963-WHTQ, Cox Radio, Inc.SPECIAL EVENT AGREEMENT
WHTQ, COX RADIO, INC.
THIS WHTQ SPECIAL Ey_jENTS AGREE,M~ _ENT ("Agreement") is made and
entered into as ofthe ~.1 dayof l&~at't} ~l~, by and between WHTQ, COX
RADIO, 1NC. (sometimes referred herein as~the "Contractor" or "WHTQ"), and the
CITY OF SANFORD ("City"), a Florida Municipal Corporation.
WITNESSETH:
WHEREAS, WHTQ desires to hold a "Rock n' Racing" special event for the
benefit of the public for purposes of celebrating Speedweek with John Boy and Billy and
musical guests on February 14, 2003 at Fort Mellon Park, which is located in and owned
by the City of Sanford; and
WHEREAS, WHTQ desires to comract with City to provide Special Event
services and all necessary production support for the Special Event, as provided in this
Agreement; and
WHEREAS, the City represents and warrants to WHTQ 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 tree and correct and by
this reference are fully incorporated into this Agreement and form a material part
of this Agreement upon which the parties have relied.
2.0 General Provisions:
2.1 Definitions.
a)
"Agreement" or "Contract" shall mean this Agreement between
WHTQ and the City regarding the Special Event as stated herein.
b)
"Advertise" shall mean the act of publicly announcing or calling
attention to the Special Event and may 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.
3.0
c)
"City Manager" shall mean the City Manager of Sanford,
Florida, or his designee.
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)
"Contractor" shall mean WHTQ, Cox Radio, Inc., a Florida
Corporation, and its officers, employees, agents, and contractors
g)
"City" shall mean the City of Sanford, a Florida Municipal
Corporation and it officers, employees, agents, and contractors.
"Special Event" shall mean the outdoor Rock n' Racing special
event to be held at Fort Mellon Park with a setup day of Thursday
February 13, 2003 and the Special Event shall take place on
February 14, 2003.
"Fort Mellon Park" shall mean the park owned and operated by the
City, which is located within the City of Sanford on East 1st street
between San Juan Ave. and Sanford Ave. adjacent to Lake
Monroe.
2.2
En~,a~,ement. Contractor and the City agree to perform the services
outlined in this Agreement. No prior or present agreements or
representations shall be binding upon any of the parties hereto unless
incorporated in this Agreement.
Scope of Services. The City and Contractor agree to perform and provide the
following services as set forth herein:
3.1
Special Event. The 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 plans 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
3.2
Food and Beverage. The Contractor agrees to provide all food and
beverage concessions for the Special Event at its sole cost and expense.
3.3
3.4
3.5
The Contractor shall retain all fees and commissions fi.om the concessions
provided by Contractor. Alcoholic beverages shall consist of, but not be
limited to, beer, malt liquor beverages, liquor and wine, if provided. The
Contractor shall comply with any and all laws, rules and regulations
relating to the sale of such beverages.
Sponsorship; Event Fees. Unless otherwise provided in this Agreement,
the Contractor shall retain all sponsorships and paid fees for the Special
Event and shall retain the exclusive right to obtain sponsorships, paid fees
and donations relating to Special Event. The City shall have the right to
approve of sponsors in consideration of the public health, safety, morals
and welfare and the image of the City. The City shall have up to five (5)
vendor booths
Stagingl Other Production Materials. The Contractor shall provide at
its sole and exclusive expense any and all staging and production materials
necessary to produce a high quality Special Event including, but not limited
to, power generator for the Main stage, professional audio system, staging
and stage lighting, golf carts, radios for production staff, tents, tie downs,
and catering for event staff.
City Special Event and General Policies. The 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. It shall be
the responsibility of the Contractor to obtain copies of applicable City
policies and to ensure that all event staff are aware of said policies. Any
news release, Special Event signage, or other type of publicity pertaining to
the Special Event shall recognize the City as a prime sponsor of the Special
Event. In connection with the carrying out of the Event, the Contractor
shall not discriminate against any person or employee or applicant for
employment because of race, age, religion, color, sex, national origin,
disability or marital status. The Contractor shall take affirmative action to
ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, age, religion, color, gender,
national origin, disability or marital status. Such action shall include, but
not be limited to, the following: employment upgrading, demotion, or
transfer; recruitment or recruitment advertising; layoffor termination; rates
of pay or other forms of compensation; and selection for training, including
apprenticeship. The Contractor shall insert the foregoing provision
modified only to show the particular contractual relationship in all its
contracts in connection with the development or implementation of the
Special Event, except contracts for the standard commercial supplies or
raw materials, and shall require all such contractors to insert a similar
provision in all subcontracts, except subcontracts for standard commercial
supplies or raw materials.
3.6
Permits. The Contractor shall obtain any and all local, State, and
Federal permits necessary to hoM the Special Event and any associated
activities. The City will provide reasonable assistance to the Contractor.
The City shah waive all City permit fees related to the Special Event. The
Contactor shah comply with any and all applicable provisions of Federal,
State or local law. The Contractor shall comply with all the requirements
as imposed by the Americans with Disability Act, the regulations of the
Federal government issued thereunder, and any and all requirements of
State law related thereto.
4.0 Compensation~ Expenses.
4.1
To Contractor. The Contractor shall handle all beer sales, staffbeer
sales areas and will receive one hundred per cent (100%) of the beer sales
revenue. The Contractor shall receive eighty-five percent (85%) of the
gross revenue of the admission ticket sales for Special Event.
4.2
4.3
Contractor Expenses. Unless otherwise provided in this Agreement, The
Contractor shall pay only those costs and expenses necessary for the
Contractor to satisfy its obligations under this Agreement.
To City. The City shall receive fifteen percent (15%) ofthe,g.,~s revenue
fi.om the admission ticket sales for Special Event and the Contractor shall
make such payment promptly after the conclusion of the Special Event.
The contractor shall provide the City with a minimum of one hundred
twenty five (125) sixty second live promos, recorded promos and
commercials during the months of March, April & May 2003 to continue
to promote the City's 125th Anniversary Celebration.
4.4
City Expenses. The City shah provide the following services and
facilities for the Special Event: (a) Fort Mellon Park on the day of Special
Event and the preceding day for set-up purposes; (b) One (1) generator
capable of 70 KVA; (c) sufficient rest room facilities in accordance with
City standards; (d) lighting of Fort MeLlon Park and surrounding areas; (e)
City fire, EMS and police services as deemed reasonably necessary by the
City Manager; (f) clean up of Fort Mellon Park and surrounding area; (g)
parking areas for event staff and parking coordination; and (h) repair of
damage incurred to Fort Mellon Park caused by unforeseen weather
conditions; (h) security of Fort Mellon Park for the Special Event on
February 13 thru February 14, 2003 at 11:59 pm, including Police officers
and fencing/barricades.
5.0
Due Diligence. The City acknowledges that it has investigated prior
to the execution of this Agreement and satisfied itself as to the conditions
6.0
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 City warrants unto the
Contractor 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 warrants to the City that
it shall perform the services relating to the Special Event and associated
activities with due and reasonable diligence consistent with sound
professional and labor practices.
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. 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 atter 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
Severabilitv. 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.
6.6
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 courts located in Seminole
County, Florida, and any objections as to jurisdiction or venue in such
courts being expressly waived.
6.7
Attorney's Fees. In the event any litigation or controversy arises out
of or in connection with this Agreement between the parties hereto, the
6.8
6.9
6.11
prevailing party in such litigation or controversy shall be entitled to recover
fi.om 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.
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.
Notices. Any notice, request, instruction, or other document to be
given a part of this Agreement shall be in writing and shall be deemed given
under the following circumstances: when delivered in person; or three (3)
business days after being deposited in the United States Mail, postage
prepaid, certified or registered, or the next business day after being
deposited with a recognized overnight mail or courier delivery service; or
when transmitted by facsimile or telecopy transmission, with receipt
acknowledge upon transmission; and addressed as follows (or to such other
person or at such other address, of which any party hereto shall have given
written notice as provided herein):
To City of Sanford:
Mr. Anthony VanDerworp
City Manager
300 North Park Avenue
Sanford, Florida 32771
PH: (407) 330-5604
FAX: (407) 330-5616
To Contractor:
WHTQ, Cox Radio, Inc.
Debbie Morel, V.P. and GM
4192 John Young Parkway
Orlando, Florida 32804
PH: (407) 422-9696
FAX: (407) 425-9696
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
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 Agreemem shah be interpreted more harshly
against either of the parties as the draRer.
7.0
8.0
9.0
Conflicts of Interest. The Contractor agrees that it will not engage in any action
that would create a conflict of interest in the performance of its obligations
pursuant to this Agreement with the City or which would violate or cause others to
violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics
in government.
General Liability Insurnnce. For all services performed hereunder, each party
shall purchase and maintain, at its own expense, such general liability insurance,
automobile liability insurance (or maintain self insurance as a governmental entity)
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 under this
Agreement. The insurance shah have minimum limits of coverage of
$1,000,000.00 per occurrence combined single limit for bodily injury liability,
property damage liability. This shall include, but not be limited to, automobile
liability of owned vehicles, hired and non-owned vehicles, and employee non-
ownership. The other party shall be named on the foregoing insurance policies as
"additional insured." Each party 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 other party in compliance with other provisions of
this Agreement. If a party has any objection to the coverage afforded by or other
provision of the insurance required to be purchased and maintained by the insured
party in accordance with this paragraph on the basis of its not complying with the
Agreement, the objecting party shall notify the other party in writing thereof within
thirty (30) days of the date of delivery of such certificates and endorsements. For
all services performed pursuant to this Agreement and during the Special Event,
each party shall continuously maintain such insurance in the amounts, type, and
quality as required by this paragraph. Each party to this Agreement shall be
responsible for all personal injury and property damage attributable to the
negligent or wrongful acts or omissions arising out of this Agreement of that party
and the officers, employees, and agents thereof.
Indemnification and Hold Harmless. For all services performed pursuant to
this Agreement, each party agrees to the fullest extent permitted by law, to
indemnify and hold harmless the other party and its officers, employees, 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 party's (1) services which are the sole
responsibility of the party; (2) performance of services pursuant to this Agreement;
or (3) failure to properly train employees under the party's control or direction.
Nothing in this Agreement or any action relating to this Agreement shall be
10.0
11.0
12.0
13.0
14.0
construed as the City's waiver of sovereign immunity beyond the limits set forth in
Section 768.28, Florida Statutes. Each party to this Agreement shall be
responsible for all personal injury and property damage attributable to the
negligent or wrongful acts or omissions arising out of this Agreement of that party
and the officers, employees, and agents thereof.
Termination. Neither the City nor the Contractor shall terminate this Agreement
without the expressed written consent of the other unless the termination arises out
of a breach or default of this Agreement.
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 and the termination of this Agreement pursuant to paragraph 10.0. Except
that the indemnification provision contained in paragraph 9.0 shall remain in full
force and effect for any claims, losses, damages, personal injuries, or liability which
may occur under this Agreement.
Signatories. The undersigned persons executing this Agreement on behalfoftbe
parties hereby represent and warrant that he/she has the full authority to sign said
agreement for the party and to fully bind the party to the terms and conditions set
fourth in this Agreement.
First Right of Refusal. Provided the City has fully performed its
responsibilities under this Agreement with the Contractor, the Contractor agrees
that City shall have the right to be the first party to negotiate with the Contractor
for the 2004 Special Event Contract to provide services for the Rock n' Racing
event at Fort Mellon Park. Said right shall automatically expire on June 27, 2003.
This paragraph shall not be constructed in any way as prohibiting the Contractor
from contracting with any other party for the aforementioned contract if the City
and the Contractor are unable to negotiate a mutually satisfactory agreement for
the 2004 Special Event.
Force Maieure. The City shall not be liable for any failures or delays
resulting fi'om circumstances or causes beyond its reasonable control, including,
without limitation, acts or omissions due to fire or other casualty, act of God,
strike or tabor dispute, war or other violence
15.0
Entire Agreement/Severability. 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. If any one (1) or more of the covenants or
provisions of this Agreement shall be held to be contrary to any express provision
of law or contrary to the policy of express law, though not expressly prohibited, or
against public policy, or shall, for any reason whatsoever, be held invalid, then
such covenants or provisions shall be null and void, shall be deemed separable
form the remaining covenants or provisions of this Agreement, and shall, in no
way, affect the validity of the remaining covenants or provisions of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year written above.
CITY:
By: f/ ~,'~~
Brady ~essard, Mayor
CONTRACTOR:
CO1~ ~IO, ~~
By:
Debbi orel, VP, GMk
Attest:
ougherty, City Clerg