Loading...
HomeMy Public PortalAbout2005-12 Agreement with Zambelli for fireworks displayRESOLUTION NO. 2005-12 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING THE VILLAGE OF KEY BISCAYNE AGREEMENT FOR PROFESSIONAL SERVICES FIREWORKS DISPLAY BETWEEN THE VILLAGE AND ZAMBELLI FIREWORKS MANUFACTURING COMPANY; PROVIDING NECESSARY SERVICES FOR JULY 4, 2005 FIREWORKS DISPLAY; AUTHORIZING IMPLEMENTATION BY VILLAGE MANAGER; AND PROVIDING FOR EFFECTIVE DATE. WHEREAS, the Village of Key Biscayne, Florida, desires to use the professional services of Zambelli Fireworks Manufacturing Company ("Zambelli") for the purpose of conducting the July 4, 2005 fireworks display for the Village; and WHEREAS, Zambelli has the necessary special skills and expertise to provide the fireworks display; and WHEREAS, the Village Council finds, upon advice of the Village Attorney, that the proposed Agreement for Professional Services for Fireworks Display is exempt from competitive bidding pursuant to Village Code Section 2-87(2); and WHEREAS, the Village Council finds that approval of the Agreement for Professional Services for Fireworks Display between the Village and Zambelli is in the best interest of the Village. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. Recitals Adopted. That each of the above stated recitals is hereby adopted and confirmed. Section 2. Agreement Approved. That the Agreement for Professional Services for Fireworks Display, in substantially the form attached hereto, between the Village and Zambelli, is hereby approved, and the Village Manager is hereby authorized to execute the Agreement on behalf of the Village, once approved as to form and legal sufficiency by the Village Attorney._ Section 3. Implementation. That the Village Manager is hereby authorized to take any action which is necessary to implement the purposes of this resolution and the Agreement. Section 4. Effective Date. That this resolution shall be effective immediately upon adoption hereof. PASSED AND ADOPTED this, 12th day of April , 2005. ,A(i CGLr 1 MAYOR ROBERT OLDAKOWSKI CONCHITA H. ALVAREZ, CMC, VILLAGE CLE APPROVED AS TO FORM AND LEGAL SUFFIC F:/103.001/Resolution/Approving Zambelli Fireworks for services for July 4, 2005 4.4.05 2 VILLAGE OF KEY BISCAYNE AGREEMENT FOR PROFESSIONAL SERVICES FIREWORKS DISPLAY THIS AGREEMENT, made and entered into this . '/i : y of April, 2005, by and between the VILLAGE OF KEY BISCAYNE (the "VILLAGE") and ZAMBELLI FIREWORKS MANUFACTURING CO., a Pennsylvania corporation authorized to do business in Florida (the "ZAMBELLI"). RECITALS: The VILLAGE wants to engage ZAMBELLI to perform certain professional services consisting of organizing, producing, managing, staging and providing the July 4th Fireworks Display (the "Fireworks Display") for the VILLAGE's 2005 July 4 celebration, as specifically described herein and in the Scope of Services provided in Exhibit "A" to this Agreement (the "Specified Services"). ZAMBELLI wants to provide the Specified Services. In consideration of the mutual covenants set forth in this Agreement, the parties agree as follows: 1. SCOPE OF SERVICES A. ZAMBELLI agrees to provide the Specified Services upon written request from the Village Manager. B. ZAMBELLI shall utilize its special skills, and shall expend all necessary efforts to competently and professionally complete all tasks of the Fireworks Display, so that the Fireworks Display is successfully and safely provided. ZAMBELLI shall provide all necessary materials, equipment, personnel and services for the Fireworks Display including, but not limited to, all fireworks technicians, fireworks, music, barge and tug or barge towing and related marine services (the "Tug and Barge Services"), and all necessary governmental permits. VILLAGE shall cooperate with ZAMBELLI concerning ZAMBELLI's actions to obtain all necessary governmental permits and approvals for the Fireworks Display. 2. 1'LES FOR SERVICES A. As full compensation for satisfactory performance of the Specified Services, ZAMBELLI agrees to charge and shall be paid by the Village in accordance with the following fee schedule: Date of Fireworks Display Total Fireworks Contract Price July 4, 2005 $60,000.00 Fee B. Payment for the July 4, 2005 Fireworks Display shall be paid by VILLAGE, as follows: (i) A fifty (50%) percent deposit of the Fee shall be due and payable on or before April 21, 2005; (ii) The remaining balance of the Fee shall be due and payable on or before June 1, 2005; (iii) A fee of $200.00, plus one (1%) percent monthly interest will be imposed upon any unpaid balance after June 1, 2005. C. To the extent that the Tug and Barge Service costs for the July 4, 2005 Fireworks Display provided by ZAMBELLI exceed a charge of Eight Thousand ($8,000.00) Dollars by the Tug and Barge Service provider to ZAMBELLI, the VILLAGE shall reimburse ZAMBELLI for the cost which is above Eight Thousand ($8,000.00) Dollars in an amount of reimbursement which is not to exceed Seven Thousand ($7,000.00) Dollars. ZAMBELLI represents that the total Tug and Barge Service fee to be paid by ZAMBELLI to its Tug and Barge Service provider 141414 7-e)46 (insert name) retained by ZAMBELLI for the July 4, 2005 Fireworks Display, shall not exceed Fifteen Thousand $15,000.00) Dollars. 3. TERM The duration of the term of this Agreement shall commence upon the date of execution hereof and shall be for a term which expires on July 6, 2005, unless extended by the parties or earlier terminated pursuant to paragraph 8. 4. RECORDS All Firework Display program plans that result from ZAMBELLI providing the Specified Services shall be the property of the VILLAGE for use by the VILLAGE for its July 4 celebrations. Upon termination of this Agreement or upon request of the VILLAGE during the term of this Agreement, any and all such plans shall be delivered to the VILLAGE by ZAMBELLI. 5. INSURANCE A. ZAMBELLI shall at all times carry: comprehensive general liability and contractual liability insurance; any insurance required by the U.S. Longshoreman's and Harbor Workers Act and the Jones Act; workers' compensation insurance (if applicable); and automotive liability insurance, with minimum policy limits for each coverage in the amount of at least Two Million ($2,000,000.00) Dollars per occurrence, combined single limit, for property damage and bodily injury, including death, except that the dollar amount of workers' compensation coverage (if applicable) and for any insurance required by the U.S. Longshoreman's and Harbor Workers Act and the Jones Act, shall be as provided by applicable law. The liability insurance may have a deductible of Two Thousand Five Hundred ($2,500.00) Dollars per claim, unless prohibited by law. The VILLAGE shall be named as an additional insured on all of the above referenced insurance policies, to the extent permitted by law. Each insurance policy shall state that it is not subject to cancellation or reduction in coverage without written notice to the VILLAGE 30 days prior to the effective date of cancellation or reduction of coverage. A Certificate of Insurance reflecting -3- coverage in strict compliance with this paragraph shall be provided by ZAMBELLI to VILLAGE upon execution of this Agreement, for review and approval by VILLAGE's risk management consultant and shall be kept current by ZAMBELLI throughout the Agreement term. ZA.MBELLI shall require all of its subcontractors, including Barge and Tow Service providers to likewise maintain the pertinent forms and amounts of insurance specified herein, unless said insurance is directly maintained by ZAMBELLI for the purposes of covering ZAMBELLI and its subcontractors activities and operations hereunder. B. ZAMBELLI shall indemnify and hold harmless the VILLAGE, its officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness or intentional wrongful conduct of ZAMBELLI and persons employed or utilized by ZAMBELLI in the performance of the Agreement. 6. ASSIGNMENT This Agreement shall not be assignable by ZAMBELLI or by the VILLAGE. 7. PROHIBITION AGAINST CONTINGENT FEES ZAMBELLI warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for ZAMBELLI, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s), company, corporation, individual or firm, other than a bona fide employee working solely for ZAMBELLI any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. 8. TERMINATION A. ZAMBELLI Event of Default. Without limitation, failure by ZAMBELLI to substantially fulfill any of its material obligations in accordance with this Agreement, shall constitute a "ZAMBELLI Event of Default". If a ZAMBELLI Event of Default should occur, VILLAGE shall have all of the following rights and remedies which it may exercise singly or in combination: (a) The right to declare that this Agreement together with all rights granted to ZAMBELLI hereunder are terminated, effective upon such date as is designated by VILLAGE; provided, however, that an Event of Default shall be defined to consist of a default that shall occur by the default in performance of any of the covenants and conditions required herein to be kept and performed by ZAMBELLI and such default continues for a period of fifteen (15) days after receipt of written notice from VILLAGE of said default. Provided that (1) if the nature of the default is such that it cannot be cured in a period of fifteen (15) days from the date of the default and (2) ZAMBELLI shall commence good faith efforts to cure such default no later than fifteen (15) days after such notice, and (3) such efforts are prosecuted to completion, to VILLAGE'S reasonable satisfaction, then it shall be deemed that no Event of Default shall have occurred under the provisions of this paragraph. (b) Any and all rights provided under the laws of Florida. B. VILLAGE Event of Default. Without limitation, the failure by VILLAGE to substantially fulfill any of its material obligations in accordance with this Agreement, shall constitute a "VILLAGE Event of Default". If a VILLAGE Event of Default should occur, ZAMBELLI shall have the following rights and remedies which it may exercise singly or in combination: (a) The right to declare that this Agreement together with all rights granted to VILLAGE hereunder are terminated, effective upon such date as designated by ZAMBELLI; provided, however, that an Event of Default shall be defined to consist of a default that shall occur by the default in performance of any of the covenants and conditions required herein to be kept and performed by VILLAGE and such default continues for a period of fifteen (15) days after receipt of written notice from ZAMBELLI of said default. Provided that (1) if the nature of the default is such that it cannot be cured in a period of fifteen (15) days from the date of the default, and (2) VILLAGE shall commence good faith efforts to cure such default, no later than fifteen (15) days after such notice, and (3) such efforts are diligently prosecuted to completion to ZAMBELLFs reasonable satisfaction, then it shall be deemed that no Event of Default shall have occurred under the provisions of this paragraph. (b) Any and all rights provided under the laws of the State of Florida.. 9. NONEXCLUSIVE AGREEMENT The services to be provided by ZAMBELLI pursuant to this Agreement shall be nonexclusive and nothing herein shall preclude the VILLAGE from engaging other firms to perform the same or similar services for the benefit of the VILLAGE within the VILLAGE's sole and absolute discretion. 10. ENTIRE AGREEMENT The parties hereby agree that this is the entire agreement between the parties. This Agreement cannot be amended or modified without the express written consent of the parties. The Village Manager shall act for VILLAGE hereunder. 11. WARRANTIES OF ZAMBELLI ZAMBELLI hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all required licenses, certifications and permits required under Federal, State and local laws necessary to perform the Specified Services for VILLAGE as an independent contractor of the VILLAGE. ZAMBELLI shall be responsible for obtaining any and all necessary governmental permits and approvals which are required to conduct the Specified Services. 12. NOTICES All notices and communications to the VILLAGE or ZAMBELLI shall be in writing and shall be deemed to have been properly given if transmitted by registered or certified mail (return receipt requested) or hand delivery. All notices and communications shall be effective upon receipt. Notices shall be addressed as follows: Village: With a copy to: ZAMBELLI: Jacqueline R. Menendez Village Manager Village of Key Biscayne 88 West McIntyre Street Key Biscayne, FL 33149 Village Attorney c/o Weiss Serota Helfman Pastoriza Guedes Cole & Boniske, P.A. 2665 South Bayshore Drive Suite 420 Miami, Florida 33133 Zambelli Fireworks Manufacturing Co. 299 Northwest 52nd Terrace, Suite 118 Boca Raton, Florida 33487 Attention: 13. MISCELLANEOUS A. Crediting. The VILLAGE agrees to credit ZAMBELLI in all Firework Display event programs, invitations, press releases, advertising or promotion copy which is within VILLAGE's authority and control. B. Reschedule Date. If the applicable Fireworks Display needs to be rescheduled for inclement weather or any other cause which is beyond the reasonable control of the parties, ZAMBELLI shall, if requested by the Village Manager, reserve July 5, 2005 for such purpose in consideration for a supplemental fee ("Rescheduled Date Fee") in the amount of fifteen (15%) percent of the Fee specified in paragraph 2(A) above. This Rescheduled Date Fee shall be paid by the VILLAGE at the time that the rescheduled Fireworks Display is conducted. C. Music. VILLAGE and ZAMBELLI agree that the music selection to be utilized for the display shall be finalized on or before May 1, 2005. In the event that the parties fail to timely confer and finalize the music selection, ZAMBELLI shall use a format consisting of well recognized American patriotic music. D. Barge and Tow Services. ZAMBELLI agrees to retain as subcontractors of ZAMBELLI, the necessary Barge and Tug Service providers and to provide necessary management for said Barge and Tug Services, so as to accomplish the Fireworks Display. ZAMBELLI shall assure that the Barge and Tug Services are in place at the designated marine firing location at least ninety (90) minutes prior to the scheduled Fireworks Display time. The barge shall be anchored or held under tow as per U.S. Coast Guard regulations for each Fireworks Display. Further, a safety boat shall be provided by ZAMBELLI's independent contractor as part of the Barge and Tow Services for security of the marine safety zone in the vicinity of the barge. Prior to June 1, 2005, ZAMBELLI shall provide to the VILLAGE Fire Chief a specific plan of operation concerning the utilization and deployment of the Barge and Tug Services, for review and approval by the Fire Chief. This shall not replace any applicable review by the U.S. Coast Guard or other governmental entities having jurisdiction. E. Weather Problems. VILLAGE recognizes that ZAMBELLI shall not be responsible for any weather or atmospheric conditions that may interfere with the Fireworks Display performance or with the aesthetic quality of the fireworks. F. Disruption of Show. In the event that the Fireworks Display is cancelled by VILLAGE prior to commencing or is terminated by VILLAGE or ZAMBELLI before completion due to weather conditions or to other unforeseen conditions, which are not within the reasonable control of the parties, which render it impossible or unsafe to complete the Fireworks Display, VILLAGE shall, at VILLAGE request, receive a refund from ZAMBELLI in an amount which represents the fair market value of the unused fireworks. The refund shall be made within thirty (30) days of VILLAGE's request. This subparagraph (F) shall not apply if the Fireworks Display is rescheduled by agreement of the parties. 14. GOVERNING LAW; LITIGATION This Agreement shall be construed in accordance with the laws of the State of Florida and any proceeding arising between the parties in any manner pertaining or related to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. Each party hereby knowingly, voluntarily and intentionally waives any right they may have to a trial by jury in respect of any litigation based upon the Agreement or arising out of, under or in connection with any other agreement contemplated to be executed in conjunction herewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party. This provision is a material inducement for the parties entering into this Agreement. IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this Agreement upon the terms and conditions above stated on the day and year first above written. ZAMBELLI: ZAMBELLI FIREWORKS MANUFACTURING CO. 299 Northwest 52nd Terrace, Suite 118 Boca Raton, FL 33487 By: Title: Attest: Corporate Secre (Affix Seal) VILLAGE: VILLAGE OF KEY BISCAYNE 88 West McIntyre Street Key Biscayne, FL 33149 By Village Attom illage Clerk as to Form and Legal Sufficiency: f 1\ Y EXHIBIT "A" Scope of Services ZAMBELLI shall provide a world class fireworks show (the "Fireworks Display") consisting of a duration of between twenty-two (22) and twenty-four (24) minutes for the annual July 4, 2005 Fireworks Display. The start time for the Fireworks Display shall be 9:00 p.m., unless otherwise agreed to by ZAMBELLI and VILLAGE. ZAMBELLI shall, at VILLAGE's request, advance the Fireworks Display commencement time, if adverse weather is expected to commence at or after the scheduled start time. All fireworks shall be launched from a marine barge which is anchored (or secured by tow) approximately one thousand (1,000') feet off of (i.e.: east of) the Village of Key Biscayne beach front as measured from the mean high water line within the vicinity depicted on the geographic sketch set forth below as Attachment "A". The specific location of the barge shall be marked by a buoy installed or placed in the water by VILLAGE at least three (3) hours prior to the scheduled start of the Fireworks Display, or which is otherwise indicated to ZAMBELLI by Global Positioning System ("GPS") coordinates provided by the Chief of the Fire Rescue Department of the VILLAGE. The barge shall be positioned by ZAMBELLI so as to optimize the view of the Fireworks Display for persons who are present at or adjacent to the Atlantic Ocean public beaches within the Village of Key Biscayne. The fireworks shall consist of at least the quantity and quality of shells and other types of fireworks, which are described in Attachment "B", attached hereto. AVM EXHIBIT B" ZAMBELLI x,,11 FIREWORKS I NTERNATI 0 NALE The budget for your display is backed by Zambelli's commitment of excellence. $60,000.00 Your dynamic display will include the following elements of excitement: OPENING: A shining bouquet of brilliance blankets the night sky with color, introducing your audience to a night of sheer excitement. 180 Three Inch Assorted Color Star Shells, Fancy Star Shells, Peonies, Chrysanthemums, Flash & Titanium Salutes 42 Four Inch Assorted Shells 15 Five Inch Assorted Shells 8 Six Inch Assorted Shells 1 Eight Inch Assorted Shells 1 Ten Inch Assorted Shells BODY OF PROGRAM: "Oohs and Aahhhs" will wakeup the night as your phenomenal program shines up the sky. Three Inch Assorted Shells — 400 Consisting of: Flash Salutes Color Star Shells Multi -Color Star Shells Fancy Star Shells Super Fancy Shells Special Compartmental Shells Super Deluxe Compartmental Shells Oriental Chrysanthemum Shells Zambelli Multi -Break Shells * -_ _„ 4)d)P)* FIREWORKS4_,_. IZAMBELLI INTERNATI0NALE Four Inch Assorted Shells — 370 Consisting of: Color Star Shells Multi -Color Star Shells Fancy Star Shells Super -Fancy Shells Special Compartmental Shells Super Deluxe Compartmental Shells Oriental Chrysanthemum Shells Zambelli Multi -Break Shells Five Inch Assorted Shells — 255 Consisting of: Color Star Shells Multi -Color Star Shells Fancy Star Shells Super -Fancy Shells Special Compartmental Shells Super Deluxe Compartmental Shells Oriental Chrysanthemum Shells Zambelli Multi -Break Shells Six Inch Assorted Shells — 236 Consisting of: Color Star Shells Multi -Color Shells Fancy Star Shells Super -Fancy Shells Special Compartmental Shells Super Deluxe Compartmental Shells Oriental Chrysanthemum Shells Zambelli Multi -Break Shells Eight Inch Assorted Shells - 38 Consisting of: Color Star Shells Multi -Color Shells Fancy Star Shells Super -Fancy Shells Special Compartmental Shells Super Deluxe Compartmental Shells Oriental Chrysanthemum Shells Zambelli Multi -Break Shells */"- A/ 1) * // l '' *ZAMBELLI FIREWORKS I NTERNATI 0 NALE Ten Inch Assorted Shells - 20 Consisting of: Color Star Shells Multi -Color Shells Fancy Star Shells Super -Fancy Shells Special Compartmental Shells Super Deluxe Compartmental Shells Oriental Chrysanthemum Shells Zambelli Multi -Break Shells Twelve Inch Assorted Shells - 10 Consisting of: Color Star Shells Multi -Color Shells Fancy Star Shells Super -Fancy Shells Special Compartmental Shells Super Deluxe Compartmental Shells Oriental Chrysanthemum Shells Zambelli Multi -Break Shells GRAND FINALE: A happiness happening, your glorious gala will close with a crowd - clapping chorus of illumination. 700 Three Inch Assorted Grand Finale Shells, Color Star Shells, Fancy Star Shells, Peonies, Chrysanthemums, Flash & Titanium Salutes 60 Four Inch Assorted Shells 40 Five Inch Assorted Shells 28 Six Inch Assorted Shells 5 Eight Inch Assorted Shells 3 Ten Inch Assorted Shells 2 Twelve Inch Assorted Shells JW /i)p) t(k ZAMBELLI FIREWORKS I NTERNATI O NALE Outline for Your Evening of Excitement $60,000.00 7/04/05 Program Segment Quantity of Shells OPENING: Three Inch Shells 180 Four Inch Shells 42 Five Inch Shells 15 Six Inch Shells 8 Eight Inch Shells 1 Ten Inch Shells 1 BODY OF PROGRAM: Three Inch Shells 400 Four Inch Shells 370 Five Inch Shells 255 Six Inch Shells 236 Eight Inch Shells 38 Ten Inch Shells 20 Twelve Inch Shells 10 GRAND FINALE: Three Inch Shells 700 Four Inch Shells 60 Five Inch Shells 40 Six Inch Shells 28 Eight Inch Shells 5 Ten Inch Shells 3 Twelve Inch Shells 2 Minority Status: Zambelli Fireworks is a Women Owned and Operated Business and has applied for WBENC Certification.