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HomeMy WebLinkAboutContract 53000 C6T1(SECRETARr00 r, = RACT NO� <5 ,,,\AGREEMENT BETWEEN THE CITY OF FORT WORTH AND OG� AY LODGE FINE ARTS CONSERVATION LABORATORY, INC. GGS�GQ FOR CONSERVATION SERVICES This Agreement is entered into this dad of , 2019 ("Effective Date") bN and between the Cite of Fort Worth, a home-rule municipal corporation of the State of Texas ("City"), actin, by and through Dana Burghdoff. its dulN authorized Interim Assistant Cite Manager, and McKay LodL,e Fine Arts Conser),ation Laboratory, Inc., an Ohio Corporation. (the"Conservator") acting by and through Robert G. Lodge. its President and located at 10915 Py le Road, Oberlin. OH, 44074. City has designated the Arts Council of Fort Worth and Tarrant COMM'. Inc.. to manage this Agreement on its behalf. The Contract klanager shall act through its designated Public Art collection manager("Contract Manager"). WHEREAS. pursuant to Chapter ?. Sections 2-56 thl-ou(Th 2-61 of the Fort \Vorth Code of Ordinances, the Fort \forth Public Art Program's goals are to create an enhanced visual environment for Fort worth residents. to commemorate the Citv's rich cultural and ethnic diversit). to integrate the design \wrk of artists into the development of the City's capital infrashucture improvements. and to promote tourism and economic vitalit} in the City through the artistic de-,JIM of public spaces: WHEREAS. the City has provided funding for the maintenance and conservation of armorks included in the Public Art Collection ("Collection"): WHEREAS, the Contract Manager conducted a request for qualification seeking individuals or or-anizations to provide professional maintenance, cow ervation, and consultation services to assist in maintaining the value. integrity, and authenticit\' of the Fort Worth Public Art Collection: WHEREAS. the Conservator vas selected to provide non-exclusive professional maintenance. conservation and consultation services: WHEREAS. Conservator is an established full-service conservation firm specializing in historic and contemporar) public art maintenance and conservation: WHEREAS. Citv and Conservator desire with to set out the terms and conditions under Much said Fork shall be provided: NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: ARTICLE I SERVICES 1.1. Scope of Services a. Conservator shall fullN provide, or cause to be provided. vpith good faith and due diligence, general maintenance. conservation. and consultation services for the Collection in accordance OFFICIAL RECORC �,-�Iocnwlll CITY SECRETARY F.�r�uuon Cnp 10 1-, N FT. WORTH,TX with the terms of this Agreement ("Services"). The Services shall he based on the annual Fort Worth Public Art work plan, as approved annually by the Fort worth Cite Council as part of the City's agreement with the Contract Manager for administration of the public art program, and on an as-needed basis at the direction of the Contract Mana,_er. All Services shall be carried out in accordance vKith fully eseeuted addenda that set forth the specific Services to be provided. prescribed timelines, and any additional terms and conditions set torth in such addenda related to the Services. b. Conservator shall furnish a schedule to the Contract Manager prior to the esecution of addenda. Conservator shall proceed with work in accordance with such Schedule. Schedule changes may, be accomplished by \Nritten agreement between Conservator and City. C. Conservator shall provide all supplies, materials, and equipment necessary to provide deliverables required unless otherwise negotiated in advance. Conservator shall be responsible t)r obtaining and pay in,, for all necessary permits and anv required traffic barriers appropriate for the esecution of Services. d. Esistin- conditions hidden or concealed and not available for reasonable �isual observation discovered during, the performance of the Services will be reported promptly to the Contract h'lanager prior to commeneim, any Further Seri ices. The Contract Manager, in its discretion, approve or disapprove of recommended changes in scope. e. Conservator, individually and thr011011 his subcontractors, shall take all necessary precautions to protect and preserve the Collection. It City determines. in its sole discretion. that Conservator or the Conservator's subcontractors have damaged the C Ileetion. then City shall inform Conservator, in writing, of the damage. Conservator, at his/her own expense, shall have thirty (30) days from receipt of City's k�ritten notice to repair th� damage to the Collection to the satisfaction of City. If Conservator Fails to repair the damagos to the satisfaction of Cite within thirty (30) cims after receipt of the notice, or vkithin the d4adline otherwise agreed to by the parties. then City shall have the right to deduct the cost of re airs from any remaining, or future payment due to Conservator under this Agreement. ��hich sha11 be in addition to am and all other rights and remedies available to City at ILM or in equity. f. Conservator shall, upon written request by the City, provide a written report detailing the esecution of the work, including pre-existing conditio s, repairs and treatments. and recommendations for future maintenance. Images of all st ges shall be submitted by digital transfer or disk in concurrence ��ith the deliver% of the ��ritten report. Conservator shall comply with any request made by City pursuant to this Article 1.3 within thirty (30) calendar days after receipt of the written request. Aereement for Prot essional Scl�lCe4%pith M,:k i_l 1_0112c I MC:Art.CIMSInahun Laho1,11m% Ina LWcUt HIn CopA 1�1.17 11 I l.'_. Cite Assistance. Upon request by Conservator. Cite shall promptly furnish all site and artwork information, including fabrication and installation details, finishes and coatings_ and artist recommendations as required by Conservator to the extent that such materials are available. Contract Manager shall notify Cite Departments and staff of pending v�ork prior to services and secure access for Conservator. ARTICLE _2 COMPENSATION 2.1. Compensation. a. In consideration of the Services to be performed hereunder by Conservator, Cite promises and agrees to pay Conservator an annual amount up to TWENTY FIVE THOUSAND DOLLARS (525,000.00) ("Compensation") in accordance «ith the terms of this Agreement. Pavnent hereunder shall constitute full compensation for any and all costs associated with this Agreement. including, but not limited to, all Services performed and materials furnished by Conservator Linder this Agreement. The parties ackno«'ledge that the Compensation Is not a fixed fee but shall be made on an invoice basis for Services rendered in accordance with this Agreement: therefore. the City is not obligated to disburse the full amount of Compensation under this Agreement unless such payment complies with the terms herein. City and Conservator ma% amend this Agreement to allow for additional payment if additional services are required. b. Services outlined in this Agreement are based on hourly rates in accordance with Conservator's staff rate schedule, attached hereto as Exhibit "A plus reasonable expenses. approved in advance by the City, and supported with receipt of documentation at invoicing, vpith total fee including but not limited to, all reimbursable expenses. C. City shall authorize all travel and associated expenses in advance of work. Conservator shall ensure that all tray el on hehalf of Cit\ is necessary and allowable under the terms of the agreeli ent. Applicable travel and per diem runes «ill be based upon the rates set b\ the U. S. General Services Administration (GSA) per Fiscal Year and location of services. d. Payment from City to Conservator shall be made on an invoice basis for Services rendered folio«in,, receipt b} City from Conservator of a signed invoice. The invoice shall be submitted to City no later than the 15`" day follov%ing the end of the month. If the City requires additional reasonable documentation, it shall request the swine promptly after receiving the above-described information. and the Conservator shall provide such additional reasonable documentation to the extent the same is available. \areement for holessimmI Service;mth\I,K,i% Lod,_,c Pine Arts Consenahon Lahmaton_Inc ;of Iv LCCCUUOII C„p� 10 17 11) . 2 2 Sales Taxes. The City is a tax-exempt oi-anization, and no state or local sales taxe or federal excise taxes shall be due or collected. The City shall provide the Conservator a "Texas Certi Cate of Exemption" in substarntially the same form as that attached and incorporated herein as Exhi it "B" for by Conservator in the fulfillment of this Agreement. 2.3, Conservator's Expenses. a. Conservator shall be responsible for the payments of all ex enses that are incurred during the performance of this Agreement, including. but not limited to. service,, materials. mailing/shipping charges and insurance on submissions to t e Cite, cost of all travel, and costs for the Conservator's agents, consultants, and/or employees n eessary for the proper performance of the Services required under this Agreement. b. In the event of a disputed or contested billing, only the portion being contested vgill be withheld from payment. and the undisputed portion vHill be paid. City v01 exercise reasonableness in contesting any hill or portion thereof. No interest will accrue on any contested portion of the billing, until the contest has been mutually resolved. C. For contested billings, the City shall make payment in full to Conservator within sixtc (60) days of the date the contested matter is resolved. d. Conservator shall make timely payments to all persons and entities supplying" labor, materials. or equipment for the performance of this Agreement. CONSERVATOR SHALL DEFEND AND INDEMNIFY THE CITY FROM ANY CLAIMS OR LIA ILITY ARISING OUT OF THE CONSERVATOR'S FAILURE TO MAKE THESE PAYt ENTS. e. Conservator shall furnish the Citri an affidavit, attached heretolas Exhibit"C", certifvim, that all bills relating, to the Services or supplies used in the performance of this Aureement have been paid. ARTICLE 3 TERM & TERNIINA HO N 3.1 Term. This A�zreement shall commence upon the Effective Date and hall expire on September 30. 2020 ("initial Term"). The City may, at its sole discretion. opt to r`_ ew and extend this A��reement for three additional one-year terms (UCtObe1' I throu�1h September 30 of the applicable years) (each a "Renewal Term"). Any' Renewal Term shall be duly executed i writing by the parties. i 3.2 Termination. Either party may terminate this Agreement at any time and for any reason by providing the other party with thirty (30) day; written notice of termination. In the event this Agreement is \uiecmentlurPnotusualwlBeare,%kfill Lollflet tile;ArtsCoiiCfvntlonL:d1oraNn Ins 4ofIt, L\ccuUon("'[)\ l u 17 19 terminated prior to expiration of the Initial Term or applicable Rene«al Term, City shall pay Conservator only for Services actually rendered as of the effective date of termination, and Conservator shall continue to provide the City vv ith Services requested by the Ciri and in accordance with this Agreement up to the effective date of termination. City shall have no further obli,,ations to the Conservator upon termination of the Agreement. ARTICLE 4 INDEPENDENT CONTRACTOR Conservator shall perform all u ork and services hereunder as an independent contractor, and not as an officer, agent. servant or employee of City. Conservator shall have exclusive control of. and the eXclusive riuht to control the details of the vvork performed hereunder, and all persons performing same, and shall he solely responsible for the acts and omissions of his/her officers, agents, employees, and subcontractors. Nothing herein shall he construed as creating a partnership or joint venture hetvveen City and Conservator, his/her officers, agents, employees and subcontractors, and doctrine of respondeat superior has no application as bemeen City and Conservator. ARTICLE SUBCONTRACTING Conservator may subcontract portions of the services to he provided hereunder at Conservator's expense. provided that said subcontracting shall not adversely affect the quality of the Work and shall be carried out under the personal supervision of Conservator. Any subcontract entered into under this Agreement shall be expressly subiect to the applicable terms of this Agreement, including,, but not limited to, all indemnification and release provisions. Conservator shall provide information regarding all subcontractors, including its fabricator, along with a copy of the subcontract betvveen Conservator and each subcontactor to the Contact Manager, ARTICLE 6 INSURANCE AND INDEMNITY 6.1. General. Conservator shall Carry insurance as set out in Exhibit "D.- which is attached hereto and incorporated herein for all purposes. Evidence of required insurance shall he submitted to the Contract Manager prior to installation of the Work on City property. ffowever, if any part of the fabrication process vyill be conducted on City property, then Conservator shall submit evidence of required insurance to the Contract Manager prior to performance of that vvork. Evidence of subsequent renewals of said insurance is required until City has taken possession of the Work. Except as provided in Section 2.8 hereof, the risk of damage to or loss of the Work shall, during .A2 rec III eut fir Professional Ser%ices AArth%Icka% I o,l,2c lane Arts('unxnatt on I_al,ornton Inc of Ih I�ecutionC„p� Iu I� I�t fabrication and installation but prior to Final Acceptance. shall be solely that of Conservator. This risk shall transfer to City and shall no longer be the resppnsibilih of Conservator upon Final Acceptance. 6.2. Performance Bonds. Conservator shall not be required by City to post am performance bonds or similar undertakings. 6.3. General Indemnity. a. CONSERVATOR COVENANTS AND AGREES TO ANP DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS, DEMANDS, DA1vlAGES, LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY LOSS (INCLUDING, BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST PROFITS, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING:, BUT NOT LIMITED TO, DEATH) TO ANY AND ALL PERSONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR RESULTING FROM ANY ACTS, ERRORS, OR OMISSIONS OF CONSERVATOR AND/OR CONSERVATOR'S SUBCONSERVATOR AND CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT. b. Conservator agrees to and shall release ('itv from any and all liability for ilijurv, death, damage, or Ions to persons or property sustained or caused by Conservaor in connection A�ith or incidental to performance under this Agreement. C. Conservator shall require all of its subcontractors to include n their subcontracts a release and indemnity in fab01'of City in suhstantially the saute form as above. A_recincnt lbr 111olcssiomal Sen iceI�\uh.Aleh.n L OLl_e L uie:Art,Mullen ahon L.ibur:Uun Inc_ t,,ii Ih Locution Cnpv 11) F N ARTICLE 7 PROFESSIONAL STANDARDS AND WARRANTIES 7.1 Professional Standards and Warranties a. Conservator represents and warrants that it and its subcontractors, if anv, shall perform all Services in compliance «ith the American Institute for Conservation (AIC) Code of Ethics and Guidelines for Practice. Conservator represents and warrants that the execution of the Services will be performed in a workman-like manner, and anv work performed as part of the Services will be free from defects in materials and workmanship. b. Conservator acknowledges and a-rees that anv and all information (in whatever torm) relating to the husineSS of the City and acquired by the COiSerV3tor under or in connection with this A(Ireement, or otherv�ise, is and shall remain, to the extent permitted by law, confidential intormation of the City. Consultant agrees to maintain in confidence and to refrain, director or indirectly, from copy in,', using, transferring. disclosing, or exploiting in any manner any of such confidential information durin, the Initial Term and an\, Renewal Terms of this Agreement and following termination thereof, for any° reason. C. Conservator, for itself and anti person or entity acting on behalf of Conservator, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose anv such information to any third party w ithout the prior written approval of the ('itv. ARTICLE 8 MISCELLANEOUS 8.1 Assi.,mnent. Conservator shall riot assign or subcontract all or anv part of its rights. Priv ileges or duties under this Agreement without the prior written consent of City, and am attempted assignment of subcontract of same without such prior written approval shall be void and constitute a breach of this agreement. 8.2 Compliance. Conservator shall comply with all Federal. State and City statutes, ordinances and regulation; applicable to the performance of Conservator's services under this Agreement. 8.3 Entire Agreement. This writina embodies the entire agreement and understandinu between the Parties hereto_ and there are no other a-reements and understandin-s, oral or written. "ith reference to the subject matter hereof that are not mertTed herein and superseded herehv. \�lrre III III 6,r PI otess io I w I ScI%ice, McKay Lod,,e Dine Arts('on set\aru0n Lahm'Ito r_.-lnc 7 of II, Lwc Lit Ion Copv N 17 N 8.4 .Amendments. No alteration, change, modification or amendment of the ter is of this Agreement shall be valid or effective unless made in vvritin, and signed b% both parties hereto and approved h\ appropriate action of City. 8.5. Waiver. No waiver of performance by either part\ shall be constru�tf as or operate as a waiver of anv ons subsequent default of anv terms, covenants, and conditi this Agreement. The payment or acceptance of fees for anv period after a default shall not be deemed a waiver of anv right or acceptance of defective performance. 8.6. Governing Lavy and Venue. If anv action, whether real or asserted, at law or in equity, ari es on the basis of anv provision of this Agreement, venue for such action shall lie in state courts ocated in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be Col1St-Llc'd in accordance vv ith the laws of the State of Texas. 8.7 Successors and Assigns. Neither party hereto shall assign, sublet or tansfer its interest herein without prior written consent of the other party, and any attempted assignment. sublease or transfer of all Or am part hereof vwithout such prior written consent shall be void- This Agreement shall be binding upon and shall inure to the benefit of City and Conservator and its respective SUCCeSSOB and permitted assigns. 8.8. No Third-Party Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of Cite and Conservator, and anv lawful successor or assion, and are not intended to create am rights, contractual or othervw ise, to any other person or entity. 8.9. Severability. If anv provision of this Agreement shall be held to be invalid, illegal or Unenforceahle, the validity, le,,alit,, and enforceability of the remainim, provisions shall not in anv vvay be affected or impaired. 8.10. Contract Construction. The Parties acknowledge that each part\, and, if it so choo, s s , its w counsel have reviewed and revised this Agreement and that the normal rule of const-uctio to the effect that anv ambit=uitie, are to be resolved against the drafting party must not be em loved in the interpretation of this Agreement or anv amendments or exhibits hereto. \ercctuent for Profc,sional Servrcv vkItil I,uie Art,Conscnahon Laboratory Itle. of In LXecuuonCom ICI I, IQ 8.1 1. Fiscal Funding Out. If. for any reason. at any time during the Initial Term and array Renewal Terms of this Agreement.. the Fort Worth City Council fails to appropriate funds sufficient for City to fulfill its obligations under this Agreement. City may terminate this Agreement to be effective on the later of(i) thirty (30) days following delivery by City to Conservator of written notice of CiWs intention to terminate or (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement. 8.12. Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 8.13. Conservator's Address. Conservator shall notify the Contract h1ana<rer of changes in address. 8.14. Survivi1l1_1 Covenants. The covenants and obligations set forth in this Agreement shall not survive the death or legal incapacity of Conservator. 8.15. Right to Audit. Conservator a"rees that City will have the riaht to audit the financial and business records of ConserAator that relate to the Services at any time during the Initial Term and any Renewal Terms of this Aareement and for three (3) years thereafter in order to determine compliance with this A('reement Throughout the Initial Term and any Rene��al Terms of this Agreement and for three (�) years thereafter. Conservator shall make all Records available to City on ?00 Texas Street. Fort Worth. Texas or at another location in CitA acceptable to both parties follovA ing reasonable advance notice by City and shall otherAAise cooperate fully with City during aM audit. Conservator shall require all of its subcontractors to include in their subcontracts a right to audit in favor of City in substantialk the same form as above. 8.16. Certified MBE'WBE. If applicable. Conservator is encouraoed to make its best effort to become a certified Nlinorit� Business Enterprise (MBE) or Woman Business Enterprise (WBE) firm ANith a certifying agencA v. hose certification is accepted by the Cit\, under the City's Business Mersity Enterprise Ordinance. 8.17. Counterparts and Electronic Signatures. This Agreement way be executed in several counterparts. each of which vgill be deemed an ori;inal. but all of which touether will constitute one and the same insth-tnnent. A signature Aerecment fm Prolesswnal Scn ices wth NLLX, L0,12C fine:Acts CUnSCCv[pion Lahomton_Inc of I Execution Copv 10 17 I1) received via facsimile or electronically via email shall be as Iq,,ally binding For all purposes as an original signature. 8.18. Time Extensions. The Parties may agree, in writing, to extend or nlodity any of the time deadlines set forth in this Agreement. 8.19. Israel. If Conservator is a company with ten ( 10) or more full-time employees and if this Agreement is for 5100,000 or more. Conservator acknowledges that in accordance with Chapter 2?70 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 vv ritten verification from the company that it: (I) does not hoycott Israel: and (2) will not boycott Israel during the Initial Term and any Renewal Terms of the A-reenlent. The terms bOyCOTt Israel' and " ompany shall have the meanings ascribed to those terms in Section 808.001 of the Texas Gov rnment Code. If applicable under this Aureement and Conservator is considered a "company." by signing this Agreement, Conservator certifies that Conservator's signattu•e provides *ritten verifieutio►t to the City that Conservator: (1) does not bo},eott Israel, and (2) will not boycott Israel during the Initial Term or any Renewal Terms of'the Agreement. ARTICLE 9 NOTICES All notices, requests, demands, and other communications vyhich are required or permitted to be riven Under this Aureement shall be In Al -itim, and shall be deemed to have been dUIN "ken upon the deliV CIA or receipt thereof, as the case nlay be. if delivered personally or sent hi registered or certified mail. return receipt requested, postage prepaid, as fbllovys: 1. CITY OF FORT WORTH: Dana Burghdoff, Interim Assi tart City Manager Cite Manager's Office City oFFort Worth 200 Texas Street. Third Floor Fort Worth, Texas 76102 Copies to: Sara Fullenvv ider. Cit} Attorn I} office of the CitN Attorne" Cit\ of Fort Worth 200 Texas Street. Fhird Floor Fort Worth. Texas 76102 \�reemenl fix Pm Ies,tonal tics ice,with;M,:K t, I fine Arts C,mser,ation t..th�,rtto r. Inc I,)ur Ir, L\ec Lit u,n Copy I I 1 17 1`t Martha Peters, Director of Public Art Arts Council of Fort Worth&Tarrant County 1300 Gendy Street Fort Worth, Texas 76107 2. CONSERVATOR Robert Lodge,President McKay Lodge Fine Arts Conservation Laboratory, Inc. 10915 Pyle Road Oberlin, OH 44074 IN WITNESS HEREOF,the Parties hereto have executed this Agreement to be effective as of the Effective Date. CITY OF FORT WORTH �777 by: - 9&4LkA Dana Burghd Robert Lodge Interim sista]�t City Manager President Date: 1 f) e,8' 1 I Date: 0G70 0/9 CONTRACT COMPLIANCE MANAGER By signing, I acknowledge that I am the person responsible fort monitoring and administration of this contract, including e ur g all performance and reporting requirements. PCuCnci1VFort blic Art Collection Manager Worth&Tarrant County S TO FORM y��Z Jessica Sang ang Sr. Assistant City Attorney ✓'' .............. ATTEa D BY. Gfi M J. ay .i City Secretary Contract Authorization: Form 1295: N/A M&C N/A L*F�,'QAL RECORD CITY SECRETARY" FT. WORTH,7X Agreement for Professional Services with McKay Lodge Fine Arts Conservation Laboratory,Inc. 11 of 16 Execution Copy 10/17/19 Martha Peters, Director of Public Art Arts Council of Fort Worth& Tarrant County 1300 Gendy Street Fort Worth,Texas 76107 2. CONSERVATOR Robert Lodge, President McKay Lodge Fine Arts Conservation Laboraory, Inc. 10915 Pyle Road Oberlin, OH 44074 IN WITNESS HEREOF,the Parties hereto have executed this A/OR ive as of the Effective Date. CITY OF FORT WORTH CONS by: Dana Burghdoff Rob t Lodge Interim Assistant City Manager Pr _.Ident Date: ate: CONTRACT COMPLIANCE MANAGER By signing, I acknowledge that 1 am the person r ponsible for the monitoring and administration of this co tract. including ensuring all performance and reporting requir ments. Jennifer Conn, Public Art Collection M nager Arts Council of Fort Worth& Tarran ounty APPROVED AS TO FORM AND LEGALITY: Jessica Sangsvang Sr. Assistant City Attor ey ATTESTED BY: Mary J. Kayser City Secreta Contract uthorization: Form 1295 N/A M&C N/A Agreement for Professional Services with McKay Lodge Fine Arts Conservation Laboratory,Inc I I of 16 ExecutionCop� 10/17/19 Exhibit A Conservator's Rate Sheet FEE SCHEDULE In effect January 1,2019—December 31,2019 HOURLY RATES (For all proposed administration,travel,necessary research,treatments) Conservators: $108.00 Assistants: $74.00 MATERIALS Materials are estimated and proposed at cost to the company(including shipping)and are offered without markup. TRAVEL-RELATED EXPENSES Travel-related expenses for hotels,meals,Incidentals and mileage are priced In accordance with GSA rates in effect and for the geographic area. The only exceptior is:use of our 1-ton cargo van is priced for 2019 at 50.88/mile. SUBCONTRACTS Work performed under subcontract to the company is marked up 10%for subcontract administration and 10%for profR. Agreement for Professional Services with McKay Lodge Fine Arts Conservation Laboratory,Inc 12 of 16 Execution Copy 10/17/19 f i1 r Exhibit B Sales Tax Exemption Texas Sales and Use Tax Exemption Certification This certificate does not require a number to be valid. Name of pu'dum.am"or sow" City of Fort Worth,Texas AddMW(Sbaera:numbs,P.O.Box or Route number} Phone(Aron Code andnumbeq 200 Texas Street S17-M4360 cv,staro.Zip code Fort Worth,Texas 76102 I,the purchaser named above,claim an exemption from payment of sales and use taxes(for the purchase of taxable Items described below or on the attached order or Invoice)from: Seger. AN Vendors Street address: C 1y,State,ZIP code: _ Description of items to be purchased or on the attached order or invoice: All items. Purchaser admowledges that this Certificate cannot be used for the purchase,lease or rental of a motor vehiam Purchaser claims this exemption for the following reason: MunicipelN]t,Govemmental Emily I understand thal 1 will be liable for payment of all staae and local sales or use taxes which may become due for failure to comply with the provisions of the Tax Code andlor all applicaMe law. lundersW)d&WitisscrL*Wc fwmtoghwanexomptlahserSlicatetofheseperfortaxablagemsUWIknow;atthe timeofpurd+ese, wldbeusedinsnmm rodwrthantlratexpressedinguscwWcate,enddepeniftonthoemowMoftmevader4fheolRensemayrange fiom a Class C misdemeanor to a felony of the second degree. PvnYarer Role Dale sign Finance Director/CFO SANS 1'Jjj 2d/(3 heref. NOTE: This cernHcate cannot be Issued for the tom,use,or rental of a motor vehicle. TN/S CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID. Sales and Use Tax'Exemptlon Numbers`or Tax FxempC Numbers do not exisL This certlllcaft should be furnished to the supplier. Do=swull the completed certificate to the Comptroller of Pubiic AxcourthL Agreement for Professional Services with McKay Lodge Fine Arts Conservation Laboratory,Inc 13 of 16 Execution CoPe 10/17/19 Exhibit C Affidavit of Bills Paid) AFFIDAVIT OF BILLS PAID Date: Aftiant(Conservator): Purchaser(City of Fort Worth): Propert} (Arth,vork Site): Aftiant on oath swears that the follmA ing statement is true: Aftiant has paid each of Affiant's contractors, laborers. and materialmen in full for all labor and materials provided to Aftiant for the construction of any and all improvements oh the property. Aftiant is not indebted to an,, person, firm. or corporation by reason of anA such con trUCtlon. There are no claims pending for personal injury and/or property damages. Affiant(as listed in contract): SUBSCRIBED AND SWORN TO before me. the undersigned aLithOrily. on this the da% of ?0 Notary Public, State of Texas Print Name Commission Fxpires A21CC III Cnt tot Pmfcssuaril Set icc;Guth Mcku, L, e I'Inc:Arts C'onsen Lit Ion L:ti'mator. II1 4 of I, Ewcutton Cop. ht 17 N Exhibit D Insurance Requirements PUBLIC ART - INSURANCE REQUIREMENTS The Conservator shall meet all the following insurance requirements for this Project. If Conservator subcontracts fabrication, transportation, and or installation of the Work, then Conservator shall also require his/her subconhactor(s) to abide by all of the following insurance requirements. Commercial General Liability (CGL) $1,000,000 Each occurrence $21,000.000 Ak'aregate limit Coverage shall include, but not be limited to, the following: premises, operations, independent contractors, products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, and be as comprehensive as the Current Insurance Services Office (ISO) policy. The policy shall name City as an additional insured. Bailee's/Property (if applicable) The inland marine policy shall provide per occurrence eoveraLle at replacement cost value hased on the latest appraised value ofthe Artwork, which is entrusted to the Conservator and is considered to be in the Conservator's care, custody, and control and shall include property "in transit." Automobile Liability $1.000,000 Each accident or $250.000 Bodilw Injury per person $�00.000 Bodily lnjury per occurrence $100,000 Property Damage A commercial business policy shall provide eoveraLle on "Any Auto." defined as autos owned, hired and non-ovv tied. For the Conservator and/or the Conservator's Subcontractors who hay e employees: Workers' Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $1 WOW Disease - per each employee $�00,000 Bodily Injury/Disease - policy limit workers' Compensation coverage shall provide limits consistent with statutory benefits outlined in the Texas \workers' Compensation Act(Art. 8308— 1.01 et seq. Tex. Rev. Civ. Stat.). Aereement fol hotesion,ll sen iccs Guth NLKa" Lodge l,uie.Arts conser�ahon L"al,oiatoiN Inc I;of Io t.vrc Lit u"n Cnp\ I 17 1Q GENERAL POLICY REQUIREMENTS The certificate of insurance shall include an endorsement naming the City of Fort Worth, its' Officers, Employees and Volunteers as an "Additional Insured" on all liabilit,' policies. Exception... the additional insured requirement does not apply to Workers' Compensation or Automobile policies. Conservator is responsible for providing the City a thirty day (30) notice of cancellation or non-renewal of any insurance policy and ntay not change the terms and conditions of am policy that would limit the scope or co%crage, or otherw ise alter or disallo%% coverage as required herein. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. The insurers for all policies must be licensedapproved to do business in the State of Texas. The insurers tier all policies must be licensed/approved to do business in the State of Texas. 'I he insurers for all policies must be licensed/approved to do bUSilleSS in the State of Texas. All insurers must ha%e a minimum rating of A- VIl in the current A. M. Best I'+ 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. If insurance policies are not written for specified coverage limit, an Umbrella or Excess LiabilitA insurance for any differences is required. Excess Liability shall follovjd form of the primary eoyerage. Unless otherwise stated, all required insurance shall be written on an '�occurrence basis." The deductible or self insured retention (SIR) affecting required incur lice coverafe shall be acceptable to and approved in writing bA the Risk Manager of City of Fort ` orth in regards to asset value and stockholders' equity. In lieu of traditional insurance. alternative coverage maintained through insurance pools or risk retention groups. nutst also approA ed by C itA's Risk Manager. City. at its sole discretion. reserves the right to review the insurance r quirements and to make reasonable adjustments to insurance covera"es and their limits when deemed n cessary and prudent by City based Upon Chang es in statutory law, court decision or the claims history of the industry as well as of the contracting party to City of Fort Worth. City shall be required to provide prior notice of ninety day s. CitA shall be entitled. upon request and without expense, to receive copies of policies and endorsements thereto and rn ay make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions. limitations, or exclusions except where poli , provisions are established by law or regulations hindin�, upon either of party or the waderwriter on any uch policies. yatccmQm ti,i Plotcssumat sen icc,%uth M Kai t,)&Ic t me.Arts("ItAwfv:ttton["thmator. In P,of In F.\"Uti„n C„pv I�) I' 1y