Contract for Richard Grissom/Air and Sky Show 2009 v OFFICE OF GENERAL COUNSEL
117 WEST DUVAL STREET, SUITE 480
JACKSONVILLE, FL 32202
TELEPHONE-(904) 630-1720
FAX-(904) 630-1731
MEMORANDUM
TO: Kim Hopkins, Office of Special Events
FROM: Karen M. Chastain,Deputy General Counsel 1/4-C
DATE: 4....02, 2009
RE: Contract for Richard Grissom/Air & Sky Show November 6-8,2009
This memorandum is in response to your legal request for review of the above subject matter.
After a review of the documents submitted, it is my opinion that the City may enter into the
contract with the understanding that the three (3) page document entitled "Richard Grissom
(Consultant) Contract Changes" takes precedent over any documents that are contrary to the terms
and conditions spelled out in said Agreement Changes.
Second, my form approval is subject to this agreement being within the approval provided by
the Division of Procurement Administrative Award AD-0676-09.
If you are in need of additional assistance, please do not hesitate to contact me.
811—i ZOO d 9q1-1 -woad ZO:ZO 600Z-91-1DO
9042558837 Procurement
10:17:41 a.m. 09-16-2009 1l1
ADMINISTRATIVE AWARD
BID No.: AD-0676-09
(Above$200,000.00)
DESCRIPTION OF GOODS/SERVICES: RECOMMEND APPROVAL OF AWARD TO
VARIOUS VENDORS FOR THE WEEK OF VALOR 2009. EVENTS WILL INCLUDE THE
SEA AND SKY SPECTACULAR AND THE VETERANS DAY PARADE. PERIOD OF
SERVICE SHALL BE FROM DATE OF AWARD THROUGH NOVEMBER 11,2009.
TOTAL ESTIMATED EXPENDITURE NOT TO EXCEED$200,000.00_
PAYMENTS TO BE MADE BY CHECK REQUEST.
FOR AGENCY/DEPARTMENT: OFFICE OF SPECIAL EVENTS
REQUISITION NUMBERS: N/A
NUMBER FIRMS SOLICITED: 1 NUMBER FIRMS BIDDING: 1
REASON FOR LESS THAN REQUIRED MINIMUM SOLICITATION/QUOTATION:
PROCUREMENT CODE 126.107(a)
RECOMMEND AWARD TO: VARIOUS VENDORS
CONCURRENCE BY: THERESA O'DONNELL, OFFICE OF SPECIAL EVENTS
PRICE: $200,000.00 TERMS: NET 30
REASON Fri' NOT ACCE' ING LOW B Is "< 314 --
ANA; /U/Ii/.' A
:uye WOW : yer Senior Pr curement Services Mgr.
I
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Date Date Date
I APPROVAL:
Michael Clapsadd Chief,Procurement Division Date
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as:
a t w le:
Where Florida Begins.
RICHARD E. GRISSOM (CONSULTANT) CONTRACT CHANGES
3.1.11 Consultant must have the approval of the JSSSC in order to deny any jet team
and/or show performers the privilege to perform at the Air Show for safety reasons.
4.1 Compensation. The JSSSC shall pay Consultant the sum of twenty five thousand
dollars ($25,000) for the Services. JSSSC will also reimburse Consultant for hotel
charges, mileage and meal per diem pursuant to the provisions and limitations of Part 7,
Chapter 106 Ordinance Code of the City of Jacksonville up to a sum not-to-exceed three
thousand dollars ($1,500.00) The JSSSC's MAXIMUM INDEBETEDNESS for all fees for
and related to the Services and for all related costs and expenses to and required in
providing the Services under this Agreement shall be a total sum not-to-exceed twenty-
six thousand and five hundred dollars ($26,500.00).
4.2 Payment Schedule:
At Agreement Signing: $10,000.00
October 1, 2009: $10,000.00
Final Payment Post Event: $ 5,000.00
(November, 2009)
7.1 Insurance. The Performer shall provide insurance no later than 30 days prior to the
scheduled air show according to the criteria set forth in Exhibit A.
These contract changes are part of the binding agreement and shall control over contrary
provisions of the agreement; which supersedes and contrary provisions of the Contract;
see attached memo from the Office of General Counsel. The original contract is not binding
until all, including this document, has been signed by all parties. The original contract as
submitted by Consultant is not authorized by the City pursuant to state and local laws;
Consultant accepts these changes by signing the contract and accepting any portion of
payment. Each of JSSSC is subject to the limitations and provisions of section 768.28,
Florida Statues (the limitations and provisions
n of JSSSC which is self-insured.e not rd, expanded or waived
by any provision of the contract); and each
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Represent- Ne • - • = . - - • . .• - Representative for Consultant
OFFICE OF SPECIAL EVENTS
1 17 W. Duval St., Ste. 280 Jacksonville, FL 32202 i Phone: 904.630.3690 Fax: 904.630.3693 ; www.coj net
821-i POO d 991-1 -word ZO:ZO 6002-91-130
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69 Where Florida Begins.
ATTEST: CITY OF ATLANTIC BEACH,FLORIDA
B ,9411174. J11de - __
By:
on,City Manager
Donna Bartle,City Clerk
800 Seminole Road 80 eminole Road
Atlantic Beach,FL 32233 A antic Beach, FL 32233
ATTEST: CITY OF JACKSONVILLE BEACH,FLORIDA
By: By:
Heidi Reagan,City Clerk George D. Forbes,City Manager
11 North 3`d Street City of Jacksonville Beach, FL
Jacksonville Beach,FL 32250 11 North 3`d Street
Jacksonville Beach, FL 32250
ATTEST: CITY OF NEPTUNE BEACH,FLORIDA
By: By: -
Lisa Volpe,City Clerk Jim,Jarboe, City Manager
City of Neptune Beach,FL 116 15` Street
116 1 u Street Neptune Beach,FL 32266
Neptune Beach,FL 32266
ATTEST: COMMANDER,NAVAL REGION SOUTHEAST,
UNITED STATES NAVY
Signature By:
Aaron Bowman, Captain,United States Navy
Type/Print Name
Title
OFFICE OF SPECIAL EVENTS
117 W. Duval St.. Ste.280 ; Jacksonville, FL 32202 . Phone: 904.630.3690 ' Fax: 904.630.3693 , www.coj-net
811-d SOO d St1-1 -mid ZO:ZO 8002-91-130
(9406)..9,12; kelt‘
Where Florida Begins.
EXHIBIT A
INSURANCE REQUIREMENTS
Consultant and its subcontractors shall procure and maintain during the renal of
this Agreement insurance of the type and in the minimum amount stated below:
Insurance Requirements
SCHEDULE LIMA
Workers Compensation Florida Statutory Coverage
Employer's Liability $100,000 Each Accident
(Including Appropriate Federal $500,000 Disease Policy Limit
Acts) $100,000 Each Employee Disease
Comprehensive General Liability $2,000,000 General Aggregate
(including premises operations, $1,000,000 Personal/Advertising
Alun'
Agg. and contractual liability) $1,000,000 Each Occurrence
$50,000 Fire Damage
$5,000 Medical Expenses
(The individual members COJ shall be named as additional insured under all of the above
Comprehensive General Liability coverage.)
Auto Liability $1.000,000 Combined Single Limit
(all automobiles-owned,hired,
or non-hired)
Said insurance shall be written by an insurer holding a current certificate of authority pursuant to
Chapter 654, Florida Statutes. Such insurance (except for Professional Liability) shall be
endorsed to provide for a waiver of underwriter's rights of subrogation in favor of COI members.
Such insurance shall be written by an insurer with an A.M. Best Rating of AX or better. Prior to
commencing any work on the project, Certificates of Insurance approved by COJ Division of
Insurance and Risk Management or similar agencies demonstrating the maintenance of said
insurance shall be furnished to COI. The certificates shall provide that no material o tiafteron o
r
cancellation, including expiration and non-renewal shall be effective until thirty ( ) Y
receipt of written notice by COJ. Anything to the contrary notwithstanding,the liabilities of the
Consultant under this Agreement shall survive and not be terminated, reduced or otherwise
limited by any expiration or termination of insurance coverage.
OFFICE OF SPECIAL EVENTS
117 W. Duval St.,Ste. 280 j Jacksonville,FL 32202 I Phone: 904.630.3690 I Fax: 904.630.3693 I www.eoj.nct
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AGREEMENT FOR
CONSULTING SERVICES
THIS AGREEMENT FOR CONSULTING SERVICES (Agreement) is made and
entered into as of this _ day of . 2009 (Effective Date), by and between the
JACKSONVILLE SEA AND SKY SPECTACULAR COMMITTEE, hereinafter referred to
as (JSSSC),comprised of the following:
the City of Jacksonville, Florida (Jacksonville),
the City of Atlantic Beach, Florida (Atlantic Beach);
the City of Jacksonville Beach, Florida (Jacksonville Beach);
the City of Neptune Beach, Florida(Neptune Beach);
the Commander, Naval Region Southeast, United States Navy (Navy)
with a principal place of business at 117 W. Duval Street, Suite 280, Jacksonville, Florida 32202,
and Richard E. Grissom (Consultant), with his principal place of businesses at 1615 Lyndell
Drive, Kissimmee, FL 34741.
WITNESSETH:
WHEREAS, The JSSSC will operate an Air Show in November 2009 at the City of
Jacksonville Beach beachfront. The Air Show will have aviation support for performers and
static display aircraft provided by the Naval Station Mayport.
WHEREAS, JSSSC desires to engage the services of a Consultant primarily for the
purpose of providing consulting services for the Air Show; and
WHEREAS, Consultant represents and warrants to JSSSC that it is qualified to conduct
and provide the consulting and has obtained and maintains the proper certification, licensure,
permits and all other requirements pursuant to applicable federal, state and local laws, statutes,
ordinances, rules and regulations necessary to conduct the consulting services contemplated
herein, and to satisfactorily perform its obligations as herein required; and
NOW, THEREFORE, for and in consideration of the consulting services and valuable
consideration, the legal sufficiency of which is hereby acknowledged by both parties, and of the
mutual covenants hereinafter contained, the JSSSC and Consultant do hereby agree as follows:
ARTICLE I
ENGAGEMENT OF CONSULTANT
The JSSSC hereby engages the Consultant and the Consultant hereby accepts this engagement
and shall. subject to the terms and conditions of this Agreement, provide JSSSC with those
services stipulated in Article III for the compensation set forth in Article IV.
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ARTICLE II
TERM OF AGREEMENT
This Agreement shall take effect upon the Effective Date and shall remain in full force until the
later of: (i) November 10, 2009, or (ii) completion of the 2009 Air Show, unless terminated
sooner pursuant to Article V.
ARTICLE III
SCOPE OF CONSULTING SERVICES
3.1 Services. Consultant shall provide consulting services (Services) to ensure the best
possible Air Show within the constraints of the available budget. Services shall include
by way of illustration and not limitation those services listed in Articles 3.1.1. to Article
3.1.12:
3.1.1 Consultant shall advise the JSSSC on, and develop, recommendations for liability
and insurance coverage requirements for the Air Show.
3.1.2 Consultant shall obtain and explain Federal Aviation Administration (FAA)
regulations and air show documentation requirements. Consultant shall ensure that
all necessary and applicable air show documentation is properly completed and filed
with the appropriate agencies. Consultant shall ensure that the JSSSC and the Air
Show comply with all applicable, Federal, State and Local: laws, rules and
regulations.
3.1.3 Consultant shall work with all appropriate parties to develop the show center design
and to meet jet team, media, recruiting, performers, sponsor, other VIP and fund-
raising requirements.
3.1.4 Consultant shall use Consultant's experience/name recognition within the air show
industry to support access and solicit jet teams and show performers.
3.1.5 Consultant shall solicit, select and qualify jet teams and show performers for
participation in the Air Show. Consultant shall solicit and receive contract
proposals from jet teams and show performers and submit the same to the JSSSC,
along with Consultant's recommendations, for the JSSSC consideration.
3.1.6 Consultant shall develop choreography of the flying events. Consultant shall
coordinate all such activities with appropriate parties, including but not limited to jet
teams, air show performers,the FAA and the JSSSC_
3.1.7 Consultant shall provide the JSSSC with recommendations on the selection of the
Air Boss to control Air Show weekend flying events. Consultant shall solicit and
receive contract proposals from Air Boss candidates and submit the same to the
JSSSC, along with Consultant's recommendations, for the JSSSC consideration.
3.1.8 Consultant shall provide the JSSSC with a list of accommodation requirements for
jet teams and show performers. Consultant shall ensure that any obligations of the
JSSSC with regard to accommodations for jet teams and show performers will be set
forth in the contract proposals submitted by jet teams and show performers.
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3.1,9 Consultant shall select entertainment venues for jet teams, show performers and
support staff/volunteers during the Air Show weekend.
3.1.10 Consultant shall attend regular JSSSC committee meetings as scheduled by the
Qavy and/or the City of Jacksonville Director of Special Events.
3.1.11 nsultant shall have the duty to deny any jet team and/or show performers the
privilege to perform at the Air Show for safety reasons.
3.2 Specified Provider. All Services will be personally performed and monitored by Richard
Grissom.
3.3 Additional Consulting Time. Upon request of the JSSSC, Consultant shall provide
additional consulting time for activities related to the Services at no additional cost to the
JSSSC.
3.4 Extent of Services. During the Term of this Agreement,the Consultant shall devote such
time, energy, and attention during regular business hours to the benefit and business of
the JSSSC as may be reasonably necessary to perform the Services. The parties agree
and understand that the Consultant may engage in other business endeavors and may
provide other similar consulting services to other clients during the Term of this
Agreement, so long as such services do not negatively impact the purposes and intent of
this Agreement or the Consultant's ability to provide the Services. Notwithstanding the
foregoing, the parties agree that for the time period of November 1, to November 10,
2009 Consultant's Richard Grissom shall devote all of his time exclusively to the Air
Show and not to any other client(s) of Consultant.
ARTICLE IV
COMPENSATION
4.1 Compensation. The JSSSC shall pay Consultant the sum of twenty five thousand
dollars ($25,000) for the Services. JSSSC will also reimburse Consultant for hotel
charges. mileage and meal per diem pursuant to the provisions and limitations of Part 7,
Chapter 106 Ordinance Code of the City of Jacksonville up to a sum not-to-exceed three
thousand dollars ($3,000.00) The JSSSC's MAXIMUM INDEBETEDNESS for all fees
for and related to the Services and for all related costs and expenses to and required in
providing the Services under this Agreement shall be a total sum not-to-exceed try
three-thettsand-de}lars—($28,000.00).
4.2 Billing: Time for Payment. Payment to the Consultant shall be made from the Special
Events Trust Fund. Payments to Consultant shall be made within thirty days receipt of
Consultant's billing statements. Consultant shall provide the JSSSC with itemized
billing statements documenting the specific Services rendered by date, to the particular
date as show in the following schedule. Consultant shall submit billing statements
within five business days after the dates listed on the following schedule.
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Payment Schedule
At Agreement Signing $10,000
September 1, 2009 \ $5,000
October 1. 2009 $5,000
Final Payment Post Event
$5,000
November 2009
4.3 Payment. Subject to JSSSC's review and approval, all billing statements shall be paid
by the JSSSC within thirty (30) days of receipt. JSSSC may request Consultant to
provide additional information to support/substantiate the billings statements and
Consultant will provide the requested information promptly to the JSSSC.
4.4 Indebtedness Between JSSSC Members: The maximum indebtedness under this
agreement for each of the JSSSC members is stated in the Interlocal Agreement between
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 filed with the Clerk of Circuit Court, in and for Duval County. Florida.
ARTICLE V
TERMINATION
5.1 Termination of Agreement. The JSSSC may terminate this Agreement at any time
without cause by giving Consultant no less than thirty (30) days prior written notice of
the date that this Agreement shall terminate. Upon receipt of the JSSSC's notice of
termination, Consultant shall not perform any Services during the 30 day notice period,
unless said Services are expressly authorized in writing by the JSSSC. Subject to the
provisions of Article 5.4,the JSSSC shall not be liable to tender and/or pay to Consultant
any further compensation after the date of termination.
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5.2 Return of Records and Documents. Upon the expiration or termination of this
Agreement, the Consultant shall, at the request of the JSSSC, return to the JSSSC those
records and documents (if in the possession of the Consultant) maintained by the
Consultant in connection with the Services rendered to JSSSC by Consultant to which
the Consultant in connection with the Services generally.
5.3 Funding. Notwithstanding the foregoing, or any other provision of this Agreement to
the contrary, the JSSSC may terminate this Agreement at any time in the event of loss of
funding or non-appropriation of funding for any reason by giving Consultant twenty-four
(24) hours oral notice with written confirmation following. In the event this Agreement
is terminated, the Consultant shall be paid for any unpaid billings for all work performed
up to the date of receiving notice of termination, reasonable costs and fees associated
with an orderly closeout of the work to the extent authorized in writing by the JSSSC.
The JSSSC's exercise of this provision shall not be considered a default. Subject to the
provisions of Article 5.4, no penalty shall apply to the JSSSC in the event this provision
is exercised and the JSSSC shall not be obligated or liable for any future payments due
or for any damages as a result of termination or reduction under this Article_
5.4 Payment Througjt Termination. In the event of termination pursuant to Article 5.1 or 5.3
Consultant will be entitled to all fees and per diem expenses up to the date of
termination. Additionally, Consultant is entitled to an additional five thousand dollar
($5,000) payment to cover costs for the lost opportunity to participate in other air shows
scheduled for the same weekend upon submitting to the JSSSC documented proof of the
competing event and Consultant's ability to secure the engagement.
5.5 Termination For Cause. If Consultant breaches this Agreement and does not cure the
breach within fifteen (15) days after receiving written notice of the breach from the
JSSSC, then this Agreement shall automatically terminate. In the event of such
termination Consultant shall not be entitled to receive the payments referenced in Article
5.4.
5.6 Unavailability of Richard Grissom. The parties agree that the JSSC has engaged
Consultant in part due to the unique skills and abilities of Richard Grissom. All Services
are to be performed and monitored personally by Richard Grissom. Consultant may not
assign the performance of the Services to any other employee of Consultant without the
express written consent of the JSSSC. This Agreement shall automatically terminate in
the event Richard Grissom is no longer available and/or able to fulfill the duties required
under this Agreement due to personal injury, sickness, or other circumstances. In the
event of such termination, Consultant shall not be entitled to receive the payments
referenced in Article 5.4.
5.7 Termination by Consultant. Consultant shall have the right to cancel this Agreement if
and when Consultant determines by written proof that JSSSC is no longer able to fulfill
its obligations under this Agreement.
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5.8 Agreed Termination Provisions. Termination of this Agreement in accordance with its
agreed termination provisions will not give rise to any claims by Consultant of improper
termination, termination in bad faith, or the like or to the payment of any compensation,
recoupment of expenditures made by Consultant pursuant to this Agreement, or the like
predicated in such termination.
ARTICLE VI
INDEMNIFICATION
6.1 Indemnification by Consultant. The Consultant hereby indemnifies and holds the JSSSC
harmless for and against all claims, suits or demands (including all costs for investigation
and defense thereof including, but not limited to, court costs, reasonable expert witness
fees, paralegal and attorney fees) whatsoever, whether by the Consultant or third parties,
for: (i) any act, action, omission, including but not limited to personal injuries or death.
property damage or other loss arising out of or in any way connected to the Consultant's
activities while providing the Services stipulated herein; or (ii) any and all claims, suits.
demands, judgments, losses, costs, fines, penalties, damages, liabilities and expenses
(including all costs for investigation and defense thereof including, but not limited to,
court costs, reasonable expert witness fees, paralegal and attorney fees) arising from or
based upon the violation of any applicable federal, state, or municipal laws, statutes,
resolutions, or regulations, by Consultant or those under Consultant's control. In
addition, the Consultant releases the JSSSC from any claim, loss or injury suffered by it
that may occur as a result of the Consultant providing any Services pursuant to this
Agreement, except when such claim, loss or injury results from the sole negligence of the
JSSSC. The provisions of this Article VI shall survive the Term of this Agreement and
any extension thereof as such provisions shall relate to any claim or demand that arose
during the time this Agreement was in force and effect.
ARTICLE VII
INSURANCE PROVISIONS
7.1 In• ranee. Consultant and its subcontractors shall procure and maintain during the term of
it is Agreement insurance of the type and in the minimum amount stated below:
Insurance Requirements
SCHEDULE LIMITS
Auto Liability
(all automobiles-owned, hired,
or non-hired)
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Said insurance shall be written by an insurer holding a current certificate of authority pursuant to
Chapter 654, Florida Statutes. Such insurance (except for Professional Liability) shall be
endorsed to provide for a waiver of underwriter's rights of subrogation in favor of the JSSSC
members. Such insurance shall be written by an insurer with an A.M. Best Rating of AX or
better. Prior to commencing any work on the project, Certificates of Insurance approved by the
JSSSC Members Division of Insurance and Risk Management or similar agencies demonstrating
the maintenance of said insurance shall he furnished to the JSSSC members. The certificates
shall provide that no material alteration or cancellation, including expiration and non-renewal
shall be effective until thirty (30) days after receipt of written notice by the JSSSC members.
Anything to the contrary notwithstanding, the liabilities of the Consultant under this Agreement
shall survive and not be terminated, reduced or otherwise limited by any expiration or
termination of insurance coverage.
ARTICLE VIII
SPECIFIC PROVISIONS
8.1 Air Show Revenues. Consultant is not financially liable if the 2009 Air Show loses revenue.
8.2 Coordination.
8.2.1 The JSSSC shall designate, an Air Show coordinator (Coordinator) who will, on
behalf of the JSSSC, coordinate with Consultant I and administer this Agreement
according to the terms and conditions contained herein. It shall be the
responsibility of Consultant to coordinate all Air Show related activities with the
designated Coordinator. The JSSSC's Project Coordinator shall be: Ida Broadnax,
Office of Special Events, 1l7 West Duval Street, Suite 280, Jacksonville, FL
32202.
8.2.2 Consultant shall designate a coordinator(Consultant Coordinator) who will, on behalf
of Consultant, coordinate with JSSSC and administer this Agreement according to
the terms and conditions contained herein. The Consultant Coordinator shall be:
Richard Grissom, 1615 Lyndell Drive, Kissimmee, FL 34741.
ARTICLE IX
GENERAL PROVISIONS
9.1 Amendment. This Agreement may not be amended or modified in any respect except
by an instrument in writing signed by each party's duly authorized representative.
9.2 Article Headings. Article headings appearing herein are inserted for convenience
or reference only and shall in no way be construed to be interpretations of text.
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9.3 Assignment. Neither party may assign its rights or obligations under this Agreement
without the prior written consent of the other party.
9.4 Compliance with Laws: In the performance of the Work, Consultant must comply with
any and all applicable Federal, State and local laws, rules, regulations and ordinances,
as the same exist and may be amended from time to time_ Such laws, rules, regulations
and ordinances shall include, but are not limited to, Chapter 119, Florida Statutes, (the
Florida Public Records Law) and Section 286.011, Florida Statutes. (the Florida
Sunshine Law). Such laws, rules, regulations and ordinances must also include, but are
not limited to obtaining and maintaining all licenses and certifications that are required
to perform the Work contemplated in this Agreement, in the City of Jacksonville, State
of Florida.
9.5 Conflict of Interest. The parties will follow the provisions of Section 126.112,
Ordinance Code of the City of Jacksonville, Florida, with respect to required
disclosures by public officials who have or acquire a financial interest in a bid or
contract with the JSSSC, to the extent the parties are aware of the same.
9.6 Construction. Both 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
Preferentum" shall not be applied to the interpretation of this Agreement,
9.7 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.
9.8 Governing Law: Entire Agreement. This Agreement shall be governed by the Laws of
the State of Florida without regard to conflicts of laws principles, and constitutes the
entire Agreement between the parties within respect to the Services to be rendered by
Consultant to JSSSC. Should any provision of this Agreement be determined by the
courts to be illegal or in conflict with any law of the State of Florida, the validity of the
remaining provisions shall not be impaired. Venue for litigation of this Agreement
shall be in courts, of competent jurisdiction located in Jacksonville, Duval County,
Florida.
9.9 Incorporation by Reference. The above stated WHEREAS recitals are true and correct
and, by this reference, are made a part hereof and are incorporated herein.
9.10 Independent Contractor. In the performance of this Agreement, Consultant
shall be acting in the capacity of an independent contractor and not as an agent,
employee, partner, joint venturer or associate of the JSSSC. The Consultant shall be
solely responsible for the means, methods, techniques, sequences and procedures
utilized in the full performance of this Agreement. Consultant shall not, by virtue of this
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Agreement, be entitled to participate in or enjoy any benefits under any pension,
welfare, fringe benefit or other compensation plan or program maintained by the
JSSSC. Nothing contained in this Agreement shall permit or authorize Consultant to,
and Consultant shall not, execute any agreement or take any other action that is binding
upon the JSSSC. Consultant shall at all times have the status of an independent
contractor without the right or authority to impose, tort, contractual or any other
liability on the JSSSC, or its officials.
9.11 Misstatements of Fact. The Consultant hereby certifies, represents and warrants that no
representation or warranty contained in this Agreement or any other document, and no
statement, certificate, schedule, list or other information furnished by or behalf of the
Consultant to the JSSSC in connection with this Agreement or any other document,
contains any untrue statement of a material fact, or omits to state a material fact
necessary in order to make the statements herein or therein not misleading.
9.12 No Individual Liability. No officer, employee, agent or elected official of any of the
parties comprising JSSSC shall be charged personally or held individually liable, by or
to Consultant under terms and provisions of this Agreement or because of any breach
thereof or because of their execution, attestation or attempted executing or attempted
attestation of this Agreement.
9.13 Nondiscrimination. In conformity with the requirements of Section 126.404, Ordinance
Code: of the City of Jacksonville, Florida, Consultant represents that it has adopted and
will maintain a policy of non discrimination against employees or applicants for
employment on account of race, religion, sex, color, national origin, age or handicap, in
all areas of employment relations, throughout the term of this Agreement. Consultant
agrees that, on written request, it will permit reasonable access to its records of
employment, employment advertisement, application forms and other pertinent data and
records, by the Executive Director of the Community Relations Commission, or
successor agency or commission, for the purpose of investigation to ascertain
compliance with the nondiscrimination provisions of this Agreement; provided
however. that the Consultant shall not be required to produce, for inspection, records
covering periods of time more than one (1.) year prior to the day and year first above
written.
9.14 Notices. Any notices required or permitted by this Agreement shall be in writing and
shall be deemed to have been given if sent by, registered or certified mail, return receipt
requested, or overnight carrier, addressed:
(a) if to the Consultant:
Richard E. Grissom
1615 Lyndell Drive
Kissimmee, FL 34741
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(b) if to the JSSSC:
JACKSONVILLE SEA AND SKY SPECTACULAR
COMMITTEE
117 West Duval Street, Suite 280
Jacksonville, Florida 32202
Attn: Director of Special Events
With a copy to:
Attention: General Counsel
Office of the General Counsel
117 West Duval Street, Suite 480
Jacksonville, Florida 32202
Or at such other address as the party to be notified has designated in writing upon reasonable
notice.
9.15 Order of Precedence. In the event of any conflict between or among the provisions of
this Agreement and those of any exhibit attached hereto or of any amendment, the
priority, in decreasing order of precedence shall be: 1) fully executed amendment; and
2) provisions in this Agreement.
9.16 Public Entity Crimes Notice. The parties are aware and understand that a person or
affiliate who has been placed on the State of Florida Convicted Vendor List, following
a conviction for a public entity crime, may not submit a bid on a contract to provide any
goods or services to a public entity; may not submit a bid on a contract with a public
entity for the construction or repair of a public building or public work; may not submit
bids on leases of real property to a public entity; may not be awarded or perform work
as a contractor, supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity, in excess of 525,000.00,
for a period of thirty-six (36) months from the date of being placed on the Convicted
Vendor List.
9.17 Retention of Records/Audit. The Consultant and its subcontractors shall maintain all
books, documents, papers, accounting records and other evidence pertaining to costs
incurred in the performance of the Services and shall make such materials available at
all reasonable times, during the period of this Agreement and for three (3) years from
the date of final payment under this Agreement, for inspection and/or audit by the
JSSSC. All such documents relating to the services performed or money expended
under this Agreement shall be open to the JSSSC's inspection and audit during the
Consultant's regular business hours. Consultant shall promptly and fully cooperate
with JSSSC or its designated representative in the inspection and audit.
9.18 Rights Are Non-Exclusive. Notwithstanding anything herein contained that may appear
to be the contrary, this representation is "non-exclusive" and JSSSC reserves the right,
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in its sole discretion. to retain other consultants. In such case, all consultants shall
cooperate and coordinate their best efforts to assist JSSSC.
9.19 Third Party Funding. All billing statements submitted to the JSSSC shall be for actual
Services that Consultant has provided to JSSSC. Furthermore, Consultant is not being
compensated for such Services from any other third-party and/or source. In the event
Consultant does receive compensation for the Services or work it renders for the Air
Show, from any other third-party and/or source, then Consultant shall promptly provide
the JSSSC with written notice of these facts and shall offset the amounts received from
said third-parties and/or sources against the due to be paid by the JSSSC, thereby
reducing the amount of fees to be paid by JSSSC to Consultant pursuant to the terms of
this Contract, and/or providing the JSSSC with an appropriate refund.
9.20 Waiver of Rights. No waiver by either party of any of the terms, conditions, covenants
or provisions of this Agreement shall be interpreted as or deemed to be a waiver at any
time thereafter of the same or any other term, condition, covenant or provision herein
contained. nor shall waiver negate the responsibility of either party to perform its
obligations hereunder in a timely manner.
IN WITNESS WHEREOF, the parties, by and through their authorized representatives
have executed this Agreement on the day and year first above written.
Richard E. Grissom
By:
Richard E. Grissom
1615 Lyndell Drive
Kissimmee,Florida 34741
ATTEST: CITY OF ATLANTIC BEACH,FLORIDA
By: By:
Donna Bartle, City Clerk Jim Hanson, City Manager
800 Seminole Road 800 Seminole Road
Atlantic Beach, FL 32233 Atlantic Beach, FL 32233
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ATTEST: CITY OF JACKSONVILLE BEACH,FLORIDA
By: - By:
Heidi Reagan,City Clerk George D. Forbes,City Manager
11 North riStreet City of Jacksonville Beach,FL
Jacksonville Beach,FL 32250 11 North 3`d Street
Jacksonville Beach,FL 32250
ATTEST: CITY OF NEPTUNE BEACH, FLORIDA
By: By:
Lisa Volpe, City Clerk Jim,Jarboe,City Manager
City of Neptune Beach, FL 116 1"Street
116 1"Street Neptune Beach, FL 32266
Neptune Beach,FL 32266
ATTEST: COMMANDER,NAVAL REGION SOUTHEAST,
T Ti►n^^r'^ ' l�
Signature �� 4
C
L.) tJnited States Navy
Type/Print/it
Title
ATTEST:
By:
Neill W. McArthur,Jr.. rice
Corporation Secretary its
'nance Code
In accordance w �_.,�z=r,rtisteJ Ordinance Code of the City of Jacksonville, I do
hereby certify that there is an unexpended, unencumbered and unimpounded balance in the
appropriation sufficient to cover the foregoing Agreement and that provision has been made for
the payment of the monies provided therein to be paid.
Director of Finance
Form Approved for City of Jacksonville:
See Memo_
Office of General Counsel
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Where Florida Begins.
FAX COVER SHEET
To: Jim Hanson&Donna Battle From: Ida Broadnax
Fax: 2475800 Date: Oct 15,2009
Phone: 247-5805 Pages: 18 including cover sheet
RE: Richard Grissom Contract
0 URGENT p Please Review n Please Reply El Please Comment
Comments:
Please sign the first signature page and fax it back to me at 904-830-3693.
Thanks!
OFFICE OF SPECIAL EVENTS
117 W. Duval St.. Ste. 280 I Jacksonville. FL 32202 I Phone: 904.630.3690 . Fax: 904.630.3693 . www.coj.net
821-1 l00 d 91x1-1 "MIA ZO:ZO 8002-91-130