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HomeMy WebLinkAbout2000 03 27 Regular D Joint Venture Contract City of Winter Springs March 27, 2000 Regular Agenda Item "D" Page 1 of2 COMMISSION AGENDA ITEM D CONSENT INFORMATIONAL PUBLIC HEARING REGULAR X March 27, 2000 Meeting MGR. ~ /DEPT Authorization REQUEST: City Manager requesting City Commission to authorize the City Manager to enter into a joint venture contract with Mountain View Productions in the amount of $20,000 and The Rotary Club of Winter Springs for services related to the July 4,2000 Celebration, and approve the budget for the event. PURPOSE: The purpose of this agenda item is for the Commission to authorize the City Manager to enter into contracts necessary for the July 4, 2000 Celebration and authorize the budget for the event. CONSIDERATIONS: On December 6, 1999 the Commission gave approval of Consent Agenda Item "A" providing for a joint venture between the City, Rotary Club of Winter Springs and Mountain View Productions to produce the July 4, 2000 Celebration. The joint venture is designed to provide enhanced ftreworks, entertainment and concession operations. Mountain View Productions will use private sponsors to offset the cost of the event. The names of sponsors will be utilized in the marketing of the event. The production of the event will be handled by Mountain View Productions. Rotary will provide manpower for set-up, takedown, clean up, and trafftc control. Rotary will also contribute $2000 in cash or in kind contributions City of Winter Springs March 27, 2000 Regular Agenda Item "0" Page 2 of2 contributions equal to but not less than $2000 , to defray the cost of electric generators, tower lights, and portable toilets. FUNDING: The City Commission approved $25,000 in the FY 2000 budget for the event. Funds for the event will come from the General Fund and Rotary Club donations, and private sponsors recruited by Mountain View Productions. In no case will the City contract amount exceed $20,000 to Mountain View Productions. FY99 Actual FY 2000 Budget Revenues General Fund Rotary Club Private Sponsors $21,939 $25,000 $ 2,000 $29.000 Total $21.939 $56.000 Expenses Entertainment - Mountain View Entertainment - City Supplies - City $13,845 $ 8.094 $50,000 $ 1,455 $ 5.545 Total Expenses $21.939 $56.000 RECOMMENDATION: Staff is recommending that the Commission authorize the City Manager to enter into a joint venture agreement with Mountain View Productions and Rotary Club of Winter Springs in the amount of $20,000 to Mountain View Productions and to approve the budget for the event in the amount of $56,000. ATTACHMENTS: Attachment A - Joint Venture Contract Attachment B - December 6, 1999 Agenda Item A COMMISSION ACTION: ATTACHMENT "A" CITY OF WINTER SPRINGS, FLORIDA 4TH OF JULY SPECIAL EVENT AGREEMENT TIDS 4TH OF JULY SPECIAL EVENTS AGREEMENT ("Agreement") is made and entered into as of the _ day of , 2000, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation, and MOUNTAIN VIEW PRODUCTIONS, INC., a Florida Corporation ("Contractor") and ROTARY CLUB OF WINTER SPRINGS ("Rotary"). WITNESSETH: WHEREAS, City of Winter Springs desires to hold a 4th of July special event for the benefit of the public for purposes of celebrating independence day on July 4, 2000 at Central Winds Park, which is located and owned by the City of Winter Springs~ and WHEREAS, Contractor 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, Rotary desires to contract with City to provide assistance in operating the Special Event as more particularly described herein; and WHEREAS, the parties acknowledge and desire that the Special Event shall also benefit the rotary charities sponsored by The Rotary Club of Winter Springs~ and WHEREAS, Contractor and Rotary represent and warrant to City that they have 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, Contractor, and Rotary 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 1 announcements by billboard, poster, radio, television, or newspapers. c) "City Manager" shall mean the City Manager of the City 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 its employees, agents, and contractors. g) "Contractor" shall mean Mountain View Productions, Inc., a Florida Corporation and its employees, agents, and contractors. h) "Rotary" shall mean the Rotary Club of Winter Springs and its employees, agents, contractors, and volunteers. i) "Special Event" shall mean the outdoor 4th of July special event approved by City and held at Central Winds Park on July 4, 2000 or soon thereafter if said event is canceled as provided in paragraph 13.0 of this Agreement. The special event shall be planned, promoted, managed and operated by Contractor pursuant to this Agreement. j) "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. 2.2 Engagement. City hereby engages Contractor and Contractor agrees to perform the services outlined in this Agreement for the compensation stated in paragraph 5.2 of this Agreement. City hereby engages Rotary and Rotary agrees to perform the services outlined in this Agreement for the compensation paid by Contractor as stated in paragraph 5.1 of this Agreement. No prior or present agreements or representations regarding the Special Event shall be binding upon any of the parties hereto unless incorporated in this Agreement. 3.0 Contractor Scope of Services. Contractor agrees to perform the following services: 3. 1 Fireworks. Contractor shall provide a complete fireworks production produced by "Fireworks by Santore", or another duly qualified pyrotechnic fireworks producer acceptable to City Manager, to provide a fireworks display during the Special Event. The fireworks production shall include an original musical score 2 3.2 Special Event. Contractor shall Advertise, produce, plan, promote, manage, and operate the Special Event in cooperation with the City. In furtherance thereof, Contractor agrees to keep the City Manager fully infonned of its plan to promote, manage, and operate the Special Event so that City can reasonably satisfy its obligations under this Agreement and reasonably address issues of public health, safety, and welfare related to the Special Event. 3.3 Food and Beverage. Contractor agrees to provide all food and beverage concessions for the Special Event, except for food and beverage concessions at the concession building located in the center ofthe baseball complex at Central Winds Park which will be provided by City. Contractor shall retain all fees and commissions from the concessions provided by Contractor. Alcoholic beverages shall be limited to beer and wine, if provided. 3.4 Sponsorship; Event Fees. Unless otherwise provided in this Agreement or agreed to in a separate writing, Contractor shall retain the sole right to all sponsorships and paid fees for the Special Event. 3.5 Staging; Other Production Materials. Contractor shall provide all staging and production materials necessary to produce a high quality Special Event including, but not limited to, professional audio system with delay stack, staging and stage lighting, golf carts, radios, tents, and catering for statT 3.6 Professional Main Stage Entertainment. Contractor shall provide professional main stage entertainment during the Special Event (e.g. Groove Logic/Swingerhead). 3.7 City Special Event Policy. Contractor agrees to comply with the City's written Special Event Policy deemed applicable to the Special Event by the City Manager. 3.8 Permits. Contractor shall obtain all local, state, and federal permits necessary to hold the Special Event. City shall waive all City permit fees for the Special Event. 4.0 Rotary Scope of Services. Rotary agrees to perfonn the following services: 4.1 Parking Control. Rotary agrees to assist the City in parking control at the Special Event, as directed by the City Manager. 4.2 Clean-up. Rotary agrees to assist the City in cleaning up Central Winds Park after the Special Event, including the collection and removal of trash and debris and other clean-up duties assigned and directed by the City Manager. 4.3 Set-Up. Rotary agrees to assist Contractor and the City in setting up facilities for the Special Event. Set-up shall begin at 9:00 a.m. on the day prior to the Special Event, unless otherwise directed by the City Manager. 3 4.4 Entertainment. Rotary agrees to provide voluntary family-oriented entertainment at no cost to the City beginning at 3:00 p.m. on July 4, 2000 and continuing until the initiation of the fireworks show on the same day. 5.0 Compensation; Expenses. 5.1 To The Rotary Club of Winter Springs. Contractor agrees to pay Rotary Twelve Thousand and No/IOO Dollars ($12,000.00). Unless otherwise provided in paragraph 13.0 of this Agreement, full payment shall be presented by Contractor to Rotary Club during the evening of the Special Event. 5.2 To Contractor. Contractor's sole compensation from City shall be Twenty Thousand and No/IOO Dollars ($20,000.00) for all services rendered by Contractor under this Agreement. City shall pay Contractor said amount in three (3) installment payments as follows: (a) Upon all the parties fully executing this Agreement, City shall pay Contractor a non- refundable first installment in the amount of Five Thousand and No/lOO Dollars ($5,000.00). (b) On or before May 4, 2000, City shall pay Contractor the second installment in the amount of Five Thousand and No/lOO Dollars ($5,000.00). (c) On or before June 4, 2000, City shall pay Contractor the third installment in the amount ofTen Thousand and No/lOO Dollars ($10,000.00). 5.3 To City. Within ten (10) days of the conclusion of the Special Event, Rotary shall pay City Two Thousand and No/IOO Dollars ($2,000.00) to defray the City's cost of providing the Special Event. 5.4 Contractor and Rotary Expenses. Unless otherwise provided in this Agreement, Contractor and Rotary shall pay all costs and expenses necessary for Contractor and Rotary to satisfy their respective obligations under this Agreement. If Contractor and/or Rotary causes any damage to Central Winds Park, the party causing the damage agrees to reimburse the City for any out-of-pocket expense the City may incur as a result of such damage. 5.5 City Expenses. City shall provide the following services and facilities for the Special Event: (1) Central Winds Park on the day of the 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 area; (5) City fire and police services as deemed reasonably necessary by the City Manager; (6) dressing rooms; (7) clean up of Central Winds Park and surrounding area; (8) parking and parking coordination; and (9) repair of damage incurred to Central Winds Park caused by 4 unforseen weather conditions. 6.0 Due Diligence. Contractor and Rotary acknowledge that each party 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 insurance, permits, professional entertainment, fireworks, and the steps necessary to complete the services within the time set forth herein. The Contractor and Rotary warrant unto the City that each party has the competence and abilities to carefully, professionally, and faithfully complete their respective services under this Agreement in the manner and within the time limits proscribed herein. The Contractor and Rotary will perform their respective services under this Agreement with due and reasonable diligence consistent with sound professional and labor practices. 7.0 Miscellaneous: 7.1 Time is of the Essence. Time is of the essence of this Agreement. 7.2 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. 7.3 No Assignment. This Agreement shall not be assigned or transferred. 7.4 Third Party Rights. This Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any party not expressly a party to this Agreement. 7.5 Further Assurances. From and after the execution of this Agreement, each ofthe 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. 7.6 Legal Representation. The parties acknowledge that Anthony A. Garganese, Esquire, and Amari & Theriac, P.A., and the 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. 7.7 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. 5 7.8 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, exclusive jurisdiction shall be in the trial courts located in Seminole County, Florida, any objections as to jurisdiction or venue in such courts being expressly waived. 7.9 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 the 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. 7.10 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. 7.11 Notices. Any notice, request, instruction, or other document to be given as 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 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 City of Winter Springs: Ron Mclemore, City Manager 1126 East S.R. 434 Winter Springs, Florida 32708 PH: (407) 327-5957 FAX: (407) 327-4753 To Contractor: Mountain View Productions, Inc. Vince Silanskas, President 812 Meadow Park Drive Clermont, Florida 34711 PH: (352) 394-7669 FAX: (407) 656-6396 To Rotary: Rotary Club of Winter Springs William F. Geisler, President PO Box 195235 Winter Springs, Florida 32719-5235 6 7.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same instrument. 7.13 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 Contractor and/or Rotary related, directly or indirectly, to this Agreement, shall be deemed to be a Public Record whether in the possession or control of the City, Contractor or Rotary. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor and/or Rotary 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 Contractor and/or Rotary 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 during normal business hours of Contractor and/or Rotary be open and freely exhibited to the City for the purpose of examination and/or audit. 7.14 Interpretation. The City, Contractor, and Rotary 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. 7.15 Independent Contractor. Contractor and Rotary shall be considered independent contractors under this Agreement. 8.0 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. 9.0 Sovereign Immunity. Nothing contained in this Agreement shall be construed as a waiver ofthe 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. 10.0 General Liability Insurance. For all services performed hereunder, the Contractor shall purchase and maintain, at its own expense, such general liability insurance, food and liquor liability insurance, fireworks liability insurance and automobile 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 Contractor under this Agreement. Rotary shall purchase and maintain, at its own expense, such general liability insurance and automobile liability insurance (if automobile insurance is deemed applicable and necessary by the City Manager) 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 Rotary under this Agreement The insurance shall have minimum limits of coverage of $1,000,000.00 per 7 occurrence combined single limit for bodily injury liability, property damage liability, and food and liquor liability. This shall include, but not be limited to, automobile liability of owned vehicles, hired and non-owned vehicles, and employee non-ownership. 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 of insurance. The City shall be named on the foregoing insurance policies as "additional insured." The Contractor and Rotary shall cause its insurance carriers to furnish insurance certificates and endorsements specifying the types and amounts of coverage in effect 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. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by the Contractor and/or Rotary in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify the Contractor and/or Rotary 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, the Contractor and Rotary shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 11.0 Indemnification and Hold Harmless. To the fullest extent permitted by law, both Contractor and Rotary agree 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 judgment and appellate proceedings), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from their own: (i) performance of services pursuant to this Agreement; (ii) failure to properly train employees under their control or direction; and (iii) failure to remit any local, state, and federal taxes due by them as a result of the Special Event. The indemnification provided above shall obligate the indemnifying party 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 the City or its employees, officers, and attorneys which may result from the indemnifying party's services under this Agreement whether the services be performed by the indemnifying party or anyone directly or indirectly employed or hired by them. 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. 12.0 Standard of Care. In performing its services hereunder, the Contractor and Rotary shall use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of their respective professions practicing in the same or similar locality. 13.0 Termination. By written notice to Contractor and Rotary, the City shall have the right to cancel the Special Event and this Agreement at any time, without penalty, under the following conditions: 8 13.1 If the Special Event is canceled on or before June 3, 2000, all fees paid by the City to Contractor, except the non-refundable $5,000.00 first installment, shall be refunded to the City within five (5) business days. In this event, Contractor shall not be required to pay Rotary as provided in paragraph 5.1 of this Agreement. 13.2 If the Special Event is canceled on or between June 4, 2000 and June 19,2000, Contractor shall retain all fees paid by the City to Contractor under this Agreement. However, in this event, Contractor agrees to reschedule and produce a special event, as required under this Agreement, at no additional cost to the City. Further, Contractor agrees to pay Rotary Six Thousand and No/lOO Dollars ($6,000.00) on July 4, 2000 and an additional Six Thousand on the date ofthe rescheduled special event. The rescheduled special event must occur no later than October 1, 2000. If the special event is not rescheduled by this date, Contractor, Rotary, and City shall be released of any and all obligations under this Agreement. 13.3 If the Special Event is canceled on or after June 20, 2000, but on or before July 1, 2000, Contractor shall retain all fees paid by the City to Contractor under this Agreement. However, in this event, Contractor agrees to reschedule and produce a special event, as required under this Agreement, for an additional cost of Seven Thousand Five Hundred and No/lOO Dollars ($7,500.00) or the City can choose to have Contractor reschedule and produce a fireworks with audio production only event at no additional cost. In addition, Contractor shall pay Rotary Six Thousand and No/lOO ($6,000.00) on July 4,2000 and an additional Six Thousand and No/lOO Dollars ($6,000.00) on the date of the rescheduled special event. The rescheduled special event must occur no later than October 1,2000. If the special event is not rescheduled by this date, Contractor, Rotary, and City shall be released of any and all obligations under this Agreement. 13.4 If the Special Event is canceled on or after July 1,2000, but on or before July 4, 2000, Contractor shall retain all fees paid by the City to Contractor under this Agreement. However, in this event, Contractor agrees to reschedule and produce a special event, as required under this Agreement, for an additional cost of Eleven Thousand Five Hundred and No/lOO Dollars ($11,500.00) or the City can choose to have Contractor reschedule and produce a fireworks with audio production only event at an additional cost of Five Thousand and No/lOO Dollars ($5,000.00). In addition, Contractor shall pay Rotary Six Thousand and No/lOO ($6,000.00) on July 4,2000 and an additional Six Thousand and No/lOO Dollars ($6,000.00) on the date of the rescheduled special event The rescheduled special event must occur no later than October 1,2000. If the special event is not rescheduled by this date, Contractor, Rotary, and City shall be released of any and all obligations under this Agreement. 14.0 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 all parties or the termination of this Agreement pursuant to paragraph 13.0. Except that the indemnification 9 provision contained in paragraph 11.0 shall remain in full force and effect for any claims, losses, damages, personal injuries, or liability which may occur under this Agreement. 15.0 Contractor's Si2natorv. Each undersigned person executing this Agreement on behalf of Contractor or Rotary hereby represent and warrant that he/she has the full authority to sign the Agreement on behalf of the party he/she is signing and to fully bind the party they are signing on behalf to the terms and conditions set forth in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY: CONTRACTOR: CITY OF WINTER SPRINGS, FLORIDA: MOUNTAIN VIEW PRODUCTIONS, INC. By: Ron Mclemore, City Manager By: Vince Silanskas, President Date: Date: ROTARY: ROTARY CLUB OF WINTER SPRINGS: By: William F. Geisler, President Date: 10 ATTACHMENT "B" City ofWmter Springs December 6, 1999 Consent Agenda Item "An Page1of2 COMMISSION AGENDA ITEM A Consent X Informational Public Hearings Regular December 6, 1999 Meeting Mgr.~ D.pt Authorization REQUEST: City Manager requesting the Commission to consider approval of a public/private partnership between the City of Winter Springs, Winter Springs Rotary Club, and Mountain View Productions to raise monies for Winter Springs Rotary Club charities through joint sponsorship of the July 4, 2000 Holiday Celebration. PURPOSE: To raise funds for Winter Springs Rotary Club charities that will be 100% directed to Winter Springs CONSIDERATIONS: Each year Rotary Club has several fundraisers to fund Rotary charities. Prior year fund raisers which were funded by private sponsors are not possible in the year 2000 due to the increasi.ng demand of private sponsors for public participation (public exposure) at the events. Mountain View Productions is willing to undertake the event again this year for Rotary and guarantee a donation to Rotary Club charities in the amount of $12,000, if the City will allow Mountain View Productions to combine the Rotary event with the July 4, 2000 Holiday Celebration. Due to the large numbers of persons attending the July 4, 1999 Holiday Celebration, Mountain View Productions will be able to attract a larger sponsor that will underwrite the cost of the project over and beyond the city's normal level of funding. The benefit of this approach is as follows: 1. Mountain View Productions will organize and manage the event, including entertainment, fireworks, and concession management. 2. Mountain View Productions will produce higher quality entertainment and fireworks than last year for the same amount of funds spent last year by the city. City of\Vmter Springs December 6. 1999 Consent Agendaltem "A" Page 20f2 3. Mountain View Productions will provide private sector sponsors to underwrite the event and donations to Rotary Club charities. 4. Rotary Club will direct all funds earned from the event to the charitable needs of Winter Springs children. 5. Rotary Club members will assist the city in crowd control, and grounds maintenance. Mountain View Productions will receive the contract for providing fireworks and entertainment for the July 4, 2000 Holiday Celebration and revenues from concessions. FUNDING: The cost to the City will be as follows: FY 2000 FY99 A.P.C. Entertainment Mountain View Productions Public Safety Miscellaneous Total $20,000 $20,000 $ 4,000 $ 2.000 $26,000 $ 4,000 $ 2.000 $26,000 RECOMMENDATION: It is recommended that the Commission authorize a publici private partnership between the City of Winter Springs, Winter Springs Rotary Club, and Mountain View Productions and a private sector sponsor to be provided by Mountain View Productions for the July 4, 2000 Holiday Celebration. ATTACHMENTS: Mountain View Productions proposal. COMMISSION ACTION: CITY OF WINTER SPRINGS, FLORIDA 4TH OF JULY SPECIAL EVENT AGREEMENT THIS 4TH OF JULY SPECIAL EVENTS AGREEMENT ("Agreement") is made and entered into as of the ~_ day of ~ , 2000, by and between the CITY OF WINTER SPRINGS, a Florida M nicipal Corporation, and MOUNTAIN VIEW PRODUCTIONS, INC., a Florida Corporation ("Contractor") and ROTARY CLUB OF WINTER SPRINGS ("Rotary"). WTTNESSETH: WHEREAS, City of Winter Springs desires to hold a 4th of July special event for the benefit of the public for purposes of celebrating independence day on July 4, 2000 at Central Winds Park, which is located and owned by the City of Winter Springs; and WHEREAS, Contractor 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, Rotary desires to contract with City to provide assistance in operating the Special Event as more particularly described herein.; and WHEREAS, the parties acknowledge and desire that the Special Event shall also benefit the rotary charities sponsored by The Rotary Club of Winter Springs; and WHEREAS, Contractor and Rotary represent and warrant to City that they have 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, Contractor, and Rotary 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. c} "City Manager" shall mean the City Manager of the City 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 its employees, agents, and contractors. g) "Contractor" shall mean Mountain View Productions, Inc., a Florida Corporation and its employees, agents, and contractors. h) "Rotary" shall mean the Rotary Club of Winter Springs and its employees, agents, contractors, and volunteers. i) "Special Event" shall mean the outdoor 4th of July special event approved by City and held at Central Winds Park on July 4, 2000 or soon thereafter if said event is canceled as provided in paragraph 13.0 of this Agreement. The special event shall be planned, promoted, managed and operated by Contractor pursuant to this Agreement. j) "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. 2.2 Engagement. City hereby engages Contractor and Contractor agrees to perform the services outlined in this Agreement for the compensation stated in paragraph 5.2 of this Agreement. City hereby engages Rotary and Rotary agrees to perform the services outlined in this Agreement for the compensation paid by Contractor as stated in paragraph 5.1 of this Agreement. No prior or present agreements or representations regarding the Special Event shall be binding upon any of the parties hereto unless incorporated in this Agreement. 3.0 Contractor Scope of Services. Contractor agrees to perform the following services: 3.1 Fireworks. Contractor shall provide a complete fireworks production produced by 2 "Fireworks by Santore", or another duly qualified pyrotechnic fireworks producer acceptable to City Manager, to provide a fireworks display during the Special Event. The fireworks production shall include an original musical score 3.2 Special Event. Contractor shall Advertise, produce, plan, promote, manage, and operate the Special Event in cooperation with the City. In furtherance thereof, Contractor agrees to keep the City Manager fully informed of its plan to promote, manage, and operate the Special Event so that City can reasonably satisfy its obligations under this Agreement and reasonably address issues of public health, safety, and welfare related to the Special Event. 3.3 Food and Beverage. Contractor agrees to provide all food and beverage concessions 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 provided by City. Contractor shall retain all fees and commissions from the concessions provided by Contractor. Alcoholic beverages shall be limited to beer and wine, if provided. 3.4 Sponsorship; Vendors; Event Fees. Unless otherwise provided in this Agreement or agreed to in a separate writing, Contractor shall retain the sole right to all sponsorships and paid fees for the Special Event. Notwithstanding, Contractor agrees to submit the names of any and all proposed sponsors and vendors of the Special Event, and a description of the products/services to be sold at the Special Event, to the City Manager for approval. The City reserves the unconditional right to approve all of said sponsors, vendors, and products of the Special Event. Contractor acknowledges that the Special Event is intended to be a traditional family oriented event and that all sponsors, vendors, and products of the Special Event shall promote, and be consistent with, this family oriented theme. 3.5 Staging; Other Production Materials. Contractor shall provide all staging and production materials necessary to produce a high quality Special Event including, but not limited to, professional audio system with delay stack, staging and stage lighting, golf carts, radios, tents, and catering for staff. 3.6 Professional Main Stage Entertainment. Contractor shall provide professional main stage entertainment during the Special Event (e.g. Groove Logic/Swingerhead). 3.7 City Special Event Policy. Contractor agrees to comply with the City's written Special Event Policy deemed applicable to the Special Event by the City Manager. 3.8 Permits. Contractor shall obtain all local, state, and federal permits necessary to hold the Special Event. City shall waive all City permit fees for the Special Event. 3 4.0 Rotary Scope of Services. Rotary agrees to perform the following services: 4.1 Parking Control. Rotary agrees to assist the City in parking control at the Special Event, as directed by the City Manager. 4.2 Clean-up. Rotary agrees to assist the City in cleaning up Central Winds Park after the Special Event, including the collection and removal of trash and debris and other clean-up duties assigned and directed by the City Manager. 4.3 Set-Up. Rotary agrees to assist Contractor and the City in setting up facilities for the Special Event. Set-up shall begin at 9:00 a.m. on the day prior to the Special Event, unless otherwise directed by the City Manager. 4.4 Entertainment. Rotary agrees to provide voluntary family-oriented entertainment at no cost to the City beginning at 3:00 p.m. on July 4, 2000 and continuing until the initiation of the fireworks show on the same day. 5.0 Compensation; Expenses. 5.1 To The Rotary Club of Winter Springs. Contractor agrees to pay Rotary Twelve Thousand and No/100 Dollars ($12,000.00). Unless otherwise provided in paragraph 13.0 of this Agreement, full payment shall be presented by Contractor to Rotary Club during the evening of the Special Event. 5.2 To Contractor. Contractor's sole compensation from City shall be Twenty Thousand and No/100 Dollars ($20,000.00) for all services rendered by Contractor under this Agreement. City shall pay Contractor said amount in three (3) installment payments as follows: (a) Upon all the parties fully executing this Agreement, City shall pay Contractor a non- refundable first installment in the amount of Five Thousand and No/100 Dollars ($5,000.00). (b) On or before May 4, 2000, City shall pay Contractor the second installment in the amount of Five Thousand and No/100 Dollars ($5,000.00). (c) On or before June 4, 2000, City shall pay Contractor the third installment in the amount of Ten Thousand and No/100 Dollars ($10,000.00). 5.3 To City. Within ten (10) days of the conclusion of the Special Event, Rotary shall pay City Two Thousand and No/100 Dollars ($2,000.00) to defray the City's cost of providing the Special Event. 4 5.4 Contractor and Rotary Expenses. Unless otherwise provided in this Agreement, Contractor and Rotary shall pay all costs and expenses necessary for Contractor and Rotary to satisfy their respective obligations under this Agreement. If Contractor and/or Rotary causes any damage to Central Winds Park, the party causing the damage agrees to reimburse the City for any out-of-pocket expense the City may incur as a result of such damage. 5.5 City Expenses. City shall provide the following services and facilities for the Special Event: (1) Central Winds Park on the day of the 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; additiona120 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 area; (5) City fire and police services as deemed reasonably necessary by the City Manager; (6) dressing rooms; (7) clean up of Central Winds Park and surrounding area; (8) parking and parking coordination; and (9) repair of damage incurred to Central Winds Park caused by unforseen weather conditions. 6.0 Due Diligence. Contractor and Rotary acknowledge that each party 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 insurance, permits, professional entertainment, fireworks, and the steps necessary to complete the services within the time set forth herein. The Contractor and Rotary warrant unto the City that each party has the competence and abilities to carefully, professionally, and faithfully complete their respective services under this Agreement in the manner and within the time limits proscribed herein. The Contractor and Rotary will perform their respective services under this Agreement with due and reasonable diligence consistent with sound professional and labor practices. 7.0 Miscellaneous: 7.1 Time is of the Essence. Time is of the essence of this Agreement. 7.2 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. 7.3 No Assignment. This Agreement shall not be assigned or transferred. 7.4 Third Party Rights. This Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any party not expressly a party to this Agreement. 7.5 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. 7.6 Legal Representation. The parties acknowledge that Anthony A. Garganese, Esquire, and Amari & Theriac, P.A., and the 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. 7.7 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. 7.8 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, exclusive jurisdiction shall be in the trial courts located in Seminole County, Florida, any objections as to jurisdiction or venue in such courts being expressly waived. 7.9 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 the 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. 7.10 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. 7.11 Notices. Any notice, request, instruction, or other document to be given as 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 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 6 notice as provided herein): To City of Winter Springs: Ron Mclemore, City Manager 1126 East S.R. 434 Winter Springs, Florida 32708 PH: (407) 327-5957 FAX: (407) 327-4753 To Contractor: Mountain View Productions, Inc. Vince Silanskas, President 812 Meadow Park Drive Clermont, Florida 34711 PH: (352) 394-7669 FAX: (407) 656-6396 To Rotary: Rotary Club of Winter Springs William F. Geisler, President PO Box 195235 Winter Springs, Florida 32719-5235 7.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same instrument. 7.13 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 Contractor and/or Rotary related, directly or indirectly, to this Agreement, shall be deemed to be a Public Record whether in the possession or control of the City, Contractor or Rotary. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor and/or Rotary 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 Contractor and/or Rotary 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 during normal business hours of Contractor and/or Rotary be open and freely exhibited to the City for the purpose of examination and/or audit. 7.14 Interpretation. The City, Contractor, and Rotary 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. 7 7.15 Independent Contractor. Contractor and Rotary shall be considered independent contractors under this Agreement. 8.0 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. 9.0 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, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. 10.0 General Liability Insurance. For all services performed hereunder, the Contractor shall pwchase and maintain, at its own expense, such general liability inswance, food and liquor liability insurance, fireworks liability inswance and automobile 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 Contractor under this Agreement. Rotary shall pwchase and maintain, at its own expense, such general liability inswance and automobile liability inswance (if automobile insurance is deemed applicable and necessary by the City Manager) 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 Rotary under this Agreement The inswance shall have minimwn limits of coverage of $1,000,000.00 per occurrence combined single limit for bodily injury liability, property damage liability, and food and liquor liability. This shall include, but not be limited to, automobile liability of owned vehicles, hired and non-owned vehicles, and employee non-ownership. All inswance coverage shall be with inswer(s) approved by the City Manager and licensed by the State of Florida to engage in the business of writing of insurance. The City shall be named on the foregoing inswance policies as "additional inswed." The Contractor and Rotary shall cause its inswance carriers to furnish inswance certificates and endorsements specifying the types and amounts of coverage in effect 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. If the City has any objection to the coverage afforded by or other provision of the inswance required to be pwchased and maintained by the Contractor and/or Rotary in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify the Contractor and/or Rotary in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. For all services performed pwsuant to this Agreement and during the Special Event, the Contractor and Rotary shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 11.0 Indemnification and Hold Harmless. To the fullest extent permitted by law, both Contractor and Rotary agree 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 judgment and appellate proceedings), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from their own: (i) performance of services pursuant to this Agreement; (ii) failure to properly train employees under their control or direction; and (iii) failure to remit any local, state, and federal taxes due by them as a result of the Special Event. The indemnification provided above shall obligate the indemnifying party 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 the City or its employees, officers, and attorneys which may result from the indemnifying party's services under this Agreement whether the services be performed by the indemnifying party or anyone directly or indirectly employed or hired by them. 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. 12.0 Standard of Care. In performing its services hereunder, the Contractor and Rotary shall use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of their respective professions practicing in the same or similar locality. 13.0 Termination. This Agreement may be terminated under the following conditions: 13.1 By City. By written notice to Contractor and Rotary, the City shall have the right to cancel the Special Event and this Agreement at any time, without penalty, under the following conditions: A. If the Special Event is canceled on or before June 3, 2000, all fees paid by the City to Contractor, except the non-refundable $5,000.00 first installment, shall be refunded to the City within five (5) business days. In this event, Contractor shall not be required to pay Rotary as provided in paragraph 5.1 of this Agreement. B. If the Special Event is canceled on or between June 4, 2000 and June 19, 2000, Contractor shall retain all fees paid by the City to Contractor under this Agreement. However, in this event, Contractor agrees to reschedule and produce a special event, as required under this Agreement, at no additional cost to the City. Further, Contractor agrees to pay Rotary Six Thousand and No/100 Dollars ($6,000.00) on July 4, 2000 and an additional Six Thousand on the date of the rescheduled special event. The rescheduled special event must occur no later than October 1, 2000. If the special event is not rescheduled by this date, Contractor, Rotary, and City shall be released of any and all obligations under this Agreement. C. If the Special Event is canceled on or after June 20, 2000, but on or before July 1, 2000, Contractor shall retain all fees paid by the City to Contractor under this 9 Agreement. However, in this event, Contractor agrees to reschedule and produce a special event, as required under this Agreement, for an additional cost of Seven Thousand Five Hundred and No/100 Dollars ($7,500.00) or the City can choose to have Contractor reschedule and produce a fireworks with audio production only event at no additional cost. In addition, Contractor shall pay Rotary Six Thousand and No/100 ($6,000.00) on July 4, 2000 and an additional Six Thousand and No/100 Dollars ($6,000.00) on the date of the rescheduled special event. The rescheduled special event must occw no later than October 1, 2000. If the special event is not rescheduled by this date, Contractor, Rotary, and City shall be released of any and all obligations under this Agreement. D. If the Special Event is canceled on or after July 1, 2000, but on or before July 4, 2000, Contractor shall retain all fees paid by the City to Contractor under this Agreement. However, in this event, Contractor agrees to reschedule and produce a special event, as required under this Agreement, for an additional cost of Eleven Thousand Five Hundred and No/100 Dollars ($11,500.00) or the City can choose to have Contractor reschedule and produce a fireworks with audio production only event at an additional cost of Five Thousand and No/100 Dollars ($5,000.00). In addition, Contractor shall pay Rotary Six Thousand and No/100 ($6,000.00) on July 4, 2000 and an additional Six Thousand and No/100 Dollars ($6,000.00) on the date of the rescheduled special event. The rescheduled special event must occw no later than October 1, 2000. If the special event is not rescheduled by this date, Contractor, Rotary, and City shall be released of any and all obligations under this Agreement. 13.2 By Contractor. By written notice to City and Rotary, the Contractor may cancel this Agreement at any time. However, upon termination, the Contractor shall fully reimburse the City all monies paid by City under this Agreement. 13.3 By Rotary. By written notice to City and Contractor, Rotary may cancel their obligations under this Agreement at any time. However, if Rotary terminates their obligations under this Agreement, Rotary shall forfeit any and all right to compensation under this Agreement. Upon termination by Rotary, City shall have the right to designate another charitable organization to receive the compensation due Rotary under this Agreement by providing written notice to Contractor. 14.0 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 all parties or the termination of this Agreement pursuant to paragraph 13.0. Except that the indemnification provision contained in paragraph 11.0 shall remain in full force and effect for any claims, losses, damages, personal injuries, or liability which may occur under this Agreement. 15.0 Contractor's Signatory. Each undersigned person executing this Agreement on behalf of Contractor or Rotary hereby represent and warrant that he/she has the full authority to sign 10 the Agreement on behalf of the party he/she is signing and to fully bind the party they are signing on behalf to the terms and conditions set forth in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY: CONTRACTOR: CITY OF WINTER SPRINGS, FLORIDA: MOUNTAIN VIEW P DUCTIONS, INC. _.._. .1 Ron Mclemore, City Manager Vince Silanskas, President Date: ~~ ~r~' ~~ Date: ROTARY: ROTARY CLUB OF WINTER SPRINGS: ®~ ,, Will-liam F. Geisler, Pr i ent i Dater ~~