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HomeMy WebLinkAbout064428 - General - Contract - Monte Martin, Inc.CSC No. 64428 PROFESSIONAL SERVICES AGREEMENT BETWEEN MONTE MARTIN, INC. AND THE CITY OF FORT WORTH FOR PROFESSIONAL ARTS SERVICES FOR PUBLIC ART This PROFESSIONAL SERVICES AGREEMENT (`Agreement") is made and entered into b}. and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation acting by and through Dana Burghdoff, its duly authorized Assistant City Manager, and MONTE MARTIN, INC. ("Contractor"), a Texas corporation located at 2819 Anode Lane, Dallas, Texas 75220 acting by and through Monte Martin, its President, 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/bla 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 artists into the development of the City's capital infrastructure improvements, and to promote tourism and economic vitality in the Cit}, through the artistic design of public spaces; WHEREAS, the City has provided stewardship and funding for the maintenance and conservation of artworks included in the Fort Worth Public Art Collection ("Collection"); WHEREAS, on September 10, 2025, the Contract Manager conducted an informal request for qualifications seeking individuals or organizations to provide as -needed professional services to assist in maintaining the value, integrity, and authenticity of public artworks included in the Collection: WHEREAS, Contractor is an established full -service arts services firm specializing in art handling, art transit, and repairs and general maintenance for public art: WHEREAS, the Contractor submitted a response and was selected to provide non- exclusive professional an services; WHEREAS, City and Contractor desire to set out the terms and conditions under which said Work shall be provided; NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: The Agreement shall include the following: 1, This Professional Services Agreement: 2. Exhibit A — Contractor's Rate and Fee Schedule; 3, Exhibit B — Texas Sales Tax and Local Sales Tax Exemption Certificate. and 4. Exhibit C — Verification of Signature Authority Form. 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, OFFICIAL RECORD CITY SECRETARY Professional Services Agreement between the City of Fort Worth and Monte Martin, Inc. FT. WORTH, TX 1af16 The terra "Contractor" shall include the Contractor and his/her officers; agents, employees, representatives, servants, contractors, and subcontractors. 1. SCQPE OF SERVICES. 1.1 Contractor shall fully provide, or cause to be provided, with good faith and due diligence, professional art services for the Fort Worth Public Art Collection (FWPA Collection) in accordance with the terms of this Agreement ("Services"). The Services shall be based on the Public Art Annual Work Plan, as approved annually by the Fort Worth City Council as part of the City's agreement with the Contract Manager for administration of the public art program, and on a non- exclusive and as -needed basis at the direction of the Contract Manager. 1.2 Contractor shall provide all supplies, materials, and equipment necessary to provide deliverables and the Services required unless otherwise agreed to by the parties, in writing, in advance of the Services. 1.3 Existing conditions hidden or concealed and not available for reasonable visual observation discovered during the performance of the Services will be reported promptly to the Contract Manager prior to commencing any further Services. 1.4 Upon request by the Contractor, the City may furnish all information, materials and assistance required by the Contractor to perform the Services to the extent that such materials and assistance are necessary and available. 1.5 Contractor, individually and through its approved subcontractors, shall take all necessary precautions to protect and preserve the FWPA Collection. If City determines, in its sole discretion, that Contractor or the Contractor's subcontractors have damaged the FWPA Collection, then City shall inform Contractor, in writing, of the damage. Contractor, at its own expense, shall have thirty (30) days from receipt of City's written notice to repair the damage to the FWPA Collection to the satisfaction of City and at no charge to City. If Contractor fails to repair the damage to the satisfaction of City within thirty (30) days after receipt of the notice, or within the deadline otherwise agreed to by the parties, then City shall have the right to deduct the cost of repairs from any remaining or future payment due to Contractor under this Agreement, which shall be in addition to any and all other rights and remedies available to City at law or in equity. 1.6 Contractor shall provide a written report detailing the execution of the work, including pre-existing conditions, repairs and treatments, and recommendations for future maintenance. Images of all stages shall be submitted by digital transfer or disk in concurrence with the delivery of the written report. Contractor shall comply with any request made by City pursuant to this Article 1.6 within thirty calendar days after receipt of the written request. Professional Services Agreement between the City of Fort Worth and Monte Martin, Inc. 2of16 2. TERM. This Agreement shall begin on the date of the Assistant City Manager's signature ("Effective Date") and shall expire on September 30, 2026 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one- year renewal options, at City's sole discretion. 3. COMPENSATION. City shall pay Contractor the hourly rates of Contractor personnel who perform specific services under this Agreement in accordance with the provisions of this Agreement and Exhibit A -- Contractor's Rate and Fee Schedule. Total payment made under this Agreement by City shall be in an annual amount not to exceed Forty Thousand Dollars ($40,000.00). Contractor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless Contract Manager requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless Contract Manager first approves such expenses in writing, 3.1 Services outlined in this Agreement are based on hourly rates in accordance with Contractor's Rate and Fee schedule, plus reasonable expenses, approved in advance by the Contract Manager, and supported with receipt of documentation at invoicing; with total fee including, but not limited to, all reimbursable expenses. 3.2 Additional services, supplies, rentals, or deliverables must be approved by the Contract Manager in writing in advance of performance, and the Contractor will be compensated for any such additional services or reimbursables as agreed to by the parties. 3.3 Payment from City to Contractor shall be made on an invoice basis for Services rendered following receipt by Contract Manager from Contractor of a signed invoice. The invoice shall be submitted to Contract Manager no later than the 15th day following the end of each month. If the Contract Manager requires additional reasonable documentation, it shall request the same promptly after receiving the above -described information, and the Contractor shall provide such additional reasonable documentation to the extent the same is available. 3.4 The City is a tax-exempt organization and no state or local sales taxes or federal excise taxes shall be due. The City shall supply the Contractor with the "Texas Sales Tax and Local Sales Tax Exemption Certificate" in substantially the same form as that attached hereto and incorporated herein as Exhibit B for use by the Contractor in the fulfillment of this Agreement. 3.5 The Contractor shall be responsible for the payments of all expenses that are incurred during the performance of this Agreement, including, but not limited to, services, materials, mailing/shipping charges and insurance on submissions to the Contract Manager, cost of all travel, and costs for the Contractor's agents, consultants, and/or employees necessary for the proper performance of the Services required under this Agreement. Professional Sen icesAgreement between the City of Fort Worth and Monte Martin, Inc. 3 of 16 3.6 In the event of a disputed or contested billing, only the portion being contested will be withheld from payment, and the undisputed portion will be paid. Contract Manager will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. 3.7 For contested billings, the City shall make payment in frill to Contractor within sixty (60) days of the date the contested matter is resolved. 3.8 Contractor shall make timely payments to all persons and entities supplying labor, materials, or equipment for the performance of this Agreement. CONTRACTOR SHALL DEFEND AND INDEMNIFY THE CITY AND CONTRACT MANAGER FROM ANY CLAIMS OR LIABILITY ARISING OUT OF THE CONTRACTOR'S FAILURE TO MAKE THESE PAYMENTS. 4. TERMINATION. 4.1. Convenience. The City may terminate this Agreement at any time and for any reason by providing the other party with at least thirty days' written notice of termination, 4.2. Non -appropriation -of ppropriation_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 penalh, 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. _Duties and Obligations of the Parties In the event that this Agreement is terminated prior to the expiration of the stated term; 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 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 in association with the performance of services hereunder, Contractor shall return all Cite -provided data to the City in a format deemed acceptable to the City. S. DISCL SURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Contractor hereby warrants to 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 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 City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. Professional Services Agreement between the City of Fort Worth and Monte Martin, Inc. 4 of 16 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 City immediately if the security or integrity of any 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 City in identifi,ing what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Contractor agrees that 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 (3) years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, and records, including, but not limited to, all electronic records, of Contractor involving transactions relating to this Agreement at no additional cost to City. Contractor agrees that 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. City shall give Contractor reasonable advance notice of untended 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 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 be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants, and subcontractors. Contractor acknowledges that the doctrine of respondent superior shall not apply as between 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 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 City. Contractor shall be responsible and liable for any and all payment and reporting of tales on behalf of itself and any of its officers, agents, servants, employees, or subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY-CONTRACTORSHALLBELIABLE ANDRESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCL UDING 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 CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES 8.2 GENERAL INDEMNIFICATION- CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED Professional services Agreement between the City of Fort worth and Monte Martin, Inc. 5of16 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 NEGLIGENTACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEE& 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assi2nment. Contractor shall not assign or subcontract any of its duties, obligations, or rights under this Agreement without the prior written consent of Contract Manager. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor and assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a written agreement with Contractor referencing this Agreement under which subcontractor shall agree to be bound by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply. Contractor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage. and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Contractor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non - owned. (c) Workers' Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Professional Services Agreement between the City of Fort Worth and Monte Martin, Inc. 6 of 16 Employers' liability: $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit 10,2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term "City" shall include its employees, officers, officials, agents, and volunteers with respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. A minimum of 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, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) 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 Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that 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 REGULATIONS. Contractor agrees that in the performance of its obligations hereunder, it shall 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 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 Professional Services Agreement between the City of Fort Worth and Monte Martin, Inc. 7 of 16 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 CITY AND HOLD 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: To CITY: City of Fort Worth Attn: Dana Burghdoff, Manager 100 Fort Worth Trail Fort Worth, TX 76102 Assistant City Copies to: Trey Qualls, Office of the City Attorney 100 Fort Worth Trail Fort Worth, TX 76102 Anne Allen, Arts Fort Worth 512 W. 411' Street Fort Worth, TX 76102 14. SOLICITATION OF -EMPLOYEES. To CONTRACTOR: Monte Martin, Inc. Monte Martin, President 2819 Anode Lane Dallas, TX 75220 Neither City nor Contractor shall, during the term of this Agreement and additionally 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 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. 15. GOVERNMENTAL POYVERS. It is understood and agreed that City does not waive or surrender any of its governmental powers or immunities by execution of this Agreement. Professional Services Agreement between the City of Fort Worth and Monte Martin, Inc. 8of16 16. NO WAIVER. The failure of City or Contractor 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 City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. 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. Citv 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 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, 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 COUN EL. 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 its exhibits. 22. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument executed by an authorized representative of each party. Professional Services Agreement between the City at Fort Worth mid Monte Martin, Inc. 9of16 23. ENTIRETY OF AGREEMENT. This Agreement, including its exhibits, contains the entire understanding and agreement between City and Contractor, including 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. COOTERPARTS. 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. 25. WARRANTY OF SERVICES. Contractor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Contractor's option, Contractor shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Contractor for the nonconforming services. 26. IMMIGRATION AND N TI NALITY 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 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 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. OWNERSHIP OF RORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures. guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception. creation, or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made -far -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Contractor hereby expressly assigns to City all exclusive right, title, and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may Professional Services Agreement between the City of Fort worth and Monte Martin. Inc. 10 of 16 have or obtain, without further consideration or documentation, free from any claim, lien for balance due, or rights of retention thereto. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Contractor whose name, title, and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C'. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP For the purpose of maintaining updated City records, Contractor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change. The president of Contractor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, a copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact future invoice payments, 30. I RAEL. 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 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 theAgreement, 31, 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 meanings ascribed to those terms by 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 cerhf es that Contractor's signature provides written verification to the City that Contractor: (I) does not boycott energy companies; and (2) will not boycott energr companies during the term of this Agreement Professional Semices Agreement betwmi the City of Fort Worth and Monte Martin, Inc, I 1 of 16 32. 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 against a firearm entity or firearm trade association during the term of the contract. The terms "discriminate," "firearm entity," and "firearm trade association7 have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 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 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 Monte Martin, Inc. 12 of 16 ACCEPTED AND AGREED: CITY OF FORT WORTH: Bv: Name: o 19c r lit , 2025 17:3y. CST) JV Title: Assistant City Manager Date: 1745.1120 5 APPROVAL RECOMMENDED: By: J, Xf-,L- Name:MNkdbC1&1a*C 5, 202517:20:17 CST) Title: Libran- Director ATTEST: By: Name: Unnettle S. Goodall aqF FORr���a poo00 �00% Title: CV Secretary p_ ao 9,�o PVC o=°o o Bann nE1 Aso4p CONTRACTOR: 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 reQaa'ting requirements. Digitally signed by Jennifer Conn DN: —Jennifer Conn, o=Arts Fort Worth, o-Public Art, By: / email=jconn@artsfortworth.org Name: Jennifer Conn Title: Public Art Collection Manager, Arts Fort Worth APPROVED AS TO FORM AND LEGALITY: By: % �a- Name: ey calls Title: Assistant City Attomey CONTRACT AUTHORIZATION: M&C: No M&C Required AC IF Monte Martin. Inc By: Name: Monte Martin Title: President Date: Professional Services Agreement benveen the City of Fort Worth and Monte Martin. Inc. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 13 of 16 EXHIBIT A CONTRACTOR'S RATE AND FEE SCHEDULE NI-N-T 1) SERVICES RATESMEORL MAD Sm-Vicea is a com vmhet&re Tyra art servkmz corrperry providti9 IratoHfftton. t Qrgx rkrk^ arod maunt<sn� tenrfoes for art and a'fitact oobatlom Addf or4ly"pfc*60 amhRectwd Hgh*V deafen and museum ohrbltton dwr r tw0ces from corrrept to dmkyt to fabrkmtlon and lrwk*affan. MMD Srrvfowt pruvkim yrau a amc lvw searrriwss egwWwncs around d of yaur [tna art s*rA--* npetii, Ad Ht>tw*Wrntdoftan $145AOPT.: kx:swdws 2 arthaw2w $ 95Xnv, for ea oddfftmd art hondkv pnr ect manoowser Ices: $15i7MPT. 3euiptm Fbpiping: $193SM v.: trrc�vdes 2 art harcJrn pka mofarWls $ 95gCA-e, for wa, ndMard art handler All ite$eaWR caMrg Feet $100M min_ Gast b based arr quon* of CrWOVOOM E3atvpy Fee: $120A0 malt ON"" Few S100.fp 0 Gach oddtffand • Matuld Lft $7&W per job a Cd for quote on akddtfand hum Art m lcu. Ft. ($100.w MO. rrrknitrumj 2019 Anode Lan6, Ddim. 7% 7MD I 214252OM I www.MMD.Ser+r = Professional Services Agreement bemeen the Cite of Fort Worth and Monte Martin. Inc. 14 of 16 EXHIBIT B TEXAS SALES TAX AND LOCAL SALES TAX EXEMPTION CERTIFICATE Texas Sales and Use Tax Exemption Certification This cerWmafe does not require a nuirnber to be valid. w r m pi Rlvser. nm, orawncr City of Fort Worth, Texas .bless Isveei E,umw. pa a" w/t s&ntdaeea Phone r.sr!'a[xC a'sd nyerytlM 100 Fort Wodh Trail 817-3924500 CAY 8tw.'„IP code Fort Worth, Texas 76102 1, the purchaser named above. claim an exemption from payment of sales and use taxes ifur the purchase of taxable items described below or on the attached order or invotce) from; Seller All Vendors Street address, Crty. State, 7JP oode. Desonoon of Reins to be purchased cc on the attached order or nv&ce Purchaser claims dt:s exemption for the fo6ming reason l understand that t will be liable for payment of all state and local sales or use tares whits may become due for failure to comply with the prvvsions of the Tax Code an(Vor all applicable law, ! understand dint its a cenunal offense to give an a %emption certificate to the sekkerfor taxable items fhaf I know, at the time of Purd aze well be used in a mariner ottw than that expressed 'Athis certificate, and depending onitte amottrlt of tax evaded, the oftme mayrange from a Class G mrademeanar to a felony of the second degree. Pvo"se nee cou he o Chief Fxtanesai Officer 03tI3r2024 r— u. wr trays NOTE This certificate cannot be Issued for the purchase, lease, or rental of. a motor vehicle TM CERTIFICATE DOES NOT REOMEA KWBER TO BE VALID. ,;ales and Use Tax "Exemption Numbers' or "Tax Exempt" Nurribess do not exist Thm certficate should be fumishad to die supplier. Do not —.1 she canylesnd ctrtrfirate to rite Coffvxoller ai P.Nl Atxaunts. Professional Services Agreement between the City of Fort Worth and Monte Martin, Inc. 15 of 16 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Execution of this Signature Verification Form ("Farm") hereby certifies that the following individuals and/or positions have the authority to legally bind Contractor and to execute any agreement; amendment, or change order on behalf of Contractor. Such binding authority has been granted by proper order, resolution, ordinance, or other authorization of Contractor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Contractor. Contractor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Contractor. Name: Tamera Martjn P05�1� . CEO Signature 2. Name: Position: Signature Name: Position: Signature Naane: Monte M i Signature of President / CEO Other Title: Date: November 24, 2025 Professional Services Agreement between the City of Fort Worth and Monte Martin, Inc. 16 of 16 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Monte Martin, Inc. Subject of the Agreement. PROFESSIONAL SERVICES AGREEMENT BETWEEN MONTE MARTIN, INC. AND THE CITY OF FORT WORTH FOR PROFESSIONAL ARTS SERVICES FOR PUBLIC ART M&C Approved by the Council? * Yes ❑ No If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes © No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No © If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes © No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. 106632 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑ No Contracts need to be routed for CSO processing in the followin order:. 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.