HomeMy WebLinkAbout2004 10 25 Consent 200
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COMMISSION AGENDA
ITEM 200
Consent X
Informational
Public Hearing
Regular
October 25. 2004
Meeting
Mgr. /
Att. /
Dept.
REQUEST: The City Attorney requests the City Commission approve the 28th Annual Central
Florida Scottish Festival and Highland Games Permit Agreement.
PURPOSE: The Scottish America Society of Central Florida Inc. desires to hold the 28th Annual
Central Florida Scottish Festival Highland Games on January 15, 2005 at Central Winds Park for
this event. There have been no substantive changes to the Agreement from the previous year other
than the date of the event.
APPLICABLE LAW AND PUBLIC POLICY:
Chapter 166, Home Rule Powers
PREVIOUS ACTION: None
CONSIDERATIONS: None
STAFF RECOMMENDATION: To approve the 28th Annual Central Florida Scottish Festival and
Highland Games Permit Agreement.
ATTACHMENT: 28th Annual Central Florida Scottish Festival and Highland Games Permit
Agreement.
COMMISSION ACTION:
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CITY OF WINTER SPRINGS, FLORIDA
28TH ANNUAL CENTRAL FLORIDA
SCOTTISH FESTIVAL and IDGHLAND GAMES PERMIT AGREEMENT
THIS 28th ANNUAL CENTRAL FLORIDA SCOTTISH FESTIVAL and HIGHLAND
GAMES PERMIT AGREEMENT ("Agreement") is made and entered into as of the_ day of
, 2004 by and between the CITY OF WINTER SPRINGS, a Florida Municipal
Corporation, ("City"), and the S COTTISH AMERICAN SOCIETY OF CENTRAL F~ORIDA,
INC., a Florida Not for Profit Corporation and Federal 50 1 (c)(3) organization ("Permittee").
WITNESSETH:
WHEREAS, Permittee desires to hold a Special Event for the benefit of the public in the
interest of increasing public awareness of Scottish culture and heritage by the production of the
annual Scottish HigWand Games on January 15, 2005 at Central Winds Park, which is located in and
owned by the City of Winter Springs, Florida; and
WHEREAS, Pennittee desires a permit from the City which would permit the Pem1ittee to
hold the 28th Annual Central Florida Scottish Festival and HigWand Games at Central Winds Park,
as pennitted under this Agreement; and
WHEREAS, 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 r:eference
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.
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(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.
(c) "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.
(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 Scottish American Society of Central Florida,
Inc., a Florida Not for Profit Corporation and Federal 50 1 (c )(3) organization,
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(1), Florida Statutes.
(i) "Special Event"shall mean the outdoor Scottish Festival and Highland Games
to he held at Central Winds Park on January 15,2005 and further described
in this permit Agreement. The Special Event shall be planned, promoted,
managed, and operated by the Permittee pursuant to 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
Scottish Festival and Highland Games Permit Agreement
City of Winter Springs / Scottish American Society of Central Florida, Inc.
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obligations under this Agreement and reasonably address issues of public health,
safety, and welfare related to the Special Event.
3.2 Food and Beverage. Permittee 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 and operated by City. Pennittee shall retain all fees and
commissions from the concessions provided by Permittee. Alcoholic beverages shall
be limited to beer, wine and frozen drinks, if provided. However, Permittee may
allow a scotch whiskey distributor to distribute 12 ounce samples of Scottish whiskey
from their assigned booth during the Special Event.
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-Iets, 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
Scottish 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. Pennittee 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 Rental Fee. Upon both parties fully executing this Agreement, Permittee shall pay
the City a field and facility rental permit fee in the amount of $3,000.00 for the use
of Central Winds Park. This Agreement shall only become effective upon said
execution of this Agreement and the payment of said fee.
4.2 Permittee Expenses. Unless otherwise provided in this Agreement, Permittee shall
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Scottish Festival and Highland 'Games Permit Agreement
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pay all costs and expenses necessary for the Pennittee to satisfy its obligations under
this Agreement including, but not limited to, City fire and police services and extra
City personnel services caused by the Special Event and as deemed reasonably
necessary by the City Manager, clean up of Central Winds Park and surrounding area,
parking coordination, repair of damages incurred to Central Winds Park caused by
the Special Event, portable restroom facilities, all necessary power at Central Winds
Park to include three phase 300-amp; single phase 1 OO-amp power drop at the main
stage location and additional 20-amp as needed (each of the main drops must be
isolated for use on the Special Event and set-up days), and existing lighting of
Central Winds Park and surrounding areas. Payment for any expenses owed to City
under this provision shall be made at the conclusion of the Special Event or within
ten (10) days of presentation of such expenseS by City to Permitee, whichever occurs
later.
4.3 City Expenses. City shall provide the following services and facilities for the
Special Event: (1) use of Central Winds Park on the day of the Special Event, and
shall have general access the three preceding days required for set-up purposes and
the two days following the event for load out and clean up purposes; (2) use of
Central Winds Parking areas in addition to City owned parking areas at City Offices
and access to parking facilities at Winter Springs High School on the day of Special
Event; and (3) restroom facilities at the baseball complex.
5.0 Due Diligence. Permittee acknowledges that it has investigated prior to the execution ofthis
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 responsibilityto make Central Winds Park available
to Permittee is limited to the time periods set forth hereunder. As such, the Permittee
aclmowledges and agrees that time is ofthe essence for the completion of the Special
Event to be perfonned under this Agreement.
6.2 Non-Business Day. In the event that any period of time as set forth in this
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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 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, e!lch 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 pw:poses and intentions of this Agreement.
6.5 Legal Representation. The parties aclmowledge 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; Venue. This Agreement shall be governed by the law ofthe 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 Bnd 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.
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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 prepare;d, 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 THE CITY:
Mr. Ronald W. McLemore
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, Fl. 32708-2799
407-327-5957 (Phone)
407-327-6686 (Fax)
WITH A COPY TO:
Anthony A. Garganese
City Attorney
Brown, Garganese, Weiss & D' Agresta, P.A.
225 E. Robinson Street, Suite 660
Orlando, FL 32802
407-425-9566 (phone)
407-425-9596 (Fax)
TO SCOTTISH AMERICAN SOCIETY
OF CENTRAL FLORIDA, INC.:
Mr. Woodrow Crawford, President
P. O. Box 2948
Orlando, FL. 32802-2948
(407) 841-8831
Email: lowlandr@bellsouth.net
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 instnunent.
Scottish Festival and Highland Games Permit Agreement
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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 of the 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 the
Permittee. Said record, document, computerized information and program, audio or
video tape, photograph, or other writing of the Permittee is subject to the provisions
of Chapter 119, Florida Statutes, and may not be destroyed without the specific
written approval ofthe City. Upon request by the City, the 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 normal business hours of the Permittee be open and freely
exhibited to the City for the purpose ofexaniiuation and/or audit.
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 ofthe parties that no portion
of this Agreement shall be interpreted more harshly against either of the parties as the
drafter.
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6.14 No Joint Venture. This Agreement shall not in anywaybe deemed to create ajoint
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. Pennitteehas 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 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 regarding the City's potential liability under state or federal law .
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 ofbodily'
injury or death of any person or property damage arising in any way out of the activities and
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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 employeenon-ownel'ship. All insurance
coverage shall be insurer(s) approved by the 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
Pemrittee 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 the 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
thereofwithin thirty (30) days of the date of deliver of such certificates and endorsements to
the City. For all activities and services pennitted and occurring under this Agreement,
including any and all aetivities and services provided and performed by Permittee and by
authorized participants of the Special Event, the Pemrittee 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 hannless 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 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 mise or result :fl.'om 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.
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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 the authorized participants thereto.
12.0 Termination. By written notice to Permittee, the City shall have the right to cancel the
Special Event and this Agreement at anytime, without penalty, provided if the Speqial Event
is cancelled through no fault of the Permittee, the City shall refund the $3,000.00 fee 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 Pennittee 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 WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year written above.
CITY:
PERMITTEE:
CITY OF WINTER SPRINGS, FLORIDA
By:
Ron McLemore, City Manager
SCOTTISH AMERICAN SOCIETY
OF CENTRAL FLO , INC.
By.~
Woodrow "Chi
G:\Docs\Cily of Winler SpringMgreements\W inlerSprlngs FestivalslScotliib_Hightlnd _Gimes _Agrcemenl_2004. wpd
Scottish Festival and Highland Games Permit Agreement
City of Winter Springs I Scottish American Society of Central Florida, Inc.
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CITY OF WINTER SPRINGS, FLORIDA
28TH ANNUAL CENTRAL FLORIDA
SCOTTISH FESTIVAL and IDGHLAND GAMES PERMIT AGREEMENT
THIS 28th ANNUAL CENTRAL FLORIDA SCOTTISH FESTrv AL and IDGHLAND
GAMES PERMIT AGREEMENT ("Agreement") is made and entered into as of the_ day of
, 2004 by and between the CITY OF WINTER SPRINGS, a Florida Municipal
Corporation, ("City"), and the SCOTTISH AMERICAN SOCIETY OF CENTRAL FLORIDA,
INC., a Florida Not for Profit Corporation and Federal 501 (c)(3) organization ("Permittee").
WITNESSETH:
WHEREAS, Permittee desires to hold a Special Event for the benefit of the public in the
interest of increasing public awareness of Scottish culture and heritage by the production of the
annual Scottish Highland Games on January 15, 2005 at Central Winds Park, which is located in and
owned by the City of Winter Springs, Florida; and
WHEREAS, Permittee desires a permit from the City which would permit the Permittee to
hold the 28th Annual Central Florida Scottish Festival and Highland Games at Central Winds Park,
as permitted under this Agreement; and
WHEREAS, Permittee represents and warrants that it has the persolUwl, tools, materials, and
experience to satisfy the pennit 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.
Scottish Festival and Highland Games Permit Agreement
City of Winter Springs / Scottish American Society of Central Florida, Inc.
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(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.
(c) "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.
(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 Scottish American Society of Central Florida,
Inc., a Florida Not for Profit Corporation and Federal 501 (c )(3) organization,
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(1), Florida Statutes.
(i) "Special Event"shall mean the outdoor Scottish Festival and Highland Games
to be held at Central Winds Park on January 15,2005 and further described
in this permit Agreement. The Special Event shall be planned, promoted,
managed, and operated by the Permittee pursuant to 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
Scottish Festival and HigWand Games Pennit Agreement
City of Winter Springs / Scottish American Society of Central Florida, Inc.
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obligations under this Agreement and reasonably address issues of public health,
safety, and welfare related to the Special Event.
3.2 Food and Beverage. Permittee 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 and operated by City. Permittee shall retain all fees and
commissions from the concessions provided by Permittee. Alcoholic beverages shall
be limited to beer, wine and frozen drinks, if provided. However, Permittee may
allow a scotch whiskey distributor to distribute Y2 ounce samples of Scottish whiskey
from their assigned booth during the Special Event.
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-Iets, 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
Scottish 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 Rental Fee. Upon both parties fully executing this Agreement, Permittee shall pay
the City a field and facility rental permit fee in the amount of $3,000.00 for the use
of Central Winds Park. This Agreement shall only become effective upon said
execution of this Agreement and the payment of said fee.
4.2 Permittee Expenses. Unless otherwise provided in this Agreement, Permittee shall
Scottish Festival and Highland Games Permit Agreement
City of Winter Springs / Scottish American Society of Central Florida, Inc.
Page 3 of9
pay all costs and expenses necessary for the Permittee to satisfy its obligations under
this Agreement including, but not limited to, City fire and police services and extra
City personnel services caused by the Special Event and as deemed reasonably
necessary by the City Manager, clean up of Central Winds Park and surrounding area,
parking coordination, repair of damages incurred to Central Winds Park caused by
the Special Event, portable restroom facilities, all necessary power at Central Winds
Park to include three phase 300-amp; single phase 100-amp power drop at the main
stage location and additional 20-amp as needed (each of the main drops must be
isolated for use on the Special Event and set-up days), and existing lighting of
Central Winds Park and surrounding areas. Payment for any expenses owed to City
under tbis provision shall be made at the conclusion ofthe Special Event or within
ten (10) days of presentation of such expenses by City to Permitee, whichever occurs
later.
4.3 City Expenses. City shall provide the following services and facilities for the
Special Event: (1) use of Central Winds Park on the day ofthe Special Event, and
shall have general access the three preceding days required for set-up purposes and
the two days following the event for load out and clean up purposes; (2) use of
Central Winds Parking areas in addition to City owned parking areas at City Offices
and access to parking facilities at Winter Springs High School on the day of Special
Event; and (3) restroom facilities at the baseball complex.
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 materia Is 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 ofthe Essence. The City's responsibility to make Central Winds Park available
to Permittee is limited to the time periods set forth hereunder. As such, the Permittee
acknowledges and agrees that time is ofthe essence for the completion of the Special
Event to be performed under this Agreement.
6.2 NODwBusiness Day. In the event that any period of time as set forth in this
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Agreement expires or any date herein occurs on a Saturday, Stmday, 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 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 ofthe
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,
nnenforceable, 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; 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.
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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 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 THE CITY:
Mr. Ronald W. McLemore
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708-2799
407-327-5957 (Phone)
407-327-6686 (Fax)
WITH A COPY TO:
Anthony A. Garganese
City Attomey
Brown. Garganese, Weiss & D' Agresta, P.A.
225 E. Robinson Street, Suite 660
Orlando, FL 32802
407-425-9566 (phone)
407-425-9596 (Fax)
TOSCOTTISHAMEIDCANSOCffiTY
OF CENTRAL FLORIDA, INC.:
Mr. Woodrow Crawford, President
P. O. Box 2948
Orlando, FL. 32802-2948
(407) 841-8831
Email: lowlandr@bellsouth.net
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 instrwnent.
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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 of the 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 the
Permittee. Said record, document, computerized information and program, audio or
video tape, photograph, or other writing of the Permittee 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 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 normal business hours of the Permittee be open and freely
exhibited to the City for the purpose of examination and/or audit.
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
ofthis 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 ajoint
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 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 regarding the City's potential liability under state or federal law.
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 ofbodily.
injury or death of any person or property damage arising in any way out of the activities and
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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 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 the 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
thereofwithin thirty (30) days of the date of deliver of such certificates and endorsements to
the City. For all activities and services pennitted 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 Pennittee
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 ofthe 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 attomeys which may arise or 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.
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.'
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 o fits 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 the authorized participants thereto.
12.0 Termination. By written notice to Permittee, the City shall have the right to cancel the
Special Event and this Agreement at anytime, without penalty, provided if the Special Event
is cancelled through no fault of the Permittee, the City shall refund the $3,000.00 fee paid
under this Agreement.
13.0, Term. The term of this Agreement shall commence upon full execution oHhis Agreement
by the parties and end at such time Permittee has fully performed all the services required by
this Agreement to the complete satisfaction ofthe 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 WITNESS WHERE 0 F, the parties hereto have executed this Agreement on the day and
year written above.
CITY:
PERMITTEE:
CITY OF WINTER SPRINGS, FLORIDA
SCOTTISH AMERICAN SOCIETY
OF CENTRAL FLORIDA, INC.
By:_ Qv.w{<<",/, ~ cJ__-(
Ron McLemor~, City Manager
By:
Woodrow "Chip"
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