HomeMy WebLinkAboutRotary Club of Winter Springs, Inc. Fourth of July Agreement 2019 06 04THIS ALCOHOLIC PEVERAGE VENDOR AGREEMENT ("Agreement") is made
and entered into as of the 4""-'L day of 2019 by and between the CITY OF WINTER
SPRINGS, a Florida Municipal Corporation ("City"), and ROTARY CLUB OF WINTER
SPRINGS, INC., a Florida Not For Profit Corporation ("Rotary
WITNESSETH:
WHEREAS, City of Winter Springs conducts a 4th of July special event each year at
Central Winds • for the benefit of the public to celebrate Independence Day; and
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1 -1-V0vVWt*;0=VMF4411 luillig iffe-4`5i july special event, consistent with the terms and conditions
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of this Agreement; and
WHEREAS, Rotary Club desires to contract with the City to be a non-exclusive alcoholic
wine beveraA_e vendor du the 4 th Of jUl p spcecial evenii
of this Agreement; and
WHEREAS, Rotary Club has advised City staff that Rotary Club has as agreement with a
local beer distri
event and its anticipated attendants; and
WHEREAS, Rotary Club represents and warrants to City that it has the personnel, tools,
materials, and experience to provide the services as provided herein.
NOW THEREFORE, in consideration of the provisions contained in this Agreement, and
other good and valuable consideration in which the parties acknowledge, 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 Engagement. The City hereby engages Rotary Club, and Rotary Club hereby agrees, to
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4' of July Special Event ("Event") in exchange for the compensation arrangement and pursuant to
the terms and conditions set forth in this Agreement. Rotary Club may also offer wine for sale
from the booth or trailer during the Event, however, Rotary Club shall not enjoy exclusivity in
relation to wine sales during the Event. N
binding upon the parties hereto unless expressly incorporated into this Agreement, The parties
agree that the Event will be held on July 4, 2019, or, if the Event is postponed, as soon thereafter
as may be determined by the City, at its sole discretion. If the Event is postponed and not
rescheduled, no compensation shall be due to either party.
Alcoholic Beverage Vendor Agreement
City of Winter Springs / Rotary Club of Winter Springs, Inc.,
July 4, 2019 Event
4.0 Liquor License or Permit; Insurance. Rotary Club shall be solely responsible for
obtaining the requisite liquor license or permit and liquor liability insurance for the Event. Said
insurance shall name the City as an additional insured. The City agrees to use its best and
reasonable efforts to support any liquor license or permit and liquor liability insurance application
submitted in furtherance of this Agreement. The cost of the liquor license or permit and liquor
liability insurance will be paid for by Rotary Club at its sole expense, and shall not be reimbursable
by the City for any reason, including but not limited to cancellation of the Event by either party
hereto. Rotary Club shall provide the City with a copy of its liquor license or permit and liability
insurance policy prior to the commencement of the Event, but in no case less than ten (10) days
prior to the Event.
5.0 Booth and Trailer. The City shall provide Rotary Club a I O'by I O'booth and 1,000 watts
of electricity servicing the booth. The location of both the alcoholic beverage booth and the
alcoholic beverage trailer shall be at the sole discretion of the City. The City shall provide to the
Rotary Club a canopy tent for its designated space, as well as tables and chairs, in an amount
determined by the City to be appropriate for the space and the Event. Other supplies or equipment
necessary for booth operation, including refrigeration and water source, shall be provided by
Rotary Club. Rotary Club is authorized to utilize and park, in a location determined at the
fiscretion of the City, one refrigerated beer -dispensing trailer (trailer") during the Event. Rotary
Club shall be solely responsible for the use of and liabilities relating to the trailer. The City shall
Alcoholic Beverage Vendor Agreement
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July 4,2019 Event
not be responsible for the operation of the booth or trailer, or for providing any equipment or
supplies for the booth not described herein,
6.0 Compensation. In consideration for the right to the be the exclusive alcoholic beer
beverage vendor at the Event, Rotary Club shall pay the City a sura of One Thousand Five Hundred
and no/100 Dollars ($1,500,00). Full payment shall be due to the City no later than 7 calendar
days after the Event. There shall be no further compensation due to the City or Rotary Club under
this Agreement.
TO Effective Date; Termination. This Agreement shall become effective upon full executi
by both parties hereto and shall, unless sooner terminated pursuant to subsections 7.1 or 7,1
terminate upon full completion of the parties' respective obligations set forth in this Agreemen
7.1 Termination bj, 0 3) The City, at its sole discretion. may terminate this Agreement
at any time for convenience and without penalty. In the event the City terminates this
Agreement pursuant to this subsection prior to the Event and Rotary Club has already
submitted payment to the City, the City shall reimburse Rotary Club for the full amount of
such payment within ten (10) business days of said termination.
7.2 Termination by Rotary Club. Rotary Club may terminate this Agreement for cause
at any time, Should Rotary Club terminate this Agreement less than seven (7) calendar
days prior to the Event, however, Rotary Club agrees that any compensation due to the City
pursuant to Section 6.0 herein shall still be due and payable to the City, in accordance with
the terms of this Agreement.
&0 Contractors. Rotary Club may ernploy as many contractors or assistants as it dee
appropriate and necessary to perform its respective services required hereunder, However, Rota
Club shall be solely responsible for the payment of their respective contractors or assistant
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including, but not limited to, responsibility for their acts and omissions, wages, fees, applicab
income taxes, applicable worker's compensation insurance, and expenses.
9.0 Due Diligence. Rotary Club acknowledges that it has investigated prior to the execution
of this Agreement and satisfied itself as to the conditions affecting the services, the availability of
materials and labor, the cost thereof the requirements to obtain necessary insurance, permits, and
the steps necessary to complete the services within the time set forth herein. Rotary Club warrants
unto the City that it has the competence and abilities to carefully, professionally, and faithfully
complete the services in the manner and within the time limits set forth herein, Rotary Club will
perform the services with due and reasonable diligence consistent with sound professional and
labor practices.
10.0 Miscellaneous:
lU Time is of the Essence. Time is of the essence of this Agreement.
Alcoholic Beverage Vendor Agreement
City of Winter Springs / Rotary Club of Winter Springs, Inc.,
July 4, 2019 Event
10.3 Third PpLty Rights. This Agreement is not a third party beneficiary contract and
shall not in any respect whatsoever create any rights on behalf of any third parties.
10.4 Further Assurances. From and after the execution of this Agreement, each of th4
parties hereto shall fully cooperate with each other and perform any further act(s) and
execute and deliver any further documents, which may be necessary or desirable in order
to carry out the purposes and intentions of this Agreement.
with this Agreement and the transactions contemplated herein, and have not given legal
advice to any party hereto other than City.
10.6 SevepkNlit . If any provision of this Agreement is held to be invalid, void, or
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unenforceable, the remaining provisions shall nevertheless remain in full force and effect,
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courts located in Seminole County, Florida for any state action and Orlando, Florida for
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10.8 Attorney's Fees. In the event any litigation or controversy arises out of or in
connection with this Agreement between the parties hereto, the parties agree to bear their
own costs and attorney's fees.
10.9 Non -Waiver. No delay or failure by either party to exercise any right, or enforce
any provision, under this Agreement, and no partial or single exercise of that right, or
failure to enforce and provision, shall constitute a waiver of that or any other right or
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10. 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
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in the United States Mail, postage prepaid, certified or registered; or the next business day
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Alcoholic Beverage Vendor Agreement
July 4, 2019 Event
TO THE CITY: City Manager
City of Winter Springs
1126 East S.R. 434
Winter Springs, FL 32708-2799
(407) 327-5957 (Phone)
(407) 327-6686 (Fax)
TO ROTARY CLUB OF
WINTER SPRINGS, INC.: Mr. Thomas R Pepier, President
Rotary Club of Winter Springs, Inc.
P.O. Box. 195235
Winter Springs, FL 32719-2235
(407) 792 - 2773
Email: tom ,pe
Xplerlaw.corn
10.11 Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered, shall be an original; but such counterparts
shall together constitute but one and the same instrument.
10. 12 Public Record. Pursuant to Section 119.070 1, Florida Statutes and other applicable
public records laws, Rotary Club agrees that any records, documents, transactions,
writings, papers, letters, computerized information and programs, maps, books, audio or
•`# tapes, films, photographs, data processing software, writings or ♦ material(s),
regardless of the physical form, characteristics, or means of transmission, of Rotary Club
related, directly • indirectly, to the services provided to the City under this Agreement and
made or received pursuant to law or ordinance or in connection with the transaction of
official business by the City, may be deemed to be a public record, whether in the
possession or control of the City or the Rotary Club. Said records, documents, transactions,
writings, papers, letters, computerized information and programs, maps, books, audio or
video tapes, filins, photographs, data processing software, writings or other material(s),
regardless of the physical form, characteristics, or means of transmission of Rotary Club
are subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed
without the specific written approval of the City's designated custodian of public records.
IF THE ROTARY CLUB HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE ROTARY CLUBS DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS, TBE CITY CLEW AT (407) 327-
5955, CITYCLERKDEPARTNffiNI@WrNTERSPRINGSFL. 1126 EAST
STATE ROAD 434, FLORIDA 32708.
Rotary Club is required to and agrees to comply with public records laws. Rotary Club
shall keep and maintain all public records required • the City to perform the services as
agreed to herein. Rotary Club shall provide the City; upon request from the City Clerk,
copies of the requested records or allow the records to be inspected or copied within a
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Alcoholic Beverage Vendor Agreement
City of Winter Springs / Rotary Club of Winter Springs, Inc.,
July 4, 2019 Event
10.13 InteMletation, The parties have participated in the drafting of all parts of this
Agreement, and have each had an opportunity to review this Agreement with legal counsel.
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.
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Alcoholic Beverage Vendor Agreement
Citl� of Winter S3rjm�s / RQlaa Club of —Winter S ring-&-hic-
July 4, 2019 Event
10.14 Independent Contractor. Rotary Club shall be considered an independent
contractor under this Agreement and under no circumstances shall it be considered as agent
or employee of the City.
10. 15 Entire Agreement. This Agreement represents the sole, 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.
10.16 Sovereigg lininurifty. The City intends to avail itself of the benefits of Section
768.28, Florida Statutes and any other statutes and common law governing sovereign
immunity to the fullest extent possible. Neither this provision nor any other provision of
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. Contractor agrees that City shall not be liable under
this Agreement for punitive damages or interest for the period before judgment. Further,
City shall not be liable for any claim orjudgment, or portion thereof, to any one person for
over two hundred thousand dollars ($200,000.00), 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 three
hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure
to the benefit of any third party for the purpose of allowing any claim which would
otherwise be barred under the doctrine of sovereign immunity or by operation of law. This
paragraph shall survive termination of this Agreement.
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and attorneys from and against all claims, demands, suits and actions for costs, losses,
damages, personal injuries (including but not limited to death), or liability (including
reasonable attorney's fees through any and all administrative, trial, post judgment and
appellate proceedings), to property of the City or others of whatsoever nature and for any
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train employees or members under their control or direction; or (iii) failure to remit any
local, state, and federal taxes due by them as a result of the Event.
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that may be brought against the City or its employees, elected or appointed officials,
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Alcoholic Beverage Vendor Agreement
City of Winter Springs /
July 4, 2019 Event
of its sole choice, the fees for which shall be subject to and included with this
indemnification provided herein, as long as said fees are reasonable. This Section shall
survive termination of this Agreement.
10.18 Standgd of Care. In performing its services hereunder, Rotary Club shall use th
degree of care and sldll ordinarily exercised, under similar circumstances by reputab
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members of its profession practicing in the same or similar locality.
10.19 Contractor's SigLiatoa. The undersigned person executing this Agreement
behalf of each party hereby represents and warrants that he/she has the full authori
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sign said agreement and to fully bind their principal to the tenns and conditionms set 0
in this Agreement.
11.0 Suspension or Cancellation of Event. The City shall have the right to temporarily
sui end or cancel the Event an
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the d
and year first written above. I
[Remainder of page intentionally blank; additional signature pagefoflows]
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Alcoholic Beverage Vendor Agreement
City of Winter Sp
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gs / Rotary Club of Winter Sg. �-, ln�
July 4,2019 Event
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Name: T1v&*1"+-r izL p4z /��
(Print name)
molukinalffel W11 NOT 110161 a
The foregoing instrument was acknowledged before me this —2�� day of V'10- 2019,
by ZVZ0111±'s je"��_L ,
as President of ROTARY CLUB OF WINTER SPRINGS,
][Ne, Florida Non Profit Coijoria&fion W-w-_�vfl ts Mis-acof
I ilentification.
N 0 TA R Y`P UB EIC, Sta--ti of Florida
My commission expires:__
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Alcoholic Beverage Vendor Agreement
City of Winter Springs / Rotary Club of Winter Springs, Inc.,
July 4, 2019 Event