REQUEST FOR PROPOSALS (RFP) THEATRE SOUND SYSTEM ...

RFP Theatre Sound System Enhancements and Installation

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REQUEST FOR PROPOSALS

(RFP)

THEATRE SOUND SYSTEM ENHANCEMENTS AND INSTALLATION THE WARRENTON HIGH SCHOOL COMMONS AREA FOR THE PERFORMING ARTS

RFP SUBMISSION DEADLINE: 1:30 p.m., December 18 2018

Proposal Contact: SHELLEY KINDER

WARREN CO RIII

SCHOOL DISTRICT FAX: (636) 456-7687

Email: K I N D E R M L @ W A R R E N C O R 3 . K 1 2 . M O . U S


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DECEMBER 4, 2018

RFP SUBMISSION DEADLINE: 1:30 P.M., DECEMBER 18, 2018

RFP CONTACT SHELLEY KINDER

DIRECTOR OF FINANCE 385 W VETERANS MEMORIAL PARKWAY

WARRENTON, MO 63383 636-456-6901, EXT 1117

EMAIL: [email protected]

WALK THROUGH CONTACT BECKY TOEBBEN, ADMIN ASST.

WARRENTON HIGH SCHOOL 803 PINCKNEY ROAD

WARRENTON, MO 63383 636-456-6902, EXT 2326

EMAIL: [email protected]

WALK-THROUGH: DECEMBER 11, 2018, 9:30 A.M. CONDUCTING WALK-THROUGH: SHARYL KELSCH

636-456-6902, EXT 2320 EMAIL: [email protected]

mailto:[email protected]





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TABLE OF CONTENTS 1. Introduction

2. Project Goals Page 3

3. Scope of Services Page 4

4. Equipment Specifications Page 6

5. Additional Terms Page 6

6. Submittal of Proposals Page 11

7. Proposal Evaluation and Selection Page 12

8. Proposal Format Page 13

9. General Contract Terms and Conditions Page 14

10. Exhibit A Page 17

11. Exhibit B Page 18

12. Specifications Page 28

13. E-Verify Page 30

14. Insurance Page 32


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1. INTRODUCTION

The Warren Co RIII School District is requesting proposals from qualified theatre sound design companies to provide all labor, materials and equipment necessary to enhance and install sound systems in the commons/stage area of the WARRENTON HIGH SCHOOL Theatre for the Performing Arts, as more fully described herein (collectively, the “Project”). The WARRENTON HIGH SCHOOL Theatre for the Performing Arts is located at 809 PINCKNEY ROAD, WARRENTON MO 63383, operated by the WARREN CO RIII SCHOOL DISTRICT.

The sound system enhancements and installation shall include new equipment, as well as repairs or upgrades to existing equipment as needed, to maximize the sound quality of all of the Theatre’s productions and presentations.

Job Walk: All companies wishing to submit proposals must attend a mandatory Project walk-through scheduled on December 11, 2018, at 9:30 a.m. with Assistant Principal Sharyl Kelsch at the WARRENTON HIGH SCHOOL Theatre for the Performing Arts, 809 Pinckney Rd., W a r r e n t o n , M O 6 3 3 8 3 . The purpose of this Project walk-through is to allow each proposer to perform whatever evaluation of the existing Project site conditions and condition of the existing sound system the proposer requires, in order to submit a proposal to perform all mandatory work and “as-needed” work, described above. Submittal of a proposal shall serve as the proposer’s acknowledgement of having been given an opportunity to conduct an inspection of all theatre sound equipment sufficient to submit a binding proposal in response to this RFP. By submitting a proposal, the successful proposer agrees to not seek any additional compensation based any undiscovered condition of the Project site or as to any of the sound equipment which could have been reasonably ascertained in the exercise of due diligence during the Project walk-thru.

2. PROJECT GOALS

The School District is seeking an experienced, qualified theatrical sound design company that will bring a comprehensive and collaborative approach to the enhancement and installation of the existing auditorium sound, while meeting functional, aesthetic, and efficiency.


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Theatrical sound design companies will be required to provide expertise in the following areas, including, but not limited to:

Recent design and installation of theatrical sound systems

On-time performance working within rigid time frames.

Estimating and budgeting costs for theatrical sound systems.

3. SCOPE OF SERVICES

(a) Overall Scope of Work to be Done. The work required to be performed consists of the enhancement of the existing sound system in the main auditorium, the installation of all new equipment and the repair (as needed) of existing sound equipment at the WARRENTON HIGH SCHOOL Theatre for the Performing Arts, together with all other incidental and appurtenant work necessary for the proper completion of the Project (collectively, the “Work” sometimes herein).

The Theatre has an existing sound system that is not optimal for theatrical productions. Enhancements should be designed to meet the needs of the performances, though different settings on the same equipment may be used to achieve the desired results. Enhancements may also include deploying the existing resources/equipment in new ways, or recalibrating them to better effect. The Work is or may be considered a “public work: under Missouri law and is therefore subject to all laws and requirements applicable to the construction of public works.

(b) Preliminary Services.

The selected theatrical sound design company (“Company” sometimes herein) shall provide an accurate record and assessment of the existing auditorium e q u i p ment.

Repair Assessment The Company shall provide a detailed analysis of the existing equipment that needs repair and the specific nature of each required repair.

Equipment Selection The Company shall identify potential new or replacement equipment (based on specifications in this Section 3 and Section 4 below) and present for review and selection. All equipment presented must be able to be acquired, installed, and accepted by the School District on or before the Project Completion Date specified by the School District.

Project Schedule The Company shall establish and provide to the SCHOOL DISTRICT for


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approval, a schedule of performance for all of the Work. (c) Performance of System Enhancements and Installation

The Company will execute and complete all the Work, including installation of new equipment and necessary repair of all existing auditorium sound equipment sufficient and complete for acceptance by the SCHOOL DISTRICT. In performing the Work as described above, the Company shall comply with the following:

1. A schedule of the work to be performed each day must be submitted to

and approved by the SCHOOL DISTRICT prior to commencing work.

2. Sound system installation or repair must be coordinated with maintenance staff and other onsite trades, if necessary.

3. All wires, cables, anchors and connections must be checked, tightened,

and/or replaced where necessary.

4. Any faulty or dangerous electrical connections or outlets discovered during the course of the Work must be brought to the attention of the Theatre for repair.

5. The Company must supply a detailed plan and/or schematic for approval

by the SCHOOL DISTRICT prior to commencing sound system installation and repair.

6. The Company may use the theatre stage as a work area during

installation provided, however, the Company shall be financially responsible to promptly pay for any repairs made necessary due to damage caused by activities of the Company utilizing the stage.

7. The Company shall vacuum all debris from the work areas on a daily

basis.

Company shall additionally be required to adhere to the specifications attached hereto and titled Specifications Schedule.

4. EQUIPMENT SPECIFICATIONS

All equipment and parts to be furnished shall be new. The Company shall submit samples or detailed manufacturer’s specification pages for verification of style, color and quality prior to the award of any contract.

Whenever a particular make of equipment or trade name is specified herein, it shall be regarded as indicative of a standard required. Other brands of equal generic quality will receive full consideration provided that the guidelines listed under these specifications are met. All equipment furnished must comply with all applicable


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M i s s o u r i codes including the Missouri electrical codes and related regulations. The SCHOOL DISTRICT shall make the final determination as to whether a product submitted is of equal quality and acceptable for use, and otherwise meets the SCHOOL DISTRICT’s specifications and requirements.

Equipment deemed to be "equal" shall be accepted as a substitute only if a request for approval is submitted in writing to the SCHOOL DISTRICT, at least ten (10) days before the bid closing and such approval is given in writing. Requests for substitution shall include a complete set of manufacturer’s specifications.

Equipment deemed to be equal must have been used in commercial installations under similar conditions and with similar requirements. A list of three such installations must accompany such request. Company shall additionally be required to adhere to the specifications attached hereto and titled Specification of Equipment.

5. ADDITIONAL TERMS

(a) Warranties: The Company shall furnish written warrantees to SCHOOL

DISTRICT before final payment shall be due. All materials and all labor must be guaranteed for a minimum of five (5) years, and, if defective, must be replaced and/or repaired at the Company's expense.

(b) Temporary Suspension of Work: The SCHOOL DISTRICT shall have the

authority to suspend the Work in whole or in part, for such a period as it may deem necessary, due to unsuitable weather, or such other conditions as are considered unfavorable for the suitable prosecution of the work, or for such time as it may deem convenient due to failure on the part of the Company to carry out orders given or to perform any provisions of the Work. The Company shall immediately obey such order and shall not resume the work until so ordered in writing by the SCHOOL DISTRICT or the authorized representative of the SCHOOL DISTRICT.

(c) Coordination and Sequence of Work: All work shall be done in coordination

with the SCHOOL DISTRICT. (d) Alterations and Additions: The SCHOOL DISTRICT may, if it deems it

necessary, make alterations and modifications to the Specifications and plans for the Work, covering any portion thereof and ordering extra work to be done. The price to be paid for the work under such altered or modified work shall be agreed upon in writing in advance, by addendum to the original contract and signed by the proper parties to the contract. It is expressly understood and agreed that such agreed-upon alterations, additions, modifications or omissions shall not in any way violate or annul the contract, and the Company shall agree not to claim or bring suit for any damages whether for loss of profits or otherwise, on account of said changes. Whenever, during


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the progress of work, any additional work or change or modification in the Work contracted for is agreed upon as aforesaid, such additional work or modification shall be considered and treated as though originally contracted for, and shall be subject to all the terms, conditions and provisions of the original contract.

(e) Termination or Suspension of Contract for Default: If at any time, in the

opinion of the SCHOOL DISTRICT, the Company has failed to supply an adequate working force, or material of proper quality, or has failed in any other respect to prosecute the Work with the diligence and force specified and intended in and by the terms of the Contract, notice thereof in writing will be served upon it, and should it neglect or refuse to provide means for a satisfactory compliance with the contract as directed by the authorized representative of the SCHOOL DISTRICT within the time specified in said notice, the SCHOOL DISTRICT shall have the power to suspend the operation of the contract and discontinue all work or any part thereof. Thereupon, the Company shall discontinue such work, or such part thereof, as the SCHOOL DISTRICT may designate, and the SCHOOL DISTRICT may thereupon, by contract or otherwise as it may determine, and to the maximum extent permitted by law, complete the Work or such part thereof, and charge the entire expense of so completing the Work, or any part thereof, to the Company, and for such completion the SCHOOL DISTRICT itself or its vendors may take possession of and use, or cause to be used in the completion of the Work, or any part thereof, any such materials, implements and tools of every description as may be found at the place of such work. All expenses charged under this paragraph shall be deducted and paid for the SCHOOL DISTRICT out of any monies then due or to become due to the Company under the contract, or any part thereof, and in such accounting, the SCHOOL DISTRICT shall not be held to obtain the lowest figure for the Work.

In case the expenses so charged are less than a sum which would have been payable under the contract if the same had been completed by the Company, the Company shall be entitled to receive the difference; and in case such expenses shall exceed the amount payable under its contract, the Company shall pay the amount of the excess to the SCHOOL DISTRICT, upon completion of the work, without further demand being made therefor. In the determination of the question as to whether or not there has been any such non•compliance with the contract as to warrant the suspension or annulment thereof, the decision of the SCHOOL DISTRICT shall be binding on all parties to the contract.

(f) Conferences and Meetings: When and as directed by the representative of the

SCHOOL DISTRICT, the Company shall attend all conferences and meetings, which the SCHOOL DISTRICT deems necessary for the proper progress of work under the contract.

(g) Permits, Fees, and Notices: The Company shall, at its own expense, obtain all

permits and licenses required in performance of the Work, and give all notices necessary in the prosecution of its work.


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(h) Progress of Work: The Company shall submit a master progress schedule to the SCHOOL DISTRICT within five (5) days after being awarded the contract and shall keep the schedule current through the progress of the Work. The progress schedule shall reflect each part of the Work to be performed. To the extent not otherwise required by the agreed-upon schedule, the Work shall be performed in order of their priorities and as directed by the SCHOOL DISTRICT or authorized representative of the SCHOOL DISTRICT. The Company shall take into account the work of other companies that may be within the work area in preparing and maintaining its progress schedule.

(i) Cooperation with Others: utility owners, vendors of the SCHOOL DISTRICT,

or companies authorized by the SCHOOL DISTRICT responsible for facilities located within the limits of work shall have the right to enter upon the limits of work and upon any structure therein for the purpose of making new installations, changes, or repairs, and the Company shall so conduct its operations as to provide the time needed for such work to be accomplished during the progress of the improvement.

(j) Disposal of Waste Material: All materials removed and not needed for the

work shall be removed and disposed of outside the boundaries of the project by the Company. The SCHOOL DISTRICT or its authorized representative shall advise the Company as to the exact location of the dumpsite where it may transport and dispose of the waste material.

(k) Protection of Work: The Company shall protect and care for all work until final

acceptance. Throughout the period of installation, the Company shall keep the site free and clean from all rubbish and debris and any unnecessary obstructions and shall promptly clean up all or any portion of the site when notified to do so by the SCHOOL DISTRICT representative. The Company shall promptly remove from any parts of the working area all unused materials and debris, to the end that installation areas are returned to a clean, neat and acceptable condition at the earliest time following completion of the Work. Failure on the part of the Company to comply with the orders of the SCHOOL DISTRICT representative regarding cleanup may result in a written directive from the SCHOOL DISTRICT to cease progress on any or all parts of the Work under contract until the unsatisfactory condition is corrected. No additional compensation or time extension will be allowed as a result of such suspension.

(l) Inspection: The SCHOOL DISTRICT shall at all times have access to work

during construction, and shall be furnished with every reasonable facility for ascertaining full knowledge regarding the progress, workmanship and character of equipment used and employed in the Work. Whenever required, the Company shall furnish to the SCHOOL DISTRICT for test, and free of charge, samples of any of the equipment proposed to be used in the Work. Said samples shall be delivered by the Company at the place within the WARRENTON HIGH SCHOOL designated by the SCHOOL DISTRICT. Rejected equipment must be immediately removed from the Work by the Company and shall not again be brought back to the worksite.


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The theatrical sound design Company shall notify the SCHOOL DISTRICT’s representative forty-eight (48) hours in advance of when inspection for either material or work to be done is required.

The inspection of the work shall not relieve the Company of any of its obligations to fulfill the contract as prescribed. Defective work shall be made good, and unsuitable materials may be rejected, notwithstanding the fact that such defective work and unsuitable materials have been previously overlooked by the SCHOOL DISTRICT and accepted or estimated for payment.

(m) Responsibility of SCHOOL DISTRICT: The SCHOOL DISTRICT shall not be

held responsible for the care or protection of any material or parts of the Work prior to final acceptance, except as expressly provided in these specifications.

(n) Compensation: If a contract for the Work will be entered, then the Company

will be paid not more than five percent (5%) at contract signing. Upon acceptance of the Work by the SCHOOL DISTRICT. Unless any and all “punch-list” items are complete and Company provides satisfactory evidence that any and all subcontractors and suppliers have been fully paid, the balance, less any amounts required by law to be withheld, will be paid sixty (60) days thereafter.

(o) Public Works Requirements

a) Not less than the prevailing hourly rate of wages specified under Section 290.210-290.340 (MO Rev. Stat.) and set out in Wage Determination #25, for Warren County, MO shall be paid to all workers performing Work under this Agreement. Company shall forfeit as provided under Section 290.250 (MO Rev Stat.) as a penalty to the District on whose behalf this Contract is made. One Hundred Dollars ($100.00) for each worker employed, for each calendar day, or portion thereof, that such worker is paid less than the stipulated rates for any work done under said Contract by Company, or any of its Subcontractors. Company and all subcontractors shall be required to submit certified weekly payroll sheets with their monthly invoices, showing compliance with Missouri prevailing wage law at the conclusion of the Project prior to final payment. Accurate records pertaining to wages paid all workers employed on the Project shall be kept within the State of Missouri by Company, and each subcontractor for a period of one (1) year following final completion.

b) The Company shall furnish both a payment bond which meets all statutory requirements for public works projects (Section 107.170 Mo. Rev. Stat .) and a performance bond in the full amount of the cost of the Work and such performance bond shall meet any and all requirements set forth in the Construction Documents. The Company’s bonds shall include such provisions as will guarantee faithful performance of the prevailing hourly wage clauses under this Agreement.


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c) Before employment of any employee or retention of any independent contractor, subcontractor or supplier who is an individual for work on this Project, the Company and Subcontractors shall conduct background checks through all appropriate state agencies and any other background checks as may be standard for entities providing services to public schools, including without limitation, a thorough review of the list of registered sex offenders as provided by the County Sheriff’s Department, and any such individual who does not pass such background check as determined by the District its sole discretion shall not be permitted to enter the premises where the Project is located or any other school district property or to work on the Project. The Company shall include all of these requirements in its contracts with its subcontractors and suppliers.

d) This is a tax-exempt project and School District has provided the Company a Missouri State Tax Exemption Certificate. The Company shall make all material purchases for this particular project with the Tax Exemption Certification and therefore will not incur Missouri State Sales Tax. The School District will not reimburse the Company for sales tax under any circumstance.

e) Pursuant to Missouri Revised Statute 285.530, all business entities awarded any contract in excess of five thousand dollars ($5,000.00) with a Missouri public school district must, as a condition to the award of any such contract, be enrolled in and participate in a federal work authorization program with respect to employees working in connection with the contracted services to be provided, to the District (to the extent allowed by E-verify.) Accordingly, the Company, does not knowingly employ any person who is an unauthorized alien in connection with the services to be provided to the District. The documentation required is attached hereto. The Company shall be also provide such other documentation as is requested by the District to confirm the forecasting.

f) The Company shall comply with RSMo. 292.675 and provide construction training as required by the District and applicable law. The Company shall provide a ten-hour OSHA construction safety program for on-site employees which includes a course in construction safety and health approved by OSHA or a similar program approved by the Missouri Department of Labor and Industrial Relations which is at least as stringent as an approved OSHA program. All employees are required to complete the program within 60 days of beginning work on such project. The Company shall forfeit as a penalty to the District, $2,500 plus $100 for each employee employed by the Company or its subcontractors for each calendar day or portion thereof that any such employee is employed without the required training.

g) The Company shall comply with RSMo. 161.371 and shall establish and implement a random drug and alcohol testing program which shall be administered by a laboratory duly certified by the U.S. Department of Health and Human Services or similar agency approved by the State of Missouri. Such program will require notification to the employer and employee of the results of any positive drug or alcohol test, the Company shall immediately take appropriate action with respect to such employee in order to protect the safety of the students, and the District shall be notified of the action taken to protect the safety of the students as a result of such positive test result. All


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costs for the program of screening and testing workers for alcohol and controlled substances, as well as all costs for administration of such drug and alcohol testing program shall be paid by Company and not the District.

h) Every transient employer as defined in section 285.230 RS Mo. must post in a prominent and easily accessible place at the work site a clearly legible copy of the following: (1) the notice of registration for employer withholding issued to such transient employer by the director of revenue; (2) proof of coverage for workers compensation insurance or self-insurance signed by the transient employer and verified by the department of revenue through the records of the division of workers compensation; and (3) the notice of registration for unemployment insurance issued to such transient employer by the division of employment security. Any transient employer failing to comply with these requirements shall be liable for a penalty of $500 per day until the notices required by this section are posted as required by that statute.

i) The Company and all subcontractors and suppliers shall comply with the provisions of the “Missouri Domestic Products Procurement Act” and any other applicable Buy American requirements.

j) The Company agrees to comply with the Equal Employment Opportunity Act and shall not unlawfully discriminate against or harass any employee or applicant for employment because of race, religion, color, national origin, sex, gender, age or disability, or any other protected status or activity.

6. SUBMITTAL OF PROPOSALS

Proposals will be received by the WARREN CO RIII SCHOOL DISTRICT at the Central Office of the SCHOOL DISTRICT, Warrenton, MO 63383 by 1:30 p.m. local time on December 18, 2018. Late proposals shall not be accepted. Proposers assume all risks of untimely or no delivery of proposals that are mailed or not personally delivered.

The SCHOOL DISTRICT will respond to any requests for clarification to the Request for Proposal in RFP Addendum(s) as it deems necessary. Inquiries should be directed to Shelley Kinder, Director of Finance, Warren Co RIII Central Office, 385 West Veterans Memorial Parkway, Warrenton, MO 63383 or at [email protected] or 636-456-6901, ext 1117. All requests for clarification must be in writing and received by December 12, 2018.

Proposals must be submitted in a sealed envelope, addressed to the SCHOOL DISTRICT at the above referenced address. The sealed envelope containing a proposal must be plainly marked on the outside as “Theatre Sound System Project” and the theatrical sound system company’s name and address. One (1) unbound original and two (2) copies of the proposal must be submitted.

The theatrical sound system company’s fee schedule and reimbursable costs shall accompany the proposal but must be in a separate sealed envelope clearly marked “Cost Proposal”. Only one (1) copy of the fee proposal is required.

Following proposal submittal and review, it is anticipated that the SCHOOL DISTRICT



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will conduct proposal interviews with selected companies during the week of December 18 with the contract anticipated to be awarded by the WARRENTON HIGH SCHOOL SCHOOL DISTRICT, if at all, on January 10, 2019.

7. PROPOSAL EVALUATION AND SELECTION A Selection Committee made up of SCHOOL DISTRICT staff will evaluate and rank all proposals meeting the requirements of this RFP. Rankings will be based on a combination of the following factors:

Understanding of and ability to complete work scope

Demonstrated experience on theatrical sound design projects and qualifications

References

Proposed approach to completing the tasks contained in the RFP

Overall quality of the proposal

In an effort to provide as much objectivity in the selection process as possible, the SCHOOL DISTRICT will use a scoring system, with a 100% score being the highest. The scoring will be weighted as follows:

Price 40%

Past timely performance on similar projects 25%

Quality of equipment 25%

Length of warranty 10%

The SCHOOL DISTRICT reserves the right to negotiate further with the top 2 or 3

scoring companies to finally award based on which proposal provides the greatest benefit to the SCHOOL DISTRICT.

Upon completion of the rankings, the Selection Committee will interview the proposed theatrical sound design companies selected from the top ranked proposers . After completing the ranking process, and any negotiations as deemed necessary, the company rated as providing the greatest benefit to the SCHOOL DISTRICT will be invited to enter into an Agreement, if deemed to be in the SCHOOL DISTRICT’s best interest.

Notwithstanding the foregoing or any other provision contained herein, the SCHOOL DISTRICT reserves the right to waive any errors or irregularities in any proposals, and to accept or reject any or all proposals and may, at its discretion, negotiate with one or more proposers concurrently. The SCHOOL DISTRICT fu r the r reserves the right to reject all proposals, revise the specifications, and issue a new RFP.

The Selection Committee reserves the right to request additional information from proposers, to negotiate terms and conditions for performance of the Work, to visit sites, to request demonstrations or oral presentations, or ask proposers to appear before the Selection Committee to clarify points of their proposals.

The SCHOOL DISTRICT reserves the right to consider any minor deviations from the


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Scope of Work and determine the acceptance or rejection of such deviation. The SCHOOL DISTRICT reserves the right to seek supplementary information from any proposer at any time after official proposal opening and before any award. Such information will be limited to clarification or amplification of information provided in the original proposal.

Each proposer agrees that the SCHOOL DISTRICT has up to one hundred twenty (120) days to accept or reject any proposal. It is further understood that, if the proposer to whom any award is made fails to enter into the SCHOOL DISTRICT’s Professional Services agreement, an award may be made to another proposer, who shall be bound to perform as if it had received the award in the first instance.

Upon the SCHOOL DISTRICT's acceptance of a proposal, the successful proposer will be required to execute and return all required Project documents, payment and performance bond, and all certificates of insurance within ten (10) calendar days from the date a Notice of Award is issued by the SCHOOL DISTRICT. Should the successful proposer fail or refuse to execute the SCHOOL DISTRICT’s Agreement, the SCHOOL DISTRICT reserves the right to accept the proposal of the proposer offering the next best value to the SCHOOL DISTRICT. 8. PROPOSAL FORMAT

The Proposal shall include the following information:

Binding Transmittal Letter Proposer must provide a cover letter (two pages maximum) signed by a party authorized to contractually obligate the proposer (and respective team members) to perform the commitments included in the proposal. The letter must also identify the name, title, address, telephone number, and e-mail address of the individual(s) responsible for such negotiations, if selected. Additionally, the cover letter should discuss the proposer’s overall qualifications and ability to meet the scope of work outlined in the RFP, and include a statement guaranteeing the validity of the proposal for a period of 120 days beyond the date of opening. The letter shall also constitute certification, under penalty of perjury, that the theatrical sound design company will meet all SCHOOL DISTRICT rules and regulations, and State and Federal nondiscrimination laws. An unsigned cover letter, or a letter signed by a representative unauthorized to bind the proposer may be rejected.

Company Overview and Qualifications

A Statement of Qualifications applicable to this Project including the names, qualifications, and proposed duties of the theatrical sound design company’s staff to be assigned to this Project. List the specific individual who will serve as Lead Foreman.

A listing of the company’s and Lead Foreman’s recent theatrical sound design projects that include re-upholstering and repair, completed within the past 10 years including the names, titles, addresses, and telephone numbers of the appropriate persons who the SCHOOL DISTRICT can contact.


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An organizational chart identifying key personnel, their specific project responsibilities, and their relationships/chain of command.

A listing of any sub-contractors the proposer intends to employ in execution of the project, including name, address, telephone number, and name of contact person. Discuss the proposed subcontractor’s role and provide information on subcontractors’ experience performing similar work. All subcontractors are subject to the approval of the SCHOOL DISTRICT.

Work Schedule

Indicate how project schedules are prepared, cost estimates, cost control procedures, maintaining excellence, and quality control. Explain which functions will be provided in-house, which will be contracted out, and how they are integrated and included in the scope of the services proposed.

Time is of the essence on this Project. An outline of the approach to expediting the execution of this Project must be provided in order to ensure total completion in a timely manner.

Conflict of Interest

The company shall disclose any financial, business or other relationships with the SCHOOL DISTRICT that may have an impact on the outcome of this contract or any resulting project. The company shall also list current clients who may have a financial interest in the outcome of this contract.

References

Provide a minimum of three references for past theatrical sound design projects (completed within the past five years) managed exclusively by the company’s proposed Lead Foreman for this project. References shall include: Project name and location, project size, year completed, name of client and contact information, and a brief summary of the completed project.

Fee Proposal

Provide a lump sum fee proposal and reimbursable expenses for the project.

A copy of the company’s hourly rate schedule and a written statement that said hourly rate schedule is part of the company’s proposal for use in performing extra work incurred that is not part of this RFP.

9. GENERAL CONTRACT TERMS AND CONDITIONS

Contract Requirement The successful proposer shall enter into an Agreement with the SCHOOL DISTRICT, which shall contain the terms and conditions set forth in Exhibit “B” attached hereto and incorporated by reference herein. A statement must be made in the company’s proposal that the terms and conditions of the Agreement are acceptable. By submitting a proposal,


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the proposer represents that it will enter into the form of agreement set forth in Exhibit B. The successful proposer shall execute the written contract with the SCHOOL DISTRICT within ten (10) calendar days after notice of the award has been sent by mail to the Company at the address given in the proposal. The Company warrants that it possesses or will possess, or has arranged through subcontracts, all capital and other equipment, labor and materials necessary to carry out and complete the Work hereunder in compliance with all applicable Federal, State, and Local Laws, Ordinances, and Regulations.

Contract Term Unless sooner terminated, the Agreement shall remain in effect from the date of execution until the Work has been completed to the SCHOOL DISTRICT’s satisfaction. Fees to perform the Work, as set forth in the proposal, shall be valid for the life of the agreement unless otherwise agreed upon in writing. Contract Assignment The Company shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the prior, written consent of the SCHOOL DISTRICT.

Non-Discrimination In the performance of the terms of the contract, the Company agrees that it will not engage in, nor permit such subcontractors as it may employ to engage in, discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, or religion of such person(s).

Assignment of Personnel Company may not transfer, remove, or change the Lead Foreman without the prior, written consent of the SCHOOL DISTRICT. An unauthorized change in personnel may result in the SCHOOL DISTRICT’s termination of the contract without penalty.

Confidentiality and Ownership of Proposal Materials, Reports, and Data Each proposal and work documents shall become property of the SCHOOL DISTRICT. All documents provided shall become a public record, subject to disclosure to the extent provided by Missouri Open Meetings Act.

Amendments to the RFP The SCHOOL DISTRICT reserves the right to modify this Request for Proposal (RFP) at any time prior to the proposal submittal deadline. Modifications or revisions to the RFP shall be issued only as a written amendment or addenda issued by the SCHOOL DISTRICT. In the event the SCHOOL DISTRICT modifies or revises this RFP, a copy of such changes will be issued to each recipient of the RFP.

Insurance and Indemnification The Company shall submit a “Statement Certifying Insurance Coverage” certifying that the required general and auto liability insurance coverage will be obtained and that said coverage is prerequisite for entering into the Agreement with the SCHOOL DISTRICT. Failure to meet the SCHOOL DISTRICT’s insurance requirements shall result in


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disqualification and/or withdrawal of any contract award. To the maximum extent permitted by law, the Company shall indemnify, defend and hold harmless the SCHOOL DISTRICT, elected and appointed officials, officers, employees, agents and volunteers from and against any and all liability, loss, injury or damage including (but not limited to) demands, claims, actions, fees, costs and expenses (including payment of attorney and expert witness fees), arising from or connected to the Company’s performance of the Work. This indemnification does not apply to liability caused by the sole negligence or willful misconduct of the SCHOOL DISTRICT. Withdrawal or Modification of Proposals Proposals may be withdrawn or modified at any time prior to the hour fixed for the opening, provided that a request in writing executed by the proposer or duly authorized representative for the withdrawal or modification of such proposal is filed with the SCHOOL DISTRICT. The withdrawal or modification of a proposal shall not invalidate the right of a proposer to file a new proposal prior to the time and date set for the filing deadline. After the expiration of the time and date for receipt of proposals, a proposal may not be withdrawn or modified.

Business License Prior to beginning any work, the successful proposer shall secure a l l l e g a l l y r e q u i r e d appropriate Business Licenses.

Payment Terms The SCHOOL DISTRICT's payment terms are thirty (30) days from the receipt of an original invoice referencing the SCHOOL DISTRICT's Purchase Order number and acceptance of the services.

Validity of Proposals Proposals shall remain valid for at least one hundred-twenty (120) days after the opening.

Right to Reject All Proposals The SCHOOL DISTRICT reserves the right to reject any or all proposals submitted, and no representation is made hereby that any contract will be awarded pursuant to this Request for Proposal or otherwise.

All costs incurred in the preparation of the proposal, the submission or additional information, and/or any aspect of the proposal prior to award of a written contract will be borne by the proposer. The SCHOOL DISTRICT will provide only the staff assistance and documentation specifically referred to herein and will not be responsible for any other cost or obligation of any kind that may be incurred by the proposer. All proposals submitted to the WARRENTON HIGH SCHOOL or the SCHOOL DISTRICT are the property of the SCHOOL DISTRICT.

* * *


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EXHIBIT “A”


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EXHIBIT “B”

AGREEMENT

This Agreement (“Agreement”) is dated , 2018,

(“Effective Date”) and is between , [Specify Legal Form

of Entity, ("CONTRACTOR") and the WARREN CO RIII SCHOO DISTRIST, a Missouri public school distr ict ("SCHOOL DISTRICT"). The CONTRACTOR and the SCHOOL DISTRICT are sometimes referred to herein collectively as the “Parties” and singularly as “Party”.

R E C I T A L S

A. The SCHOOL DISTRICT desires to enter into this Agreement with CONTRACTOR as an independent contractor to perform the following services:

Enhancement and installation of sound design systems in the WARRENTON HIGH SCHOOL Theatre for the Performing Arts (collectively, the “Services”).

B. The CONTRACTOR represents that it is fully qualified to perform the Services by

virtue of its experience and the training, education and expertise of its principals and employees.

C. The SCHOOL DISTRICT enters this Agreement in reliance on CONTRACTOR’s representations concerning its expertise, experience, and ability to perform the Services.

AGREEMENT

NOW, THEREFORE, the Parties agree as follows:

1.0 R E T E N T I O N OF CONTRACTOR. The SCHOOL DISTRICT shall engage the CONTRACTOR and the CONTRACTOR shall perform the services required under this Agreement.

2.0 SCOPE OF SERVICES. The CONTRACTOR shall perform during the term of this Agreement, those services set forth in the RFP attached hereto as Exhibit "A" (collectively, the “Services”), and as required in this Agreement, all to SCHOOL DISTRICT’s reasonable satisfaction. The CONTRACTOR shall commence performance of the Services upon receipt of a written notice from the Designated Official authorizing the CONTRACTOR to proceed, and only to the extent of such authorization. The SCHOOL DISTRICT may, from time to time, request changes in the scope of services of the CONTRACTOR to be performed under this Agreement. Such changes shall be in the form of a written amendment to this Agreement signed by both Parties and shall include any additional compensation agreed to by the Parties.

3.0 TIME OF PERFORMANCE. The CONTRACTOR shall commence performance of the Services immediately upon receipt of a written notice from the Designated Official and shall perform the Services in a timely, diligent manner. The Services shall be substantially complete on or before and shall be finally complete no later than thirty (30) days after the substantial completion deadline.


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4.0 COMPENSATION. As full and complete compensation for CONTRACTOR’s services provided under this Agreement, SCHOOL DISTRICT shall pay CONTRACTOR the total, “NOT-TO- EXCEED” amount of $ _, as set forth in the CONTRACTOR’s PROPOSAL, attached hereto as Exhibit “B.” No claims for additional compensation shall be allowed unless authorized in advance by the SCHOOL DISTRICT in writing. Any additional work or expenses authorized by the SCHOOL DISTRICT shall be compensated at the rates set forth in Exhibit B, or, if not specified, at a rate agreed to in writing by the Parties. The SCHOOL DISTRICT shall make payment for additional services and expenses in accordance with Section 6.0 of this Agreement.

5.0 PAYMENT. Unless otherwise agreed upon in writing, CONTRACTOR will be paid not more than five percent (5%) of the amount specified in Section 5.0, above, at contract signing. Upon acceptance of the Work by the SCHOOL DISTRICT, SCHOOL DISTRICT shall pay to the Company the amount required by the Missouri Prompt Pay and Retainable Act. Unless any and all “punch-list” items are complete and CONTRACTOR provides satisfactory evidence that any and all subcontractors and suppliers have been fully paid and all other close-out requirements have been satisfied, the balance, less any amounts required by law to be withheld, will be paid sixty (60) days thereafter.

6.0 STANDARD OF SKILL. The CONTRACTOR warrants that it possesses the professional expertise necessary to perform the Services. The SCHOOL DISTRICT relies upon the skill of the CONTRACTOR, and the CONTRACTOR's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and the CONTRACTOR and CONTRACTOR’s staff, shall perform the Services in such manner. The CONTRACTOR shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of the CONTRACTOR's work by the SCHOOL DISTRICT shall not operate as a release of the CONTRACTOR from such standard of care and workmanship.

7.0 INDEPENDENT CONTRACTOR. The CONTRACTOR is retained by the SCHOOL DISTRICT only to the extent set forth in this Agreement, and the CONTRACTOR's relationship to the SCHOOL DISTRICT is that of an independent contractor. The CONTRACTOR shall be free to dispose of all portions of the CONTRACTOR's time and activities that the CONTRACTOR is not obligated to devote to the SCHOOL DISTRICT in such a manner, and to such persons, firms or corporations, as the CONTRACTOR sees fit except as expressly provided in this Agreement. Neither the SCHOOL DISTRICT nor any of its agents shall have control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees, except as set forth in this Agreement. The CONTRACTOR shall not have the status of an employee under this Agreement, or be entitled to participate in any insurance, medical care, vacation, sick leave or other benefits provided for the SCHOOL DISTRICT's officers or employees. The CONTRACTOR shall have no power to incur any debt, obligation or liability on behalf of the SCHOOL DISTRICT or otherwise act on behalf of the SCHOOL DISTRICT as an agent. The CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the SCHOOL DISTRICT. The CONTRACTOR shall pay all required taxes on amounts paid to the CONTRACTOR under this Agreement, and indemnify and hold the SCHOOL DISTRICT harmless from any and all taxes, assessments, penalties and interest asserted against the SCHOOL DISTRICT by reason of the independent contractor relationship created by this Agreement. The CONTRACTOR shall fully comply with applicable workers’ compensation laws regarding the CONTRACTOR and the CONTRACTOR’s employees. The CONTRACTOR shall indemnify and hold the SCHOOL DISTRICT harmless from any failure of the CONTRACTOR to comply with applicable workers’ compensation laws.


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The SCHOOL DISTRICT may offset against the amount of any compensation due to the CONTRACTOR under this Agreement any amount due to the SCHOOL DISTRICT from the CONTRACTOR as a result of the CONTRACTOR’s failure to promptly pay to the SCHOOL DISTRICT any reimbursement or indemnification arising under this Section 8.0.

9.1 INDEMNIFICATION. The CONTRACTOR and the SCHOOL DISTRICT agree that the SCHOOL DISTRICT, its employees, agents and officials should, to the fullest extent permitted by law, be fully protected from any loss, injury, damage, claim, liability, lawsuit, cost, expense, attorneys’ fees, litigation costs, defense costs, court costs and/or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the SCHOOL DISTRICT and the Indemnitees (hereafter defined). The CONTRACTOR acknowledges that the SCHOOL DISTRICT would not have entered into this Agreement in the absence of the commitment of the CONTRACTOR to indemnify and protect the SCHOOL DISTRICT and the Indemnitees, as set forth in this Agreement.

9.2 Indemnity. To the fullest extent permitted by law, the CONTRACTOR shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the SCHOOL DISTRICT, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, and assigns (collectively “Indemnitees”) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Claims”), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions, or willful misconduct, of the CONTRACTOR, and/or its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that the CONTRACTOR shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. The CONTRACTOR shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense.

9.3 The obligations of the CONTRACTOR under this or any other provision of this Agreement shall not be limited by the provisions of any workers’ compensation act or similar act. The CONTRACTOR expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. The CONTRACTOR’s indemnity obligation set forth in this Section 9.0 shall not be limited by the limits of any policies of insurance required or provided by the CONTRACTOR pursuant to this Agreement.

9.4 The CONTRACTOR’s covenant under this Section 9.0 shall survive the expiration or termination of this Agreement.

10.0 TERMINATION OF AGREEMENT. The SCHOOL DISTRICT may terminate this Agreement at any time and for any or no reason during the term of the Agreement by giving the CONTRACTOR written notice. The CONTRACTOR may only terminate this Agreement for cause, and by giving the SCHOOL DISTRICT prior notice in writing with a reasonable opportunity to cure


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any purported default. If the Agreement is terminated by the SCHOOL DISTRICT, and provided CONTRACTOR is not then in breach, the CONTRACTOR shall be paid for services satisfactorily rendered to the last working day the Agreement is in effect, and the CONTRACTOR shall have no other claim against the SCHOOL DISTRICT by reason of such termination. This Agreement may be extended beyond the term only by the written agreement of both Parties prior to the expiration of the term of the Agreement.

11.0 SAFETY REQUIREMENTS. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards set by the state of Missouri. The SCHOOL DISTRICT may issue restraint or cease and desist orders to the CONTRACTOR when unsafe or harmful acts are observed or reported relative to the performance of the Services. The CONTRACTOR shall maintain the work sites free of hazards to persons and property resulting from its operations. The CONTRACTOR shall immediately report to the SCHOOL DISTRICT any hazardous condition noted by the CONTRACTOR.

12.1 MANDATORY INSURANCE. The CONTRACTOR shall maintain the insurance coverage throughout the term of this Agreement, and, upon the SCHOOL DISTRICT’s request, the CONTRACTOR shall provide the SCHOOL DISTRICT with evidence of such coverage, which may include visual inspection of all policies, copies of declarations page, endorsements signed by an authorized representative of the underwriting company, or certificates of insurance. Insurance coverage shall be provided in such form and coverage amounts as set forth in Exhibit “C” attached hereto.

12.2 Subcontractors. The CONTRACTOR shall include all subcontractors, and/or any other party involved in the performance of the Services, as insureds under its policies or shall require subcontractors or any other party involved in the Services by the CONTRACTOR to carry the same insurance as required in this Section 12.0. The CONTRACTOR shall obtain certificates evidencing the coverage and make reasonable efforts to ensure that the coverage is provided as required in this Section 12.0. The CONTRACTOR shall require that no contract used by any subcontractor, or contract the CONTRACTOR enters into on behalf of the SCHOOL DISTRICT, shall reserve the right to charge back to the SCHOOL DISTRICT the cost of insurance required by this Agreement. The CONTRACTOR shall, upon request, submit to the SCHOOL DISTRICT for review, all agreements with subcontractors or others with whom the CONTRACTOR contracts with on behalf of the SCHOOL DISTRICT, and all certificates of insurance obtained in compliance with this Section 12.1. The SCHOOL DISTRICT’s failure to request copies of the documents shall not impose any liability on the SCHOOL DISTRICT, or its employees, or be deemed a waiver of any of the SCHOOL DISTRICT’s rights.

13.1 WORK PRODUCT.

13.2 Deliverables. The CONTRACTOR shall, in such time and in such form as the SCHOOL DISTRICT may require, furnish reports concerning the status of services required under this Agreement. The CONTRACTOR shall, upon request by the SCHOOL DISTRICT and upon completion or termination of this Agreement, deliver to the SCHOOL DISTRICT all material furnished to the CONTRACTOR by the SCHOOL DISTRICT.

13.3 Ownership.

(a) Unless otherwise agreed upon in writing, all draft and final reports, documents, and other written material, and any and all images, ideas, concepts, designs including website designs, source code, object code, electronic data and files, and/or other media whatsoever created or developed by CONTRACTOR in the performance of this Agreement


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(collectively, “Work Product”) shall be considered to be “works made for hire” for the benefit of SCHOOL DISTRICT. All Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of SCHOOL DISTRICT without restriction or limitation upon their use, duplication or dissemination by SCHOOL DISTRICT upon final payment being made. CONTRACTOR shall not obtain or attempt to obtain copyright protection as to any of the Work Product. Any use of the Work Product by SCHOOL DISTRICT for any other purpose than this Project, shall be at SCHOOL DISTRICT’s sole risk.

(b) CONTRACTOR hereby assigns to SCHOOL DISTRICT all rights of ownership to the Work Product, including any and all related intellectual property and proprietary rights that are not otherwise vested in the SCHOOL DISTRICT pursuant to subsection (a), above.

(c) CONTRACTOR warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment, SCHOOL DISTRICT shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose. CONTRACTOR shall defend, indemnify and hold SCHOOL DISTRICT, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents harmless from any loss, claim or liability in any way related to a claim that SCHOOL DISTRICT’s use of any of the Work Product is violating federal, state or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products, ideas or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Work Product produced under this Agreement. In the event any the use of any of the Work Product or other deliverables hereunder by SCHOOL DISTRICT is held to constitute an infringement and the use of any of the same is enjoined, CONTRACTOR, at its expense, shall: (a) secure for SCHOOL DISTRICT the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for SCHOOL DISTRICT; or (b) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. This covenant shall survive the termination of this Agreement.

13.4 Confidentiality. Except as otherwise required by law, the CONTRACTOR shall not disclose, publish or authorize others to disclose or publish, design data, drawings, specifications, reports or other information pertaining to the Services assigned to the CONTRACTOR by the SCHOOL DISTRICT or other information to which the CONTRACTOR has had access during the term of this Agreement without the Designated Official’s prior written approval. The CONTRACTOR’s covenant under this Section 13.3 shall survive the expiration or termination of this Agreement.

13.5 Records. The CONTRACTOR shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information relating to the Services, as required by the SCHOOL DISTRICT. The CONTRACTOR shall maintain adequate records on services provided in sufficient detail to permit an evaluation of the Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. At all times during regular business hours, the CONTRACTOR shall provide access to such books and records to the SCHOOL DISTRICT its designees, the right to examine and audit such books and records and to make transcripts as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement.


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14.0 ASSIGNMENT AND SUBCONTRACTING. This Agreement is personal to the CONTRACTOR, and the SCHOOL DISTRICT has entered this Agreement in reliance on CONTRACTOR’s skill, competence and experience. The CONTRACTOR shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without the SCHOOL DISTRICT’s prior written consent. The SCHOOL DISTRICT’s consent to an assignment of rights under this Agreement shall not release the CONTRACTOR from any of its obligations or alter any of its obligations to be performed under this Agreement. Any attempt at assignment or delegation by the CONTRACTOR in violation of this Section 14.0 shall be void and of no effect and shall entitle the SCHOOL DISTRICT to immediately terminate this Agreement for cause. The CONTRACTOR's services under to this Agreement shall be provided by the Representative or directly under the supervision of the Representative and the CONTRACTOR shall not assign another to supervise the CONTRACTOR's performance of this Agreement without the SCHOOL DISTRICT’s prior written approval, by and through the Designated Official. As used in this Section 14.0, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. The CONTRACTOR shall not subcontract any performance required under this Agreement without the SCHOOL DISTRICT’s prior written consent.

15.1 MISCELLANEOUS TERMS.

15.2 Nuisance. The CONTRACTOR shall not maintain, commit or permit the maintenance or commission of any nuisance in connection with the performance of Services under this Agreement.

15.3 Permits and Licenses. The CONTRACTOR, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of Services under this Agreement.

15.4 Conflicts of Interest. The CONTRACTOR shall comply with all applicable federal, state and local conflict of Interest laws. .

15.5 Waiver. No delay or omission to exercise any right, power or remedy accruing to the SCHOOL DISTRICT under this Agreement shall impair any right, power or remedy of the SCHOOL DISTRICT, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver by the any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver; (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy; or (3) deemed to constitute a continuing waiver unless the writing expressly so states.

15.6 Time Is of the Essence. The CONTRACTOR shall commence, carry on and complete the Services with all practicable dispatch, in a sound, economical, and efficient manner in accordance with all applicable laws and generally accepted industry and applicable professional standards. Time is of the essence in CONTRACTOR’s performance of the Services.

15.7 Captions for Convenience Only. The titles of the sections, subsections and paragraphs set forth in this Agreement are inserted for convenience and reference only and shall be disregarded in construing or interpreting any of the provisions of this Agreement and the rights or obligations of the Parties to this Agreement.


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15.8 Word Usage. Unless the context clearly requires otherwise, (a) the word “shall” is mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.

15.9 Notices. Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be given in writing to the person at the addresses specified below and deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during the CONTRACTOR’s and the SCHOOL DISTRICT’s regular business hours, or (c) three business days after deposit in the United States mail, by first class mail, postage prepaid. Either Party may change the specified person or address at which it is to receive notices by advising the other Party in writing.

SCHOOL DISTRICT

CONTRACTOR’s Representative:

15.10 No Third Party Beneficiaries. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

15.11 When Rights and Remedies Not Waived. In no event shall the making by the any payment to the CONTRACTOR constitute or be construed as a waiver by the any breach of covenant, or any default that may then exist, on the part of the CONTRACTOR, and the making of any such payment by the SCHOOL DISTRICT while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to the SCHOOL DISTRICT with regard to such breach or default.


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15.12 Cost of Litigation. If any legal action is necessary to enforce any provision of this Agreement or for damages by reason of an alleged breach of any provisions of this Agreement (whether in contract, tort or both), the prevailing Party shall be entitled to receive from the losing Party all attorneys’ fees, costs and expenses in such amount as the courts may determine to be reasonable. In awarding the cost of litigation, the court shall not be bound by any court fee schedule, but shall, if it is in the interest of justice to do so, award the full amount of costs, expenses and attorneys' fees paid or incurred in good faith.

15.13 Compliance with Laws. In the performance of the work required by this Agreement, the CONTRACTOR shall abide by and conform with and to any and all applicable laws, statutes, and regulations of the United States and the State of Missouri, and with the SCHOOL DISTRICT's C i t y Code, ordinances, regulations and policies.

15.14 Severability. If any part, term or provision of this Agreement shall be held illegal, unenforceable or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be affected by such holding.

15.15 Integrated Agreement. This Agreement consists of this document, and all exhibits referred to herein, all of which are hereby incorporated by reference, and the all of the same constitute the final, complete and exclusive statement of the terms of the agreement between the SCHOOL DISTRICT and the CONTRACTOR with respect to the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous oral or written negotiations, representations or agreements of the Parties. No verbal agreement or implied covenant shall be binding or have any force or effect. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement. This Agreement may be modified only by a writing signed by both Parties.

15.16 Authority to Bind Parties. Each of the undersigned hereby represents that he or she has the authority to execute this Agreement on behalf of his or her contracting Party.

15.17 Notwithstanding the fact that this Agreement is executed as ofthe date set forth herein, the parties recognize that portions of the services required hereunder may have already been performed prior to such date, all of which services shall be governed by the terms and conditions of this Agreement. Contractor shall not be entitled to any compensation for such prior activities and services except as expressly provided for herein. Without limiting any of the foregoing, all of the Contractor’s liabilities and obligations to the School District shall apply to all pre-execution services performed by the Contractor, notwithstanding the fact that such services may have been performed prior to the date of this Agreement pursuant to prior negotiations, representations, agreements and understandings or otherwise.

16. PUBLIC WORKS REQUIREMENTS

(a) Not less than the prevailing hourly rate of wages specified under Sections 290.210-290.340 (Mo. Rev. Stat.) and set out in Wage Determination #25_ for Warren County, MO shall be paid to all workers performing Work under this Agreement. Contractor shall forfeit as provided under Section 290.250 (Mo. Rev. Stat.) as a penalty to the District on whose behalf this Contract is made, One Hundred Dollars ($100.00) for each worker employed, for each calendar day, or portion thereof, that such worker is paid less than


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the stipulated rates for any work done under said Contract by Contractor or any of its subcontractors. Contractor and all subcontractors shall be required to submit certified weekly payroll sheets with their monthly invoices, showing compliance with Missouri prevailing wage laws, as well as an Affidavit of Compliance with Missouri prevailing wage law at the conclusion of the Project prior to final payment. Accurate records pertaining to wages paid all workers employed on the Project shall be kept within the State of Missouri by Contractor and each subcontractor for a period of one (1) year following final completion.

(b) The Contractor shall furnish both a payment bond which meets all statutory requirements for public works projects (Section 107.170 Mo. Rev. Stat.) and a performance bond in the full amount of the cost of the Work and such performance bond shall meet any and all requirements set forth in the Construction Documents. The Contractor’s bonds shall include such provisions as will guarantee faithful performance of the prevailing hourly wage clauses under this Agreement.

(c) Before employment of any employee or retention of any independent contractor, subcontractor or supplier who is an individual for work on this Project, the Contractor and subcontractors shall conduct background checks through all appropriate state agencies and any other background checks as may be standard for entities providing services to public schools, including without limitation, a thorough review of the list of registered sex offenders as provided by the County Sheriff’s Department, and any such individual who does not pass such background check as determined by the District its sole discretion shall not be permitted to enter the premises where the Project is located or any other school district property or to work on the Project. The Contractor shall include all of these requirements in its contracts with its subcontractors and suppliers.

(d) This is a tax-exempt project and School District has provided the Contractor a Missouri State Tax Exemption Certificate. The Contractor shall make all material purchases for this particular project with the Tax Exemption Certification and therefore will not incur Missouri State Sales Tax. The School District will not reimburse the Contractor for sales tax under any circumstance.

(e) Pursuant to Missouri Revised Statute 285.530, all business entities awarded any contract in excess of five thousand dollars ($5,000.00) with a Missouri public school district must, as a condition to the award of any such contract, be enrolled in and participate in a federal work authorization program with respect to the employees working in connection with the contracted services to be provided, to the District (to the extent allowed by E-Verify). Accordingly, the Contractor shall affirm that it is enrolled in such a federal work authorization program and shall provide a sworn affidavit to that effect, which affidavit shall also state that the Contractor does not knowingly employ any person who is an unauthorized alien in connection with the services to be provided to the District. The documentation required is attached hereto. The Contractor shall also provide such other documentation as is requested by the District to confirm the foregoing.


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(f) The Contractor shall comply with RSMo. 292.675 and provide construction training as required by the District and applicable law. The Contractor shall provide a ten-hour OSHA construction safety program for on-site employees which includes a course in construction safety and health approved by OSHA or a similar program approved by the Missouri Department of Labor and Industrial Relations which is at least as stringent as an approved OSHA program. All employees are required to complete the program within 60 days of beginning work on such project. The Contractor shall forfeit as a penalty to the District, $2,500 plus $100 for each employee employed by the Contractor or its subcontractors for each calendar day or portion thereof that any such employee is employed without the required training.

(g) The Contractor shall comply with RSMo. 161.371 and shall establish and implement a random drug and alcohol testing program which shall be administered by a laboratory duly certified by the U.S. Department of Health and Human Services or similar agency approved by the State of Missouri. Such program will require notification to the employer and employee of the results of any positive drug or alcohol test, the Contractor shall immediately take appropriate action with respect to such employee in order to protect the safety of the students, and the District shall be notified of the action taken to protect the safety of the students as a result of such positive test result. All costs for the program of screening and testing workers for alcohol and controlled substances, as well as all costs for administration of such drug and alcohol testing program shall be paid by Contractor and not the District.

(h) Every transient employer as defined in section 285.230 RS Mo. must post in a prominent and easily accessible place at the work site a clearly legible copy of the following: (1) the notice of registration for employer withholding issued to such transient employer by the director of revenue; (2) proof of coverage for workers compensation insurance or self-insurance signed by the transient employer and verified by the department of revenue through the records of the division of workers compensation; and (3) the notice of registration for unemployment insurance issued to such transient employer by the division of employment security. Any transient employer failing to comply with these requirements shall be liable for a penalty of $500 per day until the notices required by this section are posted as required by that statute.

(i) The Contractor and all subcontractors and suppliers shall comply with the provisions of the “Missouri Domestic Products Procurement Act” and any other applicable Buy American requirements.

(j) The Contractor agrees to comply with the Equal Employment Opportunity Act and shall not unlawfully discriminate against or harass any employee or applicant for employment because of race, religion, color, national origin, sex, gender, age or disability, or any other protected status or activity.


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SPECIFICATIONS OF EQUIPMENT (OR COMPARABLE)

Warrenton High School Sound Reinforcement System for the Commons Area/Stage

Active loudspeaker system upgrade. PART 1 – GENERAL

A sound reinforcement system utilizing wall mounted column loudspeakers with floor mounted subwoofers. The system will be powered by two stereo power amplifiers: one operating in the 30Hz to 130Hz region to power subwoofers and the other operating in the audio range of 130Hz to 20KHz for the column loudspeakers. The 2-way electronic crossover will be set at 130Hz @ 24dB /octave filter slope between subwoofers and column speakers. In addition, the sub woofers feed will have a low frequency cutoff set at 30Hz at 24dB/octave

The column speakers will comprise of 18 x 3.5 inch Ferro-fluid cooled neodymium transducers

The column speakers will be the following dimensions. Not more than 5 inches wide by not more than 75 inches tall by not more than 10 ½ inches deep. The power handling of each column speaker shall be 1800 watts RMS maximum power input band limited pink noise. and speaker sensitivity of not less than 101dB/watt/meter. The frequency response of each column speaker shall be within =/- 3db from 130Hz to 18khz at 1 meter on axis. The electrical impedance of each loudspeaker will be 8 ohms nominal. The dispersion characteristics of each column shall be 20 degrees’ vertical x 120 degrees’ horizontal at the -6db points at 1kHz. Each loudspeaker enclosure must be constructed from high grade 5/8-inch Baltic birch plywood and have substantial internal bracing. Electrical connections will be Neutrik NL4Speakon connectors. The total weight of each speaker column shall weigh no more than 60 lbs. Finish will be in white satin durable epoxy with matching white steel perforated grills protection for the loudspeaker cones.

The speakers will be wall mounted either side of stage platform at a distance of 51 to 55 feet between them. The mounting height will be set at a height of 60 to 72 inches from base of enclosure above the floor and pitched at a horizontal angle of 24 degrees to the perpendicular of the rear wall. The vertical pitch will be set 5 to 7 degrees to the horizontal plane. Custom fabricated steel brackets mounting the speakers to walls shall be constructed to safely mount each column speaker and have the ability to allow the loudspeakers to rotate at lease +/- 20 degrees in the horizontal plane. The speaker mounting brackets shall be made from 3/16 steel plate or metric equivalent and painted satin white. The subwoofers will be low profile units no more than 20 inches high and house 3 x10 inch high power woofers in a vented enclosure. Each subwoofer enclosure shall be able to handle 1000 watts RMS band limited pink noise 30-130Hz. The sensitivity of each subwoofer will be at least 95dB/watt/meter and have a frequency response from 30Hz to 180Hz +/- 3dB. The physical size of the subwoofers shall not exceed 40W x 20H x 20D inches. The enclosures will be constructed of 5/8-inch Baltic Birch Plywood and finished in epoxy satin white paint. Each enclosure will have perforated protective steel grills to protect speaker cones. Electrical connections will be Neutrik NL4 connectors. Each speaker will be no more than 70 lbs. in weight and have an electrical impedance of 8 ohms nominal. A total of 4 subwoofers will be required and two of each will be placed directly below the column speakers on floor.

All loudspeakers will be connected to 4 conductor copper strand flexible speaker cable with 12 AWG wire on each conductor. Each insulated electrical conductor will be


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protected by a durable synthetic rubber sheath. Each loudspeaker cable will be terminated with Neutrik Speakon connectors.

Amplifier power to each loudspeaker shall be 1000 watts RMS minimum. IE one stereo high-quality professional sound reinforcement rack mount amplifier of 2-channels. Each channel shall be at least 1000 watts RMS with less than 1% total Harmonic Distortion.

Two identical amplifiers shall be required to provide power to all 6 loudspeaker enclosures. One for the subwoofers and the other for the column loudspeakers.

The loudspeakers and amplifiers shall be controlled with a processor controlled loudspeaker management system. With 24-bit A/D & D/A converters and 48 / 96 kHz, 32-bit floating-point processing. Selectable 31-Band graphic EQ or 12-band parametric EQ with narrow notch capabilities for speaker tuning. Crossover with support for full range up to mono 6-way configurations – selectable crossover filter types & slope rates with adjustable polarity & variable phase control. XLR inputs (selectable between 4 x AES or 3 x analog input channels), and 6 x analog outputs. Front-panel RTA mic input with 48V phantom power and built-in signal generator & RTA for system tuning.

The vendor will fine tune the loudspeaker system so that the signal to noise ratio at 50 feet will be better than 35dB. The overall 1/3 averaged frequency response shall be better than 40Hz to 15KHz +/- 4dB in center of hall., ear level standing or seated position.

PART 2 - INSTALLATION.

The vendor (and /or their sub contracted installers) must follow all federal, state and local installation/electrical codes.

The vendor (and/ or their sub contracted installers) must be fully insured and licensed to conduct the requested installation of the equipment.

The vendor with meet with School department representatives to test and ensure the proper functioning of the equipment.

The vendor will provide training of up to 15 hours to school personnel who will be involved in the operating of this installation.

All Equipment, cables and related devices shall be installed in a neat and workman like manner using accepted professional standards. All cable terminations shall be accomplished using the appropriate connector type designated by the respective device manufacturer. All balanced XLR type 3-pin connectors shall be terminated using the EIA Standard RS-297-B. All cables both inside and of external to equipment racks shall be labelled using a permanent adhesive wire tag wrapped around the cable. No more than 3 inches from the cable connector. An identical number shall be installed at the end of each cable. A printed record of all cable numbers specifying the identity of each cable shall be furnished to the school’s representative.

The vendor will guarantee the installation as follows.

1. A 10-year warrantee on the loudspeakers covering parts and labor. 2. A 3-year warrantee of the amplifiers and signal processing equipment for parts and labor.

3. All new equipment fully warranted against defects in materials and workmanship for a period of 1 year from the date of acceptance of the installation.


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FEDERAL WORK AUTHORIZATION PROGRAM (“E -VERI FY”) ADDENDUM

Pursuant to Missouri Revised Statute 285.530, all business entities awarded any contract in excess of three thousand five hundred dollars ($3,500) with a Missouri public school district must, as a condition to the award of any such contract, be enrolled and participate in a federal work authorization program with respect to the employees working in connection with the contracted services being provided, or to be provided, to the District (to the extent allowed by E-Verify). In addition, the business entity must affirm the same through sworn affidavit and provision of documentation. In addition, the business entity must sign an affidavit that it does not knowingly employ any person who is an unauthorized alien in connection with the services being provided, or to be provided, to the District.

Accordingly, your company:

a) agrees to have an authorized person execute the attached “Federal Work Authorization Program Affidavit” attached hereto as Exhibit A and deliver the same to the District prior to or contemporaneously with the execution of its contract with the District;

b) affirms it is enrolled in the “E-Verify” (formerly known as “Basic Pilot”) work authorization program of the United States, and is participating in E-Verify with respect to your employees working in connection with the services being provided (to the extent allowed by E-Verify), or to be provided, by your company to the District;

c) affirms that it is not knowingly employing any person who is an unauthorized alien in connection with the services being provided, or to be provided, by your company to the District;

d) affirms you will notify the District if you cease participation in E-Verify, or if there is any action, claim or complaint made against you alleging any violation of Missouri Revised Statute 285.530, or any regulations issued thereto;

e) agrees to provide documentation of your participation in E-Verify to the District prior to or contemporaneously with the execution of its contract with the District (or at any time thereafter upon request by the District), by providing to the District an E-Verify screen print-out (or equivalent documentation) confirming your participation in E-Verify;

f) agrees to comply with any state or federal regulations or rules that may be issued subsequent to this addendum that relate to Missouri Revised Statute 285.530; and

g) agrees that any failure by your company to abide by the requirements a) through f) above will be considered a material breach of your contract with the District.

By: (signature)


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Printed Name and Title:

For and on behalf of: (company name)

FEDERAL WORK AUTHORIZATION PROGRAM AFFIDAVIT

I, , being of legal age and having been duly sworn upon my oath, state the following facts are true:

1. I am more than twenty-one years of age; and have first-hand knowledge of the matters set forth herein.

2. I am employed by

(hereinafter “Company”) and have authority to

issue this affidavit on its behalf.

3. Company is enrolled in and participating in the United States E-Verify (formerly known as “Basic Pilot”) federal work authorization program with respect to Company’s employees working in connection with the services Company is providing to, or will provide to, the District, to the extent allowed by E-Verify.

4. Company does not knowingly employ any person who is an unauthorized alien in connection with the services Company is providing to, or will provide to, the District. FURTHER AFFIANT SAYETH NOT.

By:_ (individual signature) For (company name)

Title:

Subscribed and sworn to before me on this day of , 20 .

NOTARY PUBLIC

My commission


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INSURANCE

The consultant shall be required to maintain and carry in force, for the duration of the contract, insurance coverage of the types and minimum liability as set forth below:

a. PROFESSIONAL LIABILITY

Professional liability insurance protection must be carried by the consultant, for the duration of the contract, in the minimum amount of $1,000,000.00 including errors and/or omissions.

b. COMMERCIAL GENERAL LIABILITY

Limits:

Each Occurrence: $ 1,000,000 Personal & Advertising Injury: $ 1,000,000 Products/Completed Operations Aggregate: $ 1,000,000 General Aggregate: $ 1,000,000

Policy must include the following conditions: Contractual Liability

Products/Completed Operations Personal/Advertising Injury Independent Contractors Additional Insured: Warren Co. RIII School District

c. AUTOMOBILE LIABILITY

Policy shall protect the consultant against claims for bodily injury and/or property damage arising out of the ownership or use of any owned, hired and/or non- owned vehicle and must include protection for either:

• All owned autos; hired autos; and non-owned autos

Limits of auto liability insurance shall be the same as required in the Commercial General Liability section.

d. WORKERS' COMPENSATION This insurance shall protect the consultant against all claims under applicable State Workers' Compensation Laws. The consultant shall also be protected against claims for injury, disease or death of employees which, for any reason, may not fall within the provisions of a Workers' Compensation Law. The policy limits shall not be less than the following:

Workers' Compensation: Statutory Employer's Liability: Bodily Injury by Accident: $ 100,000 Each Accident

Bodily Injury by Disease: $ 500,000 Policy Limit Bodily Injury by Disease: $ 100,000 Each Employee


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Before entering into contract, the successful firm shall furnish to the District Business Office a Certificate of Insurance verifying all of the foregoing coverage and identifying the District as an "additional insured" on both the general liability and automobile policies. This inclusion shall not make the District a partner or joint venture with the contract consultant in its operations hereunder.

Prior to any material change or cancellation, the District will be given thirty (30) days advance notice by registered mail to the stated address of the certificate holder. Further, the District will be immediately notified of any reduction or possible reduction in aggregate limits of any such policy where such reduction, when added to any previous reductions, would exceed 10% of the aggregate.

In the event of an occurrence, it is further agreed that any insurance maintained by the District, shall apply in excess of and not contribute with insurance provided by policies named in this contract.

The certificate holder on the Certificate of Insurance shall be as follows: Warren Co. RIII School District

385 West Veterans Memorial Parkway

Warrenton, MO 63383

REQUEST FOR PROPOSALS (RFP) THEATRE SOUND SYSTEM ...

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