HomeMy WebLinkAboutHoliday Outdoor Holdings, LLC - Holiday Decor Rental Agreement - 2023 09 27HOLIDAY DECOR RENTAL AGREEMENT
GENERAL TERMS AND CONDITIONS
PROQL)CTS AND SERVICES
These GENERALTERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS AND SERVICES ("Terms")
govern all purchases of products or services (hereinafter referred to as the "Work") by the City of Winter
Springs, Florida, a municipal corporation ("Purchaser" or "City"), from Holiday Outdoor Holdings, LLC, a
Foreign Limited Liability Company ("Rileghs").
1. Applicability. The accompanying Proposal (the "Proposal"), attached hereto as Exhibit
"A", and these Terms (the Proposal and the Terms collectively referred to as this
"Agreement") comprise the entire agreement between the parties, and supersede all
prior or contemporaneous understandings, agreements, negotiations, representations
and warranties, and communications, both written and oral. In the event of any conflict
between these Terms and the Proposal the documents shall govern in the following order:
a. The Terms;
b. The Proposal.
2. Work. Rileighs shall provide the Work to Purchaser as described in the Proposal, in
accordance with the Agreement.
3. Performance Dates. Rileighs shall use reasonable efforts to meet any performance dates
specified in the Proposal, and any such dates shall be estimates only.
4. Purchaser's Obligations. Purchaser shall:
a. cooperate with Rileighs in all matters relating to the Work;
b. respond promptly to any Rileighs request to provide direction, information,
approvals, authorizations or decisions that are reasonably necessary for Rileighs
to perform the Work in accordance with the requirements of this Agreement;
c. provide such Purchaser materials or information as Rileighs may reasonably
request to carry out the Work in a timely manner and ensure that such Purchaser
materials or information are complete and accurate in all material respects; and
d. obtain and maintain all necessary licenses and consents ,and comply with all
applicable laws in relation to the Work before the date on which the Work is to
start.
5. Purchaser's Acts or Omissions. If Rileighs' performance of its obligations under this
Agreement is prevented ar delayed by any act or omission of Purchaser or its agents,
subcontractors, consultants or employees, Rileighs shall not be deemed in breach of its
obligations under this Agreement or otherwise liable for any costs, charges or losses
sustained or incurred by Purchaser, in each case, to the extent arising directly or indirectly
from such prevention or delay.
6. Change Orders.
a. If either party wishes to change the scope or performance of the Services, it shall
submit details of the requested change to the other party in writing. Rileighs shall,
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within a reasonable time after such request, provide a written estimate to
Purchaser of:
i. the likely time required to implement the change;
ii. any necessary variations to the fees and other charges for the Services
arising from the change;
the likely effect of the change on the Services; and
iv. any other impact the change might have on the performance of this
Agreement.
b. Promptly after receipt afi the written estimate, the parties shall negotiate and
agree in writing on the terms of such change (a "Change Order"), Neither party
shall be bound by any Change Order unless mutually agreed upon in writing.
7. Warranties and Disclaimer. Rileighs represents and warrants to Purchaser that it shall
perform the Services using personnel of required skill, experience and qualifications and
in a professional and workmanlike manner in accordance with generally recognized
industry standards for similar services and shall devote adequate resources to meet its
obligations under this Agreement. The Work shall be provided in accordance in all
material respects with Purchaser's specifications, and Rileighs shall not be liable for
tolerances and variations from specifications consistent with usages of the trade or for
normal manufacturing defects. With respect to goods, Rileghs warrants to Purchaser (a)
that the goods shall be of the quality specified or of the test grade of their respective
kinds if no quality is specified; shall conform to the specifications, drawings, samples and
other descriptions contained herein, and to representations made by Rileghs or its
representatives; be fit for Purchaser's particular purpose; and (b) that at the time the
goods are accepted by the Purchaser, the goods shall have been produced, sold,
delivered, and furnished in compliance with all applicable Federal and State laws,
including but not limited to the Consumer Product Safety Act, the Federal Occupational
Safety and Health Act, the Fair Employment Practices Act and the Equal Pay Act, and all
applicable municipal ordinances, regulations, rules, labor agreements, and working
conditions to which the goods are subject, (c) that the goods furnished hereunder are free
of any claims or liens of whatever nature whether rightful or otherwise of any person,
corporation, partnership or association.
8. Indemnification. Rileghs agrees to protect, indemnify, save and hold harmless City, its
elected and appointed officials, officers, attorneys, and employees, from and against all
losses, costs and expenses and from and against all claims, demands, suits and actions for
damages, losses, casts, attorneys fees, expenses and from and against all liability awards,
judgements, and decrees of whatsoever nature for any and all damages to property of
the City or others of whatsoever nature and for any and all injury to any person (including
death) arising out of or resulting from negligence of Rileghs, breach of this Purchase Order
in the performance of services or the manufacture of goods, from any defect in materials
or workmanship, from the failure of the goods to perform to its full capacity as specified
in the Purchase Order, specifications of other data, or from the breach of any express or
implied warranty.
9. Patent Indemnification. Rileghs represents and warrants that it has the right to use any
and all intellectual property, either by licensure or ownership, that is supplied, indirectly
or directly, under this Purchase Order. Further, the Rileghs agrees that the City is relying
on this representation and warranty to issue this Purchase Order. Rileghs agrees to hold
harmless and to defend City against any claims of patent or copyright infringement
occasioned by the manufacturer, sale or use of material supplied under this Purchase
Order and to indemnify City, and its elected and appointed officials, officers, attorneys,
and employees, against any damages occasioned by such claims whether justified or
unjustified.
1.0. Limitation of Liability. In the event that Purchaser has any claim against Rileighs arising
out of, or relatingto, goods and/orservices delivered by Rileighs to Purchaser, orthe non-
delivery of goods and/or services otherwise, Rileighs' exclusive and sole liability shall be
limited, as Rileighs' option, to either the replacement of the goods and/or services at the
original point of delivery or the return of the sales price of the goods and/or services with
respect to which the claim is made. Under no circumstances shall Rileighs, its parent,
subsidiaries and affiliates be liable for any incidental, indirect, special, punitive or
consequential damages (including anticipated profits or revenues). In no event shall
Rileighs' aggregate liability arising out of or related to this Agreement, whether arising
out of or related to breach of contract, tort (including negligence) or otherwise, exceed
the aggregate amount paid or payable to Rileighs pursuant to the applicable Proposal
out of which the claim arose.
11. Independent Contractor. Rileighs shall be considered an independent contractor in its
performance of the Work and responsible for all acts or omissions (negligent or
otherwise) of its agents, employees and subcontractors. Rileighs alone shall be liable and
responsible for the manner and methods by which the Work is performed and for
materials, work force and equipment supplied in connection therewith, irrespective of
whether or not any changes are made because of any comments received from purchaser,
Nothing in the Agreement or in the performance of the Work shall be construed to create
a partnership, joint venture or other joint business arrangement between purchaser and
Rileighs. Under no circumstances shall it be considered as agent or employee of the City.
12. Insurance. If this Agreement requires Rileighs to perform services on the City's premises
or at any place where the City conducts operations, or requires Rileighs to perform
professional consulting services, Rileighs shall request insurance coverage requirements
from the City Manager. In circumstances where insurance is required by the City, Rileighs
shall provide proof of insurance or insurance certificates with the City listed as an
additional named insured prior to performing under this Agreement. Noncompliance with
this Paragraph shall place Rileighs in default and subject this Agreement to immediate
cancellation.
13. Non -Exclusivity, The Agreement is not exclusive, and Purchaser may, at its sole discretion,
contract with others to perform such Work as is herein contemplated, or may perform
such Work with its own forces.
14. Force Maieure. Neither party shall be liable to the other for failure to perform arfar delay
in performance due to unforeseen causes beyond its reasonable control, and such causes
are without the failure or negligence of the affected party. Such unforeseen causes
include, but are not limited to, acts of God, fire, flood, epidemic, strike, work stoppage or
other labor difficulty, acts of governmental authority, federal, state, or local laws, orders
or regulations, embargo, war, terrorist act, riot, civil commotion and/or insurrection, or
by any other event or circumstance of whatsoever kind or nature not within the control
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of Me affected party which, by exercise of reasonable diligence such party is unable to
prevent, whether or not similar or dissimilar to any of the foregoing class of events or
circumstances ("Force Majeure Event"). For the avoidance of doubt, economic hardship
of an affected party shall not be considered a Force Majeure Event,
15. Sovereign immunity. Nothing contained in 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. The
provisions of §768.28, Florida Statutes, and any other limitations or restrictions in the
City's liability shall be deemed incorporated herein by this reference.
16. Choice of law; venue. The validity, interpretation, and performance of this Agreemen#
shall be governed and construed in accordance with the applicable laws of the State of
Florida. In the event of any dispute under this Agreement, venue shall be in Seminole
County, Florida for any state action and Orlando, Florida, for any federal action.
17. Waiver. No waiver by the parties of any of the provisions of this Agreement is effective
unless explicitly set forth in writing and signed by the waiving party, No failure to exercise,
or delay in exercising, any rights, remedy, power or privilege arising from this Agreement
operates or may be construed as a waiver thereof. No single or partial exercise of any
right, remedy, power or privilege hereunder precludes any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The failure of the
City to enforce any provision of this Agreement or exercise any right or privilege granted
to the City hereunder shall not constitute or be construed as a waiver of any such
provision or right and the same shall continue in full force.
18. Fiscal year funding appropriation. When funds are not appropriated or otherwise made
available to support continuation of performance in a subsequent fiscal year period, the
Agreement shall be cancelled and Rileghs shall be entitled to reimbursement for the
reasonable value of any work performed to the date of cancellation.
19. Taxes. The City government is anon -profit operation and not subject to sales and use tax.
20. Payments by the City. Payments by the City shall be made in accordance with the State of
Florida Prompt Payment Rct.
21. Assignment. Purchaser shall not assign any of its rights or delegate any of its obligations
under this Agreement without the prior written consent of Rileighs. Any purported
assignment or delegation in violation of this Section is null and void. No assignment or
delegation relieves Purchaser of any of its obligations under this Agreement.
22. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable
in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
term or provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction.
23. Amendment and Modification. This Agreement may only be amended or modified in a
writing which specifically states that it amends this Agreement and is signed by an
authorized representative of each party.
[Remainder of page intentionally blank. Signature page foliows.]
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IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed as of the last
date written below.
HOLIDAY OUTDOOR HOLDINGS, LLC
Foreign ted Liability Company
vr
Title:
Dated:
CITY OF WINTER SPRINGS, FLORIDA,
By:
Phil Hursh, Interim City Manager
Dated: % Z
Page 5 of 5
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Untied States
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Bilt To Name �.'INTi=_R 5PRINs.�S CiT`f OF
Sill To C/iTY OF WINTER SPRINGS FINANCE
DEPARTMENT
1126 EAST STATE ROAD 434 Wiwe;
Springs. Florida 32708
Unrted States
Quote To United States
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.ANNUAL LEASE ' Annua! Lease
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LSE-TS- TDU TOY DUCK 9` X 6'
LED
TOY DOLL TX 8'
LSE-TS-s-TDO LED
LSE-TS-S-GBG GINGERBREAD
GIRL 3.5 X 5 LED
f
LSE-TS-7-VMS:,
Caroling Man 3 x 6
1(2 27 Ibs---LED
SSCT36 LED
TC>YTOP S'X8'
LED
Annual Lease
Tour DUCK 9' x 6'
LED
TOY DOLL TX 8'
LED
GINGERBREAD
GIRL 3.5 X 5 LED
Classic Holiday Man
Caroler. Measures
3'x6.511 With 133 C-7
Lamps. Weighs
27lbs, LED
TCi'YTOP 5'X8` LED
Created Date 21i6lZG23
Expiration Date 12131i2023
quote Number 0001 1934
Contact Name BRIAN GUMGAN
Bill to Phone 407-327-6589 `, r
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Ship To � Jame C1.JS T C�1�^,EP P1CK �1I"
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Ship To
Tavares, Florida 32778
United States
EXHIBIT "A"
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$392.04
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LSE-TS-'12-MSC MARCHING MARCHING 5609.12 1,00 5609.12
SOLDIER 5X12 SOLDIER 5X12 LED
LED
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LSE-TS-10-SD.4
ELH tN: CARIDY
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6 112' X 9 1/2'
SILHOUETTE
ANIMATED
STARTEDrJ'EER-
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LED
ELF WI CANDY
CAME 5' X 9' LED
Start
Deer. Animated.
flleasures 6.5'x9.5`.
Wtth 218 C-7 Lamps.
Weighs 55 ins. LED
SILHOUETTE Silhouette Startled
LSE-TS-7-SDA ANIMATED [ Deer Animated 9.5` x
STARTLED DEER i 7' 218 C7 Lamps
-LED SSWW49 [ LED
'LED
161 HAPPY 6' HAPPY
HOLIDAYS SIGN: ' HOLIDAYS SIGN, 010
LSE-TS-9-HHS-RD
10' x 8:51, 340 Red x 8.5, 3A 0 Red Cl'
C7 Lamps LED Lamps LED
LSE-TS-6-VA'VC
LSE-TS-S-VBC
S441.7?_
Caioiing Woman 8 ;,classic Holiday
x ib
5 1C2 25 Woman Caroler,
1 Measures Tx5.5. 3203.04
S--LED SSCT37 i With 106_C-7 Lamps.
LED I Weighs 27lbs. LED
Classic Holidav Boy
Caroling Boy 2 x 4 Caroler. Measures
1/2 22 IbS----LED 2'x4.5% With 101 C-7 $
SSCT39 LED I Lamps, Weighs
22ibs. LED
Classic Holiday Girl
f CaraUng Girl 2 1t2 x [ Caroler: Meascares
LSE-TS-S-VGC `4'1/2 22 lbs---LED 12.5'x4.5', With 89 C
SSCT38 LED Lamps. Weighs
122lbs. LED
ELF W/ WREATH ELF W/ WREATH T
LSE-TS-B-EUVW 1 7' X 8' LED . X 8' LED
179.28
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1.dd i S426.60
l.dd'. Sy41.72
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1.00 I S203.04
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Ice Dancers 8 x 5
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LSE-TB-e-ICID 112 51 Ibs. ----LED $426,60 1,00 5426,60
SSCT32 LED. 8`x5.5'.'vVittr 243 C;-7
Lamps, Weighs
61lbs. LED
I_S E-TS-10-D L P
DOUBLE
LOLLIPOP U X 10'
LE D
TDY BALL 4' X 6'
LSE-TS-6-TB
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LSE TS-6 TD TOY ORUiv1 7' X t'
LED
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LSE-TS-$ 71A 'ANGELS 4' X 8'
LED
GINGERBREAD
LSE- T S-S-GBB
BOY 3 X 5 LED
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1!2 � 0 112 32
LSE-T5-7-ISJS ED SS .
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LSE-TS-6-TDU
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Terms
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6'X1ULED
7UY BALL 6' X 6'
LED
i
TOYDRUM TX6'
LED
TRUi� FETING
ANGELS 41 X 8' LED _
GINGERBREAD
BOY3X5LED
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Character ; 5.5"x6.5';
(55 C:-7 Lamps,
3?Ibs LED
DUCK (TAIL &HEAD
ANItvTATEG� 9' LED
5 x 5'
D.ei:ie?-- LEGS i 5, x 5` Silhauette
I DPeideJ LED
SSRC41 LED
PENGUIN Wf TOP Penguin with Top Hat
4' X 7' 124 C7 Lamps
AT 3.5`XT LEd LED
Ta�� DUCK s' x s'
LED
�415C -Contract
Turns
$3u^7.80 1,G0 S3Q7.80
354441 1100 w23S,44
5254,841 1.00 S294,64
r
$1841681 - 1.00 51&4.68
i
51521521 01,001 S182,52
5286 4�0 ' 1,00 ; 3286,20
5299.16
5319.68
`p437.40
TOY BUCK 9' X 6'
SO,OQ
LED
CUSI"OMER PICK UPFROM TAVARFS
WAREHOUSE IN NOVEMBER 2023 AND
RETURN BY 1115i24 (November 2024 pizN
with return by 1115125) (November 2025
pickup with return by 111115126) - CUSTOMER
CALL 1 BUSINESS DAY PRIOP, TO PICKUP
i.00 5299.16
1'00 _ S3 t9.68
1.00 1 5437.40
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MSC - Contract MISC - Contract
Terms Terms
HOLIDAY
aurDOOR DECOR,
JIM
953 OUTDO -OR DECOR
INAZ)
M.ti+l+.W SSSC!asSfi* . Ma41(9! � NYsi'
r AM1
OUTDOOR DECOOR.
UPON .RETURN -OF -ITEMS BY THE CITY,
ANY MISSING OR BROKEN ITEMS WILL BE
BILLED BACK TO THE CITY AT CURRENT
RETAIL CATALOG PRICING- LEASE
PRICING CONTRACT FOR WINTER
202.312.02412025
Subtotal $7,971.73
Total Price $7.971.73
Grand Total $7,971,73
Annual Grand Total is due from City on or hefoe September 1st.
Lease Terms and Conditions
Holiday Outdoor Decor shall comply with the specifications above. All work shall be completed in a professional manner according to standard
industry practices. Modifications to the above specifications may incur additional costs and will require an executed change order. Holiday
Outdoor Decor shall not be responsible for any failure or delay caused by any reason beyond its control. Owner shall have sole responsibility
to insure itself and its property against damages or injury. HOLIDAY OUTDOOR DECOR SHALL NOT BE LIABLE FOR ANY INDIRECT OR
CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT, NOR SHALL IT BE LIABLE IN ANY WAY WHATSOEVER FOR
DAMAGES UNLESS DIRECTLY CAUSED BY HOLIDAY OUTDOOR DECOR NEGLIGENCE OR MISCONDUCT. IN NO EVENT WILL
HOLIDAY OUTDOOR DECOR BE LIABLE UNDER THIS AGREEMENT FOR ANY AMOUNT WHICH EXCEEDS THE VALUE OF THIS
PROPOSAL.