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Home My WebLink AboutContract 44546�cmr s�c�,�vL ��rr ��. ) � . � AGREEMENT FOR PROFESSIONAL SERVICES BET�JEEN THE CITY OF FORT WORTH AND MCKAY LODGE FINE ARTS CONSERVATION LABORATORY, INC. THIS AGREEMENT ("Agreement") is made and entered into on this ��day of �{� �`n�- , 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 Fernando Costa, its duly authorized Assistant City Manager, and McKay Lodge Fine Arts Conservation Labaratory, Inc., an Ohio Corporation, (the "Conservator") acting by and through Robert G. Lodge, its President. The City has designated the Arts Council of Fort Warth & Tarrant County, Inc, (the "Contract Manager") to manage this Agreernent 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 conservation and consultation services to assist in maintaining the value, integrity, and authenticity of public artwork included in the Fort Worth Public Art Collection ("Collection"); WHEREAS, Conservator submitted a response and was selected to provide non-exclusive professional conservation and consultation services; and WHEREAS, Conservatar is an established full service conservation firm recognized as a leader in historic and contemporary public art maintenance and conservation; and WHEREAS, City and Conservator desire to enter into a contract to have such services provided 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 be provided, with good faith and due diligence, general maintenance, conservation, and consultation services for the Collection in accardance 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 tenns and conditions set forth in a re ated to t �� '�� Agreement for Professional Services with McKay Lodge Fine Arts Consery tioT��a�bg�o �� {" V7 0 � dE+ ECEIVED _R�Ji�� 1� 1.2 Conservator shall provide all supplies, materials, and equipment necessary to provide deliverables required unless otherwise negotiated in advance. 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 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 damaged the Collection, then City shail inform Conservator, in writing, of the damage. Conservator, at his/her own expense, shall have thirty (30) days fi�om 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 (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 Conservator under this Agreement, which shall be in addition to any and all other rights and reinedies available to City at law or in equity. 1.5 City shall bave the right to request written progress reports froin the Conservator, detailing the pro�ess 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 TERM & TERMiNATION 2.1 Term. This Agreement shall commence upon the Effective Date and shall expire on the fiist day of the month next following three (3) years ("Initial Ter�n"). The City may, at its sole discretion, opt to renew and extend this Agreement for three additional one year terms ("Renewal Terms"). Any renewal tei-�ns shall be duly executed in writing by the parties. 2.2 Tennination. Either party may terminate this Agreement at any time and for any reason by providing the other party witl� thirty (30) days written notice of termination. In the event this Agreeinent is tei7ninated prior to expiration of the Initial Tei-�n or applicable Renewal Tenn, 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 Agreement. Agreement for Professional Services with McK1y Lodge Fine Arts Conseivltion Laboratory, lnc., 2 of 14 ARTICLE 3 COMPENSATION 3.1 In consideration of the Seivices to be performed hereunder by Conservator, City promises and agrees to pay Conseivator an ainount up to TWO HUNDRED THOUSAND DOLLARS ($200,000.00) ("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 lirnited to, all Services performed and materials furnished by Conservator under this Agreement. The parties acknowledge that the Compensation is not a fixed fee but shall be inade on an invoice basis for Services rendered in accordance with this Agreeinent; therefore, the City is not obligated to disburse the full amount of Coinpensation under this Agreeinent unless such payment complies with the terms herein. 3.2 Services outlined in this Agreement are based on hourly rates in accordance with Consecvatoi's staff rate schedule, plus reasonable expenses, approved in advance by the City, and supported with receipt of docmnentation at invoicing, with total fee including, but not limited to, all reimbursable expenses. 3.3 Payment from City to Conservatar shall be made 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 docuinentation, it shall request the same prolnptly after receiving the above-described infonnation, and the Conservator shall provide such additional reasonable documentation to the extent the same is available. 3.4 The City is a tax-exempt 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 fulfilhnent of this Agreeinent. 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 under this A��eement. 3.6 In the event of a disputed or contested billing, only the portion being contested will be withheld froin payinent, and the undisputed portion will be paid. City will exercise reasonableness in Agreement for Professional Services with McKay Lodge Fine Arts Conservation L1bo�7tory, 6ic., 3 of 14 contesting any bill or portion thereo£ No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. 3.7 For contested billings, the Ciry shall inake 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, inaterials, or equipment for the perfoi-�nance of this Agreement. CONSERVATOR SHALL DEFEND AND INDEMNII�'Y 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 Agreeinent have been paid. ARTICLE 4 INDEPENDENT CONTRACTOR 4.1 Conseivator shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Conseivator shall have exclusive control of and the exclusive right to control the details of the Services perfoi-�ned hereunder, and all persons perfonning saine, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, subcontractor s and prograin participants. The doctrine of respondeat superior shall not apply as between the City and Conservator, its officers, agents, servants, employees, subcontractor s, or progratn 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 paid service of City. ARTICLE 5 INDEMNIFICATION 5.1 CONSERVATOR 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, TEES (INCLUDINGS BUT NOT LIMITED TO, 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 Professionll Services with McKay Lodge Fine Aits Conservation Labo��to�y, Inc., 4 of 14 5.2 5.3 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 Or OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATION5, ACTIVITIES AND SERVICES DESCRIBED HEREIN; AND CONSERVATOR HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, REPI2ESENTATIVES, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS I'OR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDINC� BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OI�' WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NON- PERI'ORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN. CONSERVATOR 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 CONSERVATOR AND ANY PERSON OR ENTITY ACTING ON BEHALF OF CONSERVATOR. 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. 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 CONSERVATOR AND ANY PERSON OR ENTITY ACTING ON CONSERVATOR'S BEHALF IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT. Agreement f'or Professional Seivices widi McKay Lodge Fine Aits Conservation Llboratory, Inc., 5 of 14 5.4 CONSERVATOR 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 IC1ND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR 1NTENTIONAL MISCONDUCT OF CONSERVATOR AND ANY PERSON OR ENTITY ACTING ON BEHALF OF CONSERVATOR. 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 this Agreement. ARTICLE 6 INSURANCE 6.1 During the term of this Agreement, the Conservator shall procure and maintain, at all times, in full force and effect, a policy or policies of insurance that provides the speciiic coverage set forth in this Exhibit "C" as well as any and all othe►• public risks celated to the Conservator's performance of its obligations under this Agreement. 6.2 Conservatar shall promptly provide the City with certificates of insurance that verify Conservator's compliance with the insurance requirements of this Agreement before commencing any Services. The City's Rislc Manager shall have the right to review and evaluate the Conservator's insurance coverage and to malce 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 STANDARDS AND WARRANTIES 7.1 Conservator represents and warrants that it and its subcontractors, if any, shall perfonn all Services in compliance 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 worlcinanship. 7.2 Conservator acknowledges and agrees that any and all information (in whatever foi7n) relating to the business of the City and acquired by the Conservator under or in connection with this Agreement, or otherwise, is and shall remain, to the extent permitted by law, con�dential Agreement for ProFessional Seivices with McKay Lodge Fine Arts Conservation L�bointory, Uic., 6 of l4 information of the City. Consultant agrees to maintain in con�idence and to refrain, director or indirectly, from copying, using, transferring, disclosing, or exploiting in any inanner any of such confidential infoimation 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, further agrees Yhat it shall h•eat all inforination provided to it by the City as con�dential and shall not disclose any such information to any third party without the prior written approval of the City. ARTICLE 8 MISCELLANEOUS 8.1 Assigmnent• Conservator shall not assign or subcontract all or any part of its ri�hts, privileges or duties under this Agreement 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 Compliance with Law. Conservator and any pei•son or entity acting on Conservator's behalf shall abide by and coinply 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 Conseivator shail immediately desist from and correct such violation. 8.3 Non-Discrimination. Conservator, in the execution, perfoi-�nance or atteinpted perfonnance of this contract and Agreement, will not discriininate 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, einployees, or subcontractors to engage in such discrimination. This Agreeinent 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 ("Discrimination in Employment 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 einployee 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 �nal payment under this Agreement, have access to and the right to examine any directly pertinent books, docuinents, papers and records of the Conservator involving transactions relating to this Agreeinent. Conservator agrees that the City shall have access during normal working hours to all necessary Conservator facilities and shall be provided adequate and appropriate Agreement for Professiona) Services with McKay Lodge Fine A�ts Conservation Laborarory, [nc., 7 of 14 workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Conservator reasonable advance notice of intended audits. Conservator further agrees to include in ail 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, docuinents, 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. 8.5 Fiscal Fundin�. 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 shali tei7ninate on the last day of the �scal 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 Agreement. This written instrument constitutes the entire agreement by the parties hereto concerning the work and services to be perfoi-�ned hereunder, and any prior or conteinporaneous, oral or written agreement, which purports to vary froin the terms hereof shall be void. 8.7 Venue and Jurisdiction and Governing Law• Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, 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 certi�ed mail, postage prepaid, to the address of the other party shown below: Agreement for Profession�l Seivices with McKay Lodge Fine Arts Conservation Laboi�tory, Ltc., 8 of 14 Fernando Costa, Assistant City Manager City of Fort Worth 1000 Throckinorton St. Fort Worth, Texas 76102 (817) 392-8518 8.9 8.10 : 8.12 Copy to: City of Fort Worth Ofiice of the City Attorney Attn: City Attoi�ney 1000 Throckinorton Street Fort Worth, Texas 76102 John R. Dennis, Conservator 3505 Villanova Dallas, TX 75225 (214) 691-4337 Non-Waiver. The failure of City or Conservator to insist upon the performance of any term or provision of this Agreement or to exercise any right herein confeired shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely upon any such terin or right on any future occasion. Disclosure of Conflicts. Conseivator hereby warrants to the Ciry that Conseivator 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 iimnediately to make full disclosure to the City in writing. The City acknowledges that Conservator may use products, materials or inethodologies proprietaiy 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 rights in such proprietary products, inaterials or methodologies unless the parties have executed a separate written agreeinent with respect thereta Notwithstanding the foregoing, Conservator understands and agrees that the City is subject to various public infonnation laws and regulations, including, but not limited to, the Texas Open Records Act. Conservator, 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. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or unenforceable, he validity, legality and enforceability of the remaining provisions shall not in any way be affected or iinpaired. Force Majeure. The City and Conservator shall exercise their best efforts to ineet 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 for Professionnl Services with McKay Lodge Fine Arts Conseivation Laboratory, Inc., 9 of l4 including, but not limited to, coinpliance 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 govermnental authority, transportation problems and/or any other sirnilar causes. 8.13 Headin�s not Controlling_ Headings and titles used in this Agree�nent 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 Foi•t Worth, Tarrant County, Texas, to be effective as of the Effective Date. CITY OF FORT WORTH By: `� Fernando Costa Assistant City Manager APPROVED AS TO FORM AND LEGALITY: � '� �' c_ Tyler Wallach Assistant City Attorney `l ATTEST: . �� s 1 � -� � �� ,. (% Maiy J. Kayser City Secretary M&�# c-�6�� Date: � � � �� k�� 1��IAL RECORD Agreement for Professional Services with McKay Lodge Fine Arts Conservation L�boratory, ►� �.t�q�'� $�CR�'�,AR� 10 of 14 �b 9l1N�� .�[� MCKAY LODGE FINE ARTS CONSERV ON LABORATORY, INC., by: b . odge President Exhibit A Tax Exempt 'I`��AS CEK'Cf�ICATL: OP' G\GP9P'I'ION 1 cluim an exemp�ic» � tivm paymcnt uf sales and usc tascs t��r the purchase of tasable iicros describcd bcl��r or un the atmched ordcr or invoiee. Description of' Items (or an att:�ched ordcr or Im•oice)'1'o De Purchased: 1 clnim this exemptinn for t)te tollux°ing reason: Name uf Gxempt Organizatiou: CITY OF FOR't �VOR'I'H, "CEXAS TFYAS SALES AND USE TAX PERNIIT NUi�lI3ER 1-75-6000528-6 Project ti�r which matcrinls and supplies are purchased: 1 understand that [ �vill be linble Ibr pa}mient of sales tux, tahich may Uecome due f�r £ailure to comply witl� the provisions of the state, cil y, and/or met�upolitun transit authority salcs u��d use tax laws and comptroilcr rules regarding csempt purchases. Liability for tl�c tax +vill be detcnnined by the price paid fix thn taxablc items purcl�aseci ar the fair market rcntal value fi�r thc period of timc used. 1 understzmd that it is a misdemcanar to give an excmption cerfiticatc to the scllcr for taxable items which I know, at thu time of the purchase, ��ill be used in a manner other thzm that expensed in diis certiticate and, upan conviction, may be kined up tn 5>00 per oftense. "I'ax Exeiunt Status Duc to Bcine u Go��ernmental k�ntity Purchascr. CPPY Or FOR'I' 1VOR7'H, 7'E1AS Street .Addross: 1000 THROCKp70K'POn STREET City, State, Zip Code: FORT 1V012'I'H, TEXA$ 76IO2 I f �Yr�, � ' . / ,�l Sign Hcrc: ;� ,/�� % `�zf Dnte: Jime I 1. 2p09 Phone: SU-392-8517 ��'maud�i \ 1i�r�•N�ntS,� r i. s Uirctuv �� _..._....� 'T'his ceitificate does not require a numher to he vnlid. Sales and use tas "exemption numbers" or ^ta� exempt" numbcrs do not esist. �This certiticate shuulJ hc fumished to the supplier. Du not send �he completed uertitirale tu thc Cntnptrollcr of Puhlic Accounts. Agreement for Professional Services �vith McKay Lodge Fine Aits Conservation LaUorato�y, Inc., ( t of 14 Exhibit B Affidavit of Bills Paid ATFIDAVIT OF BILLS PAID Date: Af�ant (Artist): Purchaser (City of Fort Worth):_ Property (Artwork Site): Affiant on oath swears that the following statement is true: Af�ant 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 proper•ty. Af�ant is not indebted to any person, finn, or corporation by reason of any such construction. There are no claims pending for peisonal injury and/or property dainages. 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 witl� McKay Lodge Tiue Arts Conservation LaUo�atory, Inc., 12 of l4 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 Compensation. If the Conservator subcontracts any part of the worlc, then the Conservator shall also require his/her subcontractor(s) to abide by all of the following insurance requirements. The Conservator shall require the subcontractor(s) to name the Conservator and the City as additional insureds. Commercial General Liability (CGL) $1,000,000 Each occunence $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 Of�ce (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 comtnercial business policy shall provide coverage on "Any Auto," defined as autos owned, hired and non-owned. For the Conservator and/or the Conservator's Subcontractors who have employees: Worlcers' Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Bodily Injuiy/Disease - policy limit Workers' Compensation coverage shall provide limits consistent with statuto�y benefits outlined in the Texas worlcers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.). GENERAL POLICY 12EQUIREMENTS 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 premiuul." Agreement for Professional Seivices �vidi McKay Lodge Fine A�ts Conservltion Labo�atory, Inc., 13 of 14 Waiver of rights of recoveiy (subrogation) in favor of City of Fort Worth. 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 certiiicate of insurance shaii state that the coverage is claims made and the retroactive date. The insurance coverage shali 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 or risk retention groups, must also approved by City's Risk Manager. City, at its sole discretion, reserves the right to review the insurance requireinents 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 industiy 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 malce 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 Professionll Services with McKay Lodge Fine Arts Conservation Laboratory, Inc., 14 of 14