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HomeMy WebLinkAbout2005 04 25 Consent 203, Agreement w/Infinity Broadcasting for July 3, 2005, Sponsors, Vendors, and Promotion COMMISSION AGENDA ITEM 203 Consent X Informational Public Hearing Regular 04/25/05 Regular Meeting ~ cJY Mgr. 1 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 3, 2005, Sponsors, Vendors, and Promotion. PURPOSE: The purpose ofthis item is to obtain Commission approval to execute the Agreement for Sponsors, Vendors and Promotion for the July 3,2005 Event at Central Winds Park. CONSIDERATIONS: . Last year City Staff provided Sponsors and Vendors ($ 7,700). . The Rotary Club of Winter Springs will again provide children's area. . The City will provide Fireworks, Main Stage with Navy Band Southeast, 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. . Infinity Broadcasting sole compensation for all services rendered shall be derived from the sale of sponsorships and vendors. . The City's concession will operate during this event. . Staff estimated that this agreement will provide a minimum of $ 10,000 in revenue toward the event. . The agreement means all perspective sponsors, vendor&, etc will go through the Radio Station (Town Center Merchants, Churches, etc.) and pay the required fee of which the City will receive $500.00 each. FUNDING: City will not pay anything to the Radio Station. They will provide an estimated $ 10,000 to the City for Event Sponsors and Vendors. RECOMMENDATIONS: Staff recommends the City Commission approve the authorization of the City Manager to enter into a contract with Infinity Broadcasting to provide sponsors, vendors, and promotion. IMPLEMENT A TION SCHEDULE: May - July 2005 July 1- July 2, 2005 July 3, 2005 Promotion of the July 3rd Celebration of Freedom. Set up for Event. City of Winter Springs July 3rd Celebration of Freedom. ATTACHMENTS: 1. City of Winter Springs, Florida, 3rd of July Special Event Agreement. COMMISSION ACTION: ATTACHMENT #1 CITY OF WINTER SPRINGS, FLORIDA 3rd OF JULY SPECIAL EVENT AGREEMENT THIS 3rd OF JULY SPECIAL EVENTS AGREEMENT ("Agreement") is made and entered into as ofthe _day of ,2005, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation, and INFINITY BROADCASTING ("Contractor"). WITNESSETH: WHEREAS, City of Winter Springs desires to hold a 3rd of July special event for the benefit ofthe public for purposes of celebrating independence day on July 3,2005 at Central Winds Park, which is located 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. Page 1 of 10 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 Broadcasting, a Florida Corporation and its employees, agents, and contractors. h) "Special Event" shall mean the outdoor 3rd of July special event approved by City and held at Central Winds Park on July 3,2005. 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 3rd 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. Unless otherwise indicated below, Contractor agrees to perform the following services: 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, produce, plan, promote, manage, and operate the Special Event in cooperation with the City. In furtherance, thereof, Contractor agrees to keep the City Manager fully informed of its plan to promote, manage, and operate 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. Page 2 of 10 3.3 Food and Beverage. Contractor agrees to provide all food and beverage vendors for the Special Event, except for food and beverage concessions at the concession building located in the center of the baseball complex at Central Winds Park which will be provided by City. Contractor shall tie in beer sponsor for beer sales through a designed charity for a $ 1,000 sponsor fee payable to the City of Winter Springs. Alcoholic beverages shall be limited to beer and wine. 3.4 Sponsorship; Event Fees. a) Contractor to provide $ 500 to City of Winter Springs for any booth sold. Opportunities for sponsors may be selling, sampling, couponing, etc. b) Contractor to provide a minimum of $ 750 payable to the City of Winter Springs for a major sponsor package sold. A major sponsor to receive additional assets such as on-stage mentions, additional signage, additional space, etc. c) Contractor to tie-in one exclusive automotive sponsor with the event for a $ 750.00 sponsor fee payable to the City of Winter Springs. Sponsor to receive 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. 3.5 ProCessional Main and Secondary Stage oC Entertainment. Contractor shall provide MIX air talent to be on stage for announcements. 3.6 Advertising/Promotion. Contractor shall provide: a) A minimum of seventy-seven (77) promos (a combo of recorded/live) June 21 st - July 4th. Please note, the sixty second recorded promos would be shared with City of Kissimmee. They would include approximately 20 seconds of copy dedicated to the City of Winter Springs. Promotional Value of$ 23,100. b) A minimum of 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. d) Include event in a minimum of one e-mailer sent to MIX listener database. Promotional Value of$ 1,200. Page 3 of 10 e) MIX 105.1 Pickin' You Up Patrol on-site from 5-9pm with prizes and fun! Promotional Value of $ 2,000. f) Pending availability, MIXI05.1 air talent on-stage to make announcements, intro bands, etc. Promotional Value - TBD. 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. Also, offering 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 as designated by the City and Contractor. 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. Contractor shall obtain all local, state, and federal permits necessary to hold the Special Event, with the assistance of the City. City shall waive all City permit fees 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 entertainment, sponsorships, vendors, and concessions by Contractor to the public. 4.2 Contractor Expenses. Unless otherwise provided in this Agreement, Contractor shall pay all costs and expenses necessary for Contractor to satisfy its obligations under this Agreement. 4.3 City to Provide. a) Radio partnership exclusivity to MIX 105.1 for 2005. b) First-right-of-refusal to MIX 105.1 to be the exclusive radio partner for 2006. c) Prominent location for MIX 105.1 to have a presence at the event (i.e. station, tent, vehicle, signage etc...). d) Opportunity for MIX air talent to be on-stage for announcements. e) Logo inclusion in newsletter and direct mail piece. Page 4 of 10 f) Logo inclusion on video screen. g) Logo inclusion on additional promotional materials for the event. h) Logo inclusion on bus stop signs. i) Opportunity for station to tie-in non-competing station sponsors on a case-by-case basis. 4.4 City Expenses. City shall provide the following services and facilities for the Special Event: (l) 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 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. Page 5 of 10 6.4 Further Assurances. From and after the execution ofthis 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 Diagretta, 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. 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): Page 6 of 10 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: Infinity Broadcasting 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 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 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. Page 7 of 10 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 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 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 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 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 Page 8 of 10 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. 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 person executing this Agreement on behalf of Contractor hereby represents and warrants that helshe has the full authority to sign said Agreement for Contractor and to fully bind Contractor to the terms and conditions set fourth in this Agreement. 15.0 First Right of Refusal. Provided Contractor has fully performed its responsibilities under this Agreement to the satisfaction ofthe City, the City agrees that Contractor shall have the right to be the first party to negotiate with the City for the 2006 City of Winter Springs Contract to Sponsor, Vend, and Promote the 3rd of July Event at Central Winds Park. Said right shall automatically expire on December 30, 2005. 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 2006 July 3 rd Event. Page 9 of 10 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 BROADCASTING By: Ron McLemore, City Manager By: Earnest L. James F:\DOCS\City of Winter Springs\Agreements\4th of July 2002 Contract.doc Page 10 of 10 Date: April 25, 2005 The following Agreement (part of Consent "203") is partially executed and has been forwarded to the Department Director for the other party's signature ATTACHMENT #1 CITY OF WINTER SPRINGS, FLORIDA 3rd OF JULY SPECIAL EVENT AGREEMENT THIS 3rd OF JULY SPECIAL EVENTS AGREEMENT ("Agreement") is made and entered into as of the _day of ,2005, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation, and INFINITY BROADCASTING ("Contractor"). WITNESSETH: WHEREAS, City of Winter Springs desires to hold a 3rd of July special event for the benefit of the public for purposes of celebrating independence day on July 3,2005 at Central Winds Park, which is located 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. Page 1 of 10 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 Broadcasting, a Florida Corporation and its employees, agents, and contractors. h) "Special Event" shall mean the outdoor 3rd of July special event approved by City and held at Central Winds Park on July 3, 2005. 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 3rd 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. Unless otherwise indicated below, Contractor agrees to perform the following services: 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, produce, plan, promote, manage, and operate the Special Event in cooperation with the City. In furtherance, thereof, Contractor agrees to keep the City Manager fully informed of its plan to promote, manage, and operate 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. Page 2 of 10 3.3 Food and Beverage. Contractor agrees to provide all food and beverage vendors for the Special Event, except for food and beverage concessions at the concession building located in the center of the baseball complex at Central Winds Park which will be provided by City. Contractor shall tie in beer sponsor for beer sales through a designed charity for a $ 1,000 sponsor fee payable to the City of Winter Springs. Alcoholic beverages shall be limited to beer and wine. 3.4 Sponsorship; Event Fees. a) Contractor to provide $ 500 to City of Winter Springs for any booth sold. Opportunities for sponsors may be selling, sampling, couponing, etc. b) Contractor to provide a minimum of $ 750 payable to the City of Winter Springs for a major sponsor package sold. A major sponsor to receive additional assets such as on-stage mentions, additional signage, additional space, etc. c) Contractor to tie-in one exclusive automotive sponsor with the event for a $ 750.00 sponsor fee payable to the City of Winter Springs. Sponsor to receive 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. 3.5 Professional Main and Secondary Stage of Entertainment. Contractor shall provide MIX air talent to be on stage for announcements. 3.6 Advertising/Promotion. Contractor shall provide: a) A minimum of seventy-seven (77) promos (a combo of recorded/live) June 21 st - July 4th. Please note, the sixty second recorded promos would be shared with City of Kissimmee. They would include approximately 20 seconds of copy dedicated to the City of Winter Springs. Promotional Value of $ 23,100. b) A minimum of 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.comforthree weeks. Promotional Value of $ 1,500. d) Include event in a minimum of one e-mailer sent to MIX listener database. Promotional Value of $ 1,200. Page 3 of 10 e) MIX 105.1 Pickin' You Up Patrol on-site from 5-9pm with prizes and fun! Promotional Value of$ 2,000. f) Pending availability, MIXI05.1 air talent on-stage to make announcements, intro bands, etc. Promotional Value - TBD. 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. Also, offering 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 as designated by the City and Contractor. 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. Contractor shall obtain all local, state, and federal permits necessary to hold the Special Event, with the assistance of the City. City shall waive all City permit fees 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 entertainment, sponsorships, vendors, and concessions by Contractor to the public. 4.2 Contractor Expenses. Unless otherwise provided in this Agreement, Contractor shall pay all costs and expenses necessary for Contractor to satisfy its obligations under this Agreement. 4.3 City to Provide. a) Radio partnership exclusivity to MIX 105.1 for 2005. b) First-right-of-refusal to MIX 105.1 to be the exclusive radio partner for 2006. c) Prominent location for MIX 105.1 to have a presence at the event (i.e. station, tent, vehicle, signage etc...). d) Opportunity for MIX air talent to be on-stage for announcements. e) Logo inclusion in newsletter and direct mail piece. Page 4 of 10 f) Logo inclusion on video screen. g) Logo inclusion on additional promotional materials for the event. h) Logo inclusion on bus stop signs. i) Opportunity for station to tie-in non-competing station sponsors on a case-by-case basis. 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. Page 5 of 10 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 Diagretta, 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. 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): Page 6 of 10 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: Infinity Broadcasting 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 ofthe 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 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. Page 7 of 10 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 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 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. Ifthe 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 judgment and appellate proceedings), directly or indirectly arising from the 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 Page 8 of 10 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. 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 person executing this Agreement on behalf of Contractor hereby represents and warrants that helshe has the full authority to sign said Agreement for Contractor and to fully bind Contractor to the terms and conditions set fourth in this Agreement. 15.0 First Right of 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 2006 City of Winter Springs Contract to Sponsor, Vend, and Promote the 3rd of July Event at Central Winds Park. Said right shall automatically expire on December 30, 2005. 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 2006 July 3 rd Event. Page 9 of 10 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 BROADCASTING By: ~U ~~~_.._=-- RQn McLemore, City Manager By: Earnest L. James F:\DOCS\City of Winter Springs\Agreements\4th of July 2002 Contract.doc Page 10 of 10