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HomeMy WebLinkAbout065565 - Construction-Related - Contract - Super Shorts LLCCSC No. 65565 PROFESSIONAL SERVICES AGREEMENT BETWEEN SUPER SHORTS LLC 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 Dana Burghdoff, its duly authorized Assistant City Manager, and Super Shorts LLC (the "Contractor"), acting by and through Kay -La Short, its Co -Owner, located at 211 E. Harrison Avenue, Guthrie, OK 73044, 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 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 artists 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 to maintain and repair artworks in the Fort Worth Public Art Collection; WHEREAS, on December 13, 2018, the City commissioned Christopher Blay (the "Artist") to design, fabricate, and install an installation using sections of a vintage transit bus titled East Rosedale Monument Project ("Artwork"), a depiction of which is attached hereto as Exhibit "A" and incorporated herein for all purposes incident to this Agreement, located at the 900 block of East Rosedale Street near Short Street, Fort Worth, Texas 76104, which was executed under City Secretary Contract ("CSC") #51670 ("Artwork Commission Agreement"); WHEREAS, the artwork was damaged on or about September 23, 2025, and requires major repair and restoration; WHEREAS, in accordance with Section 8.3(a) of the aforementioned Artwork Commission Agreement, Contract Manager provided the Artist with the opportunity to be involved with the restoration of the Artwork. Artist responded affirmatively and employed the original fabricator, Ignition Arts, to create a Collision Review of the Artwork, which is attached hereto as Exhibit "B" and incorporated herein for all purposes incident to this Agreement; WHEREAS, the Contract Manager conducted a competitive bid process for repairs based on the Exhibit `B" and, in collaboration with the artist, selected the Contractor to proceed with repairs of the Artwork based on Contractor's Proposal for Repairs, which is attached hereto as Exhibit "C" and incorporated herein for all purposes incident to this Agreement; and WHEREAS, the City and Contractor wish to set out the terms and conditions for these repair and restoration services; NOW, THEREFORE, the City and Artist, for and in consideration of the covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as follows: The Agreement documents shall include the following: 1. This Professional Services Agreement OFFICIAL RECORD 2. Exhibit A — The Artwork 3. Exhibit B — Artwork Collision Review CITY SECRETARY 4. Exhibit C — Proposal for Repairs FT. WORTH, TX 5. Exhibit D — Compensation and Payment Schedule Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 1 of 22 6. Exhibit E — Texas Sales and Use Tax Exemption Certificate 7. Exhibit F — Affidavit of Bills Paid All exhibits 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 its officers, agents, employees, representatives, servants, and subcontractors. The term "City" shall include the City and 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/or restore the Artwork ("Services") as outlined in this Scope of Services and Exhibit "C" (Proposal for Repairs). The Artwork is owned by the City of Fort Worth. 1.2. Contractor shall perform all Services and will furnish all supplies, materials, and equipment as necessary for repairs and/or restoration of Artwork. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. If Artist identifies any significant changes to the Proposal for Repairs necessary to restore the Artwork, Contractor shall submit a Final Repair Proposal to the Contract Manager for review and approval in advance of repairs. 1.3. Contractor, individually and through its subcontractors, shall travel to Fort Worth and conduct a thorough on -site assessment of the Artwork (see Exhibit "C"). 1.4. Contractor shall identify and procure a vintage transit bus appropriate for fabricating a new front section of the Artwork to replace the heavily damaged section (see Exhibits "B" and "C"). 1.5. Contractor shall fabricate new internal structural components and create a replacement front section of the Artwork per original design drawings using upgraded mounting hardware. The replacement section of the Artwork will be color -matched to the original Artwork, and Contractor will create transportation supports for onsite delivery and installation (see Exhibit "C"). 1.6. Upon completion of the replacement section of the Artwork, Contractor shall remove and replace the existing front section of the Artwork and realign remaining Artwork structure to pre -accident condition, replacing all hardware used at mounting points with upgraded hardware (see Exhibit "C"). 1.7. Contractor shall conduct the Artwork repairs and installation of replacement components at the Site on dates mutually agreed upon by Contractor and City. 1.8. Contractor shall furnish a schedule of completion (the "Schedule") to the Contract Manager within fifteen business days after the Effective Date of this Professional Services Agreement. After written approval of the Schedule by Contract Manager, Contractor shall provide professional services to repair and/or restore the Artwork as outlined in this Scope of Services and Exhibit "C" in accordance with the Schedule. Schedule changes may be accomplished by written agreement between Contractor and Contract Manager. 1.9. City and/or Contract Manager, upon written request, shall have the right to review the Artwork replacement section during its fabrication and/or to request visual documentation of the fabrication. Contractor shall, upon written request by the City or Contract Manager, provide a written progress report detailing the progress made toward completion of the Artwork replacement section and the remainder of work to be done to complete the scope of services. Contractor shall comply with any request made by the City and/or Contract Manager within thirty calendar days after receipt of the written request. 1.10. Contractor will consult with Artist, as needed, to preserve Artist's intent during fabrication of Artwork replacement components. Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 2 of 22 1.11. 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 "E," Texas Sales and Use Tax Exemption Certificate. 1.12. Additional services, supplies, rentals, or deliverables must be approved by the City in writing 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 final payment to Contractor for all Services provided under this Agreement, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Contractor an amount not to exceed NINETY-NINE THOUSAND, FIVE HUNDRED DOLLARS AND ZERO CENTS ($99,500.00) in accordance with the provisions of this Agreement, Exhibit C, and Exhibit D. If any conflict exists between Exhibit C and Exhibit D, the terms of Exhibit D shall control, followed by Exhibit C. 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 a 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. 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 herein, 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 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 or 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. Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 3 of 22 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 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 Contract at no 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 be solely responsible for the acts and omissions of its officers, agents, servants, employees, 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, 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 j oint 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 HIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.. Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 4 of 22 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 ACT(S) OR OMISSION(S), MALFEASANCE, 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 the 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 Artist 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 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 with respect to the contracted services. (b) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. 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 City Attorney at the same address. Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 5 of 22 (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. (c) 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. 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. f 10�0130 13 VIOV71u 11►[TI 11�[Klli/ 310T.W10 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 parry by United States Mail, registered, return receipt requested, addressed as follows: Kay -La Short Super Shorts LLC PO Box 666 Guthrie, OK 73044 City of Fort Worth Attn: Dana Burghdoff, Assistant City Manager 100 Fort Worth Trail Fort Worth TX 76102-6311With Copy to the City Attorney at same address, and Anne Allen, Public Art Program Manager Arts Fort Worth 306 West Broadway Avenue, Suite 200 Fort Worth, TX 76104 Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 6 of 22 14. SOLICITATION OF EMPLOYEES. 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 of 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 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 future occasion. 17. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and 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, and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument executed by an authorized representative of each party. Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 7 of 22 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 Artist, including respective 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 allpurposes 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 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. However, if Contractor disclosed the risk of this breach in the proposal and City accepted that it may occur, it shall not be deemed a breach for purposes of this Article 25. 25.3 If, after one year from completion of repairs, City observes any breach of warranty described in this Article 25 that is curable by Contractor, City shall give written notice to Contractor to make or supervise repairs or restorations at a reasonable fee. 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 and accept the fee offered. 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 (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, Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 8 of 22 or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort 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 attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parries 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 parry 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. ISRAEL. If Contractor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Contractor certifies that, if applicable, Contractor's signature provides written verification to City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 29. ENERGY COMPANIES. If Contractor is a company with ten (10) or more full-time employees and if 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 that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (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. Therefore, to the extent that Chapter 2276 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 boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 30. MURMS AND AMMUNITIONS INDUSTRIES. If Contractor is a company with ten (10) or more full-time employees and if 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 that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (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 by Chapter 2274 of the Texas Government Code. Therefore, 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 apractice, policy, guidance, or directive that discriminates against a Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 9 of 22 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. 31. 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 Super Shorts LLC Page 10 of 22 ACCEPTED AND AGREED: CITY OF FORT WORTH By:Dam/ "il^ a Dap)g IWf (Jul 2 026 07: 0.46 CDT) Assistant City Manager Date:07/73/7(126 RECOMMENDED FOR APPROVAL By: ,XZ?— MicMHqF7&.11@rk (Jul 20, 2026 09:47:53 CDT) Fort Worth Library Director APPROVED AS TO FORM AND LEGALITY: By - Trey Trey alls, Assistant City Attorney CONTRACT COMPLIANCE MANAGER: SUPER SHORTS LLC IQ Kay- a Co -Owner 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. Alida Labbe Public Art Project and Capital Budget Manager Arts Council of Fort Worth dp'd4�LnnIl p� �FORt�o9dd ATTEST: o° a o o d By: Q� (' aaQn��65644 Janndde Goodall, City Secretary CONTRACT AUTHORIZATION: M&C: N/A Form 1295: N/A Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page l 1 of 22 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A THE ARTWORK The East Rosedale Monument Project: At Installation The East Rosedale Monument Project: After Accident Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 12 of 21 EXHIBIT B ARTWORK COLLISION REVIEW IGNITION ITT!' Innovative Imbrication for Arts and Industry Ignitiicn Arts, LLC 586B E 71 st Streit Suite 220 Indianapolis, IN 46220 Brian McCutcheon briani5ignitiGArie3m-corn 317-363-0440 East Rosedale Monument Collision Review I was on site 25 October 2025 to review the recent colliision, darnage_ The sculpture was, h it hard on the right front of the bus. The damage is extensive ,primarily showing in the front: beds, and structure_ Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 13 of 21 Tha coll &On bfok4; tho anchors .at the corner and pushad !Cne co r, ran of the frarna off the gro,und anchar plate. Q ems_ ;. � e Looking down the sida of ttwa btu you man see all 4 corners of scab structure lkavo beer, bent. Tho door skin, mash pis, tism signal .asserrnbly, headlight assembly and front fiberglass moldings have all beers crushod and broken_ Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 14 of 21 The structural frame was pushed so far you can seG it outside the. plane of the cab panels are is ;s bent enough that paint was damaged and. is falling off. All four corners arG bent.. This also pus li-ao the didactic panels off dues bower archon brackets and away from the surface on bath corners of the cab. III didactic panels had sow graffiti. The cab skin is bent throughout so rnuwch so that the acrylic sigr6ago, rwG,athGr stripping and screens are bent and pulM out of positioin. Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 15 of 21 Here iv an additional detail of the comer damage to the b"s skin aqd fiberglass headlight The middle section crF thG sculpture is racked from the front structure pushing down thG length of th$ bus- Here is a dmil showing the misalignment of the connections between sons. I don't believe the middle section is damaged. We wont know Until disassGmbly if it tM been bent as well. Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 16 of 21 The carwersatun l had with ChristoplhGr Blay (artist) is that tlo bus should be de -installed armd transpo tod to our shop. We would help souroG the donor bus and recomtruct they c2b section with compt9tely now construction and fit to t4a Arts of the sculpture that aro likely clot damaged then paint match eawything to loak as original_ Igrt-;on Ater, would recommend the addition of bollards or, the street side of the artwork once the restoratior is completed_ Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 17 of 21 EXHIBIT C PROPOSAL FOR REPAIRS SUPER SHORTS LLC Project FWPA Bus Artwork COST ESTIMATE February 4, 2026 CATEGORY TTEfI COST NOTES FABRIC ATIOW REPAIR Donor Bus pendingavailabilityl Donor Bus transport to shop in Guthrie for disassembly & fabrication Shapstallusage& overhead Iinsurance, utilities..j 3,000.00 Estimated 2months including shop averlaead Donor bus section disposal 400.01) Structural material cost $ 7,5D0.0D Includes full hardware update toxxxx Paint & Shop Material.Cansumables 1,50D.0D FabrlCaitlDn Labor $ 30,2DD.OD 1151hr @ $20(Vhr) Sublet: Perforated Stainlesss.tiWi!ndstlield Panel $ 1,500.00 Pendingcurrent mktpricigg ON -SITE WORK Removal, Installation, and onsite repairs $ B,UDD.OD 15 per @40hr@ $2OWhrj Sublet: Electrical DiscannecUreconnect $ 1,600.00 BDO per day, 2 days anticipated via contractor Old Section Disposal $ODD On -site Signage $ 2DD.0D TRANSPOTiTATION New Section TraospartationtoFort Worth $ 1ADD.00 Equipment Transportation $ GDD.OD EQUIPMENT RENTAL Telehamdler in Guthrie $ I GDD.00 placeholder- Will depend on current market pricing at time of rental Telehandler in Fort 4W'arth $ 1,6D0.00 placeholder- Will depend on current market pricing at time of rental LODGING &PER DIEM Trip€asts- Final.Measurements $541 Includes M&IE$341,tran5p13rta13an. (5-per5on team) 4 nights hatel - Installatis n $ 3.62D.00 Meals & Incidentals - linstaltatian 1,600.00 4 days r $80.5 people TOTALESTIMATE: $ 65,461.00 Estimated CDsttar Bus Acquisition and Delivery $ 25,000.00 $ 90.461.00 GRAND TOTAL COST ESTIMATE Repair Overview: Remove and replace the existingfront section of the Rosedale Monument artwork. Realign remaining exhibit structure to pre -accident condition, improvingthe hardware used to stabilize mounting points. Allworkwill be performed with respect for the artist's intent. Proposed Repair Methodology: Conduct onsite assessment to obtain detailed measurements and collect needed information prior to fabrication. Locate and disassemble the `donor' bus. Section front of the bus and fabricate new, internal structural components per original design drawings. Improve the mount hardware for overall structural integrity and public safety. Color -match original artist exterior and transfer usable original components to the new front section of the artwork. Create install -ready transportation supports to ensure safe and streamlined onsite delivery and installation. Transport new front section to site and install, adjusting existing sections back to proper alignment on -site. Dispose of damaged artwork section being removed. Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 18 of 21 EXHIBIT D COMPENSATION AND PAYMENT SCHEDULE Compensation. a. The City shall pay Contractor a total amount not to exceed NINETY-NINE THOUSAND, FIVE HUNDRED DOLLARS AND ZERO CENTS ($99,500.00) for all Services performed, including but not limited to, consultation fees, labor, storage, packing, transit, and any costs in accordance with the provisions of this Agreement. This amount is inclusive of a contingency allowance of up to $9,039.00. 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 Proposal 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 E as outlined in section 1.11 of this Agreement. e. Any additional expenses not outlined in this Agreement or the attached exhibits which are 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. FIVE HUNDRED, FORTY-ONE DOLLARS AND ZERO CENTS ($541.00) upon execution of the Agreement to cover Contractor's trip to Fort Worth to obtain final measurements and research. b. An amount not to exceed EIGHTY-NINE THOUSAND, NINE HUNDRED TWENTY DOLLARS AND ZERO CENTS ($89,920.00) for all Services performed, based on rates in accordance with the Contractor's Proposal for Repairs. c. The total compensation in section l(a) of this Exhibit D includes payment for any unforeseen changes in the approved repairs from a contingency fund in an amount not to exceed NINE THOUSAND, THIRTY-NINE DOLLARS AND ZERO CENTS ($9,039.00) for costs associated with services that are incurred by the Contractor upon (i) receipt of supporting documentation by the Contract Manager from the Contractor, and (ii) approval by the Contract Manager of the additional costs. d. Contractor shall submit an invoice to the City's Contract Manager for payment under this Agreement on a monthly basis, or within fifteen (15) days of completing services under this Agreement and include any necessary receipts. e. 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 Super Shorts LLC Page 19 of 21 EXHIBIT E Texas Sales and Use Tax Exemption Certification This certiricate s not require a number to be aand. Ftwe urpurctoser, r1rm cra�enQ City of Fort Worth, Texas Adikers f&Ve f d n-mba, P.O. HaxffJimdej1Lffrh ; Ptwne Oma ootle aid manb rt 100 Fort Worth Trail 817 2-8WO M.. 3tmk�_ MP code Fart Ykwth, Texas 76102 I, the purchaser named aboua...^,laim an exemptionfrom payment of sales and use taxes {forthe purchase aftaxabic items described below or on the attached ord r or invoice} fnom: Seller. AJ[Vendors Street :Tess: City, State.. ZIP code: Cesaiption of lerm to be pr.,-chased or on the attached orderer nwoice: Purchaser dais this exerrrption for the foLowing Yeason: I understand gig 9 will be liable 'or payment of all star arwi local sales or use taxes which may become due forfailure to conWiy with the provisions of the Tax Code andhx all applicable law. t under Lind ffmfi is a cn ref a Tense to gme an exernptim cervftafe to the setter Fcrtaxa&e deem tfaat t know, arty tame apurdrase. wittbe used in a manneraffaer tharr'Jaaf expressed in N5 cerbftare, and depending on the arrranrrrtoffax evaded, &e cdiferrae rnayrange ftam a Class G misdemeanor to a felony of etas ,seconot degree. Fl� lire IM& Sign 0-ts rev� Chief Financial CiffKer U3d13+2D24 � _. . NOTE.. This certificate c-annot be i6suedfor the puchase, lease, or rend or a matrrrvehicle. THIS CEtRTFICATEDOES NOT F&9WWANIMSERTOBEVALID. Sales and Use Tax °Exercptian hknnbem' or "Tax Exempt" Numbers do not erase T his, oeriA a e shouild be furn&hed to ire supplier. Cb not send the cootpleted certficate to tare CDmpMAer of PPubffic Accourrts. Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 20 of 21 EXHIBIT F AFFIDAVIT OF BILLS PAID Date: Affiant (Contractor): Project: Affiant on oath swears that the following statement is true: Affiant has paid each of Affiant's artists, laborers, and materialmen in full for all labor and materials provided to Affiant on the Project. Affiant is not indebted to any person, firm, or corporation by reason of any materials used or services performed on the Project. There are no claims pending for personal injury and/or property damages associated with the Project. Affiant: SUBSCRIBED AND SWORN TO before me, the undersigned authority, on this the day of 120 Notary Public, State of Texas Print Name Commission Expire Professional Service Agreement between City of Fort Worth and Super Shorts LLC Page 21 of 21 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Super Shorts LLC Subject of the Agreement: Repairs to the East Rosedale Monument Public Art Pro 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 9 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 N *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑ No 8 Contracts need to be routed for CSO processing in the following 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.