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Contract 2024-075ADocusign Envelope ID: 10E8FC29-A42A-4F9A-B5BF-488B0796A45C AGREEMENT No. 2024-075 MAINSTAGE LIGHTING REPLACEMENT THIS AGREEMENT, is made and entered into this Monday, November 25, 2024, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY'), and ASKCHET, LLC. d/b/a RELIANCEAV, whose address is: 1031 Sunshine Lane, Suite 102, Altamonte Springs, FL 32714, (hereinafter referred to as "CONTRACTOR"). WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: SCOPE OF WORK The CONTRACTOR shall furnish all labor, materials, equipment, machinery, tools, apparatus, and transportation and perform all of the work described in the specifications entitled: RFP 25-016 titled Mainstage Lighting Replacement, as prepared by the CITY and its agents and shall do everything required by this Contract and the other Contract Documents contained in the specifications, which are a part of these Documents. 2. THE CONTRACT SUM The CITY shall pay to the CONTRACTOR, for the faithful performance of the Contract, in lawful tender of the United States, and subject to addition and deductions as provided in the Contract Documents, the Price Schedule, attached hereto and incorporated herein as Exhibit "A". The total contract sum shall not exceed FORTY NINE THOUSAN NINE HUNDRED SEVENTY-FOUR DOLLARS AND 24/100 CENTS ($49,974.24). 3. COMMENCEMENT AND COMPLETION OF WORK A. The CONTRACTOR shall commence work within Ten (10) calendar days after receipt of (i) Purchase Order and/or Notice to Proceed, and (ii) receipt of all permits required to perform the work, and the CONTRACTOR will substantially complete the same within THIRTY (30) calendar days, unless the period for completion is extended otherwise by the CONTRACT DOCUMENTS. B. The CONTRACTOR shall prosecute the work with faithfulness and diligence. C. The CONTRACTOR further declares to have examined the site of the work and that from personal knowledge and experience or that CONTRACTOR has made sufficient investigations to fully satisfy that such site is correct and suitable for the work and CONTRACTOR assumes full responsibility therefore. The provisions of this Contract shall control any inconsistent provisions contained in the specifications. All Drawings and Specifications have been read and carefully considered by the CONTRACTOR, who 1 Docusign Envelope ID: 10E8FC29-A42A-4F9A-B5BF-488B0796A45C understands the same and agrees to their sufficiency for the work to be done. It is expressly agreed that under no circumstances, conditions or situations shall this Contract be more strongly construed against the OWNER than against the CONTRACTOR and his Surety. 4. LIQUIDATED DAMAGES A. It is mutually agreed that time is of the essence in regard to this Contract. Therefore, notwithstanding any other provision contained in the Contract Documents, should the CONTRACTOR fail to complete the work within the specified time as set by the Purchase Order and/or Notice to Proceed, or any authorized extension thereof, the CONTRACTOR shall pay to CITY the sum of ONE HUNDRED DOLLARS ($100.00) per calendar day as fixed, agreed and liquidated damages for each calendar day elapsing beyond the specified time date; which sum shall represent the damages sustained by the CITY, and shall be considered not as a penalty, but in the liquidation of damages sustained. CONTRACTOR shall pay the liquidated damages amount contained herein to CITY within fifteen (15) days of receipt of CITY's written demand for such payment. B. For the purposes of this Article, the day of final acceptance of the work shall be considered a day of delay, and the scheduled day of completion of the work shall be considered a day schedule for protection. 5. PARTIAL AND FINAL PAYMENTS In accordance with the provisions fully set forth in the General Conditions, and subject to additions and deductions as provided, the CITY shall pay the CONTRACTOR as follows: A. CONTRACTOR shall submit a progress payment request by the third (3rd) day of each calendar month for work performed during the preceding calendar month. Upon CONTRACTOR's signature accepting the PARTIAL PAYMENT AUTHORIZATION, the CITY shall make a partial payment to the CONTRACTOR, within thirty (30) calendar days, on the basis of a duly certified and approved estimate by the CITY for work performed during the preceding calendar month under the Contract. To insure proper performance of the Contract, the CITY shall retain five percent (5%) of the amount of each estimate until final completion and acceptance of all work covered by the Contract. B. Upon submission by the CONTRACTOR of evidence satisfactory to the CITY that all payrolls, material bills, and other costs incurred by the CONTRACTOR in connection with the construction of the work have been paid in full, and also, after all guarantees that may be required in the Specifications have been furnished and are found acceptable by the CITY, final payment on account of this Agreement shall be made within thirty (30) 2 Docusign Envelope ID: 10E8FC29-A42A-4F9A-B5BF-488B0796A45C calendar days after completion of all work by the CONTRACTOR covered by this Agreement and acceptance of such work by the CITY. 6. DISPUTE RESOLUTION - MEDIATION A. 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. B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. C. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. 7. INSURANCE AND INDEMNIFICATION RIDER 7.1. Worker's Compensation Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 7.2. CONTRACTOR's Commercial General Liabilitv Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows: A. CONTRACTOR's Commercial General Liability, $500,000 Each, ($1,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit B. Automobile Liability Coverages, $500,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit Docusign Envelope ID: 10E8FC29-A42A-4F9A-B5BF-488B0796A45C The insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 7.3. SubCONTRACTOR's Public Liabilitv and Propertv Damage Insurance The CONTRACTOR shall require each of his subCONTRACTORs to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of his subCONTRACTORs in his policy, as specified above. 7.4. CITY's and CONTRACTOR's Protective Liabilitv Insurance The CITY shall procure and furnish a CITY's and CONTRACTOR's Protective Liability Insurance Policy with the following minimum limits: A. Bodily Injury Liability & $1,000,000 Each ($2,000,000 aggregate) Property Damage Liability Occurrence Combined Single Limit. 7.5. "XCU" (Explosion, Collapse, Underground Damage) The CONTRACTOR's Liability Policy shall provide "XCU" coverage for those classifications in which they are excluded. 7.6. Broad Form Provertv Damage Coverage, Products & Completed Operations Coverages The CONTRACTOR's Liability Policy shall include Broad Form Property Damage Coverage, Products, and Completed Operations Coverages. 7.7. Indemnification Rider A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its performance of the Work, 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 (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, 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 such acts are 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; however, this indemnification does not include the sole acts of negligence, damage or losses caused by the CITY and its other contractors. B. In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any 4 Docusign Envelope ID: 10E8FC29-A42A-4F9A-B5BF-488B0796A45C limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. C. The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. 8. NOTICES All notices shall be in writing 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. CONTRACTOR: AskChet, LLC. d/b/a RelianceAV 1031 Sunshine Lane, Suite 102, Altamonte Springs, FL 32714 Attn: Chet Neal, President OWNER: City of Clermont 685 W. Montrose Street, Clermont, FL 34711 Attn: Brian Bulthuis, City Manager Either party may change the name of the person receiving notices and the address at which notices are received by so advising the other party in writing. 9. MISCELLANEOUS 9.1. Attomevs' Fees In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 9.2. 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. Docusign Envelope ID: 10E8FC29-A42A-4F9A-B5BF-488B0796A45C 9.3. 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. 9.4. 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. 9.5. 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 CONTRACTOR. 9.6. Assiamment Except in the event of a merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of the CITY. 9.7. 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. 9.8. 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. 9.9. Public Records The CONTRACTOR expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, including the following: 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 Florida's Public Records law or as otherwise provided by law. 11 Docusign Envelope ID: 10E8FC29-A42A-4F9A-B5BF-488B0796A45C 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 CONTRACTOR upon the termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. The CONTRACTOR shall make reasonable efforts to provide all records stored electronically to the CITY in a format compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331. 10. CONTRACT DOCUMENTS The Contract Documents, as listed below are herein made fully a part of this Contract as if herein repeated. Document Precedence: A. Contract Agreement B. Purchase Order / Notice To Proceed C. An applicable Contractor Quote or Statement of Work D. All documents contained in RFP 25-016 titled Mainstage Lighting Replacement and CONTRACTOR's response thereto. 7 Docusign Envelope ID: 10E8FC29-A42A-4F9A-B5BF-488B0796A45C IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF CLERMONT Signed by: 15Vtav, ba"s SIGNATURE Brian Builthuis FULL NAME City Manager TITLE 11 /25/2024 DATE SIGNED ATTEST DcuSigned by: FT�"' Adk*-y H-w4e =127"A .. SIGNATURE Tracy Ackroyd Howe FULL NAME City Clerk TITLE 12/2/2024 DS DATE SIGNED 0 Docusign Envelope ID: 10E8FC29-A42A-4F9A-B5BF-488B0796A45C ASKCHET, LLC. d/b/a RELIANCEAV Signed by: ORF � RR4 FRl1f1f1 A �C. SIGNATURE Chet Neal FULL NAME President TITLE 11 /24/2024 DATE SIGNED Docusign Envelope ID: 10E8FC29-A42A-4F9A-B5BF-488B0796A45C -XHIBIT "A" Given the disclosed budget of this project, only the house fights will be addressed in this proposal. This features removal of existing ETC Par 750 fixtures and replacing with 42 LED RGBAL 750W Pendants rated at 100,000 hours with a 7 Year Warranty. House Blizzard Motif Risplendi 150 $32,307.66 42 LED pendant light with a 150W RGBAL COB LED light source, convection cooled aluminum housing, includes 4x light collimating lenses (30°, 45°, 60°, 80°). Grey Blizzard DMX-SPIN-IP-25Q $1,228.08 42 25' 5-pin XLR(M)—XLR(F) DMX Cable, I rated Southwire SJO14s3-FT $733.68 900 14/3 SJOOW Portable Cord 300V UL/CSA Blizzard 2-FER-5PIN $123.75 1 5-pin DMX + power splitter with 1 input, 2 outputs, and powerCON"' compatible power connections. LABOR INSTALL - ROUGH 1 Hardware Installation, Cable Pull, Terminations and Removal of Old Fixtures LABOR CONTROL - LIGHTING CONSOLE 1 Setup of lighting console and programming of sub -groups. LABOR TRAINING 1 Training on system operation and controls Equipment: $34,393.17 Labor: $11,067.86 House Total $45,461.03 Docusign Envelope ID: 10E8FC29-A42A-4F9A-B5BF-488B0796A45C HeadEnd / Dimmer Closet Vari-Lite 53804-832 $2,097.39 3 Dual 20A Relay CD80SV retrofit module CALIBRATION SYSTEM 1 Reconfiguration of CD-80 Processor for Non -Dim Relay Modules Equipment: $2,097.39 Labor: $303.63 HeadEnd / Dimmer Closet Total $2,401.02 Equipment: $36,490.56 Labor: $11,371.49 Equipment Subtotal: $36,490.56 Labor Subtotal: $11,371.49 Project Subtotal: $47,862.05 Misc. Items: 1 Two 26' Scissor Lift Rentals $1,200.00 $1,200.00 Misc. Items Total: $1,200.00 * Price Includes Accessories Docusign Envelope ID: 10E8FC29-A42A-4F9A-B5BF-488B0796A45C Equipment: Shipping, Bulk Cable, and Misc Hardware: Labor: Misc. Items: Grand Total: Payment Schedule Initial Deposit Due Upon Completion Client: Representative: Chet Neal $36,490.56 $912.19 $11,371.49 $1,200.00 $49,974.24 Amount Due Date $29,984.54 $19,989.70 Date 11 /20/2024 Date Docusign Envelope ID: 10E8FC29-A42A-4F9A-B5BF-488B0796A45C S CLERi- ON.C( Choice of Champions' City of Clermont Procurement Services Department 685 W. Montrose Street Clermont, FL 34711 VENDOR INFORMATION The following information along with a current W-9 form must be provided to the Procurement Services Department for all new vendors and when current vendors remit information changes. Name of Individual or Business: AskChet, LLC dba RelianceAV Contact Person and Title: Chet Neal, President Vendor Street Address: 1031 Sunshine Lane, Suite 102 Vendor City, State, ZIP: Altamonte Springs, FL 32714 Vendor Mailing Address (if different from above): Same Vendor Email Address: cneal@relianceay.com Vendor Email Address for Purchase Order (if different from above): cneal@relianceay.com Phone Number: 407-553-2579 Fax Number: Taxpayer Identification Number (include a copy of your W9 form): 36-4883706 Remit to Information (if different from above): Payment Remit to Name: Same Payment Remit to Address: Payment Remit to City, State, ZIP: Does the business accept invoice payment using the City's Virtual Credit Card? ❑ Yes �X No If so, what is the preferred payment method? �X Check Virtual Card Please return the completed Vendor Information along with the required W-9 form by email to: procurementservices(LD_clermontfl.orq For any questions, please call the Procurement Services Department at (352) 241-7350.