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HomeMy WebLinkAboutRotary Club of Winter Springs, Inc. Alcoholic Beverage Vendor Agreement 2021 06 11 ALCOHOLIC BEVERAGE VENDOR AGREEMENT THIS ALCOHOLIC BEVERAGE VENDOR AGREEMENT ("Agreement") is made and entered into as of the_LL_day of J u wc , 2021 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 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 4h of July special event,consistent with the to and conditions of this Agreement;and WHEREAS,Rotary Club desires to contract with the City to be a non-excIusive alcoholic wine beverage vendor during the 4dof July special event,consistent with the terms and conditions of this Agreement;and WHEREAS,Rotary Club has advised City staff that Rotary Club has 2a agreement with a local beer distributor in or to acquire the amount of alcoholic beer necessary for the 41b 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 4&of July Special Event('Event")in exchange for the compensation amangement 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 4,2021, or, if the Event is postponed, assoon 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. Page 1 of 10 Alcoholic Beverage Vendor Agreement City of Winter SpriW/Rotary Club of Winter Springs,Inc., July 4,2021 Event 3.0 Alcoholic Beverage Service. The Cityshall not provide the alcohol inventory Club. As e 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 e Event, which has an anticipatedcrowd of approximately ten thousand (10,000) people. Alcoholic beverages served during the Eventshall be strictly li it beer and wine only. Rotary Club may serve alcoholic beverages from one(1) alcoholic beverage booth("booth") o (1) alcoholic every a trailer("trailer") as provided for herein. Rotary Clube responsible for the management of both the alcoholic beverage booth and trailerset up, operation, clean-up of the vent; collection of cash and other formsrevenue; and set up, breako clean-up of the booth and trailer. Rotary Club1 be solely responsible for remittance of any statetax, if lic 1 , resulting from the sale of alcoholic beverages. Alcohol consumption in the booth and trailer shall be strictly prohibited. Its all be the sole responsibility a a that patrons of the alcoholic beverage booth and trailer 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. lu shall ensure that booth and trailers are not over-served t service is refused here, in the reasonable judgement of Rotary Club, any individual appears intoxicated. The Cityreserves the right, in its sole discretion, to discontinue the operationthe alcoholic beverage booth or trailer at any time n v , if patrons are being served illegally or being over-served, The responsibilities set forth in this section shall not represent an exhaustive list of RotaryClub' responsibilities under the terms of this Agreement and Rotary Club shall undertake any reasonable actio er cefficient and safe operationthe alcoholic beverage booth and trailer not inconsistent i provision of this et. Liquor4.0 License or Permit; Insurance. Rotary Clubshall be solely responsible for obtaining the requisite liquor license or permit and liquor liability insurance for the Event. Said insurance shall name the Citydo l insured. The Citye to use its best and reasonable efforts support uor license or permit and liquor liability insurance application submitted in furtherance of this Agreement. The cost of the liquor license or permit and liquor liabilityinsurance will be paid for by Rotary Clubt its sole expense,and shall not be reimbursable by e City for any reason, including but not Limited to cancellation of the Event by either Rotary lub shall provide the Cityi copy of its liquor license or permit and liability insurance policy prior to the commencement of the Event, but in o case less than ten ( ) days prior to the Event. 5.0 Booth and Trailer. The City shall provide Rotary Club a l ' y l ' oth and 1,000 watts of electricity servicing a booth, The location of both the alcoholic beverage boothe alcoholic beverage trailer shall be at the sole discretion of the City. The City shall providee Rotarycanopy tent for its designated space, as well as tables and chairs, in o determinede 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 providedy Club.Rotary ofary Club is authorized to utilize a location f ine 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 liabilitiest` to the trailer. The City shall Page of 10 Alcoholic Beverage Vendor Agreenmt City of Winter Springs/ o b of Winter Springs,Inc., July 4,221 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 finther compensation due to the City or Rotary Club under this Agreement. 7.0 Effective Date; Termination. This Agreement shall become effective on fall execution by both parties hereto and shall, unless sooner terminated pursuant to subsections 7.1 or 72, terminate upon full completion of the parties' respective obligations set forth in this Agreement. 7.1 Tennination 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 Tennination 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 wan-ants 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 Assigament. This Agreement shall not be assigned or transferred. Page 3 of 10 Alcoholic Beverage Vendor Agreement City of Winter Springs/Rotary Club of Winter Springs,Inc., July 4,2021 Event 10.3 Third P 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 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 The parties acknowledge that Garganese,Weiss,D'Agresta. &Salzman,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 Sever'abiliiy� 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 Gov .....Law and—Venue. This Agreement shall be construed and enforced in ........ 1-1-4- accordance with the laws of the to 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 Attorney',,JFees, 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 for any provision, under this Agreement, and no partial or single exercise of that right, or failure to enforce and provision, all constitute a waiver of that or any other right or provision and same shall continue in full force,unless otherwise expressly provided herein, 10.10N0tices 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 is any party hereto shall have given written notice as provided herein): Page 4 of 10 Alcoholic Beverage Vendor Agreement City of Winter Springs/Rotary Club of Winter Springs,Inc., July 4,2021 Event To City: City of Winter Springs Attn: City Manager 1126 E. State Road 434 Winter Springs, FL 32708 To Rotary Club: Rotary Club of Winter Spr'.7s,Inc. Attn: 61 _L&!��Lflckht 600 1 19rq-VJ"` P.O.Box 195235 Winter Springs,Florida 32719 10.11 Counte arts. 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 w.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, letten, computerized information and programs, maps, books, audio or video tapes, films, photographs, data processing software, writings or other mate rial(s), regardless of the physical form, characteristics, or mews 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, it 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 out 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 STATUTES9 TO THE ROTARY CLUB'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT., CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY CLERIC., AT (407) 327-59559 CITYCLERKDEPARTMENT��,�, qF .QK r., 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 Page 5 of 10 Alcoholic Beverage Vendor Agreement City of Winter Springs I Rotary Club of Winter Springs,Inc., July 4,2021 Event the Agreement term. Upon completion of the Agreement,Rotary Club shall transfer to the 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 is 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 to 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 penal ties'ander 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.AiA 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 to and conditions set forth in this Section all survive the termination of this Agreement. 10.1 blLerpretation. 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 oft a parties as the drafter. 1 .1 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. Page 6 of 10 Alcoholic Beverage Vendor Agreement City of Winter Springs/Rotary Club of Winter Springs,Inc., July 4,2021 Event 10.15 Entire reement. This Agreement represents the sole, entire and integrated ............ Au-n— 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 Soverei 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 Mest 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 in to the benefit of any third party for the purpose of allowing any claim which of 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 servies performed pursuant to this ..........................--- - - " c Agreement, ub 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, tosses, damages, personal injuries (including but not limited to death), or liability (including reasonable attorneys 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. Page 7 of 10 Alcoholic Beverage Vendor Agreement City of Winter Springs/Rotary Club of Winter Springs,Inc., July 4,2021 Event 10.18 SuWjemental Addendum to ,A&!,Lqq -Ma n. _to Infectious Communicable Diseases.In addition to the Indemnity and Hold Harmless provisions as set forth in Section 10,17, Rotary Club further agrees, to the fullest extent permitted by law, to all provisions of the Waiver of Liability and Hold Harmless Agreement (Infectious Communicable Diseases Including Covid-19) ("Infectious Communicable Disease Waiver") attached hereto as a Supplemental Addendum to the Agreement and which is fully incorporated herein by this reference. Rotary Club shall execute the Infectious Communicable Disease Waiver along with this Agreement. 10.19 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, 10.20 Contractor's Si 'Me 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 in their principal to the to and conditions set forth in this Agreement. 11.0 Suspension or Cancellation of Event. The City shall have the tight 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 muniL I f I corporation. .......... Cst y Manager WITNESSED BY: Print Name: Print Name: [Remainder ofpage intentionally blank additional signature pagefollows] Page 8 of 10 Alcobolic Beverage Vendor Agreement City of Winter Springs/Rotary Club of Winter Springs,Inc., July 4,2021 Event CLUB,Rotairy Club: WINTER SPRINGS ROTARY INC., rporation. (Print name) COUNTY STATE OF FLORIDA SEMINOLE The foregoing instrumn s acknowledged befores of❑ ph sicl presence or ❑ online notarization, this It day of v2021, y r Pr id t of ROTARY CLUi OF—WINTER SPRINGS, ,a Florida , ,71 en ho is personally known tome r uc identification. �? es Dacemher29,2a21 ��OTARY PUBL1 ,5 +1. _...w.. :. ............ of Florida y commission expires:-,, Page 9 of 1 Alcoholic Beverage Vendor Agreement City of WinterSprings/Rotary Clubof Winter Springs,Iric, July 4,21 Event SUPPLEMENTAL ADDENDUM TO AGREEMENT WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT INFECTIOUS COMMUNICABLE DISEASES INCLUDING COVID-19 Asa condition of the use of any CITY OF WINTER SPRINGS("CITY")Facilities and/or Property(collectively referred to as the"Facilities")and in consideration of being allowed to use the Facilities and participate in programs, events and activities conducted by the Rotary Club(collectively referred to as"Activities")thereon of any kind whatsoever,I,as the vendor("Vendor"),on behalf of the Rotary Club,and any officers,employees, agents,contractors.and guests and their supervision and control or for whom Vendor has the capacity to contract,hereby acknowledge and agree to the following- I. The Vendor understands that use of the Facilities includes possible exposure to illness from infectious communicable diseases including,but not limited to MRSA,influenza,and the novel comnavirus.("COVID-19'). Vendor understands the hazards of infectious communicable diseases such as COVID-19 and is familiar with the Centers for Disease Control and Prevention("CDC'J guidelines regarding COVID-19.Vendor acknowledges and understands in particular that the circumstances regarding COVID-19 are changing from day to day and that, accotdingly,the CDC guidelines are regularly modified and updated,and Vendor accopts full responsibility for familiarizing itself with the most recent updates out COVID-19 and any other infectious communicable disease.Vendor her recognizes and assumes the risk that while the City has implemented sanitation procedures for its Facilities,infectious communicable diseases and COVID-1 9 in particular may remain an surfaces for days,sanitation procedures do not guarantee in anyway such disease is not present,and other individuals present within or upon the Facilities may be COVID+or infected with some other infectious communicable disease and Vendor accepts the inherent risks associated therewith by entering the Facilities or engaging in the Activities. 2. Notwithstanding the risks associated with infectious communicable diseases,including but not limited to those specifically set forth herein, which Vendor readily acknowledges,it hereby willingly chose to be in or on the Facilities and participate in Activities. Vendors also provide its officers,employees,agents,con tors,volunteers and guests such health advisories it deems appropriate to ins safety,in its sole responsibility and discretion,regarding communicable diseases and COVID-19 related to participating in the Activities at the Facilities,and Vendor shall finther take such health and safety precautions that Vendor deems appropriate,in its sole responsibility and discretion,to ensure the health and safety of it and its officers,employees,agents,contractors,volunteers and guests who will be present at the Facilities and participate in Activities. 3. Vendor acknowledges and fully assumes the risk of illness or death related to all kinds of infectious communicable diseases including,but not limited to, COVID-19 arising from Vendor conducting the Activities at the Facilities and hereby RELEASE, WAIVE, DISCHARGE, AND COVENANT NOT TO SUE(on behalf of itself,and any officers,employm,agen%contractors,volunteers and guests under their supervision and control or for whom Vendor has the capacity to contract to the extent legally possible,on behalf of any others with whom Vendor may come into contact and allege that they became ill or contracted any infectious communicable disease including,but not limited to,COVID-19 due to Vendor's and any of its officer's,employee's,agent's,contractor's,volunteer's and guest's presence in or on the Facilities and/or participation in the Activities),the CITY and the City's elected officials,officers,attorneys,directors,employees,pro&ssional stafX agents,employees and assigns(the LEAS ES")from any liability related to any and all infectious communicable diseases including,but not limited to COVIOD-19 which might occur as a result of Vendor conducting the Activities at the Facilities. C Vendor all hold harmless the RELEASM from and against any and all claims,demands,suits,judgments,losses or expenses of any nature whatsoever(including,without limitation,attorneys'fi=,costs and disbursements,whether of in-house or outside counsel and whether or not an action is brought, on appeal or otherwise), arising from or out of, or relating to,directly or indirectly,the infection of any and all communicable diseases including,but not limited to,COVIID-19 or any other illness,property damage,injury or death alleged to have occurred on or in the Facilities or arising out of the Activities, 5. It is Vendor's express intent that this Waiver and Hold Harmless Agreement shall bind any assigns and representatives,and shall be deemed as a RELEASE,WAIVER, DISCHARGE,AND COVENANT NOT TO SUE the above-named RELEASEES.Ibis Agreement and the provisions contained herein sball be construed,interpreted and controlled according to the laws of the State of Florida and Venue related to any legal action related to the subject matter contained in this Agreement shall be Seminole County,Florida. VENDOR HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL OF ANY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT. VENDOR ACKNOWLEDGES THAT THIS WAIVER WAS EXPRESSLY NEGOTIATED AND IS A MATERIAL INDUCEMENT TO THE AUTHORIZATION GRANTED BY CITY TO BE ON OR IN THE FACILITIES AND PARTICIPATE IN THE ACTIVITIES. IN SIGNING TM AGREEMENT,VENDOR ACKNOWLEDGES AND REPRESENTS THAT Vendor has read the foregoing Wavier of Liability and Hold Harmless Agreement,understands it and signed it voluntarily as Vendor's own f1we act and deed;no oral representations, statements, or inducements,apart from the foregoing written agreement,have been made;the undersigned is at least eighteen(18)years of age and fully competent and authorized to contractually bind the Vendor; and the undersigned executes this Agrooment for full, adequate and complete consideration My intending to bind the'Vendor to the to and conditions of this Agreement.Vendor further represents this waiver and hold harmless is not in lieu of, but rather in addition to,any other waiver,hold harmless,release or indemnification set forth in the City's Facility Use Application and Agreement and the CITY's adopted Rules,Policies&Rates for Usage for All CITY Facilities. This Agreement is hereby incorporated into and made a part of the Facility Use Application and Agreement if executed in conjunction herewith. IN WITNESS WHEREOF,I have signed this Waiver and Agreement on this day of._(JVAJC' 2021. NA, �TTON: Ww, ci.-us or— Page 10 of 10 Alcoholic Beverage Vendor Agreement City of Winter Springs/Rotary Club of Winter Springs,Inc., July 4,2021 Event