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HomeMy WebLinkAboutContract 44695 (2)CITY SECRETARY yivi(eg CONTRACT NO. AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF FORT WORTH AND ROSA LOWINGER AND ASSOCIATES, Inc. THIS AGREEMENT ("Agreement") is made and entered into on this l t day of Oak/ , 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 Rosa Lowinger and Associates, Inc. (the "Conservator"), a California for profit corporation, acting by and through Rosa Lowinger, its duly authorized Officer. The City has designated the Arts Council of Fort Worth & 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 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, Conservator is a recognized leader in the field of public art maintenance and conservation; and WHEREAS, City and Conservator desire to enter into a contract to have such services provided that benefit City. NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: 1.1 ARTICLE 1 SERVICES 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 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 terns and conditions set forth in such addenda related to the Services. Agreement for Professional Services with Rosa Lowinger and Associates, Inc. RECEIVED AUG 9 2013 OFFICIAL RECORD I of 14 CITY SECRETARY FT. WORTH, TX 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 shall inform Conservator, in writing, of the damage. Conservator, at his/her own expense, shall have thirty (30) days from receipt of City's written notice to repair the damage to the Collection to the satisfaction of City. If Conservator fails to repair the damages to the satisfaction of City within thirty (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 remedies available to City at law or in equity. 1.5 City shall have the right to request written progress reports from the Conservator, detailing the progress made toward completion of the Services, and the Conservator shall provide such reports with five (5) business days of such request, unless otherwise agreed by the parties in writing. ARTICLE 2 TERM & TERMINATION 2.1 Tenn. This Agreement shall commence upon the Effective Date and shall expire on the first day of the month next following three (3) years ("Initial Term"). The City may, at its sole discretion, opt to renew and extend this Agreement for three additional one year terms ("Renewal Terms"). Any renewal 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 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 Rosa Lowinger and Associates, ►nc. 2 of 14 ARTICLE 3 COMPENSATION 3.1 In consideration of the Services to be performed hereunder by Conservator, City promises and agrees to pay Conservator an amount up to SIXTY THOUSAND DOLLARS ($60.000.00) ("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 Conservator under this Agreement. 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. 3.2 Services outlined in this Agreement are based on hourly rates in accordance with Conservator's staff rate schedule, plus reasonable expenses, approved in advance by the City, and supported with receipt of documentation at invoicing, with total fee including, but not limited to, all reimbursable expenses. 3.3 Payment from City to Conservator 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 15tt' day following the end of the month. If the City requires additional reasonable documentation, it shall request the same promptly after receiving the above -described information, 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 fulfillment of this Agreement. 3.5 The Conservator shall be responsible for the payments of all expenses that are incurred during the performance of this Agreement, including, but not limited to, services, materials, mailing/shipping charges and insurance on submissions to the City, cost of all travel, and costs for the Conservator's agents, consultants, and/or employees necessary for the proper performance of the Services required 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 Agreement for Professional Services with Rosa Lowinger and Associates, Inc. 3 of 14 contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. 3.7 For contested billings, the City shall make payment in full to Conservator within sixty (60) days of the date the contested matter is resolved. 3.8 Conservator shall make timely payments to all persons and entities supplying labor, materials, or equipment for the performance of this Agreement. CONSERVATOR SHALL DEFEND AND INDEMNIFY THE CITY AND CONTRACT MANAGER FROM ANY CLAIMS OR LIABILITY ARISING OUT OF THE CONSERVATOR'S FAILURE TO MAKE THESE PAYMENTS. 3.9 Conservator shall furnish the City an affidavit, attached hereto as Exhibit "B", certifying that all bills relating to the Services or supplies used in the performance of this Agreement have been paid. ARTICLE 4 INDEPENDENT CONTRACTOR 4.1 Conservator shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Conservator shall have exclusive control of and the exclusive 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 Conservator, its officers, agents, servants, employees, subcontractor s, or program participants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Conservator. It is expressly understood and agreed that no officer, agent, employee, or subcontractor s of Conservator is in the 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, 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, Agreement for Professional Services with Rosa Lowinger and Associates, Inc. 4 of 14 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 CONSERVATOR HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL 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. 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. 5.2 IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, CONSERVATOR, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT CONSERVATOR'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. 5.3 CONSERVATOR AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, REPRESENTATIVES, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED BY CONSERVATOR AND ANY PERSON OR ENTITY ACTING ON CONSERVATOR'S BEHALF IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT. Agreement for Professional Services with Rosa Lowinger and Associates, 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 KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL 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 salve 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 specific coverage set forth in this Exhibit "C" as well as any and all other public risks related to the Conservator's performance of its obligations under this Agreement. 6.2 Conservator shall promptly provide the City with certificates of insurance that verify Conservator's compliance with the insurance requirements of this Agreement before commencing any Services. The City's Risk Manager shall have the right to review and evaluate the Conservator's insurance coverage and to make 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 perform 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 workmanship. 7.2 Conservator acknowledges and agrees that any and all information (in whatever form) 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, confidential information of the City. Consultant agrees to maintain in confidence and to refrain, director or Agreement for Professional Services with Rosa Lowinger and Associates, Inc. 6 of 14 indirectly, from copying, using, transferring, disclosing, or exploiting in any manner any of such confidential information during the term of this Agreement and following termination thereof, for any reason. 7.3 Conservator, for itself and any person or entity acting on behalf of Conservator, 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. Conservator shall not assign or subcontract all or any part of its rights, 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 person or entity acting on Conservator's behalf shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Conservator any such violation on the part of Conservator, then Conservator shall immediately desist from and correct such violation. 8.3 Non -Discrimination. Conservator, in the execution, performance or attempted performance of this contract and Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color, national origin or any other protected class of individuals, nor will Conservator permit its officers, agents, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 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 employee or employee -applicant has been discriminated against by either Conservator, its agents, employees or subcontractors. 8.4. Right to Audit. Conservator agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Conservator involving transactions relating to this Agreement. Conservator agrees that the City shall have access during normal working hours to all necessary Conservator facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City Agreement for Professional Services with Rosa Lowinger and Associates, Inc. 7 of 14 shall give Conservator reasonable advance notice of intended audits. Conservator further agrees to include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractors agree that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractors involving transactions to the subcontract, and further that City shall have access during normal working hours to all subcontractors facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractors reasonable advance notice of intended audits. This Section shall survive the expiration or termination of this Agreement. 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, City will notify Conservator of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 8.6 Entire 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 terns 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 certified mail, postage prepaid, to the address of the other party shown below: Agreement for Professional Services with Rosa Lowinger and Associates, Inc. 8 of 14 Fernando Costa, Assistant City Manager City of Fort Worth 1000 Throckmorton St. Fort Worth, Texas 76102 (817) 392-8518 Copy to: City of Fort Worth Office of the City Attorney Attn: City Attorney 1000 Throckinorton Street Fort Worth, Texas 76102 Rosa Lowinger, Conservator 5418 Packard Street Los Angeles, CA 90019 8.9 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 conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely upon any such term or right on any future occasion. 8.10 Disclosure of Conflicts. Conservator hereby warrants to the City that Conservator has made full disclosure in writing of any existing or potential conflicts of interest related to Conservator's services and proposed services with respect to the Services. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Conservator hereby agrees immediately to snake full disclosure to the City in writing. The City acknowledges that Conservator may use products, materials or methodologies proprietary to Conservator. The City agrees that Conservator's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials or methodologies unless the parties have executed a separate written agreement with respect thereto. Notwithstanding the foregoing, Conservator understands and agrees that the City is subject to various public information laws and regulations, including, but not limited to, the Texas Open Records Act. Conservator, for itself and its officers, agents and employees, 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. 8.11 Severability. 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 impaired. 8.12 Force Maieure. The City and Conservator shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, Agreement for Professional Services with Rosa Lowinger and Associates, Inc. 9 of 14 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:Fernando Costa Costa Assistant City Manager APPROVED AS TO FORM AND LEGALITY: C Tyler Walla Assistant Attorney ATTEST: Mary J. Kayser City Secretary M&C# e- ZCb3t3 Date: (y 41 ZOO ROSA LOWINGER AND ASSOCIATES, INC., a California for profit corporation by: Agreement for Professional Services with Rosa Lowinger and Associates, Inc. Rosa Lowinger Officer OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 10 of 14 Exhibit A Tax Exempt TEXAS CERTIFICATE OF EXEMPTION I claim an exemption from payment of sales and use taxes fir 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: I 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: 1 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. 1 understand that it is a misdemeanor to give an exemption certificate to the seller for taxable items which 1 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 tined up to $500 per offense. Tax Exempt Status Due to Beim! a Governmental Entity Purchaser: CITY OF FORT WORTH, TEXAS Street Address: 1000THROCKMORTON STREET City, State, Zip Code: FORT WORTH, TEXAS 76102 Sign Here: � Date: June I I, 2009 Phone: 817-392-3517 1 ,ronci t \ttxtpFonau Uirciwr This certificate does riot require a number to be valid. Sales and use tax "exemption number;' or "tax exempt" numbers do not exist. This certificate should be finnished to the supplier, Do not send the completed certificate to the Comptroller of Public Accounts. Agreement for Professional Set -vices with Rosa Lowinger and Associates, Inc. 11 of 14 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 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 Rosa Lowinger and Associates, Inc. 12 of 14 Exhibit C Insurance Requirements PUBLIC ART - INSURANCE REQUIREMENTS The Conservator shall meet all the following insurance requirements for the assessment, naming the City as an additional insured on each policy of insurance, except Workers Compensation. If the Conservator subcontracts any part of the work, 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 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 $100,000 Property Damage A commercial 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: 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." Agreement for Professional Services with Rosa Lowinger and Associates, Inc. 13 of 14 Waiver of rights of recovery (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 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 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 Rosa Lowinger and Associates, Inc. 14 of 14 M&C Review DATE: CODE: SUBJECT: COUNCIL ACTION: Approved on 7/9/2013 7/9/2013 REFERENCE NO.: C TYPE: **C-26313 LOG NAME: PUBLIC HEARING: Authorize Execution of a Three -Year Non -Exclusive Professional Services Agreement with Rosa Lowinger & Associates, Inc., for Maintenance and Conservation Treatment of Various Artworks in the Fort Worth Public Art Collection in the Amount Not to Exceed $60,000.00 (ALL COUNCIL DISTRICTS) Page 1 of 2 Official site of the City of Fort Worth, Texas FORTWORTI 2000NSERVATOR ROSA LOWINGER & ASSOCIATES CONSENT NO RECOMMENDATION: It is recommended that the City Council authorize the execution of a three-year non-exclusive professional services Agreement with Rosa Lowinger & Associates, Inc., for maintenance and conservation treatment of various artworks in the Fort Worth Public Art Collection in the amount not to exceed $60,000.00. DISCUSSION: This non-exclusive Professional Services Agreement (Agreement) will enable the City to implement its Public Art Collection Management/Conservation program in order to care for and maintain the City's Public Art collection as set forth in the Long Range Public Art Plan for the Water Fund adopted by City Council on May 9, 2006 (M&C G-15185). The initial term of the Agreement will be three years with the option to renew for three additional one-year terms for a total amount not to exceed $60,000.00, using funds from the annual Public Art Conservation Fund -Operating Budget. The Fiscal Year 2013-2014 Fort Worth Public Art (FWPA) Annual Work Plan adopted by City Council on October 16, 2012 (M&C C-25920) outlines the Collection Management Plan for the first year of this Agreement. Subsequent annual Conservation Work Plans, recommended by the Fort Worth Art Commission and approved by the City Council as part of the Annual Work Plan, will be issued to the conservator and added as addenda to this Agreement. BACKGROUND: The City currently owns 68 artworks accessioned into the Fort Worth Public Art Collection. During the term of this Agreement, the collection is expected to increase to approximately 90 artworks sited in all Council Districts. The collection is comprised of works including stand-alone sculptures, painted and tile murals, architecturally integrated enhancements and artist -created historic monuments. On January 7, 2013, Fort Worth Public Art issued a Request for Qualifications (RFQ) for conservation services for the purposes of creating a pre -qualified pool of qualified conservators with various media specialties. The RFQ was sent to individuals and firms, posted on the FWPA and City of Fort Worth websites, and posted on the National Public Art Network Listserv. Services to be performed under this Agreement include (but are not limited to): condition assessments, general cleaning, conservation treatment and repair, treatment documentation (written and photographic), maintenance planning and design review and consultation. Respondents were asked to provide materials that demonstrate ability to accomplish the work (firm history, team credentials and related experience), philosophical treatment approach, evidence of insurability and schedule of fees. Applicants were evaluated based on ability to perform with various medias and materials, including metals, organic materials, stone, tile, glass and technological media. Seven candidate submitted material for review. Each submission was reviewed by a panel consisting http://apps.cfwnet.org/council_packet/mc_review.asp?ID=1 8 3 75&councildate=7/9/20 1 3 8/13/2013 M&C Review Page 2 of 2 of the following individuals: 1. Arthur Weinman, Fort Worth Art Commissioner 2. Jodie Utter, Fine Art Conservator with the Amon Carter Museum 3. Jenny Conn, Public Art Collection Manager with the Arts Council of Fort Worth and Tarrant County. A scoring matrix considering 13 factors was created to rank professional qualifications, experience, ability and specialization and to quantify rate structure. The panel selected four candidates to provide various services to the City. Rosa Lowinger & Associates was selected as a qualified conservation firm to provide the above -listed services, particularly services that require pre -fabrication consultation and ongoing maintenance expertise for multi -media and media -based artworks. Over the course of the term of this Agreement, artworks located in all Council Districts throughout the City will benefit. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated of the General Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GG01 539120 0901600 $60.000.00 Submitted for Citv Manaaer's Office bv: Fernando Costa (6122) Oriainatina Deaartment Head: Douglas W. Wiersig (7801) Additional Information Contact: Martha Peters (298-3025) ATTACHMENTS Inventory Detail (6 5 13).rdf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=1 8375&councildate=7/9/201 3 8/13/2013