HomeMy WebLinkAboutRotary Club of Winter Springs, Inc. Veterans Day Event Permit Agreement - 2019 10 22 WINTER SPRINGS VETERANS DAY EVENT
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT("Agreement") is made and entered into as of
by and between the CITY OF WINTER SPRINGS,a Florida Municipal Corporation,("City")
and the ROTARY CLUB OF WINTER SPRINGS, INC., A Florida Not for Profit
Corporation("Participant").
WITNESSETH:
WHEREAS, Participant agrees to participate with the City at a Special Event in honor
of Veterans Day on Monday,November 11,2019 in Winter Springs,Florida; and
WHEREAS, Participant represents and warrants that it has the personnel, tools,
materials, and experience to satisfy the permit requirements set forth hereunder and to provide
the Special Event as provided herein.
NOW THEREFORE, in consideration of the provisions contained in this Agreement,
and other good and valuable consideration in which the parties acknowledge has been
received,the parties agree as follows:
1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this
reference are fully incorporated into this Agreement.
2.0 General Provisions:
2.1 Definitions.
a) "Advertise"shall mean the act of publicly announcing or calling attention to
the Special Event and could include, but not limited to, the distribution of
handbills or mass mailings, the use of outdoor advertising and
announcements by billboard,poster,radio,television, or newspapers.
b) "Agreement"or"Contract" shall mean this Agreement and all exhibits and
addendums thereto between the City and Participant regarding the Special
Event referred to herein.
c) `Blumberg Boulevard"shall mean the right-of-way and Veterans Memorial
located in the median of said right-of way owned and operated by the City,
which is located within the City of Winter Springs Town Center adjacent to
Tuskawilla Road.
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City of Winter Springs/Rotary Club of Winter Springs,Inc.
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d) "City" shall mean the City of Winter Springs, a Florida Municipal
Corporation and its officers,employees, agents and contractors.
e) "City Manager" shall mean the City manager of the Winter Springs,Florida
or his designee.
f) "Participant" shall mean the ROTARY CLUB OF WINTER SPRINGS,
INC., a Florida Not for Profit Corporation, 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 defined in Chapter 119,Florida Statutes.
i) "Special Event" shall mean the outdoor Winter Springs Veterans Day Event
to be annually scheduled by the City and held at the Veterans Memorial on
Blumberg Boulevard in November of each year, commencing with the first
scheduled event on Monday, November 11, 2019 and further described in
this Agreement. The Special Event shall be planned, promoted, managed,
and operated by the City and Participant pursuant to this Agreement.
2.2 Permit. The City agrees to complete and process any necessary permitting in
order 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. Participant agrees to provide the following under the following
special operating conditions:
3.1 Special Event.Participant shall provide the services specified in paragraph 3.5,
below,for the Special Event in cooperation with the City. In furtherance thereof,
Participant agrees to keep the City Manager fully informed of its plan to provide
these services.
3.2 Food and Beverage. No food or beverages are to be provided by either party
for the Special Event.
3.3 Sponsorship; Event Fees. Unless otherwise provided in this Agreement,City
shall retain the sole right to all sponsorships, if any, for the Special Event.
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City of Winter Springs/Rotary Club of Winter Springs,Inc.
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3.4 City Special Event Policy. Participant agrees to comply with the City's written
Special Event policies, if any, deemed applicable to the Special Event by the
City Manager.
3.5 Entertainment/program. The Participant shall be responsible for coordination
and provision of the following for the Special Event: (1) coordination and
provision of the Winter Springs High School band to provide music during the
Special Event;(2)coordination and provision of the Winter Springs High School
Interact Club to distribute ribbons and programs during the Special Event; (3)
coordination and provision of a group sing the National Anthem during the
Special Event; and, (4) coordination and provision of the Winter Springs High
School ROTC for presentation of the colors during the Special Event. The
Special Event program shall begin at 6p.m. on November 11, 2019 and is
intended to last approximately one (1)hour in duration.
3.6 Cleanup. The City will coordinate and monitor the pick-up and disposal of
garbage and other debris from the Blumberg Boulevard Special Event area. The
City will breakdown and load the 100 City-owned folder chairs used for the
Special Event.
4.0 Compensation, Expenses and Special Event Restrictions. Compensation and
expenses for the Special Event shall be paid as follows:
4.1 Participant Expenses. Unless otherwise provided in this Agreement,
Participant shall pay all costs and expenses necessary for the Participant to
satisfy its obligations under this Agreement.
4.2 City Expenses. City shall provide the following services and facilities for the
Special Event: (1)promotion of the Special Event through the City website; (2)
100 City-owned folding chairs for ceremony; (3) use of City-owned sound
system for announcements and ceremony; (4)use of electric service and potable
water as available on Blumberg Boulevard; (5) road closure and re-opening of
Blumberg Boulevard with cones and signage;(6)installation and removal of two
(2) City-owned light towers and diesel fuel; (7) overtime costs for four(4) City
police officers.
5.0 Due Diligence.Participant acknowledges that it has investigated prior to the execution
of this Agreement and satisfied itself as to the conditions affecting its obligations
hereunder.The Participant warrants unto the City that it has the competence and abilities
to carefully, professionally, and faithfully complete its obligations in the manner and
within the time limits proscribed herein.
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City of Winter Springs/Rotary Club of Winter Springs,Inc.
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6.0 General Miscellaneous Provisions. The following general miscellaneous provisions
shall apply to this Agreement:
6.1 Time of the Essence. The City's responsibility to make Blumberg Boulevard
and adjacent areas available to Participant is limited to the time periods set forth
hereunder. As such,the Participant acknowledges and agrees that time is of the
essence for the completion of the duties to be performed under this Agreement.
6.2 Non-Business Day. In the event that any period of time, as set forth in this
Agreement,expires or any date herein occurs on a Saturday, Sunday,holiday or
other non-business day, then such date shall automatically extend to 5:00 p.m.
on the next subsequent business day, excluding the day the Special Event will
be held pursuant to this Agreement.
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 of
the parties hereto shall fully cooperate with each other and perform any further
act(s), execute and deliver any further documents that 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 Garganese,Weiss,D'Agresta&Salzman,P.A.,and other attorneys
therein, have acted as counsel for the City in connection with this Agreement
and the transactions contemplated herein,and have not given legal advice to any
party hereto other than the City.
6.6 Severability. If a word, sentence, or paragraph herein shall be declared illegal,
unenforceable, or unconstitutional, the said word, sentence, or paragraph shall
be severed from this Agreement, and this Agreement shall be read as if said
illegal, unenforceable, or unconstitutional word, sentence, or paragraph did not
exist.
6.7 Governing Law and Venue. This Agreement shall be governed by the law of
the State of Florida. Venue of all disputes shall be properly placed in Seminole
County, Florida. The parties agree that the Agreement was consummated in
Seminole County, and the site of the Special Event is Seminole County. If any
dispute concerning this Agreement arises under Federal law, the venue will be
Orlando, Florida. Any objections to jurisdiction and venue are expressly
waived.
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City of Winter Springs/Rotary Club of Winter Springs,Inc.
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6.8 Attorney's Fees. In. the event any litigation Or controversy arises out of or in
connection with the parties hereto, each party shall bear their own costs and
attorney's fees.,
6.9 Non Waiver. No delay or.failure by eitherp arty to exercise any right un.der t1lis
Agreentent, and no partial or single exercise of that right, shall constitute a
waiver of that or any other riLihts, unless otherwise expressly provided herein.
6.10 Notices. Any notice,request, instruction, or other document to be given as part
of this Agreernent shall be in. wri.ting and shall be deemed given under ihe
.Following circurnst .nuc es.- when delivered in person-, or three (3) business days
after being deposited in the United States Mail, postage preared, certified or
p
registered-- or the next business day after being deposited wit.h a recognized
overnight,rnad or courier delivery service.- or when.transmitted by facsimile or
tel cushy transmission, with receipt acknowledged upon transmission.-- and
addressed asfollows(or to sucti.other person or at such other addresses,of,which
any party hereto shall .have given.written.notice as provided herein).
To].1 1E CITY Mr. :ha ..n Boyle, City Manager
City of Winter Springs
1126 1!"ast S.R... 434
Winter Springs,F1,32708-2799
(407) 327 5957 (Phone)
(407) 327 6686 (Fax)
TO ROTARY CLUB OF
WIN'FER SPR INGS, INC.- Mr. Torn Foster,President
Rotaiy Club of'Winter Springs, Inc.
R.O. Box. 1.95235
Winter Springs, FL 3271 9 2235
(407) 721-8489
Ernait tfos er d c o�.c(,.)m�
......................................
6.11 Counterparts.'I'his Agreement may be executed in any number of countcqmarts,
each. of which when so executed and delivered, shall be original; but such
cou.n.teqjairts shall together constitute but,one and the sane instrLunent..
6.12 Public Record. In. accordarice with section 119.070.1, Florida Statutes,
Participant agrees that all docurnents, transactions, writings, papers, letters,
tapes, photographs, sound recordings, data processing software, or other
material:, regardless of the physical fortri, characteristics, or means of
transmission,made or recei ved pursuant to this Agreement or in connection with
any fim.ds provided by the City pursuant to this.Agreerne nt may be considered
Veterans Day Ewent Participation.A.g.reeinent 2019
City of Winter Springs/Rotary Chub of Winter Spffiigs,Inc.,
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public records pursuant to Chapter 119, Florida Statutes. Participant agrees to
keep and maintain any and all public records that ordinarily and necessarily
would be required by the City in order to perform the services required by this
Agreement. Participant also agrees to provide the public with access to public
records on the same terms and conditions that the City would provide the records
and at a cost that does not exceed the cost provided by Chapter 119, Florida
Statutes or as otherwise provided by law.Participant shall also ensure that public
records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law. In
addition,Participant shall meet all requirements for retaining public records and
transfer,at no cost,to the City all public records in possession of the Participant
upon termination of this Agreement and destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure
requirements. All records stored electronically must be provided to the City in
a format that is compatible with the information technology systems of the City.
If Participant does not comply with a public records request,the City shall have
the right to enforce the provisions of this Paragraph. In the event that Participant
fails to comply with the provisions of this Paragraph, and the City is required to
enforce the provisions of this Paragraph, or the City suffers a third party award
of attorney's fees and/or damages for violating the provisions of Chapter 119,
Florida Statutes due to Participant's failure to comply with the provisions of this
Paragraph, the City shall be entitled to collect from Participant prevailing party
attorney's fees and costs, and any damages incurred by the City, for enforcing
this Paragraph against Participant. And, if applicable, the City shall also be
entitled to reimbursement of any and all attorney's fees and damages which the
City was required to pay a third party because of Participant's failure to comply
with the provisions of this Paragraph. This Paragraph shall survive the
termination of this Agreement.
6.13 Interpretation. Both the City and the Participant have participated in the
drafting of all parts of this Agreement. As a result, it is the intent of the parties
that no portion of this Agreement shall be interpreted more harshly against either
of the parties as the drafter.
6.14 No Joint Venture. This Agreement shall not in any way be deemed to create a
joint venture or principal-agent relationship between Participant and the City.
6.15 No City Representations and Warranties; Success of Special Event.
Participant agrees and acknowledges that the City has made no representations
and warranties regarding the Special Event. Participant has assumed full
responsibility for furnishing,performing, and completing its obligations for the
Special Event and that Participant agrees and acknowledges the City has in no
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City of Winter Springs/Rotary Club of Winter Springs,Inc.
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way guaranteed that the Special Event will be successful by any person's
standard and belief of success.
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.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. Participant 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 or judgment,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.
9.0 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 Participant, the Participant 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 Participant or any person
authorized by Participant to participate in the Special Event which in any way is related
to Participant's obligations under this Agreement.
The indemnification provided above shall obligate the Participant to defend at its own
expense or to provide for such defense,at the option of the City, as the case may be,of
any and all claims and liability and all suits and actions of every name and description
that may be brought against the City or its employees,officers,and attorneys which may
arise or result from the Participant's obligations under 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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10.0 Standard of Care. In performing its activities and services hereunder, the Participant
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.
Participant shall protect the public and property from any safety hazards directly or
indirectly resulting from its specified obligations under this Agreement.
11.0 Termination. By written notice to Participant, the City shall have the right to cancel
the Special Event and this Agreement at any time,without penalty.
12.0 Term. The term of this Agreement shall commence upon full execution of this
Agreement by the parties and shall automatically renew for each annual Special Event
conducted by the City unless this Agreement is terminated by either party pursuant to
Paragraph 11 of this Agreement.
13.0 Participant's Signatory. The undersigned person executing this Agreement on behalf
of Participant hereby represents and warrants that he has the full authority to sign this
Agreement for Participant and to fully bind Participant 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: PARTICIPANT:
CITY OF WINTER SPRINGS,FLORIDA ROTARY CLUB OF
WINTER SPRINGS,INC.
By: By:
,..
Tom Foster
Shawn Boyle, Ci(° Manager Tom Foster,President
Rotary Club of Winter Springs, Inc.
Date: Date:
10/18/19
Veterans Day Event Participation Agreement 2019
City of Winter Springs/Rotary Club of Winter Springs,Inc.
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