HomeMy WebLinkAboutRotary Club of Winter Springs, Inc. Fourth of July Agreement (Alcoholic Beverage Vendor) 2017 06 19 8
ALCOHOLIC BEVERAGE VENDOR AGREEMENT
THIS ALCOHOLIC BEVERAGE VENDOR AGREEMENT ("Agreement") is made
and entered into as of the ', ° " °'day of June, 2017 by and between the CITY OF WINTER
SPRINGS, a Florida Municipal Corporation ("City"), and ROTARY CLUB OF WINTER
SPRINGS,INC., a Florida Non Profit Corporation("Rotary Club").
WITNESSETH:
WHEREAS, City of Winter Springs conducts a 4th of July special event each year at
Central Winds Park for the benefit of the public to celebrate Independence Day, and
WHEREAS, Rotary Club desires to contract with the City to be the exclusive alcoholic
beer beverage vendor during the 4t'of July special event,consistent with the terms and conditions
of this Agreement; and
WHEREAS,Rotary Club desires to contract with the City to be a non-exclusive alcoholic
wine beverage vendor during the 0 of July special event,consistent with the terms and conditions
of this Agreement; and
WHEREAS,Rotary Club has advised City staff that Rotary Club has as agreement with a
local beer distributor in order to acquire the amount of alcoholic beer necessary for the 4t'of July
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
staff,operate and maintain the exclusive alcoholic beer beverage booth and trailer during the City's
4t'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. No prior or present agreements or representations shall be
binding upon the parties hereto unless expressly incorporated into this Agreement. The parties
agree that the Event will be held on July 4, 2017, 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.
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Alcoholic Beverage Vendor Agreement
City of Winter Springs/Rotary Club of Winter Springs,Inc.,
July 4,2017 Event
3.0 Alcoholic Beverage Service. The City shall not provide the alcohol inventory to Rotary
Club. As the exclusive provider of beer during the Event, Rotary Club shall be responsible, at
their sole cost and expense, for ensuring that an adequate supply of alcohol/beer is provided for
the Event, which has an anticipated crowd of approximately eight thousand (8,000) people.
Alcoholic beverages served during the Event shall be strictly limited to beer and wine only. Rotary
Club may serve alcoholic beverages from one(1) alcoholic beverage booth ("booth") and one(1)
alcoholic beverage trailer ("trailer") as provided for herein. Rotary Club shall be responsible for
the management and staffing of both the alcoholic beverage booth and trailer during set up,
operation, and clean-up of the Event; collection of cash and other forms of revenue; and set up,
break down and clean-up of the booth and trailer. Rotary Club shall be solely responsible for
remittance of any state sales tax, if applicable, resulting from the sale of alcoholic beverages.
Alcohol consumption in the booth and trailer shall be strictly prohibited. It shall be the sole
responsibility of Rotary Club to ensure that patrons of the alcoholic beverage booth and trailer are
at least 21 years of age and that any individual appearing 35 years of age or younger be required
to produce valid state-issued identification as proof of age prior to being served alcoholic
beverages. Rotary Club shall ensure that booth and trailer patrons are not over-served and that
service is refused where, in the reasonable judgement of Rotary Club, any individual appears
intoxicated. The City reserves the right, in its sole discretion, to discontinue the operation of the
alcoholic beverage booth or trailer at any time during the Event, if patrons are being served
illegally or being over-served. The responsibilities set forth in this section shall not represent an
exhaustive list of Rotary Club's responsibilities under the terms of this Agreement and Rotary
Club shall undertake any reasonable action in furtherance of the efficient and safe operation of the
alcoholic beverage booth and trailer not inconsistent with any provision of this Agreement.
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 10'by 10'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
discretion 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
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Alcoholic Beverage Vendor Agreement
City of Winter Springs/Rotary Club of Winter Springs,Inc.,
July 4,2017 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 sum 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.
7.0 Effective Date;Termination. This Agreement shall become effective upon full execution
by both parties hereto and shall, unless sooner terminated pursuant to subsections 7.1 or 7.2,
terminate upon full completion of the parties' respective obligations set forth in this Agreement.
7.1 Termination by City. 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.
8.0 Contractors. Rotary Club may employ as many contractors or assistants as it deems
appropriate and necessary to perform its respective services required hereunder. However,Rotary
Club shall be solely responsible for the payment of their respective contractors or assistants,
including, but not limited to, responsibility for their acts and omissions, wages, fees, applicable
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:
10.1 Time is of the Essence. Time is of the essence of this Agreement.
10.2 No Assignment. This Agreement shall not be assigned or transferred.
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City of Winter Springs/Rotary Club of Winter Springs,Inc.,
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10.3 Third Party Ri plats. 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 the
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.
10.5 Le=al Rc presentation. The parties acknowledge that Garganese, Weiss &
D'Agresta,P.A.,and the 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 City.
10.6 S,everability.. If any provision of this Agreement is held to be invalid, void, or
unenforceable,the remaining provisions shall nevertheless remain in full force and effect,
unless the absence of the invalid,void or unenforceable provision or provisions causes this
Agreement to fail in its essential purposes.
10.7 Governing Law and Venue. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida. The parties further agree that in any
dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial
courts located in Seminole County, Florida for any state action and Orlando, Florida for
any federal action,any objections as to jurisdiction or venue in such courts being expressly
waived.
10.8 Attorne�'s Fees. In the event any litigation or controversy arises out of or in
connection with this Agreement between the parties hereto, the prevailing party in such
litigation or controversy shall 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.
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
provision and same shall continue in full force,unless otherwise expressly provided herein.
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
circumstances: when delivered in person; or three (3) business days after being deposited
in the United States Mail,postage prepaid, 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):
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Alcoholic Beverage Vendor Agreement
City of Winter Springs/Rotary Club of Winter Springs,Inc.,
July 4,2017 Event
To City: City of Winter Springs
Attn: City Manager
1126 E. State Road 434
Winter Springs, FL 32708
To Rotary Club: Rotas b ofr` i ngs, Inc..
Attn: .:..
P.O. B.- 1952 Ty5
Winter Spring. Florida 32719
10.11 Counte]1Arts. 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 119.0701,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
video tapes, films, photographs, data processing software, writings or other material(s),
regardless of the physical form, characteristics, or means of transmission, of Rotary Club
related, directly or 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, films, 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 CLUB'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS, THE CITY CLERK, AT (407) 327-
5955, CITYCLERKDEPARTMENT er),WINTERSPRINGSFLORG, 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 by 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
reasonable time at a cost that does not exceed the cost provided by law. Rotary Club shall
ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of
the Agreement term.Upon completion of the Agreement,Rotary Club shall transfer to the
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Alcoholic Beverage Vendor Agreement
City of Winter Springs/Rotary Club of Winter Springs,Inc.,
July 4,2017 Event
City, at no cost, all public records in possession of the Rotary Club, provided the transfer
is requested in writing by the City Clerk. Upon such transfer, Rotary Club shall destroy
any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements.However,if the City Clerk does not request that the public
records be transferred, the Rotary Club shall continue to keep and maintain the public
records upon completion of the Agreement and shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the City,
upon request from the City Clerk, in a format that is compatible with the information
technology systems of the City. Should the City not possess public records relating to this
Agreement which are requested to be inspected or copied by the City or any other person,
the City shall immediately notify Rotary Club of the request and the Rotary Club shall then
provide such records to the City or allow the records to be inspected or copied within a
reasonable time. If the Rotary Club does not comply with a public records request, the
City may enforce this Section to the extent permitted by law. Rotary Club acknowledges
that if the Rotary Club does not provide the public records to the City within a reasonable
time, the Rotary Club may be subject to penalties under Section 119.10, Florida Statutes.
The Rotary Club acknowledges that if a civil action is filed against the Rotary Club to
compel production of public records relating to this Agreement, the court may assess and
award against Rotary Club the reasonable costs of enforcement, including reasonable
attorney fees. All public records in connection with this Agreement shall, at any and all
reasonable times during the normal business hours of the Rotary Club,be open and freely
exhibited to the City for the purpose of examination,audit,or otherwise. Failure by Rotary
Club to grant such public access and comply with public records laws and/or requests shall
be grounds for immediate unilateral cancellation of this Agreement by the City upon
delivery of a written notice of cancellation. If the Rotary Club fails to comply with this
Section, and the City must enforce this Section, or the City suffers a third party award of
attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to Rotary
Club's failure to comply with this Section, the City shall collect from Rotary Club
prevailing party attorney's fees and costs, and any damages incurred by the City, for
enforcing this Section against Rotary Club. And, if applicable, the City shall also be
entitled to reimbursement of all attorneys' fees and damages which the City had to pay a
third party because of the Rotary Club's failure to comply with this Section. The terms
and conditions set forth in this Section shall survive the termination of this Agreement.
10.13 Inter•;retation. 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.
10.14 Indendent 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
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City of Winter Springs/Rotary Club of Winter Springs,Inc.,
July 4,2017 Event
Agreements, either oral or written, and all such matters shall be deemed merged into this
Agreement.
10.16 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. 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 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.
10.17 Indemnification and Hold Harmless. For all services performed pursuant to this
Agreement,Rotary Club agrees to the fullest extent permitted by law,to protect,indemnify,
save and hold harmless the City and its employees,elected and appointed officials,officers,
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
and all injury to person(including death) directly or indirectly arising from the negligent
acts, errors, omissions, intentional or otherwise, arising out of or resulting from their
respective: (I) performance of services pursuant to this Agreement; (ii) failure to properly
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.
The indemnification provided above shall obligate the indemnifying party to defend at its
own expense or to provide for such defense, at the sole 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, elected or appointed officials,
officers, and attorneys which may result from the services under this Agreement whether
the services be performed by the indemnifying party or anyone directly or indirectly
employed or hired by them. In all events the City shall be permitted to choose legal counsel
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.
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City of Winter Springs/Rotary Club of Winter Springs,Inc.,
July 4,2017 Event
10.18 Standard of Care. In performing its services hereunder, Rotary Club shall 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.
10.19 Contractor's Signatory. The undersigned person executing this Agreement on
behalf of each party hereby represents and warrants that he/she has the full authority to
sign said agreement and to fully bind their principal to the terms and conditions set forth
in this Agreement.
11.0 Suspension or Cancellation of Event. The City shall have the right to temporarily
suspend or cancel the Event at any time in the event of an adverse weather condition, emergency,
or in the event of any other occurrence requiring the temporary suspension or cancellation of the
Event in furtherance of the health, safety and welfare of the City, pursuant to its inherent police
powers under Chapter 166, Florida Statutes. Any such suspension or cancellation shall be at the
City's sole discretion and shall be without penalty to the City.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first written above.
CITY:
CITY OF WINTER_SPRINGS, FLORIDA,
a Florida municipal corpo•,tion.
Ke L....Smith, °1 , ...� .em
y Mari?ger
WITNESSED BY:
P curt 'lne
� din
r
i ��� ,,
Print Name.
[Remainder of page intentionally blank; additional signature page follows]
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Alcoholic Beverage Vendor Agreement
City of Winter Springs/Rotary Club of Winter Springs,Inc.,
July 4,2017 Event
Rotary Club:
WINTER SPRINGS ROTARY CLUB,INC.,
a Floridallon Profit rporation.
� c
President
Name � ',�
(Print name)
STATE OF FLORIDA
COUNTY OF SEMINOLE
The foregoing instrument was acknowledged before me this 19 day of June,2017,by
J U-"E , as President of WINTER SPRINGS ROTARY CLUB, INC., a
Florida Non Profit Corporation, [ ] who is personally known to me or [VI who has produced
FL-DL MlaSb-M-55-2q 3-p as identification.
MY COMMfSSION#GG 1f1C'i'�0�,
LORNA M.BRADLEY
NOTARY PUBLIC
EXPIRES:May 16,2021 y —
Bonded Thru Notary Public Llnderwa',;r• M c0
* *_ Sty e of Florida
Jk commission expires: 5110j 20Z)
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Alcoholic Beverage Vendor Agreement
City of Winter Springs/Rotary Club of Winter Springs,Inc.,
July 4,2017 Event