HomeMy WebLinkAboutContract 60533CITY SECRET.A.RY
CJ· Tiv\C1 NO.-""'~~~--
PROFESSIONAL SERVICES AGREEMENT
BETWEEN STUDIO SIX ART CONSERVATION, LLC AND THE CITY OF FORT WORTH
FOR PUBLIC ART MAINTENANCE AND CONSERVATION
Thi s PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation acting by and
through Fernando Co st a, its dul y authori zed Assistant City Manage r , and Studio Six Art Con servation, LLC
("Con servator"), a sin g le member LLC, located at 8431 Creekwood Drive, Dallas, Texas 75228 , acting by
and through Brad Smith , its authorized agent, each individually referred to as a "party" and collectively
referred to as the "partie s." City has de s ignated the Arts Council of Fort Worth and Tarrant County , Inc .
d/b/a Arts Fort Worth ("Contract Manager") to manage this Agreement on its behalf. The Contract Manager
shall ac t throu g h its de signated Public Art Collection Manager.
WHEREAS , pursuant to Chapter 2, Section s 2-56 through 2-61 of the Fort Worth Code of
Ordin ance s, the Fort Worth Public Art Program's goals are to create an enhanced vis ual environment for
Fort Worth residents, to co mmemorate the City 's rich cultural and ethnic diversity , to integrate the de sign
wo rk of arti st s into th e development of the City 's capital infrastructure improvements, and to promote
touri sm and eco nomic vitality in the City through the artistic de sign of public spaces;
WHEREAS , the City has provid ed st ewardship and funding for the maintenance and conservation
of artworks included in the Fort Worth Public Art Collection ("Co llection ");
WHEREAS , on September 25, 2023, the Contract Manager conducted an informal request for
qualifications seeking individuals or organizations to provide as -needed professional se rvices to assist in
maintaining the va lu e, integrity , and authenticity of public artworks included in the Collection;
WHEREAS, Conservator is an established full -service conservation firm specializing in historic
and contemporary public art maintenance and conservation;
WHEREAS , the Conservator submitted a response and was selected to provide non-ex clu sive
profe ss ional maintenance , conservation, and consultation services;
WHEREAS, City and Conservator de sire to set out the terms and conditions under which said Work
shall be provided ;
NOW , THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree
as follows:
The Agreement shall include the following:
1. This Agreement for Profes sional Services
2. Exhibit A -The Request for Qu alification s (RFQ )
3. Exhibit B -Con servator 's Rate and Fee Schedule
4 . Exhibit C -Texas S ale s and Use T ax Exemption Certificate
5 . Exhibit D -Verification of Si gnature Authority Form
Profes sional Service Agreement between City of Fort Worth and Studio Six Art Co nservation , LLC
Execution Copy
O f ge ~~ECORD
CI TY SECRETARY
FT. WORTH, TX
All Exhibits referenced above and attached hereto are incorporated herein and made a part of this
Agreement for all purposes . In the event of any conflict between the documents , the terms and conditions
of this Agreement shall control.
The term "Conservator" shall include the Conservator and his/her officers, agents, employees,
representatives , servants, contractors, and subcontractors.
1. SCOPE OF 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 accordance with
the terms of this Agreement ("Services"). Services shall be based on the Fort Worth Public Art
Collection Management 5-Year Plan, and on an as-needed basis at the direction of the Contract
Manager as part of Contract Manager's scope of work under its annual agreement with the City of
Fort Worth as authorized by the Fort Worth City .Council. All Services shall be carried out in
accordance with fully executed addenda that set forth the specific Services to be provided ,
prescribed timelines , and any additional terms and conditions set forth in such addenda related to
the Services.
1.2 Conservator shall provide all supplies, materials, and equipment necessary to provide
deliverables required unless otherwise negotiated in advance. Conservator shall be responsible for
obtaining and paying for all necessary permits and any required traffic barriers appropriate for the
execution of Services.
1.3 Conservator shall coordinate scheduling of Services with the Contract Manager following
the execution of any addendum. Conservator must provide Contract Manager at least three day s'
notice prior to the commencement of Services so that Contract Manager can notify City
departments and staff to ensure that the site is accessible during the timeframe Conservator intends
to work. Conservator shall not enter a site to conduct work until Contract Manager has given written
notice to proceed . City shall not be liable for postponed or cancelled Services for unforeseen
reasons .
1.4 Upon request by Conservator, City shall promptly furnish all site and artwork information,
including fabrication and installation details , finishes and coatings, and artist recommendations as
required by Conservator to the extent that s uch materials are available. Contract Manager shall
notify City Departments and staff of pending work prior to services and secure access for
Conservator.
1.5 Existing conditions related to artworks in the Collection 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. The
Contract Manager, in it s discretion, shall either approve or disapprove of any recommended
changes in scope.
1.6 Conservator, individually and through his/her subcontractors, shall take all necessary
precautions to protect and preserve artworks in the Collection. If City determines , in its sole
discretion , that Conservator or the Conservator's subcontractors have damaged artworks in the
Collection, then City shall inform Conservator, in writing, of the damage . Conservator, at his/her
own expense, shall have up to thirty days from receipt of City's written notice to repair the damage
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation, LLC
Execution Copy
Page 2 of22
to the Collection to the satisfaction of City. If Conservator fails to repair the damages to the
satisfaction of City within thirty days after receipt of the notice , or within a 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.
1.7 Conservator shall provide a written report detailing the execution of the work, including
pre-existing conditions , repairs and treatments , and recommendations for future maintenance.
Image s of all stages shall be submitted by digital transfer or disk in concurrence with the delivery
of the written report. Conservator sh all comply with any request made by City pursuant to this
Article 1.7 within thirty calendar days after receipt of the written request.
2. TERM.
This Agreement shall take effect upon execution by the City ("Effective Date") and shall expire on
September 30 , 2024 ("Initial Term "). The City may , at its sole discretion , opt to renew and extend this
Agreement for four additional one-year terms (October I through September 30 of the applicable years)
(each a "Renewal Term"). Any Renewal Term shall be duly executed in writing by the parties .
3. COMPENSATION.
City shall pay Conservator the hourly rates of Conservator's personnel who perform specific
services under this Agreement in accordance with the provisions of this Agreement and Exhibit B
(Conservator's Rate and Fee Schedule). Total payment made under this Agreement for the first year by
City shall be in an annual amount not to exceed FIFTY THOUSAND DOLLARS {$50,000.00).
Conservator shall not perform any additional services or bill for expenses incurred for City not specified
by this Agreement unless City requests and approves in writing the additional costs for such services. City
shall not be liable for any additional expenses of Conservator not specified by this Agreement unless
Contract Manager first approves s uch expenses in writing.
3 .1 Services outlined in this Agreement are based on hourly rates in accordance with
Conservator 's staff rate schedule, attached hereto as Exhibit B , plus reasonable expenses approved
in advance by the City and supported with receipt of documentation at invoicing.
3.2 Additional services , supplies, rentals , or deliverables must be approved by Contract
Manager in writing in advance of performance, and the Conservator will be compensated for any
such additional services or reimbursables as agreed to by the parties .
3.3 Payment from City to Conservator shall be made based on an invoice for Services rendered
following receipt by City from Conservator of a signed invoice. The invoice shall be submitted to
Contract Manager no later than the 15 th day following the end of the month during which services
were performed . If Contract Manager and /or City requires additional documentation, it shall
request the same promptly after receiving the above-described information, and the Conservator
shall provide such additional documentation to the extent the same is available no later than the
15 th day following the end of the month.
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
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation , LLC
Execution Copy
Page 3 of22
Exemption" in substantially the same form as that attached and incorporated herein as Exhibit C
for use by Conservator in the fulfillment of this Agreement.
3.5 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 , costs 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 shall be paid. City shall exercise reasonableness
in contesting any bill or portion thereof. No interest shall accrue on any contested portion of the
billing until the contest has been resolved.
3 .7 For contested billings, the City shall make payment in full to Conservator within sixty 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 FROM ANY CLAIMS OR LIABILITY ARISING
OUT OF THE CONSERVATOR'S FAILURE TO MAKE THESE PAYMENTS.
4. TERMINATION.
4 .1. Convenience. The City may terminate this Agreement at any time and for any reason by
providing the other party with at least thirty days' written notice of termination.
4.2 . Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by the City in any fiscal period for any payments due 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 the City of any kind whatsoever, except as to the portions of
the payments herein agreed upon for which funds have been appropriated.
4.3. Breach . Subject to Section 27 below, either party may terminate this Agreement for breach
of duty , obligation, or warranty upon exhaustion of all remedies set forth in Section 27 .
4.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the expiration of the stated term , the City shall pay Conservator for services actually rendered up to 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. Upon termination
of this Agreement for any reason , Conservator shall provide the City with copie s of all completed or
partially completed documents prepared under this Agreement. In the event Conservator has received
access to City information or data in association with the performance of services hereunder, Conservator
shall return all City-provided data to the City in a format deemed acceptable to the City .
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1. 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
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation , LLC
Execution Copy
Page 4 of22
services under this Agreement. ln the event any conflicts of interest arise after the Effective Date of this
Agreement, Conservator hereby agrees to immediately make full disclosure to the City in writing.
5 .2. Confidential Information . Conservator, for itself and its officers, agents , and employees ,
agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any
such information to a third-party without the prior written approval of the City .
5.3. Unauthorized Access. Conservator shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access , modify , delete , or otherwise conupt City
Information in any way. Conservator shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised , in which event,
Conservator shall , in good faith , use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate with the
City to protect such information from further unauthorized disclo s ure.
6. RIGHT TO AUDIT.
Conservator agrees that the City shall , until the expiration of three years after final payment under
this contract, or the final conclusion of any audit commenced during the said three years , have access to
and the right to examine at reasonable times any directly pertinent books , documents, papers, and records
of the Conservator involving transactions relating to this Contract at no additional cost to the City .
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 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 all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three years after final payment
of the subcontract or the final conclusion of any audit commenced during the said three years, have access
to and the right to examine at reasonable times any directly pertinent books , documents , papers , and records
of such subcontractor involving transactions related to the subcontract, and further that City shall have
access during normal working hours to all subcontractor facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City
shall give subcontractor reasonable notice of intended audits .
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Conservator shall operate as an independent contractor
as to all rights and privileges and work performed under this agreement, and not as an agent ,
representative , or employee of the City. Subject to and in accordance with the conditions and provisions
of this Agreement, Conservator shall have the exclusive right to control the details of its operations and
activities and shall be solely responsible for the acts and omissions of its officers , agents , servants,
employees , and subcontractors . Conservator acknowledges that the doctrine ofrespondeat superior shall
not apply as between the City , its officers, agents, servants, and employees, and Conservator, its officers ,
agents , employees, servants , and subcontractors. Conservator further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Conservator. It is further
understood that the City shall in no way be considered a co-employer or a joint employer of Conservator
or any officers, agents, servants , employees , or subcontractors of Conservator. Neither Conservator, nor
any officers , agents, servants, employees , or subcontractors of Conservator shall be entitled to any
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation , LLC
Execution Copy
Page 5 of22
employment benefits from the City . Conservator shall be responsible and liable for any and all payment
and reporting of taxes on behalf of itself and any of it s officers , agents, servants , employees , or
subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY. CONSERVATOR SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE ACT(S) OR
OMISSION(S), MALFEASANCE, NEGLIGENCE, OR INTENTIONAL MISCONDUCT OF
CONSERVATOR, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
8.2. INDEMNIFICATION. CONSERVATOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSERVATOR'S BUSINESS AND ANY RESULTING LOST PROFITS), AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS
OR OMISSIONS, MALFEASANCE, NEGLIGENCE, OR INTENTIONAL MISCONDUCT OF
CONSERVATOR, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Conservator shall not assign or subcontract any of its duties , obligations, or rights under this
Agreement without the prior written consent of the City; however, City expressly grants Conservator the
right to subcontract engineering services. If the City grants consent to an assignment , the assignee shall
execute a written agreement with the City and Conservator under which the assignee agrees to be bound
by the dutie s and obligations of Conservator under this Agreement. The Conservator and Assignee shall
be jointly liable for all obligations of the Conservator under this Agreement. If the City grants consent to
a subcontract, the subcontractor shall execute a written agreement with the Conservator referencing this
Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the
Conservator under this Agreement as such duties and obligations may apply. The Conservator shall
provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
Conservator shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1. Coverage and Limits for Conservator.
(a) Commercial General Liability
$1 ,000 ,000 Each Occurrence
$1 ,000,000 Aggregate
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation , LLC
Execution Copy
Page 6 of22
11.
10.2 . Coverage and Limits for Conservator's Subcontracted Engineer.
(a) Commercial General Liability
$1 ,000 ,000 Each Occurrence
$1,000 ,000 Aggregate
(b) Profes sio nal Liability
$1,000,000 Each Occurrence
$1 ,000 ,000 Aggregate
10 .3. General Requirements.
(a) The commercial general liability and professional liability policies shall name the City as
an additional insured thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agents , and volunteers in respect to the contracted se rvices .
(b) A minimum of thirty days ' notice of cancellation or reduction in limits of coverage shall
be provided to the City. A minimum of ten days' notice sha ll be acceptable in the event of non-
payment of premium . Notice shall be sent to the Ri sk Manager, City of Fort Worth, 200 Texas
Street, Fort Worth, Texas 76102, with co pies to the City Attorney at the same address .
(c) The in surers for all policies must be licensed and /or approved to do business in the State
of Texas. All in su rers 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 City 's
Risk Managem ent. If the rating is below that required , written approval of City 's Risk Manager is
required.
( d) Any failure on the part of the City to reque st required insurance documentation shall not
constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that the Conservator has obtained all required
insurance shall be delivered to the City prior to Conservator proceeding with any work pursuant to
this Agreement.
COMPLIANCE WITH LAWS, ORDINANCES, RULES, AND REGULATIONS.
Conservator agrees that in the performance of it s obligations hereunder, it will comply with all
applicable federal , state , and local laws , ordinances , rule s, and regulations, and that any work it produces
in connection with this Agreement will also comply with all applicable federal, state, and local laws,
ordinances , rule s, and regulations. If the City notifies Conservator of any violation of such law s,
ordinances, rules , or re gulations , Conservator shall immediatel y desist from and correct the violation .
12. NON-DISCRIMINATION COVENANT .
Conservator, for itself, its personal representatives, assigns, subcontractors, and successors in interest, as
part of the consideration herein, agrees that in the performance of Conservator's duties and obligations
hereunder, it shall not discriminate in the treatment or employment of an y individual or group of individuals
on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination
covenant by Conservator, its personal representatives , assigns , subcontractors , or s uccessors in interest,
Professional Service Agreement between City of Fort Worth and Studio Six Art Co nservation , LLC
Exec ution Copy
Page 7 of22
Conservator agrees to assume such liability and to indemnify and defend the City and hold the City harmless
from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when: (1) hand-delivered to the other party , its agents , employees , servants, or
representatives; (2) delivered by facsimile with electronic confirmation of the transmission; or
(3) received by the other party by United States Mail , registered , return receipt reque sted , addressed as
follows:
City of Fort Worth:
Attn : Fernando Costa, Assistant City Manager
200 Texas St.
Fort Worth TX 76102-6311
With Copy to the City Attorney at same address , and
Martha Peters , Director of Public Art
Arts Fort Worth
1300 Gendy Street
Fort Worth TX 76107
14. SOLICITATION OF EMPLOYEES.
Conservator:
Brad Ford Smith
8431 Creekwood Drive
Dallas, Texas 75228
Neither the City nor Conservator shall , during the term of this Agreement and additionally for a
period of one year after its termination, solicit for employment or employ , whether as emplo y ee or
independent contractor, any person who is or has been employed by the other during the term of this
Agreement, without the prior written consent of the other party. Notwithstanding the foregoing , this
provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
15. GOVERNMENTAL POWERS I IMMUNITIES.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of the City or Conservator to insist upon the performance of an y term or provision of
this Agreement or failure to exercise any right granted herein shall not constitute a waiver of the City's or
Conservator's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW /VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action ,
whether real or asserted , at law or in equity , is brought pursuant to this Agreement, venue for such action
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation , LLC
Execution Copy
Page 8 of22
shall lie in the state courts located in Tarrant County , Texas , or the United States District Court for the
Northern District of Texas , Fort Worth Division.
18. 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 .
19. FORCE MAJEURE.
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, including, but not
limited to , compliance with any law, ordinance, or regulation , acts of God, acts of the public enemy, fires ,
strikes, lockouts , natural disasters , wars, riots , material or labor restrictions by any governmental authority ,
transportation problems , and /or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only , shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have had the opportunity to review and
revise this Agreement and that the normal rule of construction to the effect that any ambiguities are resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits attached
hereto and incorporated herein.
22. AMENDMENTS.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument executed by an authorized representative of each party .
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City and
Conservator, their assigns, and successors in intere st as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. COUNTERPARTS AND ELECTRONIC SIGNATURES.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original , but all such counterparts shall together constitute one and the same
instrument. A signature received via facsimile or electronically shall be as legally binding for all purposes
as an original signature.
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation, LLC
Execution Copy
Page 9 of22
25. WARRANTY OF SERVICES.
25 .1 Conservator warrants that his services will be of a professional quality and conform to
generally prevailing industry standards. City must give written notice of any breach of this warranty section
within thirty days from the date that the breach was actually known to City. Upon notice to Conservator, at
Conservator's option , Conservator shall either: (a) use commercially reasonable efforts to re-perform the
services in a manner that conforms with this warranty ; or (b) refund all fees paid by the City to Conservator
under this Agreement. This warranty section shall survive any expiration or termination of this Agreement.
25.2 If within one year after completion of any work performed by Conservator, City observes
any breach of warranty described in this Article 25 that is not curable by Conservator, Conservator is
responsible for reimbursing City for damages , expenses , and losses incurred by City as a result of the
breach .
25.3 If after one year from completion of any work performed by Conservator, City observes
any breach of warranty described in this Article 25 that is curable by Conservator, City shall give written
notice to Conservator to make or supervise repairs or restorations at a reasonable fee during Conservator 's
lifetime. Conservator shall notify City, in writing, within thirty days after receipt of the notice as to whether
Conservator will make or supervise the repairs or restorations. Should Conservator fail to respond within
the thirty -day deadline or be unwilling to accept reasonable compensation under the industry standard , City
may seek the services of a qualified restorative conservator and maintenance expert.
26. IMMIGRATION AND NATIONALITY ACT.
Conservator shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon
request by City , Conservator shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Conservator shall adhere to
all federal and state laws as well as establish appropriate procedures and controls so that no services will
be performed by any Conservator employee who is not legally eligible to perform such services.
CONSERVATOR SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONSERVATOR, CONSERVATOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City , upon written notice to Conservator, shall have the right to immediately terminate this
Agreement for violations of this provision by Conservator.
27. INFORMAL DISPUTE RESOLUTION.
Except in the event of tennination pursuant to Section 4.2 , if either City or Conservator has a claim ,
dispute, or other matter in question for breach of duty , obligations , services rendered , or any warranty that arises
under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process.
The disputing party shall notify the other party in writing as soon as practicable after discovering the claim ,
dispute , or breach. The notice shall state the nature of the dispute and list the party 's specific reasons for such
dispute. Within ten business days of receipt of the notice, both parties shall commence the resolution process
and make a good faith effort through email, mail , phone conference, in person meetings , or other reasonable
means to resolve any claim , dispute , breach, or other matter in question that may arise out of, or in connection
with , this Agreement. If the parties fail to resolve the dispute within sixty days of the date of receipt of the
notice of the dispute , then the parties may submit the matter to non-binding mediation in Tarrant County, Texas ,
upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation , LLC
Execution Copy
Page 10 of22
Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.
The mediator shall be agreed to by the parties . Each party shall be liable for its own expenses , including
attorney 's fees ; however, the parties shall share equally in the costs of the mediation. If the parties cannot
resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies
available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to
resolve a dispute in accordance with this informal dispute resolution proces s, the parties agree to continue
without delay all of their respective duties and obligations under this Agreement not affected by the dispute.
Either party may, before or during the exercise of the informal dispute resolution process set forth herein,
apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such
relief is necessary to protect its interests.
28. TIME EXTENSIONS.
The Parties may mutually agree, in writing, to extend or modify any of the time deadlines set
forth in this Agreement.
29. ISRAEL.
If Conservator is a company with ten or more full-time employees and this Agreement is for
$100 ,000 or more , Conservator acknowledges that in accordance with Chapter 2271 of the Te xas
Government Code, the City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall
have the meanings ascribed to those terms in Section 808 .00 l of the Texas Government Code. To the
extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this
Agreement Conservator certifies that Conservator's signature provides written verification to the City
that Conservator: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
30. ENERGY COMPANIES.
If Conservator is a company with ten or more full-time employees and this Agreement is for
$100 ,000 or more , Conservator acknowledges that in accordance with Chapter 2276 of the Texas
Government Code , the City is prohibited from entering into a contract for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott energy companies ;
and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy
company" and "company" have the meaning ascribed to those terms by Section 809 .001 of the Texas
Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this
Agreement, by signing this Agreement Conservator certifies that Conservator's signature provides
written verification to the City that Conservator: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of this Agreement.
31. FIREARMS AND AMMUNITIONS INDUSTRIES.
If Conservator is a company with ten or more full-time employees and this Agreement is for
$100 ,000 or more , Conservator acknowledges that in accordance with Chapter 2274 of the Texas
Government Code , the City is prohibited from entering into a contract for goods or services unless the
Professional Service Agreement between City of Fort Worth and Studio Si x Art Conservation, LLC
Execution Copy
Page 11 of22
contract contains a written verification from the company that it: (1) does not have a practice, policy ,
guidance, or directive that discriminates against a firearm entity or firearm trade association ; and (2) will
not discriminate during the term of the contract against a firearm entity or firearm trade association. The
terms "discriminate," "firearm entity," and "firearm trade association" have the meaning ascribed to those
terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government
Code is applicable to this Agreement, by signing this Agreement Conservator certifies that Conservator's
signature provides written verification to the City that Conservator: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2)
will not discriminate against a firearm entity or firearm trade association during the term of this
Agreement.
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation, LLC
Execution Copy
Page 12 of22
ACCEPTED AND AGREED:
CITY OF FORT WORTH :
By ~;;;JLL
Fernando Costa
Assistant City Manager
Date: ;;jz-r/402, 3
APPROVED AS TO FORM AND LEGALITY :
By:~Qua,& ey Qualls
Assistant City Attorney
Form 1295 : NIA
CONTRACT COMPLIANCE MANAGER:
By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract,
including ensuring all performance and reporting requirements .
Jennifer Conn. Public Art Collection Manager
Arts Council ofFort Worth
ATTEST :
Goodall, City Secretary
CON RACT AUTHORIZATION:
M&C: NIA
Date: __________ _
STUDIO SIX ART CONSERVATION, LLC.:
By:flillAO 5M l:ttE-
Brad Smith
Owner
Professional Seivice Agreement b etween City of Fort Worth and Studio Six Art Conseivation, I.LC
Execution Copy
Page 13 of22 OFFICIAL RECORD
CITY EC ETARY
FT. WORTH, TX
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible
for the monitoring an ministration of this contract, including
ensuring all per ,err , a nce and reporting requirements .
I
Jennifer Conn , u fie A1t Collection Manager
Arts Council o ort Worth & Tarrant County , Inc.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
REQUEST FOR QUALIFICATIONS (RFQ) PUBLIC ART CONSERVATION
Deadline: Wednesday, October 18, 2023 at 5:00 PM CST
Fort Worth Public Art, a City of Fort Worth program administered by Arts Fort Worth invites qualified
art conservators to submit letters of interest and proof of qualifications to provide care and maintenance to
the Fort Worth Public Art Collection. Interested applicants will demonstrate interest, knowledge, range,
skills, and availability to assist the program in maintaining a growing collection of artworks and
architectural enhancements in the collection.
Qualifications will be reviewed by City and Arts Fort Worth staff and two representatives of the Fort Worth
Art Commission. Successful candidates will be chosen based upon , but not limited to :
• Qualifications and Work Experience
• Media Specialty
• Reputation
• Availability
• Rate and Fee Schedule
• Ability to meet the requirements of the annual agreement with the City of Fort Worth (City)
A pre-qualified list of conservators for current and future projects will be selected for the purpose of
awarding annual contracts and work as needed. Selected conservators will enter into a written agreement
with the City of Fort Worth to provide all services related to conservation and ongoing maintenance of
specific artworks in the collection. Locals professionals are preferred; however , national teams may apply
by demonstrating cost-effective strategies to meet the needs of the collection.
The initial term of the Agreement will be for a period of one year , commencing on or after October 1, 2023 ,
and may be terminated by the City at any time without penalty or cause. At the sole discretion of the City,
a renewal option of four ( 4) one-year extensions after the initial term will be considered .
SCOPE OF SERVICES
Arts Fort Worth manages the Fort Worth Public Art program on behalf of the City as Contract Manager
and provides for the care and maintenance of the Fort Worth Public Art Collection, which includes artworks
in varying mediums including: 2-D artworks, sculpture, painted and tile murals, mosaics , mixed media
installations, and architectural enhancements. Artworks are sited on and in City of Fort Worth properties in
all Council Districts. The Fort Worth Public Art Collection includes contemporary commissioned works of
art and the Legacy Collection, artworks acquired by the City prior to 200 l or through donations. An
inventory is attached as Attachment A. Applicants are expected to exhibit expertise in various mediums
and materials. Selected firms will be contracted for services for specific artworks at the Contract Manager's
discretion.
The Request for Qualifications is open to professional fine art and cultural artifact and properties
conservators qualified to provide treatments in one or more of the following categories:
• Metal
• Organic Materials
• Stone and Tile
• Glass
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation, LLC
Execution Copy
Page 14 of22
• Architectural
• Mixed Media
Conservators may also be contracted to provide third-party reviews, condition assessments, treatment
proposals , and cost estimates at the request of the Contract Manager.
SUBMISSION REQUIREMENTS
Submissions must provide all requested information. Bids marked "Public Art Conservation -Fort
Worth Public Art" will be accepted until Wednesday, October 18, 2023 at 5:00 PM CST. Submissions
must consist of the following item s in the proper form and by the deadline in order to be considered:
1) Letter of Interest
2) Demonstration of Qualifications and Experience, Principal and Team
3) Treatment Philosophy
4) Firm Information
5) Rate and Fee Schedule -please include schedule detailing costs for specific services, standard
hourly rates, administrative time , and travel costs including per diem* as applicable , and
6) Proof of Insurance
By signing its Qualifications, conservator acknowledges that it has read and understands the
insurance requirements for the agreement. Conservator also understands that the evidence of
required insurance must be submitted within fifteen days following the signing of a professional
services agreement. Insurance requirements are attached as Attachment B.
Applicants are requested to forward a notification of interest and written questions regarding this
Request for Qualifications or the submittal requirements to Jennifer Conn via e-mail at
jconn @artsfortworth.org , copying TalkTo @artsfortworth .org . No phone calls, please. Clarifications,
additional information, corrections, or changes to the RFQ will be made in a timely manner to
applicants who submit a notification of interest.
Qualifications received after the deadline will not be considered. The City of Fort Worth and Fort
Worth Public Art are not responsible for non-receipt of Qualifications sent by U.S. mail or courier.
VIRTUAL PRE-BID ORIENTATION -Recommended , but not required. Held at the following date and
time:
DATE:
TIME:
Virtual Link:
Wednesday , October 4, 2023
1:00 PM
https ://us02web.zoom . us /j/89969898978 ?pwd=M0RFU3A3em 1 0dHZRL2tWVkRj Wm VkZz09
If a Pre-bid conference is held , the presentation and any questions and answers provided at the pre-bid
conference will be issued as an Addendum to the call for bids. If a pre-bid conference is not being held ,
prospective bidders can e-mail questions or comments to the project manager(s) at the e-mail addresses
listed below. Emailed questions will suffice as "questions in writing." If necessary, Addenda will be issued.
CITY'S RIGHT TO ACCEPT OR REJECT APPLICANTS: City reserves the right to waive irregularities
and to accept or reject any or all submissions.
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation , LLC
Execution Copy
Page 15 of22
* GSA Rates apply
AW ARD: City anticipates awarding contracts to more than one qualified applicant based on their
qualifications .
Please deliver a digital submission of your Qualifications to:
iconn@artsfortworth.org copying: TalkTo @artsfortworth.org .
or hard copies to:
Jennifer Conn, Collection Manager
Arts Fort Worth
Fort Worth Community Arts Center
1300 Gendy Street
Fort Worth , Texas 76107
PLEASE NOTE: The Fort Worth Community Arts Center is open Monday-Saturday, 9:00 a.m . -5:00
p.m .
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation, LLC
Execution Copy
Page 16 of22
tn "'O
>< ..,
(1) 0
() ~ C: V, -V, o· o· ~ ~ FO RT WORTH PUB UC ART INVEN TORY BY MEDIA (29AUG23)
n e:.
0 V) -0 (1) '-< ..,
< n·
(1)
► ~
(1)
(1)
3
(1) a
er
(1)
?
(1)
(1)
~
n q ·
0 ...,
'Tl
"'O 0
p, ;:..
()q ~ (1) -0
-...:i ;:..
0 ::r ..., p,
N ~
N a.
V) -C: a. o·
V)
:><°
~
n
0
~
V,
(1)
:2
tt .
0
?
r'
r' n
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation, LLC
Exec uti on Copy
Page 18 of22
ATTACHMENT B
INSURANCE REQUIREMENTS
INSURANCE REQUIREMENTS
PUBLIC ART PROJECTS -INSURANCE REQUIREMENTS
Contractor shall meet all the following insurance requirements for this Project. If Contractor subcontracts
fabrication, transportation, and/or installation of tl1e Work, tl1en Contractor shall also require his/her
subcontractor(s) to abide by all oftl1e following insurance requirements.
Commercial General Liability (CGL)
$1,000,000
$2,000,000
Each occurrence
Aggregate limit
Coverage shall include, but not be limited to, the following: premises, operations, independent contractors,
products/completed operation~, 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.
Bailee's/Property (if applicable)
TI1e inland marine policy shall provide per occurrence coverage at replacement cost value based on the
latest appraised value of the Artwork, which is entrusted to the Contractor and is considered to be in the
Contractor 's care, custody, and control and shall include property "in transit."
Automobile Liability
$1 ,000,000
or
$250 ,000
$500,000
$100,000
Each accident
Bodily Injury per person
Bodily Injury per occurrence
Property Damage
A commercial business policy shall provide coverage on "Any Auto," defined as autos owned, hired and
non-owned.
For Contractor and/or Contractor's Subcontractors who have employees : Workers' Compen~ation
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 A.ct (A.rt. 8308 -1.01 et seq. Tex. Rev. Civ. Stat.).
GENERAL POLICY REQUIREMENTS
The certificate of insurance shall include an endorsement naming the City of Fort Worth, its ' Officers ,
Employees and Volunteers as an "Additional Insured" on all liability policies. Exception: the additional
insured requirement does not appl y to Workers ' Compensation or Automobile policies .
Pagel of2
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation, LLC
Execution Copy
Page 19 of22
EXHIBIT B -CONSERVATOR'S RATE AND FEE SCHEDULE
STUDIO SIX ART CONSERVATION
Services:
On Site Conservation Treatment
Owner
Technician
In Stud io Conservation Treatment
Owner
Technician
RATE AND FEE SCHEDULE
Assessment, Condition & Post Treatment
Conservation Reports
• varies based on complexity of artwork/object
Admi nistrative Time
Travel Expenses:
Per Diem including Lodging
•• not applicable for travel within the DFW area
Mileage Reimbursement-standard rates
PROOF OF INSURANCE
Fees:
$ 150.00/hr
$95.00/hr
$ 135.00/hr
$85 .00/hr
$ 250 -$1200 per report•
$ 60.00/hr
per GSA**
perGSNIRS
I acknowledge that I have read and understand the i nsurance requirements for the agreement. I also
understand that the evidence of required insurance must be submitted within fifteen (15) days following the
sig ning of a professional services agreement.
PJ MO .SNl:tl I I=-
Brad Smith
Owner, Studio Six Art Conservation
www.Stud,oSixArtConservation.com
8431 Creekwood Drive Dallas Texas 75228
info@StudioSixArtConservation.com
972-415-1486
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation, LLC
Execution Copy
Page 20 of22
5
EXHIBIT C -TEXAS SALES AND USE TAX EXEMPTION CERTIFICATE
Texas Sa les and Use Tax. Exemption Certification
This ~rtifica e doe-S not reqr1ire a number to be vafid.
-°'~--.. -
City of Fort Worth, Tex.as
-•ISDwl'""'"-• P.O.""'°' _ _,_,
200 Texas Street
'
-~---,
817-392-8517
Cl,y , S-.llPCX>Oe
Fort Worth, Texas 76102
I, the purchaser med above, claim a exernp ·on from paymen o sale and
i ems described below or o the attached ord or invoice) mm:
s.i: All Vendo rs
(for pu of
S l a ________________ CHy , Sta• . ZlPcode: __________ _
Ocs~ionofi 0 be ::edorO<'lltle ori~:
All ite s. Pu rchase acknowtedq es a is Cert,!lcate cannot be used for e pun:hase, ~ase or
Purchas r c:lalm5 this emption for the following re son:
I undefstand thal I
lhe provWons of
b liable for payment of an &1ate and local
Ta Codi! end/or ppficalJle
s oc use
lurid t'$landthallf 1Hcrlminal en.se tog,ve an &emption oertiflcafetot orouab#e
1,;//lb cnadlnamanoor rlhsnlha.ta prossedlnlhi:s I .allddepcndingon
from a Class C misdemoanrx o a Ion)' ol the second degrae.
THIS CERTIFICA TE OOES HOT REQIJIRE A NUMBER TO BE VAUD .
Sales
become ctue
Th is certfficahl shoul d be furnished to the s upplier .
Do nm send the completed certific.ate to the Comptroller of P ublic Accounts.
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation, LLC
Execution Copy
Page 21 of22
to ~
EXHIBITD
VERIFICATION OF SIGNATURE AUTHORITY FORM
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Conservator and to execute any agreement, amendment,
or change order on behalf of Conservator. Such binding authority has been granted by proper order,
resolution, ordinance, or other authorization of Conservator. City is fully entitled to rely on the warranty
and representation set forth in this Form in entering into any agreement or amendment with Conservator.
Conservator will submit an updated Form within ten business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Conservator.
1. Name : f?AA D ~}'\ 111~
Position: (1\A)AJT!.12-.
Signature
2. Name : ____________ _
Position : -------------
Signature
3. Name : _____________ _
Position : ____________ _
Signature
Name :
f3f24f) 5/\11 mt=
Signature of President/ CEO
Title (if other than President/ CEO): t'LtJ ,tJ£fl-
Date: If• / b • ;i .. :'2)
Professional Service Agreement between City of Fort Worth and Studio Six Art Conservation, LLC
Execution Copy
Page 22 of22