed as creating a partnership or joint enterprise between the City and the Contractor. It is
expressly understood and agreed that no officer, agent, employee, or subcontractor of the
Contractor is in the paid service of the City.
ARTICLE 5
INDEMNIFICATION
5.1 (a) THE CONTRACTOR COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, THE THE CITY AND ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, INCLUDING CONTRACT MANAGER, AND FROM
AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING
OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN; AND THE
CONTRACTOR HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF THE
THE CITY AND ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, INCLUDING
CONTRACT MANAGER, AND FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY
LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NON-PERFORMANCE OF THIS
AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED
HEREIN, THE CONTRACTOR LIKEWISE COVENANTS AND AGREES TO AND DOES
HEREBY INDEMNIFY AND HOLD HARMLESS THE CITY, INCLUDING CONTRACT
MANAGER, FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR
DESTRUCTION OF PROPERTY OF THE CITY, ARISING OUT OF OR IN CONNECTION
WITH ALL ACTS OR OMISSIONS OF THE ARCHITECT, ITS OFFICERS, MEMBERS,
AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM
PARTICIPANTS.
(B) .THE CONTRACTOR AGREES TO AND SHALL RELEASE THE CITY, ITS
AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES, INCLUDING
CONTRACT MANAGER, FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR
LOSS TO PERSONS OR PROPERTY SUSTAINED BY CONTRACTOR IN CONNECTION
WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT.
(c) The Contractor shall require all of its subcontractors to include in their
subcontracts a release and indemnity in favor of the City in substantially the same form as above.
(d) This Section 5 shall survive the expiration or termination of this Agreement.
ARTICLE 6
INSURANCE
During the term of this Agreement, Contractor shall procure and maintain at all times, in full
force and effect, a policy or policies of insurance that provide the specific coverage set forth in
this Section 7 as well as any and all other public risks related to Contractor's performance of its
obligations under this Agreement. Contractor shall specifically obtain the following types of
insurance at the following limits:
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• Commercial General Liability:
$1,000,000 per occurrence; providing blanket contractual liability insurance products
and completed operations; independent contractor's liability; and coverage for
property damage to City facilities; and
• Automobile Liability:
$1,000,000 per occurrence or accident; including, but not limited to, all vehicles,
whether owned or hired, in use by Contractor, its employees, agents or subcontractor;
and
• Worker's Compensation/Employer's Liability:
Worker's compensation coverage as required by applicable law; and Employer's
Liability at $100,000 per accident.
Contractor shall promptly provide the City with certificates of insurance that verify Contractor's
compliance with the insurance requirements of this Agreement. The City's Risk Manager shall
have the right to review and evaluate Contractor's insurance coverage and to make reasonable
requests or revisions pertaining to the types and limits of that coverage. Contractor shall comply
which such requests or revisions as a condition precedent to the effectiveness of this Agreement.
ARTICLE 7
PROFESSIONAL STANDARDS &WARRANTIES
7.1 The Contractor represents and warrants that it and its subcontractors, if any, shall
faithfully perform under this Agreement in accordance with the standards of care, skill, training,
diligence and judgment provided by highly competent professionals who perform Services of a
similar nature. The Contractor represents and warrants that the execution of the Services will be
performed in a workman -like manner, and any work performed as part of the Services will be
free of defects in materials and workmanship.
7.2 The Contractor acknowledges and agrees that any and all information (in whatever form)
relating to the business of the City and acquired by the Contractor under or in connection with
this Agreement, or otherwise, is and shall remain, to the extent permitted by law, confidential
information the City. The Contractor agrees to maintain in confidence and to refrain, directly or
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indirectly, from copying, using, transferring, disclosing or exploiting in any manner any of such
confidential information during the term of this Agreement and following termination thereof,
for any reason.
7.3 The Contractor, for itself and its officers, agents and employees, further agrees that it
shall treat all information provided to it by the City as confidential and shall not disclose any
such information to any third party without the prior written approval of the City.
ARTICLE 8
MISCELLANEO
8.1 Assi�ent. The Contractor shall not assign or subcontract all or any part of its rights,
privileges or duties under this Agreement without the prior written consent of the Contract
Manager, and any attempted assignment of subcontract of same without such prior written
approval shall be void and constitute a breach of this agreement.
8.2 Compliance with Law. The Contractor, its officers, agents, employees .and
subcontractors, shall abide by and comply with all laws, federal, state and local, including all
ordinances, rules and regulations of the City. It is agreed and understood that, if the City calls to
the attention of the Contractor any such violation on the part of the Contractor or any of its
officers, agents, employees or subcontractors, then the Contractor shall immediately desist from
and correct such violation.
8.3 Non -Discrimination. The Contractor, in the execution, performance or attempted
performance of this contract and Agreement, will not discriminate against any person or persons
because of disability, age, familial status, sex, race, religion, color or national origin, nor will the
Contractor permit its officers, agents, employees, or subcontractors to engage in such
discrimination.
This Agreement is made and entered into with reference specifically to Chapter 17, Article III,
Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment
Practices"), and the Contractor hereby covenants and agrees that the Contractor, its agents,
employees and subcontractors have fully complied with all provisions of same and that no
employee or employee -applicant has been discriminated against by either the Contractor, its
agents, employees or subcontractors.
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8.4. Right to Audit. The Contractor 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 the Contractor involving transactions
relating to this Agreement. The Contractor agrees that the City shall have access during normal
working hours to all necessary the Contractor 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 the Contractor reasonable advance notice of intended audits.
The Contractor further agrees to include in all of its subcontractors agreements hereunder a
provision to the effect that the subcontractors agrees that the City shall, until the expiration of
three (3) years after final payment under the subcontract, have access to and the right to examine
any directly pertinent books, documents, papers and records of such subcontractors involving
transactions to the subcontract, and further that the City shall have access during normal working
hours to all subcontractors facilities and shall be provided adequate and appropriate workspace in
order to conduct audits in compliance with the provisions of this paragraph. The City shall give
subcontractors reasonable advance notice of intended audits.
This Section 8.4 shall survive the expiration or termination of this Agreement.
8.5 Fiscal Funding. In the event no funds or insufficient funds are appropriated by the City
in any fiscal period for any payments hereunder, the City will notify the 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 shall have been
appropriated.
8.6 Entire Agreement. This written instrument constitutes the entire agreement by the parties
hereto concerning the work and services to be performed hereunder, and any prior or
contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall
be void.
8.7 Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity,
arise out of the execution, performance, attempted performance of this Agreement, venue for
said action shall lie in Tarrant County, Texas.
8.8 Notices. All notices, requests, demands, and other communications which are
required or permitted to be given under this Agreement shall be in writing and shall be deemed
to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered
personally or sent by registered or certified mail, return receipt requested, postage prepaid, as
follows:
1. CITY OF FORT WORTH: Fernando Costa, Assistant City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
(817) 3924518
Copies to: Martha Peters, Public Art Director
Arts Council of Fort Worth &Tarrant County
1300 Gendy Street
Fort Worth, Texas 76107
(817) 298-3023
and to: Tyler Wallach, Assistant City Attorney
1000 Throckmorton Street
Fort Worth, Texas 76102
(817) 392-7600
2. CONTRACTOR: Victor Bissonnette, Principle
8.9 Non -Waiver.
Unified Fine Arts Services, LLC
9101 Sovereign Row
Dallas, Tx 75247
(214) 678-9101
The failure of the City or the Contractor to insist upon the performance of
Lilly term or provision of this Agreement or to exercise any right herein conferred shall not be
construed as a waiver or relinquishment to any extent of the City's or the District's right to assert
or rely upon any such term or right on any future occasion.
8.10 Disclosure of Conflicts. The Contractor hereby warrants to the City that the Contractor
has made full disclosure in writing of any existing or potential conflicts of interest related to the
Contractor's services and proposed services with respect to the Services. In the event that any
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conflicts of interest arise after the Effective Date of this Agreement, the Contractor hereby agrees
immediately to make full disclosure to the City in writing.
The City acknowledges that the Contractor may use products, materials or methodologies
proprietary to the Contractor. The City agrees that the Contractor's provision of services under
this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary
products, materials or methodologies unless the parties have executed a separate written
agreement with respect thereto. Notwithstanding the foregoing, the Contractor understands and
agrees that the City is subject to various public information laws and regulations, including, but
not limited to, the Texas Open Records Act. The Contractor, for itself and its officers, agents and
employees, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to any third party without the prior
written approval of the City.
8.11 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.
8.12 Force Maieure. The City and the 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 omission, fires, strikes, lockouts, national disasters,
wars, riots, material or labor restrictions by any governmental authority, transportation problems
and/or any other similar causes.
8.13 Headings not Controlling_. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE.)
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N WITNESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort
Worth, Tarrant County, Texas, to be effective as of the of
20100
CITY OF FORT WORTH
Fernando Costa
Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
Attorney
CONTRACTOR
�D FINE�ARTS SERVICES, LLC
Victor Bissonnette
9101 Sovereign Row
Dallas, Tx 75247
ATTEST:
ivia.ny ncuunx __,t,,._
City Secretary
NO M&C R�QUIRI;D
CITY SECRETARYOIL
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AFFIDAVIT OF BILLS PAID
Date:
Affiant:
Purchaser:
Property:
Affiant on oath swears that the following statement is true:
Affiant has paid each of Aff ant's contractors, laborers, and materiahnen in full for all labor and materials
provided 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 claims
pending for personal injury and/or property damages.
Affiant:
SUBSCRIBED AND SWORN TO before me, the undersigned authority, on this the
day of
2008.
Notary Public, State of Texas
Print Name
Commission Expires
EY�1IE31"1� "E3"
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