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HomeMy WebLinkAboutContract 48255 CITY SECRETARY CONTRACT NO. CONTRACT BETWEEN THE CITY OF FORT WORTH AND J & S AUDIO VISUAL COMMUNICATIONS,INC., tk _M_` FOR RIGGING AND AUDIO VISUAL SERVICES AT THE FORT WORTH CONVENTION CENTER This Contract for Ballroom Rigging and Audio Visual Services ("Contract") is made and entered into by and between the City of Fort Worth ("City"), a home-rule municipal corporation of the State of Texas, acting by and through Susan Alanis,its duly authorized Assistant City Manager, and J& S Audio Visual Communications, Inc., d/b/a J&S Audio Visual, Inc., acting by and through its duly authorized representative. WHEREAS, the City owns and operates the Fort Worth Convention Center located at 1201 Houston Street,Fort Worth, Texas 76102; WHEREAS, the Fort Worth Convention Center provides or makes available a multitude of services to meet the needs of both exhibitors and clients of the Fort Worth Convention Center; WHEREAS, rigging and audio/visual services are an integral part of the success of the Fort Worth Convention Center; WHEREAS, J&S Audio is in the business of providing rigging and audio/visual services to convention centers such as the Fort Worth Convention Center; and WHEREAS, the City desires to engage J&S Audio to provide the following services for clients and exhibitors at the Fort Worth Convention Center: (1) exclusive provider of rigging within the Exhibit Halls, Annex, Arena, and Ballroom of the Fort Worth Convention Center and (2) non-exclusive provider of audio/visual services throughout the entire 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, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: 1.1.1 fit shall mean the City of Fort Worth, Texas. 1.1.2 Clients and Exhibitors shall mean any person or entity that may from time-to- time enter into any agreement for the use of the FWCC for any of the Services provided by Contractor at the FWCC for a particular purpose. 1.1.3 Contract Year shall mean each successive twelve-month period during the term of this Contract commencing on October 1 and expiring on September 30 of the following year. 1.1.4 Director shall mean the Director for the Public Events Department of the City of Fort Worth, Texas or that person's authorized representative or designee. 1.1.5 Events shall mean any performance, production, show, exhibit, or activity scheduled at the FWCC. Agreement between SCN and City OFFICIAL RECORD 1 of 18 #K0FJT00N0DYAVKv2 CITY SECRETARY F7 WORTH,TX 1.1.6 FWCC shall mean the City-owned facility known as the Fort Worth Convention Center located at 1201 Houston Street,Fort Worth,Texas 76102. 1.1.7 Gross Revenue shall mean the total amount of money received or to be received by Contractor or by any agent, employee, officer,partner, contractor, or subcontractor of Contractor 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 Contractor or anyone acting by or on behalf of Contractor 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 FWCC or FWCC service contractors or permanent tenants, and (g) revenue paid directly to the FWCC, shall be excluded. Further, such Gross Revenue shall include all monies paid or to be paid by a purchaser of any goods or services provided by Contractor under this Contract, including, but not limited to, rental equipment and labor(net of any rent paid or payable by Contractor for such equipment). The sale of any goods, services, or other items that are returned by the purchaser and accepted by Contractor, exclusive of any sales tax, may also be deducted from the calculation of Gross Revenue. 1.1.8 Contractor shall mean J & S Audio Visual Communications, Inc., d/b/a J&S Audio Visual,Inc. SECTION 2. RIGHTS GRANTED 2.1 Services. Contractor shall provide the following services for Clients and Exhibitors at the FWCC: (1) exclusive rigging services within the Annex, Arena,Ballroom, and Exhibit Halls A,B, C, D, E and F at the FWCC and (2) non-exclusive audio/visual services throughout the entire FWCC in accordance with Exhibit A, which is attached hereto and incorporated herein by reference, ("Services") and the terms and conditions of this Contract. Contractor shall have the right to refuse to connect a hoist, truss, or other equipment that does not meet the FWCC building specifications or that may be deemed unsafe. 2.2 Rigging Services. Notwithstanding anything to the contrary, the exclusive rigging Services shall not apply to the right to supply safety cabling, chain hoists, trusses, or other equipment used to connect a point or the right to assemble objects suspended from the points. 2.3 Contractor shall obtain, when necessary, and keep in effect, at its own cost and expense, all licenses and permits necessary for the Services. Contractor shall collect and promptly pay all taxes required by federal, state, and local authorities related to the Services being provided herein. 2.4 The City shall have the right, at all times, to inspect all rigging Services and any equipment being used to provide any Services set forth herein. SECTION 3. TERM 3.1 Primary Term. This Contract shall be binding on the date of execution by the parties and effective beginning on October 1, 2016, and shall remain in effect until September 30, 2019 ("Primary Term"), subject to early termination as provided herein. Agreement between J&S Audio and Visual and City 2 of 18 3.2 Renewal Term. Following the Primary Term, the City and Contractor, by written mutual consent, may elect to extend this Contract under the same terms and conditions for up to five consecutive one year period ("Renewal Term"). Notification of intent to extend the Contract shall be given in writing to the other party at least sixty (60) calendar days prior to the expiration of the Primary Term and each respective Renewal Term. SECTION 4. CONSIDERATION 4.1 Monthly Commissions. 4.1.1 Rigging Services. Contractor shall pay the City a commission of Thirty Percent (30%) of its Monthly Gross Revenue derived from all rigging Services. 4.1.2 AudioNisual Services. Contractor shall pay the City a commission of Forty Percent(40%)of its Monthly Gross Revenue derived from all AV Services. 4.1.3 Monthly Gross Revenue shall be calculated based on a calendar month. Payments shall be made with respect to each calendar month that this Contract is in effect no later than the thirtieth (30ti') day of the following calendar month, including the last payment to be made at either termination or expiration of this Contract. In addition to any other reports to be submitted to the City,the Contractor shall submit a full accounting of each month's Services with each corresponding monthly payment. 4.2 Miscellaneous. 4.2.1 Past due payments shall accrue interest at the rate of 1% per Month. For purposes hereof, a payment shall be past due if not paid within thirty (30) days after its due date. In the event City is required to initiate litigation to collect any sums due hereunder, Contractor agrees to pay the City's court costs and reasonable attorney fees. 4.2.2 All payments due to the City shall 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 Contractor (in writing and with reasonable advanced notice), and shall be made in legal tender of the United States. SECTION 5. INSURANCE REQUIREMENTS 5.1 General Requirements. Contractor shall furnish to City in a timely manner, but not later than the start of the Primary 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, Contractor shall be in default of the Contract and City may, at its option, terminate the Contract. Contractor shall maintain, or require its general contractors and subcontractors to maintain(where applicable) the following coverages and limits thereof. Agreement between J&S Audio and Visual and City 3 of 18 5.1.1 Commercial General Liability(CGL)Insurance i. $1,000,000 each occurrence ii. $2,000,000 aggregate limit 5.1.2 Business Automobile Liability Insurance i. $1,000,000 each accident on a combined single-limit basis, or ii. $1,000,000 Aggregate iii. Insurance policy shall 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 shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Contractor's business as contracted herein. 5.1.3 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 5.2 Additional Requirements. 5.2.1 Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and Contractor shall revise such amounts within thirty (30)calendar days following notice to Contractor of such requirements. 5.2.2 Where applicable, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees,representatives, officers, agents, and volunteers of City. 5.2.3 The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Such insurance shall cover employees performing work on any and all projects. Contractor or its contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Contractor shall maintain the coverage on such contractor,if applicable,for each applicable contract. 5.2.4 Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Agreement between J&S Audio and Visual and City 4 of 18 5.2.5 Insurers of Contractor's insurance policies shall 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 shall be acceptable to City insofar as their financial strength and solvency and each such company shall 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. 5.2.6 Deductible limits on insurance policies shall not exceed $10,000 per occurrence unless otherwise approved by City. 5.2.7 In the event there are any local, federal or other regulatory insurance or bonding requirements for Contractor's operations, and such requirements exceed those specified herein,the former shall prevail. 5.2.8 Contractor shall require its contractors and subcontractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Contractor shall require its contractors and subcontractors to provide Contractor and City with certificate(s) of insurance documenting such coverage. Also, Contractor shall require its subcontractors to have City and Contractor endorsed as additional insureds(as their interest may appear)on their respective insurance policies. SECTION 6. ALTERATIONS ADDITIONS OR IMPROVEMENTS AND DAMAGES TO THE FWCC 6.1 Contractor shall not make or cause to be made any alterations, additions, or improvements to the FWCC without the prior written consent of the Director and a duly executed amendment to this Contract. 6.2 In the event that any City-owned property, including, but not limited to, utilities, improvements, equipment, carpeting, and the like, are damaged or destroyed by the Contractor during the performance of the Services, Contractor shall be solely responsible for all repairs or replacements and any costs related thereto. The Director shall determine whether any damage has been done, the amount of the damage, the reasonable costs of repairing the damage, and whether Contractor is responsible. The Director shall be the sole judge of the damage to the FWCC, in which judgment shall be exercised reasonably. Any damage by Contractor shall be repaired or replaced by Contractor to the reasonable satisfaction of the Director within thirty (30) calendar days after the City sends written notice of such damage or within such time as agreed to otherwise by the parties in writing. If the Contractor fails to remedy the damages in the time set forth above, then the Contractor agrees to reimburse the City for any costs incurred by the City in repairing or replacing such damage, with any such amount to be due and payable to the City within thirty(30)calendar days after the City sends a written invoice to the Contractor detailing such costs. SECTION 7. LIABILITY AND INDEMNIFICATION 7.1 CITY SHALL 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 CONTRACTOR PURSUANT TO THIS CONTRACT, OR ANY DEFECT CAUSED BY CONTRACTOR, 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 CONTRACTOR Agreement between J&S Audio and Visual and City 5 of 18 OR OF ANY OF ITS SUBCONTRACTORS, LICENSEES AND INVITEES, OR BY OR FROM ANY ACCIDENT,FIRE, OR OTHER CASUALTY. 7.2 CONTRACTOR 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 HIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'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) CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT OR(ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONTRACTOR OR ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, PARTNERS, CONTRACTORS, AND EMPLOYEES, RELATED TO THIS CONTRACT OR THE PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT. 7.3 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. 7.4 Contractor shall 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 8. RECORDS,ACCOUNTING,REPORTS AND OTHER REQUESTS 8.1 Contractor shall 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, pursuant to the terms herein ("Audit Records"). On request of the City, Contractor shall make all such Audit Records available for inspection and review to the City. 8.2 In addition to any audit rights granted herein, Contractor shall furnish to the City a yearly statement detailing any and all Gross Revenue derived from Contractor Services provided herein, with such statement to be furnished within ninety(90) calendar days after the end of each Contract Year. The statement shall be certified by an officer of Contractor to be true and correct in all material respects to the best of that person's knowledge. 8.3 Contractor shall 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 9. AUDIT 9.1 Contractor agrees that the City shall, 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 Contractor involving transactions relating to this Contract. 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 Agreement between J&S Audio and Visual and City 6 of 18 compliance with the provisions of this section. City shall give Contractor reasonable advance notice of intended audits. 9.2 Contractor 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 shall, 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 shall have access during normal working hours to all contractor and subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give the contractor and subcontractor reasonable advance notice of intended audits. SECTION 10. TERMINATION 10.1 Termination for Convenience. City may terminate this Contract for its own convenience by providing Contractor with at least ninety (90) days' written notice prior to the intended termination date. 10.2 Termination for Cause. Unless stated elsewhere in this Contract, Contractor shall 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 City referencing this Contract (or, if the Contractor 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 in the reasonable discretion of the Director). After notice and an opportunity to cure any such default as set forth above, City shall have the right,without any further notice,to terminate this Contract. 10.3 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any time during the Primary Term or any Renewal Term of the Contract,the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its monetary obligations under or associated with 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 Contractor 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. 10.4 Contractor's Duties Upon Expiration or Termination. 10.4.1 Prior to the effective date for expiration or termination of this Contract, Contractor shall promptly remove all of its personal property; provided, however, Contractor shall not be obligated to remove any fixtures. Contractor shall also repair any Contractor -caused damage to the FWCC, including, but not limited to, any damage that Contractor causes during removal of Contractor's property,to the reasonable satisfaction of the Director. 10.4.2 Phase Out and Transition. a. Contractor recognizes that the Services provided pursuant to this Contract are vital to the City's efforts to provide convenient rigging and audio/visual services to the Clients and Exhibitors of the FWCC; that continuity thereof must be maintained at a consistently Agreement between J&S Audio and Visual and City 7 of 18 high level without interruption; 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 reasonably cooperate in order to effect an orderly and efficient transition. Contractor shall reasonably cooperate with a smooth and seamless transition and have a cooperative approach. There shall be no negative correspondence in Contractor's communications to any Clients and Exhibitors of the FWCC. b. If the City procures a successor contractor prior to the effective date of expiration or termination of this Contract, then Contractor shall provide phase-out orientation to its successor contractor prior to Contract termination or expiration at no charge to the City. Phase-out orientation shall comprise a minimum of 30 working days, 8 hours per day, unless otherwise agreed by the parties in writing. Orientation may include system operations procedures,record keeping, reports, and procurement procedures. Contractor shall be completely responsible for providing the Services called for by the Contract during its phase-out period. Notwithstanding anything contained herein, Contractor shall not be required to communicate or provide any proprietary information or trade secrets, including but not limited to,hardware configurations, Contractor developed systems or software, or marketing programs. 10.4.3 If Contractor fails to comply with its obligations in this Section, City may, at its sole discretion, (i) remove Contractor's personal property and otherwise repair the FWCC and invoice Contractor for City's costs and expenses incurred, such invoice to be due and payable to City within thirty (30) calendar days of its delivery to Contractor; or (ii) following no less than thirty (30) calendar days' prior written notice to Contractor, take and hold any Contractor personal property as City's sole property; or(iii)pursue any remedy at law or in equity available to City. If Contractor fails to surrender the FWCC to City following termination or expiration, all liabilities and obligations of Contractor hereunder shall continue in effect until such is surrendered. 10.5 Duties and Obligations to Survive Termination or Expiration. No termination or expiration shall release Contractor from any liability or obligation resulting from any event happening prior to the completion of all post-termination duties. 10.6 Other Remedies. Any termination of this Contract as provided in this Contract will not relieve Contractor 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 Contractor 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 Contractor 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 shall relieve City from any obligation it may have to Contractor hereunder and Contractor may pursue any and all rights and remedies or relief provided by law, whether or not stated in this Contract. 10.7 Lost or Anticipated Profits. Contractor shall 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. 10.8 Collateral to Cure Defaults. Within fifteen (15) calendar days after the execution of this Contract, Contractor shall post a performance bond in the amount of$25,000.00, in a form reasonably satisfactory to the City, to secure Contractor's performance hereunder. The performance bond shall list Agreement between J&S Audio and Visual and City 8 of 18 the City as a dual obligee, and the City shall be entitled to claim against the bond for any amount owed to the City pursuant to this Contract, which shall be cumulative to any other remedies. SECTION 11. NONDISCRIMINATION 11.1 Contractor shall 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 Contractor represents and warrants that to the extent required by applicable laws, it is an equal opportunity employer and shall comply with all applicable laws and regulations in any employment decisions. 11.2 In the event of Contractor 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 Contractor may be debarred from further agreements with City. SECTION 12. VENUE AND CHOICE OF LAW 12.1 Contractor and City agree that this agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Contract, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas—Fort Worth Division, SECTION 13. THIRD-PARTY RIGHTS AND ASSIGNMENTS 13.1 The provisions and conditions of this Contract are solely for the benefit of the City and . Contractor, and any lawful assign or successor of Contractor, and are not intended to create any rights, contractual or otherwise,to any other person or entity. 13.2 Contractor 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 shall not be unreasonably withheld, and any attempted subcontract or assignment of same without such prior consent of the City shall be void. SECTION 14. BINDING COVENANTS 14.1 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 15. NOTICES 15.1 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, certified, at the addresses shown below, unless and until either party is otherwise notified in Agreement between J&S Audio and Visual and City 9 of 18 writing by the other party, at the following addresses. Mailed notices shall be deemed received as of the date of receipt. CITY: CONTRACTOR: City of Fort Worth J&S Audio Visual, Inc. Public Events Department Attn: Monroe Jost Fort Worth Convention Center 9150 N.Royal Lane Attn: Director Irving, Texas 75063 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 16. INDEPENDENT CONTRACTOR 16.1 It is expressly understood and agreed that Contractor and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall 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, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Contractor and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Contractor or any employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers of Contractor. Neither Contractor, nor any officers, agents, servants, employees or subcontractors of Contractor shall be entitled to any employment benefits from the City. Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representative,agents, servants, officers, contractors, subcontractors, and volunteers. 17.2 The City, through its authorized representatives and employees, shall have the sole and exclusive right to exercise jurisdiction and control over City employees. Contractor represents that all of its employees and subcontractors who perform Services under this Contract shall be qualified and competent to perform the Services set forth herein. The Director reserves the right to refuse to permit any employee of Contractor from providing the Services set forth herein for any reason, provided that if the conduct of the employee is correctable, such employee shall have first been notified of his or her objectionable conduct and shall have had the opportunity to correct it. SECTION 17. AMENDMENTS, CAPTIONS,AND INTERPRETATION Agreement between J&S Audio and Visual and City 10 of 18 17.1 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 Contractor. 17.2 Captions and headings used in this Contract are for reference purposes only and shall not be deemed a part of this Contract. 17.3 In the event of any dispute over the meaning or application of any provision of this Contract,this Contract shall be interpreted fairly and reasonably, and neither more strongly for or against any party,regardless of the actual drafter of this Contract. SECTION 18. GOVERNMENTAL POWERS AND IMMUNITIES 18.1 It is understood that by execution of this Contract, the City does not waive or surrender any of its governmental powers or immunities. SECTION 19. AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES 19.1 By executing this Contract, Contractor's agent affirms that he or she is authorized by Contractor to execute this Contract and that all representations made herein with regard to Contractor's identity, address,and legal status are true and correct. 19.2 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 shall be as legally binding for all purposes as an original signature. SECTION 20. SEVERABILITY AND NO WAIVER 20.1 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 shall in no way affect any other covenant, condition or provision does not materially prejudice either Contractor or City in connection with the right and obligations contained in the valid covenants, conditions or provisions of this Contract. 20.2 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 shall 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 21. FORCE MAJEURE 21.1 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 Agreement between J&S Audio and Visual and City 11 of 18 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 Contractor without any penalty to the City. Notwithstanding anything to the contrary, Contractor shall not be 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. SECTION 22. COMPLIANCE WITH LAWS 22.1 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 and City policies,as amended. 22.2 If City notifies Contractor or any of its officers, agents, employees, contractors, subcontractors, licensees, volunteers, or invitees of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. SECTION 23. SOLE AGREEMENT 23.1 This Contract, including any exhibits attached hereto and any documents incorporated herein, contains the entire understanding and agreement between the City and Contractor, and any lawful assign and successor of Contractor, 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 Contractor have caused this Agreement to be ex ted and de 'vered the' my authorized representatives in Fort Worth, Tarrant County,Texas on ay of 2016. CITY OF FORT WORTH J& S AUDIO VISUAL COMMUNICATIONS,INC., D/B/A J&S AUDIO VISUAL,INC., B By: Susan Alanis Monroe Jost ssistant City Manager Chief Executive Of er RECOMMENDED FOR APPROVAL: By: dKirMlaughter Director of Public Events APPROVED AS TO FORM Agreement between J&S Audio and Visual and City 12 of 18 AND LEGALITY: Tyler-. 'all�h Assistafl�ey Attorney ATTEST: IM v ary ys1300 ° City Secretary , " �m M&C: P-11935 S ®� Date: September 20, 2016 ° A00000 .0 F()FFICIALD �.V11 Agreement between J&S Audio and Visual and City 13 of 18 EXRMIT A I. Description of Services A. Contractor shall, at its sole cost and expense, provide rigging and audio/visual Services for Clients and Exhibitors of the FWCC consistent with the standards and practices common to this industry. The Services to be provided are set forth below. B. Rigging Services. Contractor shall provide exclusive rigging services within the Annex, Arena, Ballroom, and Exhibit Halls A, B, C,D, E and F of the FWCC. Rigging encompasses attaching hardware and equipment to ceilings, including,but not limited to, rigging hoist,trussing, lighting,video, audio, and scenic equipment or props. The rigging Services shall include,without limitation,the following: 1. Contractor shall provide riggers and motors to any Clients and Exhibitors desiring to hang any structure that requires a motor. Contractor shall provide any steel cabling, shackles or span sets required to do such rigging. 2. Contractor shall inspect all hanging equipment to ensure weight limits and applicable safety guidelines and regulations are strictly enforced. 3. Contractor shall provide all motors, steel or span sets, and shackles required for events at the FWCC. 4. Contractor shall provide all rigging labor. At a minimum, Contractor shall provide a two- person crew for rigging for any event,with a four-hour minimum guarantee per person. 5. Contractor shall ensure that all equipment is flown a minimum of eight feet above the ground. 6. Contractor shall ensure that no equipment will be trimmed within sixteen inches of a sprinkler head or within eight inches of any part of any ceiling. 7. Contractor shall ensure that no rigging will be done from the air wall track or any part of the FWCC's electrical or plumbing systems. 8. Contractor shall provide a lift and lift compressor where necessary to fulfill its rigging Services. 9. Contractor shall provide certified riggers for all rigging Services. C. Audio/Visual Services. Contractor shall provide audio/visual Services throughout the entire FWCC on a non-exclusive basis. Understanding that the audio/visual Services are non-exclusive, Contractor agrees to cooperate and assist with any other company that provides audio/visual services at the FWCC. The audio/visual Services shall include,without limitation,the following: 1. Audio/video/lighting/staging equipment rental; 2. Large Screen Projection,Data, Graphic,I-Mag 3 Multi-Camera Video Production 4. Concert Audio Agreement between J&S Audio and Visual and City 14 of 18 5. Exhibitor Services 6. Teleprompting Services 7. Breakout Meeting Services 8. Digital Signage 9. Live Performance Sound and Lighting 10. Creative Services 11, Theatrical Set Design 12. Equipment Maintenance and Repair 13. Theatrical Stage Lighting 14. Audience Response Systems 15. Video Conferencing 16. Design and Integration Services 17. Comprehensive proposals and equipment recommendations 18. Set design and drawings 19. Planning and theme development meetings D. Prices. All prices to be charged for the Services provided in this Contract shall be consistent with local industry standards and are subject to prior written approval of the Director, including, but not limited to, any increases or decreases. City and Contractor agree to review all prices at the beginning of each Contract Year. Agreement between J&S Audio and Visual and City 15 of 18 II. Delivery of Services A. Pre-Event Marketing and Sales 1. Contractor shall initiate contact with Event management within a reasonable time prior to an Event's scheduled move-in date. 2. Contractor shall actively participate in the marketing efforts of the FWCC, including, but not limited to, City events, marketing materials, advertising, and other promotional efforts. Contractor shall contribute audio/visual equipment, production services, and personnel, where applicable, to non-revenue generating FWCC functions or contribute financially for the audio/visual portion of other efforts, such as advertising that promotes professional audio/visual capabilities. 3 Contractor shall customize an on-site sales program to ensure that it is capturing audio/visual and production business, and that it is making the Clients and Exhibitors aware of its Services, which will including, without limitation, bringing in show services and staff, when necessary. The Director reserves the right to approve all aspects of Contractor's sales program, including,but not limited to, letter formats and collateral. 4. Upon receipt of Client and Exhibitor lists from the Client and Exhibitor, Contractor's internal sales team shall initiate marketing and sales efforts to Clients and Exhibitors and educate them on all product and Service offerings, including, but not limited to, all rigging and audio/visual Services. 5. Contractor shall provide Event organizers with marketing materials upon initial site visitation, or upon request, to inform and educate the customer about services provided by Contractor. The marketing material will be attractive and professionally prepared brochure describing the Services and equipment that are available. All marketing material will be subject to approval by the Director. 6. Contractor shall schedule an audio/visual production orientation meeting with all Clients and Exhibitors using the Services, which will be designed to familiarize Event organizers with Contractor's capabilities, update them on new technology, and answer any questions. B. Ordering and Production 1. Prior to the start of any individual Event, Contractor shall perform the following: i. Produce completion and status reports for the Services, which shall include, without limitation,number of orders received,processed and paid. ii. Review Event plans with applicable FWCC staff,Director, and Event host. iii. Check all materials and inventory levels and order any equipment. C. Event(Pre,During, and Post) 1. Contractor shall ensure that all equipment necessary to fulfill the Services set forth herein for each Client and Exhibitor is properly and timely installed,programmed, and tested. Agreement between 7&S Audio and Visual and City 16 of 18 2. Contractor shall be responsible for any and all set-up and tear down associated with the Services to be provided for each Event. 3. For all Events, Contractor shall provide a method of communication with on-site FWCC staff. 4. Contractor shall conduct quality check s of proper installation of all necessary equipment and infrastructure related to the Services to be provided hereunder. 5. Once an Event begins, Contractor's representatives shall actively visit the Clients and Exhibitors to ensure that all Services are satisfactory. D. Billing, Invoicing, and Collection 1. Contractor shall be responsible for all billing, invoicing, and collection activities for any Services to Clients and Exhibitors of the FWCC pursuant to the terms of this Contract. 2. Contractor shall ensure that all payments for the Services provided pursuant to this Contract are received by Contractor from the Clients and Exhibitors prior to providing any such Services. E. Follow-up 1. At the close of each Event, Contractor shall conduct surveys to rate the customers overall satisfaction with the Services provided. F. Ongoing Obligations of Contractor 1. Contractor 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. 2. Contractor shall coordinate any and all special access arrangements from providers. 3. Contractor 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. - 4. Contractor shall provide an account executive to handle all aspects of the Services, including, but not limited to, communicating all pricing, equipment and labor requirements, and diagrams to the Clients and Exhibitors, as needed, and supervising support staff(technicians and engineers). 5. Contractor shall provide a dedicated phone line for City and Clients and Exhibitors to call for any questions related to the Services be provided herein. Contractor shall staff the dedicated phone line 24 hours per day, 7 days per week during the Primary Term and any Renewal Term. Agreement between J&S Audio and Visual and City 17 of 18 6. Contractor shall ensure that the Services are closely supervised by its National Director of Hotel &Facility Operations and the Sales and Marketing and Executive Management staff. 7. Contractor's goal is to exceed the expectations of both the City and the Clients and Exhibitors. If Contractor's Services fail to meet the either the City's or Clients' and Exhibitors' needs, Contractor will work directly with the City and Clients and Exhibitors to remedy the situation to the satisfaction of the Clients and Exhibitors and the City. 8. Contractor shall have an ongoing obligation to offer orientation sessions and technology updates to City staff to ensure that they are familiar with Contractor's complete range of Services,the company and its staff, and new technologies. Agreement between J&S Audio and Visual and City 18 of 18 Official site of the City of Fort Worth,Texas FORT IVORTI I CITY COUNCIL AGEINI DA COUNCIL ACTION: Approved on 9/20/2016 REFERENCE13P16-0178 RIGGING DATE: 9/20/2016 NO.: **P-1 1935 LOG NAME: SERVICES MJR PUBLIC EVENTS CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Contract with J&S Audio Visual Communications, Inc. d/b/a J&S Audio Visual, Inc., to Provide Exclusive Rigging and Preferred Audio Visual Services for Facility Users at the Fort Worth Convention Center for the Public Events Department at No Cost to the City (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize execution of a contract with J&S Audio Visual Communications, Inc. d/b/a J&S Audio Visual, Inc., to provide exclusive rigging and preferred audio visual services for facility users at the Fort Worth Convention Center for the Public Events Department with an initial term of three years and five successive one-year renewal options at no cost to the City. DISCUSSION: The Public Events Department will use this contract to provide exclusive rigging and preferred audio visual services to facility users for various public events, meetings, and trade shows utilizing the Fort Worth Convention Center (FWCC) on an as-needed basis. Entities that license the FWCC will utilize the services in this contract if they have rigging and audio visual needs. Costs for these services will be paid by those entities utilizing the FWCC. RFP ADVERTISEMENT -A Request for Proposals (RFP) was advertised in the Fort Worth Star- Telegram every Wednesday from June 1, 2016 through August 3, 2016. The evaluation factors consisted of rigging experience, performance reputation, customer service and value to the customers, contractor's financial condition, ability to begin no later than the requested commencement date of the contract, contractor's available resources to provide rigging services to FWCC clients, and the percentage offered of all adjusted gross receipts that shall be paid to FWCC. Fifty-seven vendors were solicited from the purchasing vendor database system; three responses were received. The proposals were reviewed by an evaluation committee consisting of staff from the Public Events Department. The proposal from J&S Audio Visual Communications, Inc. (J&S Audio), was determined to present the best value to the City. PRICE ANALYSIS -There is no change in commissions offered under this contract compared to previous Agreement awarded on September 23, 2008 (M&C C-23060). J&S Audio will pay commission of 30 percent of all gross receipts for labor and equipment rental for rigging services and a commission of 40 percent of all gross receipts for audio/visual services. No guarantee was made that a specific amount of services would be offered. However, Public Events Department estimates revenue to exceed $100,000.00 in Fiscal Year 2017. M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE office, in accordance with the BDE ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. Logname: 1d2 CONTRACT TERMS - Upon City Council's approval, the contract will begin upon complete execution and expire in three years. RENEWAL OPTIONS - This contract may be renewed for up to five successive one-year periods under the same terms and conditions. Although this contract has no effect on the City's budget, the renewals will not require City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that the approval of this contract will have no material affect on the City's annual budget. The Public Events Department will be responsible for the coordination of services under this Agreement. BQN\\ TO Fund Department Account Project Program Activity Budget Reference: Amount ID ID Year Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: Jane Rogers (8385) Jack Dale (8357) ATTACHMENTS JSAV 1295 Form.pdf Logname: 1 d2