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HomeMy WebLinkAboutOviedo-Winter Springs Chamber of Commerce 1st Annual Central Winds Music Festival Permit Agreement - 2023 03 28 CITY OF WINTER SPRINGS,FLORIDA Ist ANNUAL CENTRAL WINDS MUSIC FESTIVAL PERMIT AGREEMENT rr�l QQ THIS PERMIT AGREEMENT ("Agreement") is made and entered into as of the day of M60 2023, by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City"), and THE OVIEDO-WINTER SPRINGS REGIONAL CHAMBER OF COMMERCE,INC. a Florida Not For Profit Corporation("Permittee"). WITNESSETH: WHEREAS,Permittee desires to hold a Special Event for the benefit of the public in the interest of increasing public awareness of music, through the production of the Central Winds Music Festival on November 19, 2023 in Central Winds Park, located in and owned by the City of Winter Springs,Florida; and WHEREAS, Permittee desires a permit from the City which would authorize the Permittee to hold the I` Annual Central Winds Music Festival at the Central Winds Park as permitted under the terms of 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 be limited to, the distribution of handbills or mass mailings,the use of outdoor advertising and announcements by billboard,poster,radio, television,or newspapers. 1 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. IS'Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 1 of 12 J 3.3 Sponsorship; Event Fees. Unless otherwise provided in this Agreement, Permittee shall retain the sole right to all sponsorships and paid fees for the Special Event. 3.4 Staging, Other Production Materials. Permittee shall provide all staging and production materials necessary to produce a high quality Special Event including, but not limited to, professional audio system, staging and stage lighting, golf carts,radios, tents,port-a-lets, security, event staff,and catering for staff. 3.5 Professional Entertainment. Permittee shall provide professional entertainment during the Special Event as deemed appropriate to a family-oriented and traditional Music Festival event. 3.6 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. i 3.7 Permits. Permittee shall obtain all local, state, and federal permits necessary to hold the Special Event and conduct any particular activities therein. City shall waive all City pennit fees for the Special Event in consideration of the compensation required to be paid City under this Agreement. 4.0 Compensation,Expenses and Obligations. Compensation, expenses and obligations for the Special Event shall be paid as follows: 4.1 Permittee Expenses. 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) the cost of overtime exceeding $5,500.00 for City law enforcement services authorized by the City Manager to ensure public safety during the Special Event and during set- up and breakdown of the Special Event; (2) overnight security services, if desired by Permittee; (3)facility rental fee for use of Central Winds Park in the amount of Two Thousand Dollars and Zero Cents ($2,000.00); (4) all costs of production and otherwise relating to all Central Winds Music Festival banners (5) actual cost to repair any damage to Central Winds Park and adjacent areas incurred as a direct result of the Special Event; (6) all advertising, directional, informational and like signage for the Special Event; (7) parking coordination for musicians, vendors, and public; (8) stage, sound system, lighting, and entertainment; (9) all food and beverages; (10) provide portable restroom facilities (and the cleaning and stocking thereof); (11) all generators needed for the event; (12) all necessary power at Central Winds Park to include three phase 300-amp; single phase 100- amp power drop at the main stage location and additional 20-amp as needed (each of the main drops must be isolated for during the Special event and on set-up days); (13) a minimum of eight (8) light towers to be used for the Event; and(14) clean up during and at the conclusion of the Special Event, including but not I"Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of commerce,Inc. Page 3 of 12 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(s) 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 fiilly cooperate with each other and perform any further act(s), execute and deliver any further documents which 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 Severabihty. 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. Should any litigation arise concerning this Agreement between the parties, the parties agree to bear their own costs and attorney's fees and paralegal'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, shal I 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 l"Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 5 of 12 provided by law. Permittee 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, Permittee shall meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Permittee upon teiiuination 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 Permittee does not comply with a public records request, the City shall have the night to enforce the provisions of this Paragraph. In the event that Permittee 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 Permittee's failure to comply with the provisions of this Paragraph, the City shall be entitled to collect from Permittee prevailing party attorney's fees and costs, and any damages incurred by the City, for enforcing this Paragraph against Permittee. And, if applicable, the City shall also be entitled to reimbursement of f any and all attorney's fees and damages which the City was required to pay a third party because of Permittee'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 Permittee have participated substantially and materially 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 successfiil and profitable by any person's standard and belief of success and profit. 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 I"Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Conuneree,Inc. Page 7 of 12 Permittee shall continuously maintain such insurance in the amount, type, and quality as required by this paragraph. 10.0 Indemnification and Hold Harmless. 10.1 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, officials, agents,servants, and attorneys from and against any and 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 i 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, officials, agents, servants, 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 included with this indemnification provided herein. This section shall survive termination of this Agreement. 10.2 Supplemental Addendum to Agreement Relating to Infectious Communicable Diseases. In addition to the Indemnity and Hold Harmless provisions as set forth in Section 10.1, Permittee 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. Permittee shall execute the Infectious Communicable Disease Waiver along with 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, wider 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 Public Forum Areas. The parties acknowledge and agree that during special events held on City owned or leased property, some portions of City owned or leased property such as roads, sidewalks and parks, may be considered a traditional, limited or designated I"Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. Page 9 of 12 E IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY OF WINTER SPRINGS, FLORIDA THE OVIEDO-WINTER FRINGS REGIONAL CHAMBE 'OF COMM CE,INC. J .._� [[ By: By: '"J I oxane Fe• son, P esident t Name: 't L(r gursil Date: ��-- Title: Date: 3'Z&t ZO 43 i 1 x t I"Annual Central Winds Music Festival 2023 City of Winter Springs/Oviedo-Winter Springs Regional Chamber of Commerce,Inc. k Page 11 of 12 i 1 s l