HomeMy WebLinkAbout2009 09 14 Regular 601 Agreement between City of Winter Springs And Oviedo-Winter Springs Chamber of CommerceCOMMISSION AGENDA
ITEM 601
Consent
Informational
Public Hearing
Regular X
�� ,,,
September 14, 2009
�, 1����� ��,
Regular Meeting �* Mgr. / Dept.
Authorization
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 Oviedo-Winter Springs Chamber of Commerce.
PURPOSE: The purpose of this item is to obtain Commission approval to execute the
Agreement for the 2" Annual Winter Springs Festival of the Arts to be held
on Blumberg Blvd. on October 24 and 25, 2009 from 10 a.m. — 5 p.m.
CONSIDERATIONS:
• Last year's first Winter Springs Festival of the Arts was very successful.
• This year's Festival promises to be even better because of its rating, the number of
artists who have applied, and more promotion including banners.
• The Festival celebrates the appreciation of art, wine, and jazz attracting residents and
visitors to the upscale village center. Fine art presentations will include sculpture and
clay, drawing, graphics, pastels, crafts, jewelry, mixed media, painting, photography,
and digital media as well as performing arts. There will also be a children's art
activity area as well as student and senior art exhibits.
• City staff has met with Chamber representatives to clearly address Chamber and City
responsibilities.
• Chamber Expenses:
o Unless otherwise provided in this Agreement, Permittee shall pay all costs and
expenses necessary for the Permittee to satisfy its obligations under this
Agreement including, but not limited to, (1) City police services (Overtime) at
a cost not to exceed $3,240.00, unless public safety concerns arise during the
Special Event and additional overtime is authorized by the City Manager; (2)
City public works services (Overtime) at a cost not to exceed $200.00 unless
public safety concerns arise during the Special Event and additional overtime
is authorized by the City Manager; (3) City parks and recreation services
(Overtime) at a cost not to exceed $250.00; (4) general supervision of the
medians regarding pedestrians and vehicular traffic; (5) actual cost to repair
any damage to Blumberg Boulevard and adjacent areas incurred as a direct
Agenda Item Regular 601
September 14, 2009
Page 2
result of the Special Event; (6) all advertising, directional, informational and
like signage for the Special Event; (7) parking coordination for artists,
vendors, and public; (8) stage, sound system, lighting, and entertainment; (9)
all food and beverages; (10) all generators needed for the event; (11) portable
restroom facility (cleaning and stocking); (12) clean up during and at the
conclusion of the event. Payment for any expenses owed to the City under
this provision shall be made no later than 10 (10) days following the City's
submission of such expense to Permittee.
The Winter Springs Festival of the Arts will promote the City of Winter Springs,
Town Center, and Blumberg Blvd. This event is expected to attract 15,000-20,000
people.
FUNDING:
City Expenses:
City shall provide the following services and facilities for the Special Event: (1) promotion of
the event through the Insider, utility bills, and City website; (2) hanging and removal of 26
Festival of the Arts banners on existing pole brackets. Also, additional banners should the City
obtain additional brackets; (3) hanging and removal of a 5' x 30' ft. banner on the Trail Bridge
upon approval from Seminole County; (4) use of electric and potable water as available on
Blumberg Blvd.; (5) site preparation including mowing of the Special Event site and the addition
of donated mulch as needed; (6) spraying of a barrier spray and mosquito spray; (7) installation
and removal of a lime rock parking lot curb; (8) road closure and re-opening of Blumberg Blvd
with cones and signage; (9) installation and removal of two (2) City owned light towers and
diesel fuel for same; (10) trash container and liners; (11) Use of two (2) Parks Department Gator
vehicles for the Special Event; (12) County fire and first aid services; (13) Request the shutting
down of irrigation at Town Center Apartments on Special Event dates.
Most city expenses involve city staff time and equipment during regular work hours. Also, no
additional city purchases for the event.
RECOMMENDATIONS:
The Parks and Recreation Department is recommending the City Commission to authorize the
City Manager to execute the permit agreement between the City of Winter Springs and the
Oviedo-Winter Springs Regional Chamber of Commerce to conduct the 2 °d Annual Winter
Springs Festival of the Arts subject to any minor modification by the City Attorney.
ATTACHMENTS:
Attachment #1 City of Winter Springs, 2 °d Annual Winter Springs Festival of the Arts
Permit Agreement.
COMMISSION ACTION:
CITY OF WINTER SPRINGS, FLORIDA
2nd ANNUAL WINTER SPRINGS FESTIVAL OF THE ARTS
PERMIT AGREEMENT
THIS PERMIT AGREEMENT ("Agreement") is made and entered into as of the
day of , 2009 by and between the CITY OF WINTER SPRINGS, a Florida
municipal corporation ("City"), and THE GREATER OVIEDO CHAMBER OF
COMMERCE, INCORPORATED, a Florida non profit corporation d/b/a OVIEDO-
WINTER SPRINGS REGIONAL CHAMBER OF COMMERCE ("Permittee").
WITNESSETH:
WHEREAS, Permittee desires to hold a Special Event for the benefit of the public in the
interest of increasing public awareness of fine art, wine and jazz through the production of the
annual Winter Springs Festival of the Arts on October 23, 24 and 25, 2009 on Blumberg
Boulevard and adjacent areas, located in and owned by the City of Winter Springs, Florida; and
WHEREAS, Permittee desires a permit from the City which would autharize the
Permittee to hold the 2 °d Annual Winter Springs Festival of the Arts at Blumberg Boulevard and
adjacent areas as permitted under the terms of this Agreement; and
WHEREA5, Permittee represents and warrants that it has the personnel, tools, materials,
and experience to satisfy the permit requirements set forth hereunder and to provide the Special
Event 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) "Advertise" shall mean the act of publicly announcing or calling attention to
the Special Event and could include, but not limited to, the distribution of
handbills or mass mailings, the use of outdoor advertising and announcements
by billboard, poster, radio, television, or newspapers.
b) "Agreement" or "Contract" shall mean this Agreement and all exhibits and
addendums thereto between the City and Permittee regarding the Special
Event permitted herein.
Winter Springs Festival of the Arts
City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce
Page 1 of 9
c) "Blumberg Boulevard" shall mean the public right of way and park owned
and maintained by the City, generally located within the City of Winter
Springs Town Center adjacent to Tuscawilla Rd.
d) "City" shall mean the City of Winter Springs, a Florida municipal corporation
and its employees, agents and contractors.
e) "City Manager" shall mean the City manager of the Winter Springs, Florida or
his designee.
f) "Permittee" shall mean THE GREATER OVIEDO CHAMBER OF
COMMERCE, INCORPORATED, a Florida non profit corporation, d/b/a
OVIEDO-WINTER SPRINGS REGIONAL CHAMBER OF COMMERCE
and its officers, employees, agents, and its contractors.
g) "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.
h) "Public Records" is as described in section 119.011(11), Florida Statutes.
i) "Special Event" shall mean the outdoor Winter Springs Festival of the Arts to
be held along Blumberg Boulevard on October 23, 24, and 25, 2009 and
further described in this permit Agreement. The Special Event shall be
planned, promoted, managed, and operated by the Permittee pursuant to the
terms of this Agreement.
2.2 Permit. The City hereby permits the Permittee and the Permittee agrees to
provide the Special Event outlined in this Agreement. 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 Special Event. Permittee agrees to provide the following Special Event under
the following special operating conditions:
3.1 Special Event. Permittee shall Advertise, produce, plan, promote, manage and
operate the Special Event in cooperation with the City. In furtherance thereof,
Permittee 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.
Winter Springs Festival of the Arts
City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce
Page 2 of 9
3.2 Food and Beverage. Permittee agrees to provide all food and beverage
concessions for the Special Event. Permittee shall retain all fees and commissions
from the concessions provided by Permittee. Alcoholic beverages shall be limited
to beer and wine.
3.3 Sponsorship; Event Fees. Unless otherwise provided in this Agreement,
Permittee shall retain the sole right to all sponsorships and paid fees for the
Special Event.
3.4 Staging; Other Production Materials. Permittee shall provide all staging and
production materials necessary to produce a high quality Special Event including,
but not limited to, professional audio system, staging and stage lighting, golf
carts, radios, tents, port-a-lets, security, event staff, and catering for staff.
3.5 Professional Entertainment. Permittee shall provide professional entertainment
during the Special Event as deemed appropriate to a family-oriented and
traditional Fine Art Festival event.
3.6 City Special Event Policy. Permittee agrees to comply with the City's written
Special Event policies, if any, deemed applicable to the Special Event by the City
Manager.
3.7 Permits. Permittee shall obtain all local, state, and federal permits necessary to
hold the Special Event and conduct any particular activities therein. City shall
waive all City permit fees for the Special Event in consideration of the
compensation required to be paid City under this Agreement.
4.0 Compensation and Expenses. Compensation and expenses for the Special Event shall
be paid as follows:
4.1 Permittee Expenses. Unless otherwise provided in this Agreement, Permittee
shall pay all costs and expenses necessary for the Permittee to satisfy its
obligations under this Agreement including, but not limited to, (1) City police
services (overtime) not to exceed $3,240.00, unless public safety concerns arise
during the Special Event and additional overtime is authorized by the City
Manager; (2) City public works services (overtime) not to exceed $200.00, unless
public safety concerns arise during the Special Event and additional overtime is
authorized by the City Manager; (3) City parks and recreation services (overtime)
not to exceed $250.00; (4) general supervision of the medians related to
pedestrian and vehicular traffic; (5) actual cost to repair any damage to Blumberg
Boulevard and adjacent areas incurred as a direct result of the Special Event; (6)
all advertising, directional, informational and like signage for the Special Event;
(7) parking coordination for artists, vendors, and public; (8) stage, sound system,
lighting, and entertainment; (9) all food and beverages; (10) all generators needed
for the event; (11) portable restroom facility (cleaning and stocking); (l2) clean
Winter Springs Festival of the Arts
City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce
Page 3 of 9
up during and at the conclusion of the Special Event. Payment for any expenses
owed to the City under this provision shall be made no later than ten (10) days
following the City's submission of such expenses to Permittee.
4.2 City Expenses. City shall provide the following services and facilities for the
Special Event: (1) promotion of the event through The Insider, utility bills, and
City website; (2) hanging and removal of 26 Festival of the Arts banners on
existing pole brackets and additional banners should the City obtain additional
brackets; (3) hanging and removal of a 5' x 30' banner on the Trail Bridge upon
approval by Seminole County; (4) use of electric and potable water as available
on Blumberg Boulevard; (5) site preparation including mowing of the Special
Event site and the addition of donated mulch as needed; (6) spraying of a barrier
spray and mosquito spray; (7) installation and removal of a lime rock parking lot
curb; (8) road closure and re-opening of Blumberg Boulevard with cones and
signage; (9) installation and removal of two (2) City-owned light towers and
diesel fuel for same; (10) trash containers and liners; (11) use of two (2) Parks
Department Gator vehicles for the Special Event; (12) City fire and first aid
services; (13) request the shutting down of irrigation at Town Center Apartments
on Special Event dates.
5.0 Due Diligence. Permittee acknowledges that it has investigated prior to the execution of
this Agreement and satisfied itself as to the conditions affecting the Special Event desired
hereunder, the availability of materials and labor, the cost thereof, the requirements to
obtain necessary insurance, permits, professional entertainment and the steps necessary to
complete the Special Event within the time set forth herein. The Permittee warrants unto
the City that it has the competence and abilities to carefully, professionally, and faithfully
complete the Special Event in the manner and within the time limits proscribed herein.
The Permittee will perform the Special Event with due and reasonable diligence
consistent with sound professional and labor practices and with due and reasonable
consideration to the public health, safety, and welfare.
6.0 General Miscellaneous Provisions. The following general miscellaneous provisions
shall apply to this Agreement:
6.1 Time of the Essence. The City's responsibility to make Blumberg Blvd. and
adjacent areas available to Permittee is limited to the time periods set forth
hereunder. As such, the Permittee acknowledges and agrees that time is of the
essence for the completion of the Special Event to be performed under 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.
Winter Springs Festival of the Arts
City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce
Page 4 of 9
6.3 No Assignment. This Agreement shall not be assigned ar transferred unless prior
written consent is granted by the City Commission of Winter Springs.
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),
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, Garganese, Weiss and D'Agresta, P.A., and other attorneys
therein, have acted as counsel for the City in connection with this Agreement and
the transactions contemplated herein, and have not given legal advice to any party
hereto other than the City.
6.6 Severability. If a word, sentence, or paragraph herein shall be declared illegal,
unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be
severed from this Agreement, and this Agreement shall be read as if said illegal,
unenforceable, or unconstitutional word, sentence, or paragraph did not exist.
6.7 Governing Law and Venue. This Agreement shall be governed by the law of
the State of Florida. Venue of all disputes shall be properly placed in Seminole
County, Florida. The parties agree that the Agreement was consummated in
Seminole County, and the site of the Special Event is Seminole County. If any
dispute concerning this Agreement arises under Federal law, the venue will be
Orlando, Florida. Any objections to jurisdiction and venue are expressly waived.
6.8 Attorney's Fees. In the event any litigation or controversy arises out of or in
connection with the parties hereto, the prevailing party in such litigation or
controversy shall, to the extent permitted by law, 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.
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 rights, unless otherwise expressly provided herein.
6.10 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 prepared, 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
Winter Springs Festival of the Arts
City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce
Page 5 of 9
follows (or to such other person or at such other addresses, of which any party
hereto shall have given written notice as provided herein):
TO THE CITY: Mr. Kevin L. Smith, City Manager
City of Winter Springs
1126 East S.R. 434
Winter Springs, FL 32708-2799
(407) 327-5957 (Phone)
(407) 327-6686 (FaY)
WITH A COPY TO: Anthony A. Garganese, City Attorney
Brown, Garganese, Weiss & D'Agresta, P.A.
111 N. Orange Avenue, Suite 2000
Orlando, FL 32802-2873
(407) 327-9566 (Phone)
(407) 425-9596 (Fax)
TO PERMITTEE: Mr. Paul P. Partyka, President
The Greater Oviedo Chamber of Commerce,
Incorporated, d/b/a Oviedo-Winter Springs
Regional Chamber of Commerce
P.O. Box 621236
Oviedo, FL 32762-1236
(407) 365-6500
Email: ppartyka@realvest.com
6.11 Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered, shall be 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 or programs, audio or video tape, photograph, or other
writing of Permittee 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
Permittee. Said record, document, computerized information and program, audio
or videotape, photograph, or other writing of Permittee is subject to the provision
of Chapter 119, Florida Statutes, and may not be destroyed without the specific
written approval of the City. Upon request by the City, Permittee 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 pool servicing hours of Permittee
be open and freely exhibited to the City for the purpose of examination and/or
audit.
Winter Springs Festival of the Arts
City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce
Page 6 of 9
6.13 Interpretation. Both the City and the Permittee 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 No Joint Venture. This Agreement shall not in any way be deemed to create a
joint venture or principal-agent relationship between Permittee and the City.
6.15 No City Representations and Warranties; Success of Special Event. Permittee
agrees and acknowledges that the City has made no representations and
warranties regarding the Special Event. Permittee has assumed full responsibility
for furnishing, performing, and completing the Special Event and that Permittee
agrees and acknowledges the City has in no way guaranteed that the Special
Event will be successful and profitable by any person's standard and belief of
success and profit.
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 5overeign Immunity. Notwithstanding any other provision set forth in this Agreement,
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. As such, the City shall not be
liable under this Agreement for punitive damages ar interest for the period before
judgment. Further, the City shall not be liable for any claim or judgment, or portion
thereof, to any one person for more than one hundred thousand dollars ($100,000.00), or
any claim or judgment, or portion thereof, which, when totaled with all other claims or
judgments paid by the State or its agencies and subdivisions arising out of the same
incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00).
This paragraph shall survive termination of this Agreement.
9.0 General Liability Insurance. For all activities and services permitted and which occur
under this Agreement, including any and all activities and services provided and
performed by Permittee and by authorized participants of the Special Event, the Permittee
shall purchase and maintain, at its own expense, such general liability insurance, food and
liquor 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 activities and services permitted and occurring under this Agreement, including
any and all activities and services provided and performed by Permittee and by
authorized participants of the Special Event. The insurance shall have minimum limits of
coverage of $1,000,000.00 per occurrence combines 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 insurer(s) approved by the
Winter Springs Festival of the Arts
City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce
Page 7 of 9
City Manager and licensed by the state of Florida to engage in business of writing of
insurance. The City shall be named on the foregoing insurance policies as "additional
insured." The Permittee shall cause its insurance carriers to furnish insurance certificates
and endorsements specifying the types and amounts of coverage and effect pursuant
hereto, the expiration date on such policies, and the statement that no insurance under
such policies will be cancelled without thirty (30) days prior written notice to the City in
compliance with other provisions of this Agreement. The Permittee shall be solely
responsible to pay any deductible, if any, relating to any claim made against the insurance
coverages and policies provided under this Agreement. If this City has any objection to
the coverage afforded by or other provision of the insurance required to be purchased and
maintained by the Permittee in accordance with this paragraph on the basis of its not
complying with the Agreement, the City shall notify the Permittee in writing thereof
within thirty (30) days of the date of deliver of such certificates and endorsements to the
City. For all activities and services permitted and occurring under this Agreement,
including any and all activities and services provided and performed by Permittee and by
authorized participants of the Special Event, the Permittee shall continuously maintain
such insurance in the amount, type, and quality as required by this paragraph.
10.0 Indemnification and Hold Harmless. For all activities and services permitted and
occurring under this Agreement, including any and all activities and services provided
and performed by Permittee and by authorized participants of the Special Event, the
Permittee 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), which directly or indirectly arises out of, or results from any
act or failure to act of Permittee or any person authorized by Permittee to participate in
the Special Event which in any way is related to Permittee's obligations under this
Agreement, and/or the services and activities provided and performed under this
Agreement.
The indemnification provided above shall obligate the Permittee to defend at its own
expense or to provide for such defense, at the option of the City, as the case may be, of
any and all claims and 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
arise ar result from this Agreement. In all events the City shall be permitted to choose
legal counsel of its sole choice, the fees for which shall be reasonable and subject to and
included with this indemnification provided herein. This section shall survive
termination of this Agreement.
11.0 Standard of Care. in performing its activities and services hereunder, the Permittee will
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. Permittee
shall protect the public and property from any safety hazards directly or indirectly
resulting from the Special Event and authorized participants thereto.
Winter Springs Festival of the Arts
City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce
Page 8 of 9
12.0 Termination. By written notice to Permittee, the City shall have the right to cancel the
Special Event and this Agreement at any time, without penalty, provided if the Special
Event is cancelled through no fault of the Permittee, the City shall refund any fees paid
under this Agreement.
13.0 Term. The term of this Agreement shall commence upon full execution of this
Agreement by the parties and end at such time Permittee has fully performed all the
services required by this Agreement to the complete satisfaction of the City.
14.0 Permittee's Signatory. The undersigned person executing this Agreement on behalf of
Permittee hereby represents and warrants that he has the full authority to sign said
Agreement for Permittee and to fully bind Permittee to the terms and conditions set forth
in this Agreement.
IN WITNES5 WHEREOF, the parties hereto have executed this Agreement on the day
and year written above.
CITY:
CITY OF WINTER SPRINGS, FLORIDA,
a Florida municipal corporation.
PERMITTEE:
THE GREATER OVIEDO CHAMBER OF
COMMERCE, INCORPORATED, d/b/a
Oviedo-Winter Springs Regional Chamber
of Commerce
By:
Kevin L. Smith, City Manager
I�
Paul P. Partyka, President
W inter Springs Festival of the Arts
City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce
Page 9 of 9