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Home My Public Portal About2020 First Amendment to the Professional Services Agreement.pdfFIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR FIREWORKS DISPLAY BETWEEN THE VILLAGE OF KEY BISCAYNE AND FIREWORKS BY GRUCCI, INC. THIS FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT FOR FIREWORKS DISPLAY (the "First Amendment") is entered into as of the 29th day of June , 2020 (the "Effective Date of First Amendment"), by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation, (the "Village"), and FIREWORKS BY GRUCCI, INC., a New York Corporation authorized to do business in Florida (hereinafter, "Grucci"), collectively referred to as the "Parties." WHEREAS, on February 17, 2017, the Village and Grucci entered into an Agreement for Professional Services for Fireworks Display (the "2017 Agreement"); and WHEREAS, the 2017 Agreement provides for Grucci to perform the July 4`'' Fireworks Display (the "Event") for the year 2017 and for four (4) years thereafter, through 2021; and WHEREAS, because of the uncertainty and health, and safety concerns caused by the novel coronavirus/COVID-19, the Village and Grucci have agreed to cancel the Event for 2020 and increase the number of renewal years set forth in the 2017 Agreement from four to five, in order for Grucci to perform the Event through 2022; and WHEREAS, the Village and Grucci wish to modify the terms of the 2017 Agreement in accordance with the terms and conditions set forth in this First Amendment. NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, the Village and Grucci agree as follows: 1. Recitals Incorporated. The above recitals are true and correct and incorporated herein. 2. Cancellation of 2020 Event, The Village and Grucci agree that, due to COVID- 19, a force majeure event has occurred pursuant to Paragraph 8(c) of the 2017 Agreement which prevents the Village and Grucci from performing and is not the fault of either Party. As such, the Parties agree that the 2020 Fireworks Display Event is cancelled due to COVID-19 and that neither Party shall be in default or liable for any type of damages under the 2017 Agreement. The Village shall have no responsibility to pay Grucci for any costs or services for the 2020 Fireworks Display Event. 3. Amendment of Paragraph t of the LU t 7 .Agreement, Paragraph 1 of the 2017 Agreement is deleted in its entirety and replaced as follows: 1 1. The Village hereby engages Grucci to provide the Key Biscayne July 4th Fireworks Display (the "Event"), as presented by Grucci in its proposal dated October 20, 2016 (the "2016 Proposal," attached hereto as Exhibit "A") for the year 2017. This 2017 Agreement will renew on an annual basis for five additional one year periods, unless otherwise informed in writing by August 1St of the year prior to the next Event, subject to Annual Price increases and/or adjustments as described below. 4. Amendment of Paragraph 2 of the 2017 Agreement. Paragraph 2 of the 2017 Agreement is deleted in its entirety and replaced as follows: 2. Annual Prices. Prices for each of the years covered by this 2017 Agreement ("Event Years") are as negotiated between the Village and Grucci as follows: Date of Fireworks Display Total Fireworks uisptay Contract Pric@ July 4, 2017 $118,500 Annual Prices for Fireworks Displays to occur on July 4th, 2018, 2019, 2020, 2021, and 2022 shall be one hundred three percent (103%) of the Annual Price for the previous year, unless overall expenses are expected to increase greater than three percent (3%) per year, in which case, the next Annual Price and/or performance will be increased or adjusted according to mutually agreeable terms to be included in a renewal amendment by the parties by August Pt of the year prior to the next Event. 5. Amendment of Paragraph 5 of the 2017 Agreement. Paragraph 5 of the 2017 Agreement is deleted in its entirety and replaced as follows: 5. Term. The term of this 2017 Agreement shall commence upon the Effective Date and shall expire on July 25, 2022, unless extended by the parties or earlier terminated in accordance with the terms of this 2017 Agreement. 6. Notices, The Village and Grucci agree that the names and addresses for any notices required by the 2017 Agreement shall be addressed to the names and addresses listed on the signature page of this First Amendment or such other address as the party may have designated by proper notice from time to time. 7. Conflict: Amendment Prevails. In the event of any conflict or ambiguity between the terms and provisions of this First Amendment and the terms and provisions of the 2017 Agreement, the terms and provisions of this First Amendment shall control. 8. 2017 Agreement Ratified. Except as otherwise specifically set forth or modified herein, all terms in the 2017 Agreement are hereby ratified and affirmed and shall remain unmodified and in full force and effect in accordance with its terms. 9. Defined Terms. All initial capitalized terms used in this First Amendment but not otherwise defined herein shall have the same meaning ascribed thereto in the 2017 Agreement. 2 10. Counterparts, This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. An executed facsimile or electronic copy of this First Amendment shall have the same force and effect as an original hereof. [THIS SPACE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.] IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the day and year first stated above. VII,I,AGE OF KEY BISCAYNE By: Andrea Agha Village Manager Attest: By: P .a SOCe(L%Y% a•Ko c h Interim Village Clerk Approved as to form and legal sufficiency: By: Weiss Serota Helfman Cole & Bierman, P.L. Village Attorney Addresses for Notice: Village of Key Biscayne Attn: Village Manager 88 West McIntyre Street Key Biscayne, FL 33149 305-365-5514 (telephone) 305-365-8936 (facsimile) aagha@keybiscayne.fl.gov (email) With a copy to: Weiss Serota Helfman Cole & Bierman, P.L. Attn: Chad Friedman, Esq. Village of Key Biscayne Attorney 2525 Ponce de Leon Boulevard, Suite 700 Coral Gables, FL 33134 cfriedman@wsh-law.com (email) Signature: Email: thofferberth@keybiscayne.fl.gov 4 GRUCCI By: lUt MtiMw Name: Felix (Phil) Grucci Title: CEO/Creative Director ks by Grucci, Inc. Addresses for Notice: Fireworks by Grucci, Inc. Attn: Phil Grucci, President/Creative Director 20 Pinehurst Drive Bellport, NY 11713 631-286-0088 ext. 113 631-286-9036 philgrucci@grucci.com (telephone) (facsimile) (email) With a copy to: Fireworks by Grucci, Inc. Attn: Scott Cooper, Director of Business Development 20 Pinehurst Drive Bellport, NY 11713 631-286-0088 ext. 111 (telephone) scooper@grucci.com (email)