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HomeMy WebLinkAbout2006 05 08 Consent 400 July 4 2006 WKMG COMMISSION AGENDA May 8, 2006 Regular Meeting Consent X Informational Public Hearing Regular Mgr. / Dept. Authorization ITEM 400 REQUEST: The Parks and Recreation Department is requesting the City Commission to authorize the City Manager to execute the Advertising Agreement between the City of Winter Springs and WKMG- TV (Channel 6) for July 4, 2006, Sponsors, Vendors, and Promotion. PURPOSE: The purpose of this item is to obtain Commission approval to execute the Advertising Agreement for Sponsors, Vendors and Promotion for the July 4, 2006 Event at Central Winds Park. CONSIDERATIONS: . The Parks and Recreation Supervisor of Programs and Special Events, Chris Carson, was able with the assistance of the Radio Station Sponsor Infinity Broadcasting to enter into an agreement with WKMG TV (Channel 6) to provide sponsors and promote the Winter Springs 2006, July 4th Celebration of Freedom. . WKMG will provide sponsors and vendors and pay the city $ 500.00 per sponsor. . WKMG will advertise the event on TV a minimum of 50 times. They will also create a web page to promote the event with a hyperlink to the city's event website. . WKMG will broadcast live throughout the day from Central Winds Park. . WKMG will put up banners, stage advertising, and video advertising for their sponsors. . WKMG will have a VIP Best View Section for Personnel, Advertisers and Contest Winners. . The city will provide space for advertisers, a VIP Best View Section and Live Broadcast Truck location. . The City will provide 10' x 10' tents, tables and chairs for each advertiser of WKMG. Funds are budgeted for this expense. Regular Agenda Item 400 May 8, 2006 Page 2 . WKMG-TV's sole compensation for all services rendered shall be derived from the sale of sponsorships and vendors. . Staff estimated that this agreement will provide a minimum of $ 2,000 in revenue to the city. . Due to the success of the vendors at the Spring Concert the city is promoting the Town Center Merchants and other City of Winter Springs vendors space for the July 4th Event at the cost of $ 250.00 for a 1 O'x 1 0' space and $ 350.00 for two (2) spaces. Non-food vendor spaces are also available at a cost of $ 150.00 for a IO'xIO'space. There will be one (1) exclusive alcohol vendor at a cost of $ 800.00. . The city provides the space(s), parking spots, and 1000 watts of power. The vendor must provide tent, tables, chairs and the license and insurance to the city. . The will be three entities providing sponsors/vendors for the event (The City, Infinity Radio (Mix 105.1), and WKMG TV (Channel 6). All have different fees for sponsors based on the services they are providing. All parties are working together for a smooth event. FUNDING: City will not pay anything to the TV Station. They will provide an estimated $ 2,000 to the city for event sponsors and vendors. RECOMMENDATIONS: Staff recommends the City Commission approve the authorization of the City Manager to Enter into a contract with WKMG- TV to provide sponsors, vendors, and promotion. IMPLEMENTATION SCHEDULE: June 2006 Promotion of the July 4th Celebration of Freedom on WKMG TV, Channel 6. Set up for Event. City of Winter Springs July 4th Celebration of Freedom. July 2- July 3, 2006 July 4, 2006 ATTACHMENTS: 1. City of Winter Springs, Florida, 4th of July Advertising Agreement. 2. City of Winter Springs Applications for Booths. COMMISSION ACTION: ATTACHMENT #1 CITY OF WINTER SPRINGS 4TH OF JULY ADVERTISEMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made by and between WKMG- TV (hereinafter referred to as "Producer") and the City of Winter Springs, a Florida Municipal Corporation (hereinafter referred to as "City"). WHEREAS, Producer desires to participate in the "Celebration of Freedom '06" event (hereinafter referred to as "Event") at Central Winds Park, Winter Springs, Florida; WHEREAS, City desires to promote the Event through television advertising; NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is agreed by and between Producer and City as follows: 1.0 City Responsibilities. 1.1 City hereby grants Producer the right to sell booth space at the Event to advertisers for the purpose of merchandising, sampling, distribution, or marketing of products to Event patrons. Producer warrants that any and all advertisers will not conflict with City's vendors. Location of booths shall be mutually agreed upon. 1.2 Unless otherwise requested, and separate consideration provided thereof, City shall be responsible for providing 10' x 10' tents with tables and chairs for each of Producer's advertisers. This responsibility includes, but is not limited to, ordering, delivery, set-up, removal, and payment to applicable vendors. 1.3 City agrees to provide Producer with access to the park and assistance in securing an acceptable location for its Microwave Truck for live broadcast purposes. 1.4 City agrees to provide Producer with banner positions for Producer and its advertisers on the Main Stage. City will also incorporate Producer and its advertisers on video playback on the Jumbotron. Logos will be provided by Producer. 1.5 City agrees to create a VIP "Best View" section at the Event for authorized Producer personnel, advertisers, and contest winners. This location shall be mutually agreed upon. 2.0 Producer Responsibilities. 2.1 Producer agrees to advertise the Event on WKMG- TV and its web channel Loca16.com. Producer will create 10, 15 and 30 second spots promoting the Event. Producer will cause these spots to air a minimum of fifty (50) times beginning approximately mid-June. Producer will create a web page on its web channel to promote the Event, with a hyperlink to City's Event website. Producer will rotate a series of banners and tiles driving people to that page. All web components will begin on or about Jun 6, 2006. 2.2 Producer will pay City the sum of $500 per advertiser Producer acquires to cover the costs of the tent, table, chairs, and labor. 2.3 Producer will conduct a web contest soliciting viewers to register on Local 6.com to win passes to the VIP "Best View" section at the Event. 2.4 Producer will broadcast live throughout the day from the Event, encouraging viewers to come participate in the Event. 2.5 Producer will list the Event on its weekly Community Calendar promotional spot. 3.0 Due Diligence. Producer acknowledges that it has investigated prior to the execution of this Agreement and satisfied itself as to the conditions affecting the services required hereunder, the availability of materials and labor, the cost thereof, the requirements to obtain necessary to complete the services within the time set forth herein. The Producer warrants unto the City that it has the competence and abilities to carefully, professionally, and faithfully complete the services in the manner and within the time limits proscribed herein. The Producer will perform the services with due and reasonable diligence consistent with sound professional and labor practices. 4.0 General Provisions. 4.1 Time is of the Essence. Time is of the essence of this Agreement. Non-Business Day. In the event that any period of time as set forth in this Agreement expires or any date herein occurs on a Saturday, Sunday, holiday, or other non-business day, then such date shall automatically extend to 5:00 p.m. on the next subsequent business day, excluding the day the Special Event will be held pursuant to this Agreement. 4.2 No Assignment. This Agreement shall not be assigned or transferred. 4.3 No Joint Venture; 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. Nothing herein shall create, nor be deemed to create a partnership, joint venture, or similar relationship. Neither party shall have the right to bind the other without its written consent. 4.4 Further Assurances. From and after the execution of this Agreement, each ofthe 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. 4.5 Legal Representation. The parties acknowledge that Brown, Garganese, Weiss, and D' Agresta, P.A., and other attorneys therein, have acted as counsel for City in connection with this Agreement and the transactions contemplated herein, and have not given legal advice to any party hereto other than City. 4.6 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 ofthe invalid, void, or unenforceable provision or provisions causes this Agreement to fail in its essential purposes. 4.7 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial of courts located in Seminole County, Florida, and any objections as to jurisdiction or venue in such courts being expressly waived. 4.8 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto, each party shall bear their own attorneys fees and costs. 4. 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. 4.10 Notices. Any notice, request, instruction, or other document to be given a part of this Agreement shall be in writing and shall be deemed given under the following circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepaid, certified or registered, or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledge upon transmission; and addressed as follows (or to such other person or at such other address, of which any party hereto shall have given written notice as provided herein): To City of Winter Springs: Ronald W. McLemore, City Manager 1126 East S.R. 434 Winter Springs, Florida 32708 PH: (407) 327-5957 FAX: (407) 327-4753 To Producer: WKMG- TV 4466 John Young Parkway Orlando, FL 32810 PH: (407) 445-1435 FAX: (407) 521-1208 4.11 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. 4.12 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing ofthe Producer 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 Producer. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Producer is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, the Producer shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal business hours of the Producer be open and freely exhibited to the City for the purpose of examination and/or audit. 4.13 Interpretation. Both the City and the Producer have participated in the drafting of all parts of this Agreement. As a result, it is the intent of the parties that no portion of this Agreement shall be interpreted more lrarshly against either of the parties as the drafter. 4.14 Independent Contractor. Producer shall be considered an independent contractor under this Agreement. 5.0 Entire Agreement. This Agreement, including the Addendum attached hereto, 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. 6.0 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, 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 anyone person for more than one hundred thousand dollars ($100,000.00), 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 two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 7.0 Indemnification and Hold Harmless. 7.1 To City. For all services performed pursuant to this Agreement, the Producer agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and City attorneys, from and against all claims, losses, damages, personal injuries (including but not limited to death), or liability (including reasonable attorney's fees throughaany and all administrative, trial, post judgment and appellate proceedings), directly or indirectly arising from the grossly negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from the Producer performing its responsibilities under this Agreement. 7.2 To Producer. For all services performed pursuant to this Agreement, the City agrees to the fullest extent permitted by law, to indemnify and hold harmless the Producer and its employees and officers 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 grossly negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from the City performing its responsibilities under this Agreement. 8.0 Term. The Term of this Agreement shall be from the effective date until the full completion and satisfaction of the terms and conditions of this Agreement by both parties. Except that the indemnification and hold harmless provisions in Paragraph 7.0 shall remain in full force and effect for any claims, losses, damages, personal injuries, or liability which may occur under this Agreement. 9.0 Producer's Signatory. The undersigned individuals executing this Agreement on behalf of the parties hereby represents and warrants that he/she has the full authority to sign said Agreement and fully bind the party he/she represents to the terms and conditions set forth in this Agreement. {SIGNATURE PAGE FOLLOWS} IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. AGREED to and accepted by: CITY: CITY OF WINTER SPRINGS, FL. By: Ronald W. McLemore, City Manager Date PRODUCER: WKMG-TV By: Date Print Name I Title ATTACHMENT #2 Winter Springs' Celebration of Freedom July 4, 2006 Presented by the City of Winter Springs Application for FOOD BOOTH Trade Name: Address Day Phone # Fax # Contact: City/State/Zip Evening Phone # Email # Cell # Web City of Winter Springs will provide: . Vending space 10' x 10' . 2 Parking spots in the Vendor Parking Area . 1,000 watts of electricity per vending area Vendor is responsible for: . Canopy Tent for designated space . Water source, tables, chairs, carpet for area. . Refrigeration of items Menu Items: l. 2. 3. 4. 5. (this is your signature item) Permits: You are responsible for securing all necessary permits to operate your booth. Weare in jurisdiction ofthe Seminole County Health District. Taxes: You are responsible for collecting and paying all applicable taxes. UBI # (required) The State of Florida Department of Revenue is asking that all special events provide them a list of vendors along with their State of Florida Unified Business Identification (UBI) number. Parking: Each vendor will be issued (2) on site parking passes. Parking is limited within Vendor Parking. Additional Staff is encouraged to park in surrounding parking areas such as Winter Springs High School. Application: Deadline for registration is June 16th complete, sign and date the application, Submit two photos of your product and one of your booths. Fees: There is a $250.00 fee for a 10' x 10' area, for an additional 10' x 10' space is $100.00. Please make payable to: City of Winter Springs. Vendors must sell Pepsi products only. Alcohol is not permitted. Insurance Certificate: Provide a certificate of Insurance naming the City of Winter Springs as an Additional Insured for an amount of not less than $1,000,000. The City of Winter Springs reserves the right to cease operations of vendors who disregard the rules of the event. The City of Winter Springs reserves the right to decline any application submitted by an entity, organization or business for any reason at the City's sole discretion. The Winter Springs 4th of July event tries to limit applications in a given field so as not to over saturate. Booth selection and placement may depend on the order of when applications are received upon. If you are interested in renting a tent for this event, please call Gerald Belshe at (386) 479-3663. Winter Springs' Celebration of Freedom July 4, 2006 Presented by the City of Winter Springs Application for General Vendor Trade Name: Address Day Phone # Fax # Contact: City/State/Zip Evening Phone # Email# Cell # Web City of Winter Springs will provide: · Vending space 10' x 10' · 2 Parking spots in the Vendor Parking Area Vendor is responsible for: · Canopy Tent for designated space · Ttables, chairs, carpet for area. Business Description: Permits: You are responsible for securing all necessary permits to operate your booth. Taxes: You are responsible for collecting and paying all applicable taxes. UBI # (required) The State of Florida Department of Revenue is asking that all special events provide them a list of vendors along with their State of Florida Unified Business Identification (UBI) number. Parking: Each vendor will be issued (2) on site parking passes. Parking is limited within Vendor Parking. Additional Staff is encouraged to park in surrounding parking areas such as Winter Springs High School. Application: Deadline for registration is June 16th complete, sign and date the application, Submit two photos of your product and one of your booths. Fees: There is a $150.00 fee for a 10' x 10' area, for an additional 10' x 10' space is $100.00. Please make payable to: City of Winter Springs. Vendors must sell Pepsi products only. Alcohol is not permitted. Insurance Certificate: Provide a certificate of Insurance naming the City of Winter Springs as an Additional Insured for an amount of not less than $1,000,000. The City of Winter Springs reserves the right to cease operations of vendors who disregard the rules of the event. The City of Winter Springs reserves the right to decline any application submitted by an entity, organization or business for any reason at the City's sole discretion. The Winter Springs 4th of July event tries to limit applications in a given field so as not to over saturate. Booth selection and placement may depend on the order of when applications are received upon. If you are interested in renting a tent for this event, please call Gerald Belshe at (386) 479-3663. THE ATTACHED AGREEMENT WAS FULLY EXECUTED WITH CHANGES. _~ AGREEMENT RE:C~1'V''ED JUN 0 2 2006 CITY OF WINTER SPRINGS OFFICE OF THE CITY CLERK THIS AGREEMENT (the "Agreement) is made by and between WKMG-TV, (hereinafter referred to as "Producer") and the City of Winter Springs (hereinafter referred to as "City"). WHEREAS, Producer desires to participate in the "Celebration of Freedom `06" event (hereinafter referred to as "Event"} at Central Winds Pazk, Winter Springs, Florida; WHEREAS, City desires to promote the Event through television advertising; NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is agreed by and between Producer and City as follows: 1. City hereby grants Producer the right to sell booth space at the Event to advertisers for the purpose of merchandising, sampling, distribution, or marketing of products to Event patrons. Producer warrants that any and all advertisers will not conflict with City's vendors. Location of booths shall be mutually agreed upon. 2. Unless otherwise requested, and separate consideration provide thereof, City shall be responsible for providing 14' x 10' tents with tables and chairs for each of Producer's advertisers. This responsibility includes, but is not limited to, ordering, delivery, set-up, removal, and payment to applicable vendors 3. City agrees to provide Producer with access to the pazk and assistance in securing an acceptable location for its Mircrowave Truck for live broadcast purposes. 4. City agrees to provide Producer with banner positions for Producer and its advertisers on the Main Stage. City will also incorporate Producer and its advertisers on video playback on the Jumbotron. Logos will be provided by Producer. 5. City agrees to create a VIP "Best View" section at the Event for authorized Producer personnel, advertisers, and contest winners. This location shall be mutually agreed upon. 6. Producer agrees to advertise the Event on WKMG-TV and its web channel Local6.com. Producer will create 10; 15 and 30 second spots promoting the Event. Producer will cause these spots to air a minimum of fifty (50) times beginning approximately mid-June. Producer will create a web page on its web channel to promote the Event, with a hyperlink to City's Event website. Producer will rotate a series of banners and tiles driving people to that page. All web components will begin on or about June 6, 2006. 7. Producer will pay City the sum of $500 per advertiser Producer acquires to cover the costs of the tent, table, chairs, and labor. 8. Producer will conduct a web contest soliciting viewers to register on Local6.com to win passes to the VIP "Best View" section at the Event. 9. Producer will broadcast live throughout the day from the Event, encouraging viewers to come participate in the Event. 10. Producer will list the Event on its weekly Community Calendar promotional spot. ~~ Nothing herein shall create, nor deemed to create, a partnership, joint venture, agency or similar relationship between the parties and neither party shall have the right to bind the other, without its consent, with respect to obligations to third parties except as specifically provided herein. City hereby agrees to defend, indemnify and hold Producer, its pazent company a subsidiary, affiliated and related companies of each, and the directors, officers, employees, agents and assigns of each, harmless from and against any and all damages, claims, judgments, demands, causes of action, loss, liability and expense (including, but not limited to attorneys' fees) of any nature whatsoever (whether based on tort, breach of h contract, strict liability, product liability, or patent, copyright or any other intellectual !N~~S property right infringement) resulting or arising directly or indirectly from or out of the ~ Event; or any other failure of City to comply with the obligations on City's part to be performed hereunder. ~ ~, Producer hereby agrees to defend, indemnify and hold Producer, its parent ~ company a subsidiary, affiliated and related companies of each, and the directors, officers, employees, agents and assigns of each, harmless from and against any and all damages, claims, judgments, demands, causes of action, loss, liability and expense (including, but not limited to attorneys' fees) of any nature whatsoever (whether based on tort, breach of contract, strict liability, product liability, or patent, copyright or any other intellectual property right infringement) resulting or arising directly or indirectly from this agreement; any use of the Premises by Producer or any broadcast or exhibition of any film or videotape resulting therefrom; any act or omission on the part of the Producer, its directors, officers, employees or agents; or any other failure of Producer to comply with the obligations on Producer's part to be performed hereunder. 2 AGREED to and accept~i to hy: __~ ~~~ ~ .___,_ Fo ity of Winter Springs ~ . ' - Date For WKMG-TV Date - AGREEMENT RECEIVED JUN 0 2 2006 CITY OF WINTER SPRINGS OFFICE OF THE CITY CLERK THIS AGREEMENT (the "Agreement) is made by and between WKMG-TV, (hereinafter referred to as "Producer") and the City of Winter Springs (hereinafter referred to as "City"). WHEREAS, Producer desires to participate in the "Celebration of Freedom '06" event (hereinafter referred to as "Event") at Central Winds Park, Winter Springs, Florida; WHEREAS, City desires to promote the Event through television advertising; NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is agreed by and between Producer and City as follows: 1. City hereby grants Producer the right to sell booth space at the Event to advertisers for the purpose of merchandising, sampling, distribution, or marketing of products to Event patrons. Producer warrants that any and all advertisers will not conflict with City's vendors. Location of booths shall be mutually agreed upon. 2. Unless otherwise requested, and separate consideration provide thereof, City shall be responsible for providing 10' x 10' tents with tables and chairs for each of Producer's advertisers. This responsibility includes, but is not limited to, ordering, delivery, set-up, removal, and payment to applicable vendors 3. City agrees to provide Producer with access to the park and assistance in securing an acceptable location for its Mircrowave Truck for live broadcast purposes. 4. City agrees to provide Producer with banner positions for Producer and its advertisers on the Main Stage. City will also incorporate Producer and its advertisers on video playback on the Jumbotron. Logos will be provided by Producer. 5. City agrees to create a VIP "Best View" section at the Event for authorized Producer personnel, advertisers, and contest winners. This location shall be mutually agreed upon. 6. Producer agrees to advertise the Event on WKMG- TV and its web channel Local6.com. Producer will create 10, 15 and 30 second spots promoting the Event. Producer will cause these spots to air a minimum of fifty (50) times beginning approximately mid-June. Producer will create a web page on its web channel to promote the Event, with a .. hyperlink to City's Event website. Producer will rotate a series of banners and tiles driving people to that page. All web components will begin on or about June 6, 2006. 7. Producer will pay City the sum of $500 per advertiser Producer acquires to cover the costs of the tent, table, chairs, and labor. 8. Producer will conduct a web contest soliciting viewers to register on Local6.com to win passes to the VIP "Best View" section at the Event. 9. Producer will broadcast live throughout the day from the Event, encouraging viewers to come participate in the Event. 10. Producer will list the Event on its weekly Community Calendar promotional spot. Nothing herein shall create, nor deemed to create, a partnership, joint venture, agency or similar relationship between the parties and neither party shall have the right to bind the other, without its consent, with respect to obligations to third parties except as specifically provided herein. City hereby agrees to defend, indemnify and hold Producer, its parent company a subsidiary, affiliated and related companies of each, and the directors, officers, employees, agents and assigns of each, harmless from and against any and all damages, claims, judgments, demands, causes of action, loss, liability and expense (including, but not limited to attorneys' fees) of any nature whatsoever (whether based on tort, breach of contract, strict liability, product liability, or patent, copyright or any other intellectual property right infringement) resulting or arising directly or indirectly from or out ofthe Event; or any other failure of City to comply with the obligations on City's part to be performed hereunder. Producer hereby agrees to defend, indemnify and hold Producer, its parent company a subsidiary, affiliated and related companies of each, and the directors, officers, employees, agents and assigns of each, harmless from and against any and all damages, claims, judgments, demands, causes of action, loss, liability and expense (including, but not limited to attorneys' fees) of any nature whatsoever (whether based on tort, breach of contract, strict liability, product liability, or patent, copyright or any other intellectual property right infringement) resulting or arising directly or indirectly from this agreement; any use of the Premises by Producer or any broadcast or exhibition of any film or videotape resulting therefrom; any act or omission on the part of the Producer, its directors, officers, employees or agents; or any other failure of Producer to comply with the obligations on Producer's part to be performed hereunder. 2 .. AGREED to and accepted t? by: ... ..)~.. crccf .fi ForWKMG-TV t/5poM Date ~54r;, Date 3 THE ATTACHED AGREEMENT WAS ORIGINALLY GIVEN TO THE CITY COMMISSION AT THE MAY 8, 2006 REGULAR MEETING AS CONSENT 400. THE AGENDA ITEM WAS APPROVED AND THE AGREEMENT WAS FULLY EXECUTED WITH CHANGES. ~~ C~j n~ ATTACHMENT #i ~1 ~ `~©~ / ~_.... . CITY OF WINTER SPRING 4T" OF JULY THIS AGREEMENT (the "Agreement") is made by and ee~___WKMG-TV (hereinafter referred to as "Producer") and the City of Winter Springs a Florida Municipal orpC orarion , (hereinafter referred to as "City"). WHEREAS, Producer desires to participate in the "Celebration of Freedom `05" event (hereinafter referred to as "Event") at Central Winds Park, Winter Springs, Florida; WHEREAS, City desires to promote the Event through television advertising; NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is agreed by and tween Producer and City as follows: City Responsibilities. 1.1 City hereby grants Producer the right to sell booth space at the Event to advertisers for the purpose of merchandising, sampling, distribution, or marketing of products to Event patrons. Producer warrants that any and all advertisers will not conflict with City's vendors. Location of booths shall be mutually agreed upon. 1.2 Unless otherwise requested, and separate consideration provided thereof, City shall be responsible for providing 10' x 10' tents with tables and chairs for each of Producer's advertisers. This responsibility includes, but is not limited to, ordering, delivery, set-up, removal, and payment to applicable vendors. 1.3 City agrees to provide Producer with access to the park and assistance in securing an acceptable location for its Microwave Truck for live broadcast purposes. 1.4 City agrees to provide Producer with banner positions for Producer and its advertisers on the Main Stage. City will also incorporate Producer and its advertisers on video playback on the Jumbotron. Logos will be provided by Producer. 1.5 City agrees to create a VIP "Best View" section at the Event for authorized Producer personnel, advertisers, and contest winners. This location shall be mutually agreed upon. Producer Responsibilities. 2.1 Producer agrees to advertise the Event on WKMG-TV and its web channel LocalS.com. Producer will create 10, 15 and 30 second spots promoting the Event. Producer will cause these spots to air a minimum of fifty (50) times beginning approximately mid-June. Producer will create a web page on its web channel to promote the Event, with a hyperlink to City's Event website. Producer will rotate a series of banners and tiles driving people to that page. All web components will begin on or about Jut, 2006. 2.2 Producer will pay City the sum of $500 per advertiser Producer acquires to cover the costs of the tent, table, chairs, and labor. 2.3 Producex will conduct a web contest soliciting viewers to register on Local6.com to win passes to the VIP "Best View" section at the Event: 2.4 Producer will broadcast live throughout the day from the Event, encouraging viewers to come participate in the Event. 2.5 ducer will Event on its weekly Community Calendar promotional spot. ~-----,. 3.0 Due Diligence. Producer acknowledges that it has investigated prior to the execution of tlu Agreement and satisfied itself as to the conditions affecting the services required hereunder, the availability of materials and labor, the cost thereof, the requirements to obtain necessary to complete the services within the time set forth herein. The Producer warrants unto the City that it has the competence and abilities to carefully, professionally, and faithfully complete the services in the manner and within the time limits proscribed herein. The Producer will perform the services with due and reasonable diligence consistent with sound ofessional and labor practices. 4:0. General Provisions. 4.1 Time is of the Essence. Time is of the essence of this Agreement. Non-Business Day. In the event that any pen. o orth in this Agreement expires or any date herein occurs on a Saturday, Sunday, holiday, or other non-business day, then such date shall automatically extend to 5:00 p.m. on the next subsequent business day, ~ the S ecial Event will be held pursuant to this Agreement. 4.2 No Assignment. This Agreement shall not be assigned or transferred. 4.3 No Joint Venture; 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. Nothing herein shall create, nor be deemed to create a partnership, joint venture, or \ similar relationship. Neither party shall have the right to bind the other without its written 4.4 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 maybe necessary or desirable in order to carry out the ~.` purposes and intentions of this Agreement. 4.S Legal Representation. The parties acknowledge that Brown, Garganese, Weiss, and D'Agresta, P.A., and other attorneys therein, have acted as counsel for City in connection with this Agreement and the transactions contemplated herein, and have not given legal advice to any party hereto other than City. 4.6 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. 4.7 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of FIorida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial of courts located in Seminole County, Florida, and any objections as to jurisdiction or venue in such courts being expressly waived. 4.8 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto, each party shall bear their own attorneys fees and costs. 4.9 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. 4.10 Notices. Any notice, request, instruction, or other document to be given a part of this Agreement shall be in writing and shall be deemed given under the following circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepaid, certified or registered, or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledge upon transmission; and addressed as follows (or to such other person or at such other address, of which any party hereto shall have given written notice as provided herein): To City of Winter Springs: Ronald W. McLemore, City Manager 1126 East S.R. 434 Winter Springs, Florida 32708 PH: {407) 327-5957 FAX: (407) 327-4753 To Producer: WKMG-TV 4466 John Young Parkway Orlando, FL 32810 PH: (407) 445-1435 FAX: (407) 521-1208 {1~511~ ~v ~~ ~~ ` 4. un a rts. This A reement ma be executed in an number of counte arts each of ~ ®~ 11 Co t rpa g y y rp which when so executed and delivered, shall be an original; but such counterparts shall ~~ J together constitute but one and the same instrument. 4.12 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of the Producer 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 Producer. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Producer is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, the Producer shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal business hours of the Producer be open and freely exhibited to the City for the purpose of examination andlor audit. 4.13 Interpretation. Both the City and the Producer have participated in the drafting of all parts of this Agreement. As a result, it is the intent of the parties that no portion of this Agreement shall be interpreted more lfiarshly against either of the parties as the drafter. 4.14 Independent Contractor. Producer shall be considered an independent contractor under this Agreement. 5.0 Entire Agreement. This Agreement, including the Addendum attached hereto, 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. 6.0 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, 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 one hundred thousand dollars ($100,000.00), 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 twa hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 7.0 Indemnification and Hold Harmless. 7.1 To City. For all services performed pursuant to this Agreement, the Producer agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and City 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 grossly negligent acts, errors, omissions, intentional or otherwise, ~~~;~ arising out of or resulting from the Producer performing its responsibilities under this Agreement. 7.2 To Producer. For all services performed pursuant to this Agreement, the City agrees to the fullest extent permitted by law, to undemnify and hold harmless the Producer and its employees and officers 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 grossly negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from the City performing its responsibilitiesunderthis Agreement. 8.0 Term. The Term of this Agreement shall be from the effective date until the full completion and satisfaction of the terms and conditions of this Agreement by both parties. Except that the indemnification and hold harmless provisions in Paragraph 7.0 shall remain in full force and effect for any claims, losses, damages, personal injuries, or liability which may occur under this Agreement. 9.0 Producer's Signatory. The undersigned individuals executing this Agreement on behalf of the parties hereby represents and warrants that he/she has the full authority to sign said Agreement and fully bind the party helshe represents to the terms and conditions set forth in this Agreement. 4~~~ Q~~a~~~~ ~\ {SIGNATURE PAGE FOLLOWS} IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. AGREED to and accepted by: CITY: ,~ CITY OF WINTER SPRINGS, FL. ~ By: Ronald W. McLemore, City Manager Date PRODUCER: WKMG-TV By: Date n Print Name /Title