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HomeMy WebLinkAboutCBS Radio Stations, Inc. - 4th of July Special Event Agreement - 2007 05 16 PER PARKS AND RECREATION DEPARTMENT, THIS AGREEMENT WAS ORIGINALLY UNDER INIFINITY BROADCASTING AND WENT TO THE CITY COMMISSION AT THE APRIL 9, 2007 REGULAR MEETING. IT WAS APPROVED AND THE CITY MANAGER SIGNED IT. INFINITY BROADCASTING THEN MERGED WITH CBS RADIO AND A NEW AGREEMENT WAS MADE IN WHICH BOTH PARTIES SIGNED. .. " . CITY OF WINTER SPRINGS, FLORIDA 2007 4th OF JULY SPECIAL EVENT AGREEMENT THIS 2007 4th OF JULY SPECIAL EVENT AGREEMENT ("Agreement") is made and entered into as of the 'In day of W\~ ,2007, by and between the CITY OF WINTER SPRING~orida Munici Corporation, and CBS Radio Stations, Inc., a Delaware Corporation d/b/a WOCL and 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, 2007 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 we 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. 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 2007 4111 or July Special Event Agreement. .; City of Winter Springs, F10ridalCBS Radio SlalionS. Inc. Page I ofll =---- " 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 Stations, Inc., a Delaware corporation, d/b/a WOCL and 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, 2007. 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 Agreement and reasonably address issues of public health, safety, and welfare related to the Special EVjIDt. ..;. 3.3 Food and Beverage. Contractor agrees that the City will provide food and beverage vendors for the Special Event, and food and beverage =--. 20074'" of July Special Event Agreerrw:nr City of Winter Sprinp. Florida/CBS Radio Stitions, Inc. Page 2 of 1\ 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 commercially reasonably 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, 10xI0 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. City agrees that contractor shall be the only special event sponsor to be allowed to sell-in-third party sponsors. 3.5 Professional Main and Secondary Stage of Entertainment. Contractor shall use its best efforts to provide MIX and O-ROCK air talent to be on stage for announcements. 3.6 AdvertisingIPromotlon. Contractor shall provide: l .:.' a) Minimum of Two Hundred Twenty-Five (225) promos (a combo of recorded/live) June 18th - July 4th. Promotional Value of$ 33,750. 20074" of July Special Event Agreement{ City ofWinler Springs. Florida/CBS Radio Slations,lnc. Page 3 of \I =---, c...r." w \.ojW ~ t.L'..". \0<<"" \ .' ~~ " b) Include event linked from home page of www.orockl059.com for three weeks. Promotional Value of $ 3,000. City shall provide Contractor with the necessary content and data. c) Include event in a minimum of two e-mailer sent to a-ROCK (IV' ~ \"V v ,..,... 'f.--.(:..,J\ listener database. Promotional Value of$ 2,000. C...^ D w':> "^ '/-- ~I'A.. d) a-ROCK 105.9 Street Team^on-site at the Special Event from 5- 9pm. Promotional Value on 2,000. "'c,......~~ON-~ ,~f'l', e) Pending availability, O-ROCK'lOS.9 air talent on-stage to make announcements, intro bands, etc. Promotional Value -$400. 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 aU 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. 4.0 Compensation; Expenses. i' 4.1 To Contractor. Contractor's sole compensation -tor all services rendered by Contractor under this Agreement shall be derived from the sale of =---.. 20074111 of July Special Event Agree~~ City of Winter Springs. Florida/CBS Radio Scatlons. Inc. Pagc4 of II 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 and a-ROCK 105.9 for 2007 Special Event. b) Right-of-first refusal to MIX 105.1 and a-ROCK 105.9 to be the exclusive radio partner for the July 4th 2008 Special Event per paragraph 15.0 of this Agreement. c) Prominent location for MIX 105.1 and a-ROCK 105.9 to have a presence at the Special Event. d) Opportunity for a-ROCK and 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) g) Contractor's logo inclusion on video screen at the special event. 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. 4.4 City Expenses. City shall provide the following ,ervices and facilities for the Special Event: (1) Central Winds Park on tlfC 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 2007 411l or July Special Event Agreement. := City of Winter Springs. Florida/CBS Radio ~tiOl\$. Inc. Page S of 11 =---. 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, except as set forth in the addendum attached hereto. 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 Agreeme~ and the transactions contemplated herein, and have not given legal advIce to any party hereto other than City. 20074" of July Special Event AsreemenJ :: City of Winter Sprinp. Florida/CBS Radio Slatltlns, Int. 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 aU reasonable attomey'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 acmowledge 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 FAJ{: (407)327-4753 To Contractor: CBS Radio Stations, Inc. Earnest L. James, SVI}lMarket Manager 1800 Pembrook Drive; Suite 400 Orlando, FL 32810 PH: (407) 919-1000 =-",-. 2007 41b of July Special Event AgreelllCllt. .; City of Winter Springs. Florida/CBS Radio Slltibns.lnc. P8ge7ofll 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. Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be construed as a waiver of the City=s right to sovereign immunity under section 768.28, Florida Statutes, or other limitations imposed on the City=s potential liability under state or federal law. As such, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to anyone person for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims pr judgments paid by I: the State or its agencies and subdivisions arising out of'the same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. =---, 2007 4'" of July Special Event Agreement. .; City of Winter Springs, floridalCBS Radio StatiOns. 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 camers 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 i!8 employees, officers, and attorneys which may result from the services under tlIis 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 =--, 2007 411I of July Special Event Agreemen~ :: City of Winter Springs, F10ridaICBS Radio StatiOns, Inc:. Page 9 of II 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 ofits 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 2008 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, 2007. 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 2008 July 4th Event, within a reasonable period of time thereafter. SIGNATURE PAGE TO FOLLOW ,. ..:{ ~" 20074011 of July Special Event Agreemen~ :: City of Winter Springs, Florida/CBS Radio Stations, Inc. Pase 10 ofll IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY: CITY OF WINTER SPRINGS, FL. CONTRACTOR: CBS RADIO STATIONS, INC., d/b/a WOCL and WOMX By: ~;;&/ (Ji~--~ //'Ronald W. McLemore, City Manager .y ..:! 20074* of July Special Event Apment . City of Winter Springs. AoridalCBS Radio Stationsi' Inc. Pap II of) I .... ~. ADDENDUM TO CITY OF WINTER SPRINGS, FLORIDA 4th OF JULY SPECIAL EVENT AGREEMENT BETWEEN CITY OF WINTER SPRINGS, FLORIDA ("CITY") AND CBS RADIO STATIONS INC. D/BIA WOMX.FM AND WOCL.FM ("CONTRACTOR") Notwithstanding anything in the foregoing Agreement to the contrary, the parties agree that the following provisions are added to the Agreement and shall control in the event of a conflict: 1. Representations and Warranties. Each party hereto represents, warrants and covenants to the other that (a) it has the full right and legal authority to enter into and fully perform this Agreement in accordance with the terms and conditions hereof; and (b) the execution, delivery and performance of this Agreement does not and will not violate or cause a breach of any other agreements or obligations to which it is a party or by which it is bound, and no approval or other action by any governmental authority or agency, or any other individual or entity, is required in connection herewith. 2. Preemption. Contractor shall have the right to decline clearance of any radio spot provided or approved by City without liability to Contractor, if such radio spot does not conform to Contractor's standards and practices as uniformly applied. Contractor's obligations to broadcast the radio spots may be preempted and relieved for any event of force maieure (as that term is understood in the broadcast industry) or for any scheduled program broadcast which would conflict directly with any program which Contractor deems, in its sole discretion, to be a program of special national, state or local significance andlor importance to the public interest. Any such preemption shall not constitute a breach of this Agreement. 4. Website Links. With regard to any website links contemplated in this Agreement, if any, the City and Contractor and Contractor's parent entities DO NOT WARRANT THAT THEIR WEBSITES WilL OPERATE ERROR-FREE OR THAT THEIR WEBSITES AND THEIR SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HAlUv1FUL MECHANISMS. THE PARTIES' USE OF LINKS TO THEIR WEBSITES IS UNDERTAKEN SOLELY AT EACH PARTIES' DISCRETION AND OWN RISK. IF LINKAGES TO THE WEBSITES OR THE MATERIALS PROVIDED THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, TIlE PARTIES, INCLUDING CONTRACTOR'S AFFILIATED RADIO STATIONS AND PARENT COMPANY(S) SHALL NOT BE RESPONSmLE FOR THOSE COSTS. THE WEB SITES AND MATERIALS OF THE PARTIES AND ANY OF CONTRACTOR'S AFFILIATED RADIO STATIONS ARE PROVIDED ON AN "AS IS" BASIS WITHOut ANY WARRANTIES OF ANY KIND. THE PARTIES AND ANY OF CONTRACTOR'S AFFILIATED RADIO STATIONS, AND PARENT COMPANY(S) TO THE FULLEST EXTENT PERMlTIED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR llv1PLIED, INCLUDING WITHOUT LIMIT ATION OR EXCLUSION ANY WARRANTY OF MERCHANT ABll..ITY. FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE PARTIES, INCLUDING ANY OF CONTRACTOR'S AFFILIATED RADIO STATIONS AND PARENT COMPANY(S) MAKE NO WARRANTIES ABOUT THE ACCURACY jRELIABll..ITY, ..,.' =--.. . . COMPLETENESS, OR TIMELINESS OF THE MATERIAL. SERVICES, SOFTWARE. TEXT. VIDEO. GRAPffiCS, LINKS AND OTHER DATA LOCATED ON THEIR WEBSITES. 5. Trademarks. Neither party shall acquire any right or title to the trademarks, logos, or the like of the other party. Unless otherwise provided herein, City must obtain the prior consent of Contractor to use Contractor's name, trademark, logo or likeness, or design elements in any medium or in any manner. including without limitation, on any materials prepared or released in connection with Special Event publicity or promotions. Any use not consented to shall be removed or corrected at City's expense. 6. Asshmment. Contractor may assign its rights under this Agreement without City's prior consent (I) to an assignee or transferee of the FCC license for the radio station that is the subject of this Agreement or (2) to any entity controlling. controlled by or under common control with such station provided the assignee or transferee expressly assumes the obligations of the Contractor under this Agreement. 7. Indemnification. For all services performed pursuant to this Agreement. the City agrees to the fullest ex.tent permitted by law. to indemnify and hold harmiess the Contractor and its employees. officers, and Contractor 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 City's or City's agents: (1) performance of services pursuant to this Agreement; (2) failure to properly train employees and agents under City's control or direction; (3) failure to properly plan. promote. manage, and operate the Special Event; (4) any claim for personal injury or property damage or otherwise brought on behalf of any third party person. firm or corporation against the Contractor as a result of or in connection with services provided by City under this Agreement. which claim does not result from the intentional acts or the gross negligence of the Contractor. In addition. City's indemnities under this paragraph shall extend to claims against Contractor resulting from (i) any announcements, advertisements or other commercial copy produced. provided or approved by City for broadcast on a station owned by CBS Radio Inc. or its affiliates, including proceedings or litigation alleging infringement, unlawful use or violations of copyright; and/or (ii) any defect, alleged or real. in any product of City's sold or provided as samples to third parties by City or by Contractor as part of such party's responsibilities under this Agreement. The indemnification provided above shall obligate the City to defend at its own expense or to provide for such defense, at the sole option of the Contractor, 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 Contractor or its employees, officers. and attorneys which may result from the servicesaunder this Agreement whether the services be performed by the City or anyone directly or indirectly employed or hired by them. In all events the Contractor shall be permitted to choose I 2 ~, 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. AGREED AND ACCEPTED: CITY OF WINTER SPRINGS, FL CBS RADIO STATIONS INC. D/B/A W -FMAND WOCL.FM B /~~ y: .... , ---- ame: Title: #:'-.Z~:;;~ Date: {-{ '7 - c "/ Date: 6\11 \D1 j. j ..:' 3 ~.