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HomeMy WebLinkAboutRotary Club of Winter Springs, Inc. Veterans Memorial Agreement -2005 04 25 VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND THE WINTER SPRINGS ROTARY CLUB 11-- LJ _ r THIS AGREEMENT is made this,J.f day of 11t"/'t., L ,2005 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 the ROTARY CLUB OF WINTER SPRINGS, INC., a Nonprofit Organization, whose address is Post Office Box 295235, Winter Springs, Florida ("Rotary"). WHEREAS, the Rotary has been asked by its National Headquarters to adopt a community project for its 2004 Centennial Year Celebration of the founding of the Rotary Club; and WHEREAS, the City and the Rotary believe that the addition of a Veterans Memorial within the Town Center would honor and commemorate those individuals who have dutifully served the United States of America in the armed forces; and WHEREAS, the City and the Rotary wish to enter into a cooperative working agreement for the design, permitting, and construction of a Veterans Memorial within the City of Winter Springs; and WHEREAS, on January 24, 2005, the Rotary presented a concept plan to the City Commission for the construction of a Veterans Memorial to be located in the median of Blumberg Boulevard within the Town Center of the City of Winter Springs; and WHEREAS, the City Commission preliminarily approved such concept plan for the Veterans Memorial and authorized a formal partnership agreement be established between the City and Rotary; and 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 Definitions. Unless the context clearly indicates otherwise, the following words and phrases shall have the meaning hereafter ascribed below: VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 1 of 8 2.1 "Agreement" shall mean this Agreement between the City and the Rotary regarding the special services stated herein. 2.2 "City Manager" shall mean the City Manager of Winter Springs, Florida, or his designee. 2.3 "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. 2.4 "Public Records" is as described in Section 119.011(1), Florida Statutes. 2.5 "City" shall mean the City of Winter Springs, a Florida Municipal Corporation and its employees, agents, and contractors. 2.6 "Rotary" shall mean the Rotary Club of Winter Springs, Inc.; a Nonprofit Organization and its members, volunteers, and contractors. 2.7 "Veterans Memorial" shall mean the Veterans Memorial to be constructed in the median of Blumberg Boulevard within the Town Center ofthe City of Winter Springs, as presented to and approved by the City Commission. The Veterans Memorial shall be in substantial conformance to the concept plan approved by the City Commission on January 24, 2005, which is attached hereto as "Exhibit A" and fully incorporated herein by this reference. 3.0 Veterans Memorial. Upon execution of this Agreement, the City and the Rotary will immediately commence a cooperative working relationship for the common purpose of completing the design, permitting and construction of a Veterans Memorial to be located in the median of Blumberg Boulevard within the Town Center of the City of Winter Springs. The completion of the Veterans Memorial shall occur as soon as is feasible, but not later than two (2) years from the effective date of this Agreement, unless the parties mutually agree to extend the deadline. 4.0 Joint Obligations of the City and the Rotary. The City and the Rotary agree that the Veterans Memorial shall incorporate a hard stone (e.g. granite) feature on which the names of past and current residents of Winter Springs that served in the armed forces of the United States shall be engraved. The City and the Rotary will jointly create standard operating procedures regarding the determination of which individual names will be included on the Veterans Memorial. Upon execution of this Agreement, the City Manager will work with the Rotary in order to draft written eligibility requirements for those names placed on the Veterans Memorial. Once the eligibility requirements are drafted, the draft shall be submitted to the City Commission for final VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 2 of 8 approval by resolution. The eligibility requirements shall become effective upon adoption by the City Commission. 5.0 City's Obli2;ations. 5.1 The City and the Rotary acknowledge that the median of Blumberg Boulevard is owned by the State of Florida as part ofthe Cross Seminole Trails System. The City shall obtain authorization from the State of Florida allowing for the construction of the Veterans Memorial in the median of Blumberg Boulevard. 5.2 The City shall contribute fifty percent (50%) of the cost of constructing the Veterans Memorial, not to exceed $50,000.00. 5.3 The City shall waive any permit fees imposed by the City for the permitting and construction of the Veterans Memorial. 5.4 Upon completion ofthe Veterans Memorial, the City shall be responsible for the perpetual maintenance and upkeep of the Veterans Memorial. 5.5 At the direction of the City Commission, the City Manager or his designee shall serve as the City's representative under this Agreement and shall have the authority to transmit instructions, receive information, and make or interpret the City's decisions. 6.0 Rotary's Obli2;ations. 6.1 The Rotary shall design, permit and construct the Veterans Memorial within the median of Blumberg Boulevard in accordance with the terms and conditions set forth in paragraph 7.0. 6.2 The Rotary shall comply with all design, permIttmg and construction requirements pursuant to the City of Winter Springs City Code. 6.3 The Rotary shall pay all design and permitting costs and the remainder of the cost of constructing the Veterans Memorial that is not paid for by the City pursuant to paragraph 5.2. 6.4 Upon completion of construction of the Veterans Memorial and acceptance by the City, the Rotary shall provide a bill of sale to the City for the Veterans Memorial improvements and an assignment of any warranties issued for constructing said improvements. VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 3 of 8 6.5 The Rotary shall designate an individual to act as a representative for the Rotary under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Rotary's decisions. This person shall be the Rotary's contract administrator. 6.6 The Rotary shall keep the property upon which the Veterans Memorial is located and any other real property used for the construction of the Veterans Memorial free and clear of all liens and encumbrances including, but not limited to, mechanics liens. Should any such lien or encumbrance be filed against any real property for which the Rotary is responsible, the Rotary shall, at its expense, take all reasonable and necessary steps to remove or release said lien or encumbrance. If the Rotary fails to take such action, the City may do so and the Rotary agrees to indemnify and hold harmless the City from any costs, and expenses, including reasonable attorneys fees, incurred by the City to remove or release the lien or encumbrance. 6.7 Upon completion of the Veterans Memorial, and as mutually agreed to, the Rotary agrees to continue to cooperate and provide pro bono services to the City for purposes of promoting and maintaining the Veterans Memorial including, but not limited to, participating in: (I) Ceremonies to recognize Veterans at the Veterans Memorial; (2) Community sponsored programs to enhance and preserve the Veterans Memorial; and (3) Other events or projects mutually agreed to by the City and the Rotary. 7.0 Desi2n, Permit and Construction Procedures. The Rotary shall be exclusively responsible for the specific terms and conditions of all design, permit, and construction contracts. However, the Rotary agrees that all design, permit, and construction plans and specifications for the Veterans Memorial shall be subject to the City's prior approval. The Rotary also agrees that all expenditures for the design, permit and construction of the Veterans Memorial shall be subject to an informal competitive bid process under which the Rotary shall obtain three (3) written quotes or bids. Each quote or bid shall be submitted to the City for review and approval prior to the Rotary entering into any contract for the design, permit and construction of the Veterans Memorial. Competitive bids shall not be required for donated services, labor, and materials. However, any such donation shall be subject to the City's prior approval. The Rotary further agrees to provide the City with copies or originals of all plans and specifications, invoices, warranties, bonds, documentation, VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 4 of 8 receipts, and correspondences related to the design, permit and construction of the Veterans Memorial. 8.0 General Provisions. 8.1 Engagement. The City and Rotary hereby agree to fulfill their respective obligations outlined in this Agreement. No prior or present agreements or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement. 8.2 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 Manager City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708-2799 (407) 327-5957 (Phone) (407) 327-6686 (Fax) w/copy to: Anthony A. Garganese City Attorney Brown, Garganese, Weiss & D' Agresta, P.A. 225 E. Robinson Street, Suite 660 Post Office Box 2873 Orlando, FL 32802-2873 (407) 425-9566 (Phone) (407) 425-9596 (Fax) VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 5 of 8 TO THE ROTARY: Rotary Club of Winter Springs, Inc. Post Office Box 295235 Winter Springs, FL 32719 (407) 365-6611 (Phone) Each party may change the aforementioned notice information by providing written notice to the other party. 8.3 No Assignment. This Agreement shall not be assigned or transferred. 8.4 Further Assurances. From and after the execution of this Agreement, each of the parties hereto shall fully cooperate with each other and perform any further act{ s) and execute and deliver any further documents which may be necessary or desirable in order to carry out the purposes and intentions of this Agreement. 8.5 Legal Representation. The parties acknowledge that Anthony A. Garganese, Esquire, and Brown, Garganese, Weiss & D' Agresta, P.A., and other attorneys therein, have acted as counsel for the City in connection with this Agreement and the transactions contemplated herein, and has not given legal advice to any party hereto other than the City. 8.6 Severability. If any provision of this Agreement is held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless remain in full force and effect, unless the absence ofthe invalid, void, or unenforceable provision or provisions causes this Agreement to fail in its essential purposes. 8.7 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial of courts located in Seminole County, Florida, and any objections as to jurisdiction or venue in such courts being expressly waived. 8.8 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto, each party agrees to bear its own costs and expenses of such action including, but not limited to, reasonable attorneys' fees, whether at settlement, trial, post judgment, or on appeal. VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 6 of 8 8.9 Non-Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 8.10 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 Rotary 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 Rotary. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Rotary is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval ofthe City. Upon request by the City, the Rotary 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 servicing hour of the Rotary be open and freely exhibited to the City for the purpose of examination and/or audit. 8.11 Interpretation. Both the City and the Rotary have participated in the drafting of all parts ofthis Agreement. As a result, it is the intent of the parties that no portion ofthis Agreement shall be interpreted more harshly against either of the parties as the drafter. 8.12 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.B_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. 8.14 Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. This Agreement is intended to benefit only the Rotary and the City. 9.0 Liability: Indemnification and Hold Harmless. Each party shall be responsible for their own acts and omissions and the acts and omissions of their employees and contractors. In addition, each party agrees to the fullest extent permitted by law, to indemnify and hold harmless the other party and its employees, officers, and attorneys, from and against all claims, losses, damages, personal injuries (including but not limited to death), or liability (induding reasonable attorney's fees through any and all administrative, trial, post VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 7 of 8 judgement and appellate proceedings), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from their performance under this Agreement. 10.0 Termination. Neither the City nor the Rotary shall terminate this Agreement without the expressed written consent of the other. However, each specific obligation of each party shall terminate upon the completion of any said obligation to the satisfaction of the other party, IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above, CITY OF WINTER SPRINGS, FLORIDA: ROTARY CLUB OF WINTER SPRINGS, INC. By: ~-~.~._~ ,J ".- RO"rl'McLemore, City Manager By: Name 'Ie: \.VN,;:" ~~~L . ~ ~~"Tftl.L- VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROT ARY CLUB Page 8 of 8 VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND THE WINTER SPRINGS ROTARY CLUB n THIS AGREEMENT 1s made this, 9 day of li e n ( 2005 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 the ROTARY CLUB OF WINTER SPRINGS, INC., a Nonprofit Organization, whose address is Post Office Box 295235, Winter Springs, Florida ("Rotary"). WHEREAS, the Rotary has been asked by its National Headquarters to adopt a community project for its 2004 Centennial Year Celebration of the founding of the Rotary Club; and WHEREAS, the City and the Rotary believe that the addition of a Veterans Memorial within the Town Center would honor and commemorate those individuals who have dutifully served the United States of America in the armed forces; and WHEREAS, the City and the Rotary wish to enter into a cooperative working agreement for the design, permitting, and construction of a Veterans Memorial within the City of Winter Springs; and WHEREAS, on January 24, 2005, the Rotary presented a concept plan to the City Commission for the construction of a Veterans Memorial to be located in the median of Blumberg Boulevard within the Town Center of the City of Winter Springs; and WHEREAS, the City Commission preliminarily approved such concept plan for the Veterans Memorial and authorized a formal partnership agreement be established between the City and Rotary; and 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 Definitions Unless the context clearly indicates otherwise, the following words and phrases shall have the meaning hereafter ascribed below: VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 1 of S 2.1 "Agreement" shall mean this Agreement between the City and the Rotary regarding the special services stated herein. 2.2 "City Manager" shall mean the City Manager of Winter Springs, Florida, or his designee. 2.3 "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. 2.4 "Public Records" is as described in Section 119.011 (1), Florida Statutes. 2.5 "City" shall mean the City of Winter Springs, a Florida Municipal Corporation and its employees, agents, and contractors. 2.6 "Rotary" shall mean the Rotary Club of Winter Springs, Inc.; a Nonprofit Organization and its members, volunteers, and contractors. 2.7 "Veterans Memorial" shall mean the Veterans Memorial to be constructed in the median of Blumberg Boulevard within the Town Center of the City of Winter Springs, as presented to and approved by the City Commission. The Veterans Memorial shall be in substantial conformance to the concept plan approved by the City Commission on January 24 2005, which is attached hereto as "Exhibit A" and fully incorporated herein by this reference. 3.0 Veterans Memorial Upon execution of this Agreement, the City and the Rotary will immediately commence a cooperative working relationship for the common purpose of completing the design, permitting and construction of a Veterans Memorial to be located in the median of Blumberg Boulevard Within the Town Center of the City of Winter Springs. The completion of the Veterans Memorial shall occur as soon as is feasible, but not later than two (2) years from the effective date of this Agreement, unless the parties mutually agree to extend the deadline. 4.0 Joint obligations of the City and the R The City and the Rotary agree that the Veterans Memorial shall incorporate a hard stone (e.g. granite) feature on which the names of past and current residents of Winter Springs that served in the armed forces of the United States shall be engraved. The City and the Rotary will jointly create standard operating procedures regarding the determination of which individual names will be included on the Veterans Memorial. Upon execution of this Agreement, the City Manager Will work with the Rotary in order to draft written eligibility requirements for those names placed on the Veterans Memorial. once the eligibility requirements are drafted, the draft shall be submitted to the City Commission for final VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 2 of 8 approval by resolution. The eligibility requirements shall become effective upon adoption by the City Commission. 5.0 Ci 's obli ations. 5.1 The City and the Rotary acknowledge that the median of Blumberg Boulevard is owned by the State of Florida as part of the Cross Seminole Trails System. The City shall obtain authorization from the State of Florida allowing for the construction of the Veterans Memorial in the median of Blumberg Boulevard. 5.2 The City shall contribute fifty percent (50 %) of the cost of constructing the Veterans Memorial, not to exceed $50,000.00. 5.3 The City shall waive any permit fees imposed by the City for the permitting and construction of the Veterans Memorial. 5.4 Upon completion of the Veterans Memorial, the City shall be responsible for the perpetual maintenance and upkeep of the Veterans Memorial. 5.5 At the direction of the City Commission, the City Manager or his designee shall serve as the City's representative under this Agreement and shall have the authority to transmit instructions, receive information, and make or interpret the City's decisions. 6.0 Rotarv's Ublii!ations. 5.1 The Rotary shall design, permit and construct the Veterans Memorial within the median of Blumberg Boulevard in accordance with the terms and conditions set forth in paragraph 7.0. 6.2 The Rotary shall comply with all design, permitting and construction requirements pursuant to the City of Winter Springs City Code. 6.3 The Rotary shall pay all design and permitting costs and the remainder of the cost of constructing the Veterans Memorial that is not paid for by the City pursuant to paragraph 5.2. 6.4 Upon completion of construction of the Veterans Memorial and acceptance by the City, the Rotary shall provide a bill of sale to the City for the Veterans Memorial improvements and an assignment of any warranties issued for constructing said improvements. VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 3 of 8 6.5 The Rotary shall designate an individual to act as a representative for the Rotary under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Rotary's decisions. This person shall be the Rotary's contract administrator. 6.6 The Rotary shall keep the property upon which the Veterans Memorial is located and any other real property used for the construction of the Veterans Memorial free and clear of all liens and encumbrances including, but not limited to, mechanics liens. Should any such lien or encumbrance be filed against any real property for which the Rotary is responsible, the Rotary shall, at its expense, take all reasonable and necessary steps to remove or release said lien or encumbrance. If the Rotary fails to take such action, the City may do so and the Rotary agrees to indemnify and hold harmless the City from any costs, and expenses, including reasonable attorneys fees, incurred by the City to remove or release the lien or encumbrance. 6.7 Upon completion of the Veterans Memorial, and as mutually agreed to, the Rotary agrees to continue to cooperate and provide pro bono services to the City for purposes of promoting and maintaining the Veterans Memorial including, but not limited to, participating in: (1) Ceremonies to recognize Veterans at the Veterans Memorial; (2) Community sponsored programs to enhance and preserve the Veterans Memorial; and (3) Other events or projects mutually agreed to by the City and the Rotary. 7.0 Design, Permit and Construction Procedures, The Rotary shall be exclusively responsible for the specific terms and conditions of all design, permit, and construction contracts. However, the Rotary agrees that all design, permit, and construction plans and specifications for the Veterans Memorial shall be subject to the City's prior approval. The Rotary also agrees that all expenditures for the design, permit and construction of the Veterans Memorial shall be subject to an informal competitive bid process under which the Rotary shall obtain three (3) written quotes or bids. Each quote or bid shall be submitted to the City for review and approval prior to the Rotary entering into any contract for the design, permit and construction of the Veterans Memorial. Competitive bids shall not be required for donated services, labor, and materials. However, any such donation shall be subject to the City's prior approval. The Rotary further agrees to provide the City with copies or originals of all plans and specifications, invoices, warranties, bonds, documentation, VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 4 of 8 receipts, and correspondences related to the design, permit and construction of the Veterans Memorial. 8.4 General Provisions 8.1 Engagement. The City and Rotary hereby agree to fulfill their respective obligations outlined in this Agreement. No prior or present agreements or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement. 8.2 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 Manager City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 -2799 (407) 327 -5957 (Phone) (407) 327 -6686 (Fax) w /copy to Anthony A. Garganese City Attorney Brown, Garganese, Weiss & D'Agresta, P.A. 225 E. Robinson Street, Suite 660 Post Office Box 2873 Orlando, FL 32802 -2873 (407) 425 -9566 (Phone) (407) 425 -9596 (Fax) VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 5of8 TO THE ROTARY: Rotary Club of Winter Springs, Inc. Post office Box 295235 Winter Springs, FL 32719 (407) 365-6611 (Phone) Each party may change the aforementioned notice information by providing written notice to the other party. 8.3 No Assignment. This Agreement shall not be assigned or transferred. 8.4 Further Assurances. From and after the execution of this Agreement, each of the parties hereto shall fully cooperate with each other and perform any further act(s) and execute and deliver any further documents which may be necessary or desirable in order to carry out the purposes and intentions of this Agreement. 8.5 Legal Representation. The parties acknowledge that Anthony A. Garganese, Esquire, and Brown, Oarganese, Weiss & D'Agresta, P.A., and other attorneys therein, have acted as counsel for the City in connection with this Agreement and the transactions contemplated herein, and has not given legal advice to any party hereto other than the City. 8.6 Severability. If any provision of this Agreement is held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless remain in full force and effect, unless the absence of the invalid, void, or unenforceable provision or provisions causes this Agreement to fail in its essential purposes. 8.7 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial of courts located in Seminole County, Florida, and any objections as to jurisdiction or venue in such courts being expressly waived. 8.8 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto, each party agrees to bear its own costs and expenses of such action including, but not limited to, reasonable attorneys' fees, whether at settlement, trial, post judgment, or on appeal. VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 6 of 8 5.9 Non - Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 8.10 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 Rotary 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 Rotary. Said record, document, computerized information and program., audio or video tape, photograph, or other writing of the Rotary 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 Rotary 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 servicing hour of the Rotary be open and freely exhibited to the City for the purpose of examination and/or audit. 5.11 Interpretation. Both the City and the Rotary 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. 5.12 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. 8.13 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. 5.14 Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. This Agreement is intended to benefit only the Rotary and the City. 9.0 Liability; Indemnification and Hold Harmless Each party shall be responsible for their own acts and omissions and the acts and omissions of their employees and contractors. In addition, each party agrees to the fullest extent permitted by law, to indemnify and hold harmless the other party 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 VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 7 of 8 judgement and appellate proceedings), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from their performance under this Agreement. 10.0 Termination Neither the City nor the Rotary shall terminate this Agreement without the expressed written consent of the other. However, each specific obligation of each party shall terminate upon the completion of any said obligation to the satisfaction of the other party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY OF WINTER SPRINGS, FLORIDA: ROTARY CL�.TB OF WINTER SPRINGS, INC. �� I Ron NlcLemore, City1G1'anager Y. • r •1 VETERANS MEMORIAL AGREEMENT CITY OF WINTER SPRINGS AND WINTER SPRINGS ROTARY CLUB Page 8of8