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HomeMy WebLinkAbout2010 06 28 Consent 202 Solicit Donations For July 4th Fireworks Celebration COMMISSION AGENDA CONSENT X INFORMATIONAL ITEM 202 PUBLIC HEARING REGULAR June 28, 2010 MGRt% /DEPT /63 Meeting Authorization REQUEST: The City Manager, requests City Commission consider partnering with Boy Scout Troop 197 to solicit donation at this year's July 4 fireworks celebration. The City Manager and City Attorney request authorization to prepare and execute any and all applicable documents. SYSNOPSIS: On July 4 the City of Winter Springs will host its' annual celebration and fireworks demonstration. It has been suggested that in order to offset some of the expense of this event a fund raising effort to solicit donations from the general public that will be in attendance is in order. CONSIDERATIONS: *Boy Scouts are celebrating their 100 year anniversary and will be in attendance to perform the presentation of the colors. *The will be no cost to the City for this effort. The donations will be split 75% City and 25% Boy Scouts. * 100% of the proceeds that are received by the Boy Scouts will remain with the local troop (197). Additionally, the Scouts will be offered a free booth space to celebrate their 150 year anniversary. *There will be fixed positions at the celebration that will be staffed by the Boy Scouts. There will be an adult at each position at all times supervising the efforts. *The Boy Scout Troop carries its own general liability insurance. FISCAL IMPACT: The City of Winter Springs will receive 75% of all donations collected at the 4 of July Celebration. 100% of the donated funds will be used to offset the cost of this event. COMMUNICATION EFFORTS: Stands with signs explaining the donation drive will be placed at strategic entry points to Central Winds Park. Several announcements will be made throughout the celebration over the intercom by the Boy Scouts requesting participation in the donation drive. A minimum of two boy Scouts and a leader will be stationed at each stand soliciting donations from passersby. RECOMMENDATION: Approve the 2010 Boy Scout Agreement as presented that will allow the City of Winter Springs to enter into a contractual agreement with Boy Scout Troop 196 to solicit donation at the annual 4 th of July Celebration. ATTACHMENTS: Fourth of July Boy Scout Agreement Proof of Insurance FOURTH OF JULY BOY SCOUT AGREEMENT THIS FOURTH OF JULY BOY SCOUT AGREEMENT ( "Agreement ") is entered into this day of , 2010, by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ( "City "), and CENTRAL FLORIDA COUNCIL OF BOY SCOUTS OF AMERICA, a Florida non profit corporation ( "Boy Scouts "). WITNESSETH: WHEREAS, the City will hold the annual Winter Springs Fourth of July Celebration at Central Winds Park on July 4, 2010 (Fourth of July event); and WHEREAS, the City and Boy Scouts desire to enter into a mutually beneficial arrangement whereby the City shall provide to the Boy Scouts six tables at the Fourth of July event and the City shall retain a percentage of the donations derived from collections at the tables to help offset the cost of the Fourth of July event; and WHEREAS, the parties hereto desire to set forth their mutual understanding regarding sharing of donations; NOW THEREFORE, in exchange for the mutual promises and consideration set forth herein, the parties agree as follows: 1.0 Recitals. The foregoing recitals are deemed true and correct and are hereby incorporated herein by this reference as a material part of this Agreement. 2.0 Use of City Tables at the Fourth of July Event. In exchange for the sharing of donations as set forth in Section 3.0 herein, the City hereby authorizes the Boy Scouts to operate six (6) tables ( "Tables ") for the collection of donations at the Fourth of July event. The City will provide the Tables to the Boy Scouts at no cost. The Boy Scouts shall use the Tables for the sole purpose of collecting donations and shall not use the Tables for any other purpose. The location of the Tables shall be determined in the sole discretion of the City. Tables shall be operated by at least one Boy Scout volunteer over eighteen (18) years of age. 3.0 Donations. The City and Boy Scouts agree that the City shall receive seventy -five percent (75 %) of all donations generated from the Boy Scouts operation of the Tables, and the Boy Scouts shall receive the remaining twenty -five percent (25 %) of such donations. On July 4, 2010, at the conclusion of the Fourth of July event, the Boy Scouts shall (a) Count all donation money received by the Boy Scouts at the Fourth of July event; (b) Provide the City with notice of the total amount of donations received by the Boy Scouts; and (c) Submit seventy -five percent (75 %) of all such donations to the City Finance Director or the City Finance Director's designee. 4.0 Indemnification and Hold Harmless. For all services performed pursuant to this Agreement, the Boy Scouts agree to the fullest extent permitted by law, to indemnify and hold harmless the City, its employees, attorneys and officers, from and against all claims, losses, damages, personal injuries (including but not limited to death), or liability (including reasonable attorney =s fees), directly or indirectly arising from, or out of the following: (a) the acts, errors, omissions, intentional or otherwise, arising out of or resulting from Boy Scouts and its officers, employees, partners, Boy Scouts, volunteers, and agents performance of the services being performed under this Agreement; (b) Boy Scouts =s, and its officers, employees, partners, Boy Scouts, volunteers, and agents failure to comply with the provisions of any federal, state, or local laws, ordinance, or regulations applicable to Boy Scouts and its officers, employees, partners, Boy Scouts, volunteers, and agents performance under this Agreement; (c) any fraud and misrepresentation conducted by Boy Scouts and its officers, employees, partners, Boy Scouts, volunteers, and agents against the City or any person participating in any program, function, and service conducted pursuant to this Agreement; (d) Boy Scouts =s and its officers, employees, partners, Boy Scouts, volunteers, and agents failure to properly expend any Funds provided by the City pursuant to this Agreement. The indemnification provided above shall obligate the Boy Scouts to defend at its own expense or to provide for such defense, at the option of the City, 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 and officers which may result from the performance under this Agreement whether the performance by the Boy Scouts, its officers, employees, Boy Scouts, partners, volunteers, and agents or anyone directly or indirectly employed by the Boy Scouts. In all event 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 the indemnification provided herein. 5.0 Assignment. Boy Scouts shall not assign this Agreement. 6.0 Insurance Requirements. For all performance under, and requirements of this Agreement, the Boy Scouts shall purchase and maintain, at its own expense, such general 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 programs, functions, and services performed by Boy Scouts and its authorized Boy Scouts under this Agreement. The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combined single limit for bodily injury liability and property damage liability. 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 Aadditional insured.@ The Boy Scouts 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 Boy Scouts 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 Boy Scouts in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify the Boy Scouts in writing thereof within thirty (30) days of the date of deliver of such certificates and endorsements to the City. For all programs, functions, and services permitted and occurring under this Agreement, including any and all programs, functions, and services provided and performed by Boy Scouts and by authorized Boy Scouts, the Boy Scouts shall continuously maintain such insurance in the amount, type, and quality as required by this paragraph. 7.0 Term. The term of this Agreement shall commence upon full execution of this Agreement by the parties and end at such time Boy Scouts have fully performed under this Agreement to the complete satisfaction of the City. 8.0 Agreement is a Private Undertaking. With regard to all requirements of this Agreement and services performed hereunder, it is specifically understood and agreed to by and between the parties hereto that the contracutal relationship between the City and Boy Scouts is such that the Boy Scouts is an independent Boy Scouts and is neither an agent nor employee of the City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent contract, between the City, on one hand, and the Boy Scouts, during or after the performance required under this Agreement. 9.0 Governing Law: Venue. The 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 performance is Seminole County. If any dispute concerning this Agreement arises under Federal law, the venue will be Orlando, Florida. 10.0 Boy Scouts Representative. The Boy Scouts shall designate an individual to act as a representative for the Boy Scouts under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Boy Scouts decisions. This person shall be the Boy Scouts Agreement administrator. The Boy Scouts may from time to time designate other individuals or delete individuals with the authority to act for the Boy Scouts under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Boy Scouts decisions. All deletions or designation of individuals to serve as a representative shall be given by written notice. 11. Notices. All projects hereunder, all notices, demands, requests, instructions, approvals, and claims shall be in writing. All notices of any type hereunder shall be given by U.S. mail or by hand delivery to an individual authorized to receive mail for the below listed individuals, all to the following individuals at the following locations: TO THE CITY: Mr. Kevin L. Smith City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 -2799 (407) 327 -5957 (Phone) (407) 327 -6686 (Fax) w /copy to: Anthony A. Garganese City Attorney Brown, Garganese, Weiss & D'Agresta, P.A. 111 N. Orange Avenue, Ste. 2000 P.O. Box 2873 Orlando, FL 32802 -2873 (407) 425 -9566 (Phone) (407) 425 -9596 (Fax) TO TIIE BOY SCOUTS: Notice shall be deemed to have been given and received on the date the notice is physically received if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid, then notice shall be deemed to have been given upon the date said notice was deposited in the U.S. Mail addressed in the manner set forth above. Any party hereto by giving notice in the manner set forth herein may unilaterally change the name of the person to whom notice is to be given or the address at which notice is to be received. 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 Boy Scouts 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 Boy Scouts. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Boy Scouts 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 Boy Scouts shall promptly supply copies of said public records of 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 working hours of the Boy Scouts be open and freely exhibited to the City for the purpose of examination and /or audit. 13. Interpretation. Both the City and the Boy Scouts 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. 14.0 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. 15.0 Additional Assurances. The Boy Scouts certifies that: (a) No principal (which includes officers, directors, or executive) or individual holding a professional license and performing under this Agreement is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any performance required by this Agreement by any Federal, State, or local governmental commission, department, corporation, subdivision, or agency; (b) No principal (which includes officers, directors, or executive), individual holding a professional license and performing under this Agreement, employee, or agent has employed or otherwise provided compensation to, any employee or officer of the City; and (c) No principal (which includes officers, directors, or executive), individual holding a professional license and performing under this Agreement, employee or agent has willfully offered an employee or officer of the City any pecuniary or other benefit with the intent to influence the employee or officer's official action or judgment. 16. Attorney's Fees. Should any litigation arise concerning this Agreement between the parties hereto, the parties agree to bear their own costs and attorney's fees. 17. 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. 18. Sovereign 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 or 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. 19. Time is the Essence. The Boy Scouts acknowledge and agree that time is of the essence for the completion of the performance under this Agreement. 20. Standard of Care. In performing hereunder, the Boy Scouts will use that degree of care and skill ordinarily exercised, under similar circumstances by other reasonable members of its community acting in the same or similar locality. 21. Termination By City. This Agreement may be terminated by mutual written agreement between the parties. Further, the City may terminate this Agreement for convenience, at any time, without penalty, by providing written notice of termination to Boy Scouts. Upon notice of termination, the Boy Scouts shall cease all performance hereunder unless otherwise directed by City in writing. 22. Waiver. Failure of the City to insist upon performance within any time period or upon a proper level or quality of performance shall not act as a waiver of the City's right to later claim a failure to perform on the part of the Boy Scouts. 23. Term. The term of this Agreement shall commence upon full execution of this Agreement by the parties and end at such time Boy Scouts has fully performed under this Agreement to the complete satisfaction of the City and all claims made pursuant to this Agreement have been fully settled or the statute of limitations for bringing such claims has expired. IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly authorized representatives as of the date first written above. CITY: City of Winter Springs, Florida, a Florida municipal corporation. WITNESSES By: Kevin L. Smith, City Manager Print Name: Print Name: Dated: BOY SCOUTS: WITNESSES Central Florida Council of Boy Scouts of America, Inc., a Florida Non Profit Corporation Print Name: By: Title: Print Name: Dated: 06/23/2010 11:07 4078894406 CENTRAL FL COUNCIL PAGE 02/02 • r -- , CLRTIfICAfE NO: CE RTIFICATE OF INSURANCE ± ISSUE f)AS'E ( MM /DWYY) 1 i 0010-011 1 06/23/2010 PRODUCER . UPON THUCERTFICATE HOLDEN 0 rHtR T HAN THOSEPROVI EON THE POLICY CERTIFICATE O0Y3 NOT AMRNr1 ExTCNt' On AMA, The CoVRAAOR AYIIORoZP NY TMG PoLICICS . MLQutery henry Rook) / roy LLP ye141k. 12700 ParkCCnlrAl Drive - ' 171b Floor COMPANIES AFFORDING COVERAGE Daum TX 65251 -0470 CoNik4Y LATTER A OLD REPUBLIC INSURANCE CO. 'INSURED COMPANY ,INSURED BOY SCOUTS OF AMERICA AND EACH LATTER B . LOCAL SCOUT COUNCIL INCLUDING compANY , LETTER C CENTRAL FLORIDA COUNCIL, BOY SCOUTS OF AMERICA scowAmv • LETTER D COMPANY LETTER E COVERAGE 'rim 13 TO C1,'RTrY THAT THE rOLICIES or 1NSUSANCE U6T p IIE}gW NAVF1 HEM 133UE0 TO T1115 INSURIiDNAMto ABOVRFOR VW POLICY PERIOn INDICATED,,NO1WjTN31'ANDINO ANY AEC)UAREMENT TARN/ORCcelOMON Of ANY CONTRACT ea enIFA 00CUMWr WIS u fC1'TO WINCH THIS C. SATIFICATB MAV lit ISSUED OA MAY PERTAIN. THR INSURANCE AFYOa0e0 ' by THE poODIE6 ()MAR TEL) HEREIN tS SU BIlICTT0 ALL THE TERMS, EXCLUSIONS A...9 CUN On IONS OF SI:L'HPOLIC1SS, LIMITS SNUWN MAY IUVM UDEN FEUUC:EU OY PAID Ct.AtMS , CO ' TYPE OF INSURANCE - .POLICY NUMBER • r :i�vLrouLytxelRA'rlor LIMITS LTR •.DAYIt M •WYK .PAIR MMialYWN) Mg LRAL LIABILIT • 1.0NliMl• AOGREoATe _ , PR6047S -GQ l'l0 A A(1OAOOATB. A . X iCOMMr',RCIAC. GENERAL tJABILITY MWZYS8666 3/1/2010 3 /1/1011 reRQON AOYFHT CF)N01HuR CLAIMS MADE I X ; OCCUR. 'EACH OCCURRENCE: SI,000,000 . 1 'EIRE DAMAUE 1CONTMCTUAI.L)ADILITY •• . • M flUiCAL ISxrsNNE ' AtrIVAI 1DILE t,MRN,1TY PF.P OCCVRYNCK . ; ANY AUTO r'•^ YDDILY IN)ultY (Pp pvsan) . r ALL OwNEO AUTOS . ( HIRso AUIChv ROPILY 011VAY In, u,,10 m) NONAWNEO A UTOS PRO►ERTY OAMAGE A EXCCSS IA011.11Y MWZX 26667 3/1/2010 3/1/2011 NAMoCCURRr:ItCE ACIONFOATl■ X 1 GMaaFI,LA FORM 1 SI A00.900 eTIicR'r{IAN IIMNRF-!,1.A FOKM WORK RR•E COM PENBATION ANP EACH ACCIDENT CM MOYERS' LIA DILI TY • - SOISFASE.P(LJC-Y 1.11,4m ---" - rP13SAnn - EA,.-H WAPi.0YEE) ... ..e: OTHER • o6CRrYTION OF O /ORATIONS /LOCATIONS I YENIC6E5'/ SrrCIAL ITZM6 THIS CERTIFICATE 15 INTENDED TO BE USED AS PROOF OF INSURANCE ONLY Certificate Holder Is named as an additional insured by virtue of a written or oral contract or by the issuance/exiatence of a permit or certificate of insurance but only with respect to operations by or on behalf of the Insured, or to facilities of, or facilities used by the Insured and then only for the limits of liability specified In such contract for (event) held on (date(s)). otaT)FICATC HOLDER CANLICLLA -NON EN Central Winds ParK Soma ANY OP THE ADOyE Dna AIRED POLICIES BE CANULLED ORFORD THE GXPUtAaON DATE TNCRECA, THE INSURER AFVORn)NG COVERAGE WILL .N OCAVCR TO M.A)l, i0 PAYS wRI'!'hh.N NDT+CR TO ' 1000 E. S.R. 434 THR GRRT MCAT ENOLUr.A NAMIlr TO•rNA Our PMbU111V TO MAIL SUC:M NO•ricc altAci. IMro6E No Winter Springs, Ft. 3 2708 ORLICATION OR L'r(rri'n'Y OF ANY R WIl UPON TN¢ IMAM APPUADINC COvxAA0E, ITS 40ErrtS OR P Re PANS : r All vt3, ORTt1P,)S3UER DEN; ItICAiE Event: Manning Donation Tables (6) _ Date of Event: 07/04/2010 BY.; ' �� Unit i - Troop — � District: Seminole ole � Springs •" ' Contact Name: Kimberly Kopp - 407- 426-9566 Donald E. Bowlcs CI'CU CLU • FOUWTB OF JULY BOY SCOUT AGREEMENT • • THU FOURTH OF JULY BOY SCOUT AUNT rAgrecment ") :is entered into this 34 day of :71r•1E" , 2010, by and between the crrir OF WINTER SPRINGS, a Florida municipal corporation ("City"). and WINTER. S.eRINCS POST NO. 54.05 VETERANS OF FOREIGN WARS OF THE UNITED • STATES,INC., :a.Florida nonprofit torporatlon.(`Boy.Semite). WHEREAS, the City will bold the ammual W"mter Springs Fourth of July Celebration at Central Winds park ()ably 4, 2010 ("fourth of July events and WHEREAS, the Boy Scouts desire to !amide services to the 'public and to the City b1y edlicatb28 e publia but Sco ld:AK WHEREAS, the City and Boy Scouts desire to enter into a nnrtually beneficial auanremrxe whereby the City shall provide to the Bop Scouts six tables at the Fourth of July .event at which the Boy Scouts will ucatt the .pltblic about Scouting :and be available :to • collect donations from menbers .ofthepublie; and W1LEREAS, the City and Boy Scouts agree that the City shall retain a percentage of the donations derived from collections at the tables to help oftlet the cost of the Fourth of July event; and WHEREAS, the parties 'hereto desire to set forth their mutual understanding regarding sharing of•donatibns; NOW THEREFORE, in exchange for the mutual promises and consideration set forth herein, the parties agree as follows: • 1.0 Itecikx1s. The :foregoing recitals .are rimmed true and correct and are hereby in orporated. hercin:by.tbiis.xeference as.a material part of this Agreement 2.0 Use of City Tables at the Fourth of July Event The City hereby authorizes the Boy Scouts to operate sic (6) tables ("Tables") at the Fourth of July Event for educating the public on Scouting matters and collecting donations. The City will provide the Tables'to the Boy Scouts :at no .cost. The Boy 'Stouts :shall use the Tables for the sole purposes .6f (x) •educing the public an various subjects related to Scouting, . including but not limited to leading animal prints, :bacicpa :and providing general information on the Boy Scouts; and (2) collecting donations. The Boy Scouts shaft not • use the Tables for any other purpose. The location of the Tables shall be determined in the sole discretion of the City. Tables shall be operated by at least one Boy Scout vohmtaeerover eighteen,(9:8) years :of age. • ZO'd VZ:L OTOZ t Inc L96L669LOt7 :xe3 dmS 3.0 Bhn*tbons. The City and Boy Scoots •wev that she 'City :shall receive seventy -five percent (75 %) of all donations generated from the Boy Scouts operation of the Tables, and the Boy Scouts shall receive the remaining twenty-five percent (25 %) of such donations. On July 4, 2010, at the conclusion of tips Fourth of July event, the Boy Scouts shall (a) Count all donation. money receivedby the Boy Scouts at the Fourth of July event; (b) Provide the City with notice of the total amount of donations received by the Boy Scouts; and (c) 'Submit seventy-five percent (75 %) .of .all such donations to the City 'Finance Director or the City 1!inarncc Director's designee. 4.0 Indemnification and Bald Harmless. For all services performed pursuant to this Agteeaeni, the Boy Scouts agree to the Test extent perndtted by law, to inc tnnify •and hold hamr<less The City, Its employees, +attorneys and officers, from an .against all claw, 'losses, damages, personal injuries •(intilndling but net limited to :death), or liability ( including reasonable attorney's fees), directly or indirectly arising from, or out of the following: (a) the acts, errors, omissions, intentional or otherwise, arising out of or resulting from Boy Scouts and its officers, employees, painters, Boy Scouts, volunteers, and agents ;pert ©rmance of . the services being wed under this Agreement; (b) Boy 'Scout*, and its officers, employees, partners, Boy .Scouts, volunteers, and agents failure to comptywiththre provisions of any federal, state, or local laws, ordinance, or regulations appfiicable to Boy Scouts and its otlirers, employees, • partners, Boy Scouts, volunteers, and agents prrfomrence under this Agreement; (c) any fraud and misrepresentation conducted by Boy Scouts and its officers, employees, partners, Boy .Seats, volunteers, and agents .against the City or any person participating in any program, •fitnetion, and . service 'conducted pursuant to this Agreement; (d) Boy Scouts's and its officers, employees, padners, Boy 'Smuts, volunteers, and agents failure to property expend any Fonds provided by the City pursuant to this Agreement. • The indemnification provided above shall obligate the Boy Scouts to defend at its owra expense or to provide for such •efense, .at the option of the 'City, 'of any -and an claims of liability and all suits and actions 'of •eveil name and description that may be brought against the City Or its employees and officers •which, may 'result from the performance under this Agreement whether the performance by the Boy Scouts, its officers, employees, Boy Scouts, partners, volunteers, and amts or anyone directly or indirectly employed by the Boy Scouts. In all event the City shall be permitted to choose legal counsel of its sole •dice, tbe.fees 'for which stall be reasonable and sv ject•to and included with :the indemnification presided i erein. 5.0 Assi>ent. Boy Scouts shall not assign this Agreement. 20'd bZ:L 0 tOZ I InC 2.96L6692.0V:XEd dOPIS • • 6.0 . Ins aranec tea eaitII(s. For all performance xalder, and requirements of is Agreement, tie By Scorr s shall parlour and nraiatalo, at its uwu opener, sods • general 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 programs, functions, and services performed by Boy Scants end sis ar* orinsd Boy %cents =der ibis • hgceamcro. The insurance 'Shall have minimum limits nf enverage Af'.Sl;000,00o:00 per .occurrence combined single limit •for bodily inter liability and .preperty damage liability. All insurance coverage shall be insmer(s) approved by the City lfanager dad &waged 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 inured." The Boy Scouts shall cause its insurance carriers to 'funk 5nsmancae certified= was eodvrsemeetre • and amounts of coverage and effect pursuant lento, the expiration-dare +en •such policies, and the statement that no insurance under such policies wall be cancelled without thirty oft) days prior written. notice to the City in =agar= with other provisions of & t • Agreement. The Boy Scouts 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 .witty dejection Ito the enverage .aratsrdtad port w dale. provision of the instaauu a xequired•to the purchased and maintained by the Day Scouts • in accordance with this Paragraph on the basis (Zits not 'complying with the Agreement, the City shaft notify the Buy Swats in wan* thereofwittihr thirty (3Q) days of tae doe of deliver of such certificates and endorsements to the City. For all programs, functions, and services permitted and occurring under this Agreement, including any and all programs, YuncYnor s, ants :services provided and pedantic by Sery Studs sold by • authorized Boy Scouts, 'the Boy 'Scouts shall *oniinuausly maintain :such insurance in the amok ty c, .and quality as regrnrcd by this paragraph. 7.0 Term. The term of this Agreement shall commence upon full execution of' this Agreement by the parties and end at such time Boy Scouts have fully performed under this Agreement to the complete satisfaction of the City. '8:0 Agreement is a Private !Undertaking. With regard to all requirements of this _Agreement and senders performed 'hereunder, it is specifically understood and agreed to by and between the parties hereto that the contracutal relationship between the City and Boy Scouts is such that the Boy Scouts is an independent Boy Scouts and is neither an. agent nor employee of the City. Nothing in this Agreement shall be interpreted to establish any relationship •other'than that of •independert't•,canttact, between the City, on one band, and the Boy .Scouts, .during or after the 'performance required under this Agreement. 9.0 Govenuu! Law: Venue. The 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•thhe ptia nee •is Seminole .Comer. if any , dispute 'concerning this Agteementaiises under'Fedetal lat ':the venuavtill be•Ortandn Florida. • GO 'd SZ : z O TOL I Inc 2.962.669ZO17: XE j dCIPIS • :10.0 ,Bay 'Ssetts ,*tative. The Boy Scout shall designate an individual to act as a representative for the Boy Scouts under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Boy Scouts decisions. This person. shall be the Boy Scouts Agreement wlminictrator. The Boy Scouts may firma time to lime designate other ofher'indivirhalii or delete individuals With the authority to act for the Boy Scouts under this Agreemest with the .authority to transmit instructions, receive nibtm in». and make or .inteipa+et The :Boy .Scouts decisions. All delctiona or designation of individuals to serve as a representative shall be given by written notice. 11:0 Notices. All projects 'hereunder, ell •notices, •demands, requests, instructions, tions, :approvals, and •chains shall the in 'writing .All !notii ces of any type hereunder shall be given .b913:5.. mad, or by hand ..delivery to an indvidual authorized to receive mail for the below listed individuals, all to the following individuals at the following locations: TO THE CITY: • Mr. gevin.L.'Smiith City Ifanager City of Winter Springs 1126 East State Road 434 Windt Springs, n12708,2799 ''(47) 327 -59$7(Phone) (4(J ).327 5686.(Fax) • wlcopy to Anthony A. Garganese City Attorney Braown, & Y Agtesta, 7i.A. 111 N. Orange Avenue., Ste. 2000 . P.O. Box2873 Ortando, 32802 - 1873 (407) 425 -9566 (Phone) (407) 425 -9596 (Fax) TO THE BOY SCOUTS: ��-.�� 8� • t ,r SO 'd SL : L 0102 1 i nC L96L669LOty: Xp J d0f1S Notice shall be deemed to have been ;given and received on be date the 'notice is physically received venby bar l'delive y, or if notice given by first class U.S. mail., postage prepaid, Then notice shall be deemed to have been given upon the date said notice • was deposited in the U.S. Mail addressed in the roamer set forth above. Any party hereto by giving notice in the manner set forth herein may unilaterally change the name of the person to whom notice is to be given or the address at winch notice is to -be received. 12:0 Public Record. It :is hereby .speeifically :agreed that any record, document, computerized, information and program, audio or video tape, photograph, or other writing of the Boy Scouts related, directly or i odixectiy, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or the Boy Scouts. Said record, • document, ent, comps information and program, audio or video tape, photograph, or other writing of the Boy Scouts is subject to the provisions of Chapter 119, F Statutes, and may not be destroyed without the 'specific written approval of the City. Upon request by the City, the Boy Scouts shall promptly supply copies of said public records dills City. All books, cards, registers, receipts, documents, and other papers ict connection with This Agreement shall at any and all reasonable times during the normal working hours of , the BBgy Scouts be open and freely exhibited 'to the My 'forte purpose of examination a ndlor audit. 13.0 inlernretatio>nr. Both the City and the Boy Scouts 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. 14.0 Severabillty He word, sentence, or paragraph herein shall be 'declared • illegal, unenforceable, or unconstitutional, the said word, sentence, or paragraph sfiaJI he severed from this Agreement, and this Agreement shall be read as if said illegal, unenforceable, or unconstitutional word, sentence, or paragraph did not enlist. 15.0 Additional Assurances. The Boy Scouts :CeIfffleS that (a) No principal (which includes :officers, directors, or executive) or • individual holding a professional license and performing under this Agreement is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any performance required by this Agreemaent by any Federal, State, or local governmental 'commission, *pennant, corporation, •subdivision, or agcy; (b) No principal (which includes officers, directors, or executive), individual holding a professional license and performing under this Agreement, employee, or agent has employed or otherwise provided aeon•to, any tmployeeorrffireraf ie'City.; and • • • 90 'd SZ :L OIOL I InC L96L669L0V dO1S • , . . . . . . . . . . • • • • (c) No PrinciPal (which Includes officers, directors, or executive), individual holding a professional license and performing under this Agreement, employee or agent has willfully offered an employee or officer of the .eiky an poem:inn' y or other hone& With the intent infinencelhe :employee or officer's :Official sction•or judgment. 16.0 Attornevls Fees. Should any litigation arise concerning this Agreement between the parties hereto, the parties agree to bear their own costa and attorney's fees. • • • 17.0 Et_...kr_the cement 'This Agreement represents the entire and integrated • Agreement between the parties and supersedes all or :negotiations, representations, or Agreemmitr.„ either oral or written, =dal" s'ath..matters shall be :deemed merged into this Agreement. 18.0 Sovereign Immunity. Notwithstanding any other provision set forth in • this Agreement, nothing •eontained in this Agreement :shall be construed as a waver 'of • the City's right 'in sovereign immunity imder section 768.28, Florida .Stannes, or other &Citations imposed on *he -City's %balky Tinder ante txr federal law. As such, the City shall not be fable under this Agreement for putative damages or interest tor 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),•ar any claim•or judgment, .orportion thereof, .whicl!. When totaled wita:an other dal Mc or juilgments paid try itheState or itrageneies and sabiliVisions ariiing out or the .same incident or 'occurrence, 'exceeds the sum or 'two hundred thousand dollars (S2(10,000.00). This' paragraph sthiii survive termination ofthis Agreement. 19,0 Time is the Essence. The Boy Scouts acknowledge and agree that time • is a be essence burble complctIonor thepeeformance under this Agreement. Ptandard of Care. Ittpetforming hereunder, The Boy Scouts will use that degree of care and skill ordinarily exercised, under similar circumstances by other reasonable members of its community acting in the same or similar locality. Termination By latv. Ths Agreement miry be terminated by mn'mal written agreement between the ; parties. Further, the :City may terminate this Agreement •orconvenience, .stony liwe 'without penalty, by proAding 'written notice atermination to Boy Scouts. Upon notice of termibation, the Boy Scouts shaft cease all performance hereunder unless otherwise directed by City in writing. 22.0 'Waiver. •ailurerd tie City e Insist upon •pettotragnce vfl arlY period or upon a proper level :or •nuality•ofperformanee shall not net as a - waiver •of the ,• City's right to later claitnailure xperform on the:partof the Boy 'Scouts. • 23.0 Term, The term of this Agreement shall commence upon full execution • of this Agreement by the parties and end at such time Boy Scouts has fully performed der fths Agtttrner t, it complete satisfactIon Om C,W, telt 2•11 42:meare. 'god& 20d 9Z:Z O1O i Inc Z96/669Z017: xej dOcrIS pursuant to this Agreement have been fully settled or the statute of limitations for bringing such claims has expired. fN . Wd'1. ESS a ; , e F, the parties reaeto caused this Agreement to be executed by their duly autherizedrepresentativesus.of the date''firstwrit a'above. CITY: City of Winter Sp 'I _ . , Florida, • a Florida n31mici a on. t • . Manager .i 4 ,,�. W N I r I t "'ty V Prim Nama: i . u . .. Am: /04 Print Name: afluAN jQ.. Dated: 1 0l 1?.0 C7 itOV:SCSOUTS: BEEPragiM Winter Springs post No 5405 Veterans of Foreign Wars of the United States, Inc. a It l3uax Raym eLaughiin, resident prbnNams /:�' d� 1 "� D a t e d : 4 — 3D /4 • • • 80 'd 9Z:L OIOZ T Inc 2..96L669L0b:XeJ dO1S