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HomeMy WebLinkAboutContract 44247 (2)- � ;_ � �:. � � " .i; ARTWORK MAINTENANCE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND NU, INC., D/B/A NU-DESIGN This Artwork Maintenance Agreement ("Agreement") is made and entered into on this /_ day of �l� !. ;' i',Vj�i, , 2013 ("Effective Date"), by and between the City of Fort Worth, a home-iule municipal coiporation of the State of Texas ("City"), acting by and through Fernando Costa, its duly authorized Assistant City Manager, and NU, INC., d/b/a NU- DESIGN, a Texas for profit coiporation, ("Conh�actor") acting by and tluough its Principle, Kelly Hart. ,The City has designated the Arts Council of Fort Worth and Tarrant County, Inc., (the "Contract Manager") to manage this Agreement on its behalf. The Contract Manager shall act tlu�ough its designated Public Art Collection Manager ("Manager"). WHEREAS, the City is in need of services to assist in maintaining the value, integrity, and authenticity of public artwork included in the Fort Woirth Public Art Collection titled Avenare of Light (the "Artwork") located on the Lancaster Avenue medians between Lamar and Commerce Sh•eets, more particularly described in the attached Exhibit "A" which is incorporated herein; and, WHEREAS, City and Conh�actor desu•e to enter into a contr•act to have such seivices provided which benefit City. NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: ARTICLE 1 SERVICES 11 Contractor covenants and agrees to fully perform, or cause to be perfoimed, with good faith and due diligence, all seivices described in E�ibit "B", which is attached hereto and incorporated herein for all pwposes incident to this Agreement ("Ser•vices"). Seivices must be performed in compliance with the American Institute of Contractois (AIC) code of Ethics and any and all requirements and standards set forth by the City and those imposed by any applicable laws, statutes, regulations, and ordinances. 1.2 Existing conditions hidden or concealed and not available for reasonable visual observation discovered during perfoimance of the Seivices will be reported promptly to Manager prior to commencing further Seivices. Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design RECEIVE� �AI� � 4 iili� .-- - � � �=��FICIAL RECORD ' alTlf SECRE'PAR�7 I : 1 of 20 1.3 Contractor shall promptly repair, to a condition acceptable to the Contract Manager and the City, any damage caused to City property, including, but not limited to, the Arlwork, by Contractor or its employees, agents or subcontractors. ARTICLE 2 TERM & TERMINATION 2.1 Term. This Agreement shall be in effect from the Effective Date and, unless tei�ninated earlier pursuant to the terms of this Agreement, shall extend until final payment to Cont�•actor by City. 2.2 Termination. Either party may cancel this Agreement at any time and for any reason by providing the other party with thirty (30) days written notice of termination. In the event this Agreement is terminated prior to expiration of the Term, City shall pay Contractor only for Service actually rendered as of the effective date of termination, and Contractor shall continue to pr•ovide the City with Seivices t•equested by the City and in accordance with this Agreement up to the effective date of tei�nination ARTICLE 3 FEE 3.1 In consideration of the Services to be perfor-med hereunder by Contractor, City promises and agrees to pay Contractor an amount not to exceed EIGHTEEN THOUSAND DOLLARS AND NO CENTS ($18,000.00), which shall constitute full compensation for any and all costs associated with this Agreement, including, but not limited to, all Services performed and materials furnished by Contractor under this Agreement. 3.2 Payment from City to Contractor shall be made on an invoice basis for Services rendered following receipt by City from Contractor of a signed invoice. The invoice shall be submitted to City no later than the 15th day following the end of the month. If the City requires additional reasonable documentation, it shall request the same promptly after receiving the above-described information, and the Conhactor shall provide such additional reasonable documentation to the extent the same is available. 3.3 On full and final completion of the Services, Contractor shall submit a final invoice, and City shall pay any balance due within thirty (30) days of receipt of such invoice. 3.4 In the event of a disputed or contested billing, only the poi�tion being contested will be withheld from payment, and the undisputed portion will be paid. City will exercise Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 2 of 20 reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. 3.5 For contested billings, the City shall make payment in full to Contractor within sixty (60) days of the date the contested matter is resolved. ARTICLE 4 INDEPENDENT CONTRACTOR 4.1 Contractor shall operate hereunder as an independent contractor and not as an officer, agent, seivant, or employee of City. Contractor shall have exclusive control of and the exclusive right to control the details of the Seivices perfoi�ned hereunder, and all persons perfoi�ning same, and shall be solely responsible for the acts and omissions of its officers, agents, seivants, employees, subcontractors and program participants. The dochine of respondeat superior shall not apply as between the City and Contractor, its ofiicers, agents, servants, employees, subconh•actors, or program participants, and nothing herein shall be consh-ued as creating a partnership or joint entetprise between City and Contractor. It is expressly understood and agreed that no officer, agent, employee, or subcontractors of Contractor is in the paid seivice of City. ARTICLE 5 1NDEMNIFICATION 5.1 CONTRACTOR COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS REPRESENTATIVES, OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDINGS BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN; AND CONTRACTOR HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDINGS BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 3 of 20 ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN. CONTRACTOR LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF CONTRACTOR, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS. 5.2 IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, CONTRACTOR, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT CONTRACTOR'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. 53 CONTRACTOR AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS, REPRESENTATIVES, AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR 1NJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED BY CONTRACTOR IN CONNECTION WITH OR 1NCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT. 5.4 CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL 1NJURY, 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. 5.5 Contractor shall require all of its subcontractors to include in their subcontracts a release and indemnity in fa�or of the Arts Council and the City in substantially the same for�n as above. 5.6 This Section 5 shall survive the expiration or termination of this Agreement. ARTICLE 6 INSURANCE 6.1 During the term of this Agreement, Contractor shall procure and maintain at all times, in full force and effect, a policy or policies of insurance that provide the specific coverage set forth Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 4 of 20 in this Section 6 as well as any and all other public risks related to Contractor's performance of its obligations under this Agreement. Contractor shall specifically obtain the following types of insurance at the following limits: • Commercial General Liability: $1,000,000 per occuirence; providing blanket conn•actual liability insurance products and completed operations; independent contractor's liability; and coverage for property damage to City facilities. The City of Fort Worth shall be named as an Additional Insured; and • Automobile Liability: $1,000,000 per occurrence or accident; including, but not limited to, all vehicles, whether owned or hired, in use by Contractor, its employees, agents or subcontractor; and • Worker's Compensation/Emplover's Liability: Worlcer's coinpensation coverage as required by applicable law; and Employer's Liability at $100,000 per accident. The City of Fort Worth shall be provided with a Waiver of Subrogation. Contractor shall pr•omptly provide the City with certificates of insurance that verify Contractor's compliance with the insurance requirements of this Agreement. The City's Risk Manager shall have the right to review and evaluate Contractor's insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. Contractor shall comply which such requests or revisions as a condition precedent to the effectiveness of this Agreement. ARTICLE 7 MISCELLANEOUS 7.1 Assignment• Contractor shall not assign or subcontract all or any par-t of its rights, privileges or duties under this Agreement without the prior written consent of City, and any attempted assignment or subcontract of same without such prior written approval shall be void and constitute a breach of this agreement. 7.2 Compliance with Law. Contractor, its officer•s, agents, employees and subconh•actors, shall abide by and comply with all laws, federal, state and local, including all ordinances, iules and regulations of City. It is agreed and understood that, if City calis to the attention of Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 5 of 20 3 Contractor any such violation on the part of Contractor or any of its officers, agents, employees or subcontractors, then Contractor shall immediately desist from and coirect such violation. 7.3 Non-Discrimination. Contractor, in the execution, performance or attempted performance of this contract and Agreement, wili not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color•, national origin or any other protected class of individuals, nor� will Contractor permit its ofiicers, agents, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and Contractor hereby covenants and agrees that Contractor, its agents, employees and subconh actors have fuliy complied with all provisions of same and that no employee or employee-applicant has been discriminated against by either Contractor, its agents, employees or subconh�actors. 7.4. Right to Audit. Contractor agrees that the City shall, until the expit•ation of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Contractor involving h•ansactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate workspace 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 of its subcontractors agreements hereunder a provision to the effect that the subcontractors agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractors involving transactions to the subcontract, and further that City shall have access during normal working hours to all subcontractors facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractors reasonable advance notice of intended audits tei�nination of this Agreement. This Section 7.4 shall survive the expiration or 7.5 Fiscal Fundin�. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for• any payments hereunder, City will notify Contractor of such occurrence and this Agreement shall tei�rninate on the last day of the fiscal period for which appropriations Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 6 of 20 were received without penalty ar• expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 7.6 Entire A�reement. This written instrument constitutes the entire agreement by the parties hereto concerning the work and seivices to be performed her•eunder, and any prior or contemporaneous, oral or written agi•eement, which purpoi�ts to vary from the terms hereof shall be void. 7.7 Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. 7.8 Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand-delivery or via U.S. Postal Service certiiied mail, postage pr•epaid, to the address of the other party shown below: Feinando Costa, Assistant City Manager City of Fort Woi�th 1000 Throckmorton St. Fort Worth, Texas 76102 (817) 392-8518 Copy to: City of Fort Worth Office of the City Attorney Attn: City Attorney 1000 Throckmorton Street Fort Worth, Texas 76102 Kelly Hart, Contractor P.O. Box 14116 Arlington, TX 76094 (817) 874-6486 7.9 Non-Waiver. The failure of City or Contractor to insist upon the performance of any term oi• provision of this Agreement or to exercise any right herein conferred shall not be constiued as a waiver or relinquishment to any extent of City's or District's right to assert or rely upon any such teim or right on any future occasion. 7.10 Disclosure of Conflicts. Contractor hereby warrants to the City that Conh•actor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractoi•'s services and proposed seivices with respect to the Services. 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. The City acknowledges that Conh•actor may use products, materiais or methodologies proprietaiy to Contractor. The City agrees that Contractor's provision of Seivices under this Agreement shall not be grounds for the City to Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 7 of 20 have or obtain any rights in such pr•oprietary products, materials or methodologies unless the parties have executed a separate written agreement with respect thereta Notwithstanding the foregoing, Contractor understands and agrees that the City is subject to various public infoimation laws and regulations, including, but not limited to, the Texas Open Records Act. Contractor, for itself and its officers, agents and employees, further agr•ees that it shall treat ail information provided to it by the City as confidential and shall not disclose any such infoi�nation to any third party without the prior written approval of the City. 7.11 Severabilitv. If any provision of this Agreement is heid to be invalid, illegal or unenforceable, the validity, legality and enforceability of the r•emaining provisions shall not in any way be affected or impaired. 7.12 Force Majeure. The City and Contractor shali exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shail 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 omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any govei7unental authority, transportation problems and/or any other similar causes. 7.13 Headin�s not Controlling_ Headings and titles used in this Agreement are for reference puiposes only and shall not be deemed a part of this Agreement. [SIGNATURES APPEAR ON FOLLOWING PAGE] Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 8 of 20 IN WIT`NESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort Worth, Tarrant County, Texas, to be effective as of the Effective Date. CITY OF FORT WORTH B �/�.� y� Feinando Costa Assistant City Manager APPROVED AS TO FORM AND LEGALITY: _ / , j jL�� _ � �� W ty Attorney ATTEST: � �r�� Maiy J. Ka�ts� City Secretary No M&C i•equired � NU, INC By: � 0 neiiy na Principle =��SIGN Aitwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design � ,. � � 9 of 20 Exhibit A i�1t'ilUc7 t�� �_lt',�It. i�t'O[?�s �.ili�il<II' !tt f_�Okl=I1 4`It'ti' ;`?[Cc'4'� F, � I-(I E� I t� ":1 " Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 10 of 20 �'�[�ibii � p E 5 i G t7 P.O. BOX 14116, ARLINGTON, TX 76094. WWW.NU-DESIGN.COM 817-874-6486 Lancaster Sculptures Trouble Report During the installation of the fixes to ihe inoperable wireless system (originally designed and set up by Excitemeni), we located some problems which need to be addressed immediately. These issues, described and shown beiow, are unfo�tunately the result of cuiiing corners and shoddy workmanship. These practices are way below spec and could cause unreliable performance and permanent damage or even catastrophic failure of sculpture components. For each issue we have provided a description of why it is important and what we wili do to resoive ihe issue. (This is essentially a reinstall of all of the controlling components in each tower.) Overview: (main tower) This is ihe inside of the lower thai contains the computer and controi equipment. On the ieft is the compuisr (black box) and towards the right is the box that coniains connections and interface hookups. The computer had faiied but we have already removed it and have ii working again. It wiii be reinsialled in co�junction with the other fixes so ihat it is less Iikely to fail again. Artwark Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 11 of 20 Issue # 1: Power Supplv (main tower� Description: This is an old used power supply from a Toshiba laptop. it was spliced into place to power the computer. Probiem: Since #his is an exposed environment that is subject to extreme conditions {temp etc.} and industrial computer was selected. It shouid be paired with a power suppiy that was designed for the same environment. Used equipment should not be used and this power suppiy was not designed for this use. Solution: We will install a new industrial power supply that was designed to work with this type of computer and to withstand these environmental conditions. Issue # 2: UPS (main tower) Description: This is a UPS (Uni�terruptable Power Supply) that was placed in a box on the bottom of the unft. Probiem: This is an inexpensive UPS designed for light office duty and not made to withstand the conditions of this instailation. In this environment it is prone to failure and acid leakage. Solution: The industriai power supply that we vaill install (see issue # 1) will also serve as a upslbattery backup. It is designed for this environment and, by combining the two functions, is more compact and cost effective. Batteries are easily replaceable. -2- Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 12 of 20 Issue # 3: Spiices (main tower) Description: This is the wiring which connects most of the equipment in the unit to power. Probtem: Wires of various gages and types are inappropriateiy spliced using a combination of twisting the wires together and tape. Some connections have wire-nuts and others are exposed. This is not a reliable method of making connections and is not considered professional or up to spec. Solution: We will replace the bad splices and connection with ciean, properly connected wires using professional materials and techniques and bringing the system up to spec. Issue # 4: Electricai Piuq Wirinq Description: This is a plug which pov�ers some of the equipment in the tower. Problem: Looking closely, there are severai devices (muftipie wires) coming out of a sing�e plug. This is definitely not up to spec and is inappropriate for any type of wiring. Solution: We wili instali new plugs correctly—one per device. -3- Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 13 of 20 issue # 5: Electrical Pluq Routins� (main tower) Description: This is a fou� way a/c power splitter. Problem: This should not be used in a professionai installation and is not up to spec. Solution: We will remove this splitter and connect equipment to proper outlets. Issue # 6; Surqe Suppression {all towers) DONE Description: Much of the equipment was plugged directly into a/c power. Problem: Sensitive equipment as is used in the tower can be damaged by normal fluctuations in a/c power. All equipment of this type should 6e protected by surge supp�ession to avoid interruption of normal functioning and catastrophic damage. Solution: tNe have already had whoie circuit surge suppression installed by Mike. -4- Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 14 of 20 Issue # 8: Butt Spiices (all towers) Description: The radio power supplies were cut and badly butt spliced. P�oblem: These connections a�e not protected from moisture. . This is not a reliable method of making connections and is not considered professionai or up to spec. Sotution: We will replace the bad splices and connection with clean, properly connected wires usi�g professional materiais and techniques and bri�ging the system up to spec. -6- Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 16 of 20 Issue # 9: Box Seals (aIi towers) Description: These are the holes in the boxes that are used for routing wires between fhe equipment box contents and other items. Problem: These hoies are poorly and incompietely seaied using putty. This will aiiow moistu�e to enter the box and may cause catastrophic damage. Solution: We will replace this putty wfth appropriate water seaiing boots and hardware. -7- Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 17 of 20 Issue # 10: Antennas (aIl towers) Description: These antennas are mounted at the top of each base. Problem: Connectors and mounting hardware are incompletely sealed using putty. This will lead to moisture damage and will eventuaily cause the antenna to fail. Solution: We wili replace the putty with proper water sealing barriers that are correctly applied. Issue # 91: Controllers (all towers) Description: The U5 controiler was not �eplaced with a U8 as indicated by Excitement. Some of the towers still have old controllers running. Prohlem: Excitement had indicated problems with U5 controllec Spare controllers should not be running since they may be usefui as repiacements if the current controlier fails. Solution: We will keep the U5 controller in the main tower and monitor for problems. We will remove the controllers from the other towers, install one in the main tower as a backup and store the remaining controllers in case the others fail. Issue #12 Damaqed Bolts (East most towe�l Desc�iption: Some bolt heads are stripped and some boits are orossthreaded. Problem: Tower cannot be opened. Solution: We will remove damaged bofts and replace with new (wili need to get the extra bolts). -$- Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 18 of 20 r1:r_n�c�» in order to evaluate the light outage on the west most tower as reported by Jenny Conn, we took apart the system entirely and determined that there were marry additionai issues. We will need to take apa�t each tower's wiring and test, fix and replace items as appropriate. This wiil include but is not limited to the foilowing issues: . Each tower is set up differently; wiring, components and configuration vary on a tower by tower basis, We will make them uniform + A uariety of non-standard power supplies and transformers are in use. Many of them are not rated for use in this type of environment and are a point of failure. We wiil replace them with appropriately rated power supplies. • At Iast count 8 light fixtu�es are either nonfunctional or functioning incorrectiy. We wili need to test ail of them and replace or repair as needed. We will aiso check aU fixtures. • One tower is not receiving DMX signals... wiil need to test and repair or repiace parts. . Wiring connections in the external light housing is exposed...wiii replace and repai� as required. As part of the repair process we will create a maintenance schedule which vaill include potential future points of failure and inspection, maintenance and repiacements schedule. �9- Artwork Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 19 of 20 Repair Costs: Noting additional issues (ne>ct page) and depending on what parts are damaged and need to be repiaced or repaired as well as problems in towers not yet taken fuliy apart, the budget is 12k —18k as we discussed, Schedule: We recommend scheduling this right away so that we can complete before freezing moisture may get into the c�nnections. -10- Artwark Maintenance Agreement with Nu, Inc., d/b/a Nu-Design 20 of 20