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HomeMy WebLinkAbout2002 01 14 Regular A Agreement Cox EntertainmentCOMMISSION AGENDA ITEM A 01 /14/2002 Meeting CONSENT INFORMATIONAL PUBLIC HEARING REGULAR X MGR. ~- /DEPT C ~ 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. • An agreement was presented to the Commission on December 10, 2001. Staff pulled the item to allow staff to work out an issue regarding dual sponsorships to allow the city to generate revenue to off set the costs of fireworks, port-a-Johns, light towers, etc. This matter has been resolved. Cox Entertainment has agreed to withdraw their request for $ 7,000 in funding in exchange for all rights of sponsorships. It is doubtful that city staff could have raised as much as $ 7,000. • Also in the previous agreement The Rotary Club of Winter Springs was to assist in and receive 10% of the net profit from Beer Concessions. The Rotary Club has decided they would rather fund kids games and receive all revenues associated with kids games and strolling sales items only. • The entertainment will be very patriotic with all music styles. • Last year's cost was $ 12,000 due to the late date into an agreement. • This year Cox Entertainment sole compensation for all services rendered shall be derived from the sale of entertainment, sponsorships, and concessions. • The City's Concession will operate during the event. FUNDING: $ 20,000 was budgeted for July 4th in the current budget no additional revenues are required. This will probably result in some savings dependent upon final cost of fireworks, etc. RECOMMENDATION: Staff recommends the City Commission approve the authorization of the City Manager to enter into a contract with Cox Entertainment to provide entertainment and concessions. IMPLEMENTATION SCHEDULE: January -July 2002 Promotion of the July 4th Celebration of Freedom. July 1 -July 3, 2002 Set up for Event. July 4, 2002 City of Winter Springs July 4th Celebration of Freedom. ATTACHMENTS: Attachment #1 City of Winter Springs, Florida, 4th of July Special Event Agreement. COMMISSION ACTION: 2 Sent By: BROWN,wARD,SAL2h9AN&wEISS,P.A.; 407 425 9596; Jan-9.02 5:10PM; Page 2/10 CITY OF WINTER SPRINGS, FLORIDA 4TU OF JULY SYECIA EVENT AGREE FNT THiS Ord OF JULY SPECIAL EVENTS AGRF,EMIENT ("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: WHERF,AS, City of Winter Springs desires to hold a 4`" of July special event for the benefit of the public for purposes of celebrating independence day on .iuly 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 ilie 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 1~e Rotary Club of Winler 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 arc true and correct and by this reference are fully incorporated into this Agreement. 2.0 General Pro~~ision9: 2.1 Definitions. a) "Agreement" or "Contract" shall mean this Agreement between City and Contractor regazding the Special F,vent services stated herein. b) "Advertise" shall mean the a.ct of publicly announcing or culling attention to the Special Lvenl end 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. Yage 1 oC 9 JA~J-09-~00~ 171? 40? 4~5 9595 94i P.02 Sent By: BROWN,WARD,SALZMAN&WEISS,P.A.; 407 425 9598; Jan-9-02 5:11PM; Page 3/10 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 efiJ'ect. The Agreement shall not be effective against any party until said date. e) "Public Records" is as described in Section 119.O11(l), Florida Statutes. 1) "City" shall mean the City of Winter Springs, a Florida Municipal Corporation and it employees, agents, and contractors. g) "Contractor" shall mean Cox Radio, lnc., a Florida Corporation and its employees, agents, and contractors. h) "Special Event" shall mean the outdoor 4`" ol` July special event approved by City and held at Central Winds Hark on July 4, ?UU2. i) "Central Winds Park" shall mean the park owned and operated by the City, which is located within the City of Winter Springs on State Road 434 and adjacent to the Winter Sprints High School and Lake Jessup. 2.2 Engagement. City hereby en6ages Contractor and Contractor agrees to perform the services outlined in this Agreement, as the sole sponsor of the City's 4`h of July special event, as provided herein No prior or present agreements or representations shall be bindinb upon any of the parties hereto unless incorporated in this Agreement. 3.0 Scope of Services. Unless otherwise indicated below, Contractor agrees to perform the followinb 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. The display shall be approximately 30 minutes. Contractor shall provide a musical score acceptable to the City which will accompany the fireworks display, Contractor, the City, and the fireworks producer shall cooperate closely to assure the precise coordination between the musical score and the fireworks display. Notwithstanding, no provi5iun of this Agreement shall prevent the City from exercising its police powers to cancel the fireworks display, without penalty, in the event the City deems that conditions are unsafe. Pngc 2 of Y JAM-09-?00? 17 17 407 •~?5 9595 94i P.03 Sent By: BROWN,WARD,SAL2MAN8WEISS,P.A.; 407 425 9596; Jan-9.02 5:11PM; 3.2 Speeixl Event. Contractor shall advertise, produce, plan, promote, manage, and operate the Special Event in cooperation with the City. [n furtherance, thereof, Contractor agrees to keep the City Manager fully ini'ormcd of its plan to promote, manage, and operate the Special Event so that City can reasonably satin fy 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 Rvent, except for food and beverage concessions at the concession building located in the center of the baseball complex ai Central Winds Park which will be provided by City. Contractor sh~nll retain all fees and eornmissions fmm the concessions provided by Contractor. Alcoholic beverabes shall be limited to beer and wine, if provided. 3.4 Sponsorship; Event Fees. Unless otherwise provided in this Agreement, Contractor shall retain all sponsorships and paid fees for the Special Event. 3.5 Staging; (?they Production Materials. Contractor shall provide all staging and productian materials necessary to produce a high quality Special Event including, but not limited to, a Main and Secondary performing Stage, power generators fcir the Main and Secondary Stages, professional audio system with delay stack, staging and stage limiting, golf carts, radios, tents, tie downs, and catering for staff. 3.6 Professional Main and Secondary Stage of Entertainment. Contractor shall provide professional entertainers and musical performers for the Main Stage which shall be acceptable in advance to the City and suitable to mass public appeal. Contractor shall also provide a "Secondary" Stage for entertainment featuring Classic Rock during the Special Event. "fhe secondary stage, which shall be Located in a reserved area adjacent to the main stage, will also be used to host event contests and community groups. 3.7 Kid's Games. Contractor acknowledges that the Rotary Club of Winter Springs shall provide and pay all costs and expenses associated with the kid's area desi~ated for games that include, but are not limited to: Moonwalk, a Karoke Tent, clowns, face pointing, Carnival games, games, rock climbing wall, relay games and contests. Also, offering 2 dunk tanks, which will be located near the food concessions..l~he 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. Page 3 of 9 JAPJ-09-~©B2 17:17 4D7 4z5 X595 94i Page 4110 P . 04 Sent By: BROwN,WAFO,SALZh9AN&WEISS,P.A.; 407 425 9596; Jan-9-02 5:11PM; Page 5110 3.9 Permits. Contractor shall obtain all local, state, and federal permits necessary to hold the Special F,vent, with the assistance of the City. City shall waive all City permit fees for the Special Event. 4.0 Compensation; Expenses. 4. I To Contractor. Contractor will handle all beer sales, stag' beer garden and will receive 100% of the beer sales. 4.? To Contractor. Contractor's sole compensation for all services rendered by Contractor under this Agreement shall be derived from the sale of entertainment, sponsorships, and concessions by Contractor to the public. 4.3 Contractor Expenses. Unless otherwise provided in this Agreement, Contractor steal I 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 power at Central Winds Park to include: three phase 300 amp; single phase 100 antp power drop at the main stage lunation; additiona120 amp services as needed (each of the stain 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 swTOUnding area; (7) parking azeas and parking coordination; and (b) repair of damage incurred to Central Winds Park caused by unforeseen weather conditions. 5.0 Due Diligrnce. 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 curl thereof, the requirements to obtain 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 ;uid within the time limits proscribed herein. The Contractor will perform the services with due and reasonable diligence consistent with sound professional and labor practices. 6.0 Time is of the Essence. Time is of the essence of this Agreement. ti. l 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, hot idly, or other non-business day, then such date shall automatically extend to 5:00 Page 4 of 9 JA~J-09-z00? 17.17 407 4~5 9596 94i P. 05 Sent By: BROwN,wARD,SALZMANBwEISS,P.A.; 407 425 9598; Jan-9.02 5:12PM; p.m. on the next subsequent business clay, excluding the day the Special Cvent will be held pursuant to 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 Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any tibhts on behal f of any third parties, 6.4 Further Assurances. From and after the execution ofthis 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 purpoee~ and intentions ofthis Agreement. 6.5 Legal Representation. The parties acknowledge that Anthony A. Garganese, Esquire, and frown, Ward, Salunan, and Weiss, P.A., and other attorneys therein, have acted as counsel for City in connection with this Agreement and the transactions contemplated herein, and has not given legal advice to any party hereto other than City. 6.6 Severability. If any provision of this Agreement is held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless remain in full force and effect, unless the absence of the invalid, void, or unenforceable provision orprovisions causes this Agreementtofail inits 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 j urisdiction or venue in such courts being expressly waived. 6.8 Attorney's Fces. 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 al l 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. Page 5 vl' 9 JAPJ-09-2002 17 ~ 17 407 425 9596 94 Page 8/10 P.06 Sent By: BROWN, WARD,SAL2MAN&WEISS,P.A.; 407 425 9596; Jan-9-02 5:12PM; Page 7/10 6.10 Notices. Any notice, request, instruction, or other document to be given a part of this Agreement shall be in writing and shall he deemed given under the following circumstances: when delivered in person; or three (3) business days after bein6 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 sen~ice; 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): '1•o City of Winter Springs: Ronald W. McLemore, City Manager 1 ] 2G East S.R. 434 Winter Springs, Florida 32708 PH: (407) 327-5957 I'AX: (407) 327-4753 "1-o Contractor: COX Radio, Inc. Ucbbie Morel, V.P. and GM 200 South Orange Ave. Suite 2240 Orlando, Florida 32801 PH: (407) 422-9696 FAX: (407) 422-5883 6.11 Counterparts. This Agreement may be executed in any numher of counterparts, each of which when so executed and delivered, shall be an ori6inal; but such counterparts shall together constitute but one and the same instrument. ti. l2 Public Record. It is hereby specifically agreed that any record, document, computerized irifunnation and program, audio or video tape, photograph or other writin6 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, computerised information and program, audio or video tape, photograph, or other writing of the Contractor is subject to the provisions u(Chapter 119, Floridu .Statutes•, and may not be destroyed without the specific written approval ofthe City. Upon request by the City, the Contractor shall promptly supply copies of said public records to the City. All books, carols, registers, receipts, documents, and other papers in connection with this A~eement shall at any and all reasonable times during the normal business hours of the Contractor be open ar[d freely exhibited to the City for the purpose of examination and/or audit. 11.13 Interpretation. Both the City and the Contractor have participated in the drafting of ail parts of this Agreemen[. As a result, it is the intent of the Page 6 of 9 JAN-09-?00? 171^ 40? a~5 9596 94i P.Oi Sent By: BROWN,WARO,SAL2MAN&WEISS,P.A.; 407 425 9596; Jan-9-02 5:12PM; parties that no portion of this Agreement shall be interpreted more harshly against eithc;r of the parties as the drafter. 6.14 Independent Contractor. Contractor shall be considered an independent contractor under this Agreement. 7.0 Entire Agreement. This Agreement represznts the entire and integrated Agreement between the parties and supersedes all prior ncgotiati~ns, 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 he construed as a waiver of the City's right to sovereign immunity under Section 768.28, or other lirnilations imposed on the City's potential liability under state or federal law. 9.0 General Liability Insurance. Fur 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. 'T`his shall include, but not be limited to, automobile liability ofowned 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 husincss ofwriting insurance. 1'he City shall be named on the fomgoing insurance policies and endorsements as "additional insured." The Contractor shall cause its insurance carriers to famish insurance certificates aind endorsements specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a Statement that nu insurance under such policies will he canceled without thirty (30) days prior written notice to the City in compliance with other provisions of this Agreement. If the City has a~iy objec;lion to the coverage afforded by or other provision of the inswance 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. ror all services performed pursuant to this Agreement and during the Special went, the Contractor shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 10.0 lndemnificstion 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 Pagr 7 of 9 J~1tJ-09-2002 1717 407 425 959b 94X Page 610 P. 08 Sent By: BROVJN,IVARD,SALZMAN&WEISS,P.A.; 407 425 9596; J2n-9-02 5:13PM; Page 9/10 administrati ve, trial, past judgement and appellate proceedings j, directly or indirectly arisi7,g from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from Contractor's or Contractor's agents: (1 j performance oi'services pursuant to this Agreement; (2) failure to properly train employees and agents 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 F.vent; and (4) failure to properly plan, promote, manage, and operate the Special Event. The indemnification provided above shall obligate the Contractorto 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 ~~hcther the services be performed by the Contractor or aciyune 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. (n 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. This rlgreeitienl may be terminated by written Agreement of the parties. Notwithstanding, either patty reserves the right to terminate this Agreement for the other party's substantial nonperformance of the temps and conditions of this Agreement, provided, however, the nonperforming party does not cure the nonperformance within thirty (30) calendar days aRer written notice from the other party specifying the nonperformance. 13.0 ?erm. 1'he Term of this Agreement shall be from the effective date until the full completion and satisfaction of the terms and conditions of this Agreement by both parties. Except that the ind~ymnification and hold harmless 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,U Contractor's Signatory. 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 Right of Refusal. Provided Contractor has fully performed its responsibilities under this Agreement to the complete satisfaction of the City, the City agrees that Contractor shall have the right to be the first party to negotiate with the City for the X003 City of Winter Springs Contract to promote, manage, and operate the 4'h ofJuly event at Central Winds Park. Said right shall autc,matically expire on November 30, Page H of 9 JAhJ-D9-20D2 17~ 17 4D7 4?5 9596 94:: P. D9 Sent By: BROWN,INARD,SALZMAN&wEISS,P.A.; 407 425 9595; Jan-9-02 5:13PM; 2003. This paragraph shall not be construed in any way as prohibiting the City from contracting with any other party for the aforementioned contract. 1N WITNESS WHEREOF, the parties hereto have executed this A~'eement on the day and ycar written abu~~e. CITY; CITY OF WINTER SPRINGS, FL. By: kan McLemore, City Manager i~;11~(JCSZCity o[ Winter ~ptinosWgrcementsWth of July 20112 Contrxct.doc Pagc 4 of 9 CONTRACTOR: COX RADIO, INC. By: Debbie Morel, VP, GM JAN-09-2002 i'7~i^ 407 az5 9595 94:: Page 10/10 P. 10