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STATE OF GEORGIA )
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COUNTY OF CHATHAM )
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AGREEMENT .FOR SERVICES
THIS AGREEMENT FOR the exhibition of works, herein • - referred to as
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"Agreement," is made and entered into as oftheay of 2010 (the
"Date Hereof? %, by and between Falcon Fireworks, a proprietors a p, whose address is
Falcon Fireworks, 3411 Courthouse Road, Guyton, Georgia 31312, hereinafter referred to
as "the Company," and the City of Tybee Island, a municipality, whose address for the
purposes of this AgTeement is 403 Butler Avenue, P.U. Box 2749, Tybee Island, Georgia
31 325, herein referred to as the City ?'
WITNESSETII TEAT:
WHEREAS, the City is a municipal corporation organized under Georgia law;
and
WHEREAS, the City desires to purchase fireworks and the exhibition thereof; and
WHEREAS, the Company is a proprietorship, organized under the laws of the
State of Georgia engaged in the sale and exhibit of fireworks and fireworks products; and
WHEREAS, the City desires to procure the fireworks exhibition thereof from the
Company as the sole producer to conduct an exhibition of fireworks; and .
WHEREAS, the parties desire to enter into an agreement which would provide
the terms and conditions of their relationship both in the current year arid in years
herealizr subject to the provisions thereof; and
WHEREAS, the Company and City desire to document the terms grad conditions
of their Agreement;
NOW, THEREFORE, for and consideration of the mutual covenants contained
herein, the receipt and sufficiency of which is hereby acknowledged, it is agreed as
follows:
ARTICLE 1
BASIC AGREEMENT
1.1 Date and Location. The Company will provide a fireworks display on July 3,
2010 at the Chatham County Pier, Tybee Island, Georgia. This show to last 14 to 20
minutes as determined by atmosphere conditions and will include premium multi-break
shells and premium Italian style canister shells. These preraioni shells to be displayed a
minimum of 15 per minute.
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L2 Exhibition. On July 3, 2010, or at such other dates as may be agreed upon in
future years hereafter, the Company shall set up, staff and conduct an exhibition of the
fireworks at the exhibit location. The display will be under .the direct supervision of a
trained technician supplied by the Company. The Company shall be the sole fireworks
producer for these events.
ARTICLE 2
COVENANTS AND RFPRESENTATIONS
2,1 Covenants of the Company. The Company shall perform its services in
accordance with the Company's Proposal and Terms and Conditions attached hereto.
2.2 Ttepresentations, To induce the City to enter into this Agreement, the City
shall be entitled to rely upon the representations and certifications made by the Company
in the Company's Proposal, without independent investigation and vetifcation, and each
such representation or certification shall be deemed to be material to this Agreement.
The person negotiating and executing this Agreement on behalf of the Company has the
full right, power, and authority to enter into, execute and perform this Agreement in •
accordance with the terms hereof, and when executed and delivered, this Agreement will
constitute a valid and binding obligation of the Company and will be enforceable in
accordance with the terms thereof.
ARTICLE 3
FEES
3.1 The Company shall be paid the service price for the exhibition, including •
insurance, display service and transportation for a total fee of$19,999.00. Such sum shall
be due and payable as follows: (a) the sirri of $$,000.00 shall be due and payable upon
execution of this agreement, (b) the balance, plus any permits or other fees shall be paid
upon receipt and approval of Company's Invoice.
ARTICLE 4 •
CONTINGENT
4.1 Contingent (bbl, igations of the Ci . The obligations of the City are subject to
the following conditions:
4.1.1 The ability of the City to carry out the terms of this Agreement in
accordance with the laws and Constitution of the State of Georgia.
4.1.2 The timely performance by the Company of each and every covenant,
agreement, and obligation imposed upon the Company in this Agreement_
4.1.3 The truth and accuracy as of the Date Hereof of each and every
representation made by the Company.
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4.1.4 This Agreement is expressly made subject to other laws affecting its subject
matter. In the event of any conflict between such laws and this Agreement, such laws
shaill take precedence.
4.2 Contingent Obligations oft�e Comt?any. The obligations of the Company are
subject to the following conaitions:
4.2.1 The timely performance by the City of each and every covenant, agreement,
and obligation imposed upon the City in this Agreement.
ARTICLE 5
TERM
The initial term of this Agreement shall be from the effective date until the close
of the calendar year in which it was executed. Thereafter, this Agreement shall
automatically renew for a period of one year ending at the closing of each succeeding
calendar year for which it may be renewed without further action by the parties, unless
either party gives written notice to the other of its intent not to renew at least ninety (90)
days prior to the end of the then current term or renewal period.
In the event the Company intends to request higher fees or sales costs, such
proposed total charges shall be submitted to the City no later than. August 31 of the then
current year.
ARTICLE 6
NOTICES
All notices, demands or requests required or permitted to be given pursuant to this
Agreement shall be in writing and given or served either in person or by 'United States
Mail, postpaid, registered or certified with Retina Receipt Requested, showing the name
of the recipient and the data of delivery. Notices shall be addressed to the party or parties
Xdentifled and at the address as set forth in the introductory paragraph of this Agreement,
and the date upon which such notice is delivered shall be deemed the effective date
thereof. Either party may, from tune to time, by five (5) days' prior written notice to the
other party, specify a different agent or address to which notices can be delivered.
Rejection or other refusal to accept a notice or inability to deliver a notice because of a
changed agent or address of which no notice was given shalt constitute receipt of the
notice on the date when personal service is attempted or the date of the postmark, if
mailed.
ARTICLE 7
RIGHTS CUMULATIVE
All rights, powers, and privileges conferred hereunder shall be emulative and not
restrictive of those given by law.
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ARTICLE 8
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NON- WAIVER
No failure of the City to exercise any right or power given to the City under this
Agreement, or to insist upon strict compliance by the Company with the provisions of
this Agreement and no custom or practice of the City or the Company at variance with
the terms and conditions of this Agreement, shall constitute a waiver ,ofthc City's right to
demand exact and strict compliance with the terms and conditions of this Agreement,
ARTICLE 9
CONTINUITY
Each of the provisions of this Agreement shall be binding upon and inure to the
benefit and detriment ofthe Company and the City and the heirs, devisees, legatees, legal
representatives, successors and assigns ofthe Company and the City.
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ARTICLE 10
TIME OF ME ESSENCE
All time limits stated herein are of the essence of this Agreement. lithe delivery
an exhibition. ofthe .fireworks is postponed by reason of inclement weather, same
shall be rescheduled to the Inclement Weather date set forth below, in which event a
rescheduling charge in the =mat equal to 15% of the contract price shall be added to
the balance due to cover additional expenses incurred by the Company. My request
made by the City for rescheduling shall be received by the Company no later than 9 :00
a.m. on the fireworks delivery date. Inclement Weather Date: The Saturday night
immediately following the cancellation date to inclement weather.
ARTICLE 11
SPEC. PROVISIONS
11.1 City's Agent. Diane Schleicher shall be designated as the City's Agent. The
City's Agent shall relay all questions and inquiries. City's Agent shall be the only agent
of the City authorized to request rescheduling of the delivery and exhibition of the
fireworks on the part of the City.
11.2 Materials and. Delivery, The Company shall deliver all fireworks and
materials purchased by the City to the display site only
11.3 Securi . The City shall provide and maintain before, during, and after the
exhibition, until the pyrotechoician in charge declares the area clear, security lines, police
protection, now fencing, rope barricades and lines as deemed necessary by the City or as
deemed necessary by the Company. The City shall also provide en area clear of any
buildings, cars, and spectators, with a mini urn radius of 450 feet (as specified by NFPA
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Code 1123) as a Fires Safety Zone (FSZ) during the entire period commencing from the
time the fireworks are delivered to the site until after the exhibition. The company shall
not be responsible for personal injury, vehicle or property damage occurring within the
FSZ as a result of the failure of the City to maintain the aforementioned FSZ. The City
acknowledges and agrees that the Company's responsibilities are limited to the exhibition
of the fireworks and that the Company is relying on the City to maintain the
aforementioned FSZ and to comply with all federal, state, and local laws, orders and
regulations, and. ordinances pertaining to the implementation of security measures at the
site of the exhibition of the fireworks.
11.4 Credits. As a material inducement to the Company agreeing to enter into
this Agreement, the City shall give the Company program credit as sole reworks
producer in all press releases, advertising, and any other program announcements, printed
or otherwise.
11.5 insurance, The Company shall. maintain $1,000,000.04 general liability
coverage, $1,000,000.00 property damage and worker's compensation to the statutory
requirement. The policy and/or policies shall name the City and Chatham. County,
Georgia as additional insureds.
11.6 Tempotary Discontinuance Dutha Exhibition. Any temporary
discontinuance during the discharge of fireworks shall not constitute a breach by the
Company of the terms of this contract.
11.7 Contract Subject to Government Ration, This contract and the
Company's obligation hereunder are subject to all governing federal., state, rntuaicipal,
and local laws, rules, ordinances, codes, and regulations, now or hereinafter in effect, and
to the conditions and limitations contained in the permits required to be obtained by the
City prior to the delivery and exhibition of the fireworks. In the event any federal, state,
municipal, and local laws, rules regulations or ordinances shall be enacted which in any
way prohibits, limits, or restricts the sale, performance or operation of the exhibition of
the fireworks described herein or in the event the City's pent in any way limits or
restricts the sale, performance, or operation of said exhibition, the Company shall limit or
restrict its performance or exhibition of the fireworks and or substitute such equivalent
fireworks so as to comply with such law, rule, regulation or ordinance of the City's
permit. The City acknowledges any such limit or restriction placed on the performance
or operation of the fireworks exhibition, or any substitution of different reworks by the
Company shall in 110W way result in or entitle the City to a reduction or an abate in the
full contact price.
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11.8 general Provision. The Company shall not be liable for weather or
atmospheric con which interfere with, or delay the performance or aesthetic quality
of the fireworks. This Agreement with its attachments constitutes the entire A.greenient
between the parties relating to the subject matter thereof, and may not be changed,
modified, renewed, or extended except by a written agreement signed by both parties, the
City acknowledges and agrees that the Company has not made any representations or
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warranties except other than those set forth specifically in this agreement, and its
attachments. Should any clause, section, or part of this Agreement be held or declared to •
be void or illegal for any reason, all other elauses, sections, or parts of this Agreement
which can be effected without such illegal clause, section or part shall nevertheless
continue in fall force. The City is responsible for removal of all debris associated with
the fireworks. Once the contract is signed and the program is then cancelled by the City
for any Treasoa other than inclement weather, the full contract price of the program
(100 %) shall be due and payable immediately, however, a credit allowauce will be made
for up to one year to allow rescheduling of event by the City. The Company agrees to •
procure liability insurance, which will name the City and County as additional insureds,
and to iad.emnify the City and County, to the extent thereof, for all claims arising out of
the Company's negligence.
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• 11.9 The City's Default. In. the event the City shall fail to pay any sum when due
under the terms of this contract, the City shall pay in addition to such amount, interest at
a rate of 1.5% per month on the unpaid amount from the original due date. The City does
further agree that it shall pay the Company's reasonable attorney fees and court costs in
the event the Company shall commence suit or incur fees to compel sponsor to pay any
slung due hereunder or otherwise as a result of the City's default of any of the terms and
provisions herein contained.
11.10 Liquidated Damages. it is agreed by and between the parties hereto that in
the event ofa party's default hereunder, the other party's damages shall be impossible to
fix. Accordingly, as a•materiel inducement to the Company in agreeing to enter into this
Agreement, the City agrees in the event of its default at the option of the Company the
entire purchase price shall be and become immediately due and payable and the
Company agrees that as a material inducement to the City in agreeing to enter into this
Agreement, the Company agrees in the event of its default, at the option of the City, the
fall amount of all sums paid shall become immediately duc and refundable.
11.11 Substitutions., The Company shall have the right at its discretion to
substitute any equivalent fireworks it deems necessary. Any substitutions shall in no way
result or entitle the City to a reduction in the full contract price if such substitutions are
the reasonable equivalent of the specified fireworks.
11.12 Disputes. This Agreement shall be interpreted in accordance with and of
the rights of the parties hereto shall be determined by the laws of the date of Georgia.
Any and all disputes, controversies, actions, claims, or proceedings arising under out, of,
or in connection with or relating to teams of this contract shall be commenced and
nisi stained solely in the state of Georgia, and by signing of this contract all parties submit
to the jurisdiction of the courts of the state of Georgia.
11.13 Binding Effect. This contract shall not be binding on the Company until
executed by the City and the Company and the Company is in receipt of the deposit
required hereunder.
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HE CITY OF A 1 BEE I .WAND, GEORGIA .AL , r : ' i 4s i 4r
/gaff/ By:. '' .r+r'�,....1 �►.,
.4 Jason Buelteranan A thoriz . Signature
Attest: Attest: " n"..%441
RF...
City Clerk, Vivian Woods orize.:ignature
Revive,. = . Approved By:
/ Company FEl#
Edward M. Hughes, City A ey •
EMIT't ybee/543Falcon Fireworks/Agreement for Services 0421-10
EM1I/22/781- ybee Contracts/Falcon Firrwarks/Agreement for Services 04.21.10
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