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HomeMy WebLinkAboutContract 62177CSC No. 62177 PROFESSIONAL SERVICES AGREEMENT BETWEEN PHILIPPE KLINEFELTER 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 Jesica McEachern, its duly authorized Assistant City Manager, and Philippe Klinefelter (the "Contractor"), an individual located at 800 Gullet Street, Austin, TX 78702, each individually referred to herein 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 ("Contract Manager") to manage this Agreement on its behalf. 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 2006 the City commissioned Artist Philippe Klinefelter to design, fabricate, and install a hand -carved granite water feature/sculpture installation titled Earth Fountain ("Artwork"), which includes carved granite benches and path edging and two granite and wood bus benches, a depiction of which is attached hereto as Exhibit "A" and incorporated herein for all purposes, at Byers Green, located at 4850 Camp Bowie Boulevard, Fort Worth, TX 76107, which was executed under City Secretary Contract No. 33894 ("2006 Final Design and Commission Agreement"); WHEREAS, cracks in the stone seat benches at the bus stop were observed during a September 2024 condition assessment, and appropriate infill materials are recommended to prevent further damage; WHEREAS, the City approached Contractor to conduct and oversee the repairs necessary to bring the Artwork back to its original state; WHEREAS, the Contractor has provided a preliminary Cost Estimate for Repairs, 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; NOW, THEREFORE, the City and Contractor, for and inconsideration of the covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement between the City of Fort Worth and Philippe Klinefelter EXECUTION COPY The contract documents shall include the following: 1. This Agreement for Professional Services; 2. Exhibit A — The Artwork; 3. Exhibit B — Cost Estimate for Repairs; 4. Exhibit C — Compensation and Payment Schedule; 5. Exhibit D — Texas Sales and Use Tax Exemption Certificate; and 6. Exhibit E — Affidavit. 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 his 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 repair and restore the Artwork as outlined in this section and Exhibit "B" (Cost Estimate for Repairs). 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 "C" Compensation, 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 report further observed damage and recommended methods and materials as required to repair the seat benches as necessary. If Contractor identifies any significant changes to the Cost Estimate for Repairs necessary to restore the Artwork, Contractor shall submit 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 this Agreement is executed by the City ("Effective Date") and end once City makes final payment to Contractor for all services authorized under this Agreement, unless terminated earlier in accordance with the provisions of this Agreement. Professional Services Agreement between the City of Fort Worth and Philippe Klinefelter 2 EXECUTION COPY 3. COMPENSATION. The City shall pay Contractor an amount not to exceed TWO THOUSAND DOLLARS AND NO CENTS ($2,000.00) in accordance with the provisions of this Agreement, Exhibit "B," and Exhibit "C." The amount stated in 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, 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 Fort Worth City Council 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 Oblisations of the Parties. In the event that this Agreement is terminated prior to its regular expiration, 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 in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has received access to City information or data as a requirement to perform services hereunder, Contractor shall return all City - provided information and data to the City in a format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1. Disclosure of Conflicts. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. 5.2. Confidential Information. Contractor, for itself and its officers, agents, and employees, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third -party without the prior written approval of the City. 5.3. Unauthorized Access. Contractor shall store and maintain City information in a secure manner and shall not allow unauthorized users to access, modify, delete, or otherwise corrupt City information in any way. Contractor shall notify the City immediately if the security or integrity of any Professional Services Agreement between the City of Fort Worth and Philippe Klinefelter EXECUTION COPY City information has been compromised or is believed to have been compromised, in which event Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this contract or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, and records of the Contractor involving transactions relating to this Agreement at no additional cost to the City. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges and work performed under this agreement and not as agent, representative, or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants, and employees, and Contractor, its officers, agents, employees, servants, contractors, and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that the City shall in no way be considered a co -employer or a joint employer of Contractor or any officers, agents, servants, employees, or subcontractors of Contractor. Neither Contractor nor any officers, agents, servants, employees, or subcontractors of Contractor shall 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 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 OMISSION(S), MALFEASANCE, NEGLIGENCE, OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. Professional Services Agreement between the City of Fort Worth and Philippe Klinefelter 4 EXECUTION COPY 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 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 written 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. INTENTIONALLY OMITTED. 11. COMPLIANCE WITH LAWS. ORDINANCES. RULES. AND REGULATIONS. 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. Contractor, for itself, its personal representatives, assigns, subcontractors, and successors in interest, as part of the consideration herein exchanged, 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 Services Agreement between the City of Fort Worth and Philippe Klinefelter EXECUTION COPY City of Fort Worth: Attn:Jesica McEachern, Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With Copy to the City Attorney at same address. Martha Peters, Director of Public Art Arts Fort Worth 1300 Gendy Street Fort Worth, TX 76107 14. SOLICITATION OF EMPLOYEES. Contractor: Philippe Klinefelter 800 Gullet Street Austin, TX 78702 Neither the City nor Contractor shall, during the term of this Agreement and additionally for a period of one (1) year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the other party. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation or advertisement of employment by either party. 15. GOVERNMENTAL POWERS / IMMUNITIES. It is understood and agreed that the City does not waive or surrender any of its governmental powers or immunities by execution of this Agreement. 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 right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any fixture occasion. 17. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in Professional Services Agreement between the City of Fort Worth and Philippe Klinefelter 6 EXECUTION COPY 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, 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 had the opportunity to review and revise this Agreement and that the normal rule of contract construction to the effect that any ambiguities are 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 exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Contractor, and their lawful 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 shall be as legally binding for all purposes as an original signature. 25. WARRANTY OF SERVICES. 25.1 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 (30) days from the date that the breach was actually known to City. Upon notice to Contractor, at Contractor's option, Contractor shall either: (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with this warranty, or (b) refund all fees paid by the City to Contractor under this Agreement. This warranty section shall survive any expiration or termination of this Agreement. 25.2 If within one year after completion of repairs City observes any breach of the 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. Professional Services Agreement between the City of Fort Worth and Philippe Klinefelter 7 EXECUTION COPY 25.3 If after one year from completion of repairs City observes any breach of the warranty described in this Article 25 that is curable by Contractor, City shall give written notice to Contractor to make or supervise repairs or restorations at a reasonable fee during Contractor's lifetime. Contractor shall notify City, in writing, within thirty (30) 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 (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 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 (I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall adhere to all federal and state laws and establish appropriate procedures and controls so that no services are 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 OR 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. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, whether 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 (60) days of the date of receipt 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. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorneys' fees; however, the parties shall share equally in the costs of the mediation. If the parties do not mutually agree to mediate or cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available at law or in equity 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 Services Agreement between the City of Fort Worth and Philippe Klinefelter EXECUTION COPY 29. ISRAEL. If Contractor is a company with ten (10) 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 Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Texas Government Code is applicable to 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 (10) 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 meanings ascribed to those terms in Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Texas Government Code is applicable to 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 (10) 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 meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to 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 Services Agreement between the City of Fort Worth and Philippe Klinefelter 9 EXECUTION COPY ACCEPTED AND AGREED: CITY OF FORT WORTH: By: cwr�'—� Jesica McEachern Assistant City Manager DateOct 22, 2024 DEPARTMENTAL APPROVAL: B . J(L Ur) Midori Clark Director, Fort Worth Public Library CONTRACTOR: By: Philippe Klinefelter Date: 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. IV....00 Je}`er Conn, Public Art Collection Manager ,Council of Fort Worth APPROVED AS TO FORM AND LEGALITY: i 0�� Bxrgo. s(Q,, �T, Trey Qualls Assistant City Attorney Form 1295: NA 4,d44��nn °°r �oRT9dp o G ATTEST: pro o=� PpQ* 00000000000 Qoo*�v By: Jannette Goodall, City Secretary No M&C Required OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement between the City of Fort Worth and Philippe Klinefelter 10 EXECUTION COPY t'1n' OFF FOIST mroR i Hlb ��M�nl �1r} �kCrJti.�4� 11w. Rr . %Won CNA Dirww, Ft,n Wwmirh "K Liter c 41%, r It %f 1014: Ph IL jll%c K,Irw ich"a 10fPX 44 �tV Ur STt I &ANwk4" IhW I *m rAz p?r+m rVLprffubk r ror I%q r..3cm 1 W-1 Rg J Rd JrL9ib.li! r i ti%n r If h I L 0ofAnK rti n I I r% r '.%6=Trw FKx Fad mp4 ,j: r qqh ; I rt uk-at% L :mF.� i I& f FQti°9 tip' �m 0 By: - A-i,so snr Fray At-,urw FMM I . NA A■TFAr. W'Frk�l Lt € 1 1 I, (vAy lkc m w LWU Roti vw OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 54f, OA ram L of Cy) Ad r j till er itl F�.4 � ■ EXHIBIT A THE ARTWORK Detail: Benches Earth Fountain (2009) Philippe Klinefelter Earth Fountain (2009) Philippe Klinefelter Professional Services Agreement between the City of Fort Worth and Philippe Klinefelter 11 EXECUTION COPY EXHIBIT B COST ESTIMATE FOR REPAIRS September 10, 2024 City of Fort Worth 100 Fort Worth Trail Fort Worth, TX 76102 Cost Estimate for repairs at Earth Fountain (based on observations made by others and images attached.) Infill treatment and restoration of two granite and wood artist -designed and made benches at 4850 Camp Bowie Blvd, Fort Worth, TX 76107. Materials $ 392.97 Onsite Repairs $ 650.00 Mileage $ 254.60 Per Diem $ 175.00 Total Estimate $1,579.60 Philippe Klinefelter 800 Gullet Street Austin, TX 78702 Professional Services Agreement between the City of Fort Worth and Philippe Klinefelter 12 EXECUTION COPY EXHIBIT C COMPENSATION AND PAYMENT SCHEDULE 1. Compensation. a. The City shall pay Contractor an amount not to exceed TWO THOUSAND DOLLARS AND ZERO CENTS ($2,000.00) for all services performed, including but not limited to, costs for all materials and supplies, equipment rentals, 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 Cost Estimate for Repairs 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 1.3 of this Agreement. e. Any additional expenses not outlined in this Agreement or exhibits 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. Pavment Schedule. a. 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. b. City shall compensate Contractor in full within thirty (30) days after receipt of Contractor's final invoice and all deliverables. Professional Services Agreement between the City of Fort Worth and Philippe Klinefelter 13 EXECUTION COPY EXHIBIT D Y 01-339 (8.k) (Rev.4AM) Texas Sales and Use Tax Exemption Certification This certificate does not require a number to be valid. Name of pUrchdser, firm or agency City of Fort Worth, Texas AddreSs (Street & number, P.O. Box orRwfe number) 200 Texas Street City, State. ZIP code Fort Worth, Texas 76102 Phone (Area We and number) 817-392-8360 lj 1 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 Durchase, lease or rental of a motor vehicle. Purchaser claims this exemption for the following reason: Municipality, Governmental Entity I understand that I will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with the provisions of the Tax Code andior all applfrable law. I understand that itisa criminal offense togive an exemption certificate to the sellerfortaxable items that! know, atthe time ofpurchase, will be usedin a manner otherthan thatexpressed in this certificate, and depending on the amountoftexevaded, the offense mayrange from a Class C misdemeanor to a felony of the second degree. Purc�ha�s/e/r�/f�/Title Date e here L '� Finance Director1CF0 V � NOTE: This certificate cannot be issued for the purchase, lease, or rental of a motor vehicle. THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID. Sales and Use Tax "Exemption Numbers" or "Tax Exempt" N umbers do not exist. This certificate should be furnished to the supplier. Do not send the completed certificate to the Comptroller of Public Accounts. Professional Services Agreement between the City of Fort Worth and Philippe Klinefelter 14 EXECUTION COPY Date: Affiant (Contractor): Property: EXHIBIT E AFFIDAVIT OF BILLS PAID 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 Services Agreement between the City of Fort Worth and Philippe Klinefelter 15 EXECUTION COPY FORTWORTH Routing and Transmittal Slip Fort Worth Public Art DOCUMENT TITLE: Professional Services Agreement between the City of Fort Worth and Philippe Klinefelter M&C CPN CSO # DOC# DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all City DATE: TO: INITIALS DATE OUT 1. Trey Qualls, Assistant City Attorney OCt 21, 2Q24 2. Midori Clark, Public Library Director � Oct 21, 2024 Nf 3. Jesica McEachern, Assistant City Manager ,� OCt 22, 2�24 4. Jannette Goodall, City Secretary -7w- Xt 24, 2024 I✓ 6. Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ❑ Yes X No RUSH: ❑ Yes X No SAME DAY: ❑ Yes X No NEXT DAY: ❑ Yes X No ROUTING TO CSO: ❑ X Yes ❑ No Action Required: ❑ As Requested ❑ For Your Information X❑ Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs Return to: Please email a copy of the fully executed contract to: Jennifer Conn, Public Art Collection Manager, Arts Fort Worth at icon n(a)artsfortworth.ora. 817)919-2234 Thank you!