HomeMy WebLinkAboutContract 45654-R3A2 CITY SECRETARY
CONTRACT NO.
THIRD RENEWAL AND SECOND AMENDMENT OF
M CITY SECRETARY CONTRACT NUMBER 45654,
N Ci�OFD<, oo,> PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF FORT WORTH AND NU,INC.,d/b/a NU-DESIGN
02, THIRD RENEWAL AND SECOND AMENDMENT OF CITY SECRETARY
9 S ONTRACT NO. 45654, ("Third Renewal and Second Amendment") is made and
entered into by and between the CITY OF FORT WORTH ("City"), a home-rule
municipal corporation of the State of Texas, acting by and through its duly authorized
Assistant City Manager, and NU,INC., d/b/a NU-DESIGN, acting by and through Kelly
Hart, its duly authorized Vice President(the "Consultant").
WHEREAS, the City and Consultant entered into a Professional Services
Agreement for specific services for the purpose of assisting with the care and
maintenance of the Public Art Collection, the same being City Secretary Contract
("CSC") No. 45654 ("the Agreement") and two renewals and one amendment (CSC No.
45654-R1 and 45654-R2A1);
WHEREAS, the Agreement provides for an initial one-year term and for the
possibility of three one-year renewals,at the sole discretion of the City;
WHEREAS, City has renewed the Agreement twice (CSC No. 45654-R1 and
45654-R2A 1);
WHEREAS, City has amended the Agreement once to establish an annual
compensation amount of$30,000.00 for the remainder of the agreement term (CSC No.
45654-R2A1);
WHERE_.S,the second renewal term expires on June 4, 2017;
WHEREAS, the City and Consultant desire to continue this relationship by
extending and renewing the Agreement for another one-year renewal period; and
WHEREAS, while extending the Agreement, the Consultant wishes to amend
their Fee Schedule to reflect increased costs in services and the parties wish to amend the
Compensation and Payment Schedule and to clarify deliverables related to compensation;
NOW,THEREFORE, City and Consultant do covenant and agree as follows:
1.
The Contract Documents section at the beginning of the Agreement is hereby
amended to read as follows:
OFFICIAL RECORD
"The Contract documents shall include the following: CITY SECRETARY
FT.WORTH,TX
1. This Agreement for Professional Services
2. Exhibit A—Multi-Year Information Technology Delivery Order
3. Exhibit B—Network Access Agreement
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4. Exhibit C—Consultant's Revised Fee Schedule
5. Exhibit D—Compensation and Payment Schedule
6. Exhibit E - Texas Sales and Use Tax Exemption Certificate
7. Exhibit F —Affidavit of Bills Paid
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 Agreement shall control."
2.
The parties agree that the term "Consultant" shall include the Consultant, and his
officers, agents, employees, representatives, servants, consultants or
subcontractors.
The term"City" shall include its officers,employees, agents, and representatives.
3.
Section 1 of the Agreement is hereby deleted in its entirety and replaced to read as
follows:
"1.1 Consultant hereby agrees to provide the City with as-needed
information technology services related to the City's public art
program, including but not limited to: pre-fabrication consulting and
review of proposed mixed media artworks; programming and
maintaining light and sound installations; and other duties related to
specific artwork installations.
1.2 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
"E,"Texas Sales and Use Tax Exemption Certificate.
1.3 All services shall be carried out in accordance at the written request of
the City. City shall have the right to request written progress reports
from the Consultant, detailing the progress made toward completion of
the Services, and the Consultant shall provide such reports within ten
(10) business days of such request, unless otherwise agreed by the
parties in writing.
1.4 Existing conditions hidden or concealed and not available for
reasonable visual observation discovered during the performance of
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AW
the Services will be reported promptly to the Contract Manager prior
to commencing any further Services.
1.5 Consultant, individually and through his subcontractors, shall take all
necessary precautions to protect and preserve the Collection. If City
determines, in its sole discretion, that Consultant or the Consultant's
subcontractors have damaged the Collection, then City shall inform
Consultant, in writing, of the damage. Consultant, at his/her own
expense, shall have thirty (30) days from receipt of City's written
notice to repair the damage to the Collection to the satisfaction of
City. If Consultant fails to repair the damages to the satisfaction of
City within thirty (30) days after receipt of the notice, or within the
deadline otherwise agreed to by the parties, then City shall have the
right to deduct the cost of repairs from any remaining or future
payment due to Consultant 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 Consultant shall be available on-call to the City, including some
nights and weekends.
1.7 Each service to be performed or project assignment will be performed
in accordance with a fully executed Multi-Year Information
Technology Delivery Order."
4.
Section 3 of the Agreement is hereby deleted in its entirety and replaced to read as
follows:
"3.1 The City shall pay Consultant an amount not to exceed $30,000.00
annually in accordance with the provisions of this Agreement, Exhibit C and
Exhibit D. If any conflict exists between Exhibit C and Exhibit D, the terms of
Exhibit D shall control. Payment from the City to the Consultant 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.
Consultant shall not perform any additional services for the City not specified by
this Agreement and the Multi-Year Information Technology Orders, 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 Consultant not specified by
this Agreement unless the City first approves such expenses in writing."
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5.
The Parties agree that the Exhibits attached to this Third Renewal and Second
Amendment as Exhibits C through F are hereby incorporated into the Agreement
as if copied in full and that the fees outlined in Exhibits C and D shall apply to the
Agreement.
6.
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 of Bill Paid.
7.
The City and Consultant hereby agree to renew and extend the Agreement for the
Third one-year renewal period, effective on June 5, 2017, and ending on June 4,
2018 ("Third Renewal Term").
8.
All terms and conditions of the Agreement shall remain in full force and effect
during the Third Renewal Term unless specifically amended herein. In the event
of a conflict in any terms and conditions between this Third Renewal and Second
Amendment and the Agreement, the terms and conditions of this Third Renewal
and Second Amendment shall control.
9.
All terms in this Third Renewal and Second Amendment that are capitalized but
not defined shall have the meanings assigned to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have execute this Third Renewal in Fort
Worth, Tarrant County, Texas,this day of FA., 2017.
CITY OF FORT WORTH �.AT.>�I,..I�L.,�.; /a NU SIGN
Fernando Costa Kelly Harm -�
Assistant City Manager Vice Presid�t�
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CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible
for the mo ring and administration of this contract, including
ensur' all performance and reporting requirements.
4Publ*
Conn
Art Collection Manager
APPROVED AS TO FORM
AND LEG Y:
By:
Jessioangsk0ig
Assis t City Attorney II
Form 1295 Certification Number: N/A
ATTESTED BY:
O
BY V; 0
MatW.,r
Citycreta
No M&C required
OFFICIAL RECORD
CITY SECRETARY
FT.WORTHS
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EXHIBIT C
CONSULTANT'S REVISED FEE SCHEDULE
r, r i 1 a n
P.O.BOX 14116,ARLINGTON,TX 715094 1 WWWMJaE=N.COM 1 8174944WW
Fee Schedife
Our rgpiw d®mr+ied hourly Hale for non-pmFis is$103.
Ours houdy rMe is$133
Because FWPA is in w nomml aarkip n+Qan,we do notduage per diem or travel.
We do nd have an acklibmai dhmW for ainWskvfw ime.
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EXHIBIT D
COMPENSATION AND PAYMENT SCHEDULE
1. Compensation.
a. The City shall pay Consultant 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 Sections
1.3 and 1.4 of this Agreement. Any additional cost exceptions set forth in
Section 1.3 and 1.4 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. Consultant 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
for services performed after regular business hours. After hours services
must be approved in writing by City in advance of services performed.
c. Consultant will bill City for Equipment, materials, any other supplies, and
shipping and handling (collectively "Items") ordered by Consultant at the
actual rate for the Items and approved by City in advance of purchase.
Consultant will not bill City for tax pursuant to Consultant's use of Exhibit
E as outlined in section 1.2 of this Agreement.
d. Any additional expenses not outlined in this Agreement or exhibits
incurred by Consultant 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 followingreceipt eceipt 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
TEXAS SALES TAX CERTIFICATE
fie,xeOWN
zs m..aanq
TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION
Nam*of Vxchaw,Mn IX agawy
City of Fort worth,Texas
Adit"M#*a NORW..AO Akv 4rnft*a+M ftd MWW(Ana code AWMOW
200 Texas Street 8iT-392 BS60
cta.sr n.rn 000
Fort Worth,Texas 76102
1,the purchaser named above,claim an exerrow hom pafmartt of sates and use taxes(for the purchase of taxable
Nems described below or on the attached order or kwics)from:
sow.A!MEOW
Street address: all,Blau.MP code:
Desaiption d kerns b be purchased or on Ore sOsdred order or krvdoe:
AN Items except motor vehicles as listed below
Purclumer dal ms No exemption for the blowbV reason
Munk ipalky,GGvamrrtental Erdtty
i wrda[alatddpt 1 ai be 40ie for pagerrarrl alsq a6ab and bd asters oruw texa wNfi may bsosrtrs clue for 6tlae b eomply MMfr
the psovistarn d Mrs Taos Cada seder d appi=*tea.
IunderslaWbWffbecrlrrhNaAknastopbsanoxw*ftn cerftaft to greseMsrkrtaxaDlaRrnrthetfkrm aNhaSm0pumhow.
nilbeusedioamerulerodre Omarot**mssedintrlaos0cole.arddspe &vanfmanra Woftaxevadedthe oeferraer►wran0e
hom a am C m&dmwerw to a/afarryordre second akyrae.
PuM,uer T" Dare
Fkterrce Director/CFO January 3,2017
t
NOTE: This oertiftete cwwwt be hu ml for the wchsse.bane.or rental of s.n mr vdhide.
THIS CERTIFICATE DOES NOTREQUIREA NUhft3ER TO aE VAUD.
Sales and Use Tax Txwnpdorr NurnboW ar Tax FmwW Numbers do rot axbt.
The cerOlcele shodd be hxrh hed b the suppler.Do not send the c>ompisled awSk a to the Cornpsoler d Pcrhse A000unb.
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EXHIBIT F
FFIDAVIT O ILLS PAID
Date: )
Affiant(Contractor):
Purchaser(City of Fort Worth):
Prope (Artwork Si e : ,-��,��.�. �L Vl �� �,�-�C.�r� �. �Uc
1
\l . � sz..t L
At on oa-11�th dwears 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
S ). 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): Ked
I
SUBSCRIBED AND SWORN TO before me,the undersigned authority, on this the
day of , 2017 .
Not Public, State of Texas
Print Name
JANICE L.STEVENS
=o4�,pr r�,b Notary Public p�
STATE OF TEXAS �� 1 I
My comm.ezp•12-08-19
- Commission Expires
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