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HomeMy WebLinkAbout2001 12 10 Consent A Entertainment and Concessions Agreement COMMISSION AGENDA ITEM A CONSENT X INFORMATIONAL PUBLIC HEARING REGULAR 12110/2001 Meeting MGR. ~ /DEPT C G? Authorization REQUEST: The Parks and Recreation Department is requesting the City Commission to authorize the City Manager to execute the agreement between the City of Winter Springs and Cox Entertainment for July 4, 2002, Entertainment and Concessions, PURPOSE: The purpose of this item is to obtain Commission approval to execute the agreement for Entertainment and Concessions for the July 4, 2002 event at Central Winds Park. CONSIDERATIONS: . Cox Entertainment provided the entertainment and concessions for the City of Winter Springs, July 4th event last year. . Both the City of Winter Springs and Cox Entertainment have First-Right-of- Refusal based on last year's agreement. Several meetings have been held, and both Staff and Cox Entertainment desire to commit to this agreement. . The entertainment will be very patriotic with all music styles. . The Rotary Club of Winter Springs will provide all the Children games and events. . The cost is $ 7,000. Last year's cost was $ 12,000 due to the late date into an agreement. FUNDING: $ 7,000 budgeted in 7240-54800. 1 RECOMMENDATION: IMPLEMENT A TION SCHEDULE: January - July 2002 July 1 - July 3, 2002 July 4, 2002 ATTACHMENTS: Attachment # 1 COMMISSION ACTION: Promotion of the July 4th Celebration of Freedom. Set up for Event. City of Winter Springs July 4th Celebration of Freedom. City of Winter Springs, Florida, 4th of July Special Event Agreement. 2 . " ATTACHMENT 111 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 , 2002, 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, 2002 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 THEREFO~, 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". 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 Winter Springs, Florida, or his designee. d) "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not be effective against any party until said date. e) "Public Records" is as described in Section 119.011(1), Florida Statutes. f) "City" shall mean the City of Winter Springs, a Florida Municipal Corporation and it 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, 2002 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. .,.. i) "Central Winds Park" shall mean the park owned and operated by the City, which is located within the City of Wimet 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. 2 , . 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 a qualified pyrotechnic fireworks producer acceptable to City Manager, to provide a fireworks display during the Special Event. A musical score shall accompany the fireworks production, and the display shall be approximately 30 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 the Agreement 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 and the City shall mutually agree to all sponsorships and paid fees for the Special Event. Both parties will agree to designate where the sponsorship fees will be distributed toward the special evcmt. ... 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, power generators for Main and Secondary stages, professional audio system with delay stack, staging and stage lighting, golf carts, radios, tents, tie downs, and catering for staff. 3.6 Professional Main and Secondary Stage of Entertainment" Contractor shall provide a professional main stage featuring Contemporary Music and a secondary stage of entertainment featuring Classic Rock during the Special Event. The Secondary stage, which is located in a reserved area adjacent to the main stage, will help host: event contests and community groups. 3 3.7 Kid's Games" The Rotary Club of Winter Springs shall provide and pay all costs and expenses associated with the kid's area designated for games that include and are not limited to: Moonwalk, a Karoke Tent, clowns, face painting, Carnival games, games, rock climbing wall, relay games as well as contests that we can offer prizes for. Also, offering 2 dunk tanks, which will be, located near the food concessions. The Rotary Club will receive all revenues associated with kids' games and strolling sales items as designated by the City and Contractor. Rotary has agreed to make a donation to W.S.H.S. ROTC to be determined after the event. 3.8 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. 3.9 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 Seven Thousand Dollars ($ 7,000.00) 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 nonrefundable first installment in the amount of Three Thousand and Five Hundred Dollars ($ 3,500.00) (b) On July 4, 2002, City shall pay Contractor the second installment in the amount of Three Thousand and Five Hundred Dollars ($ 3,500.00). 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 Special Event and the preceding day for set-up purposes; (2) all necessary 4 6.0 power at Central Winds Park to include: three phase 300 amp; single phase 100 amp power drop at the main stage location; additional 20 amp services as need~d (Each of the main drops must be isolated for use on the Special Event and set-up days); (3) rest room facilities; (4) lighting of Central Winds Park and surrounding areas; (5) City fire and police services as deemed reasonably necessary by the City Manager (6) clean up of Central Winds Park and surrounding area; (7) parking areas and parking coordination; and (8) repair of damage incurred to Central Winds Park caused by unforeseen 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 to complete the services within the time set fourth 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, Time is of the Essence" Time is of the essence of this Agreement. 6.1 Non-Business Day" In the event that any period of time as set forth in this Agreement expires or any date herein occurs on a Saturday, Sunday, holiday, or other non-business day, then such date shall automatically extend to 5:00 p.m. on the next subsequent business day, excluding the day the Special Event will be held pursuant t this Agreement. 6.2 No Assignment. This Agreement shall not be assigned or transferred. <'. 6.3 Third Party Rights" Except for the express rights granted under this Agreement to the Winter Springs Rotary Club, this Agteement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any third parties. 6.4 Further Assurances" From and after the execution of this Agreement, each pf the parties hereto shall fully cooperate with each other and perform any further act(s) and execute and deliver any further documents which may be necessary or desirable in order to carry out the purposes and intentions of this Agreement. 6.5 Legal Representation" The parties acknowledge that Anthony A. Garganese, Esquire, and Broad, Ward, Salzman, and Weiss, P.A., and other attorneys therein, have acted as counsel for City in connection with 5 this Agreement and the transactions contemplated herein, and has not given legal advice to any party hereto other than City, 6.6 Severability" If any provision of this Agreement is held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless remain in full force and effect, unless the absence of the invalid, void,. or unenforceable provision or provisions causes this Agreement to fail in its essential purposes. 6.7 Governing Law and Venue" This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial of courts located in Seminole County, Florida, and any objections as to jurisdiction or venue in such courts being expressly waived. 6.8 Attorney's Fees" In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto, the prevailing party in such litigation or controversy shall be entitled to recover from other party or parties all reasonable attorney's fees and paralegal fees, expenses and suit costs, including those associated with any appellate or post judgment collection proceedings. 6.9 Non-Waiver" No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 6.10 Notices" Any notice, request, instruction, or other document to be given a part of this Agreement shall be in writing and shall be deemed given under the following circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepaid, certified or registered, or the next. btlsiness day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledge upon transmission; and addressed as follows (or to such other person or at such other address, of which any party hereto shall have 'given written notice as provided herein): .., To City of Winter Springs: Ronald W. McLemore, City Manager 1126 East S.R. 434 Winter Springs, Florida 32708 6 PH: (407) 327-5957 FAX: (407) 327-4753 To Contractor: COX Radio, Inc. Debbie Morel, V.P. and GM 200 South Orange Ave. Suite 2240 Orlando, Florida 32801 PH: (407) 422-9696 FAX: (407) 422-5883 6.11 Counterpartso 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. 6.12 Public Recordo 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 hour of the Contractor be open and freely exhibited to the City for the purpose of examination and/or audit. 6.13 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. 6.14 Independent Contractoro Contractor shall be considered an independent contractor under this Agreement. 7.0 Entire Agreemento 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 Immunityo Nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, or other limitations imposed on the City's potential liability under state or federal law. 7 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, 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 I the business of writing 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 speechifying 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 930) 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 1'. indemnify and hold harmless the City and its employees, officers, and attorneys, from and against all claims, losses, damages, personal injuries (including but not limited to death), or liability (including reasonable attorney's...fees through any and all administrative, trial, post judgement and appellate proceedings), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from Contractor's: (1) performance of services pursuant to this Agreement; (2) failure to properly train employees under Contractor's control or direction; (3) failure to remit any local, state, and federal taxes due by Contractor as a result of the Special Event; and (4) 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 City or its employees, officers, and attorneys which may result from the services under this Agreement whether 8 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, 2002, all fees paid by the City to Contractor, except the non-refundable $ 3,500.00 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, 2002 and July 3, 2002, 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, 2002. 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 and 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 Si2natorv. 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 fourth in this Agreement. 15.0 First Ri2ht of Refusal. By agreeing below, both parties agree to a first right of refusal for 2003. COX RADIO will be given the first opportunity to commit to this event for 2003. And, likewise, The City of Winter Springs will be the first 4th of July event that WHTQ-FM will attempt to contract with in 2003. 9 . " 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: By: Ron Mclemore, City Manager Debbie Morel, VP, GM ,'. .' ... 10