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HomeMy WebLinkAboutContract 59124PROFESSIONAL SERVICES AGREEMENT ."ITYSECR ETARY ~qJ 'l, I ,..>,'JTRACTNO._:J d-7 BETWEEN TEXAS CUSTOM WORKS D/B/A/JADE PATINAS AND THE CITY OF FORT WORTH This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and Texas Custom Works d/b/a Jade Patinas , located at 231 Castle Ridge , Red Oak, Texas 75154 , acting by and through J.D. Flynn , its dul y authorized Owner, 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., d/b/a Arts Fort Worth , to manage this Agreement on its behalf ("Contract Manager"). The Contract Manager shall act through its designated Public Art Collection Manager. WHEREAS, pursuant to Chapter 2, Sections 2-56 through 2-61 of the Fort Worth Code of Ordinances , the Fort Worth Public Art Program's goals are to create an enhanced visual environment for Fort Worth residents , to commemorate the City's rich cultural and ethnic diversity , to integrate the design work of Vendors into the development of the City 's capital infrastructure improvements , and to promote tourism and economic vitality in the City through the artistic design of public spaces; WHEREAS, City provides oversight, and funding for Collection Management from the Water & Sewer Fund for cash-funded capital projects, to maintain and repair artworks created through the program; WHEREAS, City owns a sculpture titled Birth of Love by Michael Pavlovsky ("Artwork"), a depiction attached hereto as Exhibit "A " and incorporated for all purposes incident to this Agreement, at the Fort Worth Botanic Garden , located at 3200 Botanic Garden Boulevard , 76107 ; WHEREAS, in 2017, the sculpture was hit by a motor vehicle and the base was significantly damaged. The sculpture was removed and ultimately, the base was replaced ; however, the patination work produced during the repair, though approved by the Vendor, has recently failed and is not salvageable. The existing finish must be removed and replaced to achieve the original overall aesthetic of the sculpture . WHEREAS, City has approved a one-time contract with Vendor to restore the patina and Vendor has provided an estimate for services, attached hereto as Exhibit "B" ("Contract Waiver Approval and Estimate") and incorporated for all purposes incident to this Agreement; WHEREAS, the City and Vendor wish to set out the terms and conditions for restoring the patina . NOW, THEREFORE, the City and Vendor agree as follows: The Contract documents shall include the following : 1. This Agreement for Professional Services 2. Exhibit A -The Artwork 3 . Exhibit B -Contract Waiver Approval and Estimate 4. Exhibit C -Compensation and Payment Schedule 5. Exhibit D -Texas Sales and Use Tax Exemption Certificate 6. Exhibit E -Affidavit All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In Vendor Service Agreement between City of Fort Worth and Texas Custom Works d/b /a Jade Patinas '<l(bf.V RECORD · ,,~t ·;f CRETARY , ·c ,NOR TH, TX the event of any conflict between the Exhibits and the Agreement, the terms and conditions of this Agreement shall control. The tenn "Vendor" shall include the Vendor and his officers , agents , employees, representatives, servants , vendors, or subcontractors. The term "City " shall include its officers, employees, agents, and representatives. 1. SCOPE OF SERVICES. 1.1 . Vendor hereby agrees to make repairs to the Artwork as outlined in this section and Exhibit "B" ("Contract Waiver Approval and Estimate"). The Artwork is owned by the City of Fort Worth. As additional work to that set out in Section 1.2 below, and additionally compensated under the same rates set out in Exhibit B , Vendor, if requested by City, will also assist with a subsequent review of the repairs and corrections if necessary. 1.2. Vendor shall travel to Fort Worth to further evaluate the Artwork's existing condition and finalize a repatination plan based on the methods and materials proposed in the Vendor's Estimate. If Vendor identifies any significant changes to the Estimate necessary to restore the Artwork, Vendor shall submit a Final Proposal to the Contract Manager for review and approval in advance of repairs. 1.3. 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 Vendor with the certificate for use by Vendor in the fulfillment of this Agreement in substantially the same form as Exhibit "D," Texas Sales and Use Tax Exemption Certificate. 1.4. Additional services, supplies, rentals , or deliverables must be approved in writing in advance of performance. Vendor will only be compensated for any such additional services or reimbursed as agreed to by the parties. 2. TERM. This Agreement shall commence upon the date that both the City and Vendor have executed this Agreement ("Effective Date") and will terminate on June 30 , 2023 , unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Vendor an amount not to exceed SIX THOUSAND DOLLARS AND NO CENTS ($6,000.00) in accordance with the provisions of this Agreement, Exhibit B , and Exhibit C. If any conflict exists between Exhibit B and Exhibit C, the terms of Exhibit C shall control followed by Exhibit B. Payment from the City to the Vendor shall be made on an invoice basis following receipt of a signed invoice with adequate documentation provided at submission of invoice , all in form acceptable to the City. Vendor 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 Vendor not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. Vendor Service Agreement between City of Fort Worth and Texas Custom Works d/b/a Jade Patinas 4.1. Convenience. The City or Vendor 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 Vendor 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 25 herein, City may terminate this Agreement for breach of duty , obligation or warranty. 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 Vendor for services actually rendered up to the effective date of termination and Vendor 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 , Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor 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. Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing. 5.2. Confidential Information . Vendor, for itselfand 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. Vendor 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. Vendor 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, Vendor 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. Vendor 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 Vendor involving transactions relating to this Contract at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor 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 Vendor reasonable advance notice of intended audits. Vendor Service Agreement between City of Fort Worth and Texas Custom Works d/b /a Jade Patinas Vendor 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 Vendor 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 ofthis Agreement, Vendor 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, Vendors and subcontractors. Vendor acknowledges that the doctrine ofrespo ndeat superior shall not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers , agents , servants, employees or subcontractors . 8. LIABILITY AND INDEMNIFICATION. 8.1. LIABILITY. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2. INDEMNIFICATION. VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Vendor shall not assign or subcontract any of its duties , obligations or rights under this Agreement Vendor Service Agreement between City of Fort Worth and Texas Custom Works d/b/a Jade Patinas without the prior written consent of the City; however, City expressly grants Vendor 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 Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. The Vendor and Assignee shall be jointly liable for all obligations of the Vendor 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 Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Vendor shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: l 0.1. Coverage and Limits for Contractor. (a) Commercial General Liability $1,000 ,000 Each Occurrence $1,000,000 Aggregate 10.2. Coverage and Limits for Contractor's Subcontracted Engineer. (a) Commercial General Liability $1,000 ,000 Each Occurrence $1 ,000 ,000 Aggregate (b) Professional Liability $1 ,000 ,000 Each Occurrence $1 ,000 ,000 Aggregate 10.3. General Requirements. (a) The commercial general liability and professional liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees , officers, officials, agents , and volunteers in respect to the contracted services. (b) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium . Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth , Texas 76102 , with copies to the City Attorney at the same address. (c) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of City's Risk Management. If the rating is below that required, written approval of City 's Risk Management is required. (d) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. Vendor Service Agreement between City of Fort Worth and Texas Custom Works d/b/a Jade Patinas ( e) Certificates oflnsurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULA TIO NS. Vendor agrees that in the performance of its obligations hereunder, it will comply wit h all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws , ordinances, rules and regulations. If the City notifies Vendor of any violation of such laws , ordinances, rules or regulations , Vendor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor'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 Vendor, its personal representatives, assigns, subcontractors or successors in interest, Vendor 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 Attn: Fernando Costa, Assistant City Manager 200 Texas St. Fort Worth TX 7 6102-63 11 With Copy to the City Attorney at same address, and Martha Peters, Director of Public Art Arts Fort Worth 1300 Gendy Street Fort Worth TX 76107 14. SOLICITATION OF EMPLOYEES. Texas Custom Works d/b/a/Jade Patinas Attn : J.D. Flynn 231 Castle Ridge Red Oak, Texas 75154 Neither the City nor Vendor shall, during the term of this Agreement and additionally for a period of one (I) year after its termination, solicit for employment or employ, whether as employee or independent Vendor, 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 . Vendor Service Agreement between City of Fort Worth and Texas Custom Works d/b /a Jade Patinas 15. GOVERNMENTAL POWERS/IMMUNITIES. 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 Vendor 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 Vendor'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 Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control , including, but not limited to , compliance with any government law , ordinance or regulation , acts of God, acts of the public enemy, fires , strikes , lockouts, natural disasters , wars , riots , material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents Vendor Service Agreement between City of Fort Worth and Texas Custom Works d/b/a Jade Patinas incorporated herein by reference, contains the entire understanding and agreement between the City and Vendor, 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 . 25.1 Vendor warrants that his services will be of a professional quality and conform to generally prevailing industry standards. 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 Vendor, at Vendor's option, Vendor 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 Vendor under this Agreement. This warranty section shall survive any expiration or termination of this Agreement. 25.2 If, within one year after completion of repairs, City observes any breach of warranty described in this Article 25 that is not curable by Vendor, Vendor is responsible for reimbursing City for damages, expenses, and losses incurred by City as a result of the breach. However, if Vendor disclosed the risk of this breach in the proposal and City accepted that it may occur, it shall not be deemed a breach for purposes of this Article 25. 25.3 If, after one year from completion of repairs, City observes any breach of warranty described in this Article 25 that is curable by Vendor, City shall give written notice to Vendor to make or supervise repairs or restorations at a reasonable fee during Vendor's lifetime. Vendor shall notify City, in writing, within thirty (30) days after receipt of the notice as to whether Vendor will make or supervise the repairs or restorations . Should Vendor fail to respond within the thirty-day (30) deadline or be unwilling to accept reasonable compensation under the industry standard, City may seek the services of a qualified restorative conservator and maintenance expert. 26. IMMIGRATION NATIONALITY ACT. Vendor shall verify the identity and employment eli gibi lity of it s employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLA TIO NS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBVENDORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. ISRAEL. Vendor Service Agreement between City of Fort Worth and Texas Custom Works d/b/a Jade Patinas If Vendor has fewer than 10 employees or the Agreement is for less than $100 ,000, this section does not apply. Vendor 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 Addendum, Vendor certifies that Vendor 's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 28. ENERGY COMPANIES. If Artist is a company with ten (10) or more full-time employees and if this Agreement is for $100,000 or more, Artist acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021 , 87th Leg., R.S., S.B. 13 , § 2 , the City is prohibited from entering into a co_ntrapt for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it : (I) does not boycott energy companies ; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021 , 87th Leg., R.S., S.B . 13 , § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Artist certifies that Artist's signature provides written verification to the City that Artist: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 29. FIREARMS AND AMMUNITIONS INDUSTRIES. If Artist is a company with ten (10) or more full-time employees and if this Agreement is for $100 ,000 or more , Artist acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021 , 87th Leg., R.S., S.B . 19 , § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100 ,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (I) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19 , § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Artist certifies that Artist's signature provides written verification to the City that Artist: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association q,uring the term of this Agreement. · ·. , 30. TIME EXTENSIONS. The Parties may agree, in writing, to extend or modify any of the time deadlines set forth in this Agreement. Vendor Service Agreement between City of Fort Worth and Texas Custom Works d/b/a Jade Patinas IN ~S WHEREOF, the parties hereto have executed this Agreement in multiples this ~~Y of c,\() , 2023 . ACCEPTED AND AGREED: CITY OF FORT WORTH: TEXAS CUSTOM WORKS D/B/A/JADE By :S--~~L- Femando Costa, Assistant City Manager Date: .3/47 /20.z3 ~; CONTRACT AUTHORIZATION: M&C: NIA APPROVED AS TO FORM AND LEGALITY: ~w~ By:.__.~,.__ ________ _ JessikaWilliams Assistant City Attorney Form 1295 : ______ _ CONTRACT COMPLIANCE MANAGER: PATINAS By signing, I acknowledge that I am the person responsible for the monitoring and a · ·on of this contract, including ensuring all perfo and reporting requirements . OFFICIAL RECORD CITY SECRETARY Vendor Service Agreement between City of Fort Worth and Texas Custom Wotks d/b/a Jade Pa · FT. WORTH, TX EXHIBIT A THE ARTWORK Birth of Love (2001) Michael Pavlovsky Botanic Garden 3200 Botanic Garden Boulevard , 76107 Fort Worth, Texas 76104 Vendor Service Agreement between City of Fort Worth and Texas Custom Works d/b/a Jade Patinas EXHIBITB CONTRACT WAIVER APPROVAL AND ESTIMATE Date: To : Cc: From : SUBJ ECT: MEMO December 14 , 2022 Anthony Rousseau City Purchasing Officer Richard Zavala Interim Director, Planning & Data Analytics Department Martha Peters, Director of Public Art, Arts Fort Worth Jennifer Conn , Public Art Collection Manager Arts Fort Worth Approval to Waive Public Soli citation and One-Time So le Source Contract Jade Patinas for a Restoration of a Custom Finish for a Bronze Sculpture tit led Birth of Love The City owns a public artwork titled Birth of Love by Michael Pavlovsky ("Artist") permanently insta ll ed at th e Fort Worth Botanic Garden located at 3200 Botanic Garden Boulevard. Arts Fort Worth manages the City's Fort Worth Public Art (FWPA) program through City Secretary Contract(' CSC") Number 56448 and maintains the collection as part of the agreement. The bronze sculp ture features keyhole disc with high bas re lief imagery mounted on a columnar- shaped base and installed on a short, raised stone pedestal. The c ustomized "aerugo" or verdigris patina is on both the disk and base (see attached 2007 appraisal report). A patina is a finish created by oxidation or chemica l process and often provides a protective coating to materials that would otherwise be damaged by corrosion or weathering. Ln 20 I 7, the sculpture was hit by a motor vehicle and the base significantly damaged. The sculpture was removed and u ltimately, the base was replaced . The patination work produced during the repair, though approved by the artist has recently failed and is not sa lvageable. The existing finish must be removed and replaced to achieve the original overall aesthetic. The City's contracted conservator does not have access to this proprietary patina . At the recommendation of the artist (attached) and to maintain the authenticity and value of the artwork, staff is requesting to enter into a one-time sole source agreement with local art patineur, Jade Patinas, to provide the custom patina work to the sculpture. The Fort Worth Public Art Collection Management Fund has funding available to pay for this treatment. We ask that you please grant this request. Arts Fort Worth 1300 CEN DV TREET • FORT WORTH. TEXAS 76107 Vendor Service Agreeme nt between City of Fort Worth ahl:I Texas Custom Works d/b/a Jade Patinas paldl1I or, Vendor Service Agreement between City of Fort Worth ahil Texas Custom Works d/b/a Jade Patinas December 11, 2022 PAVLOVSKY SCULPTURE STUDIO LLC 1904 Hillcrest Street Fort Worth, Texas 76107 Subject : Repatinat ion of Bronze Sculptu r e In 2001 a sculpture I created titled ''The Birth of Love" was donated to the City of Fort Worth by the Moncrief Endowment . It is permanently sited in the Botanic Garden . In 2017 the base of the scu l pture was repaired after being hit and damaged by a motor veh icle. The base was replaced by Schaefer Art Bronze, and the pati na was replicated . However, after the warranty was exp ired in 2020, the surface began t o noti ceably change . I have conferred with Fort Worth Pub lic Art staff on how to proceed . Th is work of art has needed a new pati na for qu ite some time . I am writi ng th is letter to highly recommend Mr. J.D Flynn of Jade Pat i nas to recreate the surface pati na on this sculpture. I recommend Mr. Flynn for the followi ng reasons : 1./ This type of patina, known as a Verd igris patina , is a d ifficult patina to create, and requires a highly skilled , knowledgeable, and experienced patineur to achieve a successful application . 2./ I have worked w ith Mr. Flynn for over eighteen years . I have hi red hi m to create patinas for all my scu l ptures exclusively for the past five years . His skill , knowledge, and capab il ity for prov id ing proprietary and highly custom finishes is well known . He has created patinas for me on large mun icipa l, and inst itutional commissions, as well as projects commissioned by private cl ients . Most recently, Mr. Flynn has created a wonderfu l patina for a pub lic art project that I completed for the City of Dallas. Additionally, he has done patina work for quite a few smaller bronzes made for commercial gallery cons ignment. He also has numerous sculptors and other cl ients that he does work for around the country. To retain the aesthetic integrity and value of th is artwork, I highly recommend Mr. Flynn who has the patience and skilled ability to take on the un ique challenge assoc iated with this proj ect. Sincere ly, ~~f7.!2t'~ M ichael Pavlovs ky Ve ndor Service Agree ment betwee n City of Fort Wo rth aw! Texas Custo m Works d/b/a Jad e P atinas JADE PATINAS DAT!':, I2.-14-ZOZ! CSTIMATL Z)I Castle R,dge -Red Oak, TX 751.5+ s1rz5y4u9 CITY F FORT WORTH ATTN, J[.NNlrCR CO N E-MAIL : ;acteoatjnasS@gmail com Th,s ,_..,mat e,. to •tnp back ,~ of the ong,nal pat>na , l""!""',""" and o, gra~b. Then am new propncta'!) pahna to recreate the onsn..-.1 pabn.,. Seal ,.,,h Nikola, outdoc.-Lxquo-b-1:orass 111,6, th....n arrl:J a cmhng of Tcewax and bu ff. Th,. project ,.,If take 2 to ~ ,h.}' to compktc . if there. mt a~ 4,UC"tk:>n$ or-concem5 plea~ do not ~tak: to rc..'"lC.h out. Tolal, ~,000.00 Vendor Service Agreement between City of Fort Worth aha Texas Custom Works d/b/a Jade Patinas 1. Compensation. EXHIBIT C COMPENSATION AND PAYMENT SCHEDULE a. The City shall pay Vendor an amount not to exceed SIX THOUSAND DOLLARS AND NO CENTS ($6,000.00) for all services performed and materials , including but not limited to, insurance, incidental costs , contingencies, and any costs associated with the repair and in accordance with the provisions of this Agreement. Vendor and City may amend this Agreement to allow for additional payment if additional services are required. b . Services outlined in this Agreement are based on rates in accordance with the Vendor's Estimate. c . Compensation for all of Vendor's services performed pursuant to this Agreement shall be made on an invoice basis supported with documentation at invoicing, with total fee, including, but not limited to , all reimbursable expenses. d. Vendor will not bill City for tax pursuant to Vendor's use of Exhibit Das outlined in section l.2 of this Agreement. e. Any additional expenses not outlined in this Agreement or exhibits incurred by Vendor must be approved in writing by Contract Manager before being added to the invoice submitted to the City upon completion of services under this Agreement. 2 . Payment Schedule. City agrees to pay Vendor in the following installments set forth below, each installment to represent full and final, non -refundable payment for all services and materials provided prior to the due date thereof: a. TWO THOUSAND DOLLARS and NO CENTS ($2 ,000.00) to cover expenses related to materials and supplies upon execution of Agreement. b. An amount up to THREE THOUSAND DOLLARS AND NO CENTS ($3,000.00) within thirty- five (35) days after repairs have been fully completed and approved by the Contract Manager and receipt by City of such documentation it may require concerning payment of services and materials rendered. c . The total maximum allowed compensation of SIX THOUSAND DOLLARS inc ludes payment for any unforeseen changes in the approved repairs from a contingency fund in an amount up to ONE THOUSAND DOLLARS AND NO CENTS ($1 ,000.00) for costs associated with repairs that are incurred by the Vendor upon (i) receipt of supporting documentation by the Contract Manager from the Vendor and (ii) approval by the Contract Manager of the additional costs. d. Vendor shall submit a signed invoice to the City 's Contract Manager for payment under this Agreement within fifteen (15) days of completing services under this Agreement and include any necessary receipts . Vendor Service Agreement between City of Fort Worth and Texas Custom Works d/b/a Jade Patinas e. City shall compensate Vendor in full in thirty (30) days or less after receipt of Vendor's final invoice and all deliverables. Vendor Service Agreement between City of Fort Worth and Texas Custom Works d/b /a Jade Patinas /.2\':1C;7'01-339(Bacl<) ~ ';;;:: (Rev.-4-1318} EXHIBITD Texas Sales and Use Tax Exemption Certification This certificate doe s not require a numb er to be valid. Name of purchaser, firm or agency City of Fort Worth , Texas Addreu (Street&number, P.O. Box«RoutenumberJ I Phone /Area code and number) 200 Texas Street 817-392-8360 Cit/, Slate, ZIP 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 . I Purchaser claims this exemption for the fo llowing reason: Municipality, Governmental Entity I understand that I will be liable for payment of all state and local sales or use taxes wh ich may become due for failure to comply with the provisions of the Tax Code and/or all appl icable law. I understand thatitis a criminal offense to give an exemption certificate to the sellerfortaxable items that I know, at the time of purchase, will be used In a manner otherthan that expressed in th is certificate, and depending on the amount of tax evaded, the offense may range from a Class C misdemeanor to a felony of the second degree . sign ► here Finance D irector/CFO NOTE : This certificate cannot be issued for the purchase , lease. or rental of a motor veh icle. THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID. Sales and Use Tax "Ex emption Numbers" or "Tax Exempt" Numbers do not exist. This certificate should be furnished to the supplier. Do .DJll send the completed certificate to the Comptroller of Public Accounts. Date : EXHIBITE AFFIDAVIT OF BILLS PAID Affiant (Vendor): __________________ _ Purchaser (City): ___________________ _ Property : Affiant on oath swears that the following statement is true: Affiant has paid each of Affiant's Vendors, laborers , and materialmen 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 a uthority, on this the __ day of _________ , 2023. Notary Public , State of Texas Print Name Commission Expires FORT WORTH Routing and Transmittal Slip Planning & Data Analytics Department Fort Worth Public Art DOCUMENT TITLE: Vendor Services Agreement between the City of Fort Worth and Jade Patinas for Restoration of Public Artwork titled Birth of Love DATE: TO: INITIALS DATE OUT 1. Jessika Williams , Assistant City Attorney JJW 3/27/23 3/47/2023 i..::::::: 2 . ACM Fernando Costa .Tl.- 3. Jannette Goodall , City Secretary 4 . 5 . 6 . DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the rout ing slip , David will review and take the next steps. NEEDS TO BE NOTARIZED: D Yes □X No RUSH: D Yes D No X SAME DAY: D Yes D No NEXT DAY: 0 Yes O No ROUTING TO CSO: □X Yes D No Action Required: o As Requested o Attach Signature, Initial and Notary Tabs o For Your Information X o Signature/Routing and or Recording o Comment o File Return to: Please email a copy of the fully executed contract to : Jennifer Conn , Public Art Collection Manager, Arts Fort Worth at jconn@artsfortworth .org Thank you!