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HomeMy WebLinkAboutScottish American Society of Central Florida - 2002 CITY OF WINTER SPRINGS, FLORIDA 26th ANNUAL CENTRAL FLORIDA SCOTTISH FESTIVAL and HIGHLAND GAMES AGREEMENT THIS 26th ANNUAL CENTRAL FLORIDA SCOTTISH FESTIVAL and HIGHLAND GAMES AGREEMENT ("Agreement") is made and entered into as of the _ day of ,2002 by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation, and the SCOTTISH AMERICAN SOCIETY OF CENTRAL FLORIDA, Inc., A Florida NOT FOR PROFIT Corporation and Federal 501 (C3) organization ("Contractor"). WITNESSETH: WHEREAS, Contractor desires to hold a Special Event for the benefit of the public in the interest of increasing public awareness of Scottish culture and heritage by the production of the annual Scottish Highland Games on January 18,2003 at Central Winds Park, which is located in and owned by the City of Winter Springs, Florida; and WHEREAS, Contractor wishes to contract with the city to provide all necessary support for the Special Event, as provided in this agreement; and WHEREAS, Contractor represents and warrants that it has the personnel, tools, materials, and experience to provide the services 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) "Agreement" or "Contract" shall mean this Agreement between the City and Contractor regarding the Special Event services stated herein. b) "Advertise" shall mean the act of publicly announcing or calling attention to the Special Event and could 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 newspapers. c) "City Manager" shall mean the City manager of the 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. f) "City" shall mean the City of Winter Springs, a Florida Municipal Corporation and its employees, agents, and contractors. g) "Contractor" shall mean the SCOTIISH AMERICAN SOCIETY OF CENTRAL FLORIDA, Inc., A Florida NOT FOR PROFIT Corporation and Federal 50l(C3) organization. h) "Special Event" shall mean the outdoor January 18th festival approved by the City and held at Central Winds Park on January 18, 2003 or soon thereafter if said event is cancelled as provided in paragraph 12.0 of this Agreement. The Special Event shall be planned, promoted, managed, and operated by the Contractor pursuant to this Agreement. 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 Jesup. 2.2 Engagement. City hereby engages Contractor and Contractor agrees to perform the services outlined in this Agreement for the compensation stated in paragraph 4.0 of this Agreement. 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. Contractor agrees to perform the following services: 3.1 Special Event. Contractor shall Advertise, produce, plan, promote, manage and operate the Special Events in cooperation with the City. In furtherance thereof, Contractor agrees to keep the City Manager fully informed of its plan to promote, manage, and operate the Special Events.so that City can reasonably satisfy its obligations under this Agreement and reasonably address issues of public health, safety, and welfare related to the Special Event. 3.2 Food and Beverage. Contractor agrees to provide all food and beverage concessions 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 provided by City. Contractor shall retain all fees and commissions from the concessions provided by Contractor. Alcoholic beverages shall be limited to beer, wine and frozen drinks, if provided. In addition, the contractor wishes to allow the Famous Grouse to distribute ~ oz. samples of Scottish Whiskey from their booth during the event. 3.3 Sponsorship; Event Fees. Unless otherwise provided in this Agreement, Contractor shall retain the sole right to all sponsorships and paid fees for the Special Event. 2 3.4 Staging; Other Production Materials. Contractor 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. Contractor shall provide professional entertainment during the Special Event as deemed appropriate to a traditional Scottish event. 3.6 City Special Event Policy. Contractor agrees to comply with the City's written Special Event Policy deemed applicable to the Special Event by the City Manager. 3.7 Permits. Contractor shall obtain all local, state, and federal permits necessary to hold the Special Event. City shall waive all city permit fees for the Special Event. 4.0 Compensation Expenses. Upon both parties fully executing this Agreement, Contractor shall pay a guaranteed rental of $3,000.00 to be paid on the execution of this Agreement. 4.1 Contractor Expenses. Unless otherwise provided in this Agreement, Contractor shall pay all costs and expenses necessary for the Contractor to satisfy its obligations under this Agreement, including City fire and police services as deemed reasonably necessary by the City Manager, clean up of Central Winds Park and surrounding area, parking coordination, repair of damages incurred to Central Winds Park caused by unforeseen weather conditions. 4.2 City Expenses. City shall provide the following services and facilities for the Special Event (1) use of Central Winds Park on the day of the Special Event, the three preceding days required for set-up purposes and the two days following the event for load out and clean up purposes; (2) use of Central Winds Parking areas in addition to City owned parking areas at Winter Springs High School and City Offices on the day of Special Event; (3) 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); (4) restroom facilities at the baseball complex; (5) existing lighting of Central Winds Park and surrounding areas. 5.0 Due Diligence. Contractor 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 insurance, permits, professional entertainment and the steps necessary to complete the services within the time set forth herein. The Contractor warrants unto the City that it has the competence and 3 abilities to carefully, professionally, and faithfully complete the services in the manner and within the time limits proscribed herein. The Contractor will perform the services with due and reasonable diligence consistent with sound professional and labor practices. 6.0 Time Is of the Essence. Time is of the essence in this Agreement. 6.1 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. 6.2 No Assignment. This Agreement shall not be assigned or transferred. 6.3 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) execute and deliver any further documents which may be necessary or desirable in order to carry out the purposes and intentions of this Agreement. 6.4 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 connections with this Agreement and the transactions contemplated herein, and not given legal advice to any party hereto other than City. 6.5 Severability. If any provisions 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. 6.6 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws for the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial courts located in Seminole County, Florida, and any objections as to jurisdiction or venue in such courts being expressly waived. 6.7 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with the parties hereto, the prevailing party in such litigation or controversy shall be entitled to recover from the 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. 6.8 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. 4 6.9 Notices. Any notice, request, instruction, or other document to be given as part of 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 deliver 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 of Winter Springs: Ronald W. McLemore, City Manager 1126 East S.R. 434 Winter Springs, FL 32708 PH: (407) 327-5957 FAX: (407) 327-4753 To Scottish American Society: of Central Florida, Inc. Dennis Barr, President PO Box 2948 Orlando, FL 32802 PH: (407) 273-1970 FAX: (407) 420-1674 6.10 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. 6.11 Public Record. It is hereby specifically agreed that any record, docwnent, computerized information or programs, audio or video tape, photograph, or other writing of the Contractor 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 the Contractor. Said record, docwnent, computerized information and program, audio or videotape, photograph, or other writing of the Contractor is subject to the provision of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, the Contractor shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, docwnents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal pool servicing hours of the Contractor be open and freely exhibited to the City for the purpose of examination and/or audit. 6.12 Interpretation. Both the City and the Contractor have participated in the drafting of all parts of this Agreement. As a result, it is the intent of the parties that no 5 portion of this Agreement shall be interpreted more harshly against either of the parties as the drafter. 7.0 Entire Agreement. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or Agreement, either oral or written, in 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 rights to sovereign immunity under Section 768.28, Florida Statutes, 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, the Contractor shall purchase and maintain, at its own expense, such general liability insurance, food and liquor liability insurance and automobile 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 Contractor under this Agreement. The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combines single limit for bodily injury liability, property damage liability, and food and liquor liability. This shall include, but not be limited to, automobile liability of owned vehicles, hired and non-owned vehicles, and employee non-ownership. All insurance coverage shall be insurer(s) approved by the City Manager and licensed by the state of Florida to engage in business of writing of insurance. The City shall be named of the foregoing insurance policies as "additional insured." The Contract shall cause its insurance carriers to furnish insurance certificates and endorsements specifying the types and amounts of coverage and effect pursuant hereto, the expiration date on such policies, and the statement that no insurance under such policies will be cancelled without thirty (30) days prior written notice to the City in compliance with other provisions of this Agreement. If this City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by the Contractor in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify the Contractor in writing thereof within thirty (30) days of the date of deliver of such certificates and endorsements to the City. For all services performed pursuant to this Agreement and during the Special Event, the Contractor shall continuously maintain such insurance in the amount, type, and quality as required by this paragraph. 10.0 Indemnification and Hold Harmless. For all services performed pursuant to this Agreement, the Contractor 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 6 and all administrative, trial, post judgment, and appellate proceedings), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from Contractor's: (i) performance of services pursuant to this Agreement; (ii) failure to properly train employees under Contractor's control or direction; (iii) failure to remit any local, state, and federal taxes due by Contractor as a result of the Special Event; (iv) failure to properly plan, promote, manage, and operate the Special Event. The indemnification provided above shall obligate the Contractor 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 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 result from the services under this Agreement whether the services be performed by the Contractor or anyone directly or indirectly employed or hired by them. 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, the Contractor 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. By written notice to Contractor, the City shall have the right to cancel the Special Event and this Agreement at any time, without penalty, under the following conditions: a) If the Special Event is canceled on or before January 18, 2003, all fees paid by the Contractor to the City, shall be refunded to the Contractor within five (5) business days. 13.0 Term. The term of this Agreement shall be from the effective date until the completion and satisfaction of the terms and conditions of this Agreement by both parties or the termination of this Agreement pursuant to paragraph 12.0. Except that the indemnification provision contained in paragraph 10.0 shall remain in full force and effect for any claims, losses, damages, personal injuries, or liability which may occur under this Agreement. 14.0 Contractor's Signatory. The undersign person executing this Agreement on behalf of contractor hereby represents and warrants that he/she has the full authority to sign said Agreement for Contractor and to fully bind Contractor to the terms and conditions set forth in this Agreement. 7 .,' IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY: C~TY\O~,WINr.ER SPRINGS, FLORIDA ,. .' "', I, -'II ,. ;} \)'~;A " ~ I,.;Z; ,13,;': !'f o1iLW,IJ":,"1~ : " . J ,'. " Ron Mc1emor.e, City Manager . I .\ CONTRACTOR: SCOTTISH AMERICAN SOCIETY OF CENTRAL FLORIDA, INC. By: f)~~ Dennis Barr, President 8