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HomeMy WebLinkAboutContract 60959City Secretary Contract No. (p{) q t5Q PROFESSIONAL SERVICES AGREEMENT BETWEEN LAGINA FAIRBETTER 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 La Gina Fairbetter (the "Contractor"), an individual located at 4604 44 th Street, Lubbock, Texas 79414-3134, 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 Contractors 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 include maintaining and repairing artworks created through the program; WHEREAS, in 2007 the City commissioned Artist Steve Teeters to design, fabricate, and install an installation of functional and aesthetic metal sculptures titled Rodeo Plaza: Legacy of the Land, which included five pairs of custom cast bronze boots ("Artwork"), a depiction of which is attached hereto as Exhibit "A" and incorporated herein for all purposes, at Rodeo Plaza, located at 121 East Exchange Avenue, Fort Worth, Texas , 76164, which was executed under City Secretary Contract No. 35772 ("2007 Commission Agreement"); WHEREAS , on October 17 , 2012 , Fort Worth Police Report No . 120103530 detailed the theft of seven individual boots and Contract Manager subsequently removed three remaining boots to storage to prevent further loss; WHEREAS , in accordance with section 7.3(a) of the 2007 Commission Agreement, the City approached Contractor to conduct and oversee the repairs necessary to bring the Artwork back to its original state , and Artist and Contract Manager agreed to replace the Artwork following pending development of the area; WHEREAS, the Artist died on January 15 , 2014 , and the City has entered into a License Agreement with Fort Worth Heritage Development, LLC to manage and operate the area under City Secretary Contract No. 27542 ("License Agreement"); WHEREAS, the Contractor is the Artist's widow and has provided a preliminary Work Proposal for Replacement and Restoration of Bronze Boots, attached hereto as Exhibit "B" and incorporated herein for all purposes; and WHEREAS, the City and Contractor wish to set out the terms and conditions for restoring the installation; Professional Service Agreement between City of Fort Worth and La Gina Fairbetter OFFICIAL RECORD Execution Copy CITY SECRETARY Page 1 ofl 1 fT. WORTH, TX NOW, THEREFORE, the City and Contractor, for and in consideration of the covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as follows: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A -The Artwork 3. Exhibit B -Work Proposal for Replacement and Restoration of Bronze Boots 4. Exhibit C -Compensation and Payment Schedule 5. Exhibit D -Texas Sales and Use Tax Exemption Certificate 6. Exhibit E -Affidavi t All exhibits referenced above and attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents , the terms and conditions of this Agreement shall control. The term "Contractor" shall include the Contractor and her officers, agents, employees , representatives, servants , contractors , and subcontractors. The term "City " shall include its officers, employees, agents, and representatives. 1. SCOPE OF SERVICES. 1.1. Contractor hereby agrees to provide the City with professional services to replace and restore the Artwork as outlined in this section and Exhibit "B" (Work Proposal for R eplacement and R estoration of Bronze Boots). 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, Contractor, if requested by City, will also assist with a subsequent review of the repairs and corrections if necessary. 1.2. Contractor shall review existing conditions and finalize a restoration plan as necessary based on the methods and materials proposed in the Contractor 's Work Proposal for Replacement and Restora tion of Bronze Boots. If Contractor identifies any significant changes to the Work Proposal for Rep lac ement and Restoration of Bronze Boots necessary to restore the Artwork, Contractor shall s ubmit a Final Restoration 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 Contractor with the certificate for use by Contractor in the fulfillment of this Agreement in substantially the same form as Exhibit "D," Texas Sales and Use Tax Exemption Certificate , which is attached hereto_and incorporated herein_for all purposes. 1.4. Additional services, supplies, rentals, or deliverables must be approved in writing by the City in advance of performance. Contractor 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 Contractor have executed this Agreement ("Effective Date ") and end once City makes payment to Contractor for all services provided under this Agreement, unless terminated earlier in accordance with the provisions of this Agreement. Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy Page 2 of 11 3. COMPENSATION. The City shall pay Contractor an amount not to exceed TWENTY-TWO THOUSAND DOLLARS AND NO CENTS ($22,000.00) 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 be construed as a guaranteed amount payable to Contractor. Payment from the City to the Contractor 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. Contractor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless the City first approves such expenses in writing. If any conflict exists between this Agreement, Exhibit "B," and Exhibit "C," the terms of this Agreement shall control , followed by Exhibit "C," followed by Exhibit "B." 4. TERMINATION. 4.1 . Convenience. The City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with at least 30 days ' written notice of termination. 4.2. Non-appropriation of Funds . In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder , City will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4 .3. Breach. Subject to Section 27 below , either party may terminate this Agreement for breach of duty , obligation, or warranty upon exhaustion of all remedies set forth in Section 27. 4.4 . Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the expiration date , the City shall pay Contractor for services actually rendered up to the effective date of termination, and Contractor shall continue to provide the City with services requested by the City and in accordance with thi s Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has received access to City information or data as a requirement to perform services hereunder, Contractor shall return all City- provided data to the City in a format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5 .1. Disclos ure of Conflicts. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. 5.2. Confidential Information. Contractor, for itself and its officers, agents, and employees, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third-party without the prior written approval of the City. 5.3. Unauthorized Access. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify , delete , or otherwise corrupt City Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy Page 3 of 11 Information in any way . Contractor shall notify the City immediately if the security or integrity of an y City information has been compromised or is believed to have been compromised , in which event, Contractor shall , in good faith , use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized di sclosure . 6. RIGHT TO AUDIT. Contractor agrees that the City shall , until the expiration of three years after final payment under this contract, or the final conclusion of any audit commenced during the said three years , have acces s to and the right to examine at reasonable times any directly pertinent books , documents , papers , and records of the Contractor involving transactions relating to this Contract at no additional cost to the City. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits . Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall , until expiration of three years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three years have acces s to and the right to examine at reasonable times any directly pertinent books , documents, papers , and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges and work performed under thi s agreement, and not as agent , representative , or employee of the City . Subject to and in accordance with the conditions and provisions of thi s Agreement, Contractor shall hav e the exclusive right to control the details of its operations and activities and shall be solely responsible for the acts and omissions of its officers , agents , servants , employees , contractors, and subcontractors . Contractor acknowledges that the doctrine of re spondeat superior shall not apply as between the City , its officers , agents, servants , and employees, and Contractor, its officers , agents , employees , servants , contractors , and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that the City shall in no way be considered a co-employer or a joint employer of Contractor or any officers, agents , servants , employees, or subcontractors of Contractor. Neither Contractor, nor any officers , agents, servants , employees , or subcontractors of Contractor shall be entitled to any employment benefits from the City . Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers , agents , servants , employees, or subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1. LIABILITY. CONTRACTOR 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 ACT(S) OR Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy Page 4 of 11 OMISSION(S), MALFEASANCE, NEGLIGENCE, 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 PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE 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 WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS, MALFEASANCE, NEGLIGENCE, OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or subcontract any of its duties , obligations, or rights under this Agreement without the prior written consent of the City ; however, City expressly grants Contractor the right to subcontract engineering services. If the City grants consent to an assignment, the assignee shall execute a wr itt en agreement with the City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations of the Contractor under this Agreement. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply . The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor 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: 10.1. 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 Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy Page 5 of 11 11. 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 ofthirty days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten 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. ( e) Certificates of Insurance 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. COMPLIANCE WITH LAWS, ORDINANCES, RULES, AND REGULA TIO NS. Contractor agrees that in the performance of its obligations hereunder, it will comply with 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 Contractor of any violation of such laws, ordinances, rules, or regulations , Contractor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor 's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Contractor, its personal representatives, assigns, subcontractors , or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when: (1) hand-delivered to the other party , its agents, employees, servants, or representatives; (2) delivered by facsimile with electronic confirmation of the transmission; or (3) received by the other party by United States Mail , registered, return receipt requested, addressed as follows: Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy Page 6 of 11 City of Fort Worth: Attn : Fernando Costa, Assistant City Manager 200 Texas St. Fort Worth TX 76102-6311 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. Contractor: La Gina Fairbetter 4604 44th Street Lubbock, Texas 79414-3134 Neither the City nor Contractor shall, during the term of this Agreement and additionall y for a period of one year after its termination, solicit for employment or employ , whether as employee or independent Contractor, any person who is or has been emplo y ed by the other during the term of this Agreement, without the prior written consent of the other party . 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 . 15. GOVERNMENT AL POWERS I 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 Contractor to insist upon the performance of any term or provision of this Agreement or failure to exercise any ri ght granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/ VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas . If any action , whether real or asserted , at law or in equity , is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County , Texas, or in the United States District Court for the Northern District of Texas , Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid , illegal , or unenforceable , the validity , legality , and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control , including, but not limited to , compliance with any law , ordinance , or regulation, acts of God, acts of the public enemy, fires , Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy Page 7 of 11 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 . REV IEW OF COUNSEL. The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rule 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 attached hereto and incorporated herein. 22 . AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, executed by an authorized representative of each party . 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts and each counterpart shall , for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 25. WARRANTY OF SERVICES . 25. l Contractor 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 days from the date that the breach was actually known to City . Upon notice to Contractor, at Contractor's option, Contractor shall either: (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with this warranty, or (b) refund all fees paid by the City to Contractor under this Agreement. This warranty section shall survive any expiration or termination of this Agreement. 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 Contractor, Contractor is responsible for reimbursing City for damages , expenses , and losses incurred by City as a result of the breach. 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 Contractor, City shall give written notice to Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy Page 8 of 11 Contractor to make or supervi se repairs or restorations at a reasonable fee during Contractor 's lifetime . Contractor shall notify City , in writing, within thirty days after receipt of the notice as to whether Contractor will make or supervise the repairs or restorations. Should Contractor fail to respond within the thirty-day 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 AND NATIONALITY ACT. Contractor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City , Contractor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor 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 Contractor employee who is not legally eligible to perform 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 EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City , upon written notice to Contractor, shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 27. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2 , if either City or Contractor has a claim, dispute , or other matter in question for breach of duty, obligations , services rendered, or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute , or breach. The notice shall state the nature of the dispute and list the party 's specific reasons for such dispute . Within ten business days ofreceipt of the notice , both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings , or other reasonable means to resolve any claim, dispute, breach, or other matter in question that may arise out of, or in connection with, this Agreement. If the parties fail to resolve the dispute within sixty days of the date ofreceipt of the notice of the dispute , then the parties may submit the matter to non-binding mediation in Tarrant County , Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses , including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may , before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 28. TIME EXTENSIONS. The Parties may mutually agree, in writing, to extend or modify any of the time deadlines set forth in this Agreement. Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy Page 9 of 11 29. ISRAEL. If Contractor is a company with ten or more full-time employees and this Agreement is for $100 ,000 or more, Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the 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. If Texas Government Code Chapter 2271 is applicable under this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. ENERGY COMPANIES. If Contractor is a company with ten or more full-time employees and this Agreement is for $100 ,000 or more , Contractor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services unless the contract contains a written verification from the company that it: (1) 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 in Section 809.001 of the Texas Government Code. If Texas Government Code Chapter 2276 is applicable under this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. FIREARMS AND AMMUNITIONS INDUSTRIES. If Contractor is a company with ten or more full-time employees and this Agreement is for $100 ,000 or more , Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code , the City is prohibited from entering into a contract for goods or services unless the contract contains a written verification from the company that it: (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 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. If Texas Government Code Chapter 2274 is applicable under this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (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 during the term of this Agreement. Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy Page 10 of 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 19._ ~ay of fc.\ao~ , 2024. ACCEPTED AND AGREED: CITY OF FORT WORTH: By:~:;.~ Fernando Costa Assistant City Manager Date: 2/ts/2,02 4 CONTRACT AUTHORIZATION: M&C: NIA APPROVED AS TO FORM AND LEGALITY: By:/~Qt.ta& ;;y Qualls Assistant City Attorney Form 1295: NA CONTRACT COMPLIANCE MANAGER: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. ~~~. ~Public Art Collection Manager Arts Council of Fort Worth ATTEST: Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy Page 11 of 11 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A THE ARTWORK Images show the original installation of five pair of bronze cowboy boots. Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy EXHIBIT B Work Proposal for Replacement and Restoration of Bronze Boots La Gina Fairbetter laginafairbetter @g mail .com 4604 44th St. Lubbock, TX 79414 Client: City of Fort Worth/ Fort Worth Public Art 200 Te xas Street Fort Worth, TX 76103 Contact: Jenny Conn Email: jconn@artscouncilfw.o rg Payment Terms: Net 60 Days Coordinating consultant--$6,010.00 (806) 790-6353 Work Proposal for replacement of bronze boots and restoration of the Steve Teeters ' Rodeo Plaza installation : Legacy of the Land Job Scope : Repair and replace all custom cast bronze boots, restoring the artwork by Steve Teeters' Legacy of the Land. Work include s consultation, administrative fee s, and travel as necessary. Oversee fabrication of seven custom cast bronze boots using original artist molds per information provided by the City of Fort Worth, Public Art Program. Coordinate rehab of insta llation plan. Prepare and provide installation plan . Coordinate delivery with Contract Manager for installation . Deliver original molds from artist's stud io to Schaefer Art Bronze Casting, Arlington, Te xas . Up to three trips, Lubbock to the installation site (Fort Worth) and foundry(Arlington) based on 2024 GSA rate s Recasting, Finishing, Repair, and lnstallation--$12,850 Includes all materials, supplies and labor to replace missing boots and repairs on existing sculpture, and reinstallation of the work to the original site with an anti-theft method of installation. Cast and fini sh 7 bronze boots Replace anchoring position s on all of the boots Re-patinate all the boots to match On site installation of all 5 sets of boots w ith anti-theft protection Labor and materials TOTAL PROJECT BUDGET-$ 18,860 Estimates represent minimum charge and do not include sales tax if applicable. Charges may be added or diminished if there is a notable change or shift in job scope. Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy EXHIBIT C COMPENSATION AND PAYMENT SCHEDULE 1. Compensation. a. The City shall pay Contractor an amount not to exceed TWENTY-TWO THOUSAND DOLLARS AND ZERO CENTS ($22 ,000.00) for all services performed, including but not limited to , materials and supplies, equipment rentals, and labor, insurance , incidental costs, contingencies, transit , travel , and any costs required to replace and restore the artwork in accordance with the provisions of this Agreement. Contractor 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 Contractor 's Work Proposal for Replacement and Restoration of Bronze Boots c. Compensation for all of Contractor'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. Contractor will not bill City for tax pursuant to Contractor 's use of Exhibit D as outlined in section 1.2 of this Agreement. e. Any additional expenses not outlined in this Agreement or exhibits incurred by Contractor 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 Contractor 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. EIGHT THOUSAND DOLLARS AND ZERO CENTS ($8 ,000.00) to cover expenses related to materials and supplies upon execution of Agreement. b. Up to an amount of FIVE THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($5,500.00) within thirty-five (35) days after repairs have been fully completed and artwork is scheduled to install as approved by the Contract Manager. c. Up to an amount of FIVE THOUSAND THREE HUNDRED SIXTY DOLLARS AND ZERO CENTS ($5 ,360.00) within thirty-five (35) days after Artwork has been fully installed and approved by the Contract Manager and receipt by City of such documentation as it may require concerning payment of services and materials rendered. d. The total compensation listed section l(a) of this Exhibit C includes payment for unforeseen changes in the approved repairs from a contingency fund in an amount up to THREE THOUSAND ONE HUNDRED FORTY DOLLARS AND ZERO CENTS ($3,140.00) for costs associated with repairs that are incurred by the Contractor upon (i) receipt of supporting documentation by the Contract Manager from the Contractor and Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy (ii) approval by the Contract Manager of the additional costs. e. Contractor 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. f. City shall compensate Contractor in full within thirty (30) days after receipt of Contractor's final invoice and all deliverables. Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy EXHIBITD Texas Sales and Use Tax Exemption Certification This certificate does not require a number to be valid. Name ot purchaser, firm or agency City of Fort Worth, Texas Address (SITNI & number, P.O. Box or Route num~ I Phone (Area code and numbet) 200 Texas Streat 817-392-8360 City, state, 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 renta l of a motor Purchaser daims 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 provis ions of the Tax Code and/or all applicable law . I understand that itisa 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 other/hen that expressed in this 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 . ~"► here Title Finance Director/CFO NOTE : This certificate cannot be issued for the purchase , lease, or rental of a motor veh ide. THIS CER11FICA TE DOES NOT REQUIRE A NUMBER TO BE VALJD. Sales and Use Tax "Exemption Numbers" or "Tax Exempt• Numbers do not exist. This certificate should be furnished to the supplier. Do rui1 send the completed certificate to the Comptroller of Public Accounts. Profe ss ional Service Agreement betwe en City of Fort Worth and La Gina Fairbetter Execution Copy Date: Affiant (Contractor): EXHIBITE AFFIDAVIT OF BILLS PAID Purchaser (City): __________________ _ Property : Affiant on oath swears that the following statement is true: Affiant has paid each of Affiant's Contractors , laborers , and materialmen in full for all labor and materials provided to Affiant for the 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 __________ , 2024. Notary Public, State of Texas Print Name Commission Expires Professional Service Agreement between City of Fort Worth and La Gina Fairbetter Execution Copy