HomeMy WebLinkAboutContract 52884 CITY SECRETARY
NC. 5o1$8
oC� ,� 2019 CONTRACT BETWEEN THE CITY OF FORT WORTH AND
o�FOR�v�P NETSTEADY COMMUNICATIONS,LTD,
FOR TELECOMMUNICATION AND DATA SERVICES
This Contract for Telecommunication and Data Services ("Contract") is made and
entered into by and between the City of Fort Worth,a home-rule municipal corporation of the State
of Texas, acting by and through its duly authorized Assistant City Manager, and NetSteady
Communications, LTD, ("NetSteady") an Ohio limited liability company, acting by and through
its Christopher Hutchison, its duly authorized representative.
WHEREAS,the City owns and operates the Will Rogers Memorial Center located at 3401
W. Lancaster Avenue, Fort Worth, Texas 76107;
WHEREAS,the Will Rogers Memorial Center provides or makes available a multitude of
services to meet the needs of its exhibitors and clients;
WHEREAS,telecommunication and data services are an integral part of the success of the
Will Rogers Memorial Center;
WHEREAS, NetSteady is in the business of providing telecommunication and data
services to facilities such as the Will Rogers Memorial Center; and
WHEREAS, the City desires to engage NetSteady as its exclusive provider of
telecommunication and data services for clients and exhibitors at the Will Rogers Memorial
Center.
NOW THEREFORE, in consideration for the covenants and agreement hereafter set
forth, the parties hereto agree as follows:
SECTION 1.
DEFINITIONS
1.1 In addition to any other defined terms in the Contract, the following words, terms
and phrases, when used in this Contract, will have the meanings ascribed to them in this section,
except where the context clearly indicates a different meaning:
1.1.1 fLty means the City of Fort Worth, Texas.
1.1.2 Clients and Exhibitors means any person or entity that may from time-to-
time enter into any agreement for the use of the WRMC or any of the Services provided by
NetSteady at the WRMC for a particular purpose.
1.1.3 Contract Year means each successive twelve-month period during the term
of this Contract commencing on October 1 and expiring 12 months later.
1.1.4 Director means the Director for the Public Events Department of the City
of Fort Worth, Texas or that person's authorized representative or designee.
OFFICIAL RECORD
CITY SECRETARY
Agreement between NetSteady and City 3
FT. v1,aoR` ,Tx
1.1.5 Events means any performance, production, show, exhibit, or activity
scheduled at the WRMC.
1.1.6 WRMC means the City-owned facility known as the Will Rogers Memorial
Center located at 3401 W. Lancaster Avenue, Fort Worth,Texas 76107.
1.1.7 Gross Revenue means the total amount of money received or to be received
by NetSteady or by any agent, employee, officer, partner, contractor, or subcontractor of
NetSteady from any and all sales, whether for cash or credit, whether collected or uncollected,
made as a result of the rights and privileges granted under this Contract; provided, however, that
any (a) applicable sales taxes imposed by local, state, or federal law that are separately stated to
and paid by a purchaser of any goods or services sold by NetSteady or anyone acting by or on
behalf of NetSteady from an authorized service or activity under this Contract and directly payable
to a taxing authority, (b) regulatory fees or surcharges, (c) deposits (until used for Services), (d)
service adjustments and refunds, (e)billings for recovery of non-returned lost or damaged service
equipment, (f) amounts billed to the WRMC or WRMC service contractors or permanent tenants,
and (g)revenue paid directly to the WRMC, will be excluded. Further, such Gross Revenue will
include all monies paid or to be paid by a purchaser of any goods or services provided by NetSteady
under this Contract,including,but not limited to, rental equipment and labor(net of any rent paid
or payable by NetSteady for such equipment). The sale of any goods, services, or other items that
are returned by the purchaser and accepted by NetSteady, exclusive of any sales tax, may also be
deducted from the calculation of Gross Revenue.
1.1.8 NetSteady means NetSteady Communications, LTD, an Ohio limited
liability company.
SECTION 2.
RIGHTS GRANTED
2.1 Services. Except as otherwise set forth herein, NetSteady will (1)provide the City
with assistance and consultation concerning the design of the technology infrastructure and any
upgrade projects associated therewith for the WRMC and (2) be the exclusive provider of voice,
data, and Wi-Fi communications for all of the Clients and Exhibitors of the WRMC and will,with
good faith and due diligence,perform the services set forth in Exhibit A, which is attached hereto
and incorporated herein by reference, ("Services") and the terms and conditions of this Contract.
The service rights granted herein are not intended to restrict the personal use by Clients and
Exhibitors of the WRMC of wireless devices they own or otherwise possess,or of licensed wireless
services to which they subscribe. In exercising its rights hereunder,NetSteady will have the right
to refuse service to any of the WRMC's Clients and Exhibitors on a case-by case basis and to offer
service on case-specific terms.
2.1.1 SPECIAL CONDITION: Notwithstanding anything to the contrary,
during the period of time the WRMC is leased to and used by and/or for the
Stock Show and such other non-ticketed, private events that the Stock Show
may from time-to-time host within the WRMC, all WRMC Service rights will
be granted to the Stock Show. The Stock Show will have full authority to enter
Agreement between NetSteady and City 2 of 23
into contracts with other vendors for various Eoods and services during its
lease of the WRMC.
2.1.2 Notwithstanding anything to the contrary, the Director reserves the right to
waive the exclusivity of this Contract for an event of overriding importance to the
City. The importance of an event will be determined at the sole discretion of the
Director. The Director will provide NetSteady with reasonable, advanced, written
notice in the event that the Director needs to exercise this provision.
2.2 Office Space. NetSteady will have a non-exclusive right to use and occupy a
portion of the WRMC to serve solely as office space to a full-time manager of NetSteady who will
be responsible for overseeing and managing the Services to be provided at the WRMC pursuant to
this Contract ("Office Space") and for no other purpose or use.
SECTION 3.
TERM
3.1 Primary Term. This Contract will be binding on the date of execution by the
parties and effective beginning on October 1, 2019 and will remain in effect until September 30,
2024 ("Primary Term"), subject to early termination as provided herein.
3.2 Renewal Term. Following the Primary Term, the City and NetSteady,by written
mutual consent, may elect to extend this Contract under the same terms and conditions for one
additional five (5) year period ("Renewal Term"). Notification of intent to extend the Contract
must be given in writing to the other party at least sixty (60) calendar days prior to the expiration
of the Primary Term.
SECTION 4.
CONSIDERATION
4.1 Monthly Commission.
4.1.1 NetSteady will pay the City a commission of Twenty Percent (20%) of its
monthly Gross Revenue from the rights and privileges granted under this Contract.
4.1.2 Monthly Gross Revenue will be calculated based on a calendar month.
Payments will be made with respect to each calendar month that this Contract is in effect no later
than the twentieth (20th) day of the following calendar month, including the last payment to be
made at either termination or expiration of this Contract. If an Event occurs over the course of
multiple months, then the commissions due from that Event will due on or before the 20th day
following the calendar month after the Event concludes.
4.2 Capital Investments.
4.2.1 Any investments made to the WRMC will be subject to the terms of this
Contract, including,but not limited to, Section 11.9.
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4.3 Miscellaneous.
4.3.1 Past due payments will accrue interest at the rate of 1% per month. For
purposes hereof, a payment will be past due if not paid within thirty (30) calendar days after its
due date. In the event City is required to initiate litigation to collect any sums due hereunder,
NetSteady agrees to pay the City's court costs and reasonable attorney fees.
4.3.2 All payments due to the City will be due and payable without demand by
check at the office of the Director, or at such other place in Tarrant County, Texas as the Director
may hereafter notify NetSteady(in writing and with reasonable advanced notice),and will be made
in legal tender of the United States.
SECTION 5.
OFFICE SPACE
5.1 The exact location of the Office Space within the WRMC will be determined by
the Director in that person's sole and absolute discretion and may be subject to change at any time
by the Director.
5.2 At all times during the term of this Contract, the Office Space will remain under
the control of the City, and NetSteady will not be responsible for any maintenance of the Office
Space. NetSteady will not have access to the City's computing network.
5.3 City will not be responsible for providing any supplies or equipment to NetSteady's
employees or for the Office Space.
5.4 NetSteady takes all portions of the Office Space and all appurtenances in "AS IS"
condition without any express or implied warranty on the part of the City. NetSteady accepts the
Office Space in its present condition, finds it suitable for the purposes intended, and further
acknowledges that it is thoroughly familiar with such condition by reason of a personal inspection
and does not rely on any representations by the City as to the condition of the Office Space or their
suitability for the purposes intended. NetSteady's taking possession of the Office Space will be
conclusive evidence that: (i) the Office Space is suitable for the purposes and uses for which the
same is licensed; and (ii) NetSteady waives any and all defects in and to the Office Space and all
appurtenances thereto. The City will not be liable to NetSteady or its invitees, licensees,
subcontractors, or guests for any damage to any person or property due to the acts or
omissions of NetSteady, or its subcontractors,invitees,licensees, and guests.
5.5 City will be responsible for all expenses associated with water, sewer, electricity,
gas, and waste disposal utilities involving existing service lines. NetSteady will be responsible for
all other communications utility expenses, including local and long distance telephone charges,
computer charges, and cable television charges. Any additional electrical or utility service or
service lines required by NetSteady will be at the sole expense of NetSteady.
5.6 NetSteady will not do, or permit to be done, anything in or on any portion of the
WRMC or bring or keep anything therein or thereon that will in any way conflict with the
conditions of any insurance policy on the WRMC or any part thereof. NetSteady will not cause in
any way an increase in the rate of fire insurance on the buildings or property. NetSteady agrees
Agreement between NetSteady and City 4 of 23
that no decorative or other materials will be nailed, tacked, screwed, or otherwise physically
attached to any part of the property of the City without written approval from the Director.
5.7 NetSteady agrees that it will not make or suffer any waste in, on, or to the Office
Space. NetSteady will not make any alterations to the Office Space without first obtaining written
approval from the Director. NetSteady further agrees to maintain and pick up litter attributable to
NetSteady and perform minor housekeeping as necessary to keep the Office Space in a clean,
orderly, and sanitary condition at all times. City will perform any major cleaning, e.g., strip,buff
and wax floors, at standards and frequencies that may be established by City. NetSteady will
remove garbage and deposit in dumpster in accordance with procedures established by the
Director.
5.8 City reserves to itself, its officers, representatives, agents, assigns, and employees
the right to enter the Office at any time for the purpose of ascertaining compliance with the terms
and provisions of this Contract; making inspection of the Office Space; and maintaining and
making repairs and improvements to City-owned property. In addition, the City does not
relinquish the right to control the management of the Office Space or the right to enforce all
necessary and proper rules for the management and operation of the same. Members of the City's
police, fire, parks, code compliance, and other designated departments will have the right at any
time to enter any portion of the Office Space (without causing or constituting a termination of the
Contract) for the purpose of inspecting the facilities, maintaining City-owned property, and
performing any and all activities necessary for the proper conduct and operation of public property,
provided that no unreasonable interference with NetSteady's use of the Office Space is caused by
such access. The City will, at all times, have keys with which to unlock all doors and gates
associated with the Office Space, and NetSteady will not change or alter any lock without the
City's permission and will provide new keys to the City within forty-eight (48) hours of making
any approved change.
SECTION 6.
INSURANCE REOUIREMENTS
6.1 General Requirements. NetSteady will furnish to City in a timely manner, but
not later than the start of the term of this Contract, certificates of insurance as proof that it and its
contractors and subcontractors, as applicable, have secured and paid for the policies of insurance
specified herein. If City has not received such certificates by such date, NetSteady will be in
default of the Contract and City may, at its option, terminate the Contract. NetSteady must
maintain, or require its general contractors and subcontractors to maintain (where applicable) the
following coverages and limits thereof.
6.1.1 Commercial General Liability (CGL) Insurance
i. $500,000 each occurrence
ii. $1,000,000 aggregate limit
6.1.2 Business Automobile Liability Insurance
i. $1,000,000 each accident on a combined single-limit basis, or
Agreement between NetSteady and City 5 of 23
ii. $1,000,000 Aggregate
iii. Insurance policy will be endorsed to cover"Any Auto", defined as
autos owned,hired, and non-owned.
iv. Pending availability of the above coverage and at the discretion of
City, the policy will be the primary responding insurance policy
versus a personal auto insurance policy if or when in the course of
NetSteady's business as contracted herein.
6.1.3 Workers' Compensation Insurance
i. Part A: Statutory Limits
ii. Part B: Employer's Liability
A. $100,000 each accident
B. $100,000 disease-each employee
C. $500,000 disease-policy limit
6.2 Additional Requirements.
6.2.1 Such insurance amounts will be revised upward at City's reasonable option
and no more frequently than once every 12 months,and NetSteady will revise such amounts within
thirty(30) calendar days following notice to NetSteady of such requirements.
6.2.2 Where applicable, insurance policies required herein must be endorsed to
include City as an additional insured as its interest may appear. Additional insured parties must
include employees, representatives, officers, agents, and volunteers of City.
6.2.3 The Workers' Compensation Insurance policy must be endorsed to include
a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Such
insurance must cover employees performing work on any and all projects. NetSteady or its
contractors must maintain coverages, if applicable. In the event the respective contractors do not
maintain coverage, NetSteady must maintain the coverage on such contractor, if applicable, for
each applicable contract.
6.2.4 Any failure on part of City to request certificate(s) of insurance will not be
construed as a waiver of such requirement or as a waiver of the insurance requirements themselves.
6.2.5 Insurers of NetSteady's insurance policies must be licensed to do business
in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do
business in the state of Texas. Insurers must be acceptable to City insofar as their financial strength
and solvency and each such company must have a current minimum A.M. Best Key Rating Guide
rating of A-: VII or other equivalent insurance industry standard rating otherwise approved by
City.
Agreement between NetSteady and City 6 of 23
6.2.6 Deductible limits on insurance policies must not exceed $10,000 per
occurrence unless otherwise approved by City.
6.2.7 In the event there are any local, federal or other regulatory insurance or
bonding requirements for NetSteady's operations, and such requirements exceed those specified
herein, the former will prevail.
6.2.8 NetSteady must require its contractors and subcontractors to maintain
applicable insurance coverages, limits, and other requirements as those specified herein; and,
NetSteady must require its contractors and subcontractors to provide NetSteady and City with
certificate(s) of insurance documenting such coverage. Also, NetSteady must require its
subcontractors to have City and NetSteady endorsed as additional insureds (as their interest may
appear) on their respective insurance policies.
SECTION 7.
ALTERATIONS,ADDITIONS, OR IMPROVEMENTS
7.1 NetSteady may provide for and manage alterations, additions, or improvements to
City property at the WRMC with the prior written approval of the Director. City and NetSteady
agree that NetSteady will perform any alterations, additions, and improvements (i) in accordance
with a set of plans and specifications pre-approved by the Director; (ii) in accordance with all
applicable laws, ordinances,rules,regulations, and specifications of all federal, state,county, city,
and other governmental agencies now or hereafter in effect; (iii) in a good and workman like
manner; and(iv)in accordance with industry standards of care, skill, and diligence.
7.2 Approval by the City of any plans and specifications relating to any alterations,
additions, or improvements will not constitute or be deemed (i) to be a release by the City of the
responsibility or liability of NetSteady and its subcontractors for the accuracy or the competency
of the plans and specifications, including, but not limited to, any related investigations, surveys,
designs, working drawings and other specifications or documents, or (ii) an assumption of any
responsibility or liability by the City for any act, error, or omission in the conduct or preparation
of any investigation,surveys,designs,working drawings and other specifications or documents by
NetSteady or its subcontractors. City will own the plans and specifications.
7.3 NetSteady may authorize a third-party contractor to undertake all or any portion of
any alteration,addition,or improvement(a"Third Party Contractor')provided that NetSteady first
enters into a contract with such Third Party Contractor for the work to be undertaken by the Third
Party Contractor and such contract contains all of the following: (i)a provision in a form acceptable
to the City pursuant to which the contractor and any subcontractors involved with the work agree
to release, indemnify, defend and hold harmless the City from any and all damages arising
as a result of or in relation to the work and for any negligent or grossly negligent acts or
omissions or intentional misconduct of the Third Party Contractor, any subcontractors, and
NetSteady, and their officers, agents, servants and employees; (ii) a requirement that the Third
Party Contractor provide NetSteady with a bond or bonds, which NetSteady will forward to the
City, that guarantees the faithful performance and completion of all construction work covered by
the contract and full payment for all wages for labor and services and of all bills for materials,
supplies and equipment used in the performance of the contract in accordance with Section 2253.021
Agreement between NetSteady and City 7 of 23
of the Texas Government Code;(iii)a requirement that the Third Party Contractor provide insurance
in accordance with minimum requirements that may be required by the City,as approved in writing
by the City's Risk Manager; (iv) a requirement that the Third Party Contractor and any of its
subcontractors comply with all applicable federal, state and local laws, ordinances, rules and
regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as
amended; and (v) the provisions referred to in Section 10.2 hereto with respect to the audit of the
Third Party Contractor's records. All of the requirements contained in this Section will hereinafter
be referred to as the "Third Party Contract Provisions."
7.4 IF NETSTEADY ENTERS INTO ANY THIRD PARTY CONTRACT FOR ANY
ALTERATIONS,ADDITIONS, OR IMPROVEMENTS TO CITY PROPERTY THAT DO NOT
CONTAIN ALL OF THE ABOVE THIRD PARTY CONTRACT PROVISIONS, AND TO THE
EXTENT THAT ANY CLAIMS, DEMANDS, LAWSUITS, OR OTHER ACTIONS FOR
DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS,
PROPERTY DAMAGE, OR PERSONAL INJURY OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING UNDER, ON ACCOUNT OF, OR IN
RELATION TO THE THIRD PARTY CONTRACT FOR WHICH THE CONTRACTOR
THEREUNDER WOULD HAVE BEEN REQUIRED TO INDEMNIFY,DEFEND,AND HOLD
HARMLESS THE CITY IF THE THIRD PARTY CONTRACT PROVISIONS HAD BEEN
INCLUDED IN THE THIRD PARTY CONTRACT ("THIRD PARTY CONTRACT
DAMAGES"), THEN NETSTEADY, AT NETSTEADY'S OWN EXPENSE, MUST
INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO THE
INDEMNIFIED PARTIES HEREIN), AND HOLD HARMLESS THE CITY FROM AND
AGAINST ANY SUCH THIRD PARTY CONTRACT DAMAGES. THIS IS IN ADDITION TO
ANY OTHER INDEMNIFICATION PROVISION PROVIDED IN THIS CONTRACT.
7.5 All alterations, additions, and improvements to City property must be made with
the written consent of the Director. Any such alterations, additions, or improvements that
constitute a permanent improvement to the WRMC,as determined by the Director in that person's
sole discretion,will,upon completion and acceptance by the City,become the property of the City.
NetSteady may be required to remove, at its expense, any alterations, additions or improvements
not meeting specifications as approved by the City.
7.6 Unless otherwise specifically authorized by this Agreement, NetSteady will do no
act or make any contract that may create or be the foundation for any lien upon or interest any City
property. Any such contract or lien attempted to be created or filed will be void. Should any
purported lien on City property be created or filed,the NetSteady,at its sole expense,will liquidate
and discharge the same within ten(10)calendar days after notice from the City to do so;and should
the NetSteady fail to discharge the same, such failure will constitute a breach of contract.
SECTION 8.
LIABILITY AND INDEMNIFICATION
8.1 CITY WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF
ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING FROM ANY
RIGHTS OR PRIVILEGES GRANTED TO NETSTEADY PURSUANT TO THIS CONTRACT,
Agreement between NetSteady and City 8 of 23
OR CAUSED BY ANY DEFECT CAUSED BY NETSTEADY, OR ITS OFFICERS, AGENTS,
REPRESENTATIVES, EMPLOYEES, PARTNERS, AND SERVANTS IN ANY BUILDING,
STRUCTURE, IMPROVEMENT, EQUIPMENT, OR ANY FACILITIES THAT ARE THE
SUBJECT OF THIS CONTRACT OR CAUSED BY OR ARISING FROM ANY ACT OR
OMISSION OF NETSTEADY OR OF ANY OF ITS SUBCONTRACTORS, LICENSEES AND
INVITEES, OR BY OR FROM ANY ACCIDENT, FIRE, OR OTHER CASUALTY.
8.2 NETSTEADY AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY,
AND HOLD HARMLESS THE CITY FROM AND AGAINST ANY AND ALL CLAIMS,
LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO NETSTEADY'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH,
THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (i) NETSTEADY'S
BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT OR (ii) ANY
NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF NETSTEADY OR
ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, PARTNERS, AND
EMPLOYEES, RELATED TO THIS CONTRACT OR THE PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT.
8.3 IF ANY ACTION OR PROCEEDING IS BROUGHT BY OR AGAINST THE
CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, NETSTEADY, ON
NOTICE FROM CITY, MUST DEFEND SUCH ACTION OR PROCEEDING, AT
NETSTEADY'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY
SATISFACTORY TO CITY.
8.4 NetSteady must require all of its contractors and subcontractors to include in their
contracts an indemnity in favor of City in substantially the same form as above.
SECTION 9.
RECORDS,ACCOUNTING,REPORTS AND OTHER REQUESTS
9.1 NetSteady must maintain complete and accurate records for all of the Services
provided pursuant to this Contract, including, but not limited to, all financial records, receipts,
invoices, and order forms, and any alterations, additions, or improvements made pursuant to the
WRMC pursuant to the terms herein ("Audit Records"). On request of the City, NetSteady will
make all such Audit Records available for inspection and review to the City. Notwithstanding
anything to the contrary contained herein,the parties acknowledge that the records subject to this
audit requirement are only those Audit Records necessary to determine compliance with this
Contract.
9.2 In addition to any audit rights granted herein,NetSteady must furnish to the City a
yearly statement detailing any and all Gross Revenue derived from NetSteady's Services provided
herein, with such statement to be furnished within ninety (90) calendar days after the end of each
Contract Year. The statement must be certified by an officer of NetSteady to be true and correct
in all material respects to the best of that person's knowledge.
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9.3 NetSteady must provide the City with any reports or documentation required by the
City as part of this Contract or that may be required pursuant to federal or state laws as such laws
may be amended from time-to-time during the term of this Contract.
SECTION 10.
AUDIT
10.1 NetSteady agrees that the City will, until the expiration of three (3) years after the
termination or expiration of this Contract, have access to and the right to examine any directly
pertinent books,documents,papers,and records of NetSteady involving transactions relating to this
Contract. NetSteady agrees that the City will have access during normal working hours to all
necessary NetSteady facilities and will be provided adequate and appropriate workspace in order
to conduct audits in compliance with the provisions of this section. City will give NetSteady
reasonable advance notice of intended audits.
10.2 NetSteady further agrees to include in any contractor and subcontractor agreements
hereunder a provision to the effect that the contractor and subcontractors agree that the City will,
until the expiration of three (3) years after the expiration or termination of the contract or
subcontract, have access to and the right to examine any directly pertinent books, documents,
papers, and records of such contractor or subcontractor involving transactions of the contract or
subcontract, and further that City will have access during normal working hours to all contractor
and subcontractor facilities and will be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this paragraph. City will give the contractor
and subcontractor reasonable advance notice of intended audits.
SECTION 11.
TERMINATION
11.1 Termination for Convenience. City may terminate this Contract for its own
convenience by providing NetSteady with at least ninety (90) calendar days' written notice prior
to the intended termination date. In the event of such termination,City will be obligated to comply
with Section 11.9.
11.2 Termination for Cause. Unless stated elsewhere in this Contract, either party will
be in default under this Contract if it breaches any term or condition of this Contract and such
breach remains uncured after ninety (90) calendar days following receipt of written notice from
the non-defaulting party referencing this Contract (or, if the defaulting party has diligently and
continuously attempted to cure following receipt of such written notice but reasonably requires
more than ninety (90) calendar days to cure,then such additional amount of time as is reasonably
necessary to effect cure, as determined by both parties mutually and in good faith).
11.3 Gratuities. City may terminate this Contract if it is found that gratuities in the form
of entertainment, gifts or otherwise were offered or given by NetSteady or any agent or
representative to any City official or employee with a view toward securing favorable treatment
with respect to the awarding, amending, or making of any determinations with respect to the
performance of this Contract. In the event this Contract is canceled by the City pursuant to this
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section, City will be entitled, in addition to any other rights and remedies, to recover from
NetSteady a sum equal in amount to the cost incurred by NetSteady in providing such gratuities.
11.4 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason,
at any time during the term of the Contract,the Fort Worth City Council fails to appropriate funds
sufficient for the City to fulfill its monetary obligations under this Contract,the City may terminate
the portion of the Contract regarding such obligations to be effective on the later of(i)ninety(90)
calendar days following delivery by the City to NetSteady of written notice of the City's intention
to terminate or (ii) the last date for which funding has been appropriated by the Fort Worth City
Council for the purposes set forth in this Contract, provided that if the City terminates any of its
obligations to NetSteady under Section 11.9,then the City agrees to transfer title to all unamortized
equipment and cable installed at the WRMC(except equipment or cable that is permanently affixed
or attached to the WRMC)by NetSteady pursuant this Contract.
11.5 NetSteady's Duties Upon Expiration or Termination.
11.5.1 Prior to the effective date for expiration or termination of this Contract,
NetSteady must promptly remove all of its personal property;provided, however, NetSteady will
not be obligated to remove any fixtures. NetSteady must also repair any NetSteady-caused damage
to the WRMC,including,but not limited to, any damage that NetSteady causes during removal of
NetSteady's property, to the reasonable satisfaction of the Director.
11.5.2 Phase Out and Transition.
a. NetSteady recognizes that the Services provided pursuant to this Contract
are vital to the City's efforts to provide the Services to the Clients and Exhibitors of the WRMC;
that continuity thereof must be maintained at a consistently high level without interruption; that
upon expiration or earlier termination of this Contract a successor may continue these Services;
that any successor contractor will need phase-in training; and that NetSteady must reasonably
cooperate in order to effect an orderly and efficient transition. NetSteady must reasonably
cooperate with a smooth and seamless transition and have a cooperative approach. There will be
no negative correspondence in NetSteady's communications to any Clients and Exhibitors of the
WRMC.
b. If the City procures a successor contractor prior to the effective date of
expiration or termination of this Contract, then NetSteady must be willing to provide phase-out
orientation to its successor contractor prior to Contract termination or expiration at a rate to be
agreed upon by the parties.. Orientation may include system operations procedures, record
keeping, reports, and procurement procedures. NetSteady will be completely responsible for
providing the Services called for by the Contract during its phase-out period. Notwithstanding
anything contained herein, NetSteady will not be required to communicate or provide any
proprietary information or trade secrets, including but not limited to, hardware configurations,
NetSteady developed systems or software, or marketing programs.
11.5.3 If NetSteady fails to comply with its obligations in this Section 11.5, City
may, at its sole discretion, (i) remove NetSteady's personal property and otherwise repair the
WRMC and invoice NetSteady for City's costs and expenses incurred, such invoice to be due and
Agreement between NetSteady and City l 1 of 23
payable to City within thirty (30) calendar days of its delivery to NetSteady; or (ii) following no
less than thirty (30) calendar days prior written notice to NetSteady, take and hold any NetSteady
personal property as City's sole property; or (iii)pursue any remedy at law or in equity available
to City. If NetSteady fails to surrender the WRMC(including,but not limited to,the Office Space)
to City following termination or expiration, all liabilities and obligations of NetSteady hereunder
will continue in effect until such is surrendered.
11.6 Duties and Obligations to Survive Termination or Expiration. No termination
or expiration will release NetSteady from any liability or obligation resulting from any event
happening prior to the completion of all post-termination duties.
11.7 Other Remedies.Any termination of this Contract as provided in this Contract will
not relieve NetSteady from paying any sum or sums due and payable to City under this Contract
that remains unpaid and due at the time of termination,or any claim for damages then or previously
accruing against NetSteady under this Contract. Any such termination will not prevent City from
enforcing the payment of any such sum or sums or claim for damages by any remedy provided for
by law,or from recovering damages from NetSteady for any default under the Contract. All City's
rights, options, and remedies under this Contract will be construed to be cumulative, and not one
of them is exclusive of the other. City may pursue any or all such remedies or any other remedy
or relief provided by law, whether or not stated in this Contract. No such termination will relieve
City from any obligation it may have to NetSteady hereunder and NetSteady may pursue any and
all rights and remedies or relief provided by law, whether or not stated in this Contract.
11.8 Lost or Anticipated Profits. NetSteady will not be entitled to lost or anticipated
profits in the event this Contract is terminated by City as provided for herein or in the event that
the City, in its sole discretion, decides not to exercise any option period.
11.9 Capital Improvements.
11.9.1 Any City approved capital improvements made at the WRMC by NetSteady
pursuant to Contract will be fully amortized in equal monthly amounts over the life of the Primary
Term and Renewal Term, if applicable, of this Contract, with the schedule for amortization
beginning on the date the City accepts any such capital improvements and ending on the final day
of the applicable term. If the City terminates this Contract for convenience or NetSteady terminates
this Contract as a result of a material breach by the City (as determined by a court of competent
jurisdiction) prior to the expiration of the Primary Term, the City will reimburse NetSteady an
amount equal to the unamortized amount of such capital improvements on the effective date of
termination. The City's obligation under this Section 11.9.1 are subject to all applicable laws and
will not survive the expiration of the Primary Term.
11.9.2 Nothing contained in this Section 11.9 will ever be construed so as to
require the City to create a sinking fund or to access,levy,and collect any tax to fund its obligations
hereunder. The City will have no obligation to reimburse NetSteady under this Section 11.9 if this
Contract is terminated by the City for cause.
11.9.3 Payments by the City to NetSteady pursuant to this Section 11.9 must be
made within sixty (60)business days after the applicable date of termination.
Agreement between NetSteady and City 12 of 23
11.10 Collateral to Cure Defaults. Within fifteen(15)calendar days after the execution
of this Contract,NetSteady must post a performance bond in the amount of$25,000.00, in a form
reasonably satisfactory to the City, to secure NetSteady's performance hereunder. The
performance bond must list the City as a dual obligee,and the City will be entitled to claim against
the bond for any amount owed to the City pursuant to this Contract.
11.11 ReneEotiation. NetSteady formed a business expectation based on the City's
representations during the bidding process that the WRMC hosts approximately 325 or more
diverse events each years, with attendance of approximately 1.2 million people each year with an
additional 1.2 million people each for the Stock Show. NetSteady fully acknowledges and
understands that the City's representations during the bidding process do not constitute a promise
or covenant and that actual usage may be more or less than the expectation. However, if the
WRMC hosts fewer than 244 diverse Events during any Contract Year of the Primary Term or
Renewal Term, NetSteady reserves the right to request that the City renegotiate the terms of this
Contract. Notwithstanding anything to the contrary, NetSteady understands and acknowledges
that City Council approval is necessary to amend the material terms of this Contract, including,
without limitation,the term, consideration, payments, and Service rights.
SECTION 12.
NONDISCRIMINATION
12.1 NetSteady will not engage in any unlawful discrimination based on race, creed,
color, national origin, sex, age, religion, disability, marital status, citizenship status, sexual
orientation or any other prohibited criteria in any employment decisions relating to this Contract,
and NetSteady represents and warrants that to the extent required by applicable laws,it is an equal
opportunity employer and will comply with all applicable laws and regulations in any employment
decisions.
12.2 In the event of NetSteady noncompliance with the nondiscrimination clauses of this
Contract, which is not cured within ninety (90) calendar days of notice of such noncompliance,
this Contract may be canceled, terminated, or suspended in whole or in part, and NetSteady may
be debarred from further agreements with City.
SECTION 13.
VENUE AND CHOICE OF LAW
13.1 NetSteady and City agree that this agreement will be construed in accordance with
the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises
on the basis of any provision of this Contract,venue for such action will lie in state courts located
in Tarrant County, Texas or the United States District Court for the Northern District of Texas —
Fort Worth Division.
SECTION 14.
THIRD-PARTY RIGHTS AND ASSIGNMENTS
14.1 The provisions and conditions of this Contract are solely for the benefit of the City
and NetSteady, and any lawful assign or successor of NetSteady, and are not intended to create
any rights, contractual or otherwise,to any other person or entity.
Agreement between NetSteady and City 13 of 23
14.2 NetSteady agrees that it will not subcontract or assign all or any part of its rights,
privileges or duties hereunder without the prior written consent of the City,which consent will not
be unreasonably withheld,and any attempted subcontract or assignment of same without such prior
consent of the City will be void.
SECTION 15.
BINDING COVENANTS
15.1 Subject to the limitations contained herein, the covenants, conditions and
agreements made and entered into by the parties hereunder are declared to be for the benefit of and
binding on their respective successors,representatives and permitted assigns, if any.
SECTION 16.
NOTICES
16.1 All notices, communications, and reports required or permitted under this Contract
will be personally delivered or sent via certified mail to the respective parties by depositing same
in the United States mail, certified, at the addresses shown below, unless and until either party is
otherwise notified in writing by the other party, at the following addresses. Mailed notices will be
deemed received as of the date of receipt.
CITY: NETSTEADY:
City of Fort Worth NetSteady Communications, LTD
Public Events Department Attn: President
Fort Worth Convention Center 6385 Shier Rings Road, Suite 3
Attn: Director Dublin,01143016
1201 Houston Street
Fort Worth, Texas 76102
with copy to:
City of Fort Worth
City Attorney's Office
Attn: City Attorney
1000 Throckmorton Street
Fort Worth, Texas 76102
SECTION 17.
INDEPENDENT CONTRACTOR
17.1 It is expressly understood and agreed that NetSteady and its employees,
representative, agents, servants, officers, contractors, subcontractors, and volunteers will operate
as independent contractors as to all rights and privileges and work performed under this Contract,
and not as agents,representatives, or employees of the City. Subject to and in accordance with the
conditions and provisions of this Contract, NetSteady will have the exclusive right to control the
details of its operations and activities and be solely responsible for the acts and omissions of its
Agreement between NetSteady and City 14 of 23
employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers.
NetSteady acknowledges that the doctrine of respondeat superior will not apply as between the
City and its officers, representatives, agents, servants and employees, and NetSteady and its
employees,representative, agents, servants, officers, contractors, subcontractors, and volunteers.
17.2 NetSteady further agrees that nothing herein will be construed as the creation of a
partnership or joint enterprise between City and NetSteady. It is further understood that the City
will in no way be considered a Co-employer or a Joint employer of NetSteady or any employees,
representative,agents,servants,officers,contractors, subcontractors,and volunteers of NetSteady.
Neither NetSteady, nor any officers, agents, servants, employees or subcontractors of NetSteady
will be entitled to any employment benefits from the City. NetSteady will be responsible and
liable for any and all payment and reporting of taxes on behalf of itself, and any of employees,
representative, agents, servants,officers, contractors, subcontractors, and volunteers.
17.3 The City, through its authorized representatives and employees, will have the sole
and exclusive right to exercise jurisdiction and control over City employees. NetSteady represents
that all of its employees and subcontractors who perform Services under this Contract will be
qualified and competent to perform the Services set forth herein. The Director reserves the right
to refuse to permit any employee of NetSteady from providing the Services set forth herein for any
reason, provided that if the conduct of the employee is correctable, such employee will have first
been notified of his or her objectionable conduct and will have had the opportunity to correct it.
SECTION 18.
AMENDMENTS, CAPTIONS,AND INTERPRETATION
18.1 Except as otherwise provided in this Contract, the terms and provisions of this
Contract may not be modified or amended except upon the written consent of both the City and
NetSteady.
18.2 Captions and headings used in this Contract are for reference purposes only and
will not be deemed a part of this Contract.
18.3 In the event of any dispute over the meaning or application of any provision of this
Contract, this Contract will be interpreted fairly and reasonably, and neither more strongly for or
against any party,regardless of the actual drafter of this Contract.
SECTION 19.
GOVERNMENTAL POWERS AND IMMUNITIES
19.1 It is understood that by execution of this Contract, the City does not waive or
surrender any of its governmental powers or immunities.
SECTION 20.
AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES
20.1 By executing this Contract, NetSteady's agent affirms that he or she is authorized
by NetSteady to execute this Contract and that all representations made herein with regard to
NetSteady's identity, address, and legal status are true and correct.
Agreement between NetSteady and City 15 of 23
20.2 This Contract may be executed in several counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same instrument. A
signature received via facsimile or electronically via email will be as legally binding for all
purposes as an original signature.
SECTION 21.
SEVERABILITY AND NO WAIVER
21.1 It is agreed that in the event any covenant, condition or provision herein contained
is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant,
condition or provision will in no way affect any other covenant, condition or provision does not
materially prejudice either NetSteady or City in connection with the right and obligations
contained in the valid covenants, conditions or provisions of this Contract.
21.2 The failure of either party to insist upon the performance of any term or provision
of this Contract or to exercise any right granted hereunder will not constitute a waiver of that
party's right to insist upon appropriate performance or to assert any such right on any future
occasion.
SECTION 22.
FORCE MAJEURE
22.1 Timely performance by both parties is essential to this Contract. However, neither
party is liable for delays or other failures to perform its obligations under this Contract to the extent
the delay or failure is caused by Force Majeure. Force Majeure means fires, floods, and other acts
of God, explosions, war, terrorist acts, riots, court orders, and, the acts of superior governmental
or military authority or other similar incidents outside the control of the parties that renders the
performance of this Contract impossible. This relief is not applicable unless the affected party
does the following: uses due diligence to remove the effects of the Force Majeure as quickly as
practicable; and provides the other party with prompt written notice of the cause and its anticipated
effect.The City may perform functions itself or contract them out during periods of Force Majeure.
Such performance is not a default or breach of this Contract by the City. If the Force Majeure
continues more than sixty (60) calendar days, the Director may terminate this Contract by giving
seven (7) calendars days written notice to NetSteady without any penalty to the City.
Notwithstanding anything to the contrary, Contractor will not be relieved from performing its
obligations under this Contract due to a strike or work slowdown of its employees. Contractor will
employ only fully trained and qualified personnel during a strike.
SECTION 23.
COMPLIANCE WITH LAWS
23.1 This Contract is subject to all applicable federal, state and local laws, ordinances,
rules and regulations, including, but not limited to, all provisions of the City's Charter and
ordinances, as amended.
23.2 If City notifies NetSteady or any of its officers, agents, employees, contractors,
subcontractors, licensees, volunteers, or invitees of any violation of such laws, ordinances, rules
or regulations, NetSteady must immediately desist from and correct the violation.
Agreement between NetSteady and City 16 of 23
SECTION 24.
PROHIBITION ON BOYCOTTING ISRAEL
24.1 If NetSteady has fewer than 10 employees or this Agreement is for less than$100,000,
this section does not apply.NetSteady 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 contract,NetSteady certifies that NetSteady's signature provides written verification to the City
that NetSteady: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Contract.
SECTION 25.
SOLE AGREEMENT
25.1 This Contract, including any exhibits attached hereto and any documents
incorporated herein, contains the entire understanding and agreement between the City and
NetSteady, and any lawful assign and successor of NetSteady, 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 Contract.
IN WITNESS WHEREOF, the City of Fort Worth and the NetSteady Communications,
LTD, have caused this Agreement to be executed and delivered by their duly authorized
representatives in Fort Worth, Tarrant County, Texas on 11� _ day of chbe t'
2019.
CITY OF FORT WORTH NETSTEADY COMMUNICATIONS, LTD,
an Ohio limited liability company
By: By:_
Jay Chapa Name: efAr,>r0,Wgf r ,drrca,s#,^
Assistant City Manager Title„
RECOMMENDED FOR APPROVAL:
By:
Richard Zavala
Acting Director of Public Events
OFFICIAL. RECOR[0)
CITY SECRETARY
FT, WORTH,TX
Agreement between NetSteady and City
APPROVED AS TO FORM
AND LEGALITY:
. .._
Tyler F. W »
Assistant City Attorney . .
ATT4'Q � ]'
C)
M Ka
City Secret ry ,
M&C: 19-0136
Date: September 10, 2019
�k,D 1a°l-5 ao ia--5ig591
OFFICIAL RECORD
CITY SECRETARY
Agreement between NetSteady and City FT vy OI& TX
EXHIBIT A
I.
Description of Services
1. NetSteady will, at its sole cost and expense, provide the City with assistance and
consultation concerning the design of the technology infrastructure and any upgrade
projects associated therewith for the WRMC. Specifically, and without limitation,
NetSteady will perform the following:
a. Review any technology infrastructure upgrade recommendations with the Director;
b. Assist in the oversight of technology infrastructure installation, making
recommendations where necessary; and
c. Advise on the transition from temporary to permanent technology infrastructure;
d. Assist in the as-built documents of upgraded technology infrastructure.
2. NetSteady will,at its sole cost and expense,provide voice,data,and Wi-Fi communication
services for all Clients and Exhibitors of the WRMC consistent with the standards and
practices common to this industry. The Services to be provided and corresponding rates to
be charged are set forth below and may be adjusted by written agreement of the City and
NetSteady.
a. Dedicated Internet Service
i. NetSteady will deliver a high speed internet connection at subscribed
speeds. Each hard-wired internet service will be assigned its own private
network, firewalled from the internet at large and other vendors. These
services will be delivered in one of the following ways:
1. Wired: NetSteady will run a temporary wire between the nearest
data switch or service jack and connect to the Client and Exhibitor's
device(s).
2. Wireless Wire: Where it is impossible to physically connect to the
nearest data switch, Contractor may install a "wireless wire" to
bridge the final gap to the Client and Exhibitor.
3. ActiveJack:NetSteady will provide a system that allows for Clients
and Exhibitors to plug into wall outlets and instantly purchase and
activate hard-wired internet service.
b. Subscription Wi-Fi Service
i. When ordered, either in advance or on-site, NetSteady will provide WiFi
services to any location throughout the WRMC. This service will be offered
as in one of the following ways:
1. Public Limited Time WiFi: NetSteady, at its sole cost and expense,
will provide WiFi service that allows people to connect for up to 15
minutes without incurring a fee.
2. Per-Day WiFi Subscription: NetSteady will provide a longer-term
internet service on a per-day basis.
Agreement between NetSteady and City 19 of 23
3. All-Inclusive WiFi Service: NetSteady will provide an all-inclusive
package for the creation of a custom WiFi network whose speed is
similar to the dedicated internet connections listed above.
c. Telephone Services
i. NetSteady will provide telephone service that delivers state of the art and
reliable telephone services to Clients and Exhibitors.
3. To deliver the above-stated services,NetSteady will provide the following:
a. Web design for customized websites
b. Web design for a customized order system
c. All web hosting for order and order management systems
d. Network Controllers
e. Network switches
f. Wireless access points
g. Point-to-Multipoint wireless bridges
h. Wireless-Wire networking system
i. Network authentication systems
j. Network management system
k. Consultation and labor for infrastructure re-design
1. All equipment used in the delivery of technical services
m. On-grounds transportation vehicles
n. Permanent staff members for on-site sales and support
4. Price Schedule
Service Gross Revenue to NetSteady before Commissions
Hard-wired 10x2(or 6x6Mbps) $550.00
Hard-wired 15x3(or 9x9Mbps) $660.00
Hard-wired 40x10(or 25x25Mbps) $1,400.00
Hard-wired 100x100 $2,800.00
Public IP Address $100.00
WiFi,Basic 4x2Mbps,per day price $25.00
WiFi,Advanced 10x2.5Mbps,per day price $40.00
Cable/Satellite TV Service $300.00
CCTV Connection $200.00
Telephone Line $300.00
43in TV Rental $225.00
55in Tv Rental $350.00
65in TV Rental $450.00
Switch Rental $35.00
Digital Sign Player Rental(per day) $30.00
Security Camera Rental(per week) $175.00
Private VLAN between buildings(internet not included) $550.00
Agreement between NetSteady and City 20 of 23
II.
Delivery of Services
1. Pre-Event Discovery
a. NetSteady shall conduct a pre-Event discovery up to 12 months prior to a scheduled
Event. The pre-Event discovery may include site visits, kick-off meetings, Event
plans, project visualization, pre-site walkthroughs, and pre-Event meetings to
review each Client's and Exhibitor's needs concerning the Services.
2. Pre-Event Marketing
a. NetSteady's onsite manager shall initiate contact with Event management at least
six month prior to an Event's scheduled move-in date.
b. Upon receipt of Client and Exhibitor lists from the Client and Exhibitor,
NetSteady's internal sales team will initiate marketing and sales efforts to
exhibitors and educate exhibitors on all product and Service offerings, including,
but not limited to, all data,Wi-Fi, and voice support services.
c. NetSteady will provide Event organizers marketing kits upon initial site visitation
or upon request to inform and educate the customer about services provided by
NetSteady.
3. Ordering and Production
a. Prior to the start of any individual Event,NetSteady will perform the following:
i. Produce completion and status reports for the Services,which shall include,
without limitation,number of orders received,proceed,paid, and the like.
ii. Review floor plans with the general service contractor to coordinate cable
layout with freight movement and carpet installation. The general services
contractor is typically the decorator or company that provides the scaled
diagram of the floor configuration of WRMC exhibit space for an Event.
iii. Provide workforce projections based on actual and estimated Event
volumes.
iv. Check all materials and inventory levels and order any special cabling or
equipment.
v. Create standard checklists and labels to be placed on the cables that connect
to the Client and Exhibitor equipment.
vi. Perform line-cord tagging of all circuits to be distributed to the exhibitors.
These tags contain valuable troubleshooting information, such as order
number,phone numbers, equipment identifiers, and cable pair assignments.
4. Event Pre, During, and Post)
a. NetSteady shall ensure that all equipment necessary to fulfill the Services set forth
herein for each Exhibitor and Client are properly and timely installed,programmed,
and tested, including, but not limited to, drop lines in appropriate floor or column
locations.
Agreement between NetSteady and City 21 of 23
b. NetSteady shall be responsible for any and all set-up and tear down associated with
the Services to be provided for each Event, including, but not limited to, the
removal of all drop lines and cabling in floor or column locations,
c. NetSteady will maintain a service desk during the Event's operating hours. Each
service desk must be equipped with an individual to provide in-person support.
NetSteady will also provide roaming technicians at each Event.
d. NetSteady shall conduct quality checks of WRMC floor plans, Event information,
and proper installation of all necessary equipment and infrastructure related to the
Services to be provided hereunder.
e. NetSteady shall ensure that each piece of equipment is electronically performance-
checked by a remote monitoring system during an Event.
f. Once an Event begins,NetSteady's representatives will actively visit the Client and
Exhibitors to ensure that all Services are satisfactory.
g. NetSteady shall electronically monitor all internet access during an Event.
h. NetSteady shall be responsible for coordinating with any carrier and internet
service provider for problem resolution of any internet access and any related
network problems.
i. NetSteady shall assist Clients and Exhibitors with interface or configuration
problems such as IP addresses, DNS names and cable configurations for internet
access up to the demarcation point.
5. Billing, Invoicing, and Collection
a. NetSteady shall be responsible for all billing, invoicing, and collection activities
for any Services to Clients and Exhibitors of the WRMC pursuant to the terms of
this Agreement.
b. NetSteady shall ensure that all payments for the Services provided pursuant to this
Agreement are received by NetSteady from the Clients and Exhibitors prior to
providing any such Services.
6. Follow-up
a. At the close of each Event, NetSteady shall conduct surveys to rate the customers
overall satisfaction with the Services provided, including, but not limited to,
technology and capabilities.
7. Ongoing Obligations of NetSteady
a. NetSteady shall be responsible for developing an order form for all of the Services
to be provided hereunder and issuing receipts to all Clients and Exhibitors for
Services rendered. The order form and any revisions thereto are subject to the prior
approval of the Director.
b. NetSteady shall provide and maintain all routers and Ethernet switches and voice
wiring infrastructure sufficient to carry out the Services to be provided hereunder.
c. NetSteady shall coordinate any and all special access arrangements from providers.
d. NetSteady shall clean up and maintain all meeting wall data and voice jacks and
exhibit hall wiring in the WRMC
Agreement between NetSteady and City 22 of 23
e. NetSteady shall work closely with the Director in the performance of any Services
and related tasks reasonably required by the Director in order to fulfill the intent of
this Contract.
f. NetSteady shall dedicate a full-time general manager on-site at the WRMC as well
as adequate staff to ensure that the Services set forth herein are carried in to the
highest industry standards.
Agreement between NetSteady and City 23 of 23
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name of Employee/Si ture
On
Title
OFFICIAL RECORD
CITY WORTH,
/
FT. ORTH,TX
Agreement between NetSteady and City
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 09/10/19 M&C FILE NUMBER: M&C 19-0136
LOG NAME: 25COMMUNICATIONS SERVICES AT WRMC
SUBJECT
Authorize Contract with NetSteady Communications, LTD,to Provide Exclusive Communications Services for Facility Users and Exhibitors at the
Will Rogers Memorial Center(COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council authorize a contract with NetSteady Communications, LTD,to provide exclusive communications services
for facility users and exhibitors at the Will Rogers Memorial Center.
DISCUSSION:
The Will Rogers Memorial Center provides or makes available a multitude of services to meet the needs of its facility users and exhibitors.
Telecommunication and data services are an integral part of the success of the center.The Public Events Department is currently working with
Moye IT Consulting(CSC No.48764)for the design of the Will Rogers Memorial Center campus-wide fiber network(Tech Enhancements-CPN
101096).
With the approval of this contract, NetSteady will collaborate with Moye on the final phase of design to ensure compatibility of the designed
network and proposed service offerings.With the completion of the design component,the City of Fort Worth Information Technology Solutions
Department will engage existing vendor agreements for structured cabling to complete the fiber network installation.
Installation of the fiber network is anticipated to begin October of 2019 with completion in June of 2020. Temporary suspension of work will occur
in January of 2020 during the Fort Worth Stock Show and Rodeo. During the installation period,consideration will be given for other events.
With the campus-wide addition of this technology upgrade,the Public Events Department will use this agreement with NetSteady
Communications, LTD,to provide data and communications services for both facility users and exhibitors at the Will Rogers Memorial Center as
an available fee based service for facility users.Additionally,the City will receive a commission on all NetSteady sales at the Will Rogers Memorial
Center campus.
Facility users and exhibitors will have access to voice,data and internet services at a competitive price through a single,on-site service provider.
The communications users will have the option of ordering their services in person,by phone or over the internet and may track the order through a
computerized tracking system or through a central customer service office. Itemized billing and customer service surveys are provided for all
services.
NetSteady is being recommended as the exclusive provider of these services at Will Rogers Memorial Center for exhibitors and facility users
based on its proposed business plan and approach,overall commission structure,value to the customer and superior experience in providing
technology services to agricultural and similar facilities to Will Rogers Memorial Center. NetSteady has existing,efficient operational policies and
procedures that are supported by specialized software.Voice and data services for the Public Events Department administrative offices will
continue to be provided by the City's Information Technology Solutions Department.
The contract with NetSteady will cover the Will Rogers Memorial Center campus,except NetSteady will not operate on the campus during the
Southwestern Exposition and Livestock Show. Dickies Arena is not included in this agreement.
The proposed revenue structure is a flat rate of 20%commission to the City of Fort Worth of NetSteady's gross sales.
NetSteady is not expected to start offering fee based services until the last quarter of Fiscal Year 2020, if the fiber network installation is completed
as anticipated. Using the duration,type and estimated attendance of known events scheduled in FY2020,staff has forecasted a potential revenue
commission from NetSteady sales in the range of$25,000.00 annually beginning in Fiscal Year 2021.
ADVERTISEMENT-The Request for Proposals(RFP)was advertised in the Fort Worth Star-Telegram on February 27,2019, March 06,2019,
March 13,2019, March 20,2019 and March 27,2019.Twenty-five vendors were solicited from the purchasing database;three responses were
received.
M/WBE OFFICE-A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the
Office of Business Diversity,in accordance with the BDE Ordinance, because the purchase of goods or services is from sources where
subcontracting or supplier opportunities are negligible.
AGREEMENT TERM-The Primary Term,will begin upon City Council approval and complete execution of the agreement,and will be for five(5)
years. Following the Primary Term,the City and NetSteady,by written mutual consent,may elect to extend this Contract under the same terms and
conditions for one(1)additional five(5)year period.The renewal action does not require specific City Council approval.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation the financial impact to the City is revenue generation from
commission collected on the sale of technology services by NetSteady at the Will Rogers Memorial Center campus. The Public Events
Department has the responsibility for the collection and deposit of funds due to the City under this agreement.
Submitted for City Manager's Office by: Jesus Chapa 5804
Originating Business Unit Head: Richard Zavala 2501
Additional Information Contact: James Homer 2505