Loading...
HomeMy WebLinkAboutContract 50758 CI'T'Y SECRETARY CONTRACT NO. vLL; AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN 1018 THE CITY OF FORT WORTH AND F(JRT(10Rry DISPLAYS,LLC. ;rCREARY ,- j This Professional Services Agreement ("Agreement") is made and entered into on this 20"' day of May,2017("Effective Date"),by and between the City of Fort Worth,a home-rule municipal corporation of the State of Texas ("City"), acting by and through its duly authorized Assistant City Manager, and Displays, LLC. ("Contractor"), acting by and through Pamela Suggs, its Director of Operations. The City has designated the Arts Council of Fort Worth and Tarrant County Inc., ("Contract Manager")to manage this Agreement on its behalf. 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 to maintain artworks created through the program; WHEREAS, the Contract Manager conducted a request for qualifications seeking individuals or firms to provide professional services to assist in maintaining the value,integrity,and authenticity of public artwork included in the Fort Worth Public Art Collection("Collection"); WHEREAS, Contractor submitted a response and was selected to provide non-exclusive professional art services; WHEREAS, the Contractor is an established firm providing professional art related services, including art transportation, large installation/deinstallation, exhibition installation, minor cleaning and repairs, and installation consultation; and WHEREAS, the City and the Contractor desire to enter into a contract to have such services provided for the Collection. NOW,THEREFORE,in consideration of the mutual covenants herein expressed,the parties agree as follows: ARTICLE 1 DEFINITIONS As used in this Agreement,the following terms shall have the meanings as set forth below: 1.1. Agreement—Means and includes this agreement between the City and Displays, LLC. 1.2. Contract Manager — Means and includes the Arts Council of Fort Worth and Tarrant County, Inc., and/or its officers, directors, or employees. 1.3. City—Means and includes the City of Fort Worth, Texas. ®IFFICI$$AL RECORD Agreement for Professional Services with Displays Unlimited,Inc. Execution Copy 4/23/18 �1 I`of f�RIVAW 1.4. Effective Date—Means and includes the date represented in the first paragraph of this Agreement,which shall be the official date of execution of this Agreement. 1.5. Final Acceptance-Means City's written acknowledgement to Contractor that all services have been completed in accordance with the terms of this Agreement. 1.6. Parties—Means and includes City and Contractor. 1.7. Schedule - Means and includes a written plan of procedure for completion of services including, but not limited to,the submission of progress reports. 1.8. Services—Means and includes the work proposed and agreed upon through subsequent addendum and attached to the Agreement as exhibits. ARTICLE 2 SERVICES 2.1 Contractor shall fully provide, or cause to be provided, with good faith and due diligence, professional art handling services for the Collection in accordance with the terms of this Agreement ("Services"). The Services shall be 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 art program,and on an as-needed basis at the direction of the Contract Manager. All Services shall be carried out in accordance with fully executed addenda that set forth the specific Services to be provided and any additional terms and conditions set forth in such addenda related to the Services. 2.2 Contractor shall provide all supplies, materials, and equipment necessary to provide deliverables required unless otherwise agreed to by the parties, in writing, in advance of the Services. 2.3 Existing conditions hidden or concealed and not available for reasonable visual observation discovered during the performance of the Services will be reported promptly to the Contract Manager prior to commencing any further Services. 2.4 Upon request by the Contractor, the City may furnish all information, materials and assistance required by the Contractor to perform the Services to the extent that such materials and assistance are necessary and available. 2.5 Contractor, individually and through its subcontractors, shall take all necessary precautions to protect and preserve the Collection. If City determines, in its sole discretion, that Contractor or the Contractor's subcontractors have damaged the Collection,then City shall inform Contractor,in writing,of the damage.Contractor,at its own expense,shall have thirty(30)days from receipt of City's written notice to repair the damage to the Collection to the satisfaction of City.If Contractor fails to repair the damage to the satisfaction of City within thirty (30)days after receipt of the notice,or within the deadline otherwise agreed to by the parties, then City shall have the right to deduct the cost of repairs from any remaining or Agreement for Professional Services with Displays Unlimited,Inc. Execution Copy 4/23/18 2 of 14 future payment due to Contractor under this Agreement, which shall be in addition to any and all other rights and remedies available to City at law or in equity. ARTICLE 3 TERM&TERMINATION 3.1 Term. This Agreement shall commence upon the Effective Date and shall expire on the first day of the month next following one(1)year("Initial Term"). The City may, at its sole discretion, opt to renew and extend this Agreement for two additional one year terms ("Renewal Terms"). Any Renewal Terms shall be duly executed in writing by the parties. 3.2 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 terminated prior to expiration of the Initial Term or applicable Renewal Term, City shall pay Contractor only for Services actually rendered as of 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. City shall have no further obligations to the Contractor upon termination of the Agreement. ARTICLE 4 COMPENSATION 4.1 In consideration of the Services to be performed hereunder by Contractor,City promises and agrees to pay Contractor an amount up to THIRTY THOUSAND DOLLARS AND NO CENTS ($30,000.00) ("Compensation")in accordance with the terms of this Agreement. Payment 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 Contractor. The parties acknowledge 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. 4.2 Services outlined in this Agreement are based on hourly rates in accordance with Contractor'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 reimbursable expenses. 4.3 Additional services, supplies, rentals, or deliverables must be approved by the City in writing in advance of performance, and the Contractor will be compensated for any such additional services or reimbursables as agreed to by the parties. 4.4 Payment from City to Contractor shall be made on an invoice basis for Services rendered following receipt by City from Contractor of a signed invoice. The invoice shall be submitted to City no later than the 15th day following the end of each month.If the City requires additional reasonable documentation, it shall Agreement for Professional Services with Displays Unlimited,Inc. Execution Copy 4/23/18 3 of 14 request the same promptly after receiving the above-described information,and the Contractor shall provide such additional reasonable documentation to the extent the same is available. 4.5 The City is a tax-exempt organization and no state or local sales taxes or federal excise taxes shall be due. The City shall supply the Contractor with the "Texas Sales Tax and Local Sales Tax Exemption Certificate," in substantially the same form as that attached hereto and incorporated herein as Exhibit "A" for use by the Contractor in the fulfillment of this Agreement. 4.6 The Contractor shall be responsible for the payments of all expenses that are incurred during the performance of this Agreement, including,but not limited to,services,materials,mailing/shipping charges and insurance on submissions to the City, cost of all travel, and costs for the Contractor's agents, consultants, and/or employees necessary for the proper performance of the Services required under this Agreement. 4.6 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 contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. 4.7 For contested billings, the City shall make payment in full to Contractor within sixty (60) days of the date the contested matter is resolved. 4.8 Contractor shall make timely payments to all persons and entities supplying labor, materials, or equipment for the performance of this Agreement. CONTRACTOR SHALL DEFEND AND INDEMNIFY THE CITY AND CONTRACT MANAGER FROM ANY CLAIMS OR LIABILITY ARISING OUT OF THE CONTRACTOR'S FAILURE TO MAKE THESE PAYMENTS. 4.9 Contractor 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 5 INDEPENDENT CONTRACTOR 5.1 Contractor shall operate hereunder as an independent contractor and not as an officer, agent, servant,or employee of City. Contractor shall have exclusive control of and the exclusive right to control the details of the Services performed 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 respondeat superior shall not apply as between the City and Contractor, 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 Contractor. It is expressly understood and agreed that no officer,agent,employee,or subcontractor s of Contractor is in the paid service of City. Agreement for Professional Services with Displays Unlimited,Inc. Execution Copy 4/23/18 4 of 14 ARTICLE 6 INDEMNIFICATION 6.1 CONTRACTOR COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS REPRESENTATIVES, OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES 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,DAMAGES, LIABILITIES,AND/OR SUITS OF ANY HIND 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 IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN; AND CONTRACTOR HEREBY ASSUMES ALL LIABILITYAND 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 INJURY,INCLUDING, BUT NOT LIMITED TO, 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, ATTEMPTED PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN. CONTRACTOR LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF CONTRACTOR AND ANY PERSON OR ENTITY ACTING ON BEHALF OF CONTRACTOR. 6.2 IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM,CONTRACTOR,ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT CONTRACTOR'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. Agreement for Professional Services with Displays Unlimited,Inc. Execution Copy 4/23/18 5 of 14 6.3 CONTRACTOR 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 CONTRACTOR AND ANY PERSON OR ENTITY ACTING ON CONTRACTOR'S BEHALF IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT. 6.4 CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCLUDING,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 OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR AND ANY PERSON OR ENTITY ACTING ON BEHALF OF CONTRACTOR. 6.5 Contractor 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. ARTICLE 7 INSURANCE 7.1 During the term of this Agreement,the Contractor 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 Contractor's performance of its obligations under this Agreement. 7.2 Contractor shall promptly provide the City with certificates of insurance that verify Contractor's compliance with the insurance requirements of this Agreement before commencing any Services. The City's Risk Manager shall have the right to review and evaluate the Contractor's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. The Contractor shall comply with such requests or revisions as a condition precedent to the effectiveness of this Agreement. ARTICLE 8 PROFESSIONAL STANDARDS AND WARRANTIES 8.1 The Contractor represents and warrants that it and its subcontractors,if any,shall faithfully perform under this Agreement in accordance with the standards of care, skill, training, diligence and judgment provided by highly competent professionals who perform Services of a similar nature. The Contractor 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 of defects in materials and workmanship. 8.2 The Contractor acknowledges and agrees that any and all information(in whatever form)relating to the business of the City and acquired by the Contractor under or in connection with this Agreement, or otherwise, is and shall remain, to the extent permitted by law, confidential information of the City. The Contractor agrees to maintain in confidence and to refrain, directly or indirectly, from copying, using, Agreement for Professional Services with Displays Unlimited,Inc. Execution Copy 4/23/18 6 of 14 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. 8.3 The Contractor,for itself and its officers,agents and employees,further 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 9 MISCELLANEOUS 9.1. Compliance. Contractor shall comply with all Federal, State and City statutes, ordinances and regulations applicable to the performance of Contractor services under this Agreement. 9.2. Entire Agreement. This writing embodies the entire agreement and understanding between the Parties hereto,and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. 9.3. Amendments. No alteration,change,modification or amendment of the terms of this Agreement shall be valid or effective unless made in writing and signed by both parties hereto and approved by appropriate action of City. 9.4. Waiver. No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent default of any terms, covenants,and conditions of this Agreement. The payment or acceptance of fees for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. 9.5. Governing Law and Venue. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of 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. This Agreement shall be construed in accordance with the laws of the State of Texas. 9.6. Successors and Assigns. Neither party hereto shall assign, sublet or transfer its interest herein without prior written consent of the other party,and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of City and Contractor and its respective successors and permitted assigns. 9.7. No Third-Party Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of City and Contractor,and any lawful successor or assign, and are not intended to create any rights,contractual or otherwise,to any other person or entity. Agreement for Professional Services with Displays Unlimited,Inc. Execution Copy 4/23/18 7 of 14 9.8. Severability. If any provision of this Agreement shall be 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. 9.9. Contract Construction. The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. 9.10. Fiscal Funding Out. If, for any reason, at any time during any term 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 Contractor of written notice of City's 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. 9.11. Cation. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 9.12. Contractor's Address. Contractor shall notify the Contract Manager of changes in address. 9.13. Rijht to Audit. Contractor agrees that City will have the right to audit the financial and business records of Contractor that relate to the Conceptual Design(collectively "Records") at any time during the Term of this Agreement and for three(3)years thereafter in order to determine compliance with this Agreement. Throughout the Term of this Agreement and for three (3)years thereafter, Contractor shall make all Records available to City on 200 Texas Street, Fort Worth, Texas or at another location in City acceptable to both parties following reasonable advance notice by City and shall otherwise cooperate fully with City during any audit. Contractor shall require all of its subcontractors to include in their subcontracts a right to audit in favor of City in substantially the same form as above. 9.14. Certified MBE/WBE.If applicable, Contractor is encouraged to make its best effort to become a certified Minority Business Enterprise(MBE)or Woman Business Enterprise(WBE)firm with a certifying agency whose certification is accepted by the City under the City's Business Diversity Enterprise Ordinance. Agreement for Professional Services with Displays Unlimited,Inc. Execution Copy 4/23/18 8 of 14 9.15. Survival Provision. The provisions contained in Articles 5(Independent Contractor),6(Indemnity Provisions), 8(Professional Standards and Warranties), and 9.13 (Right to Audit) shall survive the termination or expiration of this Agreement. 9.17. Counterparts and Electronic Signatures. This Agreement may be executed in several counterparts,each of which will be deemed an original,but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 9.18. Time Extensions. The Parties may agree,in writing,to extend or modify any of the time deadlines set forth in this Agreement. 9.19. Israel. Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written verification to the City that Contractor:(1)does not boycott Israel,and(2) will not boycott Israel during the term of the Agreement. ARTICLE 10 NOTICES All notices, requests, demands, and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested,postage prepaid,as follows: 1. CITY OF FORT WORTH: Assistant City Manager City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 (817) 392-8518 Copies to: Martha Peters,Public Art Director Arts Council of Fort Worth&Tarrant County 1300 Gendy Street Fort Worth,Texas 76107 (817)298-3023 Agreement for Professional Services with Displays Unlimited,Inc. Execution Copy 4/23/18 9 of 14 and to: City Attorney City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 (817) 392-7600 2. CONTRACTOR: Pamela Suggs,Operation Manager Display,LLC. 626 106th Street Arlington, Texas 76011 (817) 385-4433 IN WITNESS WHEREOF, 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 WORTH DIS S,LLC. by: �`�"'_� by. Jesus J. Chapa amela Suggs Assistant City Manager Director of O erations Date: 5— // Date: CONTRACT COMPLIANCE MANAGER By signing,I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting ents. Jenn' er Conn,Arts Council of Fort Worth Pub Ic Art Collection Manager PP VED AS TO FO AND GALITY: Assist i Atto y Form 1295:N/A O� F®fir A ETD�11BY: a Kayser * p!llDli��WORDCity Secretary �i� on M&C:N/AAS W01""lt Agreement for Professional Services with Displays Unlimited,Inc. Execution Copy 4/23/18 10 of 14 Exhibit A Tax Exempt TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION Name of purchaw,firm or aga cy City of Fort Worth,Texas Address(S~6 number,P.O.aox or Route number) Phan(Area code and number) .... 208 Texas Street 817-392-8360 city,sore.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: Seller: AN Ws ndors Street address: _. city,State.IJP code: �. Description of hems to be purchased or an the attached order or invoice: AN Items except motor vehicles as listed below Purchaser claims this exemption for the following reason: Municipality,Governmental Entity I understand that I MR be Nable for paymhert of all state and local sales or use taxes which may become due for falNxe to comply with the provisions of the Tax Code and/or all applicable law. I understand that Itis a criminal offense togfhre an exemption cer0cale to the sellerlbrfaxable Name that I know,at the time otprschase, wfgbe usedin a marnerollfw9 an thatexpfessedin daiscertilkate,anddepen(MVon Bre amount offax evaded the ofibnse may fango from a Gass C misdemeanor to a/ejony of the second degree. Purchaser 77- DSEe here I Financa Dinsdox/CFO January 32017 NOTE: This certificate cannot be issued for the purchase,lease,or rental ora moor vehicle. THIS CER77FICA TE DOES NOT REQUIRE A NUMBER TO BE VALID. Sales and Use Tax'Exemption Numbers'or Tax Exempt*Numbers do not exist. This certificate should be furnished to the supplier.Do not send the completed certificate to the Comptroller of Public Accounts. Agreement for Professional Services with Displays Unlimited,Inc. Execution Copy 4/23/18 11 of 14 Exhibit B Affidavit of Bills Paid AFFIDAVIT OF BILLS PAID Date: Affiant(Contractor): Purchaser(City of Fort Worth): Property(Artwork Site): Affiant on oath swears that the following statement is true: Affiant has paid each of Affiant's contractors,laborers,and materialmen in full for all labor and materials provided to Affiant for the construction of any and all improvements on the property. Affiant is not indebted to any person,firm,or corporation by reason of any such construction. There are no claims pending for personal injury and/or property damages. Affiant(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 Agreement for Professional Services with Displays Unlimited,Inc. Execution Copy 4/23/18 12 of 14 Exhibit C Insurance Requirements PUBLIC ART-INSURANCE REQUIREMENTS The Contractor shall meet all the following insurance requirements for the assessment, naming the City as an additional insured on each policy of insurance, except Workers Compensation. If the Contractor subcontracts any part of the work, then the Contractor shall also require his/her subcontractor(s) to abide by all of the following insurance requirements. The Contractor shall require the subcontractor(s) to name the Contractor and the City as additional insureds. Commercial General Liability(CGL) $1,000,000 Each occurrence $2,000,000 Aggregate 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. Automobile Liability $1,000,000 Each accident or $250,000 Bodily Injury per person $500,000 Bodily Injury per occurrence $I00,000 Property Damage A commercial business policy shall provide coverage on "Any Auto," defined as autos owned, hired and non-owned. For the Contractor and/or the Contractor's Subcontractors who have employees: Workers'Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 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.). 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 liability policies. Exception: the additional insured requirement does not apply to Workers' Compensation or Automobile policies. Agreement for Professional Services with Displays Unlimited,Inc. Execution Copy 4/23/18 13 of 14 Contractor is responsible for providing the City a thirty day (30) notice of cancellation or non- renewal of any insurance policy and may not change the terms and conditions of any policy that would limit the scope or coverage, or otherwise alter or disallow 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 licensed/approved to do business in the State of Texas. If the subcontractor is an international entity and carries insurance through an international insurance company,then the subcontractor must obtain language on their certificate of insurance confirming that its insurance policy extends coverage to operations in the United States. 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." The deductible or self-insured retention (SIR) affecting required insurance coverage shall be acceptable to and approved in writing 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 endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms,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 Professional Services with Displays Unlimited,Inc. Execution Copy 4/23/18 14 of 14