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Third Revised Interlocal Agreement for Conduct of the Jacksonville Sea and Sky Spectacular 08-20-07 v AGENDA ITEM#8A AUGUST 27,2007 CITY OF ATLANTIC BEACH CITY COMMISSION MEETING STAFF REPORT AGENDA ITEM: Interlocal Agreement for 2007 Air S ow SUBMITTED BY: Jim Hanson, ' Mana DATE: August 20, 2007 BACKGROUND: The Sea and Sky Spectacular Air Show has been held at the beaches every other year for several years. The air show this year will occur on Saturday,November 3`'and Sunday,November 4th. Since the first air show,the City of Atlantic Beach has contributed $10,000 towards the cost. The other beach cities and Jacksonville have also contributed. An interlocal agreement has been signed for each air show that outlines the responsibilities of the four cities and the Navy. The attached agreement is identical to the last one signed by the City of Atlantic Beach two years ago BUDGET: The Atlantic Beach share of$10,000 is included in the current 2006-07 budget. RECOMMENDATION: Authorize Mayor Wolfson to execute the air show agreement on behalf of Atlantic Beach. ATTACHMENT: Interlocal agreement. AGENDA ITEM#8A AUGUST 27,2007 Prepared by and Return to: Neill W.McArthur,Jr. Office of General Counsel 117 West Duval Street,Suite 480 Jacksonville,Florida 32202 THIRD REVISED INTERLOCAL AGREEMENT AMONG THE CITY OF JACKSONVILLE,FLORIDA,THE CITY OF ATLANTIC BEACH, FLORIDA,THE CITY OF JACKSONVILLE,BEACH,FLORIDA,THE CITY OF NEPTUNE BEACH, FLORIDA,AND THE COMMANDER,NAVAL REGION SOUTHEAST,U. S.NAVY FOR CONDUCT OF THE JACKSONVILLE SEA AND SKY SPECTACULAR. THIS THIRD REVISED INTERLOCAL AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into as of this day of , 2007, by and among the below listed parties; and supercedes the original Interlocal Agreement, by and among the parties, made and entered into March 12, 2001 and revised for the first time on October 9, 2003 and revised for the second time on August 4, 2005; and shall become effective upon filing with the Clerk of the Circuit and County Courts, as herein provided. The parties to this Agreement are: THE CITY OF JACKSONVILLE, FLORIDA, a consolidated municipal/county government, making the General Services District, within the territorial boundaries of Duval County, Florida(hereinafter referred to as "JACKSONVILLE"), pursuant to authority in Section 111.105, Ordinance Code; and THE CITY OF ATLANTIC BEACH,FLORIDA, a municipal corporation,within the General Services District(hereinafter referred to as"ATLANTIC BEACH"); and THE CITY OF JACKSONVILLE BEACH,FLORIDA, a municipal corporation, within the General Services District(hereinafter referred to as "JACKSONVILLE BEACH"); and THE CITY OF NEPTUNE BEACH,FLORIDA, a municipal corporation,within the General Services District(hereinafter referred to as"NEPTUNE BEACH"); and THE COMMANDER,NAVAL REGION SOUTHEAST,UNITED STATES NAVY (hereinafter referred to as "CNRSE"). [Remainder of page is left blank intentionally. Table of Contents follows immediately.] AGENDA ITEM#SA AUGUST 27,2007 AGREEMENT SECTION PAGE 1. SUMMARY. 2 2. PURPOSE. 2 3. RESPONSIBILITIES. 3 4. JACKSONVILLE BEACH SEA& SKY SPECTACULAR OCEANFRONT AIR SHOW COMMITTEE. 5 5. TERM OF AGREEMENT. 5 6. EFFECTIVE DATE. 6 7. TERMINATION. 6 8. MAXIMUM INDEBTEDNESS. 6 9. SEVERABILITY. 6 10. SECTION HEADINGS. 6 11. CONSTRUCTION. 6 12. ENTIRE AGREEMENT. 6 13. COUNTERPARTS. 7 IN CONSIDERATION of the mutual covenants herein contained and for other good and valuable consideration,the legal sufficiency of which is acknowledged by the parties,the parties agree as follows: 1. SUMMARY. This Agreement defines the covenants and responsibilities governing the Jacksonville Sea and Sky Spectacular(hereinafter sometimes referred to as the"Event", as the context allows). It is an extended celebration of city events,United States Armed Services activities and family entertainment programs to be held periodically in the Jacksonville area. The primary goals of the Event are to foster positive community relations and to support military recruiting efforts. The Event is intended to be an annual regional attraction with air show sites alternating between Naval Air Station Jacksonville and the Jacksonville Beach Oceanfront(this Agreement shall pertain exclusively to Events held at the Jacksonville Beach Oceanfront). 2. PURPOSE. This Agreement formally creates a relationship among the parties for the following purposes: 2.1. To provide JACKSONVILLE,ATLANTIC BEACH,NEPTUNE BEACH and neighboring beach cities/communities along with the high concentration of Naval commands and their service members a celebration that showcases the military's presence in the region. 2.2. To foster positive community relationships by(a)creating an opportunity for long term, mutual cooperation and commitment among city governments and Naval commands to conduct an annual event of regional attraction at an opportune time of year for the cities and their business communities; and(b) supporting Armed Service recruiting by offering an exciting family entertainment program which may include an air show and a demonstration of military capabilities. AGENDA ITEM#8A AUGUST 27,2007 3. RESPONSIBILITIES. The parties shall have the following responsibilities,which may be supplemented or more specifically defined as necessary, from time to time, for the conduct of the Event: 3.1. JACKSONVILLE: 3.1.1. Special Events Production and Coordination. The Chief of Special Events (hereinafter referred to as the "Chief') represents JACKSONVILLE's interests and shall provide special events production expertise and coordination for the Events held at the Jacksonville Beach Oceanfront. The Chief will share in the responsibility of arranging and conducting the Jacksonville Beach Oceanfront Air Show with ATLANTIC BEACH, JACKSONVILLE BEACH,NEPTUNE BEACH and CNRSE. 3.1.2. Custodian for Sponsorship Funds. The Chief will serve as custodian of sponsorship money and will write accounts payable checks using the sponsorship money raised to support the Jacksonville Beach Oceanfront Air Show. 3.1.3. Event Promotion. JACKSONVILLE shall have the overall responsibility for promoting the Event as a regional attraction. 3.1.4. Monetary Contribution. Subject to the maximum indebtedness in Section 8, below, JACKSONVILLE will provide and fund various services necessary to produce the Event. Such services shall include police , private security, fire and rescue support services, advertising and marketing, Jacksonville Transportation Authority shuttles, air show consultant, air show acts, sound and entertainment, VIP area, liability insurance and event maintenance (collectively and individually referred to as the "JACKSONVILLE Services"). Subject to the maximum indebtedness in Section 8 below, JACKSONVILLE may provide services in addition to the above JACKSONVILLE Services, to the extent that such additional services are become necessary to produce the Event;provided however, such additional services shall not be provided or required hereunder unless and until such time as this Agreement is amended, in writing, for the inclusion of such additional services. 3.2. ATLANTIC BEACH, JACKSONVILLE BEACH and NEPTUNE BEACH: 3.2.1. Monetary Contribution. ATLANTIC BEACH and JACKSONVILLE BEACH have identified or obtained, and shall each contribute TEN THOUSAND AND 00/100 DOLLARS ($10,000.00) and NEPTUNE BEACH shall contribute THREE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($3,500.00) as their respective sponsorship funds, from their respective municipal governments, for a total of TWENTY-THREE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($23,500.00) for the 2007 Jacksonville Beach Oceanfront Air Show,which shall be a part of the 2007 Event. 3.2.2. Support Services. Within their respective city limits, and/or as the need may require, ATLANTIC BEACH, JACKSONVILLE BEACH and NEPTUNE BEACH shall AGENDA ITEM#8A AUGUST 27,2007 provide and fund staffing/police, fire and rescue support services for the Jacksonville Beach Oceanfront Air Show, including, without limitation, police services, crowd and traffic control, parking and refuse collection. ATLANTIC BEACH, JACKSONVILLE BEACH and NEPTUNE BEACH recognize and acknowledge that crowd sizes and logistics, as well as financial considerations, may require joint sharing of these responsibilities and expenses as matters develop, and agree to cooperate, in good faith, to reach equitable sharing arrangements as such prove to be necessary. JACKSONVILLE shall provide and fund staffing police, fire and rescue support services only to the extent that the circumstances surrounding the Jacksonville Beach Oceanfront Air Show require supplementing such services, as determined by JACKSONVILLE, in its sole and exclusive discretion. 3.2.3. Jacksonville Beach Oceanfront Air Show Facility. JACKSONVILLE BEACH shall provide property for the Jacksonville Beach Oceanfront Air Show. The aforementioned property shall be sufficiently available for the placement of tents, display booths, and other festival requirements as necessary and approved by the JACKSONVILLE BEACH City Manager and shall be consistent with JACKSONVILLE BEACH's Code of Ordinances and Special Events Policies. 3.2.4. Responsibility for Jacksonville Beach Oceanfront Air Show. ATLANTIC BEACH, JACKSONVILLE BEACH and NEPTUNE BEACH City Managers or their designated representatives shall share responsibility for arranging and conducting the Jacksonville Beach Oceanfront Air Show with JACKSONVILLE's Director and CNRSE; provided however, said Director shall have the final or ultimate decision making authority, subject only to Section 3.2.3. above. 3.2.5. Event Promotion. ATLANTIC BEACH, JACKSONVILLE BEACH and NEPTUNE BEACH shall have secondary responsibility and secondary approval authority for promoting the Event as a regional attraction. 3.3. Navy/CNRSE: CNSRE shall delegate his authority regarding the Event and agrees as follows: 3.3.1. Air Show Responsibility. While the Commanding Officer of the Naval Air Station Jacksonville (hereinafter referred to as "NAS") has primary responsibility for the NAS Air Show, and is charged to conduct the on-base air show at NAS, the Commanding Officer of Naval Station Mayport is charged only with support of the Jacksonville Beach Oceanfront Air Show by staging of static display and performing aircraft, and by cooperating with JACKSONVILLE to arrange and conduct the military demonstration at the Jacksonville Beach Oceanfront Air Show. 3.3.2. Prohibition Against Use of Funds. In compliance with federal regulations, fiduciary support raised on base via Naval Station Morale, Welfare and Recreation Non-appropriated Fund Activities may not be used to support external activities. AGENDA ITEM#8A AUGUST 27,2007 4. JACKSONVILLE SEA AND SKY SPECTACULAR OCEANFRONT AIR SHOW COMMITTEE. 4.1. There shall be created a Jacksonville Beach Sea and Sky Spectacular Oceanfront Air Show Committee ( hereinafter referred to as the "Committee") with membership of the parties and shall operate as follows: 4.1.1. Membership. JACKSONVILLE, ATLANTIC BEACH, JACKSONVILLE BEACH, NEPTUNE BEACH and the Commanding Officer of Naval Station Mayport each shall have membership on the Committee. This Committee shall advise JACKSONVILLE on the production of the Jacksonville Beach Oceanfront Air Show. This includes, but is not limited to, hiring of sponsorship/advertising companies and/or air show consultants;provided however, the Commanding Officer of Naval Station Mayport shall have no responsibility or involvement whatsoever with sponsorship matters. 4.1.2. Final Authority. The parties agree that decisions of the Chief, as to accounting, expenditures, marketing, staging, logistics, placement, consultants, contractors, vendors, scheduling, coordination and all other matters related to and/or contemplated herein, shall be final, except for : (a) any decision that may adversely impact the ability of JACKSONVILLE BEACH to provide normal city services, including, but not limited to Police, Fire and Rescue, as determined by the JACKSONVILLE BEACH City Manager; and (b) activities occurring on Navy property or involving Navy equipment or personnel; only as to activities on Navy Property or involving Navy personnel or equipment, shall the decisions of CNRSE, as delegated above in Section 4.1.1,be final. 4.1.3. Meetings. The Committee shall meet to determine any other rules and/or procedures that may be necessary in order to permit action on the Event as soon as possible. Such determinations shall include decisions as to whether financial and policy commitments and procedures should be made. Such decisions shall require a majority vote of all Committee Members. The Committee must have a quorum of its members in order to meet and take action. Such quorum shall consist of three(3) of the five (5)members. 4.2. Funding and Fund Carryovers. JACKSONVILLE and the Committee (excluding the Commanding Officer of Naval Station Mayport, as provided above) shall conduct funding and sponsorship campaigns to cover the costs of the Jacksonville Beach Oceanfront Air Show. In addition to such funding and sponsorship campaigns, the parties (except for CNRSE) may elect, but are not obligated to provide additional financial support for the Jacksonville Beach Oceanfront Air Show. In the event that there is a surplus of funds available on final funding, from the Jacksonville Beach Oceanfront Air Show, such surplus shall be held by JACKSONVILLE, for available use in the next scheduled Jacksonville Beach Oceanfront Air Show, unless such event will not take place the following term or JACKSONVILLE determines specific other uses for such surplus funds. 5. TERM OF AGREEMENT. This Agreement shall have a two (2) year term from its AGENDA ITEM#8A AUGUST 27,2007 Effective date, as specified below. This Agreement may be renewed on a biennial basis by written agreement by all parties. 6. EFFECTIVE DATE. This Agreement shall become effective on the date it is recorded in the Official Records of Duval County, Florida, as required by Section 163.01(11), Florida Statutes. Such recording shall be perfected by the Office of General Counsel for JACKSONVILLE. 7. TERMINATION. Any party may withdraw from this Agreement, without cause, by giving ninety (90) days advance written notice to the other parties, by certified mail return receipt requested or by other delivery with written receipt. Such advance written notice shall be sent to the party representative or successor as shown on the signature pages , to the addresses stated thereon. If the remaining parties so desire, they may continue this Agreement, as to its terms and conditions, by formal,mutual execution of a letter agreement memorializing the same. 8. MAXIMUM INDEBTEDNESS. This Section 8 is included in this Agreement pursuant to Section 106.431, JACKSONVILLE Ordinance Code. JACKSONVILLE's maximum indebtedness under this Agreement shall not exceed ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00), which amount does not include any funding via sponsorships that have been or will be secured by JACKSONVILLE. As provided in Section 3.1.4, JACKSONVILLE may provide and/or fund services in addition to the listed JACKSONVILLE Services;provided however, such additional services may be provided only in the event of a written amendment to this Agreement in that regard and only to the extent that such additional funds are available and have been appropriated for the Event. To the extent this Agreement is so amended in order to increase the JACKSONVILLE Services, said written amendment must reflect a corresponding increase in the maximum indebtedness specified in this Section 8, if applicable. The respective maximum indebtednesses of ATLANTIC BEACH, JACKSONVILLE BEACH and NEPTUNE BEACH shall be their respective financial and service commitments detailed in Sections 3.2.1 and 3.2.2, above. 9. SEVERABILITY. If any part of this Agreement is found, by a court of competent Jurisdiction, to be unlawful or otherwise unenforceable, such part shall be deemed to be severed from this Agreement and the remaining parts shall continue to have full force and effect. 10. SECTION HEADINGS. All section headings used in this Agreement have been inserted for convenience only. Such section headings shall not be used in the interpretation or construction of the text of this Agreement. 11. CONSTRUCTION. The parties acknowledge that they have had meaningful input into the terms and conditions contained in this Agreement. Therefore any doubtful or ambiguous provisions contained herein shall not be construed against the party who physically prepared this Agreement. The rule sometimes referred to as "Fortius Contra Proferentum" shall not be applied to the interpretation of this Agreement. AGENDA ITEM#8A AUGUST 27,2007 12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto for their responsibilities with respect to the Event. No statement, representation, writing, understanding, agreement, course of action or course of conduct, made by any party, or any representative of any party, which is not expressed herein shall be binding. All changes to, additions to, modifications of, or amendment to this Agreement, or any of the terms, provisions and conditions hereof, shall be binding only when in writing and signed by the authorized officer, agent or representative of each of the parties hereto. 13. COUNTERPARTS. This Agreement, and all amendments thereto, may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. [Remainder of page is intentionally left blank. Signature page follows immediately.] • • AGENDA ITEM#8A AUGUST 27,2007 IN WITNESS WHEREOF,the City of Atlantic Beach,by and through its respective authorized representatives has caused this Agreement to be executed on the day and year first above written. ATTEST: CITY OF ATLANTIC BEACH By: By: Donna Bussey, City Clerk Donald Wolfson,Mayor 800 Seminole Road 800 Seminole Road Atlantic Beach, FL 32233 Atlantic Beach, FL 32233 STATE OF FLORIDA) )ss. COUNTY OF DUVAL) The foregoing instrument was acknowledged before me this day of 2005, by Donald Wolfson and Donna Bussey,the Mayor and City Clerk respectively, of the City of Atlantic Beach, a municipal corporation in Duval County, Florida. Such persons: (notary must check applicable box) 9 are personally known to me; or 9 produced a current driver's license as identification;or 9 produced as identification (Sign) (Print) NOTARY PUBLIC My Commission expires: (NOTARIAL SEAL)