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HomeMy WebLinkAboutInfinity Radio, Inc. 2005 3rd of July Special Event Addendum -2005 06 08ADDENDUM TO CITY OF WINTER SPRINGS, FLORIDA San OF JULY SPECIAL EVENT AGREEMENT BETWEEN CITY OF WINTER SPRINGS, FLORIDA ("CITY") AND INFINITY RADIO, INC. D/B/A WOMX-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 majeure (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 and/or importance to the public interest. Any such preemption shall ntit 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 THEIIZ WEBSITES WILL OPERATE ERROR-FREE OR THAT THEIR WEBSITES AND THEIR SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL 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, THE PARTIES, INCLUDING CONTRACTOR'S AFFILIATED RADIO STATIONS AND PARENT COMPANY(S) SHALL NOT BE RESPONSIBLE FOR THOSE COSTS. THE WEBSITES 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 PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION OR EXCLUSION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE Addendum to and of July Special Event Agreement City of Winter Springs, Florida /Infinity Radio, Inc. Page 1 of 2 AND NON-INFRINGEMENT. THE PARTIES, INCLUDING ANY OF CONTRACTOR'S AFFILIATED RADIO STATIONS AND PARENT COMPANY(S) MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, VIDEO, GRAPHICS, 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. Assignment. Contractor may assign its rights under this Agreement without City's prior consent (1) 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. AGREED AND ACCEPTED: CITY OF WINTER SPRINGS, FL By: ~~,k,GrlW 'h2~r~-~ Name: Title: C,tt`~~'~~~~',. Date: G-$-oS INFINITY RADIO, INC. D/B/A WOMX-FM By: Name: ames Title: .rte' v~ Date: ©6 /D r~/,rte Addendum to 3'~ of July Special Event Agreement City of Winter Springs, Florida /Infinity Radio, Inc. Page 2 of 2