HomeMy WebLinkAbout2002 05 13 Regular C Winter Springs Art and Music Festival
COMMISSION AGENDA
ITEM C
CONSENT
INFORMA TIONAL
PUBLIC HEARING
REGULAR X
May 13, 2002
Meeting
MGR. jl-.
Authorization
IDEPT C G?
REQUEST:
The Parks and Recreation Department is requesting the City
Commission to authorize the City Manager to execute the
agreement between the City of Winter Springs, and the Winter
Springs Festival of Arts, Inc. for a Winter Springs Art and Music
Festival.
PURPOSE:
The purpose of this item is to obtain commission approval to
execute the agreement for the Winter Springs Festival of The
Arts to be held at Central Winds Park on December 7 & 8, 2002.
CONSIDERA TIONS:
. The Oviedo/Winter Springs Lions Club came to the City Commission on December
10, 2001 with information packets and addressed the City Commission regarding
conducting a Winter Springs Festival of the Arts at Central Winds Park on
December 7 & 8, 2002.
. Several meetings have been held and both staff and the Winter Springs of the Arts,
Inc. desire to commit to this agreement.
. The Winter Springs Festival of the Arts will provide approximately 250 Artists,
$13,000 in Prize Awards, Free Shuttle Bus Service, Entertainment with Bands,
Chorus's and Dancers (Both Days), Food and Drink Vendors and a Children Art
Exhibit. 32,000 attendees are expected.
. The City of Winter Springs will provide Central Winds Park, Power, Rest Rooms,
Lighting, Fire and Police Department Service, Clean-up, Parking Areas and Parking
Coordination and be reimbursed for it's expenses by the Winter Springs Festival of
Arts, Inc.
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. As the July 4 event, this Festival is planned as an Annual Event for the Citizens of
Winter Springs.
. The Art Festivals pay the Cites of Winter Park and Mt. Dora for City services
including Police, Fire, and Parks and Recreation. The Cities of Maitland and
Longwood are not paid for City services.
FUNDING:
Estimated staffing cost is:
Police
Fire
Parks & Recreation
$ 5,250.00
$ 1,380.00
$1,161.00
The respective departments will be reimbursed by the Winter Springs Festival of Arts, Inc.
RECOMMENDA TION:
The Parks and Recreation Department is recommending that the City Commission
authorize the City Manager to execute the agreement between the City of Winter
Springs and the Winter Springs Festival of the Arts, Inc.
IMPLEMENTATION SCHEDULE:
December 2001 - December 2002
December 6,2002
December 7 & 8 2002
Scheduling and Promotion of the Event.
Begin Setup
Winter Springs Festival of the Arts Event.
ATTACHMENTS:
Attachment # 1
Winter Springs Festival of the Arts Special Event
Agreement.
Festival of the Arts Information.
Attachment # 2
COMMISSION ACTION:
2
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WINTER SPRINGS FESTIVAL OF THE ARTS
SPECIAL EVENT AGREEMENT
THIS WINTER SPRINGS FESTIVAL OF THE ARTS SPECIAL EVENTS
AGREEMENT ("Agreement" or "Contract") is made and entered into as of the _day
of , 2002, by and between the CITY OF WINTER SPRINGS, a Florida
municipal corporation (hereinafter referred to as "City") and WINTER SPRINGS
FESTIVAL OF THE ARTS, INC., a Florida non-profit corporation (hereinafter referred
to as "WSF A").
WITNESSETH:
WHEREAS, City of Winter Springs desires to hold, in concert with the WSF A, the
Winter Springs Festival of the Arts ("Special Event") for the benefit of the public for purposes
of displaying and hosting variations of art on December 7th and 8th, 2002 at Central Winds
Park, which is located and owned by the City of Winter Springs; and
WHEREAS, WSF A desires to contract with City to provide special event
development, creative design, and all necessary production support for the Special Event, as
provided in this Agreement; and
WHEREAS, WSF A represents and warrants to City that it has the personnel, tools,
materials, and experience to provide the services as provided herein.
NOW THEREFORE, in consideration ofthe provisions contained in this Agreement,
and other good and valuable consideration in which the parties acknowledge has been
received, the parties agree as follows:
1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this
reference are fully incorporated into this Agreement.
2.0 General Provisions:
2.1 Definitions.
a) "Agreement" or "Contract" shall mean this Agreement between City
and WSF As regarding the Special Event services stated herein.
b) "Advertise" shall mean the act of publicly announcing or calling
attention to the Special Event and shall include, but not be limited to,
the distribution of handbills or mass mailings, the use of outdoor
advertising and announcements by billboard, poster, radio, television,
or newspapers.
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c) City Manager" shall mean the City Manager of Winter Springs,
Florida, or his designee.
d) "Effective Date" shall be the date on which the last signatory hereto
shall execute this Agreement, and it shall be the date on which this
Agreement shall go into effect. The Agreement shall not be effective
against any party until said date.
e) "Public Records" is as described in Section 119.011(1), Florida
Statutes.
f) "City" shall mean the City of Winter Springs, a Florida Municipal
Corporation and it employees, agents, and contractors.
g) "WSF A" shall mean Winter Springs Festival of the Arts, Inc., a
Florida non-profit corporations and its agents, contractors, and
volunteers.
h) "Special Event" shall mean the outdoor Winter Springs Festival of the
Arts event approved by City and held at Central Winds Park on
December 7 & 8, 2002.
i) "Central Winds Park" shall mean the park owned and operated by the
City, which is located within the City of Winter Springs on State Road
434 and adjacent to the Winter Springs High School and Lake Jessup.
j) "Vendor" shall mean non-profit groups and organizations which are
selected by WSF A to provide food and beverage concessions at the
Special Event.
2.2 Engagement. City hereby engages the WSFA and WSFA agrees to perform
the services outlined in this Agreement, as the sole sponsor of the Winter
Springs Festival of Arts special event, as provided herein. No prior or present
agreements or representations shall be binding upon any of the parties hereto
unless incorporated in this Agreement.
3.0 Scope of Services. Unless otherwise indicated below, the WSF A agrees to perform
the following services:
3.1 Special Event. WSF A shall advertise, produce, plan, promote, manage, and
operate the Special Event in cooperation with the City. In furtherance,
thereof, WSF A agrees to keep the City Manager fully informed of its plan to
promote, manage, and operate the Special Event so that the City can
reasonably satisfy its obligations under the Agreement and reasonably address
issues of public health, safety, and welfare related to the Special Event.
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3.2 Food and Beverage. The WSFA, agrees to provide Vendors for food and
beverage concessions, including beer and wine, for the Special Event, except
for food and beverage concessions at the concession building located in the
center of the baseball complex at Central Winds Park which will be operated
by the City. Each Vendor shall retain all fees and commissions earned from
its sale of food and beverage concessions. WFSA has further agreed that a
single Vendor, The Oviedo-Winter Springs Lions Foundation, Inc.,
(hereinafter referred to as "Lions") shall be allowed to sell beer and wine at
the Special Event, all licenses and permits shall be obtained prior to the event
by the Lions.
3.3 Sponsorship; Event Fees. Unless otherwise provided in this Agreement,
WSF A shall retain all sponsorships and paid fees for the special event.
3.4 Staging; Other Production Materials. WSF A, shall provide all staging and
production materials necessary to produce a high quality special event. All
staging and production equipment will meet all city and state codes,
ordinances, statutes, or regulations.
3.5 Professional Main and Secondary Stage of Entertainment. WSF A shall
provide a professional stage featuring mass appeal music, including but not
limited to local school bands and chorus's, agreed upon by both the WSFA
and the City.
3.6 Permits. WFSA shall obtain all local, state, and federal permits necessary to
hold the Special Event, with the assistance of the City. City shall waive all
City permit fees for the Special Event.
4.0 Compensation; Expenses.
4.1 WSFA Compensation. WSFA sole compensation for all services rendered
under this Agreement shall be derived from the participants of the Special
Event and public sponsorships, if obtained.
4.2 WSFA Expenses. WSFA shall pay all costs and expenses necessary for the
WSF A to satisfy its obligations under this Agreement, including reimbursing
the City for it's expenses listed under sub-section 4.3 which are estimated to
be $7,500.00.
4.3 City Expenses. City shall provide the following services and facilities for the
Special Event: (I) Central Winds Park on the day of Special Event and the
preceding day for set-up purposes; (2) all necessary power at Central Winds
Park to include: three phase 300 amp; single phase 100 amp power drop at the
main stage location; additional 20 amp services as needed (each of the main
drops must be isolated for use on the Special Event and set-up days); (3) rest
room facilities; (4) lighting of Central Winds Park and surrounding areas; (5)
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City fire and police services as deemed reasonably necessary by the City
Manager; (6) clean up of Central Winds Park and surrounding area; (7)
parking areas and parking coordination; and (8) repair of damage incurred to
Central Winds Park.
5.0 Due Diligence. WSFA acknowledges that it has investigated prior to the execution
of this Agreement and satisfied itself as to the conditions affecting the services
required hereunder, the availability of materials and labor, the cost thereof, the
requirements to obtain necessary to complete the services within the time set forth
herein. WSF A warrants unto the City that they have the competence and abilities to
carefully, professionally, and faithfully complete the services in the manner and within
the time limits proscribed herein. WSF A will perform the services with due and
reasonable diligence consistent with sound professional and labor practices.
6.0 Miscellaneous.
6.1 Time is of the Essence. Time is of the essence of this Agreement.
6.2 Non-Business Day. In the event that any period of time as set forth in this
Agreement expires or any date herein occurs on a Saturday, Sunday, holiday,
or other non-business day, then such date shall automatically extend to 5:00
p.m. on the next subsequent business day, excluding the day the Special Event
will be held pursuant to this Agreement.
6.3 No Assignment. This Agreement shall not be assigned or transferred.
6.4 Further Assurances. From and after the execution of this Agreement, each
of the parties hereto shall fully cooperate with each other and perform any
further act(s) and execute and deliver any further documents which may be
necessary or desirable in order to carry out the purposes and intentions of this
Agreement.
6.5 Legal Representation. The parties acknowledge that Anthony A.
Garganese, Esquire, and Brown, Ward, Salzman, and Weiss, P.A., and other
attorneys therein, have acted as counsel for City in connection with this
Agreement and the transactions contemplated herein, and has not given legal
advice to any party hereto other than City.
6.6 Severability. If any provision of this Agreement is held to be invalid, void,
or unenforceable, the remaining provisions shall nevertheless remain in full
force and effect, unless the absence of the invalid, void, or unenforceable
provision or provisions causes this Agreement to fail in its essential purposes.
6.7 Governing Law and Venue. This Agreement shall be construed and
enforced in accordance with the laws of the State of Florida. The parties
further agree that in any dispute between them relating to this Agreement,
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exclusive jurisdiction shall be in the trial of courts located in Seminole County,
Florida, and any objections as to jurisdiction or venue in such courts being
expressly waived.
6.8 Attorney's Fees. In the event any litigation or controversy arises out of or
in connection with this Agreement between the parties hereto, the prevailing
party in such litigation or controversy shall be entitled to recover from other
party or parties all reasonable attorney's fees and paralegal fees, expenses and
suit costs, including those associated with any appellate or post judgment
collection proceedings.
6.9 Non-Waiver. No delay or failure by either party to exercise any right under
this Agreement, and no partial or single exercise of that right, shall constitute
a waiver ofthat or any other right, unless otherwise expressly provided herein.
6.10 Notices. Any notice, request, instruction, or other document to be given a
part of this Agreement 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 acknowledge 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 City:
Ronald W. McLemore, City Manager
1126 East S.R. 434
Winter Springs, Florida 32708
PH: (407) 327-5957
FAX: (407) 327-4753
Copy to:
Anthony Garganese, City Attorney
Brown, Ward, Salzman & weiss, P.A.
P.O. Box 2873
Orlando, Florida 32802-2873
PH: (407) 425-9566
FAX: (407) 425-9596
To WSFA:
Winter Springs Festival of the Arts, Inc.
Lynn Cline, Director
1040 Elk Court N.
Winter Springs, Florida 32708
PH: (407) 695-3724
6.11 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered, shall be an
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original; but such counterparts shall together constitute but one and the same
instrument.
6.12 Public Record. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or
other writing ofWSF A related, directly or indirectly, to this Agreement, may
be deemed to be a Public Record whether in the possession or control of the
City or WSF A. Said record, document, computerized information and
program, audio or video tape, photograph, or other writing of WSF A 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, WSF A shall promptly supply copies of said public records to the
City. All books, cards, registers, receipts, documents, and other papers in
connection with this Agreement shall at any and all reasonable times during
the normal business hours ofWSF A be open and freely exhibited to the City
for the purpose of examination and/or audit.
6.13 Interpretation. Both the City and WSF A have participated in the drafting of
all parts of this Agreement. As a result, it is the intent of the parties that no
portion of this Agreement shall be interpreted more harshly against either of
the parties as the drafter.
6.14 Independent Contractor. WSFA shall be considered an independent
contractors under this Agreement.
7.0 Entire Agreement. This Agreement represents the entire and integrated Agreement
between the parties and supersedes all prior negotiations, representations, or
Agreements, either oral or written, and all such matters shall be deemed merged into
this Agreement.
8.0 Sovereign Immunity. Nothing contained in this Agreement shall be construed as a
waiver of the City's right to sovereign immunity under Section 768.28, or other
limitations imposed on the City's potential liability under state or federal law.
9.0 General Liability Insurance. For all services performed hereunder WSFA shall
purchase and maintain, at its own expense, such general liability insurance, food and
alcoholic beverage liability insurance to cover claims for damages because of bodily
injury or death of any person or property damage arising in any way out of the
services performed by WSF A under this Agreement. The insurance shall have
minimum limits of coverage of$I,OOO,OOO.OO per occurrence combined single limit
for bodily injury liability, property damage, and food and alcoholic beverage liability.
All insurance coverage shall be with insurer( s) approved by the City Manager and
licensed by the State of Florida to engage in the business of writing insurance. The
City shall be named on the foregoing insurance policies and endorsements as
"additional insured." WSF A shall cause its insurance carriers to furnish insurance
certificates and endorsements specifying the types and amounts of coverage in effect
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pursuant hereto, the expiration dates of such policies, and a statement that no
insurance under such policies will be canceled without thirty (30) days prior written
notice to the City in compliance with other provisions of this Agreement. WSF A shall
provide the certificates and endorsements to the City Manager at least sixty (60) days
prior to the Special Event. If the City has any objection to the coverage afforded by
or other provision of the insurance required to be purchased and maintained by WSF A
in accordance with this paragraph on the basis of its not complying with the
Agreement, the City shall notify WSFA in writing thereof within thirty (30) days of
the date of delivery of such certificates and endorsements to the City. For all services
performed pursuant to this Agreement and during the Special Event, WSF A shall
continuously maintain such insurance in the amounts, type, and quality as required by
this paragraph.
10.0 Indemnification and Hold Harmless. For all services performed pursuant to this
Agreement, WSF A agrees to the fullest extent permitted by law, to indemnify and
hold harmless the City and its employees, officers, and attorneys, from and against all
claims, losses, damages, personal injuries (including but not limited to death), or
liability (including reasonable attorney's fees through any and all administrative, trial,
post judgement and appellate proceedings), directly or indirectly arising from the
negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting
from WSFA's or WSFA's agents, employees, or volunteers: (1) performance of
services pursuant to this Agreement; (2) failure to properly train employees and
agents under WSFA's control or direction; (3) failure to remit any local, state, and
federal taxes due by WSF A as a result ofthe Special Event; and (4) failure to properly
plan, promote, manage, and operate the Special Event.
The indemnification provided above shall obligate WSF A to defend at its own
expense or to provide for such defense, at the sole option of the City, as the case may
be, of any and all claims of liability and all suits and actions of every name and
description that may be brought against City or its employees, officers, and attorneys
which may result from the services under this Agreement whether the services be
performed by WSF A or anyone directly or indirectly employed or hired by it. In all
events the City shall be permitted to choose legal counsel of its sole choice, the fees
for which shall be subject to and included with this indemnification provided herein,
as long as said fees are reasonable.
11.0 Standard of Care. In performing its services hereunder, WSFA shall use that
degree of care and skill ordinarily exercised, under similar circumstances by reputable
members of its profession practicing in the same or similar locality.
12.0 Termination. Neither the City nor WSF A shall terminate this Agreement without the
written consent ofthe other party. Notwithstanding the foregoing WSF A understand
and agree the City shall have the sole discretion to determine, in the case of an
emergency, whether the event shall be held at Central Winds Park on the advertised
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. .
Special Event to a date or dates which are acceptable to all parties, within ninety (90)
days immediately preceding the scheduled event.
13.0 Term. The Term of this Agreement shall be from the effective date until the full
completion and satisfaction of the terms and conditions of this Agreement by both
parties. Except that the indemnification and hold harmless provisions in Paragraph
10.0 shall remain in full force and effect and survive the termination of this Agreement
for any claims, losses, damages, personal injuries, or liability which may occur under
this Agreement.
14.0 WSFA. The undersigned person executing this Agreement on behalf of WSFA
hereby represents and warrants that he/she has the full authority to sign said
Agreement for WSF A and to fully bind WSF A to the terms and conditions set fourth
in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year written above.
CITY OF WINTER SPRINGS, FL.
Winter Springs Festival of the Arts, Inc.
By:
Ron McLemore, City Manager
By:
Lynn Cline, Director
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WINTER SPRINGS FESTIVAL OF THE ARTS
WINTER SPRINGS PARK AND RECREATION
DEPARTMENT
CHUCKPULA-
PARKS AND RECREATION DIRECTOR
CHRISTOPHER CARSON-
RECREATION SUPERVISOR
"
410 Terrace Drive . Oviedo, FL 32765. (407) 366-9674. (407) 977-9598 fax .lwatk1101@aol.com
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Oviedo-Winter Springs Lions Club, Inc.
Winter Springs Festival of the Arts
Hosted by
Oviedo-Winter Springs Lions Club
DECEMBER 7 & 8, 2002
Central Winds Park, Winter Springs, FL.
SATURDAY 9:30 A.M.-9:00 PM
SUNDAY 12:00 NOON -7:30 PM
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Contacts:
Lynn Cline -Chairman 407-695-3724 lynncline@k2net.cc
P.o. Box 196242, Winter Springs, Fla. 32719-6242
www.winterspringsfestivalofarts.com
250 ARTISTS
· BEST OF SHOW -$3,000.00 PURCHASE A WARD
· $10,000.00 in prize awards
Drusana Souchek
A Winter Springs artist, has been commissioned to create a
Painting for the Festivals commemorative Poster
Erin Lartoniox
Free Lance Graphic Designer and Illustrator
designed the Festival Logo
· Approx-32,OOO attendees are expected, rain or shine.
· Free Shuttle buses will be provided, to and from Central Winds
Parking in five area lots
· Entertainment 12 noon until 9 p.m.
Saturday-Dec. 7th School Bands and Chorus's
Saturday night Dee 7th 7:00 porn Jazz Bands and Vocci Dancers
Sunday- Dec 8th Continuing Bands and Chorus's
Evening Finale-5:30 p.m.- Evelyn Stone, & Valarie Pernice Patriotic
musical program.
Contact: Lynn Cline Chairman 407-695-3724 or lynncline@K2net.cc
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Oviedo-Winter Springs Lions Club, Inc.
Pavilion area- Food vendors of various food cultures
Lions will be serving Beer and Wine at the Beer Garden
Missing Children-soft drink vendors
In keeping with community participation, Clubs, Churches, boy
scouts, girl scouts, schools, may participate and fund raise by having
food booths.
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Childrens Art Exhibit- Art in progress will be taking shape in the two day
span. All schools in Winter Springs and Oviedo are welcome to enter. Art
will be judged by school, Elementary, Middle, and High School, monetary
awards for Art Supplies will be given to the winners. Ribbon judging will be
awarded also.
Sponsors
Smooth Jazz 103.1 WLOQ
Orlando Leisure
Creative Printing and Publishing
Wayne Densch, Inc.
K2 Services
Contact: Lynn Cline Chairman 407-695-3724 or lynncline@K2net.cc
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Winter Springs Festival of the Arts
The 2002 Winter Springs Festival of the Arts is scheduled for December 7 and 8, 2002.
This Festival is a fine arts juried competition with 250 artists participating. During the
two-day event the local community will get to view and purchase some of the finest art
available. The artists will be displaying their art and competing for the $3,000 Best of
Show Purchase Award.
The event will be held at the Central Winds Park in Winter Springs, Florida located on
Lake Jesup. This location is ideal for such a festival providing a beautiful park setting for
visitors, with ample grounds for the artists displays, a natural bowl for holding
entertainment events, and a separate pavilion area for various food and drink vendors.
Exhibitions by 250 artists will be in the categories of:
Oil and Acrylic
Sculpture
Mixed Media
Photography
Graphics
Pottery
Glass
Jewelry
Wood
Metal
Drawing
The entries will be juried by a three-person panel for the selection for the various awards,
which will be presented on Sunday afternoon. $10,000 will be awarded with a $3,000
Best in Show awards.
A Children's Art Exhibit will take the fonn of an art in progress competition. Wallboard
and paint will be used to turn the wallboard into murals. Local area schools will be
invited to participate. The winning high school, middle school and elementary school
receiving a monetary award for art supplies. Ribbons will be given to the second and
third place winners in each division.
Live entertainment is to be provided by School Bands and Chorus's each day. WLOQ
will be broadcasting on site. A performance by the Orlando City Ballet and the East
Coast Pops on Saturday night will highlight a picnic and concert in the park program. The
Festival will end with a special patriotic musical program, featuring Jazz Vocalists other
singing favorites as the show finale on Sunday evening.
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Oviedo- Winter Springs Lions Club, Inc. Charitable Activities
The Oviedo-Winter Springs Lions Club, Inc. has as its primary goal to raise money to
provide assistance to children in the local community who are in need, and to provide
support to various sight preservation programs.
The 501(c)3 organization Oviedo-Winter Springs Lions Foundation, Inc has been
received from the Internal Revenue Service. Other charitable activities are also
undertaken. Every dollar of proceeds raised by the Oviedo-Winter Springs Lions Club is
restricted to be used in its charitable activities, no operating costs of the Lions Club may
be paid from these funds.
The Oviedo-Winter Springs Lions Club has a committee contacting each local school to
identify children in need of assistance with any sight preservation problem. These
problems can range from eye examinations, glasses or more serious problems needing
medical attention. The Lions Club will do its best to see that what ever need .is identified
is fulfilled, including financial support.
The Oviedo-Winter Springs Lions Club has an eyeglass reclamation committee collecting
used eyeglasses using collection boxes throughout the community. The eyeglasses and
frames collected are recycled through a Lions International sponsored program and are
provided free to people all over the world.
The Oviedo-Winters Springs Lions Club sponsored assistance to the local Coalition for
the Homeless, The Missing Children Center Inc, The Lions Camp for the Handicapped in
Lake Wales, and the Florida Lions Foundation.
The Oviedo-Winter Springs Lions Club has a committee that is charged with identifying
and screening needing situations in the community.
Since June of2000 the OviedolWinter Springs Lion's Club has given a total of$7759.l2
to many charitable organizations.
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Summary of Giving by Charity
FL Lions Camp .: . $2,267.76
Missing Children Center $1,600.00
Bread of Life - Oviedo $1,000.00
Medical Eye Bank $1,000.00
FL Lions Foundation $ 500.00
Children Sexual Tra urna
Recovery Center $ 500.00
Homeless apartments $ 406.36
Co-payments $ 200.00
World Trade Center $ 150.00
Campership $ 125.00
Salvation Army $ 10.00
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WAYNE DENSCH, INC.
.
2900 WEST FIRST STREET - SANFORD, FLORIDA 3277 I - TELEPHONE 407-323-5600
../'Ita~~: P.O. BOX 1747, SANFORD. FLORIDA 32772-1747
February 18, 2002
Mrs. Lynn Cline
1040 Elk Court North
Winter Springs, FL 32708
Dear Mrs. Cline:
Thank you for the proposal you and Mr. Schwimmer presented to Wayne
Densch, Inc. As I mentioned in the meeting, we would be proud to sponsor your
event (2002 Winter Springs Festival of the Arts) to be held on December 7 and 8,
2002.
I believe we agreed on the following; however, if I have forgotten anything,
please give me a call.
. Wayne Densch, Inc. will provide product as needed for Saturday
and Sunday (maximum of 40 kegs). Additional kegs will be
purchased at our normal wholesale price to retail.
$16,000
. Wayne Densch, Inc. will provide equipment to dispense product
and technical support to insure proper pouring. We will train
personnel as needed.
$1 ,000
. Wayne Densch, Inc. will produce banners as needed for your
event (within reason).
$2,000
$19,000
Estimated Value of the Above:
If I have forgotten anything, please feel free to call me at your convenience.
Sincerely,
!2" J~.L0
David A. Spindler
Director of Sales
DAS/dg
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Sponsorships
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Dired Sponsorship or Contribution
D Platinum
D Gold
D Silver
D Bronze
$10,000
$5,000
$1,000
$500
Artists Awards Sponsorship
D One Best of Show Purchase Award
$3,000
Vendor Sponsorship Committed
D Location - Provided by the City of Winter Springs
D Insurance - Provided by Lions Club International, Inc.
D Drinks - Missing Children Center, Inc.
Dired Vendor In-kind Sponsorship Available or Dired Sponsorship
D Tents
o Transportation
o Lighting
D Sound
D Radio
D Television
o Print
o Parking Control
D Festival Posters
D Advertising Flyers
o Portalets
o Paper Products
I EXECUTIVE OFFICERS
FISCAL YEAR 2001.2002
INTERNATIONAL PRESIOENT
I J. FRANK MOORE III
P. O. Bo, 4B2
0'1,,,1". Alabama 36322-0482. USA
IMMEDIATE PAST PRESIOENT
DR. JEAN BEHAR
20 Avenue Desire Denors
I 76310 Samle-Adresse. France
FIRST VICE PRESIOENT
KAY K. FUKUSHIMA
P. O. Box 22007
Sacramento. Calilornia 95822. USA
SECONO VICE PRESIDENT
I DR. TAE-SUP "TS" UE
Room 501, Chokson Hyundai Bldg.
80. Cnokson~onQ. Chongro-ku
Seoul 110-756. Republic ot Korea
DIRECTORS
AlFONSO BARAHONA HERRARTE
I Guatemala City, Guatemala
VUTHI BDDNNIKDRNVDRAVITH
Bangkok, Thailand
WILUAM AlLEN BROUGHTON
a,entwooa, Tennessee. USA
I TAIIAD "TAIl" DAN
KaDe. HyogG-Prel., Japan
PHILIPPE GERONOAl
BIUSstls. Belgium
DR. LARRY "00t" HAHN
MOlina, Colorado, USA
I 8USTER HALL
Anchorage. Alaska. USA
PREM lAItOTY
Calcutta. India
ARTHUR "ART"lAZARDW
I Gloucester, VirginJa. USA
ED MC CORMICK
Valley Cenler, Kansas, USA
BARRY J. PAlMER
SyOney, NSW, AUSlralia
I LARRY G. SCHRODT
PuyaUup. Washington, USA
SID l. SCRUGGS III
Vass. Nann Carolina. USA
CHANG.JIN SONG
I Jeonju. Jeonlaoukdo, Republic 01 Korea
PROF. MAURO l. G. WERNECK
Rio c:le Janeiro. Brazil
DR. MANFRED WESTHOff
Bavaria, Germany
I HARRI AlA.KUUU
Espoo. Finland
OR. S. P. AMIN
NairObi, Kenya
JDRN ANDERSEN
Haaerslev. Denmark
I SAIIAlCHI ASO
O'jama, Tochigi, Japan
GEN. PEDRO R. BAlBANERO
Munlmlupa City, Melro Manila, Philippines
PETER CERNIGLIA
I Cross Plains, Wisconsin, USA
PRAVIN CHHAJEO
AAmedabal1, GUjafilt, lnola
ROBERT W. 'BDB" MillER
OrwlQsourg, Pennsylvania. USA
I BUDDY OUZTS
Winaer, Georgia. USA
ANTONIO PERROT
Pomci, Naples, ltaty
PATRICIA ANN SHURLEY
E~mon~. O~alloma. USA
I OR. HENRY L. SMITH
Louisville, Kentucky, USA
SCOTT STORMS
Windsor locks, Connecticut. USA
ROSS l. THORFINNSON. JR.
I Eden Prairie, Minnesota, USA
MICKEY TORRES M.
Concepcion. Chile
JOHN f. WAlKER
Sterling Heights, Michigan. USA
I ARTHUR WOODS
Elmira. Ontario, Canada
ADMINISTRATIVE
OFFICERS
GARY M. LA PETINA
. Interim ExecutIve Administrator/General
Counsel and Secretary
. DONNA l. REBECK
Treasurer
FAX (630) S71-B890
m (630) 571-6533(101 deal)
IInp://WWW.lionselubs.org
The International Association of Lions Clubs
--
We Serve
(Lions Clubs Inlernalional "')
300 W 3&~~~~~etl~?k ~&o~~, Illinois 60523-8842, USA (630) 571-5466
J. Lynn Cline
Oviedo Winter Springs Lions Club
1040 Elk Court North
Winter Springs FL 32708
RE: WINTER SPRING FESTIVAL OF THE ARTS HELD IN
DEVEMBER OF 2002
Dear Lion Cline:
I am responding to your request for a certificate
of insurance for your club's event which occurs
after September I, 2002.
We are unable at this time to issue certificates
for events occurring after September 1st, 2002 as
our current insurance policy expires on that
date.
We will keep your reguest on file until we are
able to issue certif1cate for the period from
9/1/02 through 9/1/03. This should be sometime
after the twentieth of August of 2002.
Should you
to contact
have any questions,
me.
please
feel
free
Very truly yours,
i€ :t;-.~
~i[~~anco .
Legal Division
P.S. We are enclosing a sample of how your
certificate will read.
~
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I ACORD CERTIFICATE OF. LIABILITY INS'URANCE DAmYt~
..
PRODUCER (63.0)5-72-1550. FAX (630)574-3278 . I!=: 'A~ A MAl OF IUN
I T.J. Adams Group, LLC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT ~~~~,~~~ND OR
333 E. Butterfield Road, Fifth Floor AI TFR RFI ow
Lombard, IL 601413 INSURERS AFFORDING COVERAGE
I INSURED INSURER A: Koyal Insurance (.;ompany of Amenca
..
INSURER B:
Oviedo Winter Springs Lions Club INSURER C:
I Florida INSURER 0:
INSURER E:
COVERAGES
I THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH !
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
!
I LIIl TYPE OF INSURANCE POLICY NUMBER PDq.'4~~J~~8,w;E Pg~!flIW,l,~~N LIMITS ,
GENERAL LIABILITY EACH OCCURRENCE S 1 000 000
- : $ 1 000 0001
X COMMERCiAl GENERAL LIABILITY FIRE DAMAGE (Anyone nre)
I CLAIMS MADE 0 OCCUR MED EXP (Anyone person) $ 1 0001
A PIW603902 09/01/2001 09/01/2002 PERSONAL & ADV INJURY S 1 000 000'
- I
GENERAL AGGREGATE S 2 000 000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS. COMP/OP AGG S 2 000 0001
I 'I POLICY nROJEcn LOC
AUTOMOBILE UABILITY COMBINED SINGLE LIMIT
- (Ea accidenl) S
:..;..... ANY AUTO Included
AlL OWNED AUTOS BODILY INJURY I
I I-- PIW603902 09/01/2001 09/01/2002 (Per person) S I
SCHEDULED AUTOS In Above
A rx HIRED AUTOS OWNED AUTOS NOT COVERED
BODILY INJURY
X NON-OWNED AUTOS (Per accidenl) S
I -
"- PROPERTY DAMAGE S
(Pel accident)
GA \AGE LIABILITY AUTO ONLY- EA ACCIDENT S
I ANY AUTO NOT COVERED OTHER THAN EA ACC S
r- AUTO ONLY:
AGG S
EX ESS LIAB ILITY EACH OCCURRENCE S I
f-- o CLAIMS MADE ,
OCCUR '" ,t AGGREGATE S
I r-- NOT COVERED $
"-
DEDUCTIBLE Sit S
"-
RETENTION S S
I WORKERS COMPENSATION AND I TV:;~ i ~~~~ I I OTHER
EMPLOYERS' LIABILITY NOT COVERED E L. EACH ACCIDENT S
E L DISEASE. EA EMPLOYEE $
I E L. DISEASE - POLICY LIMIT S
DESCRIPTION OF OPERATlONSlLOCATlONSIVEHICLESIEXCLUSIONS ADDEO BY ENDORSEMENT/SPECIAL PROVISIONS
Provisions of policy apply to the Oviedo Winter Springs Lions Club for their participation in the Winter Springs Festival Of Arts
(arts, vendors, concerts etc.) on December 7 and 8, 2002 (and to include December 5 and 6 for setting up and December 8, 2002
I for clean up).
~ City of Wi.ot., Sp'i.ng" Fln,ida is an additional in,n,OO('l, but. nnly a, ....~..ts lia.bility. a,i,jng out of u" of p...mis. by tb.
Oviedo Wmter Sprmgs LIOns Club and not out of the sole negligence of said addlhonalmsured. .
CERTIFICATE HOLDER I I ADDITIONAL INSURED; INSURER LETTER
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
] City of Winter Springs, EXPIRATION DATE THEREOF. THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
Florida _DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
Winter Springs Festival of the Arts BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
1040 Elk Ct. N.I Winter Springs, Florida 32708 OF ANY KINO UPON THE COMPANY. ITS AGENTS OR REPRESENTATIVES.
I AUIHaL(i'11. ATI\I~ (j---p .A_...~~
/
ACORD 2:.-:; ((Jill J / ACORD CORPORATION 1988
ACORD CERTIFICATE OF LIABILITY INSURANCE
DA01Y1~
ROOUCER (610)5-72-1550. FAX (630)574-3278 .
T.J. Adams Group, LLC
333 E. Butterfield Road, Fifth Floor
Lombard, IL 6014?
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND EXTEND OR
INSURERS AFFORDING COVERAGE
Oviedo Winter Springs Lions Club
Florida
INSURER A:
INSURER B:
INSURER C:
INSURER 0:
INSURER E:
menca
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TYPE OF INSURANCE
GENERAL LIABILITY
COMMERCIAL GENERAL LIABILITY
ClAIMS MADE 0 OCCUR
POLICY NUMBER
LIMITS
EACH OCCURRENCE S
FIRE DAMAGE (Anyone fire) $
MED EXP (Anyone person) S
09/01/2001 09/01/2002 PERSONAL & ADV INJURY S
GENERAL AGGREGATE S
PRODUCTS. COMP/OP AGG S
1 000 000
1 000 000
1 000'
1 000 000
2 000 000
2 000 000
,
I
PIW603902
LOC
COMBINEO SINGLE LIMIT
(Ea aeddenl)
Included
PIW603902
OWNED AUTOS NOT COVERED
BODILY INJURY
09/01/2001 09/01/2002 (Perperlon)
In Above
BODILY INJURY
(Per Beeldenl)
PROPERTY DAMAGE
(Per Betldenl)
AUTO ONLY. EA ACCIDENT S
NOT COVERED
OTHER THAN
AUTO ONLY:
EA ACC S
AGG S
S
S
S
EX ESS LIABILITY
OCCUR D CLAIMS MADE
EACH OCCURRENCE
AGGREGATE
NOT COVERED
911i1-
DEDUCTIBLE
RETENTION S
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY .
NOT COVERED
E L. EACH ACCIDENT
E L DISEASE. EA EMPLOYEE S
E L. DISEASE. POLICY LIMIT S
OTHER
ESCRIPTlON OF OPERATIONSIlOCATlONSIVEHICLESlEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
Provisions of policy apply to the Oviedo Winter Springs Lions Club for their participation in the Winter Springs Festival or Arts
arts, vendors, concerts etc.) on December 7 and 8,2002 (and to include December 5 and 6 for setting up and December 8, 2002
or clean up).
City of Winter Springs, Florida is an additional insured(s), but only as respects liability arising out of use of premise by the
viedo Winter Springs Lions Club and not out of the sole negligence of said additional insured.
ADDITIONAL INSURED; INSURER LETTER
City of Winter Springs,
Florida
Winter Springs Festival of the Arts
1040 Elk Ct. N. / Winter Springs, Florida 32708
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
_ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR liABILITY
OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES.
A H ;", A IV ~ "J(,...~
ACORD CORPORATION 198e
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FLORIDA DEPARTMENT OF STATE
Katherine Harris
Secretary of State
March 4, 2002
J. LYNN CLINE
1040 ELK CT. NORTH
WINTER SPRINGS, FL 32708
The Articles of Incorporation for WINTER SPRINGS FESTIVAL OF THE ARTS, INC.
were filed on March 4, 2002 and assigned document number N02000001524. Please
refer to this number whenever corresponding with this office regarding the above
corporation. The certification you requested is enclosed.
PLEASE NOTE: COMPLIANCE WITH THE FOLLOWING PROCEDURES IS
ESSENTIAL TO MAINTAINING YOUR CORPORATE STATUS. FAILURE TO DO SO
MAY RESULT IN DISSOLUTION OF YOUR CORPORATION.
A CORPORATION ANNUAL REPORT/UNIFORM BUSINESS REPORT MUST BE
FILED WITH THIS OFFICE BETWEEN JANUARY 1 AND MAY 1 OF EACH YEAR
BEGINNING WITH THE CALENDAR YEAR FOLLOWING THE YEAR OF THE FILING
DATE NOTED ABOVE AND EACH YEAR THEREAFTER. FAILURE TO FILE THE
ANNUAL REPORT/UNIFORM BUSINESS REPORT ON TIME MAY RESULT IN
ADMINISTRATIVE DISSOLUTION OF YOUR CORPORATION.
A FEDERAL EMPLOYER IDENTIFICATION (FEI) NUMBER MUST BE SHOWN ON
THE ANNUAL REPORT/UNIFORM BUSINESS REPORT FORM PRIOR TO ITS
FILING WITH THIS OFFICE. CONTACT THE INTERNAL REVENUE SERVICE TO
RECEIVE THE FEI NUMBER IN TIME TO FILE THE ANNUAL REPORT/UNIFORM
BUSINESS REPORT AT 1-800-829-3676 AND REQUEST FORM SS-4.
SHOULD YOUR CORPORATE MAILING ADDRESS CHANGE, YOU MUST NOTIFY
THIS OFFICE IN WRITING, TO INSURE IMPORTANT MAILINGS SUCH AS THE
ANNUAL REPORT/UNIFORM BUSINESS REPORT NOTICES REACH YOU.
Should you have any questions regarding corporations, please contact this office at the
address given below.
Wanda Cunningham, Document Specialist
New Filing Section
Letter Number: 602A00012919
Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314
/"
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ARTICLES OF INCORPORATION
OF
WINTER SPRINGS FESTIVAL OF THE ARTS, INC.
The undersigned, acting as Incorporator of this nonprofit corporation, Winter Springs Festival of the Arts, Inc.,
adopts the following Articles of Incorporation for such nonprofit corporation in compliance with Chapter 6),7,
Florida Statutes, (Not for Profit). 0 ~S~
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Article I Name
The name of the corporation shall be:
WINTER SPRINGS FESTIVAL OF THE ARTS, INC.
Article (I Principal Office
The principal place of business and mailing address of this corporation shall be:
1040 Elk Court North, Winter Springs, Florida 32708.
Article III Purpose
The purpose for which the corporation is organized is to hold the annual Winter Springs Festival of the Arts.
A three day festival where fine artists can show their art work and members of the community can come and
drink, be merry and see the artists' work.
Notwithstanding any other provision of these articles, the corporation shall not carryon any activities not
permined to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of
the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue
Law).
The corporation is to be a nonprofit corporation and is not organized for the private gain of any person. It is
organized under the Florida Statutes for charitable purposes. Such purposes for which the corporation is
organized are exclusively charitable, within the meaning of Section 50 I (c)(3) of the Internal Revenue Code
(or the corresponding provision of any future United States Internal Revenue Law).
Article IV Manner of Election
The manner in which the directors are elected or appointed:
The members of the board of directors shall be the immediate past president, current officers of the Festival,
and elected directors, as provided for from time to time in the Festival's Bylaws.
All the officers and directors shall be members in good standing of the Festival. The officers and elected
directors of this Festival, excluding the immediate past president, shall be elected by the members of the
Festival at an annual election meeting as outlined in the Festival's Bylaws.
The term of office of officers and directors shall be as provided for in the Festival's Bylaws, from time to
time, however, no term of office shall exceed a three year period.
An officer or director may be elected or reelected to the same or different office or directorship.
Article V Initial Directors
The name and address of the persons who are to serve as directors until the first annual meeting of the
members or until their successors are elected and qualified are:
1. Lynn Cline 1040 Elk Court North Winter Springs, Florida 32708
Julia Friedman 101 Cayle Avenue Longwood, Florida 32750
Jonne Sparrow 410 Terrace Drive Oviedo, Florida 32765
IL l
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Article VI Initial Registered Agent and Street Address
The name and address of the register agent of this corporation is as follows:
I
J. Lynn Cline
1040 Elk Court North
Winter Springs, Florida 32708
I
Article VII Incorporator
The name and address of the incorporator of this corporation is as follows:
J. Lynn Cline
1 040 Elk Court North
Winter Springs, Florida 32708
I
Article VIII Dissolution
Upon the dissolution and winding up of the corporation, after paying or adequately providing for its debts
and obligations, its remaining assets shall be distributed to a nonprofit fund, foundation, or corporation,
which is organized and operated exclusively for charitable purposes and which has established its tax-exempt
status under Section 50 I (c)(3) of the Internal Revenue Code (or the corresponding provision of any future
United States Internal Revenue Law).
Article IX Prohibited Activities
No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise
attempting to influence legislation. The corporation shall not participate in or intervene in (including the
publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
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The corporation is not organized, and shall not be operated, for pecuniary gain or profit. It does not
contemplate the distribution of gains, profits, or dividends to its members or to any private individual or
organization, as defined for purposes of Section 50 I (c )(3) of the I nternal Revenue Code (or the
corresponding provision of any future United States Internal Revenue Law).
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The property, assets, profits, and net income of the corporation are dedicated irrevocably to the purposes set
forth in Article III above. No part of the profits or net income of the corporation shall ever inure to the
benefit of any director, trustee, officer, or member of the corporation, or to the benefit of any priv(jte
individual.
I
. Article X Membership, and Operation
The corporation anticipates having members. Any person of legal majority may be granted membership in
this Festival.
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The members of the Festival shall adopt a Constitution and Bylaws providing for the operation of the
Festival.
The rights, privileges, and obligations of each member shall be as outlined in the Festival's Bylaws.
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The members of the Festival, may from time to time, amend the Festival's Constitution and Bylaws.
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Having been named as registered agent to accept service of process for the above stated corporation at the place
designated in this certificate, I am familiar with and accept the appointment as registered agent and agree to act
in this capacity.
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WINTER SPRINGS FESTIVAL OF THE ARTS
SPECIAL EVENT AGREEMENT
THIS WINTER SPRINGS FESTIVAL OF THE ARTS SPECIAL EVENTS
AGREEMENT ("Agreement" or "Contract") is made and entered into as of the _day
of ,2002, by and between the CITY OF WINTER SPRINGS, a Florida
municipal corporation (hereinafter referred to as "City") and WINTER SPRINGS
FESTIVAL OF THE ARTS, INC., a Florida non-profit corporation (hereinafter referred
to as "WSF An).
WITNESSETH:
WHEREAS, City of Winter Springs desires to hold, in concert with the WSF A, the
Winter Springs Festival of the Arts ("Special Event") for the benefit of the public for purposes
of displaying and hosting variations of art on December 7th and 8th, 2002 at Central Winds
Park, which is located and owned by the City of Winter Springs; and
WHEREAS, WSF A desires to contract with City to provide special event
development, creative design, and all necessary production support for the Special Event, as
provided in this Agreement; and
WHEREAS, WSF A represents and warrants to City that it has the personnel, tools,
materials, and experience to provide the services as provided herein.
NOW THEREFORE, in consideration of the provisions contained in this Agreement,
and other good and valuable consideration in which the parties acknowledge has been
received, the parties agree as follows:
1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this
reference are fully incorporated into this Agreement.
2.0 General Provisions:
2. 1 Definitions.
a) "Agreement" or "Contract" shall mean this Agreement between City
and WSFAs regarding the Special Event services stated herein.
b) "Advertise" shall mean the act of publicly announcing or calling
attention to the Special Event and shall include, but not be limited to,
the distribution of handbills or mass mailings, the use of outdoor
advertising and announcements by billboard, poster, radio, television,
or newspapers.
Page 1 of 8
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c) City Manager" shall mean the City Manager of Winter Springs,
Florida, or his designee.
d) "Effective Date" shall be the date on which the last signatory hereto
shall execute this Agreement, and it shall be the date on which this
Agreement shall go into effect. The Agreement shall not be effective
against any party until said date.
e) "Public Records" is as described in Section 119.011 (1), Florida
Statutes.
f) "City" shall mean the City of Winter Springs, a Florida' Municipal
Corporation and it employees, agents, and contractors.
g) "WSF A" shall mean Winter Springs Festival of the Arts, Inc., a
Florida non-profit corporations and its agents, contractors, and
volunteers.
h) "Special Event" shall mean the outdoor Winter Springs Festival of the
Arts event approved by City and held at Central Winds Park on
December 7 & 8, 2002.
i) "Central Winds Park" shall mean the park owned and operated by the
City, which is located within the City of Winter Springs on State Road
434 and adjacent to the Winter Springs High School and Lake Jessup.
j) "Vendor" shall mean non-profit groups and organizations which are
selected by WSF A to provide food and beverage concessions at the
Special Event.
2.2 Engagement. City hereby engages the WSF A and WSF A agrees to perform
the services outlined in this Agreement, as the sole sponsor of the Winter
Springs Festival of Arts special event, as provided herein. No prior or present
agreements or representations shall be binding upon any of the parties hereto
unless incorporated in this Agreement.
3.0 . Scope of Services. Unless otherwise indicated below, the WSFA agrees to perform
the following services:
3.1 Special Event. WSFA shall advertise, produce, plan, promote, manage, and
operate the Special Event in cooperation with the City. In furtherance,
thereof, WSFA agrees to keep the City Manager fully informed of its plan to
promote, manage, and operate the Special Event so that the City can
reasonably satisfy its obligations under the Agreement and reasonably address
issues of public health, safety, and welfare related to the Special Event.
Page 2 of 8
3.2 Food and Beverage. The WSFA, agrees to provide Vendors for food and
beverage concessions, including beer and wine, for the Special Event, except
for food and beverage concessions at the concession building located in the
center of the baseball complex at Central Winds Park which will be operated
by the City. Each Vendor shall retain all fees and commissions earned from
its sale of food and beverage concessions. WFSA has further agreed that a
single Vendor, The Oviedo-Winter Springs Lions Foundation, Inc.,
(hereinafter referred to as "Lions") shall be allowed to sell beer and wine at
the Special Event, all licenses and permits shall be obtained prior to the event
by the Lions.
3.3 Sponsorship; Event Fees. Unless otherwise provided in this Agreement,
WSF A shall retain all sponsorships and paid fees for the special event.
3.4 Staging; Other Production Materials. WSF A, shall provide all staging and
production materials necessary to produce a high quality special event. All
staging and production equipment will meet all city and state codes,
ordinances, statutes, or regulations.
3.5 Professional Main and Secondary Stage of Entertainment. WSF A shall
provide a professional stage featuring mass appeal music, including but not
limited to local school bands and chorus's, agreed upon by both the WSF A
and the City.
3.6 Permits. WFSA shall obtain all local, state, and federal permits necessary to
hold the Special Event, with the assistance of the City. City shall waive all
City permit fees for'the Special Event. .
4.0 Compensation; Expenses.
4.1 WSFA Compensation. WSFA sole compensation for all services rendered
under this Agreement shall be derived from the participants of the Special
Event and public sponsorships, if obtained.
4.2 WSFA Expenses. WSFA shall pay all costs and expenses necessary for the
WSF A to satisfy its obligations under this Agreement, including reimbursing
the City for it's expenses listed under sub-section 4.3 which are estimated to
be $7,500.00.
4.3 City Expenses. City shall provide the following services and facilities for the
Special Event: (1) Central Winds Park on the day of Special Event and the
preceding day for set-up purposes; (2) all necessary power at Central Winds
Park to include: three phase 300 amp; single phase 100 amp power drop at the
main stage location; additional 20 amp services as needed (each of the main
drops must be isolated for use on the Special Event and set-up days); (3) rest
room facilities; (4) lighting of Central Winds Park and surrounding areas; (5)
Page 3 of 8
City fire and police services as deemed reasonably necessary by the City
Manager; (6) clean up of Central Winds Park and surrounding area; (7)
parking areas and parking coordination; and (8) repair of damage incurred to
Central Winds Park.
5.0 Due Diligence. WSF A acknowledges that it has investigated prior to the execution
of this Agreement and satisfied itself as to the conditions affecting the services
required hereunder, the availability of materials and labor, the cost thereof, the
requirements to obtain necessary to complete the services within the time set forth
herein. WSF A warrants unto the City that they have the competence and abilities to
carefully, professionally, and faithfully complete the services in the manner and within
the time limits proscribed herein. WSF A will perform the services with due and
reasonable diligence consistent with sound professional and labor practices.
6.0 Miscellaneous.
6.1 Time is of the Essence. Time is of the essence of this Agreement.
6.2 Non-Business Day. In the event that any period of time as set forth in this
Agreement expires or any date herein occurs on a Saturday, Sunday, holiday,
or other non-business day, then such date shall automatically extend to 5:00
p.m. on the next subsequent business day, excluding the day the Special Event
will be held pursuant to this Agreement.
6.3 No Assignment. This Agreement shall not be assigned or transferred.
6.4 Further Assurances. From and after the execution of this Agreement, each
of the parties hereto shall fully cooperate with each other and perform any
further act(s) and execute and deliver any further documents which may be
necessary or desirable in order to carry out the purposes and intentions of this
Agreement.
6.5 Legal Representation. The parties acknowledge that Anthony A.
Garganese, Esquire, and Brown, Ward, Salzman, and Weiss, P.A., and other
attorneys therein, have acted as counsel for City in connection with this
Agreement and the transactions contemplated herein, and has not given legal
advice to any party hereto other than City.
6.6 Severability. If any provision of this Agreement is held to be invalid, void,
or unenforceable, the remaining provisions shall nevertheless remain in full
force and effect, unless the absence of the invalid, void, or unenforceable
provision or provisions causes this Agreement to fail in its essential purposes.
6.7 Governing Law and Venue. This Agreement shall be construed and
enforced in accordance with the laws of the State of Florida. The parties
further agree that in any dispute between them relating to this Agreement,
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exclusive jurisdiction shall be in the trial of courts located in Seminole County,
Florida, and any objections as to jurisdiction or venue in such courts being
expressly waived.
6.8 Attorney's Fees. In the event any litigation or controversy arises out of or
in connection with this Agreement between the parties hereto, the prevailing
party in such litigation or controversy shall be entitled to recover from other
party or parties all reasonable attorney's fees and paralegal fees, expenses and
suit costs, including those associated with any appellate or post judgment
collection proceedings.
6.9 Non-Waiver. No delay or failure by either party to exercise any right under
this Agreement, and no partial or single exercise of that right, shall. constitute
a waiver of that or any other right, unless otherwise expressly provided herein.
6.10 Notices. Any notice, request, instruction, or other document to be given a
part of this Agreement 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 acknowledge 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 City:
Ronald W. McLemore, City Manager
1126 East S.R. 434
Winter Springs, Florida 32708
PH: (407) 327-5957
FAX: (407) 327-4753
Copy to:
Anthony Garganese, City Attorney
Brown, Ward, Salzman & Weiss, P.A.
P.O. Box 2873
Orlando, Florida 32802-2873
PH: (407) 425-9566
FAX: (407) 425-9596
To WSFA:
Winter Springs Festival of the Arts, Inc.
Lynn Cline, Director
1040 Elk Court N.
Winter Springs, Florida 32708
PH: (407) 695-3724
6.11 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered, shall be an
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original; but such counterparts shall together constitute but one and the same
instrument.
6.12 Public Record. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or
other writing ofWSF A related, directly or indirectly, to this Agreement, may
be deemed to be a Public Record whether in the possession or control of the
City or WSF A. Said record, document, computerized information and
program, audio or video tape, photograph, or other writing of WSF A 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, WSF A shall promptly supply copies of said public records to the
City. All books, cards, registers, receipts, documents, and other papers in
connection with this Agreement shall at any and all reasonable times during
the normal business hours ofWSFA be open and freely exhibited to the City
for the purpose of examination and/or audit.
6.13 Interpretation. Both the City and WSF A have participated in the drafting of
all parts of this Agreement. As a result, it is the intent of the parties that no
portion of this Agreement shall be interpreted more harsWy against either of
the parties as the drafter.
6.14 Independent Contractor. WSFA shall be considered an independent
contractors under this Agreement.
7.0
Entire Agreement. This Agreement represents the entire and integrated Agreement
between the parties and supersedes all prior negotiations, representations, or
Agreements, either oral or written, and all such matters shall be deemed merged into
this Agreement.
8.0 Sovereign Immunity. Nothing contained in this Agreement shall be construed as a
waiver of the City's right to sovereign immunity under Section 768.28, or other
limitations imposed on the City's potential liability under state or federal law.
9.0 General Liability Insurance. For all services performed hereunder WSF A shall
purchase and maintain, at its own expense, such general liability insurance, food and
alcoholic beverage liability insurance to cover claims for damages because of bodily
. injury or death of any person or property damage arising in any way out of the
services performed by WSF A under this Agreement. The insurance shall have
minimum limits of coverage of $1,000,000.00 per occurrence combined single limit
for bodily injury liability, property damage, and food and alcoholic beverage liability.
All insurance coverage shall be with insurer( s) approved by the City Manager and
licensed by the State of Florida to engage in the business of writing insurance. The
City shall be named on the foregoing insurance policies and endorsements as
"additional insured." WSF A shall cause its insurance carriers to furnish insurance
certificates and endorsements specifying the types and amounts of coverage in effect
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pursuant hereto, the expiration dates of such policies, and a statement that no
insurance under such policies will be canceled without thirty (30) days prior written
notice to the City in compliance with other provisions of this Agreement. WSF A shall
provide the certificates and endorsements to the City Manager at least sixty (60) days
prior to the Special Event. lfthe City has any objection to the coverage afforded by
or other provision of the insurance required to be purchased and maintained by WSF A
in accordance with this paragraph on the basis of its not complying with the
Agreement, the City shall notify WSFA in writing thereof within thirty (30) days of
the date of delivery of such certificates and endorsements to the City. For all services
performed pursuant to this Agreement and during the Special Event, WSF A shall
continuously maintain such insurance in the amounts, type, and quality as required by
this paragraph.
10.0 Indemnification and Hold Harmless. For all services performed pursuant to this
Agreement, WSF A agrees to the fullest extent permitted by law, to indemnify and
hold harmless the City and its employees, officers, and attorneys, from and against all
claims, losses, damages, personal injuries (including but not limited to death), or
liability (including reasonable attorney's fees through any and all administrative, trial,
post judgement and appellate proceedings), directly or indirectly arising from the
negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting
from WSFA's or WSFA's agents, employees, or volunteers: (I) performance of
services pursuant to this Agreement; (2) failure to properly train employees and
agents under WSFA's control or direction; (3) failure to remit any local, state, and
federal taxes due by WSF A as a result of the Special Event; and (4) failure to properly
plan, promote, manage, and operate the Special Event.
The iridemnification provided 'above"shall"obligate -WSFA to' defend at its own
expense or to provide for such defense, at the sole option of the City, as the case may
be, of any and all claims of liability and all suits and actions of every name and
description that may be brought against City or its employees, officers, and attorneys
which may result from the services under this Agreement whether the services be
performed by WSF A or anyone directly or indirectly employed or hired by it. In all
events the City shall be permitted to choose legal counsel of its sole choice, the fees
for which shall be subject to and included with this indemnification provided herein,
as long as said fees are reasonable.
11.0 Standard of Care. In performing its services hereunder, WSFA shall use that
.' degree of care and skill ordinarily exercised, under similar circumstances by reputable
members of its profession practicing in the same or similar locality.
12.0 Termination. Neither the City nor WSF A shall terminate this Agreement without the
written consent of the other party. Notwithstanding the foregoing WSF A understand
and agree the City shall have the sole discretion to determine, in the case of an
emergency, whether the event shall be held at Central Winds Park on the advertised
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..
Special Event to a date or dates which are acceptable to all parties, within ninety (90)
days immediately preceding the scheduled event.
13.0 Term. The Term of this Agreement shall be from the effective date until the full
completion and satisfaction of the terms and conditions of this Agreement by both
parties. Except that the indemnification and hold harmless provisions in Paragraph
10.0 shall remain in full force and effect and survive the termination of this Agreement
for any claims, losses, damages, personal injuries, or liability which may occur under
this Agreement.
14.0 WSFA. The undersigned person executing this Agreement on behalf of WSFA
hereby represents and warrants that he/she has the full authority to sign said
Agreement for WSF A and to fully bind WSF A to the terms and conditions set fourth
in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year written above.
CITY QiF WINTER SPRINGS, FL.
Winter Springs Festival of the Arts, Inc.
n . '~.?7?;>>~
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.' Ron MCLeml:?r~,' City Manager
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, r
By: (/'./1_____, .
r./, Cline:> irector
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