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HomeMy WebLinkAboutEklectic Entertainment, LLC - Celebration of Freedom 2025 Enterainment Contract - 2025 04 07ENTERTAINMENT CONTRACT (Celebration of Freedom 2025) THIS ENTERTAINMENT CONTRACT ("Contract") is made this 7th day of April , 2025, between the City of Winter Springs, Florida, a municipal corporation organized and existing under the laws of the State of Florida, 1126 East State Road 434, Winter Springs, Florida 32708 ("City"), and Eklectic Entertainment, LLC, a Florida Limited Liability Company whose address is 4417 13th Street, Suite 136, Saint Cloud, Florida 34769 ("Agency") (collectively, "Parties"). In consideration of the covenants and agreements contained herein, the City and the Agency agree as follows: 1. Term. This Contract shall become effective immediately upon execution by both Parties hereto and shall terminate upon full completion of Agency's services as required by this Contract to the full satisfaction of the City. 2. Entertainment Services. The City hereby engages the Agency as a booking agent for the City's Celebration of Freedom event (the "Event"). The Agency shall engage its client, the band Slickwood ("Performer"), to perform mainstage musical entertainment services at Central Winds Park, 1000 Central Winds Drive, Winter Springs, Florida, 32708, on July 4, 2025, from 7:15p.m. to 9:OOp.m., with one break from 8:OOp.m. to 8:15p.m. The Performer shall also perform the National Anthem immediately in advance of the Event's fireworks ceremony. (Performance of mainstage musical entertainment and the pre -fireworks performance of the National Anthem collectively referred to as the "Performance"). The Agency shall not be permitted to substitute the band Slickwood for another performer without the prior express written consent of the City. 3. Compensation. The City shall compensate the Agency for the Performance in the amount of Four Thousand Two Hundred Dollars and 00/100 ($4,200.00). The City will pay the Agency immediately upon completion of the Performance. Payment checks shall be issued to the Agency. There shall be no additional compensation due Agency for the services provided pursuant to this Contract unless expressly authorized in writing and approved and executed by City and Agency. The City shall bear no responsibility or liability for the Agency's payment of compensation to the Performer for the Performance. 4. Responsibilities of the City. The City will provide the use of the stage during the Performance. The City will provide sound and lighting for the Performance. The City will provide drinking water and at least seven chairs on stage for the Performer. The City will provide a non- exclusive area behind the stage for the Performer both prior to the Performance and during the 8:OOp.m. to 8:15p.m. break noted herein. The location of such provided space shall be at the sole discretion of the City. The City will provide one table, and chairs for use by the Performer within the provided space. 5. Responsibilities of the Agency. The Agency is responsible for providing, securing and safeguarding all necessary performers, musicians, costumes, music, instruments, stagehands, electricians, and any other equipment or services required to accomplish the Performance. All Entertainment Contract City of Winter Springs and Eklectic Entertainment LLC Page I of 7 equipment and services used must be in good working order and shall comply with federal, state and local law. The Agency agrees that the City shall have the right to approve the general nature of the Performance and guarantees that the Performer shall not use profanity, vulgarity, sexually explicit language, racial slurs, or defamatory language towards racial, religious, political, gender - based, sexual orientations, or national groups, in the Performance. 6. Independent Contractor. It is mutually agreed and understood that the Agency is furnishing the services hereunder as an independent contractor and not as an employee of the City, and that the Agency shall be responsible for any and all tax liability for an independent contractor. 7. Press and Promotions. The City is hereby granted the right to include the Performer's name, likeness, voice and biographical information in promotional literature, media and advertisements for the Performance. The Agency agrees to furnish photographs, song clips, and such other advertising or publicity materials to the City no later than two (2) weeks prior to the Performance date. Except as expressly agreed to in writing by the City, the City's name, logos and seals shall not be used by the Agency or Performer in connection with the promotion of the Performance covered by this Contract. 8. Termination for Convenience. Notwithstanding any provision contained herein, this Contract may be terminated by either Party ten (10) days prior to the Performance upon written notice to the other Party. 9. Cancellation. Cancellation of the Performance less than ten (10) days prior- to the Performance: a. By the Agency: If for any reason other than acts of God, riot, strikes, or sudden serious injury or illness, it becomes necessary for the Agency to cancel the Performance, the Agency shall immediately notify the City in writing of the cancellation and shall state the reasons for the cancellation. Upon cancellation, the Agency shall be responsible for the reimbursement of any costs already incurred by City in the promotion and/or production of the Performance. If the City desires to reschedule the cancelled Performance, the Agency agrees to work with the City to reschedule the cancelled Performance within ninety (90) days of the original Performance date. b. By the City: The City may cancel the Performance in the event of acts of God, not, strikes, bomb threats, natural disaster, or any unforeseen occurrence which makes it impossible or impractical for the City to provide the venue for, or otherwise preludes the presentation of the Performance. In that event, the Agency will not be entitled to payment. Such cancellation shall not be deemed a breach of this Contract and shall not give rise to a cause of action against the City. Additionally, the City may cancel the Performance if the Performer is not ready (or cannot reasonably be expected to be ready) to perform at the scheduled Performance time due to delay, absence or illness of performing members, influence of intoxicating beverages or controlled substances by the Agency or performing members (as determined by the City), or for any other reason other than those described in Section 9.a. hereof. In such circumstances, the Agency shall be deemed to have breached this Contract, and the City may cancel the Performance and pursue all remedies set forth herein. Entertainment Contract City of Winter Springs and Eklectic Entertainment LLC Page 2 of 7 10. Compliance with Laws. Agency agrees to comply with all existing federal, state, and local laws and ordinances applicable to the Performance and to ensure compliance by all persons and entities under the management or control of the Agency. 11. Breach of Contract. Failure of Agency to comply with any of the terms of this Contract may, in the sole discretion of the City, be determined a breach of contract. Any anticipatory breach of this Contract may, in the sole discretion of the City, entitle the City to cancel the Performance and pursue all available remedies. Agency shall be liable to the City for all damages and other relief, including but not limited to injunctive relief, in instances of breach of contract. 12. Waiver. Agency hereby waives any claims or causes of action of any nature against the City and its officers, employees and agents, for any claim or cause of action related to this Contract. The Agency agrees that the City and its employees, whether acting within or without the scope of their authority or employment, shall not be personally liable to the Agency for any reason whatsoever. The Agency agrees that this provision may be used by anyone as an absolute defense in any action brought by the Agency or on the Agency's behalf. 13. Indemnification of City. The Agency shall release, defend, indemnify and hold harmless the City and all of the City's officers, agents, employees and attorneys from and against all claims, liability, loss and expense, including reasonable costs, collection expenses, attorneys' fees, and court costs which may arise because of the negligent acts, errors, omissions, misconduct, or other fault, intentional or otherwise, in whole or in part (whether joint, concurrent, or contributing), of the Agency, its agents, employees or persons under the management or control of the Agency in perfonnance or non-perfonnance of its obligations under this Contract, including for copyright infringement. The Agency recognizes the broad nature of this indemnification and hold harmless clause, as well as the obligation to defend at its own expense or to provide for such defense, at the option of the City, of any and all claims, liability loss and expense which may be brought against the City or its employees, officers, or attorneys. 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. The Agency voluntarily makes this covenant and expressly acknowledges the receipt of such good and valuable consideration provided by the City in support of these contractual obligations in accordance with the laws of the State of Florida. This paragraph shall survive the termination of this Contract. 14. Supplemental Addendum to Contract Relating to Infectious Communicable Diseases. to addition to the Indemnity and Hold Harmless provisions as set forth in Section 13, Agency 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 Contract and which is frilly incorporated herein by this reference. Agency shall execute the Infectious Communicable Disease Waiver along with this Contract. 15. General Terms. a. Venue and Choice of Law. This Contract shall be governed by the laws of the State of Florida. Venue of all disputes shall be properly placed in Seminole County, Florida. The parties agree that the Contract was consummated in Seminole County, and the site of the Entertainment Contract City of Winter Springs and Eklectic Entertainment LLC Page 3 of 7 special event(s) is Seminole County. If any dispute concerning this Contract arises under Federal law, the venue will be the Middle District of Florida, Orlando Division. Any objections to jurisdiction and venue are expressly waived. b. Entire Agreement. This Contract and any exhibits hereto represent the entire and integrated Contract between the parties and supersede all prior negotiations, representations, or Contracts, either oral or written, and all such matters shall be deemed merged into this Contract. c. Construction. This Contract has been reached through mutual negotiation and shall be deemed to have been drafted by both parties and shall not be construed in favor of one party over the other by reason of drafting. d. Severability. Should any portion of this Contract be determined illegal or void, said determination shall not otherwise affect the legality or validity of the remainder of this Contract. e. Changes and Modifications. Any change or modification to this Contract must be in writing and signed by both parties. f Assignment. Neither party shall have the right to assign this Contract to another person or entity without the prior written consent of the other party. g. Attorney=s Fees. Should any litigation arise concerning this Contract between the parties hereto, the parties agree to bear their own costs and attorney=s fees unless otherwise provided herein. h. 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 Contract 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. Nothing in this Contract 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 Contract. i Notices. Any notice, request, instruction, or other document to be given as part of this Contract shall be in writing and shall be deemed given under the following circumstancs: e 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 which any party hereto shall have given written notice as provided herein): To City: City of Winter Springs Attn: City Manager 1126 E. State Road 434 Entertainment Contract City of Winter Springs and Eklectic Entertainment LLC Page 4 of 7 Winter Springs, FL 32708 To Agency: Eklectic Entertainment, LLC Attn: Krislyn Rojas 4417 13th Street, Suite 136 Saint Cloud, FL 34769 J. Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of the Agency related, directly or indirectly, to this Contract, may be deemed to be a Public Record whether in the possession or control of the City or the Agency. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Agency is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, the Agency shall promptly supply copies of said public records to the City. k. Time is of the Essence. The Agency acknowledges and agrees that time is of the essence for the completion of the services to be performed under this Contract. IN WITNESS WHEREOF, the Parties have caused this Contract to be executed as of the day and year first above written. We hereby accept and agree to the terms of this Contract. CITY OF WINTER SPRINGS, FLORIDA By:/�(iti� , A Kevin Sweet City Manager Date: 07,5 EKLECTIC ENTERTAINMENT, LLC By: Krislyn Rojas Title: President Date: 4/7/25 Entertainment Contract City of Winter Springs and Eklectic Entertainment LLC Page 5 of 7 SUPPLEMENTAL ADDENDUM TO CONTRACT WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT INFECTIOUS COMMUNICABLE DISEASES INCLUDING COVID-19 As a 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 Agency (collectively referred to as "Activities") thereon of any kind whatsoever, I, as the Applicant and Agency ("Agency"), on behalf of the Agency, and any officers, employees, agents, contractors, and guests under their supervision and control or for whom Agency has the capacity to contract, hereby acknowledge and agree to the following: 1. The Agency 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 coronavirus ("COVID- 19"). Agency understands the hazards of infectious communicable diseases such as COVID-19 and is familiar with the Centers for Disease Control and Prevention ("CDC") guidelines regarding COVID-19. Agency acknowledges and understands in particular that the circumstances regarding COVID-19 are changing from day to day and that, accordingly, the CDC guidelines are regularly modified and updated, and Agency accepts full responsibility for familiarizing itself with the most recent updates about COVID-19 and any other infectious communicable disease. Agency further recognizes and assumes the risk that while the City has implemented sanitation procedures for its Facilities, infectious communicable diseases and COVID-19 in particular may remain on 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 Agency 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 Agency readily acknowledges, it hereby willingly chose to be in or on the Facilities and participate in Activities. Agency shall also provide its officers, employees, agents, contractors, and guests such health advisories it deems appropriate to maintain safety, in its sole responsibility and discretion, regarding communicable diseases and COVID-19 related to participating in the Activities at the Facilities, and Agency shall further take such health and safety precautions that Agency deems appropriate, in its sole responsibility and discretion, to ensure the health and safety of itself, and its officers, employees, agents, contractors, and guests who will be present at the Facilities and participate in Activities. 3. Agency acknowledges and firlly assumes the risk of illness or death related to all kinds of infectious communicable diseases including, but not limited to, COVID-19 arising from Agency conducting the Activities at thv Facilities and hereby RELEASE, WAIVE, DISCHARGE, AND COVENANT NOT TO SUE (on behalf of itself, and any officers, employees, agents, contractors, and guests under their supervision and control or for whom Agency has the capacity to contract to the extent legally possible, on behalf of any others with whom Agency 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 Agency's and any of its officer's, employee's, "`agent's, contractor'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, professional staff, agents, employees and assigns (the "RELEASEES") from any liability related to any and all infectious communicable diseases including, but not limited to COVID-19 which might occur as a result of Agency conducting the Activities at the Facilities. Entertainment Contract City of Winter Springs and Eklectic Entertainment LLC Page 6 of 7 r --� LA 4. Agency shall hold harmless the RELEASEES from and against any and all claims, demands, suits, judgments, losses or expenses of any nature whatsoever (including, without limitation, attorneys' fees, 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, COVID-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 Agency'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. This Agreement and the provisions contained herein shall 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. AGENCY HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL OF ANY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT. AGENCY 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 THIS AGREEMENT, AGENCY ACKNOWLEDGES AND REPRESENTS THAT Agency has read the foregoing Wavier of Liability and Hold Harmless Agreement, understands signed it and it voluntarily as Agency's own free 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 Agency; and the undersigned executes this Agreement for full, adequate and complete consideration fully intending to bind the Agency to the terms and conditions of this Agreement. Agency 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 Entertainment 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 Entertainment Agreement if executed in conjunction herewith. IN WITNESS WHEREOF, I have signed this Waiver and Agreement on this 7th April , 2025. day of NAME OF APPLICANT/AGENCY: Eklectic er lainro Ont, l LC SIGNATURE: NAME/TTPLE: no elan_.L Entertainment Contract City of Winter Springs and Eklectic Entertainment LLC Page 7 of 7