HomeMy WebLinkAboutGross Communications Corporation Latin Jazz Series Special Events Agreement -2008 05 14
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CITY O)F WINTER SPRINGS, FLOItiDA 2008
LATIN JAZZ SERIES SPECIAL EVENTS AGREEMENT
THIS LATIN 3AZZ SERIES SPEC>(AL EVENTS AGRE +NIENT (``Agreement") is
made and entered into as of the 1yI'i' day of ~1'~ f!-t , 2008, by and between the C)(T'ft
OF WpVTER SPRINGS, a Florida M 'cipal Corporation, and GROSS
COMMUNICATIONS CORPORATION, a Florida Corporation, d/b/a WLOQ 103,1 FM
("Contractor").
WITNESSETH•
WHEREAS, Contractor desires to hold a special event entitled "Smooth Jazz with a
Latin Twist"(hereinafter "Special Event's which entails two jazz concert performances on
sepazate occasions in the City, for the benefit of the public for purposes of entertainment and
celebrating Latin Jazz; and
WHEREAS, the Special Event will be comprised of two concerts, the first, a free three
and one-half hour concert entitled "Live After Five" (hereinafter "Event A'~ held in the Winter
Springs Town Center on May 16, 2008, and the second, a paid admission six hour concert on
June 7, 200$ entitled "Smooth Ja?z with a Latin Twist" (hereinafter "Event B") held at Central
Winds Park, located within and owed by the City;
WHEREAS, Contractor desires to provide sponsors, vendors: and promotion support for
the Special Event, as provided in this Agreement; and
W)`IEREAS, Contractor represents and warrants to City that it has the personnel, tools,
materials, and experience to complete the Special Event, 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 Ineorporction of Recitals: The foregoing recitals aze true and correct and by this
reference are fully incorporated into this Agreement.
2.0 Genera! )Provisions:
2.1 Definitions.
a) "Agreement" or "Contract" shall mean this Agreement between City end
Contractor regarding the Special Event stated herein,
b) "City Manager" shall mean the City Manager of Winter Springs, Florida,
or his designee.
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c) "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.
d) "Public Records" is as described in Section 119.011(11), Florida Statutes.
e) "City" shall mean the City of Winter Springs, a Florida. Municipal
Corporation and it employees, agents, and contractors.
fj "Contractor" shall mean Gross Communications Corporation, a Florida
Corporation d/b/a WLOQ 103.1I'M and its employees, agents, and
contractors.
g) "Special Event" shall mean the Latin Ja2z Series encompassing two
concerts, entitled "Live After Five" ("Event A"), and "Smooth Jazz with a
Latin Twist" ("Event B).
h) "Winter Springs Town Center" shall mean the existing commercial section
of the City of 'Winter Springs Town Center located on the north comer of
State Road 434 and Tuseawilla Road, and bounded on the north by
Blumberg Boulevard.
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 ressup,
2.2 Engagement. Ciry hereby authorizes Contractor to hold the Special Event as
outlined 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 tlac Special lrvent. City and Contractor hereby agree as follows:
3.1 Special Event Generally. 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.
3.2 Description of Event, The 5peciai Event, "Latin Sazz Series," shall be
comprised of two (2) concerts:
3.2.1 Event A: The first concert shall be a free event held on May 16, 2008
from 6:00 PM to 9:301'M in the Winter Springs Town Center and shall be
entitled "Life After Five."
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3.2.2 Event B: The second concert shall be held on .lone 7, 2008 from 2:00 PM
to 10:00 PM at Central Winds Park and shall be tntitled "Smooth laaz
with a Latin Twist." Event B will have approximately three to four
musical acts with one or two national headliners. Contractor may charge
admission for Event B, However, Contractor agrees that the admission
charge shall nat exceed a rate of $15.00 for advance sales and $25,00 for
sales on the day of the concert. Contractor may, at its discretion, discount
the admission charge for Winter Springs' residents.
3.3 Food and Beverage. There shall be no designated food or beverage vendors for
Event A, except as provided generally by the merchants in the 'Winter Springs
Town Center. Contractor agrees that the Contractor will provide food and
beverage vendors for Event B, consisting of four to five restaurants preparing and
selling food and three beverage vendors that will sell water, soda, beer, wine and
mixed drinks.
3.4 Sponsorship; Event Fees,
3,4.1 Event A;
Contractor agrees to provide the advertising for Event A through the use
of website, mailing and radio advertising, which i5 estimated to cost
approximately $11,625.00. Additionally, Contractor agrees to provide all
of the talent, band, sound equipment, stage and lightning and any other
equipment necessary to produce the event, which is estimated to cost
approximately $4,650,00
3.4.2 Event B:
Contractor agrees that the cost of Event B will be held without any cyst to
the City and that Event B is intended to be revenue neutral to the City.
Contractor agrees to provide a designated area approved by the City for
local merchant promotion at Event B, Contractor agrees to fund the costs
of entertainment, stage, lighting, sound, tenants, restrooms, sta8'ing, and
techtical services associated with Event B. The City Agrees to waive the
Central Winds Park Rental Fee of $3,000 in consideration of the free radio
advertising provided by Contractor to the City pursuant to paragraph 3.6.
Notwithstanding the above, Contractor acknowledges and agrees that the City
reserves the right to reject any and all sponsors in its reasonable discretion,
Turther, 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, 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 needs of Contractor's sponsors and vendors in conjunction with
any local non-profits or local partners secured by the City.
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3.5 Stare; Tents; Anaouncements. Contractor shall provide staging that is suitable
for the specific event in terms of attendance expected, size, set-up space, and
terrain. Stages and tents shall satisfy all applicable building and fire code
regulations. Contractor shall provide professional on•air talent to make on-stage
announcements at the Special $vents.
3.6 Advertising/Promotion Contribution. Contractor agrees to provide the Ciry
with a irrevocable credit of Five Thousand Dollars ($5,000) of commercial radio
advertising airtime. Said airtime shall be for broadcast on WLOQ 1 D3.1 on an
equal rotation schedule throughout the broadcast day. Further, such radio
commercial airtime shall consist of approximately fifty (50) sixty-second radio
contmereial spots; however, asixty-second radio commercial spot may be
reduced to two (2) thirty-second commercial spots. The City may use airtime in
its discretion for any municipal purpose including, but not limited to, advertising
other City events and economic development. The City will be responsible for
preparing the advertising text that Contractor agrees to broadcast under its
standard commercial advertising policies. The use of airtime shall not expire until
the advertising airtime has been completely exhausted by the City.
3.7 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,
3.8 Permits. Contractor shall obtain all local, state, and federal permits necessary to
hold the Special invent.
4.0 Compensation; Expenses.
4.1 No Compensation Paid by City, The City shall pay no compensation to
Contractor. Contractor's sole compensation under this Agreement shall be
derived from the sale of sponsorships, vendors, and paid admissions as
specifically provided under this Agreement.
4.2 Contractor Expenses. Unless otherwise provided in this Agreement, Contractor
shall be responsible for, and shall pay, ell costs and expenses associated with the
Special Event. The parties acknowledge that fuads for the costs and expenses
incurred by the City under Paragraph 4.3 will come from third parties including
the Oviedo-Winter Springs Regional Chamber of. Commerce and local merchants.
Upon completion the Special Event, the City will deliver to these parties a written
invoice itemizing the City's reimbursable costs and expenses under this
Agreement. Contractor will not object to the City presenting these invoices to
said parties and agrees to cooperate with the Ciry in tlus regard.
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4.3 City to provide. Subject to the City's aforementioned right to invoice third parties,
the City shall provide the followings services at the Special Event for the amount
specified below:
Event A:
(1) All necessary power in the Town Center including appropriate
use of Public Works far 6 hours, cost of 5521;
(2) A Light Tower, cost of $500;
(3) Ten police officers for a tots! of 6 hours, cost of 51,800;
(4) Parks and Recreation staff time for 6 hours, cost of $250;
(5) A banner, cost of $350.
Event B:
(1) Use of Central Winds Park (a) on June 6, 2008 between the
hours of 7:00 am and 8:00 pm for set-up; (b) on June 7, 2008
between the hours of 7:00 am and 11:00 pm; and (c) on June 8,
2008 between the hours of 7:00 am and 12 pm for breaking down
and cleaning up.
(2) Light Towers, cost of $1,000;
(3) All necessary powec at
appropriate use of Public
electrician, cost of $521;
(4) Use of Restroom facilities;
Central Winds Pazk including
Works for 6 hours, and on site
(5) City fire, including ambulance, EMT and fast aid stations for 6
hours, cost of $960;
(6) Ten police officers for 8 hours, cost of 52,400;
(7) Parks and Recreation staff time far 8 hours, cost of 5350;
(8) Parking areas, parking coordination and parking plan for up to
7,000 people, including cones and barricades as needed;
(9) Fencin; of side stage areas and open access areas.
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5.0 Due Diligence. Prior to the execution of this Agreement, Contractor acknowledges that
it has investigated, and satisfied itself as to, the conditions affecting the Special Event
required hereunder, the availability of materials and labor, the cost thereof, the
requirements to obtain necessary to complete the Special Event within the time set fourth
herein, The Contractor warrants unto the City that it has the competence and abilities to
cazefully, professionally, and faithfully complete the Special Event in the manner and
within the time limits proscribed herein. The Contractor will complete the Special Event
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.
7.0 No Assignmetit. This Agreement shall not be assigned or transferred.
8.0 Third ]?arty Rights. 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.
9.0 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 flusher documents, which may be necessazy or desirable in order
to carry out the purposes and intentions of this Agreement.
10.0 Legal Representation. The parties acknowledge that Brown, Garganese, Weiss, and
D'Agresta, P.A. and the attorneys therein, have acted as counsel for City in connection
with this Agrecznent and the transactions contemplated herein, and have not given legal
advice to any party hereto other than City.
11.0 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.
12.0 governing Law and Venue. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida. The parties ftuther agree that in any
dispute between them relating to this Agreement, exclusive jurisdiction shall 6e in the
trial of courts located in Seminole County, Florida, and any objections as to jurisdiction
or venue in such courts being expressly waived.
13.0 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.
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14.0 Non-R'aiver, 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 prpvided herein.
15.0 Notices. Any notice, request, instruction, or other document to be given a part of this
Agreement shall be in writing and shall be deemed given under the following
circumstances: when delivered in person; or three (3) business days after being deposited
in the United States Mail, postage prepaid, certified or registered, or the next business
day after being deposited with a recognized overnight mail or courier delivery service; or
when transmitted by facsimile or teleeopy 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 Ciry of GVinter 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: Gross Communications Corporation.
Kim McFadden, Event Director WLOQ 103.1
2301 Lucien Way, Suite ] 80
Maitland, Florida 32751
PH: (407) 647-5557
FAX: (407) 647-4495
16.0 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.
17.0 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 infornation 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, eazds, 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.
18.D Interpretation. Both the City aad 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.
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19.0 Independent Contrgetor. Contractor shall be considel'ed an independent contractor
under this Agreement.
20.0 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.
21.0 Sovereign Immunity, Notwithstanding any other provision set forth in this Agreement,
nothing contained in this Agteengent 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 Ciry shall not be liable for any claim or judgment, or portion
thereof, to any one 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 or
judgments paid by 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 pazagraph shall survive termination of this Agreement.
22.0 General I.isbility Insurance. For the Special Event conducted hereunder, the
Contractor shall purchase and maintain, at its own expense, such general liability
insurance, food and liquor 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 Special Event conducted by Contractor under this
Agreement. The insurance shall have minimum limits of coverage of $1,DOD,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 insut~er(s) reasonably 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 as "additional insured." The
Contractor shall cause its insurance carriers to fiunish insurance certificates and
endorsements specifying the types and amounts of coverage in effect pursuant klcreto, 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 Ciry 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. The
Contractor shall continuously maintain such insurance in the amounts, type, and quality
as required by this paragraph.
23.0 Indemnification and Hold Harmless. The Contractor agrees, to the fullest extent
pemutted by law, to indemnify and hold harmless the City and its employees, officers,
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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, of
Contractor's and Contractor's agent's performance under this Agreement including, but
not limited to, planning, promoting, managing, and operating 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 Special Event under this Agreement whetlicr performed by the Contractor
or anyone directly or indirectly employed or hired by thorn. 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.
24.0 Standard of Care. Conducting the Special Event, 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.
25.0 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. Execpt that the indemnification and hold harmless in Para;raph 23.0 shall
remain in fuA force and effect for any claims, losses, damages, personal injuries, or
liability which may occur under this Agreement.
26.0 Termination. This Agreement may be terminated by written Agreement of the parties,
or by the City in the event of an emergency.
27.0 Contractor's Signatory. The undersigned person executing this Agreement on
behalf of Contractor hereby represents and warrants that he/she hss the foil authority to
sign said agreement for Contractor and to fully bind Contractor to the terms and
conditions set forth in this Agreement.
IN WITNESS vV~REOF, the parties hereto have executed this Agreement on the day and
year written above.
CITY: CONTRACTOR
CTTY OF TER SPRINGS, FLORIDA: GROS COMMUNICA 0 COI2.P.
onald W. McLe ~anager addeN E en hector WLOQ 103.1
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