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HomeMy WebLinkAboutContract 37707CITY SFCRETARY CONTRACT NO. -1 CONTRACT BETWEEN THE CITY OF FORT WORTH AND J & S AUDIO VISUAL, INC. FOR BALLROOM RIGGING & AUDIO VISUAL PROVIDER CONTRACT FOR THE FORT WORTH CONVENTION CENTER This contract is made and entered into by and between the City of Fort Worth, a home -rule municipal corporation of the State of Texas, located within Tarrant, Denton, and Wise Counties, (hereinafter referred to as "City"), acting by and through Thomas Higgins, its duly authorized Assistant City Manager, and J & S Audio Visual, Inc., (hereinafter referred to as "Contractor"), acting by and through Kevin Jost, its duly authorized Vice President. WITNESSETH: WHEREAS, the Fort Worth Convention Center (hereafter referred to as "FWCC") provides or makes available a multitude of services to meet the needs of both tenants and users of the facility; and WHEREAS, ballroom rigging and audio visual services are an integral part of the success of the FWCC. NOW THEREFORE, in consideration for the covenants and agreement hereafter set forth, the parties hereto agree as follows: I. TERM 1.1 The initial term of this agreement shall be for five years from October 1, 2008, and may be terminated by the City at any time without or penalty or cause. 1.2 In addition to the initial term set forth in Section 1.1, and at the sole discretion of the City, J and Contractor may renew the contract annually for aone-year renewal period, not to exceed three one-year options. Subject to approval of the City Manager, the City agrees to provide Contractor written notice of its request to exercise an option period no less than 90 calendar days prior to the expiration of the term that is in effect. DESCRIPTION OF SERVICES 2.1 Contractor shall perform the following services, all consistent with City's Request for Proposal dated June 4, 2008, hereinafter referred to as the "RFP," attached hereto as Exhibit "1 "; Contractor's Bid Response, dated July 3, 2008, attached hereto as Exhibit "2"; and the terms of this Contract. In the event of a conflict ~✓rACIAL RFCORD CITY SECRETARY I FT. woRTH, "T between these documents, such conflicts shall be resolved as follows: the REP takes precedence over the Bid Response and this Contract, and the Bid Response takes precedence over this Contract. Both the RFP and the Bid Response are incorporated herein and made a part of this agreement for all purposes as if they had been copied herein verbatim. 2.2 Contractor shall work closely with the Director of the Public Events Department, or his/her designee, (hereinafter referred to as "Director"), in the performance of any and all related tasks required by the Director in order to fulfill the intent of this Contract. 2.3 Contractor shall deliver all data, reports and documents which result from its services to the Director in such form as described in Section 5: Scope of Services and the expectations contained in the RFP. 2.4 Contractor represents that all of its employees and subcontractors who perform services under this Contract shall be qualified and competent to perform the services required herein. Contractor agrees to replace any employee or subcontractor that the City, in its reasonable opinion, finds unacceptable. III. PAYMENT FOR SERVICES 3.1 In consideration of the exclusive nature for ballroom rigging and preferred nature of the audio visual services for this Contract, Contractor agrees to pay the City the payments required to be paid by the Contract Documents, including specific payments as follows. Thirty percent (30%) of gross receipts for rigging services in the ballroom, meeting rooms and exhibit space Forty percent (40%) of gross receipts for audio visual equipment rentals 3.2 Payments shall be made no later than 30 days after the close of each month that this Contract is in effect, including the last payment to be made at either termination or expiration of this Contract. 3.3 Past due payments shall accrue interest at the rate of ten percent (10%) per annum. In the event City is required to initiate litigation to collect any sums due hereunder, Contractor agrees to pay court costs and reasonable attorney fees. IV. INSURANCE REQUIREMENTS 4.1 Contractor shall procure, pay for, and maintain during the term of this Contract, with a company authorized to do business in the State of Texas and acceptable to City, the minimum insurance coverage contained in Attachment "B" to the RFP, and comply with all other requirements of said Attachment `B." J&S Audio Visual, Inc. Page 2 of 9 V. 11NDEMNI11 IC1-1TION 5.1 Licensee covenants and agrees to and does hereby indemnify, hold harmless and defend, at its own expense, the City, its officers, servants and employees, from and against any and all claims, causes of action or suits, including but not limited to, Workers' Compensation Act liability, lost profits, property damage, and personal injury, including death, to any and all persons, of whatsoever kind or character, whether real or asserted, arising out of the use and occupation of the facilities by Licensee. THIS INDEMNITY PROVISION (INCLUDING, WITHOUT LIMITATION, INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES) IS SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED OR PROVED THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED AS A WHOLE OR IN PART BY ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER ACT, OMISSION, OR CONDITION WHATSOEVER OF THE CITY OR ITS PROPERTY. VI. RIGHT OF REVIEW AND AUDIT 6.1 Contractor agrees that City shall, until the expiration of three (3) years after final payment under this contract is made to City, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of Contractor involving transactions relating to this contract. Contractor agrees that 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, as well as Article VI. 6.2 Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that 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 shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article together with Article VI. City shall give the subcontractor reasonable advance notice of intended audits. 6.3 Contractor and subcontractor agree to photocopy such documents as may be requested by City. City agrees to reimburse Contractor and/or subcontractor for the cost of copies at the rates as contained in the Texas Administrative Code at the time payment is made. J&S Audio Visual, Inc. Page 3 of 9 VII. GIFT TO PUBLIC SERVANT 7.1 City may terminate this Contract immediately if Contractor has offered, conferred, or agreed to confer any benefit upon a City employee or official that the City employee or official is prohibited by law from accepting. 7.2. For purposes of this section, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. 7.3. Notwithstanding any other legal remedies, City may require Contractor to remove any of its employees or subcontractors from the Project who has violated the restrictions of this section or any similar state or federal law, and obtain reimbursement for any expenditures made to Contractor as a result of the improper offer, agreement to confer, or conferring of a benefit to a City employee or official. VIII. TERMINATION 8.1 City may terminate this Contract for its own convenience or for cause in the event of a breach of this Contract by Contractor, which breach is not cured within sixty (60) days after written notice thereof to Contractor, with the understanding that all services being performed under this Contract shall cease upon the date specified in such notice. If the City terminates this Contract for convenience pursuant to this Section, the City shall pay Contractor for services actually and satisfactorily performed in accordance herewith prior to such termination, in accordance with a final statement submitted by Contractor documenting the performance of such work. 8.2 Contractor shall not be entitled to lost or anticipated profits in the event this Contract is terminated as provided for herein or in the event that the City, in its sole discretion, decides not to exercise any option period. 8.3 Upon termination or expiration of this Contract, Contractor shall not remove any property or equipment vital to the service provision until: 8.3.1 the ownership of the property is determined; and 8.3.2 the FWCC has time to replace or purchase the property or equipment to maintain the ability to provide the services contemplated herein. 8.4 Upon meeting the requirements of either 8.1.1 or 8.1.2, Contractor at its sole expense, shall remove from the FWCC all equipment and material which Contractor owns. J&S Audio Visual, Inc. Page 4 of 9 8.5 Contractor recognizes that the services provided pursuant to this Contract are vital to the City's efforts to provide rigging and audio visual services; that continuity thereof must be maintained at a consistently high level without interruptions that upon expiration or earlier termination of this Contract a successor may continue these services; that any successor contractor shall need phase -in training; and that Contractor must cooperate in order to effect an orderly and efficient transition. Contractor shall cooperate with a smooth, seamless transition and have a cooperative approach. There shall be no negative correspondence in Contractor's communications to Licensees or Exhibitors. 8.6 .Contractor shall be required to provide phase -out services to its successor contractor for up to thirty (30) days prior to Contract expiration at no charge to the City. Phase -out orientation shall comprise a minimum of 30 working days, 8 hours per day. Orientation may include but not be limited to, system operations procedures, record keeping, reports, and procurement procedures, etc. Contractor shall be totally responsible for providing the services called for by the Contract during its Phase -out period. City agrees to work with Contractor to prevent disclosure of Contractor's trade secrets during the Phase -out period. IX. NONDISCRIMINATION As a condition of this Contract, Contractor covenants that it will take all necessary actions to insure that in connection with any work under this Contract, Contractor, its employees and subcontractors, will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or disability unrelated to job performance, either directly, indirectly or through contractual or other arrangements. Contractor shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §12101- 12213, as amended. In this regard, Contractor shall keep, retain and safeguard all records relating to this Contract or work performed hereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized City representatives, upon request, for purposes of evaluating compliance with this and other provisions of the Contract. X. VENUE /GOVERNING LAW 10.1 The obligations of the parties to this Contract are performable in Tarrant County, Texas, and if legal action is necessary to enforce same, venue for any action arising under the terms and conditions of this agreement shall lie in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 10.2 This Contract shall be construed under the laws of the state of Texas. This contract has been fully negotiated between the parties and any ambiguity contained herein shall not be construed adversely to either party based upon which party may have written the Contract. J&S Audio Visual, Inc. Page 5 of 9 XI. ASSIGNMENTS 11.1 This Contract shall not be assigned, transferred or sublet without, in whole or in part, without the prior written consent of the City and any such attempt to assign, transfer or sublet without the written consent of the City shall be void. This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and, except as otherwise provided in this Contract, their assigns. XII. NOTICES All notices, communications, and reports required or permitted under this Contract shall be personally delivered or sent via certified mail to the respective parties by depositing same in the United States mail, postage prepaid, 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 shall be deemed communicated as of the date of receipt. If intended for CITY, to: Kirk Slaughter, Director Fubiic Events Department Fort Worth Convention Center 1201 Houston Street Fort Worth, Texas 76102 If intended for CONTRACTOR, to: Kevin Jost, Vice President J&S Audio Visual Services 7435 Airport Freeway Fort Worth, Texas 76118 XIII. INDEPENDENT CONTRACTOR 13.1 Contractor shall perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City. Contractor shall have exclusive control of, and the exclusive right to control, the details of the work performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between J&S Audio Visual, Inc. Page 6 of 9 the City and Contractor, its agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and Contractor. XIV. MISCELLANEOUS PROVISIONS 14.1 Severability. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Contract shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Contract. 14.2 Multiple Ori&finals. This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 14.3 Headings Not Controlling. The headings or captions to the various clauses of this Contract are for informational purposes only and shall not alter the substance of the terms and conditions of this Contract. 14.4 Force Majeure. 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) days, the Director may terminate this Contract by giving seven (7) days written notice to the Contractor. In the event the City terminates the Contract, pursuant to this section, the City will reimburse the Contractor the balance of any unamortized capital improvements made at the facility by the Contractor, such termination not being based upon a default or breach of this Contract 14.5 Work Stoppage /Strikes. CONTRACTOR WAIVES ANY CLAIM IT MAY HAVE FOR FINANCIAL LOSSES OR OTHER DAMAGES RESULTING FROM THE TERMINATION. Contractor is not relieved from performing its obligations under this Contract due to a strike or work slowdown of its employees. Contractor shall employ only fully trained and qualified personnel during a strike. J&S Audio Visual, Inc. Page 7 of 9 14.6 Entirety of Agreement. This Contract, together with the Exhibits incorporated therein, embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to matters in this Contract, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Contract. [Signature Page Follows] J&S Audio Visual, Inc. Page 8 of 9 EXECUTED this the day of Oa -, 2008. ATTEST Approved as to form.and legalit} B Assistant City Attorney M&C: C- � b�� ;Approved 9/23/08 ATTEST: ,,.�;�YPZB-.; DONNA L. WILLIAMS Notary Public, State of Texas ' - My Commission Expires February 22, 2011 J&S Audio Visual, Inc. Page 9 of 9 CITY OF FORT WORTH By: Thomas Higgi Assistant City Manager Contract Authorization /0/Z/G8 J&S Audio Visual, Inc. Kevin Jost Vice President OFFICIAL RECORD CITI( I;�CRETARY T. WORTH, TX City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/23/2008 DATE: Tuesday, September 23, 2008 LOG NAME: 25J&S2008 SUBJECT: Authorization to Enter into a Contract with Services for Facility Users at the Fort Worth RECOMMENDATION: It is recommended that the City Council: REFERENCE NO.: **C-23060 J&S Audio Visual, Inc., to Provide Ballroom Rigging Convention Center 1. Authorize the City Manager to execute afive-year agreement with J&S Audio Visual, Inc., as the exclusive provider of ballroom rigging services and preferred provider for audio visual services for various public events, meetings and trade shows at the Fort Worth Convention Center; and 2. Authorize the agreement to begin October 1, 2008, and expire September 30, 2013, with options to renew for three additional one-year periods. DISCUSSION: J&S Audio Visual, Inc., is recommended as the exclusive provider of ballroom rigging services and preferred provider for audio visual services for various public events, meetings and trade shows utilizing the Fort Worth Convention Center (FWCC) based on its overall commission structure, value to the customer, and experience. J&S Audio Visual, Inc., is a national company with local offices and has provided rigging and audio visual services for FWCC clients for many years, and is familiar with the FWCC facility and its customers. The FWCC hosts many events that require rigging and audio visual services. In an effort to protect the City's investment in the ballroom rigging system and provide a higher level of customer service, an RFP was issued to obtain exclusive ballroom rigging services with an option to serve as the in-house audio visual service provider. J&S Audio Visual, Inc., will pay 30 percent of all gross receipts for riggings services in the ballroom, meeting rooms, and exhibit space, and a commission of 40 percent of all gross receipts for audio visual equipment rentals. The FWCC estimates revenue to exceed $100,000.00 in Fiscal Year 2008- 2009. The Request for Proposal was issued on June 4, 2008, and proposals were received on July 3, 2008, from the following five companies: Alliance Audio Visual, Freeman, J&S Audio Visual, Inc., NPS, and PSAV. Proposals were evaluated based on the previous experience; general reputation for customer service and value; financial condition; ability to begin operations on October 1, 2008; available resources; and proposed commission structure. Based on the total point distribution of those measures, City staff recommends awarding the contract to J&S Audio Visual Services, Inc. RENEWAL OPTIONS This agreement may be renewed for up to three successive one-year terms at the City's option. This action does not require specific City Council approval. Logname: 25JS2008 Page 1 of 2 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Public Events Department will be responsible for the collection of funds due to the City under this agreement. TO Fund/Account/Centers FROM Fund/AccountlCenters GG01 443443 0252000 0.00 Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: Tom Higgins (6575) Kirk Slaughter (2501) James Horner (2505) Logname: 25JS2008 Page 2 of 2