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HomeMy WebLinkAboutProfessional Services Agreement with Rocky Mountin AV for Cable One Movie Night AV ServicesAGREEMENT FOR CABLE ONE MOVIE NIGHT AUDIO VISUAL SERVICES THIS AGREEMENT FOR CABLE ONE MOVIE NIGHT SERVICES 2011 is made this day of FEBRUARY , 2011, and entered into by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and ROCKY MOUNTAIN AUDIO VISUAL, hereinafter referred to as "VENDOR", whose business address is 3601 Chinden Blvd, Boise, ID 83714. INTRODUCTION Whereas, the City has a need for services involving CABLE ONE MOVIE NIGHT SERVICES 2011; and WHEREAS, the VENDOR is specially trained, experienced, licensed and competent to perform and has agreed to provide such services; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties agree as follows: TERMS AND CONDITIONS Scope of Services: 1.1 VENDOR shall perform and furnish to the City upon execution of this Agreement and receipt of the City's written notice to proceed, all services, and comply in all respects, as specified in the document titled "Scope of Services" a copy of which is attached hereto as Addendum "A" and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. 1.3 The VENDOR shall provide services and work under this Agreement consistent with the requirements and standards established by applicable federal, state, city and health department laws, ordinances, regulations and resolutions. The VENDOR represents and warrants that it will perform it's work in accordance with generally accepted industry standards and practices for the profession or professions that are used in performance of this Agreement and that are in effect at the time of performance of this Agreement. Except for that representation and any representations made or contained in any proposal submitted by the VENDOR and any reports or opinions prepared or issued as part of the CABLE ONE MOVIE NIGHT AUDIO VISUAL SERVICES 2011 page 1 of 9 work performed by the VENDOR under this Agreement, VENDOR makes no other warranties, either express or implied, as part of this Agreement. 1.4 Services and work provide by the VENDOR at the City's request under this Agreement will be performed in a timely manner in accordance with a Schedule of Work, which the parties hereto shall agree to. The Schedule of Work may be revised from time to time upon mutual written consent of the parties. 2. Consideration 2.1 The VENDOR shall be compensated on a Lump Sum basis as provided in Addendum B "Payment Schedule" attached hereto and by reference made a part hereof. 2.2 Except as expressly provided in this Agreement, VENDOR shall not be entitled to no receive from the City any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement., including , but not limited to, meals, lodging, transportation, drawings, renderings or mockups. Specifically, VENDOR shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, paid holidays or other paid leaves of absence of any type or kind whatsoever. 3. Time of Performance: This agreement shall become effective upon execution by both parties, and shall expire upon completion of the agreed upon services, September 30, 2011 or unless sooner terminated as provided below or unless some other method or time of termination is listed in Addendum A. This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party, or (b) sale of VENDOR's business. 4. Independent Contractor: 4.1 In all matters pertaining to this agreement, VENDOR shall be acting as an independent contractor, and neither VENDOR nor any officer, employee or agent of VENDOR will be deemed an employee of CITY. Except as expressly provided in Addendum A, VENDOR has no authority or responsibility to exercise any rights or power vested in the City. The selection and designation of the personnel of the CITY in the performance of this agreement shall be made by the CITY. CABLE ONE MOVIE NIGHT AUDIO VISUAL SERVICES 2011 page 2 of 9 4.2 VENDOR shall determine the method, details and means of performing the work and services to be provided by VENDOR under this Agreement. VENDOR shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of VENDOR in fulfillment of this Agreement. 5. Indemnification and Insurance: VENDOR shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses and other costs including litigation costs and attorney's fees, arising out of, resulting from, or in connection with the performance of this Agreement by the VENDOR, its servants, agents, officers, employees, guests, and business invitees, and not caused by or arising out of the tortuous conduct of CITY or its employees. VENDOR shall maintain, and specifically agrees that it will maintain, throughout the term of this Agreement, liability insurance, in which the CITY shall be named an additional insured in the minimum amounts as follow: General Liability One Million Dollars ($1,000,000) per incident or occurrence, Automobile Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence and Workers' Compensation Insurance , in the statutory limits as required by law.. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless CITY; and if CITY becomes liable for an amount in excess of the insurance limits, herein provided, VENDOR covenants and agrees to indemnify and save and hold harmless CITY from and for all such losses, claims, actions, or judgments for damages or injury to persons or property and other costs, including litigation costs and attorneys' fees, arising out of, resulting from , or in connection with the performance of this Agreement by the VENDOR or VENDOR's officers, employs, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including use of. VENDOR shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing VENDOR'S compliance with the requirements of this paragraph and file such proof of insurance with the CITY at least ten (10) days prior to the date VENDOR begins performance of it's obligations under this Agreement. In the event the insurance minimums are changed, VENDOR shall immediately submit proof of compliance with the changed limits. 6. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: CABLE ONE MOVIE NIGHT AUDIO VISUAL SERVICES 2011 page 3 of 9 City of Meridian Purchasing Agent 33 E. Broadway Avenue Meridian, Idaho 83642 Rocky Mountain Audio Visual Attn: Michael Nelson 3610 Chinden Blvd Boise, ID 83714 208-336-7655 Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 8. Attorney Fees: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 9. Time is of the Essence: The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. 10. Assignment: It is expressly agreed and understood by the parties hereto, that VENDOR shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of CITY. 11. Discrimination Prohibited: In performing the Services required herein, VENDOR shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 12. Audits and Inspections: At any time during normal business hours and as often as the CITY may deem necessary, there shall be made available to the CITY for examination all of VENDOR'S records with respect to all matters covered by this Agreement. VENDOR shall permit the CITY to audit, examine, and make excerpts or transcripts from such records, and CABLE ONE MOVIE NIGHT AUDIO VISUAL SERVICES 2011 page 4 of 9 to make audits of all contracts, invoices, sales receipts, cash register tapes, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 13. Publication, Reproduction and Use of Material: No material produced in whole or in part under this Agreement shall be subject to copyright in the United States or in any other country. The CITY shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. 14. Compliance with Laws: In performing the scope of services required hereunder, VENDOR shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 15. Changes: The CITY may, from time to time, request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the amount of VENDOR'S compensation, which are mutually agreed upon by and between the CITY and VENDOR, shall be incorporated in written amendments to this Agreement. 16. Termination: If, through any cause, VENDOR, its officers, employees, or agents fails to fulfill in a timely and proper manner its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council determines that termination of this Agreement is in the best interest of CITY, the CITY shall thereupon have the right to terminate this Agreement by giving written notice to VENDOR of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. VENDOR may terminate this agreement at any time by giving at least sixty (60) days notice to CITY. Notwithstanding the above, VENDOR shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by VENDOR, and the CITY may withhold any payments to VENDOR for the purposes of set-off until such time as the exact amount of damages due the CITY from VENDOR is determined. This provision shall survive the termination of this agreement and shall not relieve VENDOR of its liability to the CITY for damages. 17. Construction and Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. CABLE ONE MOVIE NIGHT AUDIO VISUAL SERVICES 2011 page 5 of 9 18. Advice of Attorney: Each party warrants and represents that in executing this Agreement. It has received independent legal advice from it's attorney's or the opportunity to seek such advice. 19. Entire Agreement: This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral of written, whether previous to the execution hereof or contemporaneous herewith. 20. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho, and the ordinances of the City of Meridian. 21. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. CITY OF MERIDIAN RC _ ,��/��By �.'�' .. - D. -. D. Parks Dep rtment Appro BY: NAME: TITLE: Dated: '3l2 f I I Approved as to Form CITY ATTORNEY CABLE ONE MOVIE NIGHT AUDIO VISUAL SERVICES 2011 page 6 of 9 Attachment A SCOPE OF SERVICES 1. Provide Audio Visual Services for the City of Meridian Cable One Movie Night at Settlers Park beginning Friday June 3, 2011 and continuing each Friday through August 26, 2011. Time of service shall begin at 7:00 p.m. on date of service and end at 11:30 p.m. (or when the movie is over). 2. Provide AV Equipment Package (as noted on Quote # 01-5722 dated January 31, 2011 by Michael Nelson). (1) Projector LCD EIKI XGANideo 8k (1) Soundcraft Mixer/EQ/Processor/rack/mic (2) DVD Player Single disc (4) Speaker JBL M -Pro Mains MP412 (4) Bi-amped JBL Speakers w Stands (4) JBL 18" sub Woofers w Crown Amps Cabling Package Kit 3. Provide General Labor to operate 4. As the Audio/Visual Sponsorship, Rocky Mountain Audio Visual Inc will receive the following: • Recognition as a series presenting sponsor for one full season in all promotional efforts such as newspaper, e-mails and flyers. One season will include at least 10 shows. • The opportunity to insert one (1) thirty (30) second advertisement into the pre - movie video at each show during the season. • The opportunity to hang up to two (2) banners no wider than six (6) feet each around the seating area at each show. Banners around the seating area must be free-standing. There will be no fences, trees, buildings, etc around the seating area to hang your banner on. • Your logo on the City of Meridian website on the CableONE Movie Night in Meridian page above the season schedule. • Your logo at the top of promotional flyers which are distributed throughout the season. CABLE ONE MOVIE NIGHT AUDIO VISUAL SERVICES 2011 page 7 of 9 • Links to your business or organization's website on each show's event listing on Meridian Parks and Recreation's Facebook page. • Your logo in the Meridian Parks and Recreation Summer Activity Guide in the advertisement for the upcoming season. Over 25,000 copies distributed through direct mail and the West Edition of the Idaho Statesman. 5. Options provided by Rocky Mountain Audio Visual 1 — Single Day Use of Daktronics 16' LED Billboard — no charge (does not include fuel & generator) 2 — RMAV Web & Marquee advertising of movie nights in bi-monthly flyer — No charge. CABLE ONE MOVIE NIGHT AUDIO VISUAL SERVICES 2011 page 8 of 9 Attachment B PAYMENT SCHEDULE A. Total and complete compensation for this Agreement shall not exceed $4,992.00 excluding travel expenses. TASK DESCRIPTION Number Price TOTAL of per each AMOUNT Nights night CABLE ONE MOVIE NIGHTS — Each A Friday Night beginning June 3, 2011 and 13 $384.00 $4,992.00 ending August 26, 2011 Travel expenses will be paid at no more than the City of Meridian's Travel and Expense Reimbursement Policy. CABLE ONE MOVIE NIGHT AUDIO VISUAL SERVICES 2011 page 9 of 9