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2014-060 ON-CALL AUDIO-VISUAL SERVICES AGREEMENT THIS AGREEMENT, made and entered into this / 2- day of rl w ( 2014, A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Flonda (hereinafter referred to as "CITY"), and SHOW MASTERS PRODUCTION LOGISTICS, INC., 6708 Crane Road, North Richland Hills, TX 76182 (hereinafter referred to as "COMPANY"). WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I - SCOPE OF WORK The COMPANY shall furnish audio, lighting, and video services for scheduled special events and on on-call basis as more particularly described in the bid documents and specifications entitled: RFP No. 14-027 On-Call Audio-Visual Services as prepared by CITY and shall do everything required therein and by this Contract and the other Contract Documents contained in the specifications, which are a part of these Documents. ARTICLE II -THE CONTRACT SUM The CITY shall pay to the COMPANY for the faithful, accurate and complete performance of the services contemplated herein and based on authorized and approved request for services as described in the Contract Documents, an amount as set forth in the COMPANY'S Price Schedule included and made a part of COMPANY'S response to RFP No. 14-027 and as set forth in Exhibit"A" attached hereto and incorporated herein. ARTICLE III - PROVISION OF SERVICES 1. The COMPANY shall only provide to CITY services upon request and as agreed to by the CITY'S representative and shall provide the services in the manner and timeframe and as set forth in'RFP No. 14-027. 2. COMPANY, upon receipt of a request for service hereunder shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there will be any delay in providing the services requested. 3. It is expressly understood and agreed that the passing, approval and/or acceptance of any repair services contemplated herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY. 1 4. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of services at anytime dunng the term hereof. ARTICLE IV - PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, and subject to additions and deductions as provided, the CITY shall pay the COMPANY within thirty (30) days of the receipt of COMPANY'S invoice, provided that CITY has accepted the services that are subject to the invoice and CITY has not objected to payment thereof. COMPANY'S invoice shall specifically identify, to the satisfaction of CITY, the services provided. ARTICLE V—TERM 1. This Contract shall take effect upon the date that it is last executed by the parties as set forth below and will continue in effect for three (3) years thereafter, whereupon it shall automatically expire, unless renewed by CITY as provided herein. CITY at its sole option shall, upon wntten notice to COMPANY, have the right to renew this contract for three(3) additional one (1) year terms. 2. Prior to completion of each exercised contract term, if the City gives written notice of renewal to COMPANY, then the pricing set forth on Exhibit A shall increase according to the changes in the Consumer Price Index for Urban Wage Earners and Clerical Workers, US City Average, all items, published by the Bureau of Labor Statistics, United States Department of Labor (1982-84=100) (the "Index"). In the event said Index ceases publication, the adjustment shall be determined by using the Consumer Price Index for All Urban Consumers (all items) or, if not available, then according to the index most comparable to the Index for All Urban Consumers as reasonably selected by COMPANY. The pricing subject to adjustment shall be multiplied by a fraction of which the denominator shall be the Index for the month prior to the commencement date or prior to the first day of the current year 1-year period for which a CPI adjustment has been determined, as the case may be, and the numerator of which is the Index for the last month of the contract year prior to the first month of the next succeeding 1-year period for which such CPI adjustment shall be required. COMPANY shall submit to CITY a computational scheduled reflecting the adjustment pursuant to the aforementioned formula within 30 days after said Index shall be available. In the event of any delay in establishing the adjustment, the CITY shall continue to pay the previous amount until the adjusted amount is determined. In such event, the adjustment shall be retroactive to the beginning of the renewal year In no event after any adjustment shall the pncing be reduced below the annual amount prescnbed for the then current 1-year penod of this Contract. The adjusted pricing so determined shall become the base pricing for the succeeding renewal period Continuation of the contract beyond the initial period, and any option subsequently exercised, is a CITY exclusive prerogative, and not a right of the COMPANY This 2 prerogative will be exercised only when such continuation is clearly in the best interest of the City. ARTICLE VI—TERMINATION Either party may terminate this Contract for cause at any time upon written notice to the other party, and either party may also terminate without cause upon sixty (60) days written notice to the other party. ARTICLE VII— DISPUTE RESOLUTION - MEDIATION 1. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. 2. The CITY and COMPANY shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 3. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held at Clermont City Hall, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. ARTICLE VIII—INSURANCE AND INDEMNIFCIATION 1. COMPANY shall provide the insurance as set forth in RFP 14-027 and the Contract Documents. 2. To cover to the fullest extent permitted by law, the COMPANY shall indemnify and hold harmless the CITY and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the Scope of Work hereunder, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, and (2) is caused in whole or in part by any negligent act or omission of the COMPANY, any subCOMPANY, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article. The COMPANY hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. Notwithstanding the above, CITY acknowledges that the COMPANY does not waive the limitations of tort liability as provided in Section 768.28 of the Florida Statutes, as applicable and amended from time to time, and nothing in this Contract shall act as a waiver of the 3 ADMINISTRATIOR's entitlement to sovereign immunity as to tort claims as a matter of statutory and common law. ARTICLE IX-NOTICES All notices shall be in wnting and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. COMPANY: Show Masters Production Logistics, Inc. Attn: Bill Hall, President 6708 Crane Road North Richland Hills, TX 76182 CITY : City of Clermont Attn: Darren Gray, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE X—MISCELLANEOUS 1. Waiver. The waiver by CITY of breach of any provision of this agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this agreement. 2. Severability. If any provision of this agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the agreement valid and enforceable under applicable law, the remainder of this agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 3. Amendment. Except for as otherwise provided herein, this agreement may not be modified or amended except by an agreement in writing signed by both parties. 4 Entire Agreement. This agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by COMPANY. 5. Assignment. This agreement is personal to the parties hereto and may not be assigned by COMPANY, in whole or in part, without the pnor written consent of city. 4 6. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this agreement shall be Lake County, Florida. 7. Applicable Law. This agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 8. Public Records. COMPANY expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of the COMPANY upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. ARTICLE XI CONTRACT DOCUMENTS The Contract Documents, as listed below are herein made fully a part of this Contract as if herein repeated. Document Precedence: 1. Contract Agreement 2. All documents contained in RFP No.: 14-027 On-Call Audio-Visual Services, any and all addenda and amendments thereto and COMPANY'S June 5, 2014 response thereto. 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 12- day of 'US± . 2014. Att-st: Cit • .i lermont Tracy Ackroyd; City' lerk P ray, Cit Manager Date: Z-10 1 4 Attest: Show Maste •'roduction Logistics . Corporate Secretary : r all;President Date 'SiM l?, • 0gL 6 SECTION — B STATEMENT OF WORK The purpose of this RFP is to acquire the services of a professional company to provide on-call services of audio, lighting, and video for City functions and special events. The City of Clermont recently acquired the Celebration Center building with all of the audio- visual systems installed The building location is 3700 South Hwy 27, Clermont, Florida. Respondent shall be proficient in all phases of closed circuit television, audio and video mixers, microphones, amplifiers, speakers and work related to cabling and wiring of these systems Respondent shall be able to troubleshooting various brands of audio visual systems and make repairs in a timely manner. All work shall be performed in accordance with the National Electrical Code specifications and all applicable State and Local Codes as amended to date Principals and employees of the successful respondent(s) that will be working on City property must submit their personal identification information to permit a security background check This shall include full name, gender race, social security number and driver's license number. This information will be used solely to perform the background check Respondent(s) must have a trained technical staff certified by the equipment manufacturers in the proper repair and installation of this equipment A list of audio and lighting equipment is provided in Section K of this RFP Other manufacturers will be considered at the discretion of the City. Respondent must have the ability to provide manufacturer approved solutions to meet the audio-visual requirements of the City Meetings and special events may be held during work hours of Monday through Friday, 8-5 PM, during after work hours, and on weekends A technician or a group of technicians will be required based on the type of event. Hours of operation will also be ' determined based on event requirements. The successful respondent(s) shall provide the City with technical advice and assistance for sound, video monitors, CCTV cameras, and troubleshoot and repair audio visual systems. END OF SECTION — B RFP No 14-027 Page 9 of 31 EXHIBIT A O w Show Masters Production Logistics, Inc 1 P O Box 118108 Bill Hall,President S T E R 8 I Carrollton TX 75011-8108 817-300-0539(Mobile) 11121 877-7652267(Phone) 2 0 0 0 c T 1 0 N 817-887-4253(Fax) �7 G I s T ICS Ordera©ShowMastera com WEB<iOmL,MGasuassimrsirr, AND EvEST LoGL,TIC/ lklIADY8 6IMPI.L TEXA- FL OR/OA SHOW MASTERS REVISED RATES FOR CLERMONT CELEBRATION CENTER Please see our revised rates proposed for the Clermont Celebration Center bid within this document. Additionally, we wish to point out certain details that we consider to be essential considerations in the matter. The Pricing: We assess our pricing by starting with what we must have financially to afford reliable, skilled and quality hands and technicians. Once the pay rates are assessed, we add all the costs of doing business and operating as a responsible employer to determine our billing rates. This means securing the best crew with the proper pay rates is our first consideration, and not the other way around, where the crew gets what's left. Pricing is Not Everything: We want to set pricing that the clients of the venue will find enticing and affordable, but it's not just the pricing that's critical, but how the pricing is applied. This makes the details of minimums and overtime critically important, so the rates by themselves are incomplete without specific guidelines. We approach negotiation as an opportunity to align ourselves with our clients, so please let us know if there are any issues regarding our guidelines Just for the Sake of Clarity: The "Standard"technicians listed on page 2 of our rate sheet are the positions established for regular usage of the in-house systems at the venue. For technical needs beyond the in-house systems, such as advanced supplemental or substituted systems, we have the rate schedule below Such occasions are assessed on a job-to-job basis. See "Guidelines for Non-Standard Crew Rates" in the Billing Guidelines We refer to this assessment as the "Tech Assessment". An Added Value: Please note that for crews of less than 20 members, we include a Crew Lead as one of the members of the working crew, and at the billing rate of the position they are working. This means that there is no price for a Crew Lead with this size of crew, and so our invoice will not show billing for a Crew Lead. This may be handled differently with some labor vendors, who bill for a Crew Lead with a Crew Lead rate. For crews of greater than 20, we do have a dedicated Crew Lead in a supervisory role to manage the larger crew. 101-1 O w Show Masters Production Logistics, Inc P O Box 118108 Bill Hall,President 1^._s T E R S Carrollton TX 75011-8108 817-300-0539(Mobile) 111.11 977-785-2287(Phone) Z O O U C T I O N 817-087-4253(Fax) Orders@ShowMasters corn Wolin GIST 1 C �...-.r-- FBSSowm,M.4wAeb'liw'r AND>Lvatarr T.oersxses 4A>DB 8.11 YLR TEXAS FL O R/OA CLERMONT CELEBRATION CENTER PROPOSED BILLING RATES: Updated June 15,2014 PRODUCTION CREW Standard Stage Hand: Audio Hand Case Pusher Set Change Hand Truck Loader Band Gear Hand General Hand Softgoods Hand Video Hand Carpenter Hand Lighting Hand Staging Hand Wardrobe Hand/Dresser (4 Hour Minimum) REGULAR OVERTIME DOUBLETIME 1ST 8 HOURS 2ND 8 HOURS THEREAFTER $25 35 /HR $38.03 /HR $50 70 /HR Spotlight Operator, Forklift Operator: (4 Hour Minimum) REGULAR OVERTIME DOUBLETIME 1ST 8 HOURS 2ND 8 HOURS THEREAFTER $26.55 /HR $39.83 /HR $53.10 /HR Runner. (Flat Day Rate) DAILY FLAT DAY RATE $260 00 /DAY STAGE MANAGEMENT Crew Chief (Crews up to 19): Always in a position of one of the crew. Supervisor (Crews 20 and greater): (5 Hour Minimum) REGULAR OVERTIME DOUBLETIME 1ST 8 HOURS 2ND 8 HOURS THEREAFTER $33.80 /HR $50.70 /HR $67.60 /HR CONFIDENTIAL Clermont Client BILLED Rates Page 1 of 3 CLERMONT CELEBRATION CENTER PROPOSED BILLING RATES: Updated June 15,2014 RIGGING Rigger Up, Rigger Down. (5 Hour Minimum) REGULAR OVERTIME DOUBLETIME 1ST 8 HOURS 2ND 8 HOURS THEREAFTER $35.00 /HR $52.50 /HR $70.00 /HR Rigger Lead: (5 Hour Minimum) REGULAR OVERTIME DOUBLETIME 1ST 8 HOURS 2ND 8 HOURS THEREAFTER $41.05 /HR $61.58 /HR $82 10 /HR STANDARD HOUSE TECHNICIANS The "Standard"technicians listed below are the positions established for regular usage of the in-house systems at the venue. See "Non-Standard Technicians"for advanced supplemental or substituted systems. Assistant department technicians (Audio Assist, Lighting Assist, Video Assist, Carpentry Assist, Wardrobe Assist): (5 Hour Minimums) REGULAR OVERTIME DOUBLETIME 1ST 8 HOURS 2ND 8 HOURS THEREAFTER $29.00 /HR $43.50 /HR $58.00 /HR Lead department technicians & non-engineer operating positions (Audio Lead, Lighting Lead, Carpentry Lead, Wardrobe Lead): (5 Hour Minimums) REGULAR OVERTIME DOUBLETIME 1ST 8 HOURS 2ND 8 HOURS THEREAFTER $35.00 /HR _ $52 50 /HR $70.00 /HR CONFIDENTIAL Clermont Client BILLED Rates Page 2 of 3 CLERMONT CELEBRATION CENTER PROPOSED BILLING RATES: Updated June 15,2014 NON-STANDARD TECHNICIANS For technical needs beyond the in-house systems, such as advanced supplemental or substituted systems, we have the rate schedule below. Such occasions are assessed on a job-to-job basis. See "Guidelines for Non-Standard Crew Rates" in the Billing Guidelines. Small format technical positions. (5 Hour Blocks) HALF DAY RATE FULL DAY RATE OVERTIME DOUBLETIME 5 HOUR BLOCK 10 HOUR BLOCK 2ND 10 HOURS THEREAFTER $194.25 /1DR $332 00 /DR $49.80 /HR $66.40 /HR Medium format technical positions: (5 Hour Blocks) HALF DAY RATE FULL DAY RATE OVERTIME DOUBLETIME 5 HOUR BLOCK 10 HOUR BLOCK 2ND 10 HOURS THEREAFTER $222.50 /1DR $388 50 /DR $58.28 /HR $77.70 /HR Large format technical positions: (5 Hour Blocks) HALF DAY RATE FULL DAY RATE OVERTIME DOUBLETIME 5 HOUR BLOCK 10 HOUR BLOCK 2ND 10 HOURS THEREAFTER $250.75 /' DR $445.00 /DR $66.75 /HR $89.00 /HR Extra Large format technical positions: (5 Hour Blocks) HALF DAY RATE FULL DAY RATE OVERTIME DOUBLETIME 5 HOUR BLOCK 10 HOUR BLOCK 2ND 10 HOURS THEREAFTER $307.00 /1/2DR $501.50 /DR $75.23 /HR $100.30 /HR Special positions (Teleprompter, Graphics, PowerPoint, Jib Camera, Hairdresser/Makeup, Technical Director, Project Manager, Video Director, System Designer, Video Blending Engineer/Projectionist, etc.). (Call for rates& terms and ask about any other positions not listed above) BILLING PRINCIPLE Please note that the prices above are for the payment terms stated and represent base regular time prices in their entirety We do not impose an administrative percentage upon our rates, as our administrative costs are built in to our prices See "Billing and Field Guidelines"for all details and details about Non-Standard positions. CONFIDENTIAL Clermont Client BILLED Rates Page 3 of 3 4 S `r da I I I lV !VW m consultation - Design - Installation - Maintenance A DIVISION OF SHOW MASTERS PRODUCTION LOGISTICS, INC We are Installation Masters. What we do: Installation Masters provides the full scope of design, engineering, installation and maintenance for: • Presentation systems • Telepresence systems • Distributed audio/visual systems • Lighting systems • Sound reinforcement • Rigging systems • Control systems • Network cabling • Digital signage • Acoustic Treatment • Ballrooms and meeting room systems • Sound Masking Installation Masters is about higher standards. Since the founding of our company, we have focused on quality of resources, a high level of service and strong management. Our company has built its reputation by responding to our Clients' needs and constantly developing innovative ways to provide effective solutions. We improve efficiency. Installation Masters employs technicians with a background in both event production and construction. The efficiency of methods used in event production are implemented in your installation, promoting a faster project completion time and keeps focus on safety, aesthetics and best practices. We understand the technology. In a world of constantly evolving technology, Installation Masters makes it a priority to understand and stay updated with new developments. With the background in event production, our technicians are constantly exposed to the latest in new equipment and their applications. We care about our Clients and their success. We listen to our Clients. Our goal is to complete the installation -with your end result as our roadmap-to make your vision a reality. We care about your project, recognizing that response time, quality equipment, meticulous standards, attention to detail and working quickly for solutions are all keys to a successful project. We believe in relationships. We work closely with our Clients on each project to see the installation through from concept to completion and beyond. We approach the relationship with personalized attention and continuing support. Contact us at Sales @ShowMasters.com or 877-765-2267 for more information about our pursuit of excellence... and see how we are Redefining The Standard. Installation Masters 4 (A Division of Show Masters Production Logistics,Inc) S TALL A T I O N P O Box 118108 Bill Hall,President Carrollton TX 75011-8108 817-300-0539(Mobile) IMPIF. S-r E R S 877-765-2267(Phone) 817-887-4253(Fax) Consultation - Daaign - Installation . Maintenance DrdeB@ShOWMastera corn PERMANENT INSTALLATION REVISED BILLING RATES: Effective July 21,2014 INSTALLATION WORK CREW Tech Assistant (Truck unloader, equipment mover, cable puller, clean up, non-technical work): (5 Hour Minimum) REGULAR OVERTIME DOUBLETIME 1ST 10 HOURS 2ND 10 HOURS THEREAFTER $40.00 /HR $60.00 /HR $80.00 /HR Field Installer: (5 Hour Minimum) REGULAR OVERTIME DOUBLETIME 1ST 10 HOURS 2ND 10 HOURS THEREAFTER $45.00 /HR $67.50 /HR $90.00 /HR Field Engineer. (5 Hour Minimum) REGULAR OVERTIME DOUBLETIME 1ST 10 HOURS 2ND 10 HOURS THEREAFTER $60.00 /HR $90.00 /HR $120.00 /HR PROJECT LEADERSHIP Point Person (In lieu of an IM Project Manager, a lead member of the crew): (At Applicable Minimum) Project Manager: (5 Hour Minimum) REGULAR OVERTIME DOUBLETIME 1ST 10 HOURS 2ND 10 HOURS THEREAFTER $75.00 /HR $112.50 /HR $150.00 /HR CONFIDENTIAL Installation BILLED Rates Page 1 of 3 PERMANENT INSTALLATION REVISED BILLING RATES: Effective July 21,2014 RIGGING Rigger: (5 Hour Minimum) REGULAR OVERTIME DOUBLETIME 1ST 10 HOURS 2ND 10 HOURS THEREAFTER $65.00 /HR $97.50 /HR $130.00 /HR Rigger Specialist (Extreme rigging, arena/stadium Installation): (5 Hour Minimum) REGULAR OVERTIME DOUBLETIME 1ST 10 HOURS 2ND 10 HOURS THEREAFTER $70.00 /HR $105.00 /HR $140.00 /HR Rigger Lead. (5 Hour Minimum) REGULAR OVERTIME DOUBLETIME 1ST 10 HOURS 2ND 10 HOURS THEREAFTER $70.00 /HR $105.00 /HR $140 00 /HR SERVICE & MAINTENANCE Service Engineer: (2 Hour Minimum) REGULAR OVERTIME DOUBLETIME 1ST 10 HOURS 2ND 10 HOURS THEREAFTER $60.00 /HR $90.00 /HR $120.00 /HR CONFIDENTIAL Installation BILLED Rates Page 2 of 3 PERMANENT INSTALLATION REVISED BILLING RATES: Effective July 21,2014 SPECIALISTS Network Specialist: (Billing guidelines determined on a job-to-job basis) REGULAR OVERTIME DOUBLETIME 1ST 10 HOURS 2ND 10 HOURS THEREAFTER $95.00 /HR $142.50 /HR $190.00 /HR DSP Programmer, Control System Programmer: (Billing guidelines determined on a job-to-job basis) REGULAR ' OVERTIME DOUBLETIME 1ST 10 HOURS 2ND 10 HOURS THEREAFTER $150.00 /HR $225 00 /HR $300.00 /HR (Call for rates & terms and ask about any other positions not listed above) BILLING PRINCIPLES See "Billing and Field Guidelines"for all details. CONFIDENTIAL Installation BILLED Rates Page 3 of 3