HomeMy WebLinkAbout064484 - General - Contract - Art Restorations, Inc.CSC No. 64484
PROrL;SSIONAI. SI?R�'1CGS ��GREEiVIENT I3ET�VEFN ART RFSTORATIONS, INC.
AND TIiE CITY OF FORT WORTH FOR PROFESS[ONAL ARTS SERVICES
POR PUBt,IC ART
This PROP'rSSION,IL SLI2VICES ACREEMEN'I' ("Agreemenf') is made and entered
into by and bci��-een tl�e CiTl OT POR7' V►�OR7'H ("City"). .i home rule municipal corporation
acting b�� and d�rot�gh Dana RurghdoCf, its dufy autt�orized Assistant C'ity Manager, and ART
R�STOR:ITIONS, ING ("Coiitr'actor"1, a"l�exas corporation located at 7803 Inwood Road,
Dallas, Tcxas 75209 acting b}' and tl�rough rric- Crnss, its CEO, cach individually referred to as a
"pari}�'� and c�ollcctivcly rcfcn�cd to as thc "partics-" City has dcsignatcd t6e Arts Council of Fort
Wortli arid Tanant County, Iitc. d%b/a Arts Fort Worth ("Contract Manatrer") to manage this
Agreement un its behalf. The Contract Manager shall act through its designated Pi�blic Art
Collection ��anager.
1�'HERGAS. pursuant to Ghapter 2, Sections 2-56 through 2-61 of the ForC Worth Code of
Ordinances, the Fo�7 W'oi7h Public Art Program's goals are to create an enhanced visual
envir<�nmcnt for Foi't Worth resident:s, to commemorate the City's rich cultura] and ethnic diversiry,
to i�itegraie the design work of artists into the developmcnt of the City's capital infrastructure
iiuprovements, and to proroote tourism and economic vitality in the City through the artistic design
i�i'public. spaces;
4YHEREAS, the City has provided stewardship and funding for the maintenance and
conscrvatiun of artworks included in tl�e Fort Worth Public Art Coltcction ("Collection"):
VdHEREAS, on Septernber 10, 2025, the Contract Manager conducted an infonnal request
for quaiifications seeking individuals or organizations to provide as-needed professional services
to assist in maintaining the value, integriry, and authenticity of public artworks included in the
Collection;
WHEREAS, Contraetor is an established full-service arts services firm specializina in art
handling, art transit, and repairs and general maintenance for public art;
WHEREAS, the Contractor submitted a response and was selected to provide non-
exclusive professional art services;
WI�EREAS, City and Contractor desire to set out the tem�s and conditions under wluch
said Work shall be provided;
NOW, THEItEFORE, in consideration of the mutual covenants herein expressed. tl�e
parties agree as follows:
The Agreement shall include the foIlowing:
I. This Professional Serviees Agreement:
2. E�ibit A— Contractor's Rate and Fee Schedule;
3. E�chibit B— Texas Sales Tax and Loeal Sates Tax Exemption Certiticate; <uid
4. Exhibit C— Verification of Signarirre Authority Form.
Atl 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 beiween Yhe documents, thc terms and
coi�ditions af this Agrcement shall control.
Profe;sional Ser��ees Agrcamen[ b�hveen the Ci[y uf Fort Worth
and Art Restorations. Inc.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
The tenn "Contractor" shall include the Contractor and his/her of6cers, agents, employees,
representati��es, servants, contractors, and subcontractors.
SCOPE OF SERVICES.
].1 Co�itractor shall fully providc, or cause to be provided, with good faith and due
diligence, professional arl sciviccs far the Fort Worth Public Art Collection
(FWPA Collection) in accordance with the terms of this Agreement ("Services").
Tlie Services sl�all be based on tl�e Pub]ic Art Annual 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 a non-
exclusive and as-needed basis at the direction ofthe Contract Manager.
1.2 Contractar shall provide all supplies, materials, and equipment necessary to
provide deliverables and the Services required unless otherwise agreed to by the
parties, in writing, in advance of the Services.
1.3 Existing conditions hidden or concealed and not available for reasonable visual
observation discovered during the performance of the Services will be reported
promptly to the Contract Manager prior to commencing any further Services.
1.4 Upon request by the Contractor, the City may furnish all information, materials
and assistance required by the Contractor to perform the Services to the extent
that such materials and assistance are necessary and available.
1.5 Contractor, individually and through its approved subcontractors, shall take all
necessary precautions to protect and preserve the FWPA Collection. If City
determines, in its sole discretion, that Contractor or the Contractor's
subcontractors have damaged the FWPA Collection, then City shall inform
Contractor, in writing, of the damage. Contractor, at its own expense, shall have
thirty (30) days from receipt of City's written notice to repair the damage to the
FWPA Collection to the satisfaetion ofCity and at no charge to Ciry. If Contractor
fails to repair the damage to the satisfaction of City within thiriy (30) days after
receipt of the notice, or within the deadline otherwise agreed to by the parties,
then City shall have the right to deduct the cost of repairs from any remaining or
future payment due to Contractor under this Agreement, which shall be in
addition to any and all other rights and remedies available to City at law or in
equity.
1.6 Contractor shall provide a written report detailing the execution of the work,
including pre-existing conditions, repairs and treatments, and recotzunendations
for future maintenance. Images of all stages shall be submitted by digital transYer
or disk in concurrence with the delivery of the written report Contractor shall
comply with any request made by City pursuant to this Article 1.6 within thirty
calendar days after receipt of the written request.
�. — . �t-�---,.—��.,.a
Professiona] Services Agreement behveen the City of Fort Worth
and Art Restotations, Inc.
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2. TERn1.
7'liis A��eement shall begin on the date of the Assistant City Manager's signature
("Effcctivc Datc") and shall cxpirc on Scptcmber 30, 2026 ("tixpiration Date"), unless terminated
earlicr in accordance with this ngrecmen� ("Initial Tenn"). City ehall have the option, in its sole
discrction, to renew tl�is Agrecment under thc same terms and conditions, for up to four (4) one-
ycar rcneN•al options, at City's solc discrction.
3. COAIPENSATION.
City shall pay� Contrnctor thc hourly ratcs of Contractor personncl who perform specific
scrvices under this A�'ccmcnt in accordance with the provisions of this Agreement and Exhibit A
— Contractor's Ratc and Fee 5ched�ile. Total payroent madc undcr this Agreement by City shall
bc in an annual amount not to exceed Torty Thousand Dollars ($40,000.00). Contractor shall
not pe�tonn any additional services or bill for expenses incurred for City not specified by this
Agreement unless Conhact Manager requests and approves in writing the additional costs for such
services. City shall not be liable for any additional expenses of Contractor not specified by this
Agreenient unless ConTract Manager first approves such expenses in writing.
3.1 Services outlincd in this Agreement are based on hourly rates in accordance with
Contractor's Rate and Fee schedule, plus reasonable expenses, approved in
advance by the Contract Manager, and supported with receipt of documentation at
im�oicing, with total fee including, but not Iimited to, all reimbursable expenses.
3.2 Additional services, supplies, rentals, or deliverables must be approved by the
Contract Manager in writing in advance of performance, and the Contractor will
be compensated for any such additional services or reimbursables as agreed to by
the parties.
3.3 Payment from City to Contractor shall be made on an invoice basis for Ser�ices
rendered following receipt by Contract Manager from Contractor of a si� ed
invoice. The invoice shall be submitted to Contract Manager no later tban the 15th
day following the end of each month. If the Contract Manager requires additional
reasonable documentation, it shall request the same promptly after receiving the
above-described information, and the Contractor shall provide such additional
reasonable documentation to the extent the same is available.
3.4 The City is a tax-exempt arganization and no state or local sales taxes or federal
excise taxes shall be due. The City shall supply the Contractor with the "Tesas
Sales Tax and Local Sales Tax Exemption Certificate" in substantially the same
form as that attached hereto and incorporated herein as Eshibit B for use by the
Contractor in the fulfillment of this Agreement.
3.5 The Contractor shall be responsible for the payments of all expenses that aze
incurred during the performance oY this Agreement, including, but not limited to,
services, materials, mailing/shipping charges and insurance on submissions to the
Contract Manager, cost of all travel, and costs f'or the Contractor's agents,
consultants, and/or employees necessary for the proper performance of the
Services required under this Agreement.
Professional Services Agreement between Ihe City of Fort Worth
and Art Resrorations, ]nc.
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3.6 ln the event of a disputed or contested billing, only the portion being contested will
be «�ithheld fi'om payment, and the undisputed portion will be paid. Contract
Manager will exercise reasonableness in contesting any bill or portion thereof. No
interest �Uill accrue on any contcsted portion of the billing until Yhe contest has
becn mu[ually resolved.
3.7 For contested billings, tl�e City shall make payment in full to Contractor within
sisty (CO) days of lhc date the contested matter is resolved.
3.3 Contiactor shall makc timdy paymcnts to all persons and entities supplying labor,
matcrials, or cquipment for thc performance of this Agrecment. CONTRACTOR
SHALL DEFEND AND INDF.MNIFY THE CITY AND CONTRACT
MANAUER FROM ANY CLAIMS OR LIABILITY ARISING OUT OF
THF, CONTRACTOR'S FAILURE TO MAKF, THESE PAYMENTS.
4. TERMINATION.
A.1. Convenience. The City may terminate this Agreement at any time and for any
reason by providing the other pariy with at least thirty days' written notice of termination.
4.2. Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriatcd by the Fort Worth City Council in any fiscal period for any payments due hereunder,
City wiil notify Contractor of such occurrence, and this Agreement shall terminate on the last day
of the fiscal period for which appropriations were received without penalty or expense to the City
of any kind whatsoever, except as to the portions of the payments herein agreed upon for which
funds have been appropriated.
43. Duties and ObliQations of the Parties. In the event that this Agreement is
terminated prior to the expiration of the stated term, the City shall pay Contractor for services
actually rendered up to the effective date of termination, and Contractor shall continue to provide
the City with services requested by the City and in accordance with this Agreement up to the
effective date of termination. Upon termination of this Agreement for any reason, Contractor shall
provide the City with copies of all completed or partially completed documents prepared under this
Agreement. In the event Contractor has received access to City information or data in association
with the performance of services hereunder, Contractor shall return all City-provided data to the
Ciry in a format deemed acceptable to the City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Contractor hereby warrants to City that Conhactor has
made full disclosure in writing of any existing or potential conflicts of interest related to
Contractor's services under this Agreement. In the event that any conflicts of interest arise after the
Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to
City in writing.
5.2 Confidential Information. Contractor, for itself and its officers, agents and
employees, agrees that it shall treat all infonnation provided to it by Ciry ("City Information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of City.
Professional Services Agreemen[ between the City of Fort Worth
and Art Restorations, inc.
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5.3 Unauthorized Access. Contractor shall store and maintain City information in a
secure manner and shall not allo�v unauthorized users to access, modi fy, delete or otherwise corrupt
City Infonnation in a�iy N�ay. Contractor shall notiFy City immediately if the security or integrity
of any City Inionnation has becn compromiscd or is bclicvcd to have been compromised, in which
c�cnt, Contractor shall, iu good f��ith, use all coulmcrcially reasonable efforts to cooperate with
Ciry in idciitifying what infonnation I�as bccn acccsscd by unauthorized means and shal] fully
cooperate witl� City to protect such City Information Croin further imauthorized disclosure.
6. RIGHT TO AUD1T.
Contractor agrecs that City shall, until the expiration of threc (3) years after final payment
under tltis contract or the final conclusion of any audit commenced during the said three (3) years,
havc acccss to and the right to examinc at reasonable timcs any directly pertinent books, documents,
papecs, and records, including, but not limited to, all electronic records, of Contractor involving
transactions relating to this Agreement at no additional cost to City. Contractor agrees that City
shall have access during nonnal working hours to all necessary Contractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. City shall give Contractor reasonable advance notice of intended audits.
INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Contractor shall operate as an independent
contractor as to all rights and privileges and work performed under this Agreement, and not as
agent, representative, or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Contractor shall have the exclusive right to control the details oY its
operations and activities and be solely responsible for the acts and omissions of its officers, agents,
servants, employees, consultants, and subcontractors. Contractor acknowledges that the doctrine of
respondeat superior shall not apply as between City, its officers, agents, servants, and employees,
and Contractor, its officers, agents, employees, servants, contractors, and subcontractors.
Contractor further agrees that nothing herein shall be construed as the creation of a partnership or
joint enterprise between City and Contractor. It is further understood that City shall in no way be
considered a co-employer or a joint employer of Contractor or any officers, agents, servants,
employees, or subcontractors of Contractor. Neither Contractor nor any officers, agents, servants,
employees, or subcontractors of Contractor shall be entitled to any employment benefits from City.
Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf
of itself and any of its officers, agents, servants, employees, or subcontractors.
S. LiABILITY AND INDEMNIFICATION.
8.1 L/ABIL7TY- CONTRACTOR 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 NECLIGENT
ACT(S) OR OMISS]ON(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF
CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
8.2 GENERAL INDEMNIF/CATlON - CONTRACTOR HEREBY CO[�ENANTS
AND AGREES TO /NDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS
OFFICERS, AGENTS, SERVANTS, AND EMPLOYE�'S, FROM AND AGAINST ANY AND
ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
Prof'essional Services Agreemen[ between the Ciry of Fort Worth
and Art Restorations, Inc.
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I�,�, - - - - �
DAA�AGE OR I.OSS TO CONTRACTOR'S /3USINF,SS AND ANY RESULTING LOST
PROFITS) AND/OR PT;RSON�IL IN,IURY, /NCI.UDING DEATII, TO �1NY �IND A/_!_
PERSONS, ARISIII'G OUT OF OR IN CONNECTION W/T// TI//S �I GRF,F.MF,NT, TO THE
EaTF,VT CAUSFD I3Y THE 1VF.GI IGENT �1 CT,S OR OMIS.SION,S OR M�II.FEiIS�iNCE OF
CO.�'TRACTOR, ITS OFFICERS, AGENTS. SCR6ANTS, OR EMPI.OYEES.
9. :1SSIGNDIENI' AND SUBCONTI2AC'1'ING.
9.1 Assi ni�nent. Contractor shall not assign or subcontract any of its duties,
obligations, or rights under diis Agreement without the prior written consent of Contract Manager.
lf Cit�� grants consent to an �ssignment, thc assignee shall execute a written agreement with City
and Conh�actor undcr �vhich the assignee agrees to be bound by the duties and obligations of
Contractor under this Agreement. Contractor and assignee shall be jointly liable for all obligations
of Contractor under tl�is Agreement prior to the effective date of the assignment.
9.2 Subcontract. lf City grants consent to a subcontract, subcontractor shall execute a
written agreement with Contractor referencing this Agreement under which subcontractor shall
agree to be bound by the duties and obligations of Contractor under this Agreement as such duties
and obligations �nay apply. Contractor shall provide City with a ful(y executed copy of any such
subcontract.
10. INSURANCE.
Contractor shall provide City with certificate(s) of insurance documenting policies of the
iollowing types and minimum coverage limits that are to be in effect prior to commencement of
any work pursuant to this Agreement:
10.1 Covera�e and Limits
(a) Commercial Genera] Liability:
$1,000,000- EachOccurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Contractor, its employees,
agents, representatives in the course of providing services under this
Agreement. "Any vehicle" shall be any vehicle owned, hired and non-
owned.
(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any
other state workers' compensation laws where the work is being
perfonned
Professional Services Agreement between the City of Fort Worth
and Art Restorations, Inc.
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Ctnploycrs' liability:
$]00,000 - l3odily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by discase, each employee
$500,000 - [3odily [njury by discasc; policy limit
]0.2 Gencral Reguirements
(a) The commercial general liability and automobile Iiability policies shall
name City as an additional insured thereon, as its interests may
appear. The term "City" shall includc its employees, officers, officials,
agents, and volunteers with respect to the contracted services.
(b) The workers' compensation policy sha]] include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. A minimum of ten (10) days'
notice shall be acceptable in the event of non-payment of premium. Notice
shall be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth
Trail, Fort Worth, Texas 76102, with copies to the Fort Worth City
Attomey at the same address.
(d) The insurers for all policies must be licensed and/or 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.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(� Certificates of I�surance evidencing that Contractor has obtained all
required insurance shall be delivered to the City prior to Contractor
proceeding with any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS ORDINANCES, RULES, AND REGULATIONS.
Contractor agrees that in the performance of its obligations hereunder, it shall comply with
all applicable federal, state, and local laws, ordinances, rules, 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, rules, and regulations. If City notifies Contractor of any violation oY such
]aws, ordinances, rules, or regulations, Contractor shall immediately desist from and correct the
violation.
12. NON-D1SCRIMINATION COVENANI'.
Contractor, for itself, its personal representatives, assigns, subcontractors, and successors
in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties
Professional Services Agreement between [he City of Fort Worth
and Art Restorations, lnc.
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� .'���.�.�.�� .�.�
and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or �roup of individu�ls on any basis prohibited by law. IF ANY CLAIM ARISES
FROM AN ALLEGED VIOLA7'lON OF THIS NON-DISCRIM�NA"I'ION COVENANT BY
CONTRACTOR, ITS PCRSONAL RCPRT,SENTATIVES, ASSIGNS,
SUBCONTRACTORS, OR SUCCI'sSSORS IN IN"fERTST, CONTRACTOR AGREES TO
ASSUAIE SUCH LIAI3ILITl' AND TO INDCMNIP'Y AND DEFEND CITY AND HOLD
CIT1' HAR�I4LESS FROA1 SUCH CLAIM.
13. N07'ICES.
Notices required pursuant to the provisions of this Agrecroent shall be eonclusively
detcnnined to liave bcen delivered whcn (1) hand-delivered to the other party, its agents,
cmplo} ces, servants, or representatives, (2) delivered by facsimile with electronic confirmation of
thc transmission, or (3) received by the other party by United States Mail, registered, return receipt
requested, addressed as follows:
To CITY: � To CONTRACTOR:
City of Fort Worth
Atm: Dana Burghdoff, Assistant City
Manager
100 Fort Worth Trail
Fort Worth, TX 76102
Art Restorations, Inc.
Eric Cross, Chief Executive Officer
7803 Inwood Road
Dallas, Texas 75209
Copies to:
Trey Qualls, Office of the City Attorney
100 Fort Worth Trail
Fort Worth, TX 76102
Anne Allen, Arts Fort Worth
512 W. 4"' Street
Fort Worth, TX 76102
14. SOLICITATION OF EMPLOYEES.
Neither City nor Contractor 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 employee 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 person's employer. Notwithstanciing 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.
It is understood and agreed that City does not waive or surtender any of its governmental
powers or immunities by execution of this Agreement.
��r-1 �- �� � . � , _�..__.� ;, J-. ,. , _..� . .. `: � � ,,... _.. � ��.' �',,,-��,._ ,���..._. . �
Professional Services Agreement between the City of Fort Worth
and Art Restorations, Inc.
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16. NO VI'AIVER.
The failure of City or Contractor to insist upon the performanca of any term or provision
of this Agrcemcnt or to cxcrcisc any right grantcd hercin shall not constitute a waiver of City's or
Contractor's respcctivc rig6t to insist upon appropriate perfarmance or to assert any such right on
any tuture occasion.
17. GOVERNING LAW / VENUE.
This Agt'eement shall be construed in accordancc with the laws of the State of Texas. If
anv action, ���liethcr rcal or assertcd, at law or in cquity, is brought pursuant to this Agreement,
ve�uc for euch action sl�all lic in state comts located in Tarrant County, Texas or the United States
Distric� Court far tlic Northem District of Texas, Fort Worth Division.
18. SE�'ERABILITY.
lf 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.
City and Contractor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but
not limited to, compliance with any government law, ordinance, or regulation, acts of God, acts of
the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor resYrictions
by any governmental authority, transportation problems, 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 reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or
its exhibits.
22. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a party
hereto unless set forth in a written instrument executed by an authorized representative of each
party.
Professional Services Agreement between the City of Fort Worth
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23. ENTIRETI' OF AGREEMENT.
This Agreement, incluciing its exhibits, co��tains the entire understanding and agreement
bet���ecn City and Contractor, including ihcir assigns and successors in interest, as to the mattets
contained hcrciti. Any pnor or contemporaucous oral or written agreement is hereby declared null
and void to dic extent in confliet �w-ith any pro�'ision of Uiis Agrcement.
24. COUN7'ERPARTS.
This Agreement may bc cxccuted in onc or more counterparts �nd each counterpart shall,
for all purposes, be deemed an original, but all such co�mterparts shal] together constitute one and
Yhe samc inshumcni.
25. R ARRANTl' OF SERVICES.
Contractor warrants that its services will be of a high quality and conform to generally
Prevailing industry standards. City must give written notice of any breach of this warranty within
thirty (30) days from tlle date that the services are completed. In such event, at Contractor's option,
Contractor shall cither (a) use commercially reasonable efforts to re-perform the services in a
manner tl�at confonns with the warranty, or (b) refund the fees paid by City to Contractor for the
nonconforniing services.
26. IMMIGRATION AND NATIONALITY ACT.
Contractor shall verify the identity and employment eligibility of its employees who
perfonn work under this Agreement, including completing the Employment Eligibility Verification
Fonn (I-9). Upon request by Ciry, Contractor shall provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this
Agreement. Contractor 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 Contractor employee who is
not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY
AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES
DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR OR
CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.
Gity, upon written notice to Contractor, shall have the right to immediately terminate this
Agreement for violations of this provision by Contractor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, proced�ues, guides,
and docmnentation, created, published, displayed, and/or produced in conjunction with the services
provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole and
exclusive owner of all copyright, patent, trademark, trade secret, and other proprietary rights in and
to tl�e Work Product. Ownership of the Work Product shall imire to the benetit oi' City from the
date of concepUon, creation, or fixation of the Work Product in a tangible medium oY expression
(whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a
"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the
extent such Work Product, or any part thereof, is not considered a"work-made-for-hire" within the
meaning of the Copyright Act of 1976, as amended, Contractor hereby expressly assigns to Ciry all
exclusive right, title, and interest in and to the Work Product, and all copies thereof, and in and to
the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may
Professional Services Agreement between the Ciry of FoR Worth
and Art Restorations, Inc.
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have or obcain, �mithout further consideration or documentation, free from any claim, lien for
balance due, or iights of retention thereto.
28. SIGNATURE AUTHORITY.
Thc person signiiig this Agrcement hcrcby warrants that he/she has the legal authority to
caccute this Agrccnrent ou bchalf of thc respective party, and that such binding authority has been
g antcd by proper order, resolution, ordinance, or other authorization of the entity. This Agreement
and any amendmcnt hercto, may be cxecuted by any authorized representative of Contractor whose
name, title, and signature is al7ixed on the Verilication oF Signature Authority Fbtm, which is
attaclicd hcrcto as �xhibit "C". Each party is fully entiticd to rely on these warranties and
rcprescntations in entering into this Agrccmcnt or any amendment hereto.
29. CHAnGE IN COAIPANY NAME OR OWNERSfIIP
For dre purpose of maintaining itpdated City records, Contractor shall notify Ciry's
Purchasing �4anager, in writing, of a company name, ownership, or address change. The president
of Contractor or authorized official must sign the letter. A letter indicating changes in a company
name or ownership tnust be accompanied with supporting legal documentation such as an updated
W-9, docwnents filed with the state indicating such change, a copy of the board of director's
resolution approving thc action, ar an executed merger or acquisition agreement. Failure to provide
the specified documentation may adversely impact future invoice payments.
30. ISRAEL.
If Contractor is a company with ten or more full-time employees and this Agreement is for
� 100.000 or more, Contractor acicnowledges that in accordance with Chapter 2271 of the Texas
Government Code, the City is prohibited from entering into a contract with a company for goods
or services unless the contract contains a written verification from the company that it: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott
lsrael" and `bompany" shall have the meanings ascribed to those terms in Chapter 2271 of Uie
Texas Government Code. To the extent that Chapter 2271 of the Texas Government Code is
applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's
signature provides written verifteation to the City that Contraetor: (I) does not boycott Israel;
and (2) wil! not boycon 7srael during the term of the Agreement.
31. ENERGY COMPANIES.
If Contractor is a company with ten or more full-time employees and this Agreement is tor
$100,000 or more, Contractor acknowledges that in accordance with Chapter 2?76 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 Che 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 meanings ascribed to those terms by Chapter
2276 of the Texas Government Code. To the extent that Chapter 2276 of the Texas Govemment
Code is applicable to this Agreement, by signi�tg this Agreement, Contractor certifies that
Contractor's signature provides wri#en veriftcation to the City that Contractor: (1) does not
boycott ener�y companies; and (2) wi![ not boycott energy companies during the term oj'this
Agreement.
Professiunal Services Agreement between [he City of Fort Worih
and Art Restoralions, Inc.
l 1 of 17
32. FIREARMS AND Al1'f111UNITIONS INDUSTRIES.
lf Contractor is a company with ten (10) or more full-time employees and this Agreement
is for $100,000 or morc, Contrac�tor acknowlcdgcs that in accordance with Chapter 2274 of the
Tcxas Goccnm�cnt Codc, thc City is prohibited from cntcring into a contract for goods or services
unless tl�e contract contains a written veritication fiom the company that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
associafion; and (2) will not discriminatc against a firearm entity or firearm trade association during
the tenn ofthe contract l'he tenns "discriminate," "firearm entity," and "firearm trade association"
have the meanings ascribed to those tenns by Chapler 2274 of the Texas (iovernment Code. To
the crtent that Chaptcr 2274 of the Tcxas Governmcu[ Codc is applicable to this Agteement, by
signing thi.c Agreen�ent, Contractor certifies that Contractnr'.c .signuture pmvides written
i�erifrcalinn M the City thnt Contractor: (1) dnes �rot have a practice, �o<«y, guidance, or directive
Nrat dLscrimi�tntes agai�tst a frr•enrn� entity or _fireurn: trade ussociution; und (2) will not
drscrinrinate a�ains/ a f[reai•m e�rtily or firenrm trnde associution during the term of this
A�reement.
Professional Services Agreement between Ihe City of Fort Worth
and Art Restorations, ]nc.
12 of 17
ACCEPTED AND AGREED: CITY OF FORT WORTH: By t>� Bur� efJ-
Nam�abij,ijb#qBec 17, 2 �4-05 Title: Assistant City Manager
Date: 12/.J._7__,_,/L.t.2.v0lL2J5-----CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
perfonnance an eporting rO<lluirv11111emstenn;fer Conn ON: cn=Jennifer Conn, o=Arts Fort Worth, ou=Public Art,
By:
Name: Jennifer Conn
email=jconn@artsfortworth.org Date: 2025.12.09 09:2 :1 -06'00'
By: Title: Public Art Collection Manager, Arts Fort
Namefvlftfo\tirciattl<(Dec 17 2025 12:09:00 C 7'Yorth Title: Library Director ' ATTEST: By e A �
Name:�dall
Title: rty Secretary CONTRACTOR: By: Name:
Title:
Date: Professional Services Agreement between the City of Fort Worth and Art Restorations, Inc. 13 of 17 APPROVED AS TO FORM AND LEGALITY: By:/fo �wz#/4 Name: �ey ualls
Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: No M&C Required
EXIIIBIT A
CONTRACTOR'S RA'TG AND FEG SCHEDULF.
Rate Schedule
Art Restorations Inc. provides expert art mnservation and res[oration services with transparent pncing
taibred to projeci scope and complexity. Below is a summary of our standard rates and applicable fees:
Seivice T e I Addltional Fees I�I
YP � Hourly Rate ,
Onsite Consultation I$150.00/hr indusive of travel I Akervhours surcharge may
(Field-Based Consultation/ I time to and from site and time I, apply
Installation Site Review/ Pubhc � allocated for preparing required project dependent materials
or Private Art Site Assessment) I documentation may be addilional cost based on
� � �� project requirements
Onsite Repair Services $225.00/hr indusive ot travel I qfter-hours surcharge may
(field-Based Restoration time to and from site and time i apply
Servi[es/ Installatlon Site allocated for preparing required � project dependent materials
Services/ Public or Private Art documentatlon I, may be additional cost based on
Maintenance & Repair) I
�I projectrequirements
�i Onsite: Induded in onsite rates ',
Prioritized scheduling based on
�� �� conservatoranddient
� I availability
Inhouse: SO% upcharge on I
Expedite order fees quoted subtotal I
•Applies when prioritlzing �',
above current projects.
Completion tlme varies by s�ope i
Inhouse Rates (Non-RFQ Scope)
These rates apply to general conservation and restoration services performed at our Dallas
faciliry. They are not applicable to the smpe of work outlined in this RFQ but are induded for
reference:
Object Type Starting � Notes
Rate
�Ob'eds sgp+ Includes ceramics, glass, and decorative i[ems. final quo[e
based on condition and scope. -- -----
Paintings Varies Pnang depends on size, medium, and trea[ment complexity.
��—�--- -. ._—. _.
Professional Services Agreement betweeo the City of Fort Worth
and Art Restorations, Inc.
14 of 17
�' Starting Notes
i Object Type �I', Rate �
�W°°dl & Metal �$75+ ���dudes furniture, sculpture, and mixed media. Final quote I
Ob'ect�� based on.materials and damage.
Additional Notes:
Inhouse rztes and quot�ng systems vary depending on:
• Project department
• Scope o( materials
• Treatment type
• Supply costs
• Time required for individual processes
These inhouse rates are not appliwble to scope-of-work requests under this RFQ. Onzite retes typically
inciude facrors such as materials and time involved. Rates are subjed to change based on project
complexRy.
"Detailed quotes are available upon request.
Professional Services Agreement between the City of FoR Worth
and Art Restorations, Inc.
15 of 17
E�IIIBIT B
TEXAS SALES TAX AND LOCAL SALES 7'AX LXEMPTION CERTIFICATE
�..., _.u��,
�:�;z �.,,.._.
I, ihe purchaser nemed ebwe. claim an exemption fmm paymenz oF sales and use taxes (tor Me purchase of taueb�e
items described belaw or on Me attnchetl ardEv or imroi.ce) fmm:
Seller. All Vendors
56eet aCdress�. Cicy. State, Z1P
�esmplion ot ite�rs hi be qachased or on lhe altachetl oNer a a�voice-
Purrhaser daims �his ezemptlon Ax the foBwring reason:
I undersland 6wt I will 6e liahle (or payment of all slate aeM local sales or use ti<es whi� may bewme due fw Failure to cnmp7y wid�
tlie prouizions ot the Tax Caie and(m all apPlica6le laN.
I �mdcismnd tlratilis a aimnaf oftmse fo pre an exm�pEron oer7n6wfe (oihe seAp+�Iwtarahkitcv� Naaf I Imow, atA5e timz o/purc�rase,
niNbe wedin a mannxo�herd!�an fhat a.xpressed in fhrs ceJtdicafe, attddeper�ng arlhearrount o(ta� evaded, fhe oHense mayrarge
fivm a Glaas C misdemeann b a Ielmy o/ the semrid depee
rwwn ,� �
9�gn �_ Chief Finenaal Officer 03113f2024
here� ,
NOTE' This certiRcaOe cannol6e eswed [w the puchase, lease, or renFal d a mota�r uetucle_
T}US CERT7FlCATE DOES NOi REQUIRE A NILMBER TO BE VALIQ.
Sales and Use Tax'Exemptian Num6e�s' or "Tax FxempC' Nwnbcvs do not cust
This ce�oale should 6e (umist�ed to Yre suppller. Do nM send thc mmpYNed aertdwale to Ihe CanP�dler of Pu6tic Amourtts
Profess�onal Services Agreement between the Ciry of Fort Worth
and Art Restora[ions, lnc.
16 of 17
Texas Sales and Use Tax Exemption Certification
T7ris ce�t�cafe doee, not repuire a number M be vaNd.
EXI�IBIT C
VERIFICATION Or SIGNATURE AUTHORITY
Sxecution of this Signature Verification Form ("Porm") hcrcby certifics that the foflowing individuals
and/or positions havc tlte authority to Icgally bi�id Contractor and to execute any agreement, amendment,
or cl�ange order on bchalf of Contractor. Sucli binding authority has been granted by proper order,
resolution, ordinance, or other aud�orizalion of Contractoc City is fully entitled to rely on the warranry and
representation set foith in this Fonn in cntcring into any agreement or amendment with Contractor.
Contractor ��-ill subrnit an updated Fonn within tcn (10) businass days if there are any changes to the
signator}� authotity. City is entiticd to rcly on any cu�Tent cxecutcd Form until it receives a revised Form
fhal has bccn properly cxccutcd by Contractor.
1. Name:
Position:
Signature
2. Name:
Position:
Signaturc
3. Name:
Position:
Signature
Name: ��i� C�i�s
Signature o resi O
Other Title: /�nYr✓��
Date: j�11 �Zo23'
�
Professional Services Agreement between the Ciry of Fort Worth
and Art Restorations, Inc.
17 of 17
City Secretary’s Office
Contract Routing & Transmittal Slip
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
Contractor’s Name:
Subject of the Agreement:
M&C Approved by the Council? *Yes No
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes No
If so, provide the original contract number and the amendment number.
Is the Contract “Permanent”? *Yes No
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential?*Yes No If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: Expiration Date:
If different from the approval date. If applicable.
Is a 1295 Form required?* Yes No
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number:If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes No
Contracts need to be routed for CSO processing in the following order:
(Approver)
Jannette S. Goodall (Signer)
Allison Tidwell (Form Filler)