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HomeMy WebLinkAbout2006 02 27 Consent 409 Infnity Broadcasting COMMISSION AGENDA ITEM 409 Consent X February 27,2006 Regular Meeting Mgr. / Dept. Authorization REQUEST: The Parks and Recreation Department is requesting the City Commission to authorize the City Manager to execute the agreement between the City of Winter Springs and Infinity Broadcasting for July 4, 2006, Sponsors, Vendors, and Promotion. PURPOSE: The purpose of this item is to obtain Commission approval to execute the Agreement for Sponsors, Vendors and Promotion for the July 4, 2006 Event at Central Winds Park. CONSIDERATIONS: . Last year City Staff provided Sponsors and Vendors ($ 4,300). . The Rotary Club of Winter Springs will again provide children's area and sell assorted items. The club's fund raising efforts for the Veterans Memorial Project are protected in this agreement. . The City will provide Fireworks, Main Stage with Music Entertainment. Secondary stage with Local Entertainment, Old Fashion Games, Electrical Power, Rest Rooms, Cleanup, Police and Fire (Parking and Safety), and Shuttle Bus pick up. . The entertainment will be very patriotic with all music styles. . The City will provide an exclusive food and beverage vendor for the event in exchange for $ 3,000 fee. . The City's concession will also operate during this event. . Local non-profits and partners are welcome to participate in the event but must pay the city $100.00 each and provide their own tent, tables, and chairs. Regular Agenda Item 409 February 27,2005 Page 2 . Infinity Broadcasting 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 $ 7,000 in revenue toward the event. FUNDING: City will not pay anything to the Radio Station. They will provide an estimated $ 4,000 to the City for event sponsors and vendors. The city will receive $ 3,000 from an exclusive food and beverage vendor. RECOMMENDATIONS: Staff recommends the City Commission approve the authorization of the City Manager to Enter into a contract with Infinity Broadcasting to provide sponsors, vendors, and promotion. IMPLEMENTATION SCHEDULE: May - July 2006 July 2- July 3, 2006 July 4, 2006 Promotion of the July 4th Celebration of Freedom. Set up for Event. City of Winter Springs July 4th Celebration of Freedom. A TT ACHMENTS: 1. City of Winter Springs, Florida, 4th of July Special Event Agreement. COMMISSION ACTION: ATTACHMENT #1 CITY OF WINTER SPRINGS, FLORIDA 4th OF JULY SPECIAL EVENT AGREEMENT TIDS 4th OF JULY SPECIAL EVENT AGREEMENT ("Agreement") is made and entered into as of the _day of ,2006, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation, and INFINITY RADIO, INC., a Delaware Corporation d/b/a WOMX - FM ("Contractor"). WITNESSETH: WHEREAS, City of Winter Springs desires to hold a 4th of July special event for the benefit ofthe public for purposes of celebrating Independence Day on July 4, 2006 at Central Winds Park, which is located within and owned by the City of Winter Springs; and WHEREAS, Contractor desires to contract with City to provide sponsors, vendors, and promotion support for the Special Event, as provided in this Agreement; and WHEREAS, Contractor represents and warrants to City that it has the personnel, tools, materials, and experience to provide the services as provided herein. NOW THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration to which the parties acknowledge has been received, the parties agree as follows: 1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this reference are fully incorporated into this Agreement. 2.0 General Provisions: 2.1 Definitions. a) "Agreement" or "Contract" shall mean this Agreement between City and Contractor regarding the Special Event services stated herein. b) "Advertise" shall mean the act of publicly announcing or calling attention to the Special Event and shall include, but not be limited to, the distribution of handbills or mass mailings, the use of outdoor advertising and announcements by billboard, poster, radio, television, or newspapers. c) "City Manager" shall mean the City Manager of Winter Springs, Florida, or his designee. 4th of July Special Event Agreement City of Winter Springs, Florida !Infinity Radio, Inc. Page 1 of 11 d) "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not be effective against any party until said date. e) "Public Records" is as described m Section 119.011(1), Florida Statutes. f) "City" shall mean the City of Winter Springs, a Florida Municipal Corporation and it employees, agents, and contractors. g) "Contractor" shall mean Infmity Radio, Inc., a Delaware corporation, d/b/a WOMX - FM and its employees, agents, and contractors. h) "Special Event" shall mean the outdoor 4th of July special event approved by City and held at Central Winds Park on July 4, 2006. i) "Central Winds Park" shall mean the park owned and operated by the City, which is located within the City of Winter Springs on State Road 434 and adjacent to the Winter Springs High School and Lake Jessup. 2.2 Engagement. City hereby engages Contractor and Contractor agrees to perform the services outlined in this Agreement, as the sole sponsor of the City's 4th of July special event, as provided herein. No prior or present agreements or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement. 3.0 Scope of Services. City and Contractor agree to the following provision of services in connection with the Special Event: 3.1 Fireworks. City of Winter Springs shall provide a complete fireworks production produced by a qualified pyrotechnic fireworks producer, acceptable to City Manager, to provide a fireworks display during the Special Event. The display shall be approximately 30 minutes. Notwithstanding, no provision of this Agreement shall prevent the City from exercising its police powers to cancel the fireworks display, without penalty, in the event the City deems that conditions are unsafe. 3.2 Special Event. Contractor shall advertise and promote the Special Event in cooperation with the City. In furtherance, thereof, Contractor agrees to use its best efforts to keep the City Manager informed of its plan to promote the Special Event so that City can reasonably satisfy its obligations under the 4th of July Special Event Agreement City of Winter Springs. Florida I Infinity Radio, Inc. Page 2 of 11 Agreement and reasonably address issues of public health, safety, and welfare related to the Special Event. 3.3 Food and Beverage. Contractor agrees that the City will provide food and beverage vendors for the Special Event, and food and beverage concessions at the concession building located in the center of the baseball complex at Central Winds Park. Contractor may secure Joseph Lustman as a food and/or beverage vendor for the Special Event. Alcoholic beverages shall be limited to beer and wine. 3.4 Sponsorship; Event Fees. Contractor agrees to use their best efforts to obtain sponsors for the special event. In consideration of being able to obtain said sponsors, Contractor agrees as follows: a) Contractor shall pay $ 500.00 to the City of Winter Springs for any vendor booth sold. Sponsors may sell items, provide samples, coupons, or other promotional items at the Special Event. b) Contractor shall pay $ 750.00 to the City of Winter Springs for each major sponsor package sold. A major sponsor is a party that receives additional benefits from Contractor such as on-stage mentions, additional signage, and additional space. c) Contractor shall use its best efforts to provide an automotive sponsor with the event for a $ 750.00 sponsor fee payable to the City of Winter Springs. The City shall provide the automotive sponsor with space for up to six vehicles, IOxIO tent with table, cloth and (2) chairs, signage space in park, logo on video wall and stage mentions. d) City shall provide each sponsor secured by Contractor with a lOx 10 tent with table, tablecloth and 2 chairs. Notwithstanding the above, Contractor acknowledges and agrees that the City reserves the right to reject any and all sponsors in its reasonable discretion. Further, the City shall have the right, at its discretion, to obtain local non- profits and other local partners to participate in the Special Event. The City, at its option, may provide space for these non-profits and partners to erect their own tent, table(s) and chair(s). City shall cooperate with Contractor to accommodate and coordinate the Contractor's sponsors and vendors needs in conjunction with any local non-profits or local partners secured by the City. 3.5 Professional Main and Secondary Stage of Entertainment. Contractor shall use its best efforts to provide MIX air talent to be on stage for announcements. 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 3 of II 3.6 AdvertisinglPromotion. Contractor shall provide: a) Seventy-seven (77) promos (a combo of recorded/live) June 21 st - July 4th. Sixty second recorded promos may be shared with City of Kissimmee and include approximately 20 seconds of copy dedicated to the City of Winter Springs. Promotional Value of$ 23,100. b) Twenty-Four (24) ten second recorded promos June 21st - July 4th. Promotional Value of $ 6,000. c) Include event linked from home page of www.mix1051.com for three weeks. Promotional Value of $ 1,500. City shall provide Contractor with the necessary content and data. d) Include event in a minimum of one e-mailer sent to MIX listener database. Promotional Value of$ 1,200. e) MIX 105.1 Pickin' You Up Patrol on-site at the Special Event from 5- 9pm. Promotional Value of$ 2,000. f) Pending availability, MIXI05.1 air talent on-stage to make announcements, intro bands, etc. Promotional Value -$600. The parties acknowledge that the promotional values set forth herein are an estimate of value provided by the Contractor for information purposes only and in no way represents an amount that the City is required to pay Contractor. 3.7 Kid's Games. Contractor acknowledges that the Rotary Club of Winter Springs shall provide and pay all costs and expenses associated with the kid's area designated for games that include, but are not limited to: Moonwalk, a Karaoke Tent, clowns, face painting, Carnival games, games, rock climbing wall, relay games and contests and two (2) dunk tanks, which will be located near the food concessions. The Rotary Club will receive all revenues associated with kids' games and strolling sales items. Contractor agrees that they and all sponsors/vendors they secure will not give away or sell any of the items in Exhibit #1. A copy of Exhibit "1" is attached hereto and fully incorporated herein by this reference. 3.8 City Special Event Policy. Contractor agrees to comply with the City's written Special Event Policy, if any, which is deemed applicable to the Special Event by the City Manager. 3.9 Permits. City shall obtain all local, state, and federal permits necessary to hold the Special Event. In the event that Contractor is required to obtain any goverrunent permits to perform its obligations under this Agreement, Contractor will obtain such permits with the cooperation of the City. City 4'h of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 4 of 11 shall waive all City permit fees that would be charged to Contractor for the Special Event. 4.0 Compensation; Expenses. 4.1 To Contractor. Contractor's sole compensation for all services rendered by Contractor under this Agreement shall be derived from the sale of sponsorships and vendors by Contractor to third party sponsors and vendors. 4.2 Contractor Expenses. Unless otherwise provided in this Agreement, Contractor shall pay all costs and expenses associated with sold sponsorship and vendor agreements. City shall be responsible for all other costs and expenses associated with the Special Event. 4.3 City to Provide. Subject to the Contractor's prior approval to use Contractor's logo (said approval shall not be unreasonably withheld or delayed), the City agrees to provide the following to Contractor: a) Radio partnership exclusivity to MIX 105.1 for 2006 Special Event. b) Right-of-firstrefusal to MIX 105.1 to be the exclusive radio partner for the July 4th 2007 Special Event per paragraph 15.0 of this Agreement. c) Prominent location for MIX 105.1 to have a presence at the Special Event. d) Opportunity for MIX air talent to be on-stage for announcements. e) Contractor's logo inclusion in City newsletter and City direct mail piece, if any. f) Contractor's logo inclusion on video screen at the special event. g) Contractor's logo inclusion on additional City promotional materials for the event, if any. h) Contractor's logo inclusion on bus stop signs owned by the City. i) Opportunity for Contractor to have other radio stations, owned or operated by Contractor or its affiliates, tie-in for sponsorship of special event on a case-by-case basis approved by the City. Such approval shall not be unreasonably be withheld or delayed. j) lOx 10 tent, tablecloth, and two (2) chairs for each sponsor secured by Contractor. 4th of July Special Event Agreement City of Winter Springs, Florida f Infinity Radio, Inc. Page 5 of 11 4.4 City Expenses. City shall provide the following services and facilities for the Special Event: (1) Central Winds Park on the day of Special Event and the preceding day for set-up purposes; (2) all necessary power at Central Winds Park to include: three phase 300 amp; single phase 100 amp power drop at the main stage location; additional 20 amp services as needed (each of the main drops must be isolated for use on the Special Event and set-up days); (3) rest room facilities; (4) lighting of Central Winds Park and surrounding areas; (5) City fire and police services as deemed reasonably necessary by the City Manager; (6) clean up of Central Winds Park and surrounding area; (7) parking areas and parking coordination; and (8) repair of damage incurred to Central Winds Park caused by unforeseen weather conditions. 5.0 Due Diligence. Contractor acknowledges that it has investigated prior to the execution of this Agreement and satisfied itself as to the conditions affecting the services required hereunder, the availability of materials and labor, the cost thereof, the requirements to obtain necessary to complete the services within the time set forth herein. The Contractor warrants unto the City that it has the competence and abilities to carefully, professionally, and faithfully complete the services in the manner and within the time limits proscribed herein. The Contractor will perform the services with due and reasonable diligence consistent with sound professional and labor practices. 6.0 Time is of the Essence. Time is of the essence of this Agreement. 6.1 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. 6.2 No Assignment. This Agreement shall not be assigned or transferred. 6.3 Third Party Rights. Except for the express rights granted under this Agreement to the Winter Springs Rotary Club, this Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any third parties. 6.4 Further Assurances. From and after the execution of this Agreement, each of the parties hereto shall fully cooperate with each other and perform any further act(s) and execute and deliver any further documents which may be necessary or desirable in order to carry out the purposes and intentions of this Agreement. 6.5 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 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 6 of II contemplated herein, and have not given legal advice to any party hereto other than City. 6.6 Severability. Ifany 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. 6.7 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial of courts located in Seminole County, Florida, and any objections as to jurisdiction or venue in such courts being expressly waived. 6.8 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto, the prevailing party in such litigation or controversy shall be entitled to recover from other party or parties all reasonable attorney's fees and paralegal fees, expenses and suit costs, including those associated with any appellate or post judgment collection proceedings. 6.9 Non-Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 6.10 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, orthe 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 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 7 oflI To Contractor: Infinity Radio, Inc. Earnest L. James, SVP/Market Manager 1800 Pembrook Drive, Suite 400 Orlando, FL 32810 PH: (407)919-1195 FAX: (407) 919-1141 6.11 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. 6.12 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 Contractor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or the Contractor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor 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 Contractor 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 ofthe Contractor be open and freely exhibited to the City for the purpose of examination and/or audit. 6.13 Interpretation. Both the City and the Contractor 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 harshly against either of the parties as the drafter. 6.14 Independent Contractor. Contractor shall be considered an independent contractor under this Agreement. 7.0 Entire Agreement. This Agreement, 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. 8.0 Sovereign Immunity. 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. 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 8 of II 9.0 General Liability Insurance. For all services performed hereunder, the Contractor shall purchase and maintain, at its own expense, such general liability insurance and automobile liability insurance to cover claims for damages because of bodily injury or death of any person or property damage arising in any way out of the services performed by Contractor under this Agreement. The insurance shall have minimum limits of coverage of$1 ,000,000.00 per occurrence combined single limit for bodily injury liability, and property damage. This shall include, but not be limited to, automobile liability of owned vehicles, hired and non-owned vehicles, and employee non-ownership. All insurance coverage shall be with insurer(s) approved by the City Manager and licensed by the State of Florida to engage in the business of writing insurance. The City shall be named on the foregoing insurance policies and endorsements as "additional insured." The Contractor shall cause its insurance carriers to furnish insurance certificates and endorsements specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days prior written notice to the City in compliance with other provisions ofthis Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by the Contractor in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify the Contractor in writing thereof within thirty (30) days of the date ofdelivery of such certificates and endorsements to the City. For all services performed pursuant to this Agreement and during the Special Event, the Contractor shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 10.0 Indemnification and Hold Harmless. For all services performed pursuant to this Agreement, the Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and 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 Contractor's or Contractor's agents: (1) performance of services pursuant to this Agreement; (2) failure to properly train employees and agents under Contractor's control or direction; (3) failure to remit any local, state, and federal taxes due by Contractor as a result of the Special Event; and (4) failure to properly plan, promote, manage, and operate the Special Event. The indemnification provided above shall obligate the Contractor todefend at its own expense or to provide for such defense, at the sole option of the City, as the case may be, of any and all claims of liability and all suits and actions of every name and description that may be brought against City or its employees, officers, and attorneys which may result from the services under this Agreement whether the services be performed by the Contractor or anyone directly or indirectly employed or hired by them. In all events the City shall be permitted to choose legal counsel of its sole 4th of July Special Event Agreement City of Winter Springs. Florida I Infinity Radio, Inc. Page 9 of 11 choice, the fees for which shall be subject to and included with this indemnification provided herein, as long as said fees are reasonable. 11.0 Standard of Care. In performing its services hereunder, the Contractor shall use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of its profession prac~icing in the same or similar locality. 12.0 Termination. This Agreement may be terminated by written Agreement of the parties. Notwithstanding, either party reserves the right to terminate this Agreement for the other party's substantial nonperformance of the terms and conditions of this Agreement, provided, however, the nonperforming party does not cure the nonperformance within thirty (30) calendar days after written notice from the other party specifying the nonperformance. 13.0 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 in Paragraph 10.0 shall remain in full force and effect for any claims, losses, damages, personal injuries, or liability which may occur under this Agreement. 14.0 Contractor'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. 15.0 Right of First Refusal. Provided Contractor has fully performed its responsibilities under this Agreement to the satisfaction of the City, the City agrees that Contractor shall have the right to be the first party to negotiate with the City for the 2007 City of Winter Springs contract to sponsor, vend, and promote the 4th of July Event at Central Winds Park. Said right shall automatically expire on December 30, 2006. This paragraph shall not be construed in any way as prohibiting the City from contracting with any other party for the aforementioned contract if the City and Infinity Broadcasting are unable to negotiate a mutually satisfactory agreement for the 2007 July 4th Event, within a reasonable period of time thereafter. SIGNATURE PAGE TO FOLLOW 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 10 of 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY: CONTRACTOR: CITY OF WINTER SPRINGS, FL. INFINITY RADIO, INC. By: Ronald W. McLemore, City Manager By: Earnest L. James 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 11 of 11 EXHIBIT" 1" 2006 4TH of Julv Special Event Agreement Winter Springs Rotary Club Exclusive Sales Items: Patriotic: Baseball Caps Hats Bandanas Necklaces and Bracelets (all glow n the dark items). Hand Held Fans Hand Held Flashlights (all light up devices). Yo-Yo's T-shirts Consent Agenda Item 405 February 27,2006 Page 2 3600-62100 West Force Main Rerouting project which will only be in design this year. RECOMMENDATION: It is recommended that authorization be given to enter into a contractual agreement with Florida Industrial Electric, Inc in the amount of $281,240.00 plus 10% contingency. IMPLEMENTATION SCHEDULE: The scope of work will be completed within 120 days of approval. ATTACHMENTS: 1. Agreement Form 2. CPR Engineers, Inc. Recommendation COMMISSION ACTION: to accommodate the material, article, or equipment being provided without additional cost to the OWNER. A substitute material, article, or equipment is allowed if it is reasonably equivalent to the brand name specified. The OWNER has full discretion to decide whether a substitute is reasonably equivalent. CONTRACTOR must notify the OWNER prior to use of the substitute for a specified brand name and allow the OWNER to make a determination before CONTRACTOR uses the substitute. 5. CONTRACT TIME - The CONTRACTOR shall begin work within 10 days after the issuance of a written Notice to Proceed and shall complete the work within 90 calendar days from the date of the Notice to Proceed. Extensions, if any, are authorized by OWNER, and may only be granted in writing. 6. LIQUIDA TED DAMAGES - OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not substantially complete within the time specified in Paragraph 3 above, plus any extensions thereof allowed in accordance with the General Conditions. They also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration preceding the actual loss suffered by OWNER if the Work is not substantially complete on time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay OWNER $500.00 for each day that expires after the time specified in Paragraph 5 for final completion until the work is finally complete, and that OWNER has paid to CONTRACTOR the consideration ofTen ($10.00) Dollars as consideration for this proVIsIon. 7. CONTRACT PRICE. UNIT PRICE CONTRACT - The OWNER will pay the CONTRACTOR in current funds for the performance of the work, subject to additions and deductions by Change Order, the Total Contract Price of Two Hundred Eighty-one Thousand One Hundred Twenty-four Dollars, ($ 281.124.00). Payments will be made to the CONTRACTOR for actual quantities installed on the basis of the Schedule of Unit Prices included as a part of his Bid, which shall be as fully a part of the Contract as if attached or repeated herein. 8. TERMINATION: DEFAULT BY CONTRACTOR AND OWNER'S REMEDIES- The OWNER reserves the right to revoke and terminate this Agreement and rescind all rights and privileges associated with this Agreement, without penalty, in the following circumstances, each of which shall represent a default and breach of this Agreement: a. CONTRACTOR defaults in the performance of any material covenant or condition of this Agreement and does not cure such other default within seven (7) calendar days after written notice from the OWNER specifying the default complained of, unless, however, the nature of the default is such that it cannot, in the exercise of reasonable diligence, be remedied within seven (7) calendar days, in which case the CONTRACTOR shall have such time as is reasonably necessary to remedy the default, provided the CONTRACTOR promptly takes and diligently pursues such actions as are necessary therefore; or b. CONTRACTOR is adjudicated bankrupt or makes any assignment for the benefit of creditors or CONTRACTOR becomes insolvent, or is unable or unwilling to pay its debts; or c. CONTRACTOR has acted negligently, as defined by general and applicable law, in performing the Work hereunder; or d. CONTRACTOR has committed any act offraud upon the OWNER; or e. CONTRACTOR has made a material misrepresentation offact to the OWNER while performing its obligations under this Agreement; or f CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon performance of this Agreement without prejudice to any other right, or remedy OWNER may have under this Agreement. Notwithstanding the aforementioned, in the event of a default by CONTRACTOR, the OWNER shall have the right to exercise any other remedy the OWNER may have by operation oflaw, without limitation, and without any further demand or notice. In the event of such termination, OWNER shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for Work properly performed prior to the effective date of termination 9. FORCE MAJEURE - Any delay or failure of either party in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war; sabotage; strikes (except involving CONTRACTOR's labor force); extraordinary breakdown of or damage to OWNER's affiliates' generating plants, their equipment, or facilities; court injunction or order; federal and/or state law or regulation; order by any regulatory agency; or cause or causes beyond the reasonable control of the party affected; provided that prompt notice of such delay is given by such party to the other and each of the parties hereunto shall be diligent in attempting to remove such cause or causes. If any circumstance of Force Majeure remains in effect for sixty days, either party may terminate this Agreement. 10. SEVERABILITY - In the event any portion or part thereof of this Agreement is deemed invalid, against public policy, void, or otherwise unenforceable by a court oflaw, the parties, at the sole discretion and option ofthe OWNER, shall negotiate an equitable adjustment in the affected provision of this Agreement. The validity and enforceability of the remaining parts of this Agreement shall otherwise be fully enforceable 11. PROGRESS PAYMENTS - OWNER shall make progress payments on account of the contract price to CONTRACTOR, on the basis of application for payments submitted to the OWNER or OWNER's Project Manager, by CONTRACTOR as the work progresses, and in accordance with the Contract Documents. Progress payments may be withheld if: a. Work is found defective and not remedied; b. Contractor does not make prompt and proper payments to subcontractors; c. Contractor does not make prompts and proper payments for labor, materials, or equipment furnished him; d. Another Contractor is damaged by an act for which Contractor is responsible; e. Claims or liens are filed on the job; or f In the opinion of the City of Winter Springs, Contractor's work is not progressing satisfactorily. 12. FINAL PAYMENT - OWNER shall withhold up to 10% of the Contract Price throughout the project. The OWNER shall release 50% of the amount withheld upon issuance of the Substantial Completion Certificate. The remaining 50% of the amount withheld shall be released with the Final Payment after the issuance of the Final Completion Certificate. OWNER shall make final payment to CONTRACTOR within thirty (30) days after the work is fully and properly completed, if the contract has been fully and timely performed, but subject to the condition that final payment shall not be due until CONTRACTOR has delivered to OWNER a complete release ofliens arising out the contract, or receipt releases oflien fully covering all labor, materials and equipment for which a lien could be filed, or in the alternative a bond satisfactory to OWNER indemnifying him against such claims. By making payments OWNER does not waive claims including but not limited to those relating to: a. Faulty work appearing after substantial completion has been granted; b. Work that does not comply with the Contract Documents: c. Outstanding claims ofliens; or d. Failure of Contractor to comply with any special guarantees required by the Contract Documents. 13. DE SIGNA TION OF PROJECT MANAGER OR ARCHITECT OR LANDSCAPE ARCHITECT: DUTIES AND AUTHORITY - The duties and authority of the OWNER are as follows: a. General Administration of Contract. The primary function of the OWNER is to provide the general administration of the contract. In performance of these duties, Gregory A. Bishop or his authorized representative is the OWNER's Project Manager during the entire period of construction. The OWNER (CITY) may change the Project Manager during the term of this contract. b. Inspections. Opinions. and Pro2:ress Reports. The OWNER shall be kept familiar with the progress and quality of the work by CONTRACTOR and may make periodic visits to the work site. The OWNER will not be responsible for the means of construction, or for the sequences, methods, and procedures used therein, or for the CONTRACTOR's failure to perform the work in accordance with the Contract Documents. c. Access to W orksite for Inspections. The OWNER shall be given free access to the worksite at all times during work preparation and progress. The Project Manager is not obligated to make exhaustive or continuous on site inspections to perform his duties of checking and reporting on work progress, and any such inspections shall not waive Owner's claim regarding defective work by Contractor. d. Interpretation of Contract Documents: Decisions on Disputes. The OWNER will be the initial interpreter of the contract document requirements, and make decisions on claims and disputes between Contractor and Owner. e. Reiection and Stoppa2e of Work. The OWNER shall have authority to reject work which in its opinion does not conform to the Contract Documents, and in this connection may stop the work or a portion thereof, when necessary. f Payment Certificates. The OWNER will determine the amounts owing to CONTRACTOR as the work progresses, based on CONTRACTOR's applications and OWNER's inspections and observations, and will issue certificates for progress payments and final payments in accordance with the terms of the Contract Documents. 14. PROGRESS MEETING - OWNER'S Project Manager may hold periodic progress meetings on a monthly basis, or more frequently if required by the OWNER, during the term of work entered into under this Agreement. CONTRACTOR's Project Manager and all other appropriate personnel shall attend such meetings as designated by the OWNER'S Project Manager. 15. RESPONSmILITIES OF CONTRACTOR - CONTRACTOR's duties and rights in connection with the project herein are as follows: a. Responsibility for Supervision and Construction. CONTRACTOR shall be solely responsible for all construction under this contract, including the techniques, sequences, procedures and means, for the coordination of all work. CONTRACTOR shall supervise and direct the work, and give it all attention necessary for such proper supervision and direction. b. Discipline and Emplovment. CONTRACTOR shall maintain at all times strict discipline among his employees, and he agrees not to employ for work on the project any person unfit or without sufficient skill to perform the job for which he was employed. c. Furnishin2 of Labor. Materials. etc. CONTRACTOR shall provide and pay for all labor, materials and equipment, including tools, construction equipment and machinery, utilities, including water, transportation, and all other facilities and work necessary for the proper completion of work on the project in accordance with the Contract Documents d. Payment of Taxes: Procurement of Licenses and Permits. CONTRACTOR shall secure all licenses and permits necessary for proper completion of the work, paying the fees thereof CONTRACTOR warrants that it (and subcontractors or tradesmen, if authorized in the Contract Documents) hold or will secure all trade or professional licenses required by law for CONTRACTOR to undertake the contract work. e. CONTRACTOR will provide written guarantee for work and materials for one (1) calendar year after acceptance by OWNER. 16. ASSIGNMENT - CONTRACTOR shall not assign or subcontract this Agreement, or any rights or any monies due or to become due hereunder without the prior, written consent of the OWNER. a. If upon receiving written approval from OWNER, any part of this Agreement is subcontracted by CONTRACTOR, CONTRACTOR shall be fully responsible to OWNER for all acts and/or omissions performed by the subcontractor as ifno subcontract had been made. b. If OWNER determines that any subcontractor is not performing in accordance with this Agreement, OWNER shall so notify CONTRACTOR who shall take immediate steps to remedy the situation. c. If CONTRACTOR, prior to the commencement of any Work subcontracts any part of this Agreement by the subcontractor, CONTRACTOR shall require the subcontractor to provide OWNER and its affiliates with insurance coverage as set forth by the OWNER. 17. THIRD PARTY RIGHTS - Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OWNER and CONTRACTOR. 18. PROHffiITION AGAINST CONTINGENT FEES - CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. 19. NO JOINT VENTURE - Nothing herein shall be deemed to create a joint venture or principal-agent relationship between the parties and neither party is authorized to, nor shall either party act toward third persons or the public in any manner which would indicate any such relationship with the other party. 20. INDEMNIFICATION - For all Work performed pursuant to this Agreement, the CONTRACTOR agrees to the fullest extent permitted by law, to indemnify and hold harmless the OWNER and its commissioners, employees, officers, and OWNER attorneys (individually and in their official capacity) 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 and appellate proceedings), directly or indirectly arising from: a. Any default under this Agreement by CONTRACTOR; b. Any negligent act, omission or operation of work related to all Work performed under this Agreement by CONTRACTOR, and its employees, principals, agents, independent contractors, and consultants. c. the acts, errors, omissions, intentional or otherwise, arising out of or resulting from CONTRACTOR's and its employees, partners, contractors, and agents on the performance of the Work being performed under this Agreement; d. CONTRACTOR's, and its employees, partners, contractors, and agents failure to comply with the provisions of any federal, state, or local laws, ordinance, or regulations applicable to CONTRACTOR's and its employees, partners, contractors, and agents performance under this Agreement; e. Any fraud and misrepresentation conducted by CONTRACTOR and its employees, partners, contractors, and agents on the OWNER under this Agreement. The indemnification provided above shall obligate the CONTRACTOR to defend at its own expense or to provide for such defense, at the option of the OWNER, as the case may be, of any and all claims of liability and all suits and actions of every name and description that may be brought against the OWNER or its commissioners, employees, officers, and City Attorney which may result from any negligent act, omission or operation of work related to the Work under this Agreement whether the Work be performed by the CONTRACTOR, or anyone directly or indirectly employed by them. In all events the OWNER and its commissioners, employees, officers, and City Attorney shall be permitted to choose legal counsel of its sole choice, the fees for which shall be reasonable and subject to and included with this indemnification provided herein. 21. SAFETY - CONTRACTOR shall be solely and absolutely responsible and assume all liability for the safety and supervision of its principals, employees, contractors, and agents while performing work provided hereunder. 22. CORPORATE REPRESENTATIONS BY CONTRACTOR - CONTRACTOR hereby represents and warrants to the OWNER the following: a. CONTRACTOR is duly registered and licensed to do business in the State of Florida and is in good standing under the laws of Florida, and is duly qualified and authorized to carry on the functions and operations set forth in this Agreement. b. The undersigned signatory for CONTRACTOR has the power, authority, and the legal right to enter into and perform the obligations set forth in this Agreement and all applicable exhibits thereto, and the execution, delivery, and performance hereof by CONTRACTOR has been duly authorized by the board of directors and/or president of CONTRACTOR In support of said representation CONTRACTOR agrees to provide a copy to the OWNER of a corporate certificate of good standing provided by the State of Florida prior to the execution of this Agreement. c. CONTRACTOR is duly licensed under all local, state and federal laws to provide the work stated in paragraph 1.0 herein. In support of said representation, CONTRACTOR agrees to provide a copy of all said licenses to the OWNER prior to the execution of this Agreement. 23. BOND - CONTRACTOR shall supply a materials, performance and payment bond(s) in accordance with Florida law and to the satisfaction of OWNER, in an amount specified in the Contract Documents. 24. INSURANCE - During the term of this Agreement, CONTRACTOR shall be responsible for providing the types of insurance and limits of liability as set forth below. a. The CONTRACTOR shall maintain comprehensive general liability insurance in the minimum amount of $2,000,000 as the combined single limit for each occurrence to protect the CONTRACTOR from claims of property damages which may arise from any Work performed under this Agreement whether such Work are performed by the CONTRACTOR or by anyone directly employed by or contracting with the CONTRACTOR b. The CONTRACTOR shall maintain comprehensive automobile liability insurance in the minimum amount of $2,000,000 combined single limit bodily injury and minimum $2,000,000 property damage as the combined single limit for each occurrence to protect the CONTRACTOR from claims for damages for bodily injury, including wrongful death, as well as from claims from property damage, which may arise from the ownership, use, or maintenance of owned and non-owned automobiles, including rented automobiles whether such operations be by the CONTRACTOR or by anyone directly or indirectly employed by the CONTRACTOR. c. The CONTRACTOR shall maintain, during the life of this Agreement, adequate Workers' Compensation Insurance in at least such amounts as are required by law and Employer's Liability Insurance in the minimum amount of $2,000,000 for all of its employees performing Work for the OWNER pursuant to this Agreement. Special Requirements. Current, valid insurance policies meeting the requirements herein identified shall be maintained during the term of this Agreement. A copy of a current Certificate of Insurance shall be provided to the OWNER by CONTRACTOR upon the Effective Date of this Contract which satisfied the insurance requirements of this paragraph 24. Renewal certificates shall be sent to the OWNER 30 days prior to any expiration date. There shall also be a 30-day advance written notification to the OWNER in the event of cancellation or modification of any stipulated insurance coverage. The OWNER shall be an additional named insured on all stipulated insurance policies as its interest may appear, from time to time. Independent Associates and Consultants. All independent contractors or agents employed by CONTRACTOR to perform any Work hereunder shall fully comply with the insurance provisions contained in these paragraphs for sections 21 and 24 25. MEDIATIONNENUE - The parties agree that should any dispute arise between them regarding the terms or performance of this Agreement, both parties will participate in mediation. The parties agree to equally share the cost ofthe mediator. Should the parties fail to resolve their differences through mediation, then any cause of action filed hereunder shall be filed in the Circuit or County Court for Seminole County, Florida. 26. GOVERNING LAW & VENUE - This Agreement is made and shall be interpreted, construed, governed, and enforced in accordance with the laws of the State of Florida. Venue for any state action or litigation shall be Seminole County, Florida. Venue for any federal action or litigation shall be Orlando, Florida. 27. ATTORNEY'S FEES - Should either party bring an action to enforce any of the terms of this Agreement, the prevailing party shall be entitled, to the extent permitted by law, to recover from the non-prevailing party the costs and expenses of such action including, but not limited to, reasonable attorney's fees, whether at settlement, trial or on appeal. 28. NOTICES - Any notice or approval under this Contract shall be sent, postage prepaid, to the applicable party at the address shown on the first page of this Contract. 29. WORK IS A PRIVATE UNDERTAKING - With regard to any and all Work performed hereunder, it is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the OWNER and CONTRACTOR is such that the CONTRACTOR is an independent contractor and not an agent of the OWNER. The CONTRACTOR, its contractors, partners, agents, and their employees are independent contractors and not employees ofthe OWNER. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent contractor, between the OWNER, on one hand, and the CONTRACTOR, its contractors, partners, employees, or agents, during or after the performance of the Work under this Agreement. 30. DOCUMENTS - Public Records: It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of the CONTRACTOR and its independent contractors and associates related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the OWNER or the CONTRACTOR. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the CONTRACTOR is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the OWNER's City Manager. Upon request by the OWNER, the CONTRACTOR shall promptly supply copies of said public records to the OWNER. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal working hours of the CONTRACTOR be open and freely exhibited to the OWNER for the purpose of examination and/or audit. The CONTRACTOR acknowledges that the OWNER is a Florida municipal corporation and subject to the Florida Public Records Law. CONTRACTOR agrees that to the extent any document produced by CONTRACTOR under this Agreement constitutes a Public Record;CONTRACTOR shall comply with the Florida Public Records Law 31. SOVEREIGN IMMUNITY - Nothing contained in this Agreement shall be construed as a waiver of the OWNER's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the OWNER's potential liability under state or federal law. 32. HEADINGS - Paragraph headings are for the convenience of the parties only and are not to be construed as part of this Agreement. 33. INTEGRATION: MODIFICATION - The drafting, execution, and delivery of this Agreement by the Parties has been induced by no representations, statements, warranties, or agreements other than those expressed herein. This Agreement embodies the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof unless expressly referred to herein. Modifications of this Agreement shall only be made in writing signed by both parties. 34. WAIVER AND ELECTION OF REMEDIES - Waiver by either party of any terms, or provision of this Agreement shall not be considered a waiver of that term, condition, or provision in the future. No waiver, consent, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party hereto. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be considered an original agreement; but such counterparts shall together constitute but one and the same instrument. 35. DRAFTING - OWNER and CONTRACTOR each represent that they have both shared equally in drafting this Agreement and no party shall be favored or disfavored regarding the interpretation of this Agreement in the event of a dispute between the parties. 36. NOTICE - Any notices required to be given by the terms of this Agreement shall be delivered by hand or mailed, postage prepaid to: For CONTRACTOR: For OWNER: City of Winter Springs Capitol Projects Coordinator, Public Works Department 1126 East State Road 434 Winter Springs, FL 32708 Either party may change the notice address by providing the other party written notice of the change. Signed, Sealed and Delivered in the presence of: CONTRACTOR: Awardee. Name Title Business Address City, State Zip Date OWNER: CITY OF WINTER SPRINGS By: Ronald W. McLemore City Manager 1126 East State Road 434 Winter Springs, FL. 32708 407-327-1800 A TT ACHMENT NO. 2 cph February 2, 2006 1117 East Robinson Strret Orlando, Florida 32801 Phone 407.425.0452 fax: 407.648.1036 Mr. Kipton Lockcuff, P.E. City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708 Re: City of Winter Springs Water Treatment Plant #3 - Electrical System Improvements Engineer's Bid Review CPH Project No. W04121 Dear Mr. Lockcuff: We received copies of the bid package from the City for the bidder on the above referenced project. Only one bid was received for the project. From our review of the bid tabulation, it appears that the prices from Florida Industrial Electric reflect an understanding of the work required by the plans and specifications. No mathematical errors were found in their bid and their bid package appears to be in order. There are no MBElWBE require018nts for this project In an effort to review previous related work, CPH Engineers contacted three references provided by Florida Industrial Electric. A telephone review/check of their listed references indicates that the work performed in the field was of good quality and in accordance with the specifications. We are attaching, for the City's use, a copy of the references and reference interview notes. Based on our review of the available data (completed bid package and contractor supplied references), we have no objection to the City proceeding with the award of the bid to Florida Industrial Electric in the amount of 5281.240.00. Please note that we have not reviewed any financial data as we are not accounting professionals. If such a review is required, we recommend either a review by your Finance Department or your financial adviser/accountant. The contractor bonds and insurance as required by the specifications will be reviewed prior to execution of the agreement. Please contact us if additional information is needed concerning the above. Sincerely, CPH ENGINEERS, INC Scott Breitenstein, P.E. Project Manager J:\W04121\WordlRECOMMENDATION LETTER.doc Feb 2 2006 3:34pm cph REFERENCE CHECKLIST City of Winter Springs Water Treatment Plant #3- Electrical System Improvments CITY OF WINTER SPRINGS, FLORIDA 4th OF JULY SPECIAL EVENT AGREEMENT TIDS 4th OF JULY SPECIAL EVENT AGREEMENT ("Agreement") is made and entered into as of the _day of ,2006, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation, and INFINITY RADIO, INC., a Delaware Corporation d/b/a WOMX - FM ("Contractor"). WITNESSETH: WHEREAS, City of Winter Springs desires to hold a 4th of July special event for the benefit of the public for purposes of celebrating Independence Day on July 4,2006 at Central Winds Park, which is located within and owned by the City of Winter Springs; and WHEREAS, Contractor desires to contract with City to provide sponsors, vendors, and promotion support for the Special Event, as provided in this Agreement; and WHEREAS, Contractor represents and warrants to City that it has the personnel, tools, materials, and experience to provide the services as provided herein. NOW.THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration to which the parties acknowledge has been received, the parties agree as follows: 1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this reference are fully incorporated into this Agreement. 2.0 General Provisions: 2.1 Definitions. a) "Agreement" or "Contract" shall mean this Agreement between City and Contractor regarding the Special Event services stated herein. b) "Advertise" shall mean the act of publicly announcing or calling attention to the Special Event and shall include, but not be limited to, the distribution of handbills or mass mailings, the use of outdoor advertising and announcements by billboard, poster, radio, television, or newspapers. c) "City Manager" shall mean the City Manager of Winter Springs, Florida, or his designee. 4th of July Special Event Agreement City of Winter Springs, Florid,a I Infinity Radio, Inc. Page 1 of 11 d) "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not be effective against any party until said date. e) "Public Records" is as described In Section 119.011(1), Florida Statutes. f) "City" shall mean the City of Winter Springs, a Florida Municipal Corporation and it employees, agents, and contractors. g) "Contractor" shall mean Infinity Radio, Inc., a Delaware corporation, d/b/a WOMX - FM and its employees, agents, and contractors. h) "Special Event" shall mean the outdoor 4th of July special event approved by City and held at Central Winds Park on July 4, 2006. i) "Central Winds Park" shall mean the park owned and operated by the City, which is located within the City of Winter Springs on State Road 434 and adjacent to the Winter Springs High School and Lake Jessup. 2.2 Engagement. City hereby engages Contractor and Contractor agrees to perform the services outlined in this Agreement, as the sole sponsor of the City's 4th of July special event, as provided herein. No prior or present agreements or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement. 3.0 Scope of Services. City and Contractor agree to the following provision of services in connection with the Special Event: 3.1 Fireworks. City of Winter Springs shall provide a complete fireworks production produced by a qualified pyrotechnic fireworks producer, acceptable to City Manager, to provide a fireworks display during the Special Event. The display shall be approximately 30 minutes. Notwithstanding, no provision of this Agreement shall prevent the City from exercising its police powers to cancel the fireworks display, without penalty, in the event the City deems that conditions are unsafe. 3.2 Special Event. Contractor shall advertise and promote the Special Event in cooperation with the City. In furtherance, thereof, Contractor agrees to use its best efforts to keep the City Manager informed of its plan to promote the Special Event so that City can reasonably satisfy its obligations under the 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 2 of 11 Agreement and reasonably address issues of public health, safety, and welfare related to the Special Event. 3.3 Food and Beverage. Contractor agrees that the City will provide food and beverage vendors for the Special Event, and food and beverage concessions at the concession building located in the center of the baseball complex at Central Winds Park. Contractor may secure Joseph Lustman as a food and/or beverage vendor for the Special Event. Alcoholic beverages shall be limited to beer and wine. 3.4 Sponsorship; Event Fees. Contractor agrees to use their best efforts to obtain sponsors for the special event. In consideration of being able to obtain said sponsors, Contractor agrees as follows: a} Contractor shall pay $ 500.00 to the City of Winter Springs for any vendor booth sold. Sponsors may sell items, provide samples, coupons, or other promotional items at the Special Event. b} Contractor shall pay $ 750.00 to the City of Winter Springs for each major sponsor package sold. A major sponsor is a party that receives additional benefits from Contractor such as on-stage mentions, additional signage, and additional space. c} Contractor shall use its best efforts to provide an automotive sponsor with the event for a $ 750.00 sponsor fee payable to the City of Winter Springs. The City shall provide the automotive sponsor with space for up to six vehicles, IOxlO tent with table, cloth and (2) chairs, signage space in park, logo on video wall and stage mentions. d) City shall provide each sponsor secured by Contractor with a lOx 10 tent with table, tablecloth and 2 chairs. Notwithstanding the above, Contractor acknowledges and agrees that the City reserves the right to reject any and all sponsors in its reasonable discretion. Further, the City shall have the right, at its discretion, to obtain local non- profits and other local partners to participate in the Special Event. The City, at its option, may provide space for these non-profits and partners to erect their own tent, table(s} and chair(s}. City shall cooperate with Contractor to accommodate and coordinate the Contractor's sponsors and vendors needs in conjunction with any local non-profits or local partners secured by the City. 3.5 Professional Main and Secondary Stage of Entertainment. Contractor shall use its best efforts to provide MIX air talent to be on stage for announcements. 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 3 of II 3.6 AdvertisinglPromotion. Contractor shall provide: a) Seventy-seven (77) promos (a combo of recorded/live) June 21 st - July 4th. Sixty second recorded promos may be shared with City of Kissimmee and include approximately 20 seconds of copy dedicated to the City of Winter Springs. Promotional Value of$ 23,100. b) Twenty-Four (24) ten second recorded promos June 21st - July 4th. Promotional Value of $ 6,000. c) Include event linked from home page of www.mixl051.com for three weeks. Promotional Value of$ 1,500. City shall provide Contractor with the necessary content and data. d) Include event in a minimum of one e-mailer sent to MIX listener database. Promotional Value of$ 1,200. e) MIX 105.1 Pickin' You Up Patrol on-site at the Special Event from 5- 9pm. Promotional Value of$ 2,000. f) Pending availability, MIXI05.1 air talent on-stage to make announcements, intro bands, etc. Promotional Value -$600. The parties acknowledge that the promotional values set forth herein are an estimate of value provided by the Contractor for information purposes only and in no way represents an amount that the City is required to pay Contractor. 3.7 Kid's Games. Contractor acknowledges that the Rotary Club of Winter Springs shall provide and pay all costs and expenses associated with the kid's area designated for games that include, but are not limited to: Moonwalk, a Karaoke Tent, clowns, face painting, Carnival games, games, rock climbing wall, relay games and contests and two (2) dunk tanks, which will be located near the food concessions. The Rotary Club will receive all revenues associated with kids' games and strolling sales items. Contractor agrees that they and all sponsors/vendors they secure will not give away or sell any of the items in Exhibit #1. A copy of Exhibit "1" is attached hereto and fully incorporated herein by this reference. 3.8 City Special Event Policy. Contractor agrees to comply with the City's written Special Event Policy, if any, which is deemed applicable to the Special Event by the City Manager. 3.9 Permits. City shall obtain all local, state, and federal permits necessary to hold the Special Event. In the event that Contractor is required to obtain any government permits to perform its obligations under this Agreement, Contractor will obtain such permits with the cooperation of the City. City 4th of July Special Event Agreement City of Winter Springs, Florida/Infinity Radio,lnc. Page 4 of 11 shall waive all City pennit fees that would be charged to Contractor for the Special Event. 4.0 Compensation; Expenses. 4.1 To Contractor. Contractor's sole compensation for all services rendered by Contractor under this Agreement shall be derived from the sale of sponsorships and vendors by Contractor to third party sponsors and vendors. 4.2 Contractor Expenses. Unless otherwise provided in this Agreement, Contractor shall pay all costs and expenses associated with sold sponsorship and vendor agreements. City shall be responsible for all other costs and expenses associated with the Special Event. 4.3 City to Provide. Subject to the Contractor's prior approval to use Contractor's logo (said approval shall not be unreasonably withheld or delayed), the City agrees to provide the following to Contractor: a) Radio partnership exclusivity to MIX 105.1 for 2006 Special Event. b) Right-of-first refusal to MIX 105.1 to be the exclusive radio partner for the July 4th 2007 Special Event per paragraph 15.0 of this Agreement. c) Prominent location for MIX 105.1 to have a presence at the Special Event. d) Opportunity for MIX air talent to be on-stage for announcements. e) Contractor's logo inclusion in City newsletter and City direct mail piece, if any. f) Contractor's logo inclusion on video screen at the special event. g) Contractor's logo inclusion on additional City promotional materials for the event, if any. h) Contractor's logo inclusion on bus stop signs owned by the City. i) Opportunity for Contractor to have other radio stations, owned or operated by Contractor or its affiliates, tie-in for sponsorship of special event on a case-by-case basis approved by the City. Such approval shall not be unreasonably be withheld or delayed. j) lOx 10 tent, tablecloth, and two (2) chairs for each sponsor secured by Contractor. 4th of July Special Event Agreement City of Winter Springs. Florida I Infinity Radio, Inc. Page 5 of 11 4.4 City Expenses. City shall provide the following services and facilities for the Special Event: (1) Central Winds Park on the day of Special Event and the preceding day for set-up purposes; (2) all necessary power at Central Winds Park to include: three phase 300 amp; single phase 100 amp power drop at the main stage location; additional 20 amp services as needed (each of the main drops must be isolated for use on the Special Event and set-up days); (3) rest room facilities; (4) lighting of Central Winds Park and surrounding areas; (5) City fire and police services as deemed reasonably necessary by the City Manager; (6) clean up of Central Winds Park and surrounding area; (7) parking areas and parking coordination; and (8) repair of damage incurred to Central Winds Park caused by unforeseen weather conditions. 5.0 Due Diligence. Contractor acknowledges that it has investigated prior to the execution of this Agreement and satisfied itself as to the conditions affecting the services required hereunder, the availability of materials. and labor, the cost thereof, the requirements to obtain necessary to complete the services within the time set forth herein. The Contractor warrants unto the City that it has the competence and abilities to carefully, professionally, and faithfully complete the services in the manner and within the time limits proscribed herein. The Contractor will perform the services with due and reasonable diligence consistent with sound professional and labor practices. 6.0 Time is of the Essence. Time is of the essence of this Agreement. 6.1 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. 6.2 No Assignment. This Agreement shall not be assigned or transferred. 6.3 Third Party Rights. Except for the express rights granted under this Agreement to the Winter Springs Rotary Club, this Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any third parties. 6.4 Further Assurances. From and after the execution of this Agreement, each of the parties hereto shall fully cooperate with each other and perform any further act(s) and execute and deliver any further documents which may be necessary or desirable in order to carry out the purposes and intentions of this Agreement. 6.5 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 4th of July Special Event Agreement City of Winter Springs, Florida !Infinity Radio, Inc. Page 6 of 11 contemplated herein, and have not given legal advice to any party hereto other than City. 6.6 Severability. If any provision of this Agreement is held to be invalid, void~ or unenforceable~ the remaining provisions shall nevertheless remain in full force and effect, unless the absence of the invalid~ void~ or unenforceable provision or provisions causes this Agreement to fail in its essential purposes. 6.7 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement~ exclusive jurisdiction shall be in the trial of courts located in Seminole County~ Florida~ and any objections as to jurisdiction or venue in such courts being expressly waived. 6.8 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto~ the prevailing party in such litigation or controversy shall be entitled to recover from other party or parties all reasonable attorney's fees and paralegal fees, expenses and suit costs, including those associated with any appellate or post judgment collection proceedings. 6.9 Non-Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 6.10 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, orthe 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 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 7 of 11 To Contractor: Infinity Radio, Inc. Earnest L. James, SVP/Market Manager 1800 Pembrook Drive, Suite 400 Orlando, FL 32810 PH: (407) 919-1195 FAX: (407) 919-1141 6.11 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. 6.12 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 Contractor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or the Contractor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor 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 Contractor 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 Contractor be open and freely exhibited to the City for the purpose of examination and/or audit. 6.13 Interpretation. Both the City and the Contractor 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 harshly against either of the parties as the drafter. 6.14 Independent Contractor. Contractor shall be considered an independent contractor under this Agreement. 7.0 Entire Agreement. This Agreement, 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. 8.0 Sovereign Immunity. 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. 4lh of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 8 of 11 9.0 General Liability Insurance. For all services performed hereunder, the Contractor shall purchase and maintain, at its own expense, such general liability insurance and automobile liability insurance to cover claims for damages because of bodily injury or death of any person or property damage arising in any way out of the services performed by Contractor under this Agreement. The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combined single limit for bodily injury liability, and property damage. This shall include, but not be limited to, automobile liability of owned vehicles, hired and non-owned vehicles, and employee non-ownership. All insurance coverage shall be with insurer(s) approved by the City Manager and licensed by the State of Florida to engage in the business of writing insurance. The City shall be named on the foregoing insurance policies and endorsements as "additional insured." The Contractor shall cause its insurance carriers to furnish insurance certificates and endorsements specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days prior written notice to the City in compliance with other provisions of this Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by the Contractor in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify the Contractor in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. For all services performed pursuant to this Agreement and during the Special Event, the Contractor shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 10.0 Indemnification and Hold Harmless. For all services performed pursuant to this Agreement, the Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and 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 Contractor's or Contractor' s agents: (1) performance of services pursuant to this Agreement; (2) failure to properly train employees and agents under Contractor's control or direction; (3) failure to remit any local, state, and federal taxes due by Contractor as a result of the Special Event; and (4) failure to properly plan, promote, manage, and operate the Special Event. The indemnification provided above shall obligate the Contractor to .defend at its own expense or to provide for such defense, at the sole option of the City, as the case may be, of any and all claims of liability and all suits and actions of every name and description that may be brought against City or its employees, officers, and attorneys which may result from the services under this Agreement whether the services be performed by the Contractor or anyone directly or indirectly employed or hired by them. In all events the City shall be permitted to choose legal counsel of its sole 4th of July Special Event Agreement City of Winter Springs. Florida I Infinity Radio, Inc. Page 9 of 11 choice, the fees for which shall be subject to and included with this indemnification provided herein, as long as said fees are reasonable. 11.0 Standard of Care. In performing its services hereunder, the Contractor shall use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of its profession prac~icing in the same or similar locality. 12.0 Termination. This Agreement may be terminated by written Agreement of the parties. Notwithstanding, either party reserves the right to terminate this Agreement for the other party's substantial nonperformance ofthe terms and conditions of this Agreement, provided, however, the nonperforming party does not cure the nonperformance within thirty (30) calendar days after written notice from the other party specifying the nonperformance. 13.0 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 in Paragraph 10.0 shall remain in full force and effect for any claims, losses, damages, personal injuries, or liability which may occur under this Agreement. 14.0 Contractor'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. 15.0 Right of First Refusal. Provided Contractor has fully performed its responsibilities under this Agreement to the satisfaction of the City, the City agrees that Contractor shall have the right to be the first party to negotiate with the City for the 2007 City of Winter Springs contract to sponsor, vend, and promote the 4th of July Event at Central Winds Park. Said right shall automatically expire on December 30, 2006. This paragraph shall not be construed in any way as prohibiting the City from contracting with any other party for the aforementioned contract if the City and Infinity Broadcasting are unable to negotiate a mutually satisfactory agreement for the 2007 July 4th Event, within a reasonable period oftime thereafter. SIGNATURE PAGE TO FOLLOW 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 10 of 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY: CONTRACTOR: CITY OF WINTER SPRINGS, FL. INFINITY RADIO, INC. By: Ronald W. McLemore, City Manager By: Earnest L. James 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 11 of 11 EXHIBIT "I" 2006 4TH of Julv Special Event A2reement Winter Springs Rotary Club Exclusive Sales Items: Patriotic: Baseball Caps Hats Bandanas Necklaces and Bracelets (all glow n the dark items). Hand Held Fans Hand Held Flashlights (all light up devices). Yo-Yo's T-shirts CITY OF WINTER SPRINGS, FLORIDA 4th OF JULY SPECIAL EVENT AGREEMENT TIDS 4th OF JULY SPECIAL EVENT AGREEMENT ("Agreement") is made and entered into as of the _day of ,2006, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation, and INFINITY RADIO, INC., a Delaware Corporation d/b/a WOMX - FM ("Contractor"). WITNESSETH: WHEREAS, City of Winter Springs desires to hold a 4th of July special event for the benefit of the public for purposes of celebrating Independence Day on July 4,2006 at Central Winds Park, which is located within and owned by the City of Winter Springs; and WHEREAS, Contractor desires to contract with City to provide sponsors, vendors, and promotion support for the Special Event, as provided in this Agreement; and WHEREAS, Contractor represents and warrants to City that it has the personnel, tools, materials, and experience to provide the services as provided herein. NOW -THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration to which the parties acknowledge has been received, the parties agree as follows: 1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this reference are fully incorporated into this Agreement. 2.0 General Provisions: 2.1 Definitions. a) "Agreement" or "Contract" shall mean this Agreement between City and Contractor regarding the Special Event services stated herein. b) "Advertise" shall mean the act of publicly announcing or calling attention to the Special Event and shall include, but not be limited to, the distribution of handbills or mass mailings, the use of outdoor advertising and announcements by billboard, poster, radio, television, or newspapers. c) "City Manager" shall mean the City Manager of Winter Springs, Florida, or his designee. 4th of July Special Event Agreement City of Winter Springs, Flori4a I Infinity Radio, Inc. Page I of 11 d) "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not be effective against any party until said date. e) "Public Records" is as described in Section 119.01I(1), Florida Statutes. t) "City" shall mean the City of Winter Springs, a Florida Municipal Corporation and it employees, agents, and contractors. g) "Contractor" shall mean Infinity Radio, Inc., a Delaware corporation, d/b/a WOMX - FM and its employees, agents, and contractors. h) "Special Event" shall mean the outdoor 4th of July special event approved by City and held at Central Winds Park on July 4, 2006. i) "Central Winds Park" shall mean the park owned and operated by the City, which is located within the City of Winter Springs on State Road 434 and adjacent to the Winter Springs High School and Lake Jessup. 2.2 Engagement. City hereby engages Contractor and Contractor agrees to perform the services outlined in this Agreement, as the sole sponsor of the City's 4th of July special event, as provided herein. No prior or present agreements or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement. 3.0 Scope of Services. City and Contractor agree to the following provision of services in connection with the Special Event: 3.1 Fireworks. City of Winter Springs shall provide a complete fireworks production produced by a qualified pyrotechnic fireworks producer, acceptable to City Manager, to provide a fireworks display during the Special Event. The display shall be approximately 30 minutes. Notwithstanding, no provision of this Agreement shall prevent the City from exercising its police powers to cancel the fireworks display, without penalty, in the event the City deems that conditions are unsafe. 3.2 Special Event. Contractor shall advertise and promote the Special Event in cooperation with the City. In furtherance, thereof, Contractor agrees to use its best efforts to keep the City Manager informed of its plan to promote the Special Event so that City can reasonably satisfY its obligations under the 4th of July Special Event Agreement City of Winter Springs, Florida / Infinity Radio, Inc. Page 2 of 11 Agreement and reasonably address issues of public health, safety, and welfare related to the Special Event. 3.3 Food and Beverage. Contractor agrees that the City will provide food and beverage vendors for the Special Event, and food and beverage concessions at the concession building located in the center of the baseball complex at Central Winds Park. Contractor may secure Joseph Lustman as a food and/or beverage vendor for the Special Event. Alcoholic beverages shall be limited to beer and wine. 3.4 Sponsorship; Event Fees. Contractor agrees to use their best efforts to obtain sponsors for the special event. In consideration of being able to obtain said sponsors, Contractor agrees as follows: a) Contractor shall pay $ 500.00 to the City of Winter Springs for any vendor booth sold. Sponsors may sell items, provide samples, coupons, or other promotional items at the Special Event. b) Contractor shall pay $ 750.00 to the City of Winter Springs for each major sponsor package sold. A major sponsor is a party that receives additional benefits from Contractor such as on-stage mentions, additional signage, and additional space. c) Contractor shall use its best efforts to provide an automotive sponsor with the event for a $ 750.00 sponsor fee payable to the City of Winter Springs. The City shall provide the automotive sponsor with space for up to six vehicles, lOx 1 0 tent with table, cloth and (2) chairs, signage space in park, logo on video wall and stage mentions. d) City shall provide each sponsor secured by Contractor with a lOx 10 tent with table, tablecloth and 2 chairs. Notwithstanding the above, Contractor acknowledges and agrees that the City reserves the right to reject any and all sponsors in its reasonable discretion. Further, the City shall have the right, at its discretion, to obtain local non- profits and other local partners to participate in the Special Event. The City, at its option, may provide space for these non-profits and partners to erect their own tent, table(s) and chair(s). City shall cooperate with Contractor to accommodate and coordinate the Contractor's sponsors and vendors needs in conjunction with any local non-profits or local partners secured by the City. 3.5 Professional Main and Secondary Stage of Entertainment. Contractor shall use its best efforts to provide MIX air talent to be on stage for announcements. 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 3 of 11 3.6 Advertising/Promotion. Contractor shall provide: a) Seventy-seven (77) promos (a combo ofrecordedllive) June 21st-July 4th, Sixty second recorded promos may be shared with City of Kissimmee and include approximately 20 seconds of copy dedicated to the City of Winter Springs. Promotional Value of$ 23,100. b) Twenty-Four (24) ten second recorded promos June 21st - July 4th. Promotional Value of$ 6,000. c) Include event linked from home page ofwww.mixl051.com for three weeks. Promotional Value of $ 1,500. City shall provide Contractor with the necessary content and data. d) Include event in a minimum of one e-mailer sent to MIX listener database. Promotional Value of$ 1,200. e) MIX 105.1 Pickin' You Up Patrol on-site at the Special Event from 5- 9pm. Promotional Value of$ 2,000. f) Pending availability, MIXI05.1 air talent on-stage to make announcements, intro bands, etc. Promotional Value -$600. The parties acknowledge that the promotional values set forth herein are an estimate of value provided by the Contractor for information purposes only and in no way represents an amount that the City is required to pay Contractor. 3.7 Kid's Games. Contractor acknowledges that the Rotary Club of Winter Springs shall provide and pay all costs and expenses associated with the kid's area designated for games that include, but are not limited to: Moonwalk, a Karaoke Tent, clowns, face painting, Carnival games, games, rock climbing wall, relay games and contests and two (2) dunk tanks, which will be located near the food concessions. The Rotary Club will receive all revenues associated with kids' games and strolling sales items. Contractor agrees that they and all sponsors/vendors they secure will not give away or sell any of the items in Exhibit #1. A copy of Exhibit "1" is attached hereto and fully incorporated herein by this reference. 3.8 City Special Event Policy. Contractor agrees to comply with the City's written Special Event Policy, if any, which is deemed applicable to the Special Event by the City Manager. 3.9 Permits. City shall obtain all local, state, and federal permits necessary to hold the Special Event. In the event that Contractor is required to obtain any government permits to perform its obligations under this Agreement, Contractor will obtain such permits with the cooperation of the City. City 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 4 of 11 shall waive all City permit fees that would be charged to Contractor for the Special Event. 4.0 Compensation; Expenses. 4.1 To Contractor. Contractor's sole compensation for all services rendered by Contractor under this Agreement shall be derived from the sale of sponsorships and vendors by Contractor to third party sponsors and vendors. 4.2 Contractor Expenses. Unless otherwise provided in this Agreement, Contractor shall pay all costs and expenses associated with sold sponsorship and vendor agreements. City shall be responsible for all other costs and expenses associated with the Special Event. 4.3 City to Provide. Subject to the Contractor's prior approval to use Contractor's logo (said approval shall not be unreasonably withheld or delayed), the City agrees to provide the following to Contractor: a) Radio partnership exclusivity to MIX 105.1 for 2006 Special Event. b) Right-of-first refusal to MIX 105.1 to be the exclusive radio partner for the July 4th 2007 Special Event per paragraph 15.0 of this Agreement. c) Prominent location for MIX 105.1 to have a presence at the Special Event. d) Opportunity for MIX air talent to be on-stage for announcements. e) Contractor's logo inclusion in City newsletter and City direct mail piece, if any. t) Contractor's logo inclusion on video screen at the special event. g) Contractor's logo inclusion on additional City promotional materials for the event, if any. h) Contractor's logo inclusion on bus stop signs owned by the City. i) Opportunity for Contractor to have other radio stations, owned or operated by Contractor or its affiliates, tie-in for sponsorship of special event on a case-by-case basis approved by the City. Such approval shall not be unreasonably be withheld or delayed. j) 10 x 10 tent, tablecloth, and two (2) chairs for each sponsor secured by Contractor. 4th of July Special Event Agreement City of Winter Springs. Florida I Infinity Radio, Inc. Page 5 of 11 4.4 City Expenses. City shall provide the following services and facilities for the Special Event: (1) Central Winds Park on the day of Special Event and the preceding day for set-up purposes; (2) all necessary power at Central Winds Park to include: three phase 300 amp; single phase 100 amp power drop at the main stage location; additional 20 amp services as needed (each of the main drops must be isolated for use on the Special Event and set-up days); (3) rest room facilities; (4) lighting of Central Winds Park and surrounding areas; (5) City fire and police services as deemed reasonably necessary by the City Manager; (6) clean up of Central Winds Park and surrounding area; (7) parking areas and parking coordination; and (8) repair of damage incurred to Central Winds Park caused by unforeseen weather conditions. 5.0 Due Diligence. Contractor acknowledges that it has investigated prior to the execution of this Agreement and satisfied itself as to the conditions affecting the services required hereunder, the availability of materials. and labor, the cost thereof, the requirements to obtain necessary to complete the services within the time set forth herein. The Contractor warrants unto the City that it has the competence and abilities to carefully, professionally, and faithfully complete the services in the manner and within the time limits proscribed herein. The Contractor will perform the services with due and reasonable diligence consistent with sound professional and labor practices. 6.0 Time is ofthe Essence. Time is ofthe essence of this Agreement. 6.1 Non-Business Day. In the event that any period oftime 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. 6.2 No Assignment. This Agreement shall not be assigned or transferred. 6.3 Third Party Rights. Except for the express rights granted under this Agreement to the Winter Springs Rotary Club, this Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any third parties. 6.4 Further Assurances. From and after the execution of this Agreement, each of the parties hereto shall fully cooperate with each other and perform any further act(s) and execute and deliver any further documents which may be necessary or desirable in order to carry out the purposes and intentions of this Agreement. 6.5 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 4th of July Special Event Agreement City of Winter Springs, FLorida /Infinity Radio, Inc. Page 6 of 11 contemplated herein, and have not given legal advice to any party hereto other than City. 6.6 Severability. If any provision of this Agreement is held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless remain in full force and effect, unless the absence of the invalid, void, or unenforceable provision or provisions causes this Agreement to fail in its essential purposes. 6.7 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial of courts located in Seminole County, Florida, and any objections as to jurisdiction or venue in such courts being expressly waived. 6.8 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto, the prevailing party in such litigation or controversy shall be entitled to recover from other party or parties all reasonable attorney's fees and paralegal fees, expenses and suit costs, including those associated with any appellate or post judgment collection proceedings. 6.9 Non-Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise ofthat right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 6.10 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 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 7 of 11 To Contractor: Infinity Radio, Inc. Earnest L. James, SVPlMarket Manager 1800 Pembrook Drive, Suite 400 Orlando, FL 32810 PH: (407) 919-1195 FAX: (407) 919-1141 6.11 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. 6.12 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 Contractor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or the Contractor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor 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 Contractor 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 Contractor be open and freely exhibited to the City for the purpose of examination and/or audit. 6.13 Interpretation. Both the City and the Contractor 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 harshly against either of the parties as the drafter. 6.14 Independent Contractor. Contractor shall be considered an independent contractor under this Agreement. 7.0 Entire Agreement. This Agreement, induding 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. 8.0 Sovereign Immunity. 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. 41b of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 8 of 11 9.0 General Liability Insurance. For all services performed hereunder, the Contractor shall purchase and maintain, at its own expense, such general liability insurance and automobile liability insurance to cover claims for damages because of bodily injury or death of any person or property damage arising in any way out of the services performed by Contractor under this Agreement. The insurance shall have minimum limits of coverage of$l ,000,000.00 per occurrence combined single limit for bodily injury liability, and property damage. This shall include, but not be limited to, automobile liability of owned vehicles, hired and non-owned vehicles, and employee non-ownership. All insurance coverage shall be with insurer(s) approved by the City Manager and licensed by the State of Florida to engage in the business of writing insurance. The City shall be named on the foregoing insurance policies and endorsements as "additional insured." The Contractor shall cause its insurance carriers to furnish insurance certificates and endorsements specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days prior written notice to the City in compliance with other provisions of this Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by the Contractor in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notifY the Contractor in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. For all services performed pursuant to this Agreement and during the Special Event, the Contractor shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 10.0 Indemnification and Hold Harmless. For all services performed pursuant to this Agreement, the Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and 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 Contractor's or Contractor's agents: (1) performance of services pursuant to this Agreement; (2) failure to properly train employees and agents under Contractor's control or direction; (3) failure to remit any local, state, and federal taxes due by Contractor as a result ofthe Special Event; and (4) failure to properly plan, promote, manage, and operate the Special Event. The indemnification provided above shall obligate the Contractor to.defend at its own expense or to provide for such defense, at the sole option of the City, as the case may be, of any and all claims of liability and all suits and actions of every name and description that may be brought against City or its employees, officers, and attorneys which may result from the services under this Agreement whether the services be performed by the Contractor or anyone directly or indirectly employed or hired by them. In all events the City shall be permitted to choose legal counsel of its sole 4th of July Special Event Agreement City of Winter Springs, Florida / Infinity Radio, Inc. Page 9 of 11 choice, the fees for which shall be subject to and included with this indemnification provided herein, as long as said fees are reasonable. 11.0 Standard of Care. In performing its services hereunder, the Contractor shall use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of its profession practicing in the same or similar locality. 12.0 Termination. This Agreement may be terminated by written Agreement of the parties. Notwithstanding, either party reserves the right to terminate this Agreement for the other party's substantial nonperformance of the terms and conditions of this Agreement, provided, however, the nonperforming party does not cure the nonperformance within thirty (30) calendar days after written notice from the other party specifying the nonperformance. 13.0 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 in Paragraph 10.0 shall remain in full force and effect for any claims, losses, damages, personal injuries, or liability which may occur under this Agreement. 14.0 Contractor'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. 15.0 Right of First Refusal. Provided Contractor has fully performed its responsibilities under this Agreement to the satisfaction of the City, the City agrees that Contractor shall have the right to be the first party to negotiate with the City for the 2007 City of Winter Springs contract to sponsor, vend, and promote the 4th of July Event at Central Winds Park. Said right shall automatically expire on December 30, 2006. This paragraph shall not be construed in any way as prohibiting the City from contracting with any other party for the aforementioned contract if the City and Infinity Broadcasting are unable to negotiate a mutually satisfactory agreement for the 2007 July 4th Event, within a reasonable period oftime thereafter. SIGNATURE PAGE TO FOLLOW 4th of July Special Event Agreement City of Winter Springs, Florida !Infinity Radio, Inc. Page 10 of 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY: CONTRACTOR: CITY OF WINTER SPRINGS, FL. INFINITY RADIO, INC. By: Ronald W. McLemore, City Manager By: Earnest L. James 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 11 of 11 EXHIBIT "I" 2006 4TH of Julv Special Event Ae:reement Winter Springs Rotary Club Exclusive Sales Items: Patriotic: Baseball Caps Hats Bandanas Necklaces and Bracelets (all glow n the dark items). Hand Held Fans Hand Held Flashlights (all light up devices). Yo-Yo's T-shirts , CITY OF WINTER SPRINGS, FLORIDA 4th OF JULY SPECIAL EVENT AGREEMENT Tms 4th OF JULY SPECIAL EVENT AGREEMENT ("Agreement") is made and entered into as of the day of ,2006, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation, and INFINITY RADIO, INC., a Delaware Corporation d/b/a WOMX - FM ("Contractor"). WITNESSETH: WHEREAS, City of Winter Springs desires to hold a 4th of July special event for the benefit of the public for purposes of celebrating Independence Day on July 4,2006 at Central Winds Park, which is located within and owned by the City of Winter Springs; and WHEREAS, Contractor desires to contract with City to provide sponsors, vendors, and promotion support for the Special Event, as provided in this Agreement; and WHEREAS, Contractor represents and warrants to City that it has the personnel, tools, materials, and experience to provide the services as provided herein. NOW-THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration to which the parties acknowledge has been received, the parties agree as follows: 1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this reference are fully incorporated into this Agreement. 2.0 General Provisions: 2.1 Definitions. a) "Agreement" or "Contract" shall mean this Agreement between City and Contractor regarding the Special Event services stated herein. b) "Advertise" shall mean the act of publicly announcing or calling attention to the Special Event and shall include, but not be limited to, the distribution of handbills or mass mailings, the use of outdoor advertising and announcements by billboard, poster, radio, television, or newspapers. c) "City Manager" shall mean the City Manager of Winter Springs, Florida, or his designee. 4th of July Special Event Agreement City of Winter Springs, Florid,a / Infinity Radio, Inc. Page 1 of II d) "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not be effective against any party until said date. e) "Public Records" is as described in Section 119.011 (l), Florida Statutes. f) "City" shall mean the City of Winter Springs, a Florida Municipal Corporation and it employees, agents, and contractors. g) "Contractor" shall mean Infinity Radio, Inc., a Delaware corporation, d/b/a WOMX - FM and its employees, agents, and contractors. h) "Special Event" shall mean the outdoor 4th of July special event approved by City and held at Central Winds Park on July 4, 2006. i) "Central Winds Park" shall mean the park owned and operated by the City, which is located within the City of Winter Springs on State Road 434 and adjacent to the Winter Springs High School and Lake Jessup. 2.2 Engagement. City hereby engages Contractor and Contractor agrees to perform the services outlined in this Agreement, as the sole sponsor of the City's 4th of July special event, as provided herein. No prior or present agreements or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement. 3.0 Scope of Services. City and Contractor agree to the following provision of services in connection with the Special Event: 3.1 Fireworks. City of Winter Springs shall provide a complete fireworks production produced by a qualified pyrotechnic fireworks producer, acceptable to City Manager, to provide a fireworks display during the Special Event. The display shall be approximately 30 minutes. Notwithstanding, no provision of this Agreement shall prevent the City from exercising its police powers to cancel the fireworks display, without penalty, in the event the City deems that conditions are unsafe. 3.2 Special Event. Contractor shall advertise and promote the Special Event in cooperation with the City. In furtherance, thereof, Contractor agrees to use its best efforts to keep the City Manager informed ofits plan to promote the Special Event so that City can reasonably satisfy its obligations under the 41h of July Special Event Agreement City of Winter Springs, Florida/ Infinity Radio, Inc. Page 2 of 11 Agreement and reasonably address issues orpublic health, safety, and welfare related to the Special Event. 3.3 Food and Beverage. Contractor agrees that the City will provide food and beverage vendors for the Special Event, and food and beverage concessions at the concession building located in the center of the baseball complex at Central Winds Park. Contractor may secure Joseph Lustman as a food and/or beverage vendor for the Special Event. Alcoholic beverages shall be limited to beer and wine. 3.4 Sponsorship; Event Fees. Contractor agrees to use their best efforts to obtain sponsors for the special event. In consideration of being able to obtain said sponsors, Contractor agrees as follows: a) Contractor shall pay $ 500.00 to the City of Winter Springs for any vendor booth sold. Sponsors may sell items, provide samples, coupons, or other promotional items at the Special Event. b) Contractor shall pay $ 750.00 to the City of Winter Springs for each major sponsor package sold. A major sponsor is a party that receives additional benefits from Contractor such as on-stage mentions, additional signage, and additional space. c) Contractor shall use its best efforts to provide an automotive sponsor with the event for a $ 750.00 sponsor fee payable to the City of Winter Springs. The City shall provide the automotive sponsor with space for up to six vehicles, lOx 10 tent with table, cloth and (2) chairs, signage space in park, logo on video wall and stage mentions. d) City shall provide each sponsor secured by Contractor with a lOx 10 tent with table, tablecloth and 2 chairs. . Notwithstanding the above, Contractor acknowledges and agrees that the City reserves the right to reject any and all sponsors in its reasonable discretion. Further, the City shall have the right, at its discretion, to obtain local non- profits and other local partners to participate in the Special Event. The City, at its option, may provide space for these non-profits and partners to erect their own tent, table(s) and chair(s). City shall cooperate with Contractor to accommodate and coordinate the Contractor's sponsors and vendors needs in conjunction with any local non-profits or local partners secured by the City. 3.5 Professional Main and Secondary Stage of Entertainment. Contractor shall use its best efforts to provide MIX air talent to be on stage for announcements. 4th of 1uly Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 3 of 11 3.6 AdvertisinglPromotion. Contractor shall provide: ...~ :'~.-..'" -.; a) Seventy-seven (77) promos (a combo of recorded/live) June 21 st - July 4th. Sixty second recorded promos may be shared with City of Kissimmee and include approximately 20 seconds of copy dedicated to the City of Winter Springs. Promotional Value of$ 23,100. b) Twenty-Four (24) ten second recorded promos June 21st - July 4th. Promotional Value of$ 6,000. c) Include event linked from home page of www.mix1051.com for three weeks. Promotional Value of$ 1,500. City shall provide Contractor with the necessary content and data. d) Include event in a minimum of one e-mailer sent to MIX listener database. Promotional Value of$ 1,200. e) MIX 105.1 Pickin' You Up Patrol on-site at the Special Event from 5- 9pm. Promotional Value of$ 2,000. f) Pending availability, MIXI05.1 air talent on-stage to make announcements, intro bands, etc. Promotional Value -$600. The parties acknowledge that the promotional values set forth herein are an estimate of value provided by the Contractor for information purposes only and in no way represents an amount that the City is required to pay Contractor. 3.7 Kid's Games. Contractor acknowledges that the Rotary Club of Winter Springs shall provide and pay all costs and expenses associated with the kid's area designated for games that include, but are not limited to: Moonwalk, a Karaoke Tent, clowns, face painting, Carnival games, games, rock climbing wall, relay games and contests and two (2) dunk tanks, which will be located near the food concessions. The Rotary Club will receive all revenues associated with kids' games and strolling sales items. Contractor agrees that they and all sponsors/vendors they secure will not give away or sell any of the items in Exhibit #1. A copy of Exhibit "1" is attached hereto and fully incorporated herein by this reference. 3.8 City Special Event Policy. Contractor agrees to comply with the City's written Special Event Policy, if any, which is deemed applicable to the Special Event by the City Manager. 3.9 Permits. City shall obtain all local, state, and federal permits necessary to hold the Special Event. In the event that Contractor is required to obtain any govenunent permits to perfonn its obligations under this Agreement, Contractor will obtain such pennits with the cooperation of the City. City 4th of July Special Event Agreement City of Winter Springs. Florida/Infinity Radio, Inc. Page 4 of II shall waive all City pennit fees that would be charged to Contractor for the Special Event. 4.0 Compensation; Expenses. 4.1 To Contractor. Contractor's sole compensation for all services rendered by Contractor under this Agreement shall be derived from the sale of sponsorships and vendors by Contractor to third party sponsors and vendors. 4.2 Contractor Expenses. Unless otherwise provided in this Agreement, Contractor shall pay all costs and expenses associated with sold sponsorship and vendor agreements. City shall be responsible for all other costs and expenses associated with the Special Event. 4.3 City to Provide. Subject to the Contractor's prior approval to use Contractor's logo (said approval shall not be unreasonably withheld or delayed), the City agrees to provide the following to Contractor: a) Radio partnership exclusivity to MIX 105.1 for 2006 Special Event. b) Right-of-first refusal to MIX 105.1 to be the exclusive radio partner for the July 4th 2007 Special Event per paragraph 15.0 of this Agreement. c) Prominent location for MIX 105.1 to have a presence at the Special Event. d) Opportunity for MIX air talent to be on-stage for announcements. e) Contractor's logo inclusion in City newsletter and City direct mail piece, if any. t) Contractor's logo inclusion on video screen at the special event. g) Contractor's logo inclusion on additional City promotional materials for the event, if any. h) Contractor's logo inclusion on bus stop signs owned by the City. i) Opportunity for Contractor to have other radio stations, owned or operated by Contractor or its affiliates, tie-in for sponsorship of special event on a case-by-case basis approved by the City. Such approval shall not be unreasonably be withheld or delayed. j) lOx 10 tent, tablecloth, and two (2) chairs for each sponsor secured by Contractor. 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 5 of II' 4.4 City Expenses. City shall provide the following services and facilities for the Special Event: (1) Central Winds Park on the day of Special Event and the preceding day for set-up purposes; (2) all necessary power at Central Winds Park to include: three phase 300 amp; single phase 100 amp power drop at the main stage location; additional 20 amp services as needed (each of the main drops must be isolated for use on the Special Event and set-up days); (3) rest room facilities; (4) lighting of Central Winds Park and surrounding areas; (5) City fire and police services as deemed reasonably necessary by the City Manager; (6) clean up of Central Winds Park and surrounding area; (7) parking areas and parking coordination; and (8) repair of damage incurred to Central Winds Park caused by unforeseen weather conditions. 5~0 Due Diligence. Contractor acknowledges that it has investigated prior to the execution of this Agreemep.t 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 Contractor 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 Contractor will perform the services with due and reasonable diligence consistent with sound professional and labor practices. 6.0 Time is of the Essence. Time is of the essence of this Agreement. 6.1 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. 6.2 No Assignment. This Agreement shall not be assigned or transferred. 6.3 Third Party Rights. Except for the express rights granted under this Agreement to the Winter Springs Rotary Club, this Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any third parties. 6.4 Further Assurances. From and after the execution of this Agreement, each of the parties hereto shall fully cooperate with each other and perform any further act( s) and execute and deliver any further documents which may be necessary or desirable in order to carry out the purposes and intentions of this Agreement. 6.5 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 4th of Iuly Special Event Agreement City of Winter Springs, Florida/Infinity Radio, Inc. Page 6 of II contemplated herein, and have not given legal advice to any party hereto other than City. 6.6 Severability. If any provision of this Agreement is held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless remain in full force and effect, unless the absence of the invalid, void, or unenforceable provision or provisions causes this Agreement to fail in its essential purposes. 6.7 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial of courts located in Seminole County, Florida, and any objections as to jurisdiction or venue in such courts being expressly waived. 6.8 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto, the prevailing party in such litigation or controversy shall be entitled to recover from other party or parties all reasonable attorney's fees and paralegal fees, expenses and suit costs, including those associated with any appellate or post judgment collection proceedings. 6.9 Non-Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 6.10 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 4lh of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 7 of 1\ To Contractor: Infinity Radio, Inc. Earnest L. James, SVP/Market Manager 1800 Pembrook Drive, Suite 400 Orlando, FL 32810 PH: (407) 919-1195 FAX: (407) 919-1141 6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and deliveredt shall be an original; but such counterparts shall together constitute but one and the same instrument. 6.12 Public Record. It is hereby specifically agreed that any record, document, computerized information and programt audio or video tape, photographt or other writing of the Contractor relatedt directly or indirectlYt to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or the Contractor. Said recordt documentt computerized information and program, audio or video tapet photographt or other writing of the Contractor is subject to the provisions of Chapter 119t Florida Statutest and may not be destroyed without the specific written approval of the City. Upon request by the City, the Contractor shall promptly supply copies of said public records to the City. All bookst cardst registerst receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal business hours of the Contractor be open and freely exhibited to the City for the purpose of examination and/or audit. 6.13 Interpretation. Both the City and the Contractor 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 harshly against either of the parties as the drafter. 6.14 Independent Contractor. Contractor shall be considered an independent contractor under this Agreement. 7.0 Entire Agreement. This Agreement, 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. 8.0 Sovereign Immunity. Nothing contained in this Agreement shall be construed as a waiver of the Cityts right to sovereign immunity under Section 768.28t or other limitations imposed on the Cityts potential liability under state or federal law. 41h of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 8 of II 9.0 General LiabUity Insurance. For all services performed hereunder, the Contractor shall purchase and maintain, at its own expense, such general liability insurance and automobile liability insurance to cover claims for damages because of bodily injury or death of any person or property damage arising in any way out of the services performed by Contractor under this Agreement. The insurance shall have minimum limits of coverage of$1 ,000,000.00 per occurrence combined single limit for bodily injury liability, and property damage. This shall include, but not be limited to, automobile liability of owned vehicles, hired and non-owned vehicles, and employee non-ownership. All insurance coverage shall be with insurer( s) approved by the City Manager and licensed by the State of Florida to engage in the business of writing insurance. The City shall be named on the foregoing insurance policies and endorsements as "additional insured." The Contractor shall cause its insurance carriers to furnish insurance certificates and endorsements specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days prior written notice to the City in compliance with other provisions of this Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by the Contractor in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notifY the Contractor in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. For all services performed pursuant to this Agreement and during the Special Event, the Contractor shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 10.0 Indemnification and Hold Harmless. For all services performed pursuant to this Agreement, the Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and 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 ari~ing from the grossly negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from Contractor's or Contractor's agents: (1) performance of services pursuant to this Agreement; (2) failure to properly train employees and agents under Contractor's control or direction; (3) failure to remit any local, state, and federal taxes due by Contractor as a result of the Special Event; and (4) failure to properly plan, promote, manage, and operate the Special Event. The indemnification provided above shall obligate the Contractor to.defend at its own expense or to provide for such defense, at the sole option ofthe City, as the case may be, of any and all claims of liability and all suits and actions of every name and description that may be brought against City or its employees, officers, and attorneys which may result from the services under this Agreement whether the services be performed by the Contractor or anyone directly or indirectly employed or hired by them. In all events the City shall be permitted to choose legal coUnsel of its sole 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 9 of 1I choice, the fees for which shall be subject to and included with this indemnification provided herein, as long as said fees are reasonable. 11.0 Standard of Care. In performing its services hereunder, the Contractor shall use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of its profession practicing in the same or similar locality. 12.0 Termination. This Agreement may be terminated by written Agreement of the parties. Notwithstanding, either party reserves the right to terminate this Agreement for the other party's substantial nonperformance of the terms and conditions of this Agreement, provided, however, the nonperforming party does not cure the nonperformance within thirty (30) calendar days after written notice from the other party specifying the nonperformance. 13.0 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 in Paragraph 10.0 shall remain in full force and effect for any claims, losses, damages, personal injuries, or liability which may occur under this Agreement. 14.0 Contractor's Signatory. The undersigned individuals executing this Agreement on behalf ofthe 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. 15.0 Right of First Refusal. Provided Contractor has fully performed its responsibilities under this Agreement to the satisfaction of the City, the City agrees that Contractor shall have the right to be the first party to negotiate with the City for the 2007 City of Winter Springs contract to sponsor, vend, and promote the 4th of July Event at Central Winds Park. Said right shall automatically expire on December 30, 2006. This paragraph shall not be construed in any way as prohibiting the City from contracting with any other party for the aforementioned contract if the City and Infinity Broadcasting are unable to negotiate a mutually satisfactory agreement for the 2007 July 4th Event, within a reasonable period of time thereafter. SIGNATURE PAGE TO FOLLOW 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 10 of II IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY: CONTRACTOR: CITY OF WINTER SPRINGS, FL. INFINITY RADIO, INC. By:-'~ft~ Ronald W. McLemore, City Manager By: Earnest L. James 4th of July Special Event Agreement City of Winter Springs, Florida / Infinity Radio, Inc. Page 11 of II EXHIBIT "1" 2006 4TH of Julv Special Event A2reement Winter Springs Rotary Club Exclusive Sales Items: Patriotic: Baseball Caps Hats Bandanas Necklaces and Bracelets (all glow n the dark items). Hand Held Fans Hand Held Flashlights (all light up devices). Yo-Yo's T-shirts CITY OF WINTER SPRINGS, FLORIDA 4th OF JULY SPECIAL EVENT AGREEMENT Tms 4th OF JULY SPECIAL EVENT AGREEMENT ("Agreement") is made and entered into as of the _day of ,2006, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation, and INFINITY RADIO, INC., a Delaware Corporation d/b/a WOMX - FM ("Contractor"). WITNESSETH: WHEREAS, City of Winter Springs desires to hold a 4th of July special event for the benefit ofthe public for purposes of celebrating Independence Day on July 4,2006 at Central Winds Park, which is located within and owned by the City of Winter Springs; and WHEREAS, Contractor desires to contract with City to provide sponsors, vendors, and promotion support for the Special Event, as provided in this Agreement; and WHEREAS, Contractor represents and warrants to City that it has the personnel, tools, materials, and experience to provide the services as provided herein. NOW'THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration to which the parties acknowledge has been received, the parties agree as follows: 1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this reference are fully incorporated into this Agreement. 2.0 General Provisions: 2.1 Definitions. a) "Agreement" or "Contract" shall mean this Agreement between City and Contractor regarding the Special Event services stated herein. b) "Advertise" shall mean the act of publicly announcing or calling attention to the Special Event and shall include, but not be limited to, the distribution of handbills or mass mailings, the use of outdoor advertising and announcements by billboard, poster, radio, television, or newspapers. c) "City Manager" shall mean the City Manager of Winter Springs, Florida, or his designee. 4th of July Special Event Agreement City of Winter Springs. Florid,a I Infinity Radio. Inc. Page I of 11 d) "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not be effective against any party until said date. e) "Public Records" is as described in Section 119.011(1), Florida Statutes. f) "City" shall mean the City of Winter Springs, a Florida Municipal Corporation and it employees, agents, and contractors. g) "Contractor" shaH mean Infinity Radio, Inc., a Delaware corporation, d/b/a WOMX - FM and its employees, agents, and contractors. h) "Special Event" shall mean the outdoor 4th of July special event approved by City and held at Central Winds Park on July 4, 2006. i) "Central Winds Park" shall mean the park owned and operated by the City, which is located within the City of Winter Springs on State Road 434 and adjacent to the Winter Springs High School and Lake Jessup. 2.2 Engagement. City hereby engages Contractor and Contractor agrees to perform the services outlined in this Agreement, as the sole sponsor of the City's 4th of July special event, as provided herein. No prior or present agreements or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement. 3.0 Scope of Services. City and Contractor agree to the following provision of services in connection with the Special Event: 3.1 Fireworks. City of Winter Springs shall provide a complete fireworks production produced by a qualified pyrotechnic fireworks producer, acceptable to City Manager, to provide a fireworks display during the Special Event. The display shaH be approximately 30 minutes. Notwithstanding, no provision of this Agreement shall prevent the City from exercising its police powers to cancel the fireworks display, without penalty, in the event the City deems that conditions are unsafe. 3.2 Special Event. Contractor shall advertise and promote the Special Event in cooperation with the City. In furtherance, thereof, Contractor agrees to use its best efforts to keep the City Manager informed of its plan to promote the Special Event so that City can reasonably satisfY its obligations under the 41h of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 2 of II Agreement and reasonably address issues of public health, safety, and welfare related to the Special Event. 3.3 Food and Beverage. Contractor agrees that the City will provide food and beverage vendors for the Special Event, and food and beverage concessions at the concession building located in the center of the baseball complex at Central Winds Park. Contractor may secure Joseph Lustman as a food and/or beverage vendor for the Special Event. Alcoholic beverages shall be limited to beer and wine. 3.4 Sponsorship; Event Fees. Contractor agrees to use their best efforts to obtain sponsors for the special event. In consideration of being able to obtain said sponsors, Contractor agrees as follows: a) Contractor shall pay $ 500.00 to the City of Winter Springs for any vendor booth sold. Sponsors may sell items, provide samples, coupons, or other promotional items at the Special Event. b) Contractor shall pay $ 750.00 to the City of Winter Springs for each major sponsor package sold. A major sponsor is a party that receives additional benefits from Contractor such as on-stage mentions, additional signage, and additional space. c) Contractor shall use its best efforts to provide an automotive sponsor with the event for a $ 750.00 sponsor fee payable to the City of Winter Springs. The City shall provide the automotive sponsor with space for up to six vehicles, lOx 10 tent with table, cloth and (2) chairs, signage space in park, logo on video wall and stage mentions. d) City shall provide each sponsor secured by Contractor with a lOx 10 tent with table, tablecloth and 2 chairs. Notwithstanding the above, Contractor acknowledges and agrees that the City reserves the right to reject any and all sponsors in its reasonable discretion. Further, the City shall have the right, at its discretion, to obtain local non- profits and other local partners to participate in the Special Event. The City, at its option, may provide space for these non-profits and partners to erect their own tent, table(s) and chair(s). City shall cooperate with Contractor to accommodate and coordinate the Contractor's sponsors and vendors needs in conjunction with any local non-profits or local partners secured by the City. 3.5 Professional Main and Secondary Stage of Entertainment. Contractor shall use its best efforts to provide MIX air talent to be on stage for announcements. 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 3 of 1\ 3.6 AdvertisinglPromotion. Contractor shall provide: ,,~:'~'.'.': "'. a) Seventy-seven (77) promos (a combo ofrecorded/live) June 21 st - July 4th. Sixty second recorded promos may be shared with City of Kissimmee and include approximately 20 seconds of copy dedicated to the City of Winter Springs. Promotional Value of$ 23,100. b) Twenty-Four (24) ten second recorded promos June 21st - July 4th. Promotional Value of$ 6,000. c) Include event linked from home page of www.mixl 051.com for three weeks. Promotional Value of$ 1,500. City shall provide Contractor with the necessary content and data. d) Include event in a minimum of one e-mailer sent to MIX listener database. Prol!).otional Value of$ 1,200. e) MIX 105.1 Pickin' You Up Patrol on-site at the Special Event from 5- 9pm. Promotional Value of$ 2,000. f) Pending availability, MIXI05.1 air talent on-stage to make announcements, intro bands, etc. Promotional Value -$600. The parties acknowledge that the promotional values set forth herein are an estimate of value provided by the Contractor for information purposes only and in no way represents an amount that the City is required to pay Contractor. 3.7 Kid's Games. Contractor acknowledges that the Rotary Club of Winter Springs shall provide and pay all costs and expenses associated with the kid's area designated for games that include, but are not limited to: Moonwalk, a Karaoke Tent, clowns, face painting, Carnival games, games, rock climbing wall, relay games and contests and two (2) dunk tanks, which will be located near the food concessions. The Rotary Club will receive all revenues associated with kids' games and strolling sales items. Contractor agrees that they and all sponsors/vendors they secure will not give away or sell any of the items in Exhibit #1. A copy of Exhibit "1" is attached hereto and fully incorporated herein by this reference. 3.8 City Special Event Policy. Contractor agrees to comply with the City's written Special Event Policy, if any, which is deemed applicable to the Special Event by the City Manager. 3.9 Permits. City shall obtain all local, state, and federal permits necessary to hold the Special Event. In the event that Contractor is required to obtain any government permits to perform its obligations under this Agreement, Contractor will obtain such permits with the cooperation of the City. City 4th of July Special Event Agreement City of Winter Springs. Florida/Infinity Radio,lnc. Page 4 of II shall waive all City permit fees that would be charged to Contractor for the Special Event. 4.0 Compensation; Expenses. 4.1 To Contractor. Contractor's sole compensation for all services rendered by Contractor under this Agreement shall be derived from the sale of sponsorships and vendors by Contractor to third party sponsors and vendors. 4.2 Contractor Expenses. Unless otherwise provided in this Agreement, Contractor shall pay all costs and expenses associated with sold sponsorship and vendor agreements. City shall be responsible for all other costs and expenses associated with the Special Event. 4.3 City to Provide. Subject to the Contractor's prior approval to use Contractor's logo (said approval shall not be unreasonably withheld or delayed), the City agrees to provide the following to Contractor: a) Radio partnership exclusivity to MIX 105.1 for 2006 Special Event. b) Right-of- first refusal to MIX 105.1 to be the exclusive radio partner for the July 4th 2007 Special Event per paragraph 15.0 of this Agreement. c) Prominent location for MIX 105.1 to have a presence at the Special Event. d) Opportunity for MIX air talent to be on-stage for announcements. e) Contractor's logo inclusion in City newsletter and City direct mail piece, if any. f) Contractor's logo inclusion on video screen at the special event. g) Contractor's logo inclusion on additional City promotional materials for the event, if any. h) Contractor's logo inclusion on bus stop signs owned by the City. i) Opportunity for Contractor to have other radio stations, owned or operated by Contractor or its affiliates, tie-in for sponsorship of special event on a case-by-case basis approved by the City. Such approval shall not be unreasonably be withheld or delayed. j) lOx 10 tent, tablecloth, and two (2) chairs for each sponsor secured by Contractor. 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 5 of 1\' 4.4 City Expenses. City shall provide the following services and facilities for the Special Event: (1) Central Winds Park on the day of Special Event and the preceding day for set-up purposes; (2) all necessary power at Central Winds Park to include: three phase 300 amp; single phase 100 amp power drop at the main stage location; additional 20 amp services as needed (each of the main drops must be isolated for use on the Special Event and set-up days); (3) rest room facilities; (4) lighting of Central Winds Park and surrounding areas; (5) City fire and police services as deemed reasonably necessary by the City Manager; (6) clean up of Central Winds Park and surrounding area; (7) parking areas and parking coordination; and (8) repair of damage incurred to Central Winds Park caused by unforeseen weather conditions. 5.0 Due Diligence. Contractor acknowledges that it has investigated prior to the execution of this Agreemep.t 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 Contractor 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 Contractor will perfonn the services with due and reasonable diligence consistent with sound professional and labor practices. 6.0 Time is of the Essence. Time is of the essence of this Agreement. 6.1 Non-Business Day. In the event that any period oftime 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. 6.2 No Assignment. This Agreement shall not be assigned or transferred. 6.3 Third Party Rights. Except for the express rights granted under this Agreement to the Winter Springs Rotary Club, this Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any third parties. 6.4 Further Assurances. From and after the execution of this Agreement, each of the parties hereto shall fully cooperate with each other and perfonn 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. 6.5 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 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 6 of II contemplated herein, and have not given legal advice to any party hereto other than City. 6.6 Severability. If any provision of this Agreement is held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless remain in full force and effect, unless the absence of the invalid, void, or unenforceable provision or provisions causes this Agreement to fail in its essential purposes. 6.7 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial of courts located in Seminole County, Florida, and any objections as to jurisdiction or venue in such courts being expressly waived. 6.8 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto, the prevailing party in such litigation or controversy shall be entitled to recover from other party or parties all reasonable attorney's fees and paralegal fees, expenses and suit costs, including those associated with any appellate or post judgment collection proceedings. 6.9 Non-Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 6.1 0 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 4lh of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio. Inc. Page 7 of 11 To Contractor: Infinity Radio, Inc. Earnest L. James, SVPlMarket Manager 1800 Pembrook Drive, Suite 400 Orlando, FL 32810 PH: (407) 919-1195 FAX: (407) 919-1141 6.11 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. 6.12 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 Contractor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or the Contractor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor 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 Contractor 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 Contractor be open and freely exhibited to the City for the purpose of examination and/or audit. 6.13 Interpretation. Both the City and the Contractor 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 harshly against either of the parties as the drafter. 6.14 Independent Contractor. Contractor shall be considered an independent contractor under this Agreement. 7.0 Entire Agreement. This Agreement, 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. 8.0 Sovereign Immunity. 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. 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 8 of 11 9.0 General Liability Insurance. For all services performed hereunder, the Contractor shall pmchase and maintain, at its own expense, such general liability insurance and automobile liability insurance to cover claims for damages because of bodily injury or death of any person or property damage arising in any way out of the services performed by Contractor under this Agreement. The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combined single limit for bodily injury liability, and property damage. This shall include, but not be limited to, automobile liability of owned vehicles, hired and non-owned vehicles, and employee non-ownership. All insurance coverage shall be with insurer(s) approved by the City Manager and licensed by the State of Florida to engage in the business of writing insurance. The City shall be named on the foregoing insurance policies and endorsements as "additional insured." The Contractor shall cause its insurance carriers to furnish insurance certificates and endorsements specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days prior written notice to the City in compliance with other provisions of this Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by the Contractor in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify the Contractor in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. For all services performed pursuant to this Agreement and during the Special Event, the Contractor shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 10.0 Indemnification and Hold Harmless. For all services performed pursuant to this Agreement, the Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and 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 Contractor's or Contractor's agents: (1) performance of services pursuant to this Agreement; (2) failure to properly train employees and agents under Contractor's control or direction; (3) failure to remit any local, state, and federal taxes due by Contractor as a result of the Special Event; and (4) failure to properly plan, promote, manage, and operate the Special Event. The indemnification provided above shall obligate the Contractor tO,defend at its own expense or to provide for such defense, at the sole option of the City, as the case may be, of any and all claims of liability and all suits and actions of every name and description that may be brought against City or its employees, officers, and attorneys which may result from the services under this Agreement whether the services be performed by the Contractor or anyone directly or indirectly employed or hired by them. In all events the City shall be permitted to choose legal coUnsel of its sole 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 9 of II choice, the fees for which shall be subject to and included with this indemnification provided herein, as long as said fees are reasonable. 11.0 Standard of Care. In performing its services hereunder, the Contractor shall use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of its profession practicing in the same or similar locality. 12.0 Termination. This Agreement may be terminated by written Agreement of the parties. Notwithstanding, either party reserves the right to terminate this Agreement for the other party's substantial nonperformance of the terms and conditions of this Agreement, provided, however, the nonperforming party does not cure the nonperformance within thirty (30) calendar days after written notice from the other party specifying the nonperformance. 13.0 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 in Paragraph 10.0 shall remain in full force and effect for any claims, losses, damages, personal injuries, or liability which may occur under this Agreement. 14.0 Contractor's Signatory. The undersigned individuals executing this Agreement on behalf of the parties hereby represents and warrants that helshe 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. 15.0 Right of First Refusal. Provided Contractor has fully performed its responsibilities under this Agreement to the satisfaction of the City, the City agrees that Contractor shall have the right to be the first party to negotiate with the City for the 2007 City of Winter Springs contract to sponsor, vend, and promote the 4th of July Event at Central Winds Park. Said right shall automatically expire on December 30, 2006. This paragraph shall not be construed in any way as prohibiting the City from contracting with any other party for the aforementioned contract if the City and Infinity Broadcasting are unable to negotiate a mutually satisfactory agreement for the 2007 July 4th Event, within a reasonable period of time thereafter. SIGNATURE PAGE TO FOLLOW 4th of Iuly Special Event Agreement City of Winter Springs, Florida / Infinity Radio, Inc. Page 10 of II IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY: CONTRACTOR: CITY OF WINTER SPRINGS, FL. INFINITY RADIO, INC. By: ;?~1Vf ~~ Ronald W. McLemore, City Manager By: Earnest L. James 4t~ of July Special Event Agreement City of Winter Springs, Florida / Infinity Radio, Inc. Page II of 11 EXHIBIT "1" 2006 4TH of Julv Special Event A2reement Winter Springs Rotary Club Exclusive Sales Items: Patriotic: Baseball Caps Hats Bandanas Necklaces and Bracelets (all glow n the dark items). Hand Held Fans Hand Held Flashlights (all light up devices). Yo-Yo's T-shirts Park~ & Recreation Dept. TO: FROM: RE: DATE: CITY OF WINTER SPRINGS, FLORIDA RECEIVED MAR 2 1 2006 CITY OF WINTER SPRINGS OFFICE OF THE CITY CLERK 1126 EAST STATE ROAD 434 WINTER SPRINGS, FLORIDA 32708-2799 Telephone: (407) 327-6599 Fax: (407) 327-4763 MEMORANDUM Andrea Lorenzo-Luaces, City Clerk eO Attached is the original fully executed 4th of July Special Event Agreement for your files. It was approved by the City Commission on February 27, 2006, Consent Item 409. Thank you. Chuck Pula, Parks and Recreation Director Original fully executed 4th of July Special Event Agreement March 21, 2006 CITY OF WINTER SPRINGS, FLORIDA 4th OF JULY SPECIAL EVENT AGREEMENT Tms 4th OF JULY SPECIAL EVENT AGREEMENT ("Agreement") is made and entered into as of the Nday of ylia r ch ,2006, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation. and INFINITY RADIO, INC., a Delaware Corporation d/b/a WOMX - FM ("Contractor"). WITNESSETH: WHEREAS, City of Winter Springs desires to hold a 4th of July special event for the benefit of the public for purposes of celebrating Independence Day on July 4.2006 at Central Winds Park. which is located within and owned by the City of Winter Springs; and WHEREAS, Contractor desires to contract with City to provide sponsors. vendors. and promotion support for the Special Event. as provided in this Agreement; and WHEREAS. Contractor represents and warrants to City that it has the personnel. tools, materials, and experience to provide the services as provided herein. NOW, THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration to which the parties acknowledge has been received, the parties agree as follows: 1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this reference are fully incorporated into this Agreement. 2.0 General Provisions: 2.1 Definitions. a) "Agreement" or "Contract" shall mean this Agreement between City and Contractor regarding the Special Event services stated herein. b) "Advertise" shall mean the act of publicly announcing or calling attention to the Special Event and shall include, but not be limited to. the distribution of handbills or mass mailings. the use of outdoor advertising and announcements by billboard. poster, radio, television, or newspapers. c) "City Manager" shall mean the City Manager of Winter Springs. Florida. or his designee. 4th of July Special Event Agreement City of Winter Springs, Florid,a I Infinity Radio, Inc. Page I of II d) "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not be effective against any party until said date. e) "Public Records" is as described in Section 119.011(1), Florida Statutes. f) "City" shall mean the City of Winter Springs, a Florida Municipal Corporation and it employees, agents, and contractors. g) "Contractor" shall mean Infinity Radio, Inc., a Delaware corporation, d/b/a WOMX - FM and its employees, agents, and contractors. h) "Special Event" shall mean the outdoor 4th of July special event approved by City and held at Central Winds Park on July 4, 2006. i) "Central Winds Park" shall mean the park owned and operated by the City, which is located within the City of Winter Springs on State Road 434 and adjacent to the Winter Springs High School and Lake Jessup. 2.2 Engagement. City hereby engages Contractor and Contractor agrees to perform the services outlined in this Agreement, as the sole sponsor of the City's 4th of July special event, as provided herein. No prior or present agreements or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement. 3.0 Scope of Services. City and Contractor agree to the following provision of services in connection with the Special Event: 3.1 Fireworks. City of Winter Springs shall provide a complete fireworks production produced by a qualified pyrotechnic fireworks producer, acceptable to City Manager, to provide a fireworks display during the Special Event. The display shall be approximately 30 minutes. Notwithstanding, no provision of this Agreement shall prevent the City from exercising its police powers to cancel the fireworks display, without penalty, in the event the City deems that conditions are unsafe. 3.2 Special Event. Contractor shall advertise and promote the Special Event in cooperation with the City. In furtherance, thereof, Contractor agrees to use its best efforts to keep the City Manager informed of its plan to promote the Special Event so that City can reasonably satisfY its obligations under the 4lh of July Special Event Agreement City of Winter Springs, Florida / Infinity Radio, Inc. Page 2 of 11 Agreement and reasonably address issues of public health, safety, and welfare related to the Special Event. 3.3 Food and Beverage. Contractor agrees that the City will provide food and beverage vendors for the Special Event, and food and beverage concessions at the concession building located in the center of the baseball complex at Central Winds Park. Contractor may secure Joseph Lustman as a food and/or beverage vendor for the Special Event. Alcoholic beverages shall be limited to beer and wine. 3.4 Sponsorship; Event Fees. Contractor agrees to use their best efforts to obtain sponsors for the special event. In consideration of being able to obtain said sponsors, Contractor agrees as follows: a) Contractor shall pay $ 500.00 to the City of Winter Springs for any vendor booth sold. Sponsors may sell items, provide samples, coupons, or other promotional items at the Special Event. b) Contractor shall pay $ 750.00 to the City of Winter Springs for each major sponsor package sold. A major sponsor is a party that receives additional benefits from Contractor such as on-stage mentions, additional signage, and additional space. c) Contractor shall use its best efforts to provide an automotive sponsor with the event for a $ 750.00 sponsor fee payable to the City of Winter Springs. The City shall provide the automotive sponsor with space for up to six vehicles, 10xl0 tent with table, cloth and (2) chairs, signage space in park, logo on video wall and stage mentions. d) City shall provide each sponsor secured by Contractor with a lOx 10 tent with table, tablecloth and 2 chairs. Notwithstanding the above, Contractor acknowledges and agrees that the City reserves the right to reject any and all sponsors. in its reasonable discretion. Further, the City shall have the right, at its discretion, to obtain local non- profits and other local partners to participate in the Special Event. The City, at its option, may provide space for these non-profits and partners to erect their own tent, table(s) and chair(s). City shall cooperate with Contractor to accommodate and coordinate the Contractor's sponsors and vendors needs in conjunction with any local non-profits or local partners secured by the City. 3.5 Professional Main and Secondary Stage of Entertainment. Contractor shall use its best efforts to provide MIX air talent to be on stage for announcements. 4th of July Special Event Agreement City of Winter Springs, Florida / Infinity Radio, Inc. Page 3 of 11 3.6 AdvertisinglPromotion. Contractor shall provide: a) Seventy-seven (77) promos (a combo of recorded/live) June 21 st_ July 4th. Sixty second recorded promos may be shared with City of Kissimmee and include approximately 20 seconds of copy dedicated to the City of Winter Springs. Promotional Value of$ 23,100. b) Twenty-Four (24) ten second recorded promos June 21st - July 4th. Promotional Value of$ 6,000. c) Include event linked from home page of www.mixl 051.com for three weeks. Promotional Value of$ 1,500. City shall provide Contractor with the necessary content and data. d) Include event in a minimum of one e-mailer sent to MIX listener database. Promotional Value of$ 1,200. e) MIX 105.1 Pickin' You Up Patrol on-site at the Special Event from 5- 9pm. Promotional Value of$ 2,000. f) Pending availability, MIXI05.1 air talent on-stage to make announcements, intro bands, etc. Promotional Value -$600. The parties acknowledge that the promotional values set forth herein are an estimate of value provided by the Contractor for information purposes only and in no way represents an amount that the City is required to pay Contractor. 3.7 Kid's Games. Contractor acknowledges that the Rotary Club of Winter Springs shall provide and pay all costs and expenses associated with the kid's area designated for games that include, but are not limited to: Moonwalk, a Karaoke Tent, clowns, face painting, Carnival games, games, rock climbing wall, relay games and contests and two (2) dunk tanks, which will be located near the food concessions. The Rotary Club will receive all revenues associated with kids' games and strolling sales items. Contractor agrees that they and all sponsors/vendors they secure will not give away or sell any of the items in Exhibit #1. A copy of Exhibit "1" is attached hereto and fully incorporated herein by this reference. 3.8 City Special Event Policy. Contractor agrees to comply with the City's written Special Event Policy, if any, which is deemed applicable to the Special Event by the City Manager. 3.9 Permits. City shall obtain all local, state, and federal permits necessary to hold the Special Event. In the event that Contractor is required to obtain any government permits to perform its obligations under this Agreement, Contractor will obtain such permits with the cooperation of the City. City 4th of July Special Event Agreement City of Winter Springs. Florida !Infinity Radio, Inc. Page 4 oftt shall waive all City permit fees that would be charged to Contractor for the Special Event. 4.0 Compensation; Expenses. 4.1 To Contractor. Contractor's sole compensation for all services rendered by Contractor under this Agreement shall be derived from the sale of sponsorships and vendors by Contractor to third party sponsors and vendors. 4.2 Contractor Expenses. Unless otherwise provided in this Agreement, Contractor shall pay all costs and expenses associated with sold sponsorship and vendor agreements. City shall be responsible for all other costs and expenses associated with the Special Event. 4.3 City to Provide. Subject to the Contractor's prior approval to use Contractor's logo (said approval shall not be unreasonably withheld or delayed), the City agrees to provide the following to Contractor: a) Radio partnership exclusivity to MIX 105.1 for 2006 Special Event. b) Right-of-first refusal to MIX 105.1 to be the exclusive radio partner for the July 4th 2007 Special Event per paragraph 15.0 of this Agreement. c) Prominent location for MIX 105.1 to have a presence at the Special Event. d) Opportunity for MIX air talent to be on-stage for announcements. e) Contractor's logo inclusion in City newsletter and City direct mail piece, if any. t) Contractor's logo inclusion on video screen at the special event. g) Contractor's logo inclusion on additional City promotional materials for the event, if any. h) Contractor's logo inclusion on bus stop signs owned by the Cfty. i) Opportunity for Contractor to have other radio stations, owned or operated by Contractor or its affiliates, tie-in for sponsorship of special event on a case-by-case basis approved by the City. Such approval shall not be unreasonably be withheld or delayed. j) lOx 10 tent, tablecloth, and two (2) chairs for each sponsor secured by Contractor. 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 5 of 11' 4.4 City Expenses. City shall provide the following services and facilities for the Special Event: (1) Central Winds Park on the day of Special Event and the preceding day for set-up purposes; (2) all necessary power at Central Winds Park to include: three phase 300 amp; single phase 100 amp power drop at the main stage location; additional 20 amp services as needed (each of the main drops must be isolated for use on the Special Event and set-up days); (3) rest room facilities; (4) lighting of Central Winds Park and surrounding areas; (5) City fire and police services as deemed reasonably necessary by the City Manager; (6) clean up of Central Winds Park and surrounding area; (7) parking areas and parking coordination; and (8) repair of damage incurred to Central Winds Park caused by unforeseen weather conditions. 5.0 Due Diligence. Contractor acknowledges that it has investigated prior to the execution of this Agreemept 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 Contractor 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 Contractor will perfonn the services with due and reasonable diligence consistent with sound professional and labor practices. 6.0 Time is of the Essence. Time is of the essence of this Agreement. 6.1 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. 6.2 No Assignment. This Agreement shall not be assigned or transferred. 6.3 Third Party Rights. Except for the express rights granted under this Agreement to the Winter Springs Rotary Club, this Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any third parties. 6.4 Further Assurances. From and after the execution of this Agreement, each of the parties hereto shall fully cooperate with each other and perfonn 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. 6.5 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 4th of July Special Event Agreement City of Winter Springs. Florida I Infinity Radio, Inc. Page 6 of 11 contemplated hereint and have not given legal advice to any party hereto other than City. 6.6 Severability. If any provision of this Agreement is held to be invalid, voidt 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. 6.7 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial of courts located in Seminole County, Floridat and any objections as to jurisdiction or venue in such courts being expressly waived. 6.8 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto, the prevailing party in such litigation or controversy shall be entitled to recover from other party or parties all reasonable attorney's fees and paralegal fees, expenses and suit costs, including those associated with any appellate or post judgment collection proceedings. 6.9 Non-Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 6.10 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 Mailt postage prepaid, certified or registeredt or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmissiont with receipt acknowledge upon transmission; and addressed as follows (or to such other person or at such other addresst 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 Springst Florida 32708 PH: (407) 327-5957 FAX: (407) 327-4753 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 7 of II To Contractor: Infinity Radio, Inc. EarnestL. James, SVP/Market Manager 1800 Pembrook Drive, Suite 400 Orlando, FL 32810 PH: (407) 919-1195 FAX: (407) 919-1141 6.11 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. 6.12 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video iape, photograph, or other writing of the Contractor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or the Contractor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor 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 Contractor 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 Contractor be open and freely exhibited to the City for the purpose of examination and/or audit. 6.13 Interpretation. Both the City and the Contractor 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 harshly against either ofthe parties as the drafter. 6.14 Independent Contractor. Contractor shall be considered an independent contractor under this Agreement. 7.0 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. 8.0 Sovereign Immunity. 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. 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 8 of 11 9.0 General Liability Insurance. For all services performed hereunder, the Contractor shall purchase and maintain, at its own expense, such general liability insurance and automobile liability insurance to cover claims for damages because of bodily injury or death of any person or property damage arising in any way out of the services performed by Contractor under this Agreement. The insurance shall have minimum limits of coverage of$I,OOO,OOO.OO per occurrence combined single limit for bodily injury liability, and property damage. This shall include, but not be limited to, automobile liability of owned vehicles, hired and non-owned vehicles, and employee non-ownership. All insurance coverage shall be with insurer(s) approved by the City Manager and licensed by the State of Florida to engage in the business of writing insurance. The City shall be named on the foregoing insurance policies and endorsements as "additional insured." The Contractor shall cause its insurance carriers to furnish insurance certificates and endorsements specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days prior written notice to the City in compliance with other provisions of this Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by the Contractor in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify the Contractor in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. For all services performed pursuant to this Agreement and during the Special Event, the Contractor shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 10.0 Indemnification and Hold Harmless. For all services performed pursuant to this Agreement, the Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and 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 Contractor's or Contractor's agents: (1) performance of services pursuant to this Agreement; (2) failure to properly train employees and agents under Contractor's control or direction; (3) failure to remit any local, state, and federal taxes due by Contractor as a result of the Special Event; and (4) failure to properly plan, promote, manage, and operate the Special Event. The indemnification provided above shall obligate the Contractor to. defend at its own expense or to provide for such defense, at the sole option of the City, as the case may be, of any and all claims of liability and all suits and actions of every name and description that may be brought against City or its employees, officers, and attorneys which may result from the services under this Agreement whether the services be performed by the Contractor or anyone directly or indirectly employed or hired by them. In all events the City shall be permitted to choose legal coUnsel of its sole 4th of July Special Event Agreement City of Winter Springs. Florida / Infinity Radio, Inc. Page 9 of Il choice, the fees for which shall be subject to and included with this indemnification provided herein, as long as said fees are reasonable. 11.0 Standard of Care. In performing its services hereunder, the Contractor shall use that degree of care arid skill ordinarily exercised, under similar circumstances by reputable members of its profession practicing in the same or similar locality. 12.0 Termination. This Agreement may be terminated by written Agreement of the parties. Notwithstanding, either party reserves the right to terminate this Agreement for the other party's substantial nonperformance of the terms and conditions of this Agreement, provided, however, the nonperforming party does not cure the nonperformance within thirty (30) calendar days after written notice from the other party specifying the nonperformance. 13.0 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 in Paragraph 10.0 shall remain in full force and effect for any claims, losses, damages, personal injuries, or liability which may occur under this Agreement. 14.0 Contractor'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. 15.0 Right of First Refusal. Provided Contractor has fully performed its responsibilities under this Agreement to the satisfaction of the City, the City agrees that Contractor shall have the right to be the first party to negotiate with the City for the 2007 City of Winter Springs contract to sponsor, vend, and promote the 4th of July Event at Central Winds Park. Said right shall automatically expire on December 30, 2006. This paragraph shall not be construed in any way as prohibiting the City from contracting with any other party for the aforementioned contract if the City and Infinity Broadcasting are unable to negotiate a mutually satisfactory agreement for the 2007 July 4th Event, within a reasonable period oftime thereafter. SIGNATURE PAGE TO FOLLOW 4th of July Special Event Agreement City of Winter Springs, Florida I Infinity Radio, Inc. Page 10 of 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY: CONTRACTOR: CITY OF WINTER SPRINGS, FL. INFINITY RADIO, INC. By: tf.~a,f ~~ Ronald W. McLemore, City Manager 4th of July Special Event Agreement City of Winter Springs, Florida / Infinity Radio, Inc. Page 11 of 11 EXHIBIT "1" 2006 4TH of Julv Special Event A2reement Winter Springs Rotary Club Exclusive Sales Items: Patriotic: Baseball Caps Hats Bandanas Necklaces and Bracelets (all glow n the dark items). Hand Held Fans Hand Held Flashlights (all light up devices). Yo-Yo's T-shirts