Loading...
HomeMy WebLinkAboutContract 44695 �4 Y SECRETARY, CONTRAM NO,,. „ ,qtltC q)r AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF FORI” WORTH AND ROSA OWINGER AND ASSOCIATES, Inc. THIS AGREEMENT Agree m nt" is made and entered into on is q+twday �,Q � 2013 ("Effective Date"') by and between The City of Fort Worth, a houne rule municipal l c r oration of the State of Texas ("City"), acting by and through Ferriando Cost, its duly authorized Assistant City Manager, and Cosa Lovvin,ger and Associates, Inc. (the "Conservator"), . California for profit corporation, acting by and through Rosa Lo winger, its duly authorized Officer. The City has designated the arts Council of Fort Worth & Tarrant County', Inc, (the e "Contract Manager" to manage this Agreement on its behalf The Contract Manager shall act throughl through its designated. Public Art Collection Manager("Collection Manager"). WHE AS, the Contract; Manager conducted a request for qualification ution seeking individuals or organizations, to provide professional conservation and consultation services, to assist in maintaining the integrity, and authenticity of public artwork included in the Fort Worth Public Art collection "Collection" WHET: E S, Conservator submitted mitted a response and was selected to provide non-exclusive professional, conservation and consultation services, and WHEREAS, Conservator is a. recognized leader in the field) of public art maintenance and conservation; and WHEREAS, City and Conservator desire to enter into a contract to have such services prolvided. that benefit City. NOW, THEREFORE in consideration of the mutual covenants herein expressed, the parties agree as follows ARTICLE 1. SERVICES 1.1 Conservator shall fully provide, or cause to he provided, with good faith and due diligence, general maintenance, conservation,, and consultation services for the Collection in accordance 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 City Council as part of the City's agreement with the Contract Manager for administration of the public tart prograiri, and on an as-needed basts at the direction of the Contract Manager. All Services shall he carried out in accordance with fully executed addenda that set forth the specific Services to he provided and any additional terms and conditions set forth in such addenda related to the Services. Arent for Professional set-vices with Cosa Lowinger end Associates,1.11 OFFICIAL RECORD 1 of 14 RECEIVED AUG - 9 2013 CITY SECRETARY FT,wORTH,TX ilk 1.2 Conservator shall provide all supplies,materi*als, and equipment necessary to provide deliverable�s required unless otherwise negotiated in advance. 1.3 Existing conditions hidden or concealed and not available fore 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 Conservator, individually and through his subcontractors, shall take all necessary precautions, to protect and preserve the Collection. If City determines, in its sole;discretion, that Conservator or the Conservator's subcontractors have darnaged the Colle ction, 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 written notice to repair the damage to the Collection to the satisfaction of City. If Conservator fails to repair the damages to the satisfaction of City within thirty (301) 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 ren-mining or ftiture payment due to Conservator under this Agreement, which shall be in addition to any ai-id all other rights and remedies available to City at law or in equity. 1.5 City shall have the, right to request written progress reports frorn the Conservator, detailing the progress made toward completion of the Services, and the Conservator shall provide such reports with five(5),business days of such request, unless otherwise agreed by the parties in writing. ARTICLE 2 J"ERM &TERMNATION 2.1 Tern-. This Agreement shall commence upon the Effective Date and shall expire on the first day of the month next following three(3) years ("Initial Term"). The City may, at its sole discretion, opt to renew and extend this Agreement for three additional one year terms ("'Renewal Terms"). Any renewal tern,is,shall be duly executed in writing by the parties. 2.2 Termination. Either party may terminate this Agreement at any time and for, any reason by providing the other party with thirty (30) days written notice of termination. In the event this Agreement is tenriinated prior to expiration of the Initial Terrn or applicable Renewal 1'erim, City shall pay Conservator only for Services actually rendered as of the effective date of termination, and Conservator 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. City shall have no further obligations to the Conservator upon termination of the .green-ient. Agreement for Professional Services with Rosa Low�nger and Associates,Inc. 2 of 14 ARTICLE 3 COMPENSATION 3.1 In consideration of the Services to be perfori-ned hereunder by Conservator, City promises and agrees to pay Conservator an amount up to SIXTY, 1'..11OUSAND DOLLARS j$6,0 ,4000.00) ("Compensation") in accordance with the terms, of this Agreement. Payment hereunder shall constitute full coniplensatiOD, for any and all costs associated with this Agreement, including, but not limited t+ , all Services performed and materials furnished by Conservator under this Agreement. 'The parties a,ckjiowledge 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., 3.2 Services, outlined in this Agreement are based on hourly rates in accordance with Conservator's staff rate schedule, plus, reasonable expenses, approved in advance by the City, and supported with receipt of documentation at invoicing, with total fee including, but not limited to, all reirnbursable expenses. 3.3 Payment from City to Conservator shall be ma,de on an invoice basis for Services rendered following receipt by City from Conservator of a signed invoice,. The invoice shall be submitted to City no later than the 15"' day following the end of the month. If the City requires, additional reasonable docunientation., it shall request the same promptly after receiving the above-described 6 and the Conservator shall provide such additional reasonable documentation to the information, extent the same is available. 3.4 The City is a tax-exenipt organization, and no state or local sales taxes or federal excise taxes shall be due or collected. The City shall provide the Conservator a "Texas Certificate of Exemption" in substantially the same form as that attached and incorporated herein as Exhibit "A" for by Conservator in the ftilfillment of this Agreement. 3.5 The Conservator 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 City, cost of all travel, and costs for the Conservator's, agents,, consultants,and/or employees necessary for the proper performance of the Services required tinder this Agreement. 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. City will exercise reasonableness in Agreement for Professional Services,with Rosa Lowinger and Associates,Inc. 3 of 14 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 full to Conservator within sixty (60) days of the date the contested matter is resolved. 3.8 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 AND CONTRACT MANAGER FROM ANY CLAIMS OR LIABILITY ARISING OUT OF THE CONSERVATOR'S FAILURE TO, MAKE THESE PAYMENTS. 3.9 Conservator shall furnish the City an affidavit, attached hereto as Exhibit "B'%` certifying that all bills relating to the Services or supplies used in the performance of this Agreement have been paid. ARTICLE 4 fNDEPENDENT CONTRACTOR 4.1 Conservator shall operate hereunder as an it contractor and not as an officer,, agent, It r servant, or employee of City. Conservator shall have exclusive control of I and the exclusive right to control the details of the Services perfornied hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, subcontractor s and program participants. The doctrine of res,poildeat superior shall not apply as between the City and Conservator, its officers, agents, servants,, employees, subcontractor s, or program participants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Conservator., It is expressly understood and agreed that no officer, agent, employee,or subcontractor,s of Conservator is in the plaid service of City. ARTICLE 5 INDEMNIFI CATION 5.1 CONSERVATOR COVENANTS AND AGREES TO, AND, DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFF ND, AT ITS OWN EXPENSE, CITY AN ITS REPRESENTATIVES, OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL C1,AIMS, LAWSUIT S, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITEDTO1 ATTORNEY'S FEES AND COSTS OF DEFENSE),, PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS OF' ANY KIND OR NATURE, INCLUDINGs BUT NOT LIMITED TO, THOSE FOR, PROPERTY LOSS (INCLUDING, Agreement for Professional Services with Rosa f-.,owinger and Associates,JD C. 4 of 14 BUT NOT LIMITED TO, WORKERS9 COMPENSATION ACT LIABILITY, LOST PROFITS, AND PROPERTY DAMAGE) AND/OR PERSONAL INJURY (INCLUDING, BUT NOT LIMITED T+ , DEATH) TO ANY AND ALL PERSONS.) OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, W'HETHER REAL OR ASSERTED:, ARISING OUT OF OR IN CONNECTION WITH "I"HE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPE Itri ORMANNE OF THIS AGREEMENT ANI OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN'- AND CONSERVATOR HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF' CITY AND ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS. AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL IN3URY, INCLUDIN(; BUT NOT LIMITED TOq DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, Xlrl'EMPTED PERFOR.MANCE OR NON- PERFORMANCE OF THIS AGIZEEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED, HERE IN. CONSERVATOR LIKEWISE COVENANTS AND AGREES TO AND DOES IIEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY 01F CITY,ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF CONSERVATOR AND ANY PERSON OR ENTITY ACTING ON BEHALF OF CONSERVATOR. 5.2 IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, CONSERVATOR, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT CONSERVATOR'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. 5.3 CONSERVATOR AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, REPRESENTATIVES,, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS;TO PERSONS OR PROPERTY SUSTAINED BY CONSERVAr'OR AND ANY PERSON OR ENTITY ACTING ON CONSERVATOR'S BEHALF IN CONNECTION WIF I`H OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMfl,'NT. Agreement for Professional Set-vices witb Rosa Lowinger and Associates,Inc. 5 of 14 .....................­`- 5.4 CONSERVATOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL 3 PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, fNCLUDING, BUT NOT LIMITED TO, 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 OMISSIONS�), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSERVATOR AND ANY PERSON' OR EN71"ITY ACTING ON BEHALF OF'CONSERVA'I"OR. 5.5 Conservator shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of the Contract Manager and the City in substantially the same form as above. 5.6 This Section 5 shall survive the expiration or termination of thi's Agreement. ARTICLE 6 INSURANCE 6.1 During the term of this Agreeni,ent, the Conservator shall procure and maintain, at all times, in full force and effect, a policy or policies of insurance that provides the specific coverage set forth in this Exhibit "C" as well as any and all other public risks related to the Conservator's per-forrnance of its obligations tinder this Agreement. 6.2 Conservator shall promptly provide the City with certificates of insurance that verify Conservator's compliance with the insurance requirements of this Agreement before cornmencing any Services. The City"s Risk Manager shall have 'the right to review and evaluate the Conservator"s insurance coverage, and to male reasonable requests or revisions pertaining to the types and limits, of that coverage. The Conservator shall comply with such requests or revisions as a condition precedent to the effectiveness of this Agreement. ARTICLE 7 PROFESSIONAL S1AT%4DARDS AND WARRANI"JES, 7.1 Conservator represents and warrants, that it and its subcontractors, if any, shall perform all Services in cornpliance with 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 any work performed as part of the Services will be free from defects in materials and work-manship. 7.2, Conservator acknowledges and agrees that any and all infon-nation in whatever form) relating to the busitiess of the City and acquired by the Conservator tinder or in connection with this Agreement, or otherwise, is and shall reinain, to the extent permitted by law, confidential information of the City, Consultant agrees to maintain in confidence and to refrain, director or Agreement for Professional,Set-vices with Rosa Lowinger and Associates,Inc. 6 of 14 indirectly, from copying, using, transferring, disclosing, or exploiting in any manner any of such confidential information during the term of this Agreement and following termination thereof, for any reason. 7-3 Conservator, for itself and any person or entity acting on behalf of Conservator,,, ffirther agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. ARTICLE 8 MISCELLANEOUS 8.1 Assj'&nment. Conservator shall not assign or subcontract all or any part of its rights, privileges or duties under this Agreernent without the prior written consent of City, and any attempted assignment of subcontract of same without such prior written approval shall be void and constitute a breach of this agreement. 8.2 Corn fiance wi I th Law. Conservator and any person or entity acting,on Conservator"s behalf shall P1* -- abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Conservator any such violation on the part of Conservator, then Conservator shall imt-nedia,tely desist from and correct such violation. 8.3 Non-Discrimination. Conservator, in the execution, performance or attempted performance of this contract and Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color, national origin or any other protected class, of individuals, nor will Conservator permit its officers, agents, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 1. , Article '111, Division 3, of the City Code of the City of Fort Worth ("Discri tin i nati+ n, in Employrnent Practices"), and Conservator hereby covenants and agrees that Conservator, its agents, employees and subcontractors have fully complied with all provisions of same and that no, employee or employee-applicant has been discriminated against by either Conservator,its agents,,employees or subcontractors. 8.4. Ri ht to Audit. Conservator agrees, that the City shall,, until the expiration of three (3) years after final payment under this Agreement, have access, to and the right to, examine any directly pertinent books,, documents,papers and records of the Conservator involving transactions relating to this Agreement. Conservator agrees that the City shall have access during normal working hours to all necessary Conservator facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. "'r he City Agreement for Professional Services with Rosa 1.-.owilger and Associates,Inc. 7 of 14 shall give Conservator reasonable advance notice of intended audits. Conservator further agrees to include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractors agree that the City shall, until the expiration of three (3) years after final, payment under the subcontract, have access, to and the right to examine any directly pertinent books, documents,, papers and records of such subcontractors involving transactions to the subcontract, and further that City shall have access during normal working hours to all subcontractors facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractors reasonable advance notice of intended audits. This Section shall survive the expiration or termination of this Agreement. 81.5 Fiscal FundjDg, In the event no funds, or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, City will notify Conservator 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 City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated, 8.6 Entire Aueement. This written instrument constitutes the entire agreement bythe parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement, which purports to vary from the t,en-ns hereof shall be void. 8.7 Venue and Jurisdiction and GoverijjRg Law. Should any action, whether real or asserted, at law or in equity,, arise out of the execution, perfortnance, attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. This Agreement shall be governed by the laws,of the State of Texas. 8.7 Notices,. Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other party shown below-. Agreement for Professional Serviccs with Rosa Iowinger and Associates,111 . 8 of 14 Fernando Costa,Assistant City Manager Rosa t,owinger,Conservator City of Fort Worth 5418 Packard Street 1000 Throck morton St. Los Angeles,CA 90019 Fort Worth,Texas 76 1 O2 (817) 392-8518 Copy to4- City of Fort Worth Oiffic,e of the City Attorney Attn., City Attorney 1000'1`hrockmorton Street Fort Worth,Texas 76 102 8.9 Non-Waiver. Tbefailure o�f'City or Conservator to insist upon the performance of any ten'n or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely upon any such tern-i or right on any future occasion. 8.10 Disclosure of Conflicts. Conservator hereby warrants to the City that Conservator has made full disclosure in writing of any existing or potential conflicts of interest related to Conservator's services and proposed services with respect to the Services. In the event that any conflicts: of interest arise after the Effective Date of this Agreement, Conservator hereby agrees immediately to make full disclosure to the City in writing. The City acknowledges that Conservator may use products, materials or methodologies proprietary to Conservator, The City agrees that Conservator's provision of services 'under this Agreement shall not be grounds for the City to have or obtain any fights in such proprietary products, materials or methodologies unless the parties have executed a, separate written agreement with respect thereto. Notwithstanding the foregoing, Conservator understands and agrees that the City is subject to various Public information laws and regulations, including, but not limited to, the Texas Open Records, Act. Conservator, for itself and its officers, agents and employees,, ftirther agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. 8.11 Severabilit If any provision of this Agreement is held to be invalid, illegal or unenforceable, be validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 8.12 Force M The City and Conservator 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, Agreement f*()r Professional Services with Rosa Lowinger and Associates,Inc. 9 of 14 A including, but not limited to, compliance with any government law, ordinances or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, by any governmental authority, transportation problems and/or any other similar causes. 8.13 Headings not Controlling ,, flea dings and titles used in this Agreement are for reference purposes only and shall not be deeined a part of this Agreement. IN WITNESS WHEREOF1 the parties hereto, have executed this Agreement in multiples in Fort Worth,, Tarrant County,,Texas,, to be effective as of the Effective Date. CITY OF FORT OR ROSA LOWfNGER AND ASSOCIATES, INC.,, a California for profit corporation By: by: ................... ........ Fernan Costa .............. do kosa Lowing Assistant City Manager Officer APPROVED AS TO FORM AND LEGALTY.- v...... COO Tyler Walla Assistant Attorney ATTEST: oi V NA o VP 000 own= iy 00000,010 Mary J. Kayser L Cy it Secretary L9 M&C# Date-. (y 'Tz ZO(3 OFFICIAL RECORD Agreement for Professional Slervices with Rosa Lowinger and Associates,Inc. CITY SECRETARY 10 of 14 [ f FT.WORTHI TX '111"I .11 Exhibit A Tax Exempt TEXAS CERTIFICATE OF EXEMPTION I claim an exemption from pa)lnent ofsajes and use t xer s(iv the purchase of taxable items described bellow Or on,the attachcd order or invoice, Description of Iterns(or an Zattacheo order or IJIVOICe)'TO Be PLITchased: I claim this exeniption 1 the fall owlIM!,rea"SOW, Nwne of Bempt f ganizatiow CITY OF FORT NA10111'",TEXAS TEXAS SALES AND USE TAX PERMITNUMBER 1-75-6000528-6 Project for which materials and supplies are purchasexi, I understand that I gill be liabl,e for paynient of sales tax,wbich may become due for failure to comply with the provisions of the state,city,andlor metropolitan transit authority sales and u-se tax laws and comptrol1er rult;Ls,regarding cxcnipt purchases, Liability t()r the tax will be determined by the price paid for the taxable items purchased or Ole fair market rental value for the period of time used, I understand that it is a misderneanor to give 8n exemption certificate to the seller for taxable iterris,which 1 know.at the time of the purchase,will be used in as inanner ether than that ex p-taised j n this certi ficate and,upon conviction,may be fincd,up to$500 per offense. 'Tax E.,xempt Status Me to Being a Governmental Entit I Purchaser: CITY OF FORT WORMTEXAS Street Address: 100041-IROCKMORTON STREE'll' City,State.Zip Code:FORT,VN'OR'rji,TEXAS 76102 Sign Here: Date: June H,20091 Phone- 817-392-8517 -0 7- n..wtln�v This cQrtificate does 6"01 require a nuinhcr to be valid. Sales and use tax"exemption nuniberrs"or-tax exempt"number,,,do not exist, 'nii-,certificateshould be ftirnished to the supplier Do not end the completed certificate to dw Comptroller ofPu1,,)hc Accounts, Agreement for Professional Scrvices with Rosa Lowinger and Associates,Inc. 1 I of 14 Exhibit B Affidavit of Bills Paid AFRDAVITOF BILLS PAID Date: Affilant artist): Purchaser(City of Fort Worth)-. .......... Property(Artwork Site)--.... Affiant on oath swears that the f llo vin g statement is true.- Affiant has paid each of Affiant's,contractors, laborers, and material men in full for all labor and materials provided to Affiant for the construction of any aiid all improvements,on the property. Affiant is not indebted to any person, firm,or corporation by reason of any such construction. There are no claims pending for personal injury and,/or property damages. Affiant, as listed in contract): SUBSCRIBED AND SWORN TO before me, the undersigned authority,on this the day of .......... 20 ............ Notary Public,, State of Texas, Print Name Commission Expires Agreeinent for Professional Services with Rosa Lowfinger and Associates,111c, 12 of 14 Exhibit C Insurance Requirements PUBLIC ART - INSURANCE REQUIREMENTS The Conservator shall meet all the following insurance requirements for the assessment,, naming the City as an additional insured on each policy of insurance, except Workers ('ompensation. If the Conservator subcontracts any part of the work,then the Conservator shall also require his/her subcotitractor(s) to abide by all of the following insurance requirements. The Conservator shall require the subcontractor(s) to name the Conservator and tile City as additional insureds. Commercial General Liability(CGL) $1,000,000 Each occurrence $210001000 Aggregate limit Coverage shall include, but not be limited to, the following: premises,, operations, independent contractors, products/completed operations, personal injury, arid contractual liability. Insurance shall be provided on an occurrence basis, and be as comprehensive as the current Insurance Services Office(ISO) I., policy.The policy shall name City as an additional insured. Automobile Liability $11000,000 Each accident or $250,00:0 Bodily Iqjury per person $5001010101 Bodily Injury per occurrence $10000 Property Damage A commercial business policy shall provide coverage on "Any Auto,,," defined as autos owned, hired and ton-owned. For the Conservator and or the Conservator's Subcontractors, who have eniployces.- Workers" Compensation Statutory limits Employer's fiabillity $1,0000 'Each accident/occurrence $1001000 Disease-per each employee $5009000 Bodily Injury/Disease-policy limit Workers" Cornpensation 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.). GENERA1-j,P01_,ICY REQUIREMENTS Thirty(30) days notice of cancellation or non-renewal. Example: "This insurance sha.11 not be cancelled or non reneged, until after thirty (30) days prior written notice has been given to City of Fort Worth, except for ten all days notice for non-payment of pre rn i LI M.'' Agreement for Professional services with I.osa Lowinger and Associates,Inc. 1 3 of'14 Waiver of rights of recovery(subrogation), in favor of City of Fort Worth. The insurers for all polliciles, must be licensed/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, if insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences, is required. Excess Liability shall follow form of the primary coverage. "Unless otherwise stated, all required insurance shall be written on an "occurrence basis." If covet-age is written on a claims-made basis,, the retroactive date shall be coincident with or prior to the date of the contractual agreement and the certificate of it shall state that the coverage is claims made and the retroactive date. The insurance coverage shall be ii-laintained for the duration of the contractual agreement and for five (5) years following completion of the service provided under the contractual agreement or for the warranty period, whichever is longer. An annual certificate of insurance subinlitted to City shall evidence such insurance coverage.) The deductible,or self-insured retention(SIR) affecting required insurance coverage shall be acceptable to and approved in wilting by the Risk Manager of City of Fort Worth in regards to asset value and stockholders' equity. In lieu of traditional insurance,, ,alternative coverage maintained through insurance pools or risk retention groups,must also approved by City's Risk Manager. City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverages and their limits when deemed necessary and prudent by City based upon changes 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 days. City shall be entitled, upon request and without expense, to, receive copies of policies and endorsernents, thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terns, conditions, limitations,, or exclusions except where policy provisions are established by law or regulations binding upon either of party or the underwriter on any such policies. Agreement for Profiessional Services with Rosa Lowinger and Associates,Inc. 14 of 14 M&C Review Pagel of "iffic'Ji cilite of the C.4y of Rxt Woilh,T'c�xas CITY COUNCIL AGENDA 'FORTWORTI-11 COUNCIL ACTION: Approved on 7/9/2013 I AW00 I DATE-. 7/91/2013 REFERENCE **C-126313 LOGI NAME: 201CONSERVATOR ROSA N 0.: LO INNER & ASSOCIATES CODE: C TYPE: CONSENT PUBLIC NO HEARING,-, SUBJECT: Authorize Execution of a Three-Year Non-Exclusive Professional Services Agreement Frith Rosa Lowinger & Associates, Inc., for Maintenance and Conservation Treatment of Various Artworks in the Fort Worth Public Art Collection in -the Amount Not to Exceed $60,0001.010 (ALL COUNCIL DISTRICTS) 00010M RECOMMENDATION: It is recommended that the City, Council authorize the execution of a, three-yelar neon-exclusive pirofeiss,ional services,Agreement with Rosa Lowi:nger &Associates, Inc., for maintenance and conservat,ion treatment of various artworks in the Fort Worth Public Art Collection in the amount not to exceed $60,000.00. DISCUSSION: This non-exclusive Professional Services Agreement(Agreemienit)will, enable the City to implement its Pu,b,lic Art Collection M em anagent/Conservation program in order to care for and maintain the City's Public Art collection as set forth in the Long,Range Public Art Plain for the Water Fund adopted by City Council on May 9, 20016 (M&C G-15185). The initial, term of the Agreement will be three years with the option to renew for three additional one-iyear terms for a total amount not to exceed $610,0:00.001, using funds from the annual Public Art Conservation Fund-operating Budget. The Fiscal Year 2013-2014 Fort Worth Public Art (FWPA)Annual Work Plan adopted by City Council on October 16, 20,12 (M&C C-251920) olutlines the Collection Management Plan for the first year of this Agreement. Subsequent annual Conservation Work Plans,, recommended by the Fort Worth, Art Commission and approved by the City, Council as part,of the Annual Work Plan, will, be issued to, the conservator and added as addenda to this Agreement. BACKGROUND.- The C,ity currently owns,68 art,wo,rks accessioned into the Fort Worth Public Art Collection. During the term of this Agreement, the collection is expected to increase to approximately 90 artworks sited in all Council Districts. The collection is comprised of works including sta,nd-aloinei sculiptuires, painted and the murals, architecturally integrated enhancements and artist-created historic monuments. On January 7, 2o1 13, Fort Worth Puibl,ic Art issued a Request for Qualifications (RFQ), for conservation services for the purposes of creating a pire-�qua,lified pool of qualified: conservators with various media specialties. The RFQ was sent to individuals and firms, posted on the FWPA and City of Fort Worth, websites, and posted on the National Public Art Network Listser,v. Services to be performed under this Agreement include (but are not limited to,)-. condition, assessments, general cleaning:, conservation treatment and repair, treatment documentation (written and photographic), maintenance planning and des,ign review and consultation. Respondents were asked to provide materials that demonstrate ability to accomplish the work (firm history, team credentials and related explerience), philosophical treatment approach, evidence of insurability and schedule of fees. Applicants were evaluated based on ability to perform with various medians and materials, including metals,, organic materials, stone, tile, glass and technological media. Seven cand:idiate submitted material for review. Each submission was reviewed by a panel consisting http://apps.cfwnet.org/councll_packet/me—review,.asp�'?ID:=I 8375&counc1ldate=:7/912013i 8/13/20131 ............ M&C Review Page 2 of 2 of the following individuals: 1. Arthur Weinman, Fort Worth, Art Commissioner 2. Jod,ie U'tter, Fine Art Conservator with the Amon Carter Museum 3. Jenny Conn, Public Art Collection Manager with the Arts Council of Fort Worth and Tarrant County. A scoring matrix considering 13 factors was created to rank professional qualifications, explerience, ability and specialization and to quantify rate structure. The panel selected four candidates, to provide various services to the City. Rosa Lowinger&Associates was selected as a qualified conservation firm to provide the, above-listed services, arti,cularly services that require pre fabrication consultation and ongoling maintenance expertise for multi-media and media-based artworks., Over the course of the term of this Agreement, artworks located in all Council, Districts throughout the City will benefit. FISCAL I,N,F'ORMATION/CE,R,TIFICATION:, The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated of the General Fund. TO Fund/Account/Centers FROM Fun,d/Account/Centers GG01 539120, 09�016100 $6012 00.00 Submitted for C*itv Mamner's Office by: Fernando; Costa (6,122) Orm "nati,ng Dep 01 !g,i a ment Head. Douglas W. Wiersig (7801) Additional Inf'ormati"lon Contact: Martha, Peters (298-3025) ATTACHMENTS Inventgy,Qetall -5 11.0 bttpl-,//appis-cfwnet.org/co,un,cil_packet/i-nc review.asp?ID=183 75&colunci Idate=7/9/20'1 3 8/13/2013