HomeMy WebLinkAbout2008 03 10 Consent 206 Agreement with CBS Radio Orlando Broadcasting for July 4, 2008COMMISSION AGENDA
ITEM 206
March 10, 200E
Regular Meeting
Consent X
Informational
Public Hearing
Regular
~~
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 CBS Radio Orlando Broadcasting for July 4, 2008,
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, 2008 Event
at Central Winds Park.
CONSIDERATIONS:
• Last year the City entered into an agreement with CBS Radio Orlando Broadcasting to
provide Sponsors, Vendors and Promotion for the July 4`h Celebration of Freedom. Both
parties would like to again enter into an agreement.
• The Rotary Club of Winter Springs will again provide the children's area and sell
assorted items. The club's fund raising efforts are protected in this agreement.
• The City will provide Fireworks, Main Stage with Music Entertainment and Local
Entertainment, Old fashion Games, Electrical Power, Rest Rooms, Cleanup, Police and
Fire (Parking/Safety), and Shuttle Bus pick up.
• The entertainment will be Patriotic, Country and Modern.
• 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 $250.00 each for food vendors and $150.00 each for general vendors. Each vendor
must provide their own tent, tables, and chairs.
• CBS Radio Orlando Broadcasting sole compensation for all services rendered shall be
derived from the sale of sponsorships and vendors.
• Staff estimated that this agreement will provide $3,500 in revenue toward the event.
Agenda Item Consent 206
March 10, 2008
Page 2
FUNDING:
City will not pay anything to the Radio Station. They will provide an estimated $3,500 to the
City for event sponsors and vendors.
RECOMMENDATIONS:
Staff recommends the City Commission approve the authorization of the City Manger to enter
into a contract with CBS Radio Orlando Broadcasting to provide sponsors, vendors, and
promotion.
IMPLEMENTATION SCHEDULE:
May -July 2008 Promotion of the July 4`" Celebration of Freedom
July 2 -July 3, 2008 Set up for the Event
July 4, 2008 City of Winter Springs July 4`" Celebration of Freedom
ATTACHMENTS:
Attachment #1 City of Winter Springs, Florida, 4`" of July Special Event Agreement
COMMISSION ACTION:
' ~`.TTr,~;:"•iEi~IT 1
CITY OF WINTER SPRINGS, FLORIDA 2008
4TH OF JULY SPECIAL EVENT AGREEMENT
THIS 2008 4TH OF JULY SPECIAL EVENT AGREEMENT ("Agreement")
is made and entered into as of the day of , 2008, by and between the
CITY OF WINTER SPRINGS, a Florida Municipal Corporation, and CBS RADIO
ORLANDO, INC., a Delaware Corporation d/b/a WOMX - FM ("Contractor").
WITNESSETH:
WHEREAS, City of Winter Springs desires to hold a 4`h of July special event for
the benefit of the public for purposes of celebrating Independence day on July 4, 2008 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 in 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.
2008 4''' of July Special Event Agreement
City of Winter Springs, Florida/CBS Radio Orlando
Page 1 of I 1
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 CBS Radio Orlando, Inc., a Delaware
Corporation d/b/s 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, 2008.
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 fully informed of its plan to
promote the Special Event so that City can reasonably satisfy its
obligations under the Agreement and reasonably address issues of public
health, safety, and welfare related to the Special Event.
2008 4`h of July Special Event Agreement
City of Winter Springs, Florida/CBS Radio Orlando
Page 2 of 11
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
beverage 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 fora $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, l Ox 10 tent with
tablecloth 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
10x10 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, as its discretion, to obtain
local non-profits and other local partners to participate in the Special
Event. The City, as 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.
2008 4`~' of July Special Event Agreement
City of Winter Springs, Florida/CBS Radio Orlando
Page 3 of 11
3.6 Advertising/Promotion. Contractor shall provide:
a) One Hundred Twelve (112) promos (a combo of recorded/live)
June 23`d -July 4`". Promotional Value of $36,400.
b) Twenty-Four (24) ten second recorded promos June 18`n -July 4cn
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 of approximately 9,000 listeners. Promotional Value of
$900.
e) MIX 105.1 Pickin' You Up Patrol on-site at the Special Event
from 5-9pm with Prizes and Fun. Promotional Value of $2,000.
f) MIX 105.1 air talent on-stage to make announcements, intro bands,
etc. (Exact Talent TBD). Promotional Value of $400.
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 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
shall waive all City permit fees that would be charged to Contractor for
the Special Event.
2008 4`n of July Special Event Agreement
City of Winter Springs, Florida/CBS Radio Orlando
Page 4 of 11
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 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 2008 Special Event
b) Right-of--first refusal to MIX 105.1 to be the exclusive radio partner for
the July 4`h, 2009 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) 10 x 10 tent, tablecloth, and two (2) chairs for each sponsor secured by
Contractor.
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
2008 4`~ of July Special Event Agreement
City of Winter Springs, Florida/CBS Radio Orlando
Page 5 of 11
stage location; additiona120 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 fourth 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 contemplated herein, and has not given legal advice to any
party hereto other than City.
2008 4`h of July Special Event Agreement
City of Winter Springs, Florida/CBS Radio Orlando
Page 6 of 11
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
To Contractor: CBS Radio Orlando, Inc.
Earnest L. James, SVP/Market Manager
1800 Pembrook Drive, Suite 400
Orlando, Florida 32810
2008 4`~' of July Special Event Agreement
City of Winter Springs, Florida/CBS Radio Orlando
Page 7 of 11
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, shall 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 pool servicing hour 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 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.
9.0 General Liability Insurance. For all services performed hereunder, the
Contractor shall purchase and maintain, at its own expense, such general liability
insurance, food and liquor liability insurance, fireworks 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
2008 4`h of July Special Event Agreement
City of Winter Springs, Florida/CBS Radio Orlando
Page 8 of 11
minimum limits of coverage of $1,000,000.00 per occurrence combined single
limit for bodily injury liability, property damage, and food and liquor liability.
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 I the business of writing insurance.. The City shall
be named on the foregoing insurance policies as "additional insured." The
Contractor shall cause its insurance carriers to furnish insurance certificates and
endorsements speechifying 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 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 judgement and appellate proceedings), directly
or indirectly arising from the negligent acts, errors, omissions, intentional or
otherwise, arising out of or resulting from Contractor's: (1) services which are the
sole responsibility of contractor (2) performance of services pursuant to this
Agreement; (3) failure to properly train employees under Contractor's control or
direction; (4) failure to remit any local, state, and federal taxes due by Contractor
as a result of the Special Event; and (S) 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 choice, the fees for which shall be subject to and included
with this indemnification provided herein, as long as said fees are reasonable.
2008 4"' of July Special Event Agreement
City of Winter Springs, Florida/CBS Radio Orlando
Page 9 of 11
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 Si~natory. The undersigned person executing this Agreement
on behalf of Contractor hereby represents and warrants that he/she has the full
authority to sign said agreement for Contractor and to fully bind Contractor 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 2009 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, 2008. This paragraph shall not be
constructed in any way as prohibiting the City from contracting with any other
party for the aforementioned contract if the City and CBS Radio Orlando are
unable to negotiate a mutually satisfactory agreement for the 2009 July 4th Event,
within a reasonable period of time thereafter.
SIGNATURE PAGE TO FOLLOW
2008 4`h of July Special Event Agreement
City of Winter Springs, Florida/CBS Radio Orlando
Page 10 of 11
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year written above.
CITY:
CITY OF WINTER SPRINGS, FLORIDA:
By:
Ronald W. Mclemore, City Manager
CONTRACTOR:
CBS RADIO ORLANDO, INC
By:
Earnest L. James
2008 4`h of July Special Event Agreement
City of Winter Springs, Florida/CBS Radio Orlando
Page 11 of 11
EXHIBIT "1"
2008 4TH of Jul~pecial Event Agreement
Winter Springs Rotary Club Exclusive Sales Items:
Patriotic:
Baseball Caps
Hats
Bandanas
Necklaces and Bracelets (all glow in the dark items)
Hand Held Fans
Hand Held Flashlights (all light devices)
Yo-Yo's
T-shirts
Face Painting