HomeMy WebLinkAboutContract 51240 CITY SECRETARY
R�CF� CONTRACT NO. qo
FP
/Iy� /02 6 PROFESSIONAL SERVICES AGREEMENT
/Iys�C BETWEEN NU,INC.,D/B/A NU-DESIGN AND THE CITY OF FORT WORTH
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation
situated in Texas, acting by and through Jesus J. Chapa, its duly authorized Assistant City Manager, and
NU, INC.,D/B/A NU-DESIGN(the"Contractor"), a TEXAS FOR PROFIT CORPORATION, located
at P.O. Box 14116, Arlington, Texas 76094 and acting by and through KELLY HART, ITS DULY
AUTHORIZED VICE PRESIDENT, each individually referred to as a "party" and collectively
referred to as the "parties." City has designated the Arts Council of Fort Worth and Tarrant County,
Inc. to manage this Agreement on its behalf("Contract Manager"). The Contract Manager shall act
through its designated Public Art Collection Manager.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—Multi-Year Information Technology Delivery Order
3. Exhibit B—Network Access Agreement
4. Exhibit C—Fee Schedule
5. Exhibit D—Compensation and Payment Schedule
6. Exhibit E—Texas Sales and Use Tax Exemption Certificate
7. Exhibit F—Affidavit
All Exhibits 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 Professional Services
Agreement shall control.
The term "Contractor" shall include the Contractor, and his officers, agents, employees, representatives,
servants,contractors or subcontractors.
The term"City"shall include its officers,employees,agents,and representatives.
1. SCOPE OF SERVICES.
1.1. Contractor hereby agrees to provide the City with professional information technology
services related to the City's public art program, including, but not limited to: pre-fabrication consulting
and review of proposed time-based media artworks; programming, and maintaining light and sound
installations; and other duties related to specific artwork installations as outlined in this section.
Contractor will be compensated at rates set out in Exhibits "C" and "D," attached hereto and
incorporated herein for all purposes. Contractor shall be available on-call to the City, including some
nights and weekends. Contractor shall submit written reports documenting services when requested by
City.
1.2. Each service to be performed or project assignment will be performed in accordance
with a fully executed Annual Information Technology Delivery Order attached as Exhibit "A" and
incorporated herein for all purposes.
1.3 Contractor shall coordinate with the City to schedurOFFICIAL
k at the a A cations.
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1.4. City is a tax-exempt organization and no state or local sales taxes or federal excise taxes
shall be due pursuant to this Agreement. City shall supply Contractor with the certificate for use by
Contractor in the fulfillment of this Agreement in substantially the same form as Exhibit `B," Texas
Sales and Use Tax Exemption Certificate,which is attached and incorporated herein for all purposes.
1.5. Additional services, supplies, rentals, or deliverables must be approved in writing in
advance of performance. Contractor will only be compensated for any such additional services or
reimbursed as agreed to by the parties.
1.6. Contractor shall be responsible for the payments of all expenses incurred that pertain to
services being performed under this Agreement, including but not limited to Contractor's services, cost of
equipment, materials, mailing/shipping charges, engineer's insurance, engineering costs, other insurance
costs, costs of all travel for Contractor and any other subcontractors, and any additional costs for the
Contractor's agents, Contractors, subcontractors or employees necessary for the proper performance of
the services required under this Agreement.
1.7. Contractor shall make timely payments to all persons and entities supplying labor,
materials, services,or equipment for the performance of this Agreement. THE CONTRACTOR SHALL
DEFEND AND INDEMNIFY THE CITY AND THE CONTRACT MANAGER FROM ANY
CLAIMS OR LIABILITY ARISING OUT OF THE CONTRACTOR'S FAILURE TO MAKE THESE
PAYMENTS. Contractor shall furnish the City an affidavit certifying that all bills relating to services
or supplies used in the performance of this Agreement have been paid, attached hereto as Exhibit "F,"
Affidavit,which is attached and incorporated herein for all purposes.
2. TERM.
This Agreement shall commence upon the date that both the City and Contractor have executed
this Agreement ("Effective Date") and shall expire on the first day of the month next following one (1)
year ("Initial Term"). The City may, at its sole discretion, opt to renew and extend this agreement for
three additional one year terms ("Renewal Terms"). Any Renewal Terms shall be duly executed in
writing by the parties.
3. COMPENSATION.
The City shall pay Contractor an amount not to exceed THIRTY THOUSAND DOLLARS AND
NO CENTS ($30,000.00) in accordance with the provisions of this Agreement as outlined in Exhibits C
and D. If any conflict exists between the Agreement and Exhibits C and D, the terms of Exhibit D shall
control first followed by Exhibit C then the Agreement. Payment from the City to the Contractor shall
be made on an invoice basis following receipt of a signed invoice with adequate deliverables provided at
submission of invoice, all in form acceptable to the City. Contractor shall not perform any additional
services for the City not specified by this Agreement unless the City requests and approves in writing the
additional costs for such services. The City shall not be liable for any additional expenses of Contractor
not specified by this Agreement unless the City first approves such expenses in writing.
4. TERMINATION.
4.1. Convenience. The City or Contractor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
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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 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.
4.3. Breach. Subject to Section 28 herein, either party may terminate this Agreement for
breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 28.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, 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 as a requirement to perform services hereunder, Contractor 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. Contractor hereby warrants to the City that Contractor 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 the City in writing.
5.2. Confidential Information. Contractor, 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. Contractor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Contractor 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,
Contractor 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 disclosure.
6. RIGHT TO AUDIT.
Contractor agrees that the City shall, until the expiration of three (3) 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 Contractor involving transactions relating to this Contract at no additional cost to the
City. Contractor agrees that the City shall have access during normal 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. The City shall give Contractor reasonable
advance notice of intended audits.
Contractor 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 (3) years after final
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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 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 the City. Subject to and in accordance with the conditions and provisions of this
Agreement,Contractor shall have the exclusive right to control the details of its operations and activities
and be solely responsible for the acts and omissions of its officers, agents, servants, employees,
contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall
not apply as between the 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 the 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 the 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.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY. 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 NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION. CONTRACTOR 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
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONTRACTOR'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
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Contractor 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 Contractor the
right to subcontract engineering services. If the City grants consent to an assignment, the assignee shall
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execute a written agreement with the City and the Contractor under which the assignee agrees to be
bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee
shall be jointly liable for all obligations of the Contractor under this Agreement prior to the effective date
of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written
agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to
be bound by the duties and obligations of the Contractor under this Agreement as such duties and
obligations may apply. The Contractor shall provide the City with a fully executed copy of any such
subcontract.
10. INSURANCE.
Contractor 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 Contractor.
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
10.2. Coveraize and Limits for Contractor's Subcontracted En i�neer.
(a) Commercial General 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 services.
(b) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage
shall be provided to the City. 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, 200 Texas
Street, Fort Worth,Texas 76102,with copies to the City Attorney at the same address.
(c) 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
City's Risk Management. If the rating is below that required, written approval of City's Risk
Management is required.
(d) Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that the Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to
this Agreement.
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11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Contractor agrees that in the performance of its obligations hereunder, it will 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 the City notifies Contractor of any violation of such laws,
ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
As a condition of this Agreement, Contractor covenants that it will take all necessary actions to
insure that in connection with any services under this Agreement, Contractor, its employees, and
subcontractors will not discriminate in the treatment or employment of any individual or groups of
individuals on any basis prohibited by law, either directly, indirectly or through contractual or other
arrangements. Contractor shall also comply with all applicable requirements of the Americans with
Disabilities Act, 42 U.S.C. §12101-12213, as amended. In this regard, Contractor shall keep, retain and
safeguard all records relating to this Agreement or work performed hereunder for a minimum period of
three (3) years from final Agreement completion, with full access allowed to authorized City
representatives, upon request, for purposes of evaluating compliance with this and other provisions of
the Agreement. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-
DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES,
ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, CONTRACTOR 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 requested, addressed as
follows:
City of Fort Worth Nu,Inc.d/b/a Nu-Design
Attn: Jesus J. Chapa,Assistant City Manager Attn:Kelly Hart
200 Texas St. P.O. Box 14116
Fort Worth TX 76102-6311 Arlington, TX 76094
Facsimile: (817)392-8654 Facsimile: (817) 874-6486
With Copy to the City Attorney
At same address
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Contractor shall, during the term of this Agreement and additionally for a
period of one (1) 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. Notwithstanding the foregoing,
this provision shall not apply to an employee of either party who responds to a general solicitation of
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advertisement of employment by either party.
15. GOVERNMENTAL POWERS/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 Contractor to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Contractor'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 shall lie in 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 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 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 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 exhibits hereto.
22. AMENDMENTS.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
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set forth in a written instrument, which is 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
Contractor, their assigns and successors in interest, 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 via email shall be as legally binding for all
purposes as an original signature.
25. WARRANTY OF SERVICES.
Consultant warrants that its 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 within thirty
(30) days from the date that the services are completed. In such event, at Consultant's option, Consultant
shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms
with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services.
This warranty section shall survive any expiration or termination of this Agreement.
26. IMMIGRATION NATIONALITY ACT.
Contractor shall verify the identity and employment eligibility of its employees who perform
work under this Agreement, including completing the Employment Eligibility Verification Form (I-9).
Upon request by City, 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, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Contractor, shall have the right to immediately terminate this
Agreement for violations of this provision by Contractor.
27. INFORMAL DISPUTE RESOLUTION.
Except in the event of termination pursuant to Section 4.2, if either City or Contractor 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 (10) business days of receipt of the notice, both parties shall commence the
resolution process and make a good faith effort, either 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
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arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60)
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 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
process,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 agree, in writing, to extend or modify any of the time deadlines set forth in this
Agreement.
29. CHAPTER 2270 OF THE TEXAS GOVERNMENT CODE.
Contractor acknowledges that in accordance with Chapter 2270 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 Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Professional Services Agreement, Contractor certifies that
Contractor's signature provides written verification to the City that Contractor: (1) does not
boycott Israel, and(2) will not boycott Israel during the term of the contract.
30. CITY'S NETWORK ACCESS.
If Contractor, and/or any of its employees, officers, agents, servants or subcontractors, requires
access to City's computer network in order to provide the services herein, Contractor shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit `B" and incorporated
herein for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 10th day
of September ,2018.
ACCEPTED AND AGREED:
CITY OF FORT WORT CONTRACTOR:
By: By:
Jesus J. Chapa Nu nc., DB/A NU DESIGN
Assistant Cit Manager Kelly Hart, Vice President
Date: Date: 9/7/2018
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CITY SECRETARY
FT.WORTH,TX
APPROVED AS TO FORM AND LEGALITY:
3
Jessica Sangsvang
Senior Assistant City Attorney
ATTEST:
ary Kay 0 V
City SecretaryU ` k
Form 1295:_n/a
Contract Authorization: 'CXp►S
M&C: n/a C
CONTRACT COMPLIANCE MANAGER:
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract,
includi ensuring all performance and reporting requirements.
Jen ifer Conn
Pu is Art Coll ion and Special Projects Manager
OFFICIAL topy
CITY SEC
FT.WOR
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EXHIBIT A
Multi-Year Information Technology Delivery Order
This Multi-Year Information Technology Delivery Order form shall be governed by all the terms and
conditions of the agreement referenced below.
Sponsoring(Client)Department: Transportation and Public Works
City Secretary Contract Number: City Secretary Contract Number
Delivery Order Number:
Project Name:
Professional Services Firm: Nu,Inc.,d/b/a Nu-Design
Date of Contract:
Delivery Order Date:
City's Contract Manager: Arts Council of Fort Worth and Tarrant County,Inc.
Summary and Description of Statement of Work attached hereto:
Scope of Work and fee proposal per Nu, Inc.,letter dated ,
subject: (attached).
Fund/Account/Center No.:
Notice to Proceed Date for this Delivery Order:
Completion Date for this Delivery Order:
CITY OF FORT WORTH: NU,INC.,D/B/A NU DESIGN:
By: By:
Jesus J. Chapa Kelly Hart
Assistant City Manager Vice President
Date: Date:
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EXHIBIT B
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network (collectively
the "Network"). Contractor wishes to access the City's network in order to assist with the performance
and maintenance of time-based media artworks in the city's public art collection. In order to provide the
necessary support, Contractor needs access to equipment associated with artworks titled Parking in'Color
located at W. 11th St., Fort Worth, TX 76102, Avenue of Light 221 W. Lancaster Ave., Fort Worth,
Texas, 76102, and Night Song located at Rolling Hills Radio Tower, 2500 SE Loop 820, Fort Worth
76140.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing artwork programming and artwork repair. Such access is
granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's
Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such
applicable provisions are hereby incorporated by reference and made a part of this Agreement for all
purposes herein and are available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is
being granted for purposes of completing services for the City pursuant to a separate contract, then this
Agreement will expire at the completion of the contracted services, or upon termination of the contracted
services,whichever occurs first. This Agreement will be associated with the Services designated below.
❑ Services are being provided in accordance with City Secretary Contract No.
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No.
X Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement,
the Contractor has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial
of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
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its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5.1 Notice to Contractor Personnel—For purposes of this section, Contractor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
this agreement of the following City requirements and restrictions regarding access to the City's Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor
Personnel, and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third
party to utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations regarding
public information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any
non-City computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor
Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to
the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or
communications software provided by the City from all computing equipment used and owned by the
Contractor, its officers, agents, servants,employees and/or representatives to access the City's Network.
7. Information Security. Contractor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of
a breach or threat of breach which could compromise the integrity of the City's Network, including but
not limited to, theft of Contractor -owned equipment that contains City-provided access software,
termination or resignation of officers, agents, servants, employees or representatives with access to City-
provided Network credentials, and unauthorized use or sharing of Network credentials.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: NU,INC.,D/B/A NU DESIGN:
Jesus J.Chapa Kelly Hart
Assistant City Maner y!Q Vice President
Date: I-_ W Date: 9/7/2018
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OFFICIAL RECOM
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ATTEST:
By:
Mary Kayser,City Secretary
APPROVED AS TO FORM AND LEGALITY:
By:
Jessica Sang'§ypg,�'eniik Assistant City Attorney
Form 1295:N/A
M&C: N/A
CONTRACT COMPLIANCE MANAGER:
By signing,I acknowledge that I am the person responsible
for the monitoring and administration of this contract,
i densuring all performance and reporting requirements.
Jenni r Conn
Publ' Art Col tion and Special Projects Manager
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EXHIBIT C
r 1. 1 a ej
P.O. BOX 14118, ARLINGTON, TX 78094 1 WWW.NU-DESIGN_COM 1 817-874-6486
Fee Scheduie
Our regular discounted hourly robe for non-pods is$103.
Our afterhourshimekend burly rate is$133
Because FWPA is in our normal working g region.we do not charge per diem or travel.
We do not have an additional dwge for sdmirmiskative Time_
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EXHIBIT D
COMPENSATION AND PAYMENT SCHEDULE
1. Compensation.
a. The City shall pay Contractor an amount not to exceed THIRTY THOUSAND
DOLLARS AND NO CENTS ($30,000.00) annually for all services performed
under this Agreement in accordance with the provisions of this Agreement,
subject to the additional cost exceptions set forth in Section 1.5 of this
Agreement. Any additional cost exceptions set forth in Section 1.5 of this
Agreement that cause the total Agreement amount to exceed THIRTY
THOUSAND DOLLARS AND NO CENTS ($30,000.00) shall require an
amendment to this Agreement.
b. Contractor will provide services related to the City's public art program and bill
City a rate of$103.00 per man hour for all administrative services and services
performed during regular business hours and a rate of $133.00 for services
performed after regular business hours. After hours services must be approved in
writing by City in advance of services performed. For purposes of this
Agreement, regular business hours are between 8:00 a.m. and 5:00 p.m. Central
Standard Time.
c. Contractor will invoice City for equipment, materials, any other supplies, and
shipping and handling (collectively "Items") ordered by Contractor at the actual
rate for the Items and approved by City in advance of purchase. Contractor will
not bill City for tax pursuant to Contractor's use of Exhibit E as outlined in
section 1.4 of this Agreement.
d. Any additional expenses not outlined in this Agreement or exhibits incurred by
Contractor must be approved in writing by City before being added to the invoice
submitted to the City upon completion of services under this Agreement.
2. Payment Schedule.
Payment shall be made on an invoice basis following receipt of a signed invoice
with adequate deliverables provided at submission of invoice, all in form
acceptable to the City.
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EXHIBIT E
U w 01.339(Back)
(Ra 9.0716)
TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION
Name of purchaser,fxm or agency
City of Fort Worth,Texas
Address(Streef d number,P 0.8w or Route number) Phone(Area code u.number)
200 Texas Street 817-392-8360
City,slate,ZIP code -�
Fort Worth,Texas 76102
I,the purchaser named above,claim an exemption from payment of sales and use taxes(for the purchase of taxable
items described below or on the attached order or invoice)from:
Seller: All Vendors
Street address: City,State,ZIP code: _
Description of items to be purchased or on the attached order or invoice:
All Items except motor vehicles as listed below
Purchaser claims this exemption for the following reason:
Municipality,Governmental Entity
I understand that I will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with
the provisions of the Tax Code and/or all applicable law.
I understand that it is o criminal offense togive an exemption certificate to the selferfortaxable items that I know,at the time ofpurchase,
will be used in a mannerotherthan that expressed in this cerfificate,and depending on the amount of tax evaded,the offense may range
from a Class C misdemeanor to a felony of the second degree.
Purchaser TIUe ' Dale
horo Finance Director/CFO January 3,2017
NOTE: This certificate cannot be issued for the purchase,lease,or rental of a motor vehicle.
THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID.
Sales and Use Tax"Exemption Numbers"or'Tax Exempt"Numbers do not exist.
This certificate should be furnished to the supplier.Do not send the completed certificate to the Comptroller of Public Accounts.
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EXHIBIT F
AFFIDAVIT
AFFIDAVIT OF BILLS PAID
Date:
Affiant(Artist):
Purchaser(City of Fort Worth):
Property(Artwork Site):
Affiant on oath swears that the following statement is true:
Affiant has paid each of Affiant's contractors,laborers,and materialmen in full for all labor and materials
provided to Affiant for the design,engineering,purchase,and installation of equipment for the system at
the site pursuant to the contract executed between Affiant and the City of Fort Worth
(City Secretary Contract Number ). Affiant is not indebted to any person, firm, or
corporation by reason of any such construction. There are no claims pending for personal injury and/or
property damages.
Affiant(as listed in contract):
SUBSCRIBED AND SWORN TO before me,the undersigned authority,on this the
day of ,20—.
Notary Public, State of Texas
Print Name
Commission Expires
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