HomeMy WebLinkAboutWinter Springs Festival of the Arts Special Event Agreement - 2002.*
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WINTER SPRINGS FESTIVAL OF THE ARTS
SPECIAL EVENT AGREEMENT
THIS WINTER SPRINGS FESTIVAL OF THE ARTS SPECIAL EVENTS
AGREEMENT ("Agreement" or "Contract") is made and entered into as of the day
of , 2002, by and between the CITY OF WINTER SPRINGS, a Florida
municipal corporation (hereinafter referred to as "City") and WINTER SPRINGS
FESTIVAL OF THE ARTS, INC., a Florida non-profit corporation (hereinafter referred
to as "WSFA").
WITNESSETH:
WHEREAS, City of Winter Springs desires to hold, in concert with the WSFA, the
Winter Springs Festival of the Arts ("Special Event") for the benefit of the public for purposes
of displaying and hosting variations of art on December 7th and 8th, 2002 at Central Winds
Park, which is located and owned by the City of Winter Springs; and
WHEREAS, WSFA desires to contract with City to provide special event
development, creative design, and all necessary production support for the Special Event, as
provided in this Agreement; and
WHEREAS, WSFA 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 ofthe 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) "Agreement" or "Contract" shall mean this Agreement between City
and WSFAs regarding the Special Event services stated herein.
b) "Advertise" shall mean the act of publicly announcing or calling
attention to the Special Event and shall 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.
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c) City Manager" shall mean the City Manager of Winter Springs,
Florida, or his designee.
d) "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.
e) "Public Records" is as described in Section 119.011(1), Florida
Statutes.
fj "City" shall mean the City of Winter Springs, a Florida Municipal
Corporation and it employees, agents, and contractors.
g) "WSFA" shall mean Winter Springs Festival of the Arts, Inc., a
Florida non-profit corporations and its agents, contractors, and
volunteers.
h) "Special Event" shall mean the outdoor Winter Springs Festival of the
Arts event approved by City and held at Central Winds Park on
December 7 & 8, 2002.
i) "Central Winds Park" shall mean the park owned and operated by the
City, which is located within the City of Winter Springs on State Road
434 and adjacent to the Winter Springs High School and Lake Jessup.
j) "Vendor" shall mean non-profit groups and organizations which are
selected by WSFA to provide food and beverage concessions at the
Special Event.
2.2 Engagement. City hereby engages the WSFA and WSFA agrees to perform
the services outlined in this Agreement, as the sole sponsor of the Winter
Springs Festival of Arts special event, as provided herein. No prior or present
agreements or representations shall be binding upon any of the parties hereto
unless incorporated in this Agreement.
3.0 Scope of Services. Unless otherwise indicated below, the WSFA agrees to perform
the following services:
3.1 Special Event. WSFA shall advertise, produce, plan, promote, manage, and
operate the Special Event in cooperation with the City. In furtherance,
thereof, WSFA agrees to keep the City Manager fully informed of its plan to
promote, manage, and operate the Special Event so that the City can
reasonably satisfy its obligations under the Agreement and reasonably address
issues of public health, safety, and welfare related to the Special Event.
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3.2 Food and Beverage. The WSFA, agrees to provide Vendors for food and
beverage concessions, including beer and wine, for the Special Event, except
for food and beverage concessions at the concession building located in the
center of the baseball complex at Central Winds Park which will be operated
by the City. Each Vendor shall retain all fees and commissions earned from
its sale of food and beverage concessions. WFSA has further agreed that a
single Vendor, The Oviedo-Winter Springs Lions Foundation, Inc.,
(hereinafter referred to as "Lions") shall be allowed to sell beer and wine at
the Special Event, all licenses and permits shall be obtained prior to the event
by the Lions.
3.3 Sponsorship; Event Fees. Unless otherwise provided in this Agreement,
WSFA shall retain all sponsorships and paid fees for the special event.
3.4 Staging; Other Production Materials. WSFA, shall provide all staging and
production materials necessary to produce a high quality special event. All
staging and production equipment will meet all city and state codes,
ordinances, statutes, or regulations.
3.5 Professional Main and Secondary Stage of Entertainment. WSFA shall
provide a professional stage featuring mass appeal music, including but not
limited to local school bands and chorus's, agreed upon by both the WSFA
and the City.
3.6 Permits. WFSA shall obtain all local, state, and federal permits necessary to
hold the Special Event, with the assistance of the City. City shall waive all
City permit fees foi•~the Special Event. -
4.0 Compensation; Expenses.
4.1 WSFA Compensation. WSFA sole compensation for all services rendered
under this Agreement shall be derived from the participants of the Special
Event and public sponsorships, if obtained.
4.2 WSFA Expenses. WSFA shall pay all costs and expenses necessary for the
WSFA to satisfy its obligations under this Agreement, including reimbursing
the City for it's expenses listed under sub-section 4.3 which are estimated to
be $7,500.00.
4.3 City Expenses. City shall provide the following services and facilities for the
Special Event: (1) Central Winds Park on the day of Special Event and the
preceding day for set-up purposes; (2) all necessary power at Central Winds
Park to include: three phase 300 amp; single phase 100 amp power drop at the
main stage location; additional 20 amp services as needed (each of the main
drops must be isolated for use on the Special Event and set-up days); (3) rest
room facilities; (4) lighting of Central Winds Park and surrounding areas; (5)
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City fire and police services as deemed reasonably necessary by the City
Manager; (6) clean up of Central Winds Park and surrounding area; (7)
parking areas and parking coordination; and (8) repair of damage incurred to
Central Winds Park.
5.0 Due Diligence. WSFA acknowledges that it has investigated prior to the execution
of this Agreement and satisfied itself as to the conditions affecting the services
required hereunder, the availability of materials and labor, the cost thereof, the
requirements to obtain necessary to complete the services within the time set forth
herein. WSFA warrants unto the City that they have the competence and abilities to
carefully, professionally, and faithfully complete the services in the manner and within
the time limits proscribed herein. WSFA will perform the services with due and
reasonable diligence consistent with sound professional and labor practices.
6.0 Miscellaneous.
6.1 Time is of the Essence. Time is of the essence of 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.
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 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 Brown, Ward, Salzman, and Weiss, P.A., and other
attorneys therein, have acted as counsel for City in connection with this
Agreement and the transactions contemplated herein, and has not given legal
advice to any party hereto other than City.
6.6 Severability. 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.
6.7 Governing Law and Venue. This Agreement shall be construed and
enforced in accordance with the laws of the State of Florida. The parties
further agree that in any dispute between them relating to this Agreement,
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exclusive jurisdiction shall be in the trial of courts located in Seminole County,
Florida, and any objections as to jurisdiction or venue in such courts being
expressly waived.
6.8 Attorney's Fees. In the event any litigation or controversy arises out of or
in connection with this Agreement between the parties hereto, the prevailing
party in such litigation or controversy shall be entitled to recover from other
party or parties all reasonable attorney's fees and paralegal fees, expenses and
suit costs, including those associated with any appellate or post judgment
collection proceedings.
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 right, unless otherwise expressly provided herein.
6.10 Notices. Any notice, request, instruction, or other document to be given a
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 acknowledge 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: Ronald W. McLemore, City Manager
1126 East S.R. 434
Winter Springs, Florida 32708
PH: (407) 327-5957
FAX: (407) 327-4753
Copy to: Anthony Garganese, City Attorney
Brown, Ward, Salzman & Weiss, P.A.
P.O. Box 2873
Orlando, Florida 32802-2873
PH: (407) 425-9566
FAX: (407) 425-9596
To WSFA: Winter Springs Festival of the Arts, Inc.
Lynn Cline, Director
1040 Elk Court N.
Winter Springs, Florida 32708
PH: (407) 695-3724
6.11 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered, shall be an
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original; but such counterparts shall together constitute but one and the same
instrument.
6.12 Public Record. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or
other writing of WSFA related, directly or indirectly, to this Agreement, may
be deemed to be a Public Record whether in the possession or control of the
City or WSFA. Said record, document, computerized information and
program, audio or video tape, photograph, or other writing of WSFA 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, WSFA shall promptly supply copies of said public records to the
City. All books, cards, registers, receipts, documents, and other papers in
connection with this Agreement shall at any and all reasonable times during
the normal business hours of WSFA be open and freely exhibited to the City
for the purpose of examination and/or audit.
6.13 Interpretation. Both the City and WSFA 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 Independent Contractor. WSFA shall be considered an independent
contractors under this Agreement.
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. Nothing contained in this Agreement shall be construed as a
waiver of the City's right to sovereign immunity under Section 768.28, or other
limitations imposed on the City's potential liability under state or federal law.
9.0 General Liability Insurance. For all services performed hereunder WSFA shall
purchase and maintain, at its own expense, such general liability insurance, food and
alcoholic beverage liability insurance to cover claims for damages because of bodily
'injury or death of any person or property damage arising in any way out of the
services performed by WSFA under this Agreement. The insurance shall have
minimum limits of coverage of $1,000,000.00 per occurrence combined single limit
for bodily injury liability, property damage, and food and alcoholic beverage liability.
All insurance coverage shall be with insurer(s) approved by the City Manager and
licensed by the State of Florida to engage in the business of writing insurance. The
City shall be named on the foregoing insurance policies and endorsements as
"additional insured." WSFA shall cause its insurance carvers to furnish insurance
certificates and endorsements specifying the types and amounts of coverage in effect
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pursuant hereto, the expiration dates of such policies, and a statement that no
insurance under such policies will be canceled without thirty (30) days prior written
notice to the City in compliance with other provisions of this Agreement. WSFA shall
provide the certificates and endorsements to the City Manager at least sixty (60) days
prior to the Special Event. If the City has any objection to the coverage afforded by
or other provision ofthe insurance required to be purchased and maintained by WSFA
in accordance with this paragraph on the basis of its not complying with the
Agreement, the City shall notify WSFA in writing thereof within thirty (30) days of
the date of delivery of such certificates and endorsements to the City. For all services
performed pursuant to this Agreement and during the Special Event, WSFA shall
continuously maintain such insurance in the amounts, type, and quality as required by
this paragraph.
10.0 Indemnification and Hold Harmless. For all services performed pursuant to this
Agreement, WSFA 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 through any and all administrative, trial,
post judgement and appellate proceedings), directly or indirectly arising from the
negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting
from WSFA's or WSFA's agents, employees, or volunteers: (1) performance of
services pursuant to this Agreement; (2) failure to properly train employees and
agents under WSFA's control or direction; (3) failure to remit any local, state, and
federal taxes due by WSFA as a result ofthe Special Event; and (4) failure to properly
plan, promote, manage, and operate the Special Event.
The indemnification provided above shall obligate -WSFA 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 City or its employees, officers, and attorneys
which may result from the services under this Agreement whether the services be
performed by WSFA or anyone directly or indirectly employed or hired by it. 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.
11.0 Standard of Care. In performing its services hereunder, WSFA 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.
12.0 Termination. Neither the City nor WSFA shall terminate this Agreement without the
written consent of the other party. Notwithstanding the foregoing WSFA understand
and agree the City shall have the sole discretion to determine, in the case of an
emergency, whether the event shall be held at Central Winds Park on the advertised
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Special Event to a date or dates which are acceptable to all parties, within ninety (90)
days immediately preceding the scheduled event.
13.0 Term. The Term of this Agreement shall be from the effective date until the full
completion and satisfaction of the terms and conditions of this Agreement by both
parties. Except that the indemnification and hold harmless provisions in Paragraph
10.0 shall remain in full force and effect and survive the termination of this Agreement
for any claims, losses, damages, personal injuries, or liability which may occur under
this Agreement.
14.0 WSFA. The undersigned person executing this Agreement on behalf of WSFA
hereby represents and warrants that he/she has the full authority to sign said
Agreement for WSFA and to fully bind WSFA to the terms and conditions set fourth
in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year written above.
~=f't'`-r Oi~ i?S!Il~iT R SPRINGS, FL. Winter Springs Festival of the Arts, Inc.
_ -- - ~.
.~ ~ ~ ,
~y. ,~ ' By' c~f~
Ron h~'fcLemv=e~~'ity Manager ~, / Clin irector
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