Loading...
HomeMy WebLinkAboutParadigm Party Band, LLC Entertainment Contract for July 4th - 2024 04 11ENTERTAINMENT CONTRACT THIS ENTERTAINMENT CONTRACT, hereinafter referred to as "Contract", made this 11th day of April 2024, between the City of Winter Springs, Florida, a municipal corporation organized and existing under the laws of the State of Florida, 1126 East State Road 434, Winter Springs, Florida 32708, hereinafter referred to as "City," and Paradigm Party Band, LLC, a Florida Limited Liability Company, hereinafter referred to as "Artist", whose address is 2627 Trentwood Blvd., Belle Isle, Florida, 32812. In consideration of the covenants and agreements contained herein, the City and the Artist agree as follows: 1. Term. This Contract shall become effective immediately upon execution by both parties hereto and shall terminate upon full completion of Artist's services required by this Contract to the full satisfaction of the City. 2. Entertainment Services. The City hereby engages the Artist to perform mainstage musical entertainment services at Central Winds Park, 1000 Central Winds Drive, Winter Springs, Florida, 32708, Winter Springs, Florida on July 4, 2024, from 5:30p.m. to 6:15p.m., hereinafter referred to as "Performance", for the total amount of Two Thousand, Seven Hundred and Fifty Dollars and 00/100 Dollars ($2,750.00). 3. Compensation. The City will pay the Artist itnrnediately upon completion of the Performance. Payment checks shall be issued to the Artist. There shall be no additional compensation due Artist for the services provided pursuant to this Contract unless expressly authorized in writing and approved and executed by City and Artist. 4. Responsibilities of the City. The City will provide the use of the stage during the Performance. The City will provide sound and lighting for the Performance. The City will provide drinking water and eight chairs on stage for Artist. The City will provide a non-exclusive area behind the stage for the Artist prior to the Performance. The location of such provided space shall be at the sole discretion of the City. The City will provide one table, and chairs for use by Artist within the provided space. 5. Responsibilities of the Artist. The Artist is responsible for providing, securing and safeguarding all necessary costumes, music, instruments, stagehands, electricians, and any other equipment or services required to accomplish the Performance. All equipment and services used must be in good working order and compliant with federal, state and local law. The Artist agrees that the City shall have the right to approve the general nature of the Performance and agrees that it shall not use profanity, vulgarity, sexual harassment or connotations of sexual depravity, racial slurs, or defamation of racial, religious or national groups in the Performance. 6. Independent Contractor. It is mutually agreed and understood that the Artist is furnishing the services hereunder as an independent contractor and not as an employee of the City, and that the Artist shall be responsible for any and all tax liability for an independent contractor. T Press and Promotions. The City is hereby granted the right to include the Artist's name, likeness, voice and biographical information in promotional literature, media and advertisements for the Performance. The Artist agrees to furnish photographs, song clips, and such other advertising or publicity materials to the City no later than two (2) weeks prior to the Performance date. Except as expressly agreed to in writing by the City, the City's name, logos and seals shall not be used by the Artist in connection with the promotion of the Performance covered by this Contract. 8. Termination for Convenience. Notwithstanding any provision contained herein, this Contract may be terminated by either party ten (10) days prior to the Performance upon written notice. 9. Cancellation. Cancellation of the Performance less than ten (10) days prior to the Performance: a. By the Artist: If for any reason other than acts of God riot strikes or sudden serious injury or illness, it becomes necessary for the Artist to cancel the Performance, the Artist shall immediately notify the City in writing of the cancellation and shall state the reasons for the cancellation. Upon cancellation, the Artist shall be responsible for the reimbursement of any costs already incurred by City in the promotion and/or production of the Performance. If the City desires to reschedule the cancelled Performance, the Artist agrees to work with the City to reschedule the cancelled Performance within ninety (90) days of the original Performance date. b. By the City: The City may cancel the Performance in the event of acts of God, riot, strikes, bomb threats, natural disaster or any unforeseen occurrence which makes it impossible or impractical for the City to provide the venue for, or otherwise precludes the presentation of, the Performance. In that event, the Artist will not be entitled to payment. Such cancellation shall not be deemed a breach of this Contract and shall not give rise to a cause of action against the City. Additionally, the City may cancel the Performance if the Artist is not ready (or cannot reasonably be expected to be ready) to perform at the scheduled Performance time due to delay, absence or illness of performing members, influence of intoxicating beverages or controlled substances by the Artist or performing members (as determined by the City), or for any other reason other than those described in Section 9.a. hereof. In such circumstances, the Artist shall be deemed to have breached this Contract and the City may cancel the Performance and pursue all remedies set forth herein. 10. Compliance with Laws. Artist agrees to comply with all existing federal, state, and local laws and ordinances applicable to the Performance and to ensure compliance by all persons and entities under the management or control of the Artist. 11. Breach of Contract. Failure of Artist to comply with any of the terms of this Contract may, in the sole discretion of the Cite be determined a breach of contract. Any anticipator breach of this Contract may, in the sole discretion of the City, entitle the City to cancel the Performance and pursue all available remedies. Artist shall be liable to the City for all damages and other relief, including but not limited to injunctive relief, in instances of breach of contract. 12. Waiver. Artist hereby waives any claims or causes of action of any nature against the City and its officers, employees and agents, for any claim or cause of action related to this Contract. The Artist agrees that the City and its employees, whether acting within or without the scope of their authority or employment, shall not be personally liable to the Artist for any reason whatsoever. The Artist agrees that this provision may be used by anyone as an absolute defense in any action brought by the Artist or on the Artist's behalf. 13. Indemnification of City. The Artist shall release, defend, indemnify and hold harmless the City and all of the CitS�'s officers, agents, employees and attorneys from and against all claims, liability, loss and expense, including reasonable costs, collection expenses, attorneys' fees, and court costs which may arise because of the negligent acts, errors, omissions, misconduct, or other 2 fault, intentional or otherwise, in whole or in part (whether joint, concurrent, or contributing), of the Artist, its agents, employees or persons under the management or control of the Artist in performance or non-performance of its obligations under this Contract, including for copyright infringement. The Artist recognizes the broad nature of this indemnification and hold harmless clause, as well as the obligation to defend at its own expense or to provide for such defense, at the option of the City, of any and all claims, liability loss and expense which may be brought against the City or its employees, officers, or attorneys. In all events the City shall be permitted to choose legal counsel of its sole choice, the fees for which shall be reasonable and subject to and included with this indemnification provided herein. The Artist voluntarily makes this covenant and expressly acknowledges the receipt of such good and valuable consideration provided by the City in support of these contractual obligations in accordance with the laws of the State of Florida. This paragraph shall survive the termination of this Contract. 14. Supplemental Addendum to Contract Relating to Infectious Communicable Diseases. In addition to the Indemnity and Hold Harmless provisions as set forth in Section 13, Artist further agrees, to the fullest extent permitted by law, to all provisions of the Waiver of Liability and Hold Harmless Agreement (Infectious Communicable Diseases Including Covid-19) ("Infectious Communicable Disease Waiver") attached hereto as a Supplemental Addendum to the Contract and which is fully incorporated herein by this reference. Artist shall execute the Infectious Communicable Disease Waiver along with this Contract. 15. General Terms. a. Venue and Choice of Law. This Contract shall be governed by the laws of the State of Florida. Venue of all disputes shall be properly placed in Seminole County, Florida. The parties agree that the Contract was consummated in Seminole County, and the site of the special event(s) is Seminole County. If any dispute concerning this Contract arises under Federal law, the venue will be Orlando, Florida. b. Entire Agreement. This Contract and any exhibits hereto represent the entire and integrated Contract between the parties and supersede all prior negotiations, representations, or Contracts, either oral or written, and all such matters shall be deemed merged into this Contract. C. Construction. This Contract has been reached through mutual negotiation and shall be deemed to have been drafted by both parties and shall not be construed in favor of one parry over the other by reason of drafting. d. Severability. Should any portion of this Contract be determined illegal or void, said determination shall not otherwise affect the legality or validity of the remainder of this Contract. e. Changes and Modifications. Any change or modification to this Contract must be in writing and signed by both parties. f. Assignment. Neither party shall have the right to assign this Contract to another person or entity without the prior written consent of the other party. g. Attorney's Fees. Should any litigation arise concerning this Contract between the parties hereto the parties agree to bear their own costs and attorney 's fees unless otherwise provided herein. h. Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to 3 the fullest extent possible. IN this provision nor any other provision of this Contract shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. Nothing in this Contract is intended to inure to the benefit of any third par th for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Contract. i. Notices. Any notice, request, instruction, or other document to be given as part of this Contract shall be in writing and shall be deemed given under the following circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepaid, certified or registered; or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledged upon transmission; and addressed as follows (or to such other person or at such other address, of which any party hereto shall have given written notice as provided herein): To CitS�: City of Winter Springs Attn: City Manager 1126 E. State Road 434 Winter Springs, FL 32708 To Artist: Paradigm Party Band, LLC. Attn: Kimberly T. Caramuta 2627 Trentwood Blvd. Belle Isle, Florida 32812 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of the Artist related, directly or indirectly, to this Contract, may be deemed to be a Public Record whether in the possession or control of the City or the Artist. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Artist is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, the Artist shall promptly supply copies of said public records to the City. k. Time is of the Essence. The Artist acknowledges and agrees that time is of the essence fox the completion of the services to be performed under this Contract. IN WITNESS WHEREOF, the Contractor have caused this Contract to be executed as of the day and year first above `vritten. We hereby accept and agree to the terms of this Contract. CITY OF WINTER SPRINGS, FLORI By: Name:/��P JRsf> Title: 4N7c.%/�/� / (0%y✓/gC� Date: C! LLC PARADIGM PARTY BAND, Naine: Kimberly Caramuta Title: Manager Date: 04/11 /2024 SUPPLEMENTAL ADDENDUM TO CONTRACT WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT INFECTIOUS COMMUNICABLE DISEASES INCLUDING COVID49 As a conon of the use of any CITY OF WINTER SPRINGS ("CITY") Facilities and/or Property (collectively referred to as the "Facilities") aLid in consideration of being allowed to use the Facilities and participate in programs, events and activities conducted by Artist (collectively referred to as "Activities") thereon of any kind whatsoever, I, as the Applicant and Artist ("Artist"), on behalf of the Artist, and any officers, employees, agents, contractors, and guests under their supervision and control or for whom Artist has the capacity to contract, hereby acknowledge and agree to the following: The Artist understands that use of the Facilities includes possible exposure to illness from infectious communicable diseases including, but not limited to MRSA, influenza, and the novel coronavirus ("COVID-19"). Artist understands the hazards of infectious communicable diseases such as COVID-19 and is familiar with the Centers for Disease Control and Prevention ("CDC") guidelines regarding COVID-19. Artist acknowledges and understands in particular that the circumstances regarding COVID-19 are changing from day to day and that, accordingly, the CDC guidelines are regularly modified and updated, and Artist accepts fidl responsibility for familiarizing itself with the most recent updates about COVID-19 and any other infectious communicable disease. Artist further recognizes and assumes the risk that while the City has implemented sanitation procedures for its Facilities, infectious communicable diseases and COVID-19 in particular may remain on surfaces for days, sanitation procedures do not guarantee in anyway such disease is not present, and other individuals present within or upon the Facilities may be COVID+ or infected with some other infectious communicable disease and Artist accepts the inherent risks associated therewith by entering the Facilities or engaging in the Activities. 2. Notwithstanding the risks associated with infectious communicable diseases, iuchrding but not limited to those specifically set forth herein, which Artist readily acknowledges, it hereby willingly chose to be in or on the Facilities and participate in Activities. Artist shall also provide its officers, employees, agents, contractors, and guests such health advisories it deems appropriate to maintain safety, in its sole responsibility and discretion, regarding communicable diseases and COVID-19 related to participating in the Activities at the Facilities, and Artist shall further take such health and safety precautions that Artist deems appropriate, in its sole responsibility and discretion, to ensure the health and safety of itself, and its officers, employees, agents, contractors, and guests who will be present at the Facilities and participate in Activities. 3. Artist acknowledges and fully assumes the risk of illness or death related to all kinds of infectious communicable diseases including, but not limited to, COVID-19 arising from Artist conducting the Activities at the Facilities and hereby RELEASE, WAIVE, DISCHARGE, AND COVENANT NOT TO SUE (on behalf of itself, and any officers, employees, agents, contractors, and guests under their supervision and control or for whom Artist has the capacity to contract to the extent legally possible, on behalf of any others with whom Artist may come into contact and allege that they became ill or contracted any infectious communicable disease including, but not limited to, COVID-19 due to Artist's and any of its officer's, employee's, agent's, contractor's, and guest's presence in or on the Facilities and/or participation in the Activities), the CITY and the city elected officials, officers, attorneys, directors, employees, professional staff, agents, employees and assigns (the "RELEASEES") from any liability related to any and all infectious communicable diseases including, but not limited to COVID-19 which might occur as a result of Artist conducting the Activities at the Facilities. 4. Artist shall hold harmless the RELEASEES from and against any and all claims, demands, suits, judgments, losses or expenses of any nature whatsoever (including, without limitation, attorneys' fees, costs and disbursements, whether of in-house or outside counsel and whether or not an action is brought, on appeal or otherwise), arising from or out of, or relating to, directly or indirectly, the infection of any and all communicable diseases including, but not limited to, COVID-19 or any other illness, property damage, injury or death alleged to have occurred on or in the Facilities or arising out of the Activities. 5. It is Artist's express intent that this Waiver and Hold Harmless Agreement shall find any assigns and representatives, and shall be deemed as a RELEASE, WAIVER, DISCHARGE, AND COVENANT NOT TO SUE the above -named RELEASEES. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida and Venire related to any legal action related to the subject matter contained in this Agreement shall be Seminole County, Florida. ARTIST HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL OF ANY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT, ARTIST ACKNOWLEDGES THAT THIS WAIVER WAS EXPRESSLY NEGOTIATED AND IS A MATERIAL INDUCEMENT TO THE AUTHORIZATION GRANTED BY CITY TO BE ON OR IN THE FACILITIES AND PARTICIPATE IN THE ACTIVITIES. IN SIGNING THIS AGREEMENT, ARTIST ACKNOWLEDGES AND REPRESENTS THAT Artist has read the foregoing Wavier of Liability and Hold Harmless Agreement, understands it and signed it voluntarily as Artist's own free act and deed; no oral representations, statements, or inducements, apart from the foregoing written agreement, have been made; the undersigned is at least eighteen (18) years of age and fully competent and authorized to contractually bind the Artist; and the undersigned executes this Agreement for full, adequate and complete consideration fully intending to bind the Artist to the terms and conditions of this Agreement. Artist fiirther represents this waiver and hold harmless is not in lieu of, but rather in addition to, any other waiver, hold harmless, release or indemnification set forth in the City's Entertainment Agreement and the CITY's adopted Rules, Policies & Rates for Usage for All CITY Facilities. This Agreement is hereby incorporated into and made a part of the Entertainment Agreement if executed in conjunction herewith. IN WITNESS WHEREOF, I have signed this Waiver and Agreement on this 11th day of April NAME OF Paradigm Party Band LLC 2024,