HomeMy WebLinkAbout2001 05 14 Regular B 4th of July Special Event Agreement
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May 14,2001
Regular Agenda Item "B"
COMMISSION AGENDA
ITEM B
CONSENT
INfORMA TIONAL
PUBLIC HEARING
REGULAR X
05/14/01
Meeting
MGR. ~ /DEPT @
Authorization
REQUEST: Parks Department requesting the Commission to approve contracts
with Cox Entertainment, and A.P.C. Fireworks, and supplemental appropriations in the
amount of $ 5,000 for the July 4th Celebration.
PURPOSE: This agenda item is needed to restructure the July 4' 2001 Celebration due to
Mountain View Productions inability to perform their previously approved contract for
production of the event.
CONSIDERATION: On February 26, 2001, the Commission approved an agreement
with Mountain View Productions to produce the entertainment and fireworks for the July
4, 2001 Celebration.
On April 24, 2001, MountainView advised the City that their main sponsor backed out of
their agreement due to economic reasons. They attempted to find a substitute but were
unable.
Staff has reorganized the event with Cox providing the entertainment and concessions
and A.P.C. providing the fireworks as follows:
Cox Entertainment
A.P.C. fireworks
$12,000
$13,000
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May 14,2001
Regular Agenda Item "B"
The increase in production cost demonstrates the level of cost offset by sponsors in
Mountain View Productions proposal.
Mountain View
Cox/A.P.C.
Entertainment/Concession
Fireworks
Total
Combined
Combined
$22,000
$12,000
$13.000
$25,000
FUNDING: The Commission approved $20,000 in the FY 01 budget and expanded the
budget to $22,000 on February 26, 2001 without a supplemental appropriation. A
supplemental appropriation of $5,000 is requested to fund the reorganized program,
RECOMMENDATION: Staff recommends the Commission approve the following:
1. Authorization of the City Manager to enter into a contract with Cox to provide
entertainment and concessions.
2. Authorization of the City Manager to enter into a contract with AP .C. Fireworks to
provide fireworks.
3. A $5,000 supplemental appropriation to fund the reorganized celebration.
ATTACHMENTS:
a) Cox Contract
b) A.P.C. Contract
c) A.P.c. Proposal
d) Santore Proposal
COMMISSION ACTION:
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CITY OF WINTER SPRINGS, FLORIDA
4TH OF JULY SPECIAL EVENT AGREEMENT
THIS 4TH OF JULY SPECIAL EVENTS AGREEMENT ("Agreement") is made and
entered into as of the day of ,2001, by and between the CITY OF WINTER
SPRINGS, a Florida Municipal Corporation, and COX RADIO, INC ("Contractor").
WITNESSETH:
WHEREAS, City of Winter Springs desires to hold a 4th of July special event for the benefit
of the public for purposes of celebrating independence day on July 4, 2001 at Central Winds Park,
which is located and owned by the City of Winter Springs; and
WHEREAS, Contractor 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, the parties acknowledge and desire that the Special Event shall also benefit the
charities sponsored by The Rotary Club of Winter Springs;
WHEREAS, Contractor 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 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 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 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.
c) "City Manager" shall mean the City Manager of the City of Winter Springs,
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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 (l), 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 Cox Radio, Inc., a Florida Corporation and its
employees, agents, and contractors.
h) "Special Event" shall mean the outdoor 4th of July special event approved by
City and held at Central Winds Park on July 4, 2001 or soon thereafter if said
event is canceled as provided in paragraph 12.0 of this Agreement. The
special event shall be planned, promoted, managed and operated by
Contractor pursuant to this Agreement. '
j) "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.
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 Fireworks. City of Winter Springs shall provide a complete fireworks production
produced by "Fireworks by Santore", or another duly qualified pyrotechnic fireworks
producer acceptable to City Manager, to provide a fireworks display during the Special
Event. The fireworks production shall be accompanied by a musical score, and the display
shall last no less than 25 minutes. Contractor and the fireworks producer shall cooperate
closely to assure the precise coordination between the music and the fireworks display.
3.2 Special Event. Contractor shall advertise, produce, plan, promote, manage, and
operate the Special Event 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 Event so that City can reasonably satisfy its obligations under this Agreement
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and reasonably address issues of public health, safety, and welfare related to the Special
Event.
3.3 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 and wine, if provided.
3.4 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.
3.5 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 with delay stack, staging and stage lighting, golf carts,
radios, tents, and catering for staff.
3.6 Professional Main Stage Entertainment. Contractor shall provide
professional main stage entertainment during the Special Event.
3.7 City Special Event Policy. Contractor agrees to comply with the City's written
Special Event Policy, if any, which is deemed applicable to the Special Event by the City
Manager.
3.8 Permits. Contractor 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 for the Special Event.
4.0 Compensation; Expenses.
4.1 To The Rotary Club of Winter Springs. Contractor agrees to pay The Rotary Club
of Winter Springs Ten Percent (10%) of net profit from the beer concessions in lieu of
volunteers to help 'man' the beer sales.
4.2 To Contractor. Contractor's sole compensation from City shall be Twelve
Thousand Dollars ($12,000) for all services rendered by Contractor under this Agreement.
City shall pay Contractor said amount in two (2) installment payments as follows:
(a) Upon both parties fully executing this Agreement, City shall pay Contractor a non-
refundable first installment in the amount of Six Thousand and No/I 00 Dollars ($6,000.00).
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4.3 Contractor Expenses. Unless otherwise provided in this Agreement, Contractor shall
pay all costs and expenses necessary for Contractor to satisfy its obligations under this
Agreement.
4.4 City Expenses. City shall provide the following services and facilities for the
Special Event: (1) Central Winds Park on the day of the 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 lOO 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 area; (5) City fire and police services
as deemed reasonably necessary by the City Manager; (6) dressing rooms; (7) clean
up of Central Winds Park and surrounding area; (8) parking and parking
coordination; and (9) repair of damage incurred to Central Winds Park caused by
unforseen weather conditions.
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, fireworks, 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 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 Miscellaneous: All requirements of a "Request For Proposals,"
designated RFP 002-0l/GD and advertised December 10, 2000, are
incorporated herein by reference and made a part hereof, except those
references to the Contractor providing a fireworks display. This
agreement is predicated on the "Event Proposal" submitted by
Contrtactor and assurances by Contractor that all RFP requirements
will be met, whether specifically delineated further in this agreement or
not.
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
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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 Third Party Rights. Except for the express rights granted under this Agreement to
the Winter Springs Rotary Club, this Agreement is not a third party beneficiary
contract and shall not in any respect whatsoever create any rights on behalf of any
third parties.
6.5 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.
6.6 Legal Representation. The parties acknowledge that Anthony A. Garganese,
Esquire, and Broad, 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.
6.7 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.
6.8 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, exclusive jurisdiction shall be in
the trial courts located in Seminole County, Florida, any objections as to jurisdiction
or venue in such courts being expressly waived.
6.9 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 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.
6.10 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.
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6.11 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 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 of Winter Springs: Ronald W. McLemore, City Manager
1126 East S.R. 434
Winter Springs, Florida 32708
PH: (407) 327-5957
FAX: (407) 327-4753
To Contractor: COX Radio, Inc.
Debbie Morel, V.P. and OM
200 South Orange Ave. Suite 2240
Orlando, FI 32801
PH: (407) 422-9696
FAX: (407) 422-5883
6.12 Counterparts. This Agreement may be executed in any number of counterparts, each
of which when so executed and delivered, shall be an original; but such counterparts
shall together constitute but one and the same instrument.
6.13 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 Contractor related, directly or indirectly, to this Agreement, shall be
deemed to be a Public Record whether in the possession or control of the City or the
Contractor. Said record, document, computerized information and program, audio
or video tape, photograph, or other writing of the Contractor 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 Contractor 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 pool servicing hours of the Contractor be
open and freely exhibited to the City for the purpose of examination and/or audit.
6.14 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
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portion of this Agreement shall be interpreted more harshly against either of the
parties as the drafter.
6.15 Independent Contractor. Contractor shall be considered an independent contractor
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, 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, fireworks 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 combined
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 with insurer(s) approved by the City Manager and licensed by the State of Florida to
engage in the business of writing of insurance. The City shall be named on the foregoing
insurance policies as "additional insured." The Contractor shall cause its insurance
carriers to furnish insurance certificates and endorsements specifying the types and
amounts of coverage in effect 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. If
the 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 delivery 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 amounts, 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 and all administrative, trial, post judgment and
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appellate proceedings), directly or indirectly ansmg 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; and (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 of 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:
12.1 If the Special Event is canceled on or before June 3, 2001, all fees paid by the
City to Contractor, except the non-refundable $6,000.00 first installment, shall be
refunded to the City within five (5) business days.
12.2 If the Special Event is canceled on or between June 4, 2001 and June 19,2001,
Contractor shall retain all fees paid by the City to Contractor under this Agreement.
However, in this event, Contractor agrees to reschedule and produce a special event,
as required under this Agreement, at no additional cost to the City. The rescheduled
special event must occur no later than October 1,2001. If the special event is not
rescheduled by this date, Contractor shall be released of any and all obligations under
this Agreement.
12.3 If the Special Event is canceled on or after June 20, 2001, but on or before July
1, 2001, Contractor shall retain all fees paid by the City to Contractor under
this Agreement. However, in this event, Contractor agrees to reschedule and
produce a special event, as required under this Agreement, for an additional
cost of Seven Thousand Five Hundred and Noll 00 Dollars ($7,500.00) The
rescheduled special event must occur no later than October I, 2001. If the
special event is not rescheduled by this date, Contractor shall be released of any
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and all obligations under this Agreement.
12.4 Ifthe Special Event is canceled on or after July I, 2001, but on or before July
4, 2001, Contractor shall retain all fees paid by the City to Contractor under this
Agreement. However, in this event, Contractor agrees to reschedule and produce a
special event, as required under this Agreement, for an additional cost of Eleven
Thousand Five Hundred and No/IOO Dollars ($11,500.00). The rescheduled special
event must occur no later than October 1, 2001. If the special event is not
rescheduled by this date, Contractor shall be released of any and all obligations under
this Agreement.
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 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 Si!!natory. The undersigned 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. He/she also represents and warrants that the proposal submitted to the
City to perform services enumerated herein was in response to RFP 002-0 l/GD, further
described in Section 6.0 above, and that he/she has read and shall comply with all provisions
and requirements therein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
written above.
CITY:
CONTRACTOR:
CITY OF WINTER SPRINGS, FLORIDA:
COX Radio, INC.
By:
Ron Mclemore, City Manager
By:
Debbie Morel, VP, GM
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4th of JULY FIREWORKS DISPLAY CO.NTRACT
THIS AGREEM~NT is made this _ day of .2001 by and
between the CITY OF WINTER SPRINGS, FLORIDA, a Florida Municipal Corporation,
whose address is 1126 Ea:>l State Road 434, Wimer Springs, l''lorida ("City"), and Stephen C.
Vickers d/b/a ANIMATED PYROTECHNIC CREATIONS, a/k/a A.P.C. Fireworks, whose
address is 308 West Princeton Street, Orlando, FL 32804, (I1Contra\:tor").
RECITALS:
WHEREAS, the Contractor desires to provide to the City certain services under the terms
and conditions set forth in this Agreement.
IN CONSIDERA TJON of the mutual covenants and provisions hereof, and other good,
and valuable considerations, the receipt and sufficiency all or which is hereby acknowledged, the
parties desiring to be legally bound do hereby agree as follows:
ARTICLE I
GENERAL PROVISIONS
1.1 Definitions. For purposes of this Agreement, the following terms and words shall
have the meaning ascribed to them, unless the (,;ontext clearly indicates otherwise.
(a) "Agreement" or "Contract" shall be used interchangeably and shall refer to
this Agreement, as amended from time to time, which shall constitute
aUlhorizalion for the Contractor to provide lh~ s~rvke:> stated herein to (he
City.
(b) "City" is the City of Wimer Springs, Plorida, a Horida Municipal
Corporation.
(c) "Contractor" shall mcan Slcphen C. Vickers, ANIMATED
PYROTECHNIC CREATIONS, A.P.C. Fireworks and any employees,
conuactors, or agents thereof.
(d) "Effective Datc" 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 effet:tive against any party
until said date.
(e) "Public Record" is as descrihed in Seclion 119.011( I), Florida Statute~'.
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(f) "Services" shall include lh~ performance of tile ~rvices outlined in Article
2 of this Agreement.
1.2 Eneaeement. The City hereby engages the Comractor an\1the Comra(;tor agrees to
perform the Services outlined in lhhi Agreement for the stated fee arrangement. No prior or present
agreements or representations shall be binding upon any of the parties hereto unless incorporated
in this Agreem~nt.
1.3 Due Dili2ente. The Contractor acknowledges that it has investigated prior to
execution of this Agreement and satisfied itself as to the conditions aff~cting the Services, lh~
availability of materials and labor. [he (;ost thereof, the requirem~nts to obtain necessary insurance
and coordinate with utilities ac: sel furth herein. and the steps necessary to complete the Services
within the time set forth herein. The Contra(;tor warrants unto (he City that it has the competence
and abilities to carefully and faithfully complele the Services within (he tim~ set forth, 1be
Contractor will perform its Services with due and reasonabl~ diligence consistent with sound
professional practices.
2.A
follows:
(b)
(c)
(d)
ARTICLE 2
DESCRIPTION OF SERVICES TO BE PERFORMED
Scope of Services. The Services to be p~rformed under this Agreement are as
(a)
Contractor agrees to furnish lh~ City an outdoor public exhibition of
pyrotechnics (a/k1a tireworks display) in a manner which is traditionally
seen throughout the United States of America on the 4111 of July. The
exhibition shall be at Central Winds Park on the lake front on the evening
of July 4. 2001 at 9:00 P.M. The ~p~cific areas for staging shall be at
locatiuns designated by the City and reasonably approved by Contractor.
Cuntractor agrees to furnish a duly qualified and experienced pyrot~chnist
and all labor necessary fOT exhibitiun of pyrotechnics. The cll.hibition shall
be a minimum of thirty (30) minut~s and shall contain a minimum of 2.500
fireworks shells. The exhibition shall be coordinated with a musical score
which shall be played simultaneously with the exhibition of pyrot~hnics.
The score will be suitable for a traditional 4th of July fireworks event.
Contractor agrees to pay all freight, expenses and cartage charges.
Contractor agrees to pay all traveling and uth~r expenses of pyrotechnist
and assistants. which may be necessary for exhibition of pyrotechnics.
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(e) Contractor agrees that in the cv~nt of rain ur inclement weather, a
postponemem may be made by the City, at its discretion, to the next clear
night or to a date to be determined by City without additional expenses tu
City.
(0 City agrees, at its discretion, to furnish and set up rope lines and oth~r
reasonable crowd control safeguards for the protection of the publil: and
property.
(g) City agrees, at its uiscretion, to furnish ample police protection to
Contractor for the protection of its property. and the firing of the exhjbjtion
without interference from the public.
(h) Contractor agrees, at itc; expense, to procure any and all permits or licenses
which may be required by governmental authorities.
2.2 Professionalism. The Contractor shall do, perform and carry out in a professional
manner all Services required to he performed by this Agreement,
2.3 Submittal of Proeress Reports. Upon request by the City, Contractor shall submit
a written progress report as to the status of all Services set forth in this Agreement. The report
shall in a sufficient manner demonstrate what services were performed under this Agreement. If
the detail i~ not sufficient in the City Manag~r's reasonable discretion to permit the City to
determine the Services pertormed or the manner in which it is being performed, the City may seek
more detail from the COntraclOr.
2.4 Warranty of" Professional Services. The Contractor hereby warrants unto the City
that it has sufticient experience to properly complete the Services specified herein or as may be
pcrfonncd pursuant to this Agreement. In pursuit of any Services. the Contractor shall sup~rvis~
and direct the Services, using its best skill and auention and shall enforce strict discipline and good
order among its employees. The Contractor shall comply with aU laws, ordinances, rules,
regulations, and lawful orders of any public authority hearing on the performance of the Services.
The Contractor shall pay all taxes, fees, license fees required by law, including but not limited to
occupational fees and withholding taXeS and assum~ all costs incident to the Services, except as
provided herein.
ARTICLE 3
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COMPENSATION. PAYMENT TERMS
3.1 Compensation. For the performance of the Services sp~cified herein, City agrees to
pay Contractor a total amount of $13,000.00, payable as follows:
(a) A deposit of $8,500.00 upon full execution of this Contract and receipt of
a proper written invoice; and
(b) $4,500.00 to be paid upon full completion of the exhihition of pyrotechnics
and within three (3) business days of r~ceipt thereafrer of a proper written
invoice. There shall be no oth~r compensation due Contractor for the
S~rvices provided under this Agreement, unless spedfically agreed to by
City in writing.
3.2 Invoices and Payment Terms. Contrat:tor shall submit to the City detailed invoices
for all Services performed Clnd r~imbursable expenses incurred under this Agreement.
ARTJCI..F. 4
GENERAL CONDITIONS OF SERVICES
4.1 City Inspection, Subject to a right of appeal to the City Commission of the City of
Winter Springs, the City Manager shall havc authorily to rejt:ct Services as not conforming to this
Agreement. Prior to the commencement of the exhibition of the pyrotechnics, the City shall have
the right to inspect th~ fueworks to determine that the requisite number of shel1!\ are availahle and
ready for public exhibition as required hereunder.
4.2 Services is a Private Undertakina:. With regard to any and all Services perfonned
hereunder. it is specit1cally understood and agreed [0 by and between the partie~ hereto that th~
contractual relationship between the City and the Contractor is such that the Contractor is an
independent contractor and not an agent of the City. The Contractor is an independent contractor
and not an employee of the City. Nothing in this Agreement shaH he interpreted to establish any
r~Jalionship olher than lhal of an im.lepelldcIll contraclOr, belween Lh~ City, un one hand, and the
Contractor, during or after the perfonnance of the Services under this Agr~~ment.
4.3 Citv's Responsibilities. Th~ City shall L:ooperat~ with the Contrat:tor by:
(a) Designating a person with authority to act on the City I s b~half on all matters
concerning the Services being provided hereunder;
(b) Arrange fOT a(.;ces~ to public and private property by the Contractor as
net:essitatL"d hy the Services.
4
~nt By: BROWN,WAAO,SALZMAN&WEISS,PAj
4074259596j
May-9-01 4:19PMj
Page 6/12
ARTICLE 5
SUBCONTRACTS: ASSIGNMENT
5.1 Asshrnment and Subcontractin&. Unless otherwise specifically required by this
Agreement. the Contractor shall not as~ign, sublet, or transfer any rights or Services under or
interest in (including, but without limitations, moneys that may become due) this Agreement
without the written conseut of the City. except to the cXlenllhat any assignment. sublet, or transfer
is mandated by law or the effect of this limitation may be restricted hy law. Unless specifically
stated to the contrary in any wriuen consent to any assignment, no a.~signment will release or
discharge the assignor from any duty or responsibility under this Agr~ment. FuIther. the
Contractor shall not subcontract any portion or all of the Services without the written consent of
the City. Nothing under thj~ Agreement shall be construed to give any rights or benefits in this
Agreement to anyone other than the City and the Contractor, and all duties and responsibilities
undertaken pursuant to this Agret:ment will be for the sole and exclusive benefit of the City and the
Contractor and not for the benetit of any orher party_
5.2 The City reserves the right to perform any Services relateu to this Agreement.
5.3 Any eOSlS caused by defective or ill-timed Services shall be borne by lhe party
responsihle therefor.
ARTICLE 6
MISCELLANEOUS PROVISIONS
6.1 Governine Law: Venue. This Contract shall be governed by the law of the State of
Rorida. Venue of all disputes shall be properly placeU in Seminole County, Florida. The parties
agree that the Agreement was consummated in Seminole County, and the site of the Services is
Seminole County. If any dispute concerning this Contract arises under Federal law , the venue will
be Orlando, Florida.
6.2 Contractor's Representative. The:: Conlral:lOr shall designate an individual to act as
a n:presentative for the Contractor under this Agreement with the authority to transmit instructions,
receive information, and make or interpret the Contractor's decisions. This per~on shall be the
Contractor's contract administrator. nlt~ Contractor may from time to time designate other
individuals or delete individuals with the authority LO act for the Contractor under this Agreemenl
with the authority to transmit instructions, receive information, and make or interpret the
COlltractor's decisions. All deletions or designation of individuals to serve as a representative shall
be given by wrillen notice.
5
~nt By: BROWNIWARDISALZMAN&WEISS,PAj
4074259596j
Ma y - 9 - 01 4 : 1 9PM j
Page 7/12
6.3 Notices. All projects hereunder, all notices, demands, requests, instructions,
approvals, ami daims shall be in writing. All notices of any type hereunder shall be given by U.S.
mail or by hand delivery to an individual authorized to receive mail for the below listed individuals,
all to the following individuals at the following locations:
TO THE CITY:
Me. Ronald W. McLemore
City Manger
City of Winter Springs
1126 East State Road 434
Winter Springs, F1. 32708-2799
407-327-5957 (Phone)
407-327-6686 (Fax)
TO THE CONTRACTOR:
Mr. Stephen C. Vkkers
d/b/a Animated Pyrotechnic Creations
308 West Princeton Street
Orlando, FL 32804
407-849-2828 (phone and fax)
Notice shall be deemed to have been given and received on the date the noti<.:e is physically received
if given by hand delivery, or ir notice is given by first class U.S. mail, postage prepaid, then notice
shall be deemed to have been given upon the date said notice was deposited in the U.S. Mail
addressed in the manner set forth above. Any party hereto by giving notice in the manner set forth
herein may unilaterally change the name of the person to whom notice 15 to be given or the address
a[ which notice is [0 he received.
6.4 Public Record. It is hereby specilically agreed tbat any record, document,
computerized information and program, 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, document,
computerized intormation and program. audio or video tape, photograph. or other writing of the
Contractor is suhjecr 10 the provisions of Chapter 119, Horida Statutes, and may not be destroyed
without the specific written approval of the City. Upon request hy the City, the Contra<.:tor shall
promptly supply copies of said public records to the City. AU books. cards. registers, receipts,
documents. and other papers in connection with this Agreement shall at any and all reasonable
times during the normal working hours of the Comract\1r he open and rreely exhibited to the City
for the purpose of examination and/or audit.
6
?nt By: BROWN,WARD,SALZMAN&WEISS,PAj
.I
4074259596j
May-9-01 4:20PMj
Page 8/12
6.5 IDter~retotion. Both the City and the Contractor have participated in the drafting of
all pans of this Agreement. As a result. it is the intent of the parties that no portion of this
Agreement shaH be interpreted more harshly against either of the parties as the dr~fter.
6.6 Amendment of Aereemelllt. Modifications or changes in this Agreement must be in
writing and executed by the parties hound to this Agreement.
6.7 Severability. If a word, sentence, or paragraph herein shall be declared illegal,
unenfurceable, ur unconstitutional. the said word, sentence, or paragraph shall be severed from this
Contract. and this Contract shall be read as ,if said illegal, unenforceable, or unconstitutional word,
sentence, or paragraph did not exist.
6.8 Additional Assurances. The Contractc.lr certifies that:
(a) No principal (which includes officers. directors. or executive) or individual
holding a professional license and performing Services under this Agreement
is presently debarred, suspended, proposed for debannent, declared
ineligibJe or voJuntarily excluded from participation in any Services required
by this Agreement by any Fe\tercd, State, or local governmental conunission,
department, corporation. subdivision. or agency;
(b) No principal (which include~ officers, directors, or executive). individual
holding a professiunal license and perfurming Services under this
Agreement, employee, or agent has employed or otherwise provided
compensation to, any employee or officer of the City; and
(c) No principal (which includes officers, dircclOrs, or executive). individual
holding a professional license and performing Services under this
Agreement, employee or agent has willfully offered an employee or officer
of the City any pecuniary or mller benetit with the intent to influence the
empluyee ur officer's official action or judgment.
6.9 Attorlley's Fees. Should any litigation arise concerning this Agreement between lhc
parties hereto, the parties agree to bear their own costs and attorney's fees.
6.10 Entire Aereement. This Agreemcnl 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 he deemed merged into this Agreement.
6.11 S9,verei2n..tmmunity. Nothing contained in this Agreement shall he construed as a
waivt:r of the City's right to sovereign immunity under Section 768.28, Flnrida Statutes, or other
limitations impos,,~ regarding the City's potential liability under state or federal law.
7
~nt By: BROWN,WARD,SALZMAN&WEISS,PAj
4074259596j
May-9.01 4:20PMj
Page 9/12
t.
ARTICLE 7
TIME
7.1 Time of the Essence. Th~ ConLractor a\:knowl~cJg~s and agrees that time is of the
essence for the completion of the Servkes to be performed under this Agreement.
ARTICLE 8
PROTECTION OF PERSONS AND PROPERTY: INSURANCE
8.1 Worker's Compensation. Upon the effective date of this Agreement, Contractor shall
provide proof of worker's compensation insurance in the minimum amount required by law (if
required) .
, 8.2 Professional Liability/Malpractice and General Liability. Upon the effective date
of this Agreement, Contractor shall submit proof of general liability insurance to cover claims for
general liability because of bodily injury or death or any person or propeny damage arising out of
this Agreement or any Services provided hereunder. The insurance ~hi:lll have minimum limits of
cuv~rage of $1 ,000,??oo.00 per occurrence.
8.3 This paragraph shall be applkable to Sections 8.1 and 8.2 The insurance required by
this Article shall include the liability and coverage provided herein, or as requircd by law,
whichever requirements afford greater coverage. All of the policies of insurance so required to be
purchased and maintained for the certificates (or other evidence thereof) shall contain a provision
or endursement that the coverage afforded will not be canceled, materially changed or renewal
refused until at least thiny (30) days' prior wriuen notice has been given to the Ciry and the
Contractor by certitied mail, return receipt requested. All su~h insurance shall remain in effeet
until final payment. Unless agreed to by the City to the contrary, the City shall be named un the
foregoing iIlSurance polides as "additional insured." The COlllraclor shall cause its insurance
carriers to furnish insurance certificates specifying the types and amounts of coverage in eftect
pursuant hereto, the expiration dates of such polic:ies. 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. For all Services pertormed pursuant to this Agreement,
the Contractor shalJ continuously maintain such insurance in the amounts, type, and quality as
required by Sections 8.1 and 8.2. In the event Contractor fails to maintain said insurance. City,
at its option, may elect to terminate this Agreement without penalry by written notice to Contractor.
8.4 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 lwld
harmless the City and it~ employees, officers, and attorneys from and against all claims, losses.
damages, personal injuries (including but not limited tu death), or liability (including reasonable
8
~nt By: BROWN,WARD,SALZMAN&WEISS,PAj
:J. ','
4074259596j
May-9-01 4:21PMj
Page 10/12
attorney's fees), directly or indirectly arising from the negligent acts, errors, omissions, intentional
or otherwise, arising ou( of or resulting from Contractor's performance of any Services provided
pursuant to this Agreement.
The indemnification provided above shall obligate the Conlraclor lo defend al ils own
expense or to provide for such defense, at the option of the City, as the case may be, of any and
all c1aim~ of liability and all suits and a<.:tions 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 by them. 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 paragraph 8.4 shaH survive termination of this Agreement.
8.S Standard of Care. In performing its Services hereunder, the Contractor wiIJ use that
degree of care and skill ordinarily exercised, under similar circum!\tances hy reputahle member!\
of its profession practicing in the same or similar locality.
ARTICLE 9
TERMINA TION OF THE CONTRACT
9. i Termination By City. The City may terminate this Agreement for convenience, at any
time, without penalty. by providing written notke of termination to Contractor. Upon termination
of this Agreement. Contractor shall immediately return the $8,500.00 deposit. However, to the
extent Services have heen performed by Contractor, the City shall pay the Contractor, as full
payment for all Services performed and all expenses incurred, the sums that are actually due and
owing to the Contractor for payment ofa11 Services completed to the City's satisfaction through the
termination date, along with reimbursable expenses (if any) as provided in this Agreement. Any
payment due shall be subject to the Contractor supplyi.ng the City with detailed invoices as
described in this Agreement. Upon notice of termination, the Contractor shall cease all Servkes
being provided hereunder unless otherwise directed by City in writing.
9.2 Termination bv Contractor. With at least five (5) days written notice to the City.
Contractor may terminate this Agreement if the City fails to make any paym~nt of compen!\arion
due Contractor under this Agreement.
9.3 Waiver. Failure of the City to insist upon performance within any time period or upon
a proper level or qualilY of performance shall not act as a waiver of the City I S right (0 later claim
a failure to perfonn on the part of the Contractor.
9
~nt By: BROWN,WARD,SALZMAN&WEISS,PAj
4074259596j
May-9-01 4:21PMj
Page 11/12
.;1 ~ J
ARTICLE 10
TERM OF AGREEMENT
10.1 Term. The term of this Agreement shall conunencc upon full execution of this
AgrC:t:ment by the parties and end at such time Contractor has fully performed all the Services
required hy this Agreement to the complete satisfaction of the City.
IN WITNESS WHEREOF. the parties hereto caused this Agreement to be executed by their
duly authorized representatives as of the date first written above.
[Signatures and Witnesses next page.]
10
~nt By: BROWN,WARD,SALZMAN&WEISS,PAj
~ L\ I!.
Witnesses:
PriDt Namlt:
!'riot Name:
Witnesses:
Print Name:
Print N8Iwe;
4074259596j
May-9-01 4:21PMj
Page 12/12
CITY:
CITY OF WINTER SPRINGS, FLORIDA
By:
Ronald W. McLemQre
Title: City Manager
Dated:
CONTRACTOR:
Stephcn C. Vickcrs
d/b/a ANIMA TED PYROTECHNIC CREA nONS
a/k/a A.P.C. Fireworks
By:
Stephen c. Vickers
Tille:
Dated:
P:\DOCS\Cily llf Wimer Sprin[tSIAlIH:emc:nts\41h ,,(July fireworks Display COIlU:lCI 200l.kj
11
.. iYRGM APe Fireworks
PHONE NO. 14078492828
MAY. 03 2001 12:03AM P2
'., !
To: Winter Springs Parks & Recreation Department
Director Chuck Pool
from: A.P.C.Fireworks
Stephen C.vickers
Re: Cost Sheet For Fauth of July Show:
1. 13,000.00 Bugdet: Main Body Of Show: 1100-3-inch shells,
200-4-inch shells,150-5-inch shells,12S-6-inch shells,
6-8-inch shells, Total Time of Show is : 30 mins.
This show will be fired by electric firing system Cues
will from 4- to 10 shells at a time. Total shell count
of main bOdy of show. : 1581
2. Finale of Show: 800-3-inch shells,100-4-inch shells,
40-S-inch shells,40-6-inch shells,4-8-inch shells,
2-10-inch shells,2-12-inch shells. Total shell count:
Finale: 988
30 Total Shell Count for whole Show: 2569
4. If you have any Questions please call phone number below
or pager at 407-897-0422.
Thank You
~~~ C.~I'C~
Stephen C.Vickers
APe Fireworks
Professional Fireworks Displ~
@rumated @yrotechnic @recrtions
308 w. princeton st.
orlando. fiorida 32804
407-849-2828
stephen c. vickers
.,
SINCE 1890
Ralph Santore, Jr.
PRESIDENT
Anthony Santore,Jr.
VICE PRESIDENT
SPORTING EVENTS
Daytona International Speedway
World Golf Village
lacksonville Jaguars
Daytona Cubs
Jacksonville Suns
Tampa Bay Rowdies
Memphis Showboats
Memphis State Univenity
Orange Bowl
Gator Bowl
CORPORATE EVENTS
Nationwide Insurance
Lincoln Mercury
Dunkin' Donuts
Applebee"s
KFC
Sheraton
Pepsi
Jaguar Motors
Pontiac
N~isco Foods
John Deere Corporation
Bur-ger King
Wino Oixie
Mobile Oil
Aetna Insurance
Anheuse".8usch
Coon Brewery
Hiller Brewing Company
IBM Company
General Electric
ITT Corporation
Texaco
Harley Davidson
THEME PARKS
Sea World of Florida
Sea World of Texas
Busch Gardens Williamsburg
Busch Garden. Tampa
Walt Disney World
Cypress Gardens
Marineland
Splendid China
SPECIAL EVENTS
Dr. Hartin Luther King Day. Atlanta
Hiss Universe Pageant, Inc.
Salute To Liberty
Bermuda Department of Tourism .
Presidential BilIl, Guyana
Lu Fiesta De Quito. Quito. Ecuador
HOTELS
Resoru Intemuional
Grand Hotel. Bahamu
Cable Beach Hotel, Bahamas
Harriat Wortd Center
Hyatt Grand Cypress
Walt Disney World Dolphin
Boca Raton Hotel & Beach Club
Super Clubs. Jamaica. W.I.
EI Conquistador. Puerto Rico
CONCERTS
Jackson Victory Tour
Mich.ael Jackson History Tour
Van Halen
KISS
Jacluonvllle Symphony OrcheJtra
Whitney HOUlton
Lynyrd Skynyrd
Luciano Pavarottl
I N T 0
SECOND
C E N T U R Y
April 28,2001
City of Winter Springs
Ron McLemore
1126 E. State Rd. 434
Winter Springs, FL 32708
Dear Ron,
In response to your request, we submit this proposal for your July 4th display.
We believe this will meet both your artistic and budget needs.
The listed cost for the production includes all state and local permits, a five
million dollar certificate of insurance, shipping, labor and workman's
compensation.
We will use products that have been approved for your venue. Our experienced
technicians will assure the utmost in safety and entertainment value. With each
Santore display, your complete satisfaction is guaranteed.
Please call me if you have any questions. Thank you for the opportunity to be of
service to your city.
Gary Delia
Special Events Coordinator
R K 5
B Y
5 A N
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By: Fireworks by Santore, Inc., a Florida corporation.
Fireworks by Santore, Inc.
P.O. Box 364
Bunnell, FL 32110
(904) 437-2242 voice
(904) 437-5015 fax
1) Description of Contractor:
Fireworks by Santore has been in business continuously for over 100 years, providing high-
quality pyrotechnic entertainment. The Santore family takes pride in supplying the best
entertainment value and the highest in safety for both our customers and our crews.
Based in Bunnell, Florida, Fireworks by Santore has both storage and manufacturing capabilities
to make certain each show contains material that is optimum for the customer's theme and
location. We can supply stock materials to fit a budget, and we manufacture custom effects on
demand for customers with special needs.
Santore has over 100 years experience shooting large aerial displays, and over twenty years
producing displays with musical accompaniment. We have our own in-house music editing
facilities with the capability to produce custom musical scores from commercially available
mUSIC.
Santore's crews are highly qualified with both experience and artistic ability. Our staff is able to
design, set up, manage, and shoot displays with the utmost in safety and professionalism. We
use both manual and electronic firing methods as appropriate or demanded, and have an
extensive background of shooting from multiple locations.
Santore routinely produces displays ranging in price from $2500.00 to $100,000.00. We supply
turn-key shows and pre-packaged materials for numerous theme parks in the United States. Our
products are used in many sports and musical venues. We have the expertise to maximize
entertainment value for your pyrotechnic budget.
Fireworks by Santore will provide you with the best fireworks display you can purchase. Our
skilled and artful technicians will give you the best service and the safest display available
anywhere.
FIREWORKS BY SANTORE, INC.
PO BOX 364 · BUNNELL, FLORIDA 31110. 904 437 1242 · FAX 904 437 5015
)0 " }"
.... 1',. '. l 7' ~t-
2) Summary of Contractor's experience providing similar projects:
Fireworks by Santore has produced large aerial displays throughout its history. In the last thirty
years we have produced hundreds of displays in the $20,000.00 price range.
3) Listing of Contractor's similar contracts and clients for the past several years:
Fireworks by Santore has provided displays for the following clients:
World Golf Village, 1st Anniversary Celebration, 1999
City ofSt. Augustine, July 4th Celebration 1993 through 2000
City of Ormond Beach, July 4'h Celebration 1993 through 2000
Daytona International Speedway, "Daytona 500" 1997 through 2001
Daytona International Speedway, "Daytona 400" 1998 through 2000
Cypress Gardens, Florida, July 4th Celebration 1994 through 2000
Busch Gardens, Tampa, Millennium/New Year's Celebration 1999/2000
Clearwater Beach, Superbowl XXXV "Kick Off Celebration "2001
Busch Gardens, Williamsburg, July 4'h Celebration 1999 through 2000
A list of more displays available upon request.
4) Proposed approach to fulfilling requirements of this project:
Description:
One twenty minute multi level aerial display. We will script the display in a segmented fashion
designed to highlight and visually augment our selection of custom products.
Product List:
1.5" Aerial Display Effects
2" Aerial Display Effects
3" Aerial Display Effects
4" Aerial Display Effects
5" Aerial Display Effects
6" Aerial Display Effects
8" Aerial Display Effects
900
75
648
184
132
82
10
Total Effects*
2031
*Fireworks By Santore Inc reserves the right to substitute for any item others of equal
or greater value.
Cost:
$20,000.00
FIREWORKS BY SANTORE, INC.
PO BOX 364 · BUNNELL. FLORIDA 32110 . 904 437 2242. FAX 904 4375015
4th of JULY FIREWORKS DISPLAY CONTRACT
THIS AGREEMENT is made this . ?day of n 1)-)' ,2001 by and
between the CITY OF WINTER SPRINGS, FLORIDA, a Florida Municipal Corporation,
whose address is 1126 East State Road 434, Winter Springs, Florida ("City"), and Stephen C.
Vickers d/b/a ANIMATED PYROTECHNIC CREATIONS, a/k/a A.P.C. Fireworks,
whose address is 308 West Princeton Street, Orlando, FL 32804, ("Contractor").
RECIT ALS:
WHEREAS, the Contractor desires to provide to the City certain services under the
terms and conditions set forth in this Agreement.
IN CONSIDERATION of the mutual covenants and provisions hereof, and other good,
and valuable considerations, the receipt and sufficiency all or which is hereby acknowledged, the
parties desiring to be legally bound do hereby agree as follows:
ARTICLE I
GENERAL PROVISIONS
1.1 Definitions. For purposes of this Agreement, the following terms and words shall
have the meaning ascribed to them, unless the context clearly indicates otherwise.
(a) "Agreement" or "Contract" shall be used interchangeably and shall refer to
this Agreement, as amended from time to time, which shall constitute
authorization for the Contractor to provide the services stated herein to the
City.
(b) "City" is the City of Winter Springs, Florida, a Florida Municipal
Corporation.
( c) "Contractor" shall mean Stephen C. Vickers, ANIMA TED
PYROTECHNIC CREATIONS, A.P.C. Fireworks and any employees,
contractors, or agents thereof.
(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 Record" is as described in Section 119.011 (1), Florida Statutes.
(f) "Services" shall include the performance of the Services outlined in Article
2 of this Agreement.
1.2 Enl!:agement. The City hereby engages the Contractor and the Contractor agrees to
perform the Services outlined in this Agreement for the stated fee arrangement. No prior or
present agreements or representations shall be binding upon any of the parties hereto unless
incorporated in this Agreement.
1.3 Due Dilil!:ence. The Contractor acknowledges that it has investigated prior to
execution of this Agreement and satisfied itself as to the conditions affecting the Services, the
availability of materials and labor, the cost thereof, the requirements to obtain necessary insurance
and coordinate with utilities as set forth herein, 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 abilities to carefully and faithfully complete the Services within the time set forth. The
Contractor will perform its Services with due and reasonable diligence consistent with sound
professional practices.
ARTICLE 2
DESCRIPTION OF SERVICES TO BE PERFORMED
2.1
follows:
Scope of Services. The Services to be performed under this Agreement are as
(a) Contractor agrees to furnish the City an outdoor public exhibition of
pyrotechnics (alk/a fireworks display) in a manner which is traditionally
seen throughout the United States of America on the 4th of July. The
exhibition shall be at Central Winds Park on the lake front on the evening
of July 4, 2001 at 9:00 P.M. The specific areas for staging shall be at
locations designated by the City and reasonably approved by Contractor.
(b) Contractor agrees to furnish a duly qualified and experienced pyrotechnist
and all labor necessary for exhibition of pyrotechnics. The exhibition shall
be a minimum of thirty (30) minutes and shall contain a minimum of 2,500
fireworks shells. The exhibition shall be coordinated with a musical score
which shall be played simultaneously with the exhibition of pyrotechnics.
The score will be suitable for a traditional 4th of July fireworks event.
(c) Contractor agrees to pay all freight, expenses and cartage charges.
(d) Contractor agrees to pay all traveling and other expenses of pyrotechnist
and assistants, which may be necessary for exhibition of pyrotechnics.
(e) Contractor agrees that in the event of rain or inclement weather, a
postponement may be made by the City, at its discretion, to the next clear
night or to a date to be determined by City without additional expenses to
City.
'"
(f) City agrees, at its discretion, to furnish and set up rope lines and other
reasonable crowd control safeguards for the protection of the public and
property.
(g) City agrees, at its discretion, to furnish ample police protection to
Contractor for the protection of its property, and the firing of the exhibition
without interference from the public.
(h) Contractor agrees, at its expense, to procure any and all permits or licenses
which may be required by governmental authorities.
2.2 Professionalism. The Contractor shall do, perform and carry out in a professional
manner all Services required to be performed by this Agreement.
2.3 Submittal of Proeress Reports. Upon request by the City, Contractor shall submit
a written progress report as to the status of all Services set forth in this Agreement. The report
shall in a sufficient manner demonstrate what services were performed under this Agreement. If
the detail is not sufficient in the City Manager's reasonable discretion to permit the City to
determine the Services performed or the manner in which it is being performed, the City may seek
more detail from the Contractor.
2.4 Warranty of Professional Services. The Contractor hereby warrants unto the City
that it has sufficient experience to properly complete the Services specified herein or as may be
performed pursuant to this Agreement. In pursuit of any Services, the Contractor shall supervise
and direct the Services, using its best skill and attention and shall enforce strict discipline and
good order among its employees. The Contractor shall comply with all laws, ordinances, rules,
regulations, and lawful orders of any public authority hearing on the performance of the Services.
The Contractor shall pay all taxes, fees, license fees required by law, including but not limited to
occupational fees and withholding taxes and assume all costs incident to the Services, except as
provided herein.
ARTICLE 3
COMPENSATION, PAYMENT TERMS
3.1 Compensation. For the performance of the Services specified herein, City agrees to
pay Contractor a total amount of $13,000.00, payable as follows:
(a) A deposit of $8,500.00 upon full execution of this Contract and receipt of a
proper written invoice; and
(b) $4,500.00 to be paid upon full completion of the exhibition of pyrotechnics
and within three (3) business days of receipt thereafter of a proper written
invoice. There shall be no other compensation due Contractor for the
Services provided under this Agreement, unless specifically agreed to by
City in writing.
3.2 Invoices and Payment Terms. Contractor shall submit to the City detailed invoices
for all Services performed and reimbursable expenses incurred under this Agreement.
ARTICLE 4
GENERAL CONDITIONS OF SERVICES
4.1 City Inspection. Subject to a right of appeal to the City Commission of the City of
Winter Springs, the City Manager shall have authority to reject Services as not conforming to this
Agreement. Prior to the commencement of the exhibition of the pyrotechnics, the City shall have
the right to inspect the fireworks to determine that the requisite number of shells are available and
ready for public exhibition as required hereunder.
4.2 Services is a Private Undertakin2:. With regard to any and all Services performed
hereunder, it is specifically understood and agreed to by and between the parties hereto that the
contractual relationship between the City and the Contractor is such that the Contractor is an
independent contractor and not an agent of the City. The Contractor is an independent contractor
and not an employee of the City. Nothing in this Agreement shall be interpreted to establish any
relationship other than that of an independent contractor, between the City, on one hand, and the
Contractor, during or after the performance of the Services under this Agreement.
4.3 City's Responsibilities. The City shall cooperate with the Contractor by:
(a) Designating a person with authority to act on the City's behalf on all
matters conceming the Services being provided hereunder;
(b) Arrange for access to public and private property by the Contractor as
necessitated by the Services.
ARTICLE 5
SUBCONTRACTS; ASSIGNMENT
5.1 Assi2:nment and Subcontractin2:. Unless otherwise specifically required by this
Agreement, the Contractor shall not assign, sublet, or transfer any rights or Services under or
interest in (including, but without limitations, moneys that may become due) this Agreement
without the written consent of the City, except to the extent that any assignment, sublet, or
transfer is mandated by law or the effect of this limitation may be restricted by law. Unless
specifically stated to the contrary in any written consent to any assignment, no assignment will
release or discharge the assignor from any duty or responsibility under this Agreement. Further,
the Contractor shall not subcontract any portion or all of the Services without the written consent
of the City. Nothing under this Agreement shall be construed to give any rights or benefits in this
Agreement to anyone other than the City and the Contractor, and all duties and responsibilities
undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the City and
the Contractor and not for the benefit of any other party.
5.2 The City reserves the right to perfonn any Services related to this Agreement.
5.3 Any costs caused by defective or ill-timed Services shall be borne by the party
responsible therefor.
ARTICLE 6
MISCELLANEOUS PROVISIONS
6.1 Governine: Law; Venue. This Contract 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 Services is
Seminole County. Ifany dispute concerning this Contract arises under Federal law, the venue
will be Orlando, Florida.
6.2 Contractor's Representative. The Contractor shall designate an individual to act as
a representative for the Contractor under this Agreement with the authority to transmit
instructions, receive information, and make or interpret the Contractor's decisions. This person
shall be the Contractor's contract administrator. The Contractor may from time to time designate
other individuals or delete individuals with the authority to act for the Contractor under this
Agreement with the authority to transmit instructions, receive information, and make or interpret
the Contractor's decisions. All deletions or designation of individuals to serve as a representative
shall be given by written notice.
6.3 Notices. All projects hereunder, all notices, demands, requests, instructions,
approvals, and claims shall be in writing. All notices of any type hereunder shall be given by
U.S. mail or by hand delivery to an individual authorized to receive mail for the below listed
individuals, all to the following individuals at the following locations:
TO THE CITY:
Mr. Ronald W. McLemore
City Manger
City of Winter Springs
1126 East State Road 434
Winter Springs, FI. 32708-2799
407-327-5957 (Phone)
407-327-6686 (Fax)
TO THE CONTRACTOR:
Mr. Stephen C. Vickers
d/b/a Animated Pyrotechnic Creations
308 West Princeton Street
Orlando, FL 32804
407-849-2828 (phone and fax)
Notice shall be deemed to have been given and received on the date the notice is physically
received if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid,
then notice shall be deemed to have been given upon the date said notice was deposited in the
U.S. Mail addressed in the manner set forth above. Any party hereto by giving notice in the
manner set forth herein may unilaterally change the name of the person to whom notice is to be
given or the address at which notice is to be received.
6.4 Public Record. It is hereby specifically agreed that any record, document,
computerized information and progran1, audio or video tape, pbotograph, 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, document,
computerized information and program, audio or video tape, photograph, or other writing of the
Contractor is subject to the provisions of Chapter 119, Florida Slalule$, 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,
documents, and other papers in connection with this Agreement shall at any and all reasonable
times during the normal working hours of the Contractor be open and freely exhibited to the City
for the purpose of examination and/or audit.
6.5 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 portion of this
Agreement shall be interpreted more harshly against either of the parties as the drafter.
6.6 Amendment of Agreement. Modifications or changes in this Agreement must be in
writing and executed by the parties bound to this Agreement.
6.7 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 Contract, and this Contract shall be read as if said illegal, unenforceable, or unconstitutional
word, sentence, or paragraph did not exist.
6.8 Additional Assurances. The Contractor certifies that:
(a) No principal (which includes officers, directors, or executive) or individual
holding a professional license and performing Services under this
Agreement is presently debarred, suspended, proposed for debarment,
declared ineligible or voluntarily excluded from participation in any
Services required by this Agreement by any Federal, State, or local
governmental commission, department, corporation, subdivision, or
agency;
(b) No principal (which includes officers, directors, or executive), individual
holding a professional license and performing Services under this
Agreement, employee, or agent has employed or otherwise provided
compensation to, any employee or officer of the City; and
(c) No principal (which includes officers, directors, or executive), individual
holding a professional license and performing Services under this
Agreement, employee or agent has willfully offered an employee or officer
of the City any pecuniary or other benefit with the intent to influence the
employee or officer's official action or judgment.
6.9 Attorney's Fees. Should any litigation arise concerning this Agreement between the
parties hereto, the parties agree to bear their own costs and attorney's fees.
6.10 Entire Ae:reement. 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.
6.11 Sovereie:n 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 regarding the City's potential liability under state or federal law.
ARTICLE 7
TIME
7.1 Time of the Essence. The Contractor acknowledges and agrees that time is of the
essence for the completion of the Services to be perforn1ed under this Agreement.
ARTICLE 8
PROTECTION OF PERSONS AND PROPERTY; INSURANCE
8.1 Worker's Compensation. Upon the effective date of this Agreement, Contractor
shall provide proof of worker's compensation insurance in the minimum amount required by law
(if required).
8.2 Professional Liability/Malpractice and General Liability. Upon the effective date
of this Agreement, Contractor shall submit proof of general liability insurance to cover claims for
general liability because of bodily injury or death of any person or property damage arising out of
this Agreement or any Services provided hereunder. The insurance shall have minimum limits of
coverage of $1,000,000.00 per occurrence.
8.3 This paragraph shall be applicable to Sections 8.1 and 8.2 The insurance required by
this Article shall include the liability and coverage provided herein, or as required by law,
whichever requirements afford greater coverage. All of the policies of insurance so required to be
purchased and maintained for the certificates (or other evidence thereot) shall contain a provision
or endorsement that the coverage afforded will not be canceled, materially changed or renewal
refused until at least thirty (30) days' prior written notice has been given to the City and the
Contractor by certified mail, return receipt requested. All such insurance shall remain in effect
until final payment. Unless agreed to by the City to the contrary, the City shall be named on the
foregoing insurance policies as "additional insured." The Contractor shall cause its insurance
carriers to furnish insurance certificates specifying the types and amounts of coverage in effect
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. For all Services performed pursuant to this
Agreement, the Contractor shall continuously maintain such insurance in the amounts, type, and
quality as required by Sections 8.1 and 8.2. In the event Contractor fails to maintain said
insurance, City, at its option, may elect to terminate this Agreement without penalty by written
notice to Contractor.
8.4 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), directly or indirectly arising from the negligent acts, errors, omissions, intentional
or otherwise, arising out of or resulting from Contractor's performance of any Services provided
pursuant to this Agreement.
The indemnification provided above shall obligate the Contractor 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 of 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 by them. 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 paragraph 8.4 shall survive termination of this Agreement.
8.5 Standard of Care. In performing its Services hereunder, the Contractor 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.
ARTICLE 9
TERMINATION OF THE CONTRACT
9.1 Termination Bv City. The City may terminate this Agreement for convenience, at
any time, without penalty, by providing written notice of termination to Contractor. Upon
termination of this Agreement, Contractor shall immediately return the $8,500.00 deposit.
However, to the extent Services have been performed by Contractor, the City shall pay the
Contractor, as full payment for all Services performed and all expenses incurred, the sums that are
actually due and owing to the Contractor for payment of all Services completed to the City's
satisfaction through the termination date, along with reimbursable expenses (if any) as provided
in this Agreement. Any payment due shall be subject to the Contractor supplying the City with
detailed invoices as described in this Agreement. Upon notice of termination, the Contractor shall
cease all Services being provided hereunder unless otherwise directed by City in writing.
9.2 Termination bv Contractor. With at least five (5) days written notice to the City,
Contractor may terminate this Agreement if the City fails to make any payment of compensation
due Contractor under this Agreement.
9.3 Waiver. Failure of the City to insist upon performance within any time period or
upon a proper level or quality of performance shall not act as a waiver of the City's right to later
claim a failure to perform on the part of the Contractor.
ARTICLE 10
TERM OF AGREEMENT
10.1 Term. The term of this Agreement shall commence upon full execution of this
Agreement by the parties and end at such time Contractor has fully performed all the Services
required by this Agreement to the complete satisfaction of the City.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed'-by
their duly authorized representatives as of the date first written above.
[Signatures and Witnesses next page.]
9
:.
Witnesses:
CITY:
CITY OF WINTER SPRL\TGS, FLOP)])1\.
Print Name: ..Jc..h\c..~ r~ \.\Cl.~'''"\l
~~~ W'vb~'I--'.'l-l~)
Print Name:
Witnesses:
Print Name: c..t-tvc~ rJU}
(~h ~ I Ro bcrl:5
Print Na e:
/l
By: _ l: t/11lt~ It/. 7![-;;jp .____
Ronald W. McLemore
Title: City l\/}anClge'C
Dated:
CONTRACTOR:
Stephen C. Vickers
d/b/a ANIMATED PYROTECHNIC CREATIONS
a/k/a A.P.C. Fireworks
("'.
-.:.~~ r[lr C \ I ~! -^ ^ .
By: '~~~lQIi\_) '\.h uJ..:unf)
Stephen C. Vickers
Title: OU.Jl!,Q ~_
Dated: 5- Ii.l--Di
F:\DOCS\City of Winter Springs\Agrccments\4th of July Fireworks Display Contract 200l.kj
10
1 .
4th of JULY FIREWORKS DISPLAY CONTRACT
THIS AGREEMENT is made this , ?day of n 1}-'j ,2001 by and
between the CITY OF WINTER SPRINGS, FLORIDA, a Florida Municipal Corporation,
whose address is 1126 East State Road 434, Winter Springs, Florida ("City"), and Stephen C.
Vickers d/b/a ANIMATED PYROTECHNIC CREATIONS, a/kla A.P.C. Fireworks,
whose address is 308 West Princeton Street, Orlando, FL 32804, ("Contractor").
RECITALS:
WHEREAS, the Contractor desires to provide to the City certain services under the
terms and conditions set forth in this Agreement.
IN CONSIDERATION of the mutual covenants and provisions hereof, and other good,
and valuable considerations, the receipt and sufficiency all or which is hereby acknowledged, the
parties desiring to be legally bound do hereby agree as follows:
ARTICLE I
GENERAL PROVISIONS
1.1 Definitions. For purposes of this Agreement, the following terms and words shall
have the meaning ascribed to them, unless the context clearly indicates otherwise.
(a) "Agreement" or "Contract" shall be used interchangeably and shall refer to
this Agreement, as amended from time to time, which shall constitute
authorization for the Contractor to provide the services stated herein to the
City.
(b) "City" is the City of Winter Springs, Florida, a Florida Municipal
Corporation.
( c) "Contractor" shall mean Stephen C. Vickers, ANIMATED
PYROTECHNIC CREATIONS, A.P.C. Fireworks and any employees,
contractors, or agents thereof.
(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 Record" is as described in Section 119.011(1), Florida Statutes.
(f) "Services" shall include the performance of the Services outlined in Article
2 of this Agreement.
1.2 Ene:ae:ement. The City hereby engages the Contractor and the Contractor agrees to
perform the Services outlined in this Agreement for the stated fee arrangement. No prior or
present agreements or representations shall be binding upon any of the parties hereto unless
incorporated in this Agreement.
1.3 Due Dilie:ence. The Contractor acknowledges that it has investigated prior to
execution of this Agreement and satisfied itself as to the conditions affecting the Services, the
availability of materials and labor, the cost thereof, the requirements to obtain necessary insurance
and coordinate with utilities as set forth herein, 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 abilities to carefully and faithfully complete the Services within the time set forth. The
Contractor will perform its Services with due and reasonable diligence consistent with sound
professional practices.
ARTICLE 2
DESCRIPTION OF SERVICES TO BE PERFORMED
2.1
follows:
Scope of Services. The Services to be performed under this Agreement are as
(a) Contractor agrees to furnish the City an outdoor public exhibition of
pyrotechnics (alk/a fireworks display) in a manner which is traditionally
seen throughout the United States of America on the 4lh of July. The
exhibition shall be at Central Winds Park on the lake front on the evening
of July 4, 2001 at 9:00 P.M. The specific areas for staging shall be at
locations designated by the City and reasonably approved by Contractor.
(b) Contractor agrees to furnish a duly qualified and experienced pyrotechnist
and all labor necessary for exhibition of pyrotechnics. The exhibition shall
be a minimum of thirty (30) minutes and shall contain a minimum of 2,500
fireworks shells. The exhibition shall be coordinated with a musical score
which shall be played simultaneously with the exhibition of pyrotechnics.
The score will be suitable for a traditional 4th of July fireworks event.
(e) Contractor agrees to pay all freight, expenses and cartage charges.
(d) Contractor agrees to pay all traveling and other expenses of pyrotechnist
and assistants, which may be necessary for exhibition of pyrotechnics.
(e) Contractor agrees that in the event ofrain or inclement weather, a
postponement may be made by the City, at its discretion, to the next clear
night or to a date to be determined by City without additional expenses to
City.
2
(f) City agrees, at its discretion, to furnish and set up rope lines and other
reasonable crowd control safeguards for the protection of the public and
property.
(g) City agrees, at its discretion, to furnish ample police protection to
Contractor for the protection of its property, and the firing of the exhibition
without interference from the public.
(h) Contractor agrees, at its expense, to procure any and all permits or licenses
which may be required by governmental authorities.
2.2 Professionalism. The Contractor shall do, perform and carry out in a professional
manner all Services required to be performed by this Agreement.
2.3 Submittal of Proe;ress Reports. Upon request by the City, Contractor shall submit
a written progress report as to the status of all Services set forth in this Agreement. The report
shall in a sufficient manner demonstrate what services were performed under this Agreement. If
the detail is not sufficient in the City Manager's reasonable discretion to permit the City to
determine the Services performed or the manner in which it is being performed, the City may seek
more detail from the Contractor.
2.4 Warranty of Professional Services. The Contractor hereby warrants unto the City
that it has sufficient experience to properly complete the Services specified herein or as may be
performed pursuant to this Agreement. In pursuit of any Services, the Contractor shall supervise
and direct the Services, using its best skill and attention and shall enforce strict discipline and
good order among its employees. The Contractor shall comply with all laws, ordinances, rules,
regulations, and lawful orders of any public authority hearing on the performance of the Services.
The Contractor shall pay all taxes, fees, license fees required by law, including but not limited to
occupational fees and withholding taxes and assume all costs incident to the Services, except as
provided herein.
ARTICLE 3
COMPENSATION. PAYMENT TERMS
3.1 Compensation. For the performance of the Services specified herein, City agrees to
pay Contractor a total amount of $13,000.00, payable as follows:
(a) A deposit of $8,500.00 upon full execution of this Contract and receipt of a
proper written invoice; and
3
(b) $4,500.00 to be paid upon full completion of the exhibition of pyrotechnics
and within three (3) business days of receipt thereafter of a proper written
invoice. There shall be no other compensation due Contractor for the
Services provided under this Agreement, unless specifically agreed to by
City in writing.
3.2 Invoices and Payment Terms. Contractor shall submit to the City detailed invoices
for all Services performed and reimbursable expenses incurred under this Agreement.
ARTICLE 4
GENERAL CONDITIONS OF SERVICES
4.1 City Inspection. Subject to a right of appeal to the City Commission of the City of
Winter Springs, the City Manager shall have authority to reject Services as not conforming to this
Agreement. Prior to the commencement of the exhibition of the pyrotechnics, the City shall have
the right to inspect the fireworks to determine that the requisite number of shells are available and
ready for public exhibition as required hereunder.
4.2 Services is a Private Undertakine:. With regard to any and all Services performed
hereunder, it is specifically understood and agreed to by and between the parties hereto that the
contractual relationship between the City and the Contractor is such that the Contractor is an
independent contractor and not an agent of the City. The Contractor is an independent contractor
and not an employee of the City. Nothing in this Agreement shall be interpreted to establish any
relationship other than that of an independent contractor, between the City, on one hand, and the
Contractor, during or after the performance of the Services under this Agreement.
4.3 City's Responsibilities. The City shall cooperate with the Contractor by:
(a) Designating a person with authority to act on the City's behalf on all'
matters concerning the Services being provided hereunder;
(b) Arrange for access to public and private property by the Contractor as
necessitated by the Services.
ARTICLE 5
SUBCONTRACTS; ASSIGNMENT
5.1 Assie:nment and Subcontractine:. Unless otherwise specifically required by this
Agreement, the Contractor shall not assign, sublet, or transfer any rights or Services under or
interest in (including, but without limitations, moneys that may become due) this Agreement
without the written consent of the City, except to the extent that any assignment, sublet, or
transfer is mandated by law or the effect of this limitation may be restricted by law. Unless
specifically stated to the contrary in any written consent to any assignment, no assignment will
4
release or discharge the assignor from any duty or responsibility under this Agreement. Further,
the Contractor shall not subcontract any portion or all of the Services without the written consent
of the City. Nothing under this Agreement shall be construed to give any rights or benefits in this
Agreement to anyone other than the City and the Contractor, and all duties and responsibilities
undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the City and
the Contractor and not for the benefit of any other party.
5.2 The City reserves the right to perform any Services related to this Agreement.
5.3 Any costs caused by defective or ill-timed Services shall be borne by the party
responsible therefor.
ARTICLE 6
MISCELLANEOUS PROVISIONS
6.1 Governine: Law; Venue. This Contract 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 Services is
Seminole County. If any dispute concerning this Contract arises under Federal law, the venue
will be Orlando, Florida.
6.2 Contractor's Representative. The Contractor shall designate an individual to act as
a representative for the Contractor under this Agreement with the authority to transmit
instructions, receive information, and make or interpret the Contractor's decisions. This person
shall be the Contractor's contract administrator. The Contractor may from time to time designate
other individuals or delete individuals with the authority to act for the Contractor under this
Agreement with the authority to transmit instructions, receive information, and make or interpret
the Contractor's decisions. All deletions or designation of individuals to serve as a representative
shall be given by written notice.
6.3 Notices. All projects hereunder, all notices, demands, requests, instructions,
approvals, and claims shall be in writing. All notices of any type hereunder shall be given by
U.S. mail or by hand delivery to an individual authorized to receive mail for the below listed
individuals, all to the following individuals at the following locations:
TO THE CITY:
Mr. Ronald W. McLemore
City Manger
City of Winter Springs
1126 East State Road 434
Winter Springs, Fl. 32708-2799
407-327-5957 (Phone)
407-327-6686 (Fax)
5
TO THE CONTRACTOR:
Mr. Stephen C. Vickers
d/b/a Animated Pyrotechnic Creations
308 West Princeton Street
Orlando, FL 32804
407-849-2828 (phone and fax)
Notice shall be deemed to have been given and received on the date the notice is physically
received if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid,
then notice shall be deemed to have been given upon the date said notice was deposited in the
U.S. Mail addressed in the manner set forth above. Any party hereto by giving notice in the
manner set forth herein may unilaterally change the name of the person to whom notice is to be
given or the address at which notice is to be received.
6.4 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
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, document,
computerized information and program, audio or video tape, photograph, or other writing of the
Contractor is subject to the provisions of Chapter 119, Florida Statute~, 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,
documents, and other papers in connection.with this Agreement shall at any and all reasonable
times during the normal working hours of the Contractor be open and freely exhibited to the City
for the purpose of examination and/or audit.
6.5 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 portion of this
Agreement shall be interpreted more harshly against either of the parties as the drafter.
6.6 Amendment of Ae:reement. Modifications or changes in this Agreement must be in
writing and executed by the parties bound to this Agreement.
6.7 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 Contract, and this Contract shall be read as if said illegal, unenforceable, or unconstitutional
word, sentence, or paragraph did not exist.
6.8 Additional Assurances. The Contractor certifies that:
(a) No principal (which includes officers, directors, or executive) or individual
holding a professional license and performing Services under this
Agreement is presently debarred, suspended, proposed for debarment,
6
declared ineligible or voluntarily excluded from participation in any
Services required by this Agreement by any Federal, State, or local
governmental commission, department, corporation, subdivision, or
agency;
(b) No principal (which includes officers, directors, or executive), individual
holding a professional license and performing Services under this
Agreement, employee, or agent has employed or otherwise provided
compensation to, any employee or officer of the City; and
(c) No principal (which includes officers, directors, or executive), individual
holding a professional license and performing Services under this
Agreement, employee or agent has willfully offered an employee or officer
of the City any pecuniary or other benefit with the intent to influence the
employee or officer's official action or judgment.
6.9 Attornev's Fees. Should any litigation arise concerning this Agreement between the
parties hereto, the parties agree to bear their own costs and attorney's fees.
6.10 Entire Ae:reement. 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.
6.11 Sovereie:n 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 regarding the City's potential liability under state or federal law.
ARTICLE 7
TIME
7.1 Time of the Essence. The Contractor acknowledges and agrees that time is of the
essence for the completion of the Services to be performed under this Agreement.
ARTICLE 8
PROTECTION OF PERSONS AND PROPERTY: INSURANCE
8.1 Worker's Compensation. Upon the effective date of this Agreement, Contractor
shall provide proof of worker's compensation insurance in the minimum amount required by law
(if required).
8.2 Professional LiabilitvlMalpractice and General Liabilitv. Upon the effective date
of this Agreement, Contractor shall submit proof of general liability insurance to cover claims for
general liability because of bodily injury or death of any person or property damage arising out of
7
this Agreement or any Services provided hereunder. The insurance shall have minimum limits of
coverage of $1 ,000,000.00 per occurrence.
8.3 This paragraph shall be applicable to Sections 8.1 and 8.2 The insurance required by
this Article shall Include the liability and coverage provided herein, or as required by law,
whichever requirements afford greater coverage. All of the policies of insurance so required to be
purchased and maintained for the certificates (or other evidence thereof) shall contain a provision
or endorsement that the coverage afforded will not be canceled, materially changed or renewal
refused until at least thirty (30) days' prior written notice has been given to the City and the
Contractor by certified mail, return receipt requested. All such insurance shall remain in effect
until final payment. Unless agreed to by the City to the contrary, the City shall be named on the
foregoing insurance policies as "additional insured." The Contractor shall cause its insurance
carriers to furnish insurance certificates specifying the types and amounts of coverage in effect
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. For all Services performed pursuant to this
Agreement, the Contractor shall continuously maintain such insurance in the amounts, type, and
quality as required by Sections 8.1 and 8.2. In the event Contractor fails to maintain said
insurance, City, at its option, may elect to terminate this Agreement without penalty by written
notice to Contractor.
8.4 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), directly or indirectly arising from the negligent acts, errors, omissions, intentional
or otherwise, arising out. of or resulting from Contractor's performance of any Services provided
pursuant to this Agreement.
The indemnification provided above shall obligate the Contractor 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 of 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 by them. 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 paragraph 8.4 shall survive termination of this Agreement.
8.S Standard of Care. In performing its Services hereunder, the Contractor 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.
ARTICLE 9
TERMINATION OF THE CONTRACT
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9.1 Termination Bv City. The City may terminate this Agreement for convenience, at
any time, without penalty, by providing written notice of termination to Contractor. Upon
termination of this Agreement, Contractor shall immediately return the $8,500.00 deposit.
However, to the extent Services have been performed by Contractor, the City shall pay the
Contractor, as full payment for all Services performed and all expenses incurred, the sums that are
actually due and owing to the Contractor for payment of all Services completed to the City's
satisfaction through the termination date, along with reimbursable expenses (if any) as provided
in this Agreement. Any payment due shall be subject to the Contractor supplying the City with
detailed invoices as described in this Agreement. Upon notice of termination, the Contractor shall
cease all Services being provided hereunder unless otherwise directed by City in writing.
9.2 Termination bv Contractor. With at least five (5) days written notice to the City,
Contractor may terminate this Agreement if the City fails to make any payment of compensation
due Contractor under this Agreement.
9.3 Waiver. Failure of the City to insist upon performance within any time period or
upon a proper level or quality of performance shall not act as a waiver of the City's right to later
claim a failure to perform on the part of the Contractor.
ARTICLE 10
TERM OF AGREEMENT
10.1 Term. The term of this Agreement shall commence upon full execution of this
Agreement by the parties and end at such time Contractor has fully performed all the Services
required by this Agreement to the complete satisfaction of the City.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.
[Signatures and Witnesses next page.]
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CITY: -'>.~~ :'';.~..' i.,] ,
CITY OF WINTER~P~~~GS, FLO~~1>A
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Print Name: ....)c..",\c..c.... \c:. \\~~'''\) f)' .~ ';'~ .... \'t:": /.
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By: J Ithu?'L Iv. ?2[~:~P t____
~~~ ~.~~.. ~.~~S; Ronald V( ~~~~~i1lfi5e:~J~'~~>,='~t 5-#
Print Name: , u_... . ," ". ..,.
Title: CitY'~\l!aN:ag,er;r~~ ~~ ~-
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Witnesses:
Dated:
CONTRACTOR:
Stephen C. Vickers
d/b/a ANIMATED PYROTECHNIC CREATIONS
a/kla A.P.C. Fireworks
Witnesses:
Print Name: c.Hv G ~ 1'0 U}
~h~ I Robdt-5
Print Na e:
r:
By: ~iq:JrlQSl\_1 C \1\ d~J)I)
Stephen C. Vickers
Title: UUJf'L2 fl__
Dated: 5- lL.l-'ui
F:\DOCS\City of Winter Springs\Agreements\4th of July Fireworks Display Contracl200l.kj
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