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HomeMy WebLinkAboutVeterans of Foreign Wars, Post 5405 Celebration of Freedom Alcoholic Beverage Vendor Agreement -2013 07 17.A ALCOHOLIC BEVERAGE VENDOR AGREEMENT THIS ALCOHOLIC BEVERAGE VENDOR AGREEMENT ( "Agreement ") is made and entered into as of the j day of �, 2013 by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation ( "City"), and WINTER SPRINGS POST NO. 5405 VETERANS OF FOREIGN WARS OF THE UNITED STATES, INC., a Florida Non Profit Corporation ( "VFW "). WITNESSETH: WHEREAS, City of Winter Springs conducts a 4th of July special event each year at Central Winds Park for the benefit of the public to celebrate Independence Day; and WHEREAS, VFW desires to contract with the City to be the exclusive alcoholic beverage vendor during the 4`h of July special event, consistent with the terms and conditions of this Agreement; and WHEREAS, VFW 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, 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 Engagement. The City hereby engages VFW, and VFW hereby agrees, to staff, operate and maintain the exclusive alcoholic beverage booth during the City's 4`h of July Special Event ( "Event ") in exchange for the compensation arrangement and pursuant to the terms and conditions set forth in this Agreement. No prior or present agreements or representations shall be binding upon the parties hereto unless expressly incorporated into this Agreement. The parties agree that the Event will be held on July 4, 2013, or, if the Event is postponed, as soon thereafter as may be determined by the City, at its sole discretion. If the Event is postponed and not rescheduled, no compensation shall be due to either party. 3.0 Alcoholic Beverage Service. The City shall provide the entire inventory of alcoholic beverages to VFW for the alcoholic beverage booth. Alcoholic beverages served during the Event shall be strictly limited to beer and wine only. VFW shall be responsible for the management and staffing of the alcoholic beverage booth during set up, operation, and clean up of the Event; collection of cash and other forms of revenue; and set up, break down and clean up of the alcoholic beverage booth. VFW shall be solely responsible for remittance of any state sales tax, if applicable, resulting from the sale of alcoholic beverages. Alcohol consumption in the booth shall be strictly prohibited. It shall be the sole responsibility of VFW to ensure that patrons of the alcoholic beverage booth are at least 21 years of age and that any individual appearing 35 years of age or younger be required to produce valid state - issued identification as proof of age prior to being served alcoholic beverages. VFW shall ensure that booth patrons are ALCOHOLIC BEVERAGE VENDOR AGREEMENT City of Winter Springs / VFW Page 1 of 7 not over -served and that service is refused where, in the reasonable judgement of VFW, any individual appears intoxicated. The City reserves the right, in its sole discretion, to discontinue the operation of the alcoholic beverage booth at any time during the Event, if patrons are being served illegally or being over - served. The responsibilities set forth in this section shall not represent an exhaustive list of VFW's responsibilities under the terms of this Agreement and VFW shall undertake any reasonable action in furtherance of the efficient and safe operation of the alcoholic beverage booth not inconsistent with any provision of this Agreement. Any inventory remaining at the conclusion of the Event shall be the property of the City. 4.0 Liquor License or Permit; Insurance. VFW shall be solely responsible for obtaining the requisite liquor license or permit and liquor liability insurance for the Event. Said insurance shall name the City as an additional insured. The City agrees to use its best and reasonable efforts to support any liquor license or permit and liquor liability insurance application submitted in furtherance of this Agreement. The cost of the liquor license or permit and liquor liability insurance will be paid for by VFW at its sole expense. VFW shall provide the City with a copy of its liquor license or permit and liability insurance policy prior to the commencement of the Event, but in no case less than seven (7) days prior to the Event. 5.0 Booth. The City shall provide the VFW a 10' by 10' booth and 1,000 watts of electricity servicing the booth. The location of the alcoholic beverage booth shall be at the sole discretion of the City. VFW shall be solely responsible for its own canopy tent for its designated space and for any tables, chairs, or other supplies or equipment necessary for booth operation, including refrigeration and water source. The City shall not be responsible for the operation of the booth or any equipment or supplies for the booth. 6.0 Compensation. In consideration for the right to the be the exclusive alcoholic beverage vendor at the Event, VFW shall pay the City a sum of One Thousand Three Hundred and no /100 Dollars ($1,300.00). Full payment shall be due to the City no later than 14 calendar days prior to the Event. There shall be no further compensation due to the City or VFW under this Agreement. 7.0 Effective Date; Termination. This Agreement shall become effective upon full execution by both parties hereto and shall, unless sooner terminated pursuant to subsections 7.1 or 7.2, terminate upon full completion of the parties' respective obligations set forth in this Agreement. 7.1 Termination by City. The City, at its sole discretion, may terminate this Agreement at any time for convenience and without penalty. In the event the City terminates this Agreement pursuant to this subsection prior to the Event and the VFW has already submitted payment to the City consistent with Section 6.0, the City shall reimburse VFW for the full amount of such payment within ten (10) business days of said termination. 7.2 Termination by VFW. The VFW may terminate this Agreement for cause at any time. Should VFW terminate this Agreement less than seven (7) calendar days prior to the Event, VFW agrees that any compensation paid to the City pursuant to Section 6.0 herein shall be non - refundable. ALCOHOLIC BEVERAGE VENDOR AGREEMENT City of Winter Springs / VFW Page 2 of 7 8.0 Contractors. VFW may employ as many contractors or assistants as it deems appropriate and necessary to perform its respective services required hereunder. However, VFW shall be solely responsible for the payment of their respective contractors or assistants, including, but not limited to, responsibility for their acts and omissions, wages, fees, applicable income taxes, applicable worker's compensation insurance, and expenses. 9.0 Due Diligence. VFW acknowledges that it has investigated prior to the 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, permits, and the steps necessary to complete the services within the time set forth herein. VFW 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 set forth herein. VFW will perform the services with due and reasonable diligence consistent with sound professional and labor practices. 10.0 Miscellaneous: 10.1 Time is of the Essence. Time is of the essence of this Agreement. 10.2 No Assignment. This Agreement shall not be assigned or transferred. 10.3 Third Party Rights. 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. 10.4 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. 10.5 Legal Representation. The parties acknowledge that Brown, Garganese, Weiss & D'Agresta, P.A., and the attorneys therein, have acted as counsel for the City in connection with this Agreement and the transactions contemplated herein, and have not given legal advice to any party hereto other than City. 10.6 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. 10.7 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 courts located in Seminole County, Florida, any objections as to jurisdiction or venue in such courts being expressly waived. 10.8 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 the other party or parties all ALCOHOLIC BEVERAGE VENDOR AGREEMENT City of Winter Springs / VFW Page 3 of 7 reasonable attorney's fees and paralegal fees, expenses and suit costs, including those associated with any appellate or post judgment collection proceedings. 10.9 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. 10.10 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: City of Winter Springs Attn: City Manager 1126 E. State Road 434 Winter Springs, FL 32708 To VFW: Winter Springs Post No. 5405 Veterans of Foreign Wars of the United States, Inc. Attn: 420 N. Edgemon Avenue Winter Springs, FL 32708 10.11 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. 10.12 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of VFW 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 VFW. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of VFW 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, VFW 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 normal business hours of the VFW be open and freely exhibited to the City for the purpose of examination and/or audit. 10.13 Interpretation. The parties have participated in the drafting of all parts of this Agreement, and have each had an opportunity to review this Agreement with legal counsel. 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. ALCOHOLIC BEVERAGE VENDOR AGREEMENT City of Winter Springs / VFW Page 4 of 7 10. 14 Independent Contractor. VFW shall be considered an independent contractor under this Agreement. 10.15 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. 10.16 Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, 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. As such, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of three hundred thousand dollars ($300,000.00). This section shall survive termination of this Agreement. 10.17 Indemnification and Hold Harmless. For all services performed pursuant to this Agreement, VFW 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 appellate proceedings), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from their respective: (1) performance of services pursuant to this Agreement; (ii) failure to properly train employees or members under their control or direction; or (iii) failure to remit any local, state, and federal taxes due by them as a result of the Event. The indemnification provided above shall obligate the indemnifying party 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 indemnifying party 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. This Section shall survive termination of this Agreement. 10.18 Standard of Care. In performing its services hereunder, VFW 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. 10.19 Contractor's Signatory. The undersigned person executing this Agreement on behalf of each party hereby represents and warrants that he /she has the full authority to ALCOHOLIC BEVERAGE VENDOR AGREEMENT City of Winter Springs / VFW Page 5 of 7 sign said agreement and to fully bind their principal to the terms and conditions set forth in this Agreement. 11.0 Suspension or Cancellation of Event. The City shall have the right to temporarily suspend or cancel the Event at any time in the event of an adverse weather condition, emergency, or in the event of any other occurrence requiring the temporary suspension or cancellation of the Event in furtherance of the health, safety and welfare of the City, pursuant to its inherent police powers under Chapter 166, Florida Statutes. Any such suspension or cancellation shall be at the City's sole discretion and shall be without penalty to the City. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above. CITY: CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal core tion. Ke n Smith, anage T SSED BY: a 04— Print Name: C64m 1 CAS - (A, ��) V (��, Print Name: ALCOHOLIC BEVERAGE VENDOR AGREEMENT City of Winter Springs / VFW Page 6 of 7 VFW: WINTER SPRINGS POST NO. 5405 VETERANS OF FOREIGN WARS OF THE UNITED STATES, INC., a Florid4Non Profit Corporation. LIM Print Name /Title STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this % % day f 2013, b y Y �1 "rvm �c.,l �Qf as lul�JS i�2�1�Fn►T of NTER SPRINGS POST NO. 5405 VETERANS OF FOREIGN WA OF THE UNITED STATES, INC., a Florida Non Profit Corporation, [ ] who is pe onally known or [ ] who has produced ( A JL-YZS L aeASe_ as identif�jt esn. MICHAEL JAMES SHATnXK MY COMMISSION # EE 014694 fl ; EXPIRES: December 5, 2014 •',SPA? •' Bonded Thru Notary Public Underwriters NOTARY PUBLIC, State of Flo 'da My commission expires: ALCOHOLIC BEVERAGE VENDOR AGREEMENT City of Winter Springs / VFW Page 7 of 7 _ F O a t i COD WET�� DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION DIVISION OF ALCOHOLIC BEVERAGES & TOBACCO ODP APPLICATION# 91272 FILE # 29860 TEMPORARY LICENSE /PERMIT EFFECTIVE DATE 07/04/2013 EXPERATION DATE 07/04/2013 DATE RECEIPT NBR FEE LICENSE NBR SERIES CLASS 06/13/2013 120430279 $25 ODP6900428 ODP NON - TRANSFERABLE, DISPLAY CONSPICUOUSLY, VALID ONLY FOR THE DATE AND PLACE INDICATED CITY OF WINTER SPRINGS 4 OF JULY FESTIVAL WINTER SPRINGS POST #5405 VFW OF US INC 1000 E SR 434 WINTER SPRINGS, FL 32708 CONTROL NUMBER: 13511181 DISPLAY AS REQUIRED BY LAW .�.. BILIF T - -- # 631369:6 STATE OF FLORIDA DEPARMENT., ,8FF ALSO OLIO l6RAGFI.gs&OTQBACCOUTION : r rrsa *Tam *moo „7a SEW L1208280488! r 1 ® care© CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDNYYY) 06/11/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Santoro Insurance Co. 3575 W LAKE MARY BLVD STE 103 LAKE MARY FL 32746 -3418 NAME C Jason Santoro PHONE (407) 302 -4646 FAX No): (407) 302 -4640 E-MAIL ADDRESS: jason santoroinsurance.com INSURERS AFFORDING COVERAGE NAIC S INSURER A: USLI X INSURED VETERANS OF FORIEGN WAR 420 N EDGEMON AVE WINTER SPRINGS FL 32708 -2539 INSURER B 07/04/2013 INSURER C EACH OCCURRENCE INSURER D DAMAGE TO-R01W PREMISES Es occurrence) INSURER E : MED EXP (Any one person) INSURER F PERSONAL & ADV INJURY COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INT R TYPE OF INSURANCE DL SU POLICY NUMBER MM /DDY EFF MD /Do EXP LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY X CLAIMS -MADE a OCCUR X MSE013U1517 07/04/2013 07104/2013 EACH OCCURRENCE $ 1,000,000 DAMAGE TO-R01W PREMISES Es occurrence) S 100,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO- LOC PRODUCTS - COMP /OP AGG $ 1,000.000 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SING LIMIT Ea accident) BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Pre d nt $ E UMBRELLA LIAR EXCESS LIAR CLAIMS -MADE EACH OCCURRENCE $ HOCCUR AGGREGATE $ DIED I I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A I I WC STATU- 0TH- PR E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE . POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, it more space Is required) beer booth. Certificate holder is listed as addtional insured CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010105) IV ©1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Winter Springs THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1000 East State Road 434 ACCORDANCE WITH THE POLICY PROVISIONS. Winter Springs, FL 32708 AUTHORIZED REPRESENTATIVE ACORD 25 (2010105) IV ©1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD