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HomeMy WebLinkAbout2024 10 14 Consent 310 - Special Event Participation Agreement with Rotary Club - Veterans Day TributeCONSENT AGENDA ITEM 310 CITY COMMISSION AGENDA | OCTOBER 14, 2024 REGULAR MEETING TITLE Special Event Participation Agreement with Rotary Club of Winter Springs - Veterans Day Tribute SUMMARY The City of Winter Springs is looking to continue the partnership with the Rotary Club of Winter Springs for the annual Veterans Day Tribute held on November 11th. This agreement solidifies the details of the responsibilities of each party for this event. This agreement will continue for three years with the opportunity of extending to two additional one year terms. FUNDING SOURCE RECOMMENDATION Staff recommends the City Commission to approve the Special Event Agreement with the Rotary Club of Winter Springs for the Veterans Day Tribute. 389 Special Event Participation Agreement City of Winter Springs and Rotary Club Page 1 of 8 CITY OF WINTER SPRINGS SPECIAL EVENT PARTICIPATION AGREEMENT VETERANS DAY EVENT – ROTARY CLUB OF WINTER SPRINGS THIS SPECIAL EVENT PARTICIPATION AGREEMENT (“Agreement”) is made and entered into as of this ________ day of ________________, 2024, 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 (“Participant”). WITNESSETH WHEREAS, Participant agrees to participate with the City at a Special Event in honor of Veterans Day on Monday, November 11, 2024, in the City of Winter Springs, Florida; and WHEREAS, Participant represents and warrants that it has the personnel, tools, materials, and experience necessary to satisfy the requirements set forth hereunder and to provide services for the Special Event as provided herein. NOW, THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration 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 hereby 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 may 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 newspaper. b) “Agreement” or “Contract” shall mean this Agreement and all exhibits and addendums thereto between the City and Participant regarding the Special Event referred to 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, located within the City of Winter Springs Town Center adjacent to Tuskawilla Road. d) “City” shall mean the City of Winter Springs, a Florida municipal corporation and its officers, employees, agents, and contractors. 390 Special Event Participation Agreement City of Winter Springs and Rotary Club Page 2 of 8 e) “City Manager” shall mean the City Manager of the City of Winter Springs, Florida, or their designee. f) “Participant” shall mean the Rotary Club of Winter Springs, Inc., a Florida not for profit corporation, and its officers, employees, agents, and 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” are as defined in Chapter 119, Florida Statutes. i) “Special Event” shall mean the outdoor Winter Springs Veterans Day Event to be annually scheduled by the City and held at the Veterans Memorial on Blumberg Boulevard in November of each year, commencing with the first scheduled event on Monday, November 11, 2024, and further described in this Agreement. The Special Event shall be planned, promoted, managed, and operated by the City and Participant pursuant to this Agreement. 2.2 Permit. The City agrees to complete and process any necessary permitting in order 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 specifically incorporated into this Agreement. 3.0 Scope of Event. Participant agrees to provide following services under the following special operating conditions. 3.1 Special Event. Participant shall provide the services specified in paragraph 3.5, below, for the Special Event in cooperation with the City. In furtherance thereof, Participant agrees to keep the City Manager fully informed of its plan to provide these services. 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. 3.4 City Special Event Policy. Participant 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 Entertainment/Program. The Participant shall be responsible for coordination and provision of the following for the Special Event: 391 Special Event Participation Agreement City of Winter Springs and Rotary Club Page 3 of 8 a) Coordination and provision of the Winter Springs High School band to provide music during the Special Event. b) Coordination and provision of the Winter Springs High School Interact Club to distribute ribbons and programs during the Special Event. c) Coordination and provision of a group to sing the National Anthem during the Special Event. d) 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 6:00 p.m. on November 11, 2024, and shall last for approximately one (1) hour in duration. 3.6 Cleanup. The City will coordinate and monitor the pick-up and disposal of garbage and other debris from the Blumberg Boulevard Special Event area. The City will breakdown and load 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 Participant Expenses. Unless otherwise provided in this Agreement, Participant shall pay all costs and expenses necessary for the Participant to satisfy its obligations under this Agreement. 4.2 City Expenses. City shall provide the following services and facilities for the Special Event: a) Promotion of the Special Event through the City website. b) 100 City-owned folding chairs for the ceremony. c) Use of City-owned sound system for announcements and ceremony. d) Use of electric service and potable water as available on Blumberg Boulevard. e) Road closure and re-opening of Blumberg Boulevard with cones and signage. f) Instillation and removal of two (2) City-owned light towers and diesel fuel. g) Overtime costs for four (4) City police officers. 392 Special Event Participation Agreement City of Winter Springs and Rotary Club Page 4 of 8 5.0 Due Diligence. Participant acknowledges that it has investigated prior to the execution of this Agreement and satisfied itself as to the conditions affecting its obligations hereunder. The Participant warrants unto the City that it has the competence and abilities to carefully, professionally, and faithfully complete its obligations in the manner and within the time limits proscribed herein. 6.0 General Provisions. The following general provisions shall apply to this Agreement: 6.1 Time is of the Essence. The City’s responsibility to make Blumberg Boulevard and adjacent areas available to Participant is limited to the time periods set forth hereunder. As such, Participant acknowledges and agrees that time is of the essence for the completion of the duties 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 the City 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) and 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 the law firm 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 provided 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 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. 393 Special Event Participation Agreement City of Winter Springs and Rotary Club Page 5 of 8 6.8 Attorney’s Fees. In the event any litigation or controversy arises out of or in connection with this Agreement and 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 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: Attn: City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708-2799 (407) 327-5957 (phone) (407) 327-6686 (facsimile) TO ROTARY CLUB OF WINTER SPRINGS, INC.: Attn: Mr. Roderick B. Galvin II, President Rotary Club of Winter Sprins, Inc. P.O. Box 195235 Winter Springs, Florida 32719-2235 (407) 731-7202 (phone) sirrod1979@yahoo.com (email) 6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be original; but such counterparts shall together constitute but one and the same instrument. 6.12 Public Record. In accordance with Chapter 119, Florida Statutes, Participant agrees that all documents, transactions, writings, papers, letters, tapes, photographs, sound recordings, data processing software, or other material, regardless of physical form, characteristics, or means of transmission, made or received pursuant to this Agreement or in connection with any funds provided by the City pursuant to this Agreement may be considered public records pursuant to Chapter 119, Florida Statutes. Participant agrees to keep and maintain any and all public records that ordinarily and necessarily would be required by the City in order to perform the services required by this Agreement. Participant also agrees to provide the public with access to public records on 394 Special Event Participation Agreement City of Winter Springs and Rotary Club Page 6 of 8 the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes or as otherwise provided by law. Participant 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, Participant shall meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of Participant upon termination of this Agreement and destroy any duplicate records which 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 Participant does not comply with a public records request, the City shall have the right to enforce the provisions of this Paragraph. In the event that Participant 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 Participant’s failure to comply with the provisions of this Paragraph, the City shall be entitled to collect from Participant prevailing party attorney’s fees and costs, and any damages incurred by the City for enforcing this Paragraph against Participant. And, if applicable, the City shall also be entitled to reimbursement of any and all attorney’s fees and damages which the City was required to pay a third party because of Participant’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 Participant 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 Participant and the City. 6.15 No City Representations and Warranties; Success of Special Event. Participant agrees and acknowledges that the City has made no representations and warranties regarding the Special Event. Participant has assumed full responsibility for furnishing, performing, and completing its obligations for the Special Event and that Participant 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 states the entire understanding and integrated agreement between the parties and supersedes any and all written or oral representations, statements, negotiations, or agreements previously existing between the parties with respect to the subject matter of this Agreement. The Contractor recognizes that any representations, statements, or negotiations made by City staff do not suffice to legally bind the City in a contractual relationship unless they have been reduced to writing and signed by an authorized City 395 Special Event Participation Agreement City of Winter Springs and Rotary Club Page 7 of 8 representative. This Agreement shall inure to the benefit of and shall be binding upon the parties, their respective assigns, and successors in interest. 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. Participant 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 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 Participant , Participant 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 Participant or any person authorized by Participant to participate in the Event which in any way is related to Participant ’s obligations under this Agreement, and/or the services and activities provided and performed by Participant under this Agreement. The indemnification provided above shall obligate Participant 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 included with this indemnification provided herein. This section shall survive termination of this Agreement. 10.0 Standard of Care. In performing its activities and services hereunder, Participant 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. Participant shall protect the public and property from any safety hazards directly or indirectly resulting from the Event. 11.0 Termination. By providing written notice to the Participant, the City shall have the right to cancel the Special Event and terminate this Agreement at any time, without penalty. 396 Special Event Participation Agreement City of Winter Springs and Rotary Club Page 8 of 8 12.0 Term. The term of this Agreement shall commence upon full execution of the Agreement by the parties hereto and shall continue for three (3) years, unless otherwise terminated. The parties shall have the option to renew this Agreement under the same terms and conditions herein provided for two (2) additional one (1) year terms. 13.0 Participant’s Signatory. The undersigned person executing this Agreement on behalf of the Participant hereby represents and warrants that they have the full authority to sign this Agreement for Participant and to fully bind Participant to the terms and conditions set forth herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY OF WINTER SPRINGS ROTARY CLUB OF WINTER SPRINGS, INC. ________________________ Rodrick B. Galvin II ________________________ Phil Hursh Interim City Manager President Date: __________ Date: __________ 397