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HomeMy WebLinkAboutContract 45063 (2)CITY SECRETARY A CONTRACT � -..rr..r.. it 1 • �- 1. ua. �41J/si`li AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF FORT WORTH AND DISPLAYS UNLIMITED, INC. This Professional Services Agreement ("Agreement") is made and entered into on th• bisk is -- of 1/4)&51-Let, , 2013 ("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 Unlimited, Inc. ("Contractor"), acting by and through Pamela McGann, its General Manager. The City has designated the Arts Council of Fort Worth and Tarrant County Inc., (the "Contract Manager") to manage this Agreement on its behalf. The Contract Manager shall act through its designated Public Art Collection Manager ("Collection Manager"). WHEREAS, the Contract Manager conducted a request for qualification seeking individuals or organizations 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 SERVICES 1.1 Contractor shall fully provide, or cause to be 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 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. 1.2 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. Agreement for Professional Services with Displays Unlimited, Inc. RECEIVED OCT 31 5 nFFACIAL RECORD utnr SECRETARY FT. WORTN, TX 1 of 13 1.3 Existing conditions hidden or concealed and not available for reasonable visual observation discovered during the performance of the Services will be reported promptly to the Contract Manager prior to commencing any further Services. 1.4 Upon request by the Contractor the City may furnish all information, materials and assistance required by the Contractor to perform the Services to the extent that such materials and assistance are necessary and available. 1.5 Contractor, individually and through its 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 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 2 TERM & TERMINATION 2.1 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 three additional one year terms ("Renewal Terms"). Any Renewal Terms 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 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 3 COMPENSATION 3.1 In consideration of the Services to be performed hereunder by Contractor, City promises and agrees to pay Contractor an amount up to TWENTY-FIVE THOUSAND DOLLARS ($25,000.00) ("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 Agreement for Professional Services with Displays Unlimited, Inc. 2 of 13 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 aie 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. 3.3 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. 3.4 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 request the same promptly after receiving the above -described information, and the Contractor shall provide such additional reasonable documentation to the extent the same is available. 3.5 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. 3.6 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. 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 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 Contractor within sixty (60) days of the date the contested matter is resolved. 3.8 Contractor shall make timely payments to all persons and entities supplying labor, materials, or equipment for the performance of this Agreement. CONTRACTOR SHALL DEFEND AND INDEMNIFY THE CITY AND CONTRACT MANAGER FROM ANY CLAIMS OR LIABILITY ARISING OUT OF THE CONTRACTOR'S FAILURE TO MAKE THESE PAYMENTS. 3.9 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. Agreement for Professional Services with Displays Unlimited, Inc. 3 of 13 ARTICLE 4 INDEPENDENT CONTRACTOR 4.1 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. ARTICLE 5 INDEMNIFICATION 5.1 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 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 WIIICH 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 Agreement for Professional Services with Displays Unlimited, Inc. 4 of 13 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. 5.2 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. 5.3 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. 5.4 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. 5.5 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. 5.6 This Section 5 shall survive the expiration or termination of this Agreement. ARTICLE 6 INSURANCE 6.1 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. 6.2 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 Agreement for Professional Services with Displays Unlimited, Inc. 5 of 13 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 7 PROFESSIONAL STANDARDS AND WARRANTIES 7.1 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. 7.2 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 the City. The Contractor agrees to maintain in confidence and to refrain, directly or 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 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 8 MISCELLANEOUS 8.1 Assignment. The Contractor shall not assign or subcontract all or any part of its rights privileges or duties under this Agreement without the prior written consent of the Contract Manager 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 Compliance with Law. The Contractor, its officers, agents, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of the City. It is agreed and understood that, if the City calls to the attention of the Contractor any such violation on the part of the Contractor or any of its officers, agents, employees or subcontractors, then the Contractor shall immediately desist from and correct such violation 8.3 Non -Discrimination The Contractor, 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 the Contractor permit its officers, agents, employees, or subcontractors to engage in such Agreement for Professional Services with Displays Unlimited, Inc. 6 of 13 discrimination This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth ("Disci imination in Employment Practices ), and the Contractor hereby covenants and agrees that the Contractor, 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 the Contractor, its agents, employees or subcontractors. 8.4. Right to Audit. The Contractor 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 Contractor involving transactions relating to this Agreement. The Contractor agrees that the City shall have access during noinial working hours to all necessary the Contractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section The City shall give the Contractor reasonable advance notice of intended audits. The Contractor further agrees to include in all of its subcontractors 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 the 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 The City shall give subcontractors reasonable advance notice of intended audits. This Section shall survive the expiration or termination of this Agreement. 8.5 Fiscal Funding. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, the City will notify the Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 8.6 Entire Agreement. This written instrument constitutes the entire agreement by the 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 terms hereof shall be void. 8.7 Venue, Jurisdiction, and Governing Law. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, or 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. 8.8 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 Agreement for Professional Services with Displays Unlimited, Inc. 7 of 13 given upon the 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 1000 Throckmorton 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 and to: City Attorney City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 (817) 392-7600 2. CONTRACTOR: Pamela McGann, General Manager 626 106th Street 106th Street Arlington, Texas 76011 (817) 385-4433 8.9 Non -Waiver. The failure of the City or the Contractor to insist upon the performance of any term 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 the City's right to assert or rely upon any such term or right on any future occasion. 8.10 Disclosure of Conflicts. The Contractor hereby warrants to the City that the Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to the Contractor'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, the Contractor hereby agrees immediately to make full disclosure to the City in writing. The City acknowledges that the Contractor may use products, materials or methodologies proprietary to the Contractor. The City agrees that the Contractor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials or methodologies unless the parties have executed a separate written agreement with respect thereto. Notwithstanding the foregoing, the Contractor 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. Agreement for Professional Services with Displays Unlimited, Inc. e1 of 13 8.11 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 8.12 Force Maieure. The City and the Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of 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. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 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 by: Date: Fernando Costa Assistant City Manager holv/is APPROVED AS TO FORM AND LEGALITY: Assistant Attorney ATT . T D BY: Nita `Kayser/ City Secreta NO M&C REQUIRED ._�._a. _s e.._a..._. R���,TgR�I� Agreement for Professional Services with Displays Unlimited, Inc. DISPLAYS UNLIMITED, INC. by: ��t fl�lll/L amela McGann General Manager Date: %[//9V4-3 RECORD Crill SECRETARY FT. WORTH, TX 9of13 Exhibit A Tax Exempt TEXAS CERTIFICATE OF EXEMPTION I 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. Description of Items (or an attached order or Invoice) To Be Purchased: l claim this exemption for the following reason: Name of Exempt Organization: CITY OF FORT WORTH, TEXAS TEXAS SALES AND USE TAX PERMIT NUMBER 1-75-6000528-6 Project for which materials and supplies are purchased: I understand that I will be liable for payment of sales tax, which may become due for failure to comply with the provisions of the state, city, and/or metropolitan transit authority sales and use tax laws and comptroller rules regarding exempt purchases. Liability for the tax will be determined by the price paid for the taxable items purchased or the fair market rental value for the period of time used. I understand that it is a misdemeanor to give an exemption certificate to the seller for taxable items which I know, at the time of the purchase, will be used in a manner other than that expensed in this certificate and, upon conviction, may be fined up to $500 per offense. Tax Exempt Status Due to Being a Governmental Entity Purchaser: CITY OF FORT WORTH, TEXAS Street Address: 1000 THROCKMORTON STREET City, State, Zip Code: FOR_WORTH, TEXAS 76102 Sign Here: t,J/ u, e Date: June 11, 2009 Phone: 817-392-8517 rinanciir Mhortgeoein_QSertid& Director 3 This certificate does riot 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. 10 of 13 Exhibit B Affidavit of Bills Paid AFFIDAVIT OF BILLS PAID Date: Affiant (Artist): 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 rnaterialmen 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, frinu, 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 L I of l3 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 mjury, 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 $100,000 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 Thirty (30) days notice of cancellation or non -renewal. Example: 'This insurance shall not be cancelled or non -renewed, until after thirty (30) days prior written notice has been given to City of Fort Worth, except for ten (10) days notice for non-payment of premium." Waiver of rights of recovery (subrogation) in favor of City of Fort Worth. Agreement for Professional Services with Displays Unlimited, Inc. 12 of 13 The insurers for all policies 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 coverage 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 insurance shall state that the coverage is claims made and the retroactive date. The insurance coverage shall be maintained 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 submitted 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 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 o1 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 teiurs, 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. 13 of 13