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Contract 2023-093ADocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 AGREEMENT No. 2023-093 FIREWORKS DISPLAY SERVICES THIS AGREEMENT, is made and entered into this Monday, December 4, 2023, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY"), and FOUR SEASONS DISPLAY, INC., whose address is: 5500 New Jersey Avenue, De Leon Springs, FL 32130, (hereinafter referred to as "CONTRACTOR"). WHEREAS, the City of Clermont issued RFB 23-091 titled Fireworks Display Services; WHEREAS, CONTRACTOR submitted its response dated August 17, 2023, to RFB 23-091; WHEREAS, CITY desired to award a contract to CONTRACTOR in accordance with the terms and conditions of RFB 23-091 and CONTRACTOR's response thereto; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: SCOPE OF WORK The CONTRACTOR shall furnish fireworks display services as described in CITY's RFB 23-091 and CONTRACTOR's August 17, 2023 response thereto, which are expressly incorporated herein and made a part of the Agreement Documents hereto and shall do everything required by this Agreement and the Agreement Documents. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR. 2. THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement Documents and the Unit Price Schedule an amount in accordance with the compensation schedule set forth in Exhibit "A", attached hereto and incorporated herein. 3. PROVISION OF SERVICES AND COMPLETION OF WORK A. The CONTRACTOR shall only provide to the CITY with fireworks display services upon receipt of an authorized order from the CITY and shall provide the requested items in the timeframe and as set forth in RFB 23-091 or in the specific purchase order submitted by the CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. B. CONTRACTOR, upon receipt of a purchase order hereunder, shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there 1 DocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 Term Agreement RFB 23-091 Fireworks Display Services will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option cancel the order and seek the items from any available source. C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any services herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY may require the CONTRACTOR replace the accepted services so as to comply with the warranties and specifications hereof. D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. 4. TERM AND TERMINATION A. This Agreement is to become effective upon execution by both parties and shall remain in effect for a period of one (1) year thereafter unless terminated or renewed as provided for herein. B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's convenience upon thirty (30) days written notice to CONTRACTOR; b) if CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. C. Upon mutual Agreement of the parties, this Agreement may be renewed for five (5) additional one-year terms. Sixty (60) days prior to completion of each extended term of this Agreement, CONTRACTOR may request and the City may consider an adjustment to price based on changes in the Producer Price Index (PPI). 5. PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, the CONTRACTOR shall submit an invoice to CITY upon completion of the services and delivery of products to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for 2 DocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 Term Agreement RFB 23-091 Fireworks Display Services all accepted deliveries and undisputed products delivered and services provided, within thirty (30) calendar days of receipt of the invoice. 6. DISPUTE RESOLUTION - MEDIATION A. Any claim, dispute, or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes, and other matters in question between them by mediation. C. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. 7. INSURANCE AND INDEMNIFICATION RIDER 7.1. Worker's Compensation Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 7.2. CONTRACTOR's Commercial General Liabilitv Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows: A. CONTRACTOR's Commercial General Liability, $5,000,000 Each. Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit The insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 3 DocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 Term Agreement RFB 23-091 Fireworks Display Services 7.3. CITY's and CONTRACTOR's Protective Liabilitv Insurance The CITY shall procure and furnish a CITY's and CONTRACTOR's Protective Liability Insurance Policy with the following minimum limits: A. Bodily Injury Liability & $1,000,000 Each ($2,000,000 aggregate) Property Damage Liability Occurrence Combined Single Limit. 7.4. Indemnification Rider A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such acts are caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article; however, this indemnification does not include the sole acts of negligence, damage or losses caused by the CITY and its other contractors. B. In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. C. The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. 8. NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. 4 DocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 Term Agreement RFB 23-091 Fireworks Display Services CONTRACTOR: Four Seasons Display, Inc. Attn: Teresa Mann, Vice President 5500 New Jersey Avenue, De Leon Springs, FL 32130 OWNER: City of Clermont Attn: Brian Bulthuis, City Manager 685 W. Montrose Street, Clermont, FL 34711 9. MISCELLANEOUS 9.1. Attornevs' Fees In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 9.2. Waiver The waiver by the city of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 9.3. Severability If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 9.4. Amendment Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 9.5. Entire Aueement This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. DocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 Term Agreement RFB 23-091 Fireworks Display Services 9.6. Assiamment Except in the event of a merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of the CITY. 9.7. Venue The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 9.8. Applicable Law This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of Florida. 9.9. Public Records The CONTRACTOR expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: A. Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. B. Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon the termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically to the CITY in a format that is compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331. 11 DocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 Term Agreement RFB 23-091 Fireworks Display Services 10. CONTRACT DOCUMENTS The Contract Documents, as listed below are herein made fully a part of this Contract as if herein repeated. Document Precedence: A. This Agreement B. Purchase Order / Notice To Proceed C. An applicable Contractor Quote or Statement of Work D. All documents contained in RFB 23-091 titled Fireworks Display Services and CONTRACTOR's response thereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 4th day of December 2023. CITY OF CLERMONT T2U,0'A.U7692F758C492 ed by: ... Tim Murry, Mayor ATTEST: ETDocuSigned by: �3A� A�yd R-wz D7F34905B344A... Tracy Ackroyd Howe, City Ch�rk DS 7 DocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 FOUR SEASONS DISPLAY, INC. By; EDocuSigned by: / 57DCSCD7A4FF4C6_. Print Name: Teresa Mann Title: Vice President Date: 12/5/2023 DocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 EXHIBIT "A" d" CLER ONT Choice of Champions SELECTED VENDOR TOTALS Vendor. . Four Seasons Display, Inc. $30,000.00 BASIS OF AWARD City of Clermont Procurement Services Freddy Suarez, Procurement Services Director 685 W. Montrose Street, Clermont, FL 34711 EVALUATION TABULATION RFB No. RFB 23-091 Fireworks Display Services RESPONSE DEADLINE: August 17, 2023 at 2:00 pm Report Generated: Friday, August 18, 2023 Tota 1 $30,000.00 PRICE ADJUSTMENTS 3 Delay in the start of the show (delay is longer than 10 minutes) Incident 1 $100.00 $100.00 4 Delay due to time break during the show (dead airtime) Incident 1 $10.00 $10.00 DocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 EVALUATION TABULATION RFB No. RFB 23-091 Fireworks Display Services EVALUATION TABULATION Request For Bid - Fireworks Display Services Page 2 DocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 Request For Bid #RFB 23-091 Title: Fireworks Display Services 3. SCOPE OF WORK 3.1. Scope of Services The City of Clermont Parks and Recreation Department is soliciting proposals from qualified professional companies to provide fireworks display services in accordance with the terms, conditions, and specifications contained in this solicitation. All fireworks display events must be conducted with an electrical firing system. The 411 of July fireworks display is the event selected as the basis to award this solicitation. Additional firework display services will be requested on a case -by -case basis and accompany a separate scope of work and the cost for the desired event. The successful respondent must provide a fireworks display that includes the following: A. Provide, deliver, and secure fireworks to the designated area. Lake Minneola is the preferred designated area for the fireworks display. B. Provide a sufficient number of certified and experienced pyro-technicians to set up the fireworks display. A minimum of two (2) pyro-technicians plus an applicable number of handlers to help set up are required. The two (2) pyro-technicians each must have a minimum experience of ten (10) major electronically fired shows and a minimum of five years of certified experience in the handling, transporting, and discharging of fireworks. 2. The fireworks display must begin promptly at the designated time. C. Provide a weatherproof and fail-safe means of firing the fireworks display electronically. 1. Weatherproof and fail-safe are defined as such: The electronic device provided to fire the fireworks must be able to shoot the fireworks electronically in any weather or water surface conditions deemed safe to proceed by the fireworks company and the City of Clermont Fire Department whether the electronic device (firing console, panel, system) is wet, damaged, non -operational, absent or other terms used to describe the condition of the electronic device at the time set by the City of Clermont for the fireworks display to commence. 2. Provide cell phone communication beginning with the inventory check prior to the loading of fireworks. Provide radio communications, including at a minimum, radios for the fireworks shooter, tugboat captain, and designated City staff, for the day of the show and maintain radio contact throughout the day. D. Provide to the designated City staff one week before the event, a printed detailed, itemized, inventory shipping list of all shells shipped for the fireworks display. E. Prior to the loading of the shells onto the barge, provide an on -site inventory check of shells with designated City staff at a mutually agreed -upon time but no later than 8:00 12 DocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 Request For Bid #RFB 23-091 Title: Fireworks Display Services am on the day of the show. All fireworks packages must be clearly labeled as to size, type, quantity, and county of origin. F. Provide the City staff, as early as possible, but no less than three (3) weeks prior to the fireworks display, a copy of all applicable permits (fire, police, local, and state approval). Provide compliance with state and local requirements. G. Provide a copy of the approved fireworks permit to the City's Fire Department, as early as possible, but no later than three (3) weeks prior to the fireworks display. H. Allow total access of operations to the City of Clermont Fire Marshall at all times on the day of the fireworks display. Provide written procedures outlining plans for delivery, setup, and discharge of fireworks display in response to variable weather. J. Approved barge, one tug with the captain, and properly licensed operator to load and shoot off the fireworks display from Lake Minneola. K. The barge must have the following capabilities: 1. Equipped with life safety flotation devices for all personnel assigned to the barge. 2. Equipped with ladder access to allow immediate access for inspection and emergency response. 3. Any and all equipment required to provide an electrical or computer -fired fireworks display. L. At maximum, four (4) pyro-technicians will be allowed on the barge during the fireworks display. All other fireworks personnel must remain at the dock or on the shore. The City of Clermont will provide: A. One Police boat to be available for patrolling the fireworks display area to maintain a safety zone around the barge. B. A member of the City's Park and Recreation staff to coordinate with the successful respondent and act as a representative to the City on matters not directly relating to safety or regulations. C. A member of the City's Park and Recreation staff to count and inventory all shells prior to loading the barge. This employee will verify the actual number of shells delivered vs. the proposed shell count. D. The Fire Marshall will verify the shell count after the show, ensuring all shells were discharged during the show. E. Provide a detailed map of the location where the fireworks display will be shot from. 13 DocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 Request For Bid #RFB 23-091 Title: Fireworks Display Services 3.2. Performance Standards The successful respondent must... A. Observe and comply with all of the current N.F.P.A. Code 1123 and the Florida Building Code including all updated regulations regarding barge displays. B. Fireworks show must be conducted by electrical firing only, off a barge at Waterfront Park. C. All fireworks shells and boxes must be readily marked for identification, including size and what shells contain multiple projections so that inventory can be confirmed prior to set up. D. All fireworks used must have been tested and assigned a number by the appropriate regulatory agency. E. The City will not consider entering into a contract in which the respondent solicits contributions from sponsors for a City event. 3.3. Barge Specifications In compliance with updated N.F.P.A. regulations. A. A flat deck barge for the fireworks show. The minimum size is 120 feet in length by 30 feet wide. The barge must be free from all debris, construction equipment, and garbage. B. One (1) tug to accompany the barge to and from the fireworks launch site, and to stand by the barge during the fireworks display. C. The barge must have adequate fire -fighting equipment must be readily available. D. The barge must carry life preservers for each of the fireworks crew involved in the fireworks display. The tug must carry life preservers for its crew. 3.4. Service Test Period If the selected respondent has not previously performed the services to the City, the City reserves the right to require a test period to determine if the respondent can perform in accordance with the requirements of the contract, and to the City's satisfaction. Such test period can be from thirty (30) to ninety (90) days and will be conducted under all specifications, terms, and conditions contained in the contract. This trial period will then become part of the initial contract period. A performance evaluation will be conducted prior to the end of the test period and that evaluation will be the basis for the City's decision to continue with the selected respondent or to select another company (if applicable). 3.5. Price Adiustments If the City were to encounter various difficulties with contract performance such as, but not limited to: 14 DocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 Request For Bid #RFB 23-091 Title: Fireworks Display Services A. Shells, which are not used because of damage, defective firing, or other causes. B. The start of the fireworks display was significantly delayed by the contractor (more than 10 minutes) or a time break during the fireworks display (dead airtime). The successful respondent must provide what cost adjustments would be made to the contracted price of the fireworks display to reflect the above circumstances. No price adjustments will be made for the delay of the fireworks display due to weather conditions. If the fireworks display is canceled due to weather conditions (as determined by City personnel) the City reserves the right to reschedule or to completely cancel the fireworks display. 3.6. Experience and Qualifications Provide the experience and qualifications of pyro-technicians, the size of the crew, and the number of shooters onsite for a 4th of July event. Describe the length and quality of company experience and membership in the American Pyrotechnics Association (APA). Provide any awards the company has received within the past five (5) years. Include the performance of other fireworks display shows including safety records. Describe previous material violations (if any) of federal, state, or local regulations. 3.7. Company References Provide at least seven (7) references, preferably from government agencies, for whom the company has provided fireworks displays in the last five (5) years. Include the following: • Client name, address, contact person, telephone, and email address • Description of work • Year the services were completed • Total cost Do not include City of Clermont work or staff as references to demonstrate capabilities. 15 DocuSign Envelope ID: 842E7EB7-9293-4E7A-A8AA-9EBDE528AEA8 CLERWONT Choice of Champions" City of Clermont Procurement Services Department 685 W. Montrose Street Clermont, FL 34711 VENDOR INFORMATION The following information along with a current W-9 form must be provided to the Procurement Services Department for all new vendors and when current vendors remit information changes. Name of Individual or Business: Four Seasons Display, Inc. Contact Person and Title: Teresa Mann, Vice President Vendor Street Address: 5500 New Jersey Avenue Vendor City, State, ZIP: De Leon Springs, FL 32130 Vendor Mailing Address (if different from above): Vendor Email Address: fourseasonsdisplayinc@gmail.com Vendor Email Address for Purchase Order (if different from above): Phone Number: 407-467-5410 Fax Number: Taxpayer Identification Number (include a copy of your W9 form): 20-8353201 Remit to Information (if different from above): Payment Remit to Name: Payment Remit to Address: Payment Remit to City, State, ZIP: Please return the completed Vendor Information along with the required W-9 form by email to: procurementservices(a)clermontfl.orq For any questions, please call the Procurement Services Department at (352) 241-7350.