HomeMy WebLinkAboutRotary Club of Winter Springs, Inc. Veterans Day Event Permit Agreement - 2017 10 27 WINTER SPRINGS VETERANS DAY EVENT
PERNUT AGREEMENT
THIS PERMIT AGREEMENT ("Agreement") is made and entered into as of the �27
day of CSC 2017 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 and Federal 501(c)(3) organization("Permittee").
WITNESSETH•
WHEREAS, Permittee desires to hold a Special Event in honor of Veterans Day on
November 11, 2017 in Winter Springs, Florida; and
WHEREAS, Permittee desires a permit from the City which would permit the Permittee
to hold the Winter Springs Veterans Day Event on Blumberg Boulevard and adjacent areas, as
permitted under this Agreement; and
WHEREAS,Permittee represents and warrants that it has the personnel, tools, materials,
and experience to satisfy the permit requirements set forth hereunder and to provide the Special
Event as provided herein.
NOW THEREFORE, in consideration of the provisions contained in this Agreement,
and other good and valuable consideration in which the parties acknowledge has been received,
the parties agree as follows:
1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this
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 Permittee regarding the Special
Event permitted 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,
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which is located within the City of Winter Springs Town Center adjacent to
Tuscawilla Road.
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) "Permittee" shall mean the ROTARY CLUB OF WIN-TER SPRINGS, INC., a
Florida Not for Profit Corporation and Federal 501(c)(3) organization and its
officers, employees, agents, and its contractors.
g) "Effective Date" shall be the date on which the last signatory hereto shall
execute this Agreement, and it shall be the date on which this Agreement shall
go into effect. The Agreement shall not be effective against any party until
said date.
h) "Public Records" is as defined in Chapter 119, Florida Statutes.
i) "Special Event" shall mean the outdoor Winter Springs Veterans Day Event
to be held at the Veterans Memorial on Blumberg Boulevard on November
11, 2017 and further described in this permit Agreement. The Special Event
shall be planned, promoted, managed, and operated by the Permittee pursuant
to this Agreement.
2.2 Permit. The City hereby permits the Permittee and the Permittee agrees to
provide the Special Event outlined in this Agreement. No prior or present
agreements or representations shall be binding upon any of the parties hereto
unless incorporated in this Agreement.
3,0 Scope of Special Event. Permittee agrees to provide the following Special Event under
the following special operating conditions:
3.1 Special Event. Permittee shall advertise, produce, plan, promote, manage and
operate the Special Event in cooperation with the City. In furtherance thereof,
Permittee agrees to keep the City Manager fully informed of its plan to promote,
manage, and operate the Special Event so that City can reasonably satisfy its
obligations under this Agreement and reasonably address issues of public health,
safety, and welfare related to the Special Event.
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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3.4 City Special Event Policy. Permittee agrees to comply with the City's written
Special Event policies, if any, deemed applicable to the Special Event by the City
Manager.
3.5 Permits. Permittee shall obtain all local, state, and federal permits necessary to
hold the Special Event and conduct any particular activities therein. In
consideration of the Permittee's obligations under this Agreement, City shall
waive all City permit fees, if any, for the Special Event.
3.6 Set-Up. Unless otherwise provided herein, the Permittee shall provide, setup and
install staging and production materials necessary or desired to produce the
Special Event. Set-up for Special Event purposes may begin at 4p.m. on
November 11, 2017. The Permittee shall be allowed non-exclusive access to
Blumberg Boulevard, for Special Event set-up purposes, both prior and
subsequent to the road's closure.
3.7 Entertainment/program. The Permittee 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 to sign the National Anthem during the
Special Event; (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, 2017 and is intended to last
approximately one(1)hour in duration.
3.8 Cleanup. The Permittee shall coordinate and monitor the pick-up and disposal of
garbage and other debris from the Blumberg Boulevard Special Event area. The
Permittee shall ensure that cleanup is effected immediately following the event, to
the satisfaction of the City, and that cleanup is completed by 9p.m. on November
11, 2017. The Permittee shall assist the City, if requested during cleanup, with
the breakdown and loading of 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 Permittee Expenses.
4.1.1 Unless otherwise provided in this Agreement, Permittee shall pay all costs
and expenses necessary for the Permittee to satisfy its obligations under this
Agreement including, but not limited to, (1) Additional overtime for City police
services authorized by the City Manager exceeding the amount budgeted pursuant
to section 4.2; (2) City parks and recreation overtime costs not to exceed $50.00;
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(3) parking coordination for representatives and public (4) clean up during and at
the conclusion of the Special Event. Payment for any expenses owed to the City
under this provision shall be made at the conclusion of the Special Event or within
ten (10) days of presentation of such expenses by City to Permittee, whichever
occurs later.
4.1.2 Permittee shall purchase, at its sole expense, ten (10) pole banners to
promote the Special Event. The pole banners shall be of a size and to
specifications acceptable to the City. Upon its purchase and receipt of the pole
banners, Permittee shall deliver same to the City for installation on City street
poles. The location of Permittee's pole banners shall be at the sole discretion of
the City. No later than seven (7) days following the conclusion of the Special
Event, the City shall remove Permittee's pole banners and return said banners to
Permittee. The pole banners shall remain the property of Permittee.
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, not to exceed $385.00.
4.3 Special Event Restrictions. Permittee shall have the non-exclusive use of
Blumberg Boulevard on November 11, 2017 for Special Event purposes. This
non-exclusive use for said Special Event purposes includes the set-up,
program/entertainment, and cleanup of Blumberg Boulevard, as addressed by
Sections 3.6, 3.7 and 3.8 herein.
5.0 Due Diligence. Permittee acknowledges that it has investigated prior to the execution of
this Agreement and satisfied itself as to the conditions affecting the Special Event desired
hereunder, the availability of materials and labor, the cost thereof, the requirements to
obtain necessary insurance, permits, professional entertainment and the steps necessary to
complete the Special Event within the time set forth herein. The Permittee warrants unto
the City that it has the competence and abilities to carefully, professionally, and faithfully
complete the Special Event in the manner and within the time limits proscribed herein.
The Permittee will perform the Special Event with due and reasonable diligence
consistent with sound professional and labor practices and with due and reasonable
consideration to the public health, safety, and welfare.
6.0 General Miscellaneous Provisions. The following general miscellaneous provisions
shall apply to this Agreement:
6.1 Time of the Essence. The City's responsibility to make Blumberg Boulevard and
adjacent areas available to Permittee is limited to the time periods set forth
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hereunder. As such, the Permittee acknowledges and agrees that time is of the
essence for the completion of the Special Event 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 and D'Agresta, P.A., and other attorneys therein,
have acted as counsel for the City in connection with this Agreement and the
transactions contemplated herein, and have not given legal advice to any party
hereto other than the City.
6.6 Severability. If a word, sentence, or paragraph herein shall be declared illegal,
unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be
severed from this Agreement, and this Agreement shall be read as if said illegal,
unenforceable, or unconstitutional word, sentence, or paragraph did not exist.
6.7 Governing Law 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.
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 either party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall constitute a waiver
of that or any other rights, unless otherwise expressly provided herein.
6.10 Notices. Any notice, request, instruction, or other document to be given as part of
this Agreement shall be in writing and shall be deemed given under the following
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circumstances: when delivered in person; or three (3) business days after being
deposited in the United States Mail, postage prepared, certified or registered; or
the next business day after being deposited with a recognized overnight mail or
courier delivery service; or when transmitted by facsimile or telecopy
transmission, with receipt acknowledged upon transmission; and addressed as
follows (or to such other person or at such other addresses, of which any party
hereto shall have given written notice as provided herein):
TO THE CITY: Mr. Kevin L. Smith, 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. Gerry Marino
Rotary Club of Winter Springs, Inc.
P.O. Box 195235
Winter Springs, FL 32719-2235
(407)327-1500
Email: t .... .
6.11 Counterparts. This Agreement may be execut d in any number of kounterparts,
each of which when so executed and deli Bred, shall be original; but such
counterparts shall together constitute but one and the same instrument.
6.12 Public Record. Pursuant to Section 119.0701, Florida Statutes and other
applicable public records laws, Permittee 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 Permittee 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 Permittee. 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
Permittee 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.
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IF THE PERNHTTEE HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
PERXHTTEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, the city clerk, AT (407) 327-5955,
Cit C1erkDe artmentwinters rinsfl.or, 1126 East State road 434, Florida
32708.
Permittee is required to and agrees to comply with public records laws. Permittee
shall keep and maintain all public records required by the City to perform the
services as agreed to herein. Permittee 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. Permittee 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, Permittee shall transfer to the City, at no
cost, all public records in possession of the Permittee, provided the transfer is
requested in writing by the City Clerk. Upon such transfer, Permittee 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 Permittee 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 Permittee of the request and the Permittee shall then provide
such records to the City or allow the records to be inspected or copied within a
reasonable time. If the Permittee does not comply with a public records request,
the City may enforce this Section to the extent permitted by law. Permittee
acknowledges that if the Permittee does not provide the public records to the City
within a reasonable time, the Permittee may be subject to penalties under Section
119.10,Florida Statutes. The Permittee acknowledges that if a civil action is filed
against the Permittee to compel production of public records relating to this
Agreement, the court may assess and award against Permittee 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 Permittee, be open and freely exhibited to the City
for the purpose of examination, audit, or otherwise. Failure by Permittee 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 Permittee 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
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Statutes, due to Permittee's failure to comply with this Section, the City shall
collect from Permittee prevailing party attorney's fees and costs, and any damages
incurred by the City, for enforcing this Section against Permittee. 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 Permittee's
failure to comply with this Section. The terms and conditions set forth in this
Section shall survive the termination of this Agreement.
6.13 Interpretation. Both the City and the Permittee have participated in the drafting
of all parts of this Agreement. As a result, it is the intent of the parties that no
portion 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 Permittee and the City.
6.15 No City Representations and Warranties; Success of Special Event. Permittee
agrees and acknowledges that the City has made no representations and
warranties regarding the Special Event. Permittee has assumed full responsibility
for furnishing, performing, and completing the Special Event and that Permittee
agrees and acknowledges the City has in no way guaranteed that the Special
Event will be successful 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. Permittee 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 General Liability Insurance. For all activities and services permitted and which occur
under this Agreement, including any and all activities and services provided and
performed by Permittee and by authorized participants of the Special Event, the Permittee
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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 activities and services permitted and occurring under this
Agreement, including any and all activities and services provided and performed by
Permittee and by authorized participants of the Special Event. The insurance shall have
minimum limits of coverage of$1,000,000.00 per occurrence combined single limit for
bodily injury liability, property damage liability, and food and liquor liability. This shall
include, but not be limited to, automobile liability of owned vehicles, hired and non-
owned vehicles, and employee non-ownership. All insurance coverage shall be insurer(s)
approved by the City Manager and licensed by the state of Florida to engage in business
of writing of insurance. The City shall be named on the foregoing insurance policies as
"additional insured." The Permittee shall cause its insurance carriers to furnish insurance
certificates and endorsements specifying the types and amounts of coverage and effect
pursuant hereto, the expiration date on such policies, and the statement that no insurance
under such policies will be cancelled without thirty (30) days prior written notice to the
City in compliance with other provisions of this Agreement. The Permittee shall be
solely responsible to pay any deductible, if any, relating to any claim made against the
insurance coverages and policies provided under this Agreement. If this City has any
objection to the coverage afforded by or other provision of the insurance required to be
purchased and maintained by the Permittee in accordance with this paragraph on the basis
of its not complying with the Agreement, the City shall notify the Permittee in writing
thereof within thirty (30) days of the date of deliver of such certificates and endorsements
to the City. For all activities and services permitted and occurring under this Agreement,
including any and all activities and services provided and performed by Permittee and by
authorized participants of the Special Event, the Permittee shall continuously maintain
such insurance in the amount, type, and quality as required by this paragraph.
10.0 Indemnification and Hold Harmless. For all activities and services permitted and
occurring under this Agreement, including any and all activities and services provided
and performed by Permittee and by authorized participants of the Special Event, the
Permittee agrees to the fullest extent permitted by law, to indemnify and hold harmless
the City and its employees, officers, and attorneys from and against all claims, losses,
damages, personal injuries (including but not limited to death), or liability (including
reasonable attorney's fees), which directly or indirectly arises out of, or results from any
act or failure to act of Permittee or any person authorized by Permittee to participate in
the Special Event which in any way is related to Permittee's obligations under this
Agreement, and/or the services and activities provided and performed under this
Agreement.
The indemnification provided above shall obligate the Permittee to defend at its own
expense or to provide for such defense, at the option 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 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
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included with this indemnification provided herein. This section shall survive
termination of this Agreement.
11.0 Standard of Care. In performing its activities and services hereunder, the Permittee will
use that degree of care and skill ordinarily exercised, under similar circumstances by
reputable members of its profession practicing in the same or similar locality. Permittee
shall protect the public and property from any safety hazards directly or indirectly
resulting from the Special Event and authorized participants thereto.
12.0 Termination. By written notice to Permittee, the City shall have the right to cancel the
Special Event and this Agreement at any time, without penalty.
13.0 Term. The term of this Agreement shall commence upon full execution of this
Agreement by the parties and end at such time Permittee has fully performed all the
services required by this Agreement to the complete satisfaction of the City.
14.0 Permittee's Signatory. The undersigned person executing this Agreement on behalf of
Permittee hereby represents and warrants that he has the full authority to sign said
Agreement for Permittee and to fully bind Permittee to the terms and conditions set forth
in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year written above.
CITY:. PERMITTEE:
CITY OF WINTER SPRINGS,FLORIDA ROTARY CLUB OF
J WINTER SPRINGS,INC.
B r
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K , n L. Smith City anager
Name: �r
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