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CBS RADIO AGREEMENT RE: WILDSPLASH CBS RADIO AGREEMENT , This agreement (the "Agreement") dated as of February 24, 20~ is by and between CBS Radio Stations Inc., d/b/a WLLD-FM, 9721 Executive Center Dr. suite 200, St. Petersburg, FL 33702 (hereinafter "CBS Radio"), and City of Clearwater ("Vendor") with respect to advertising, promotional and vendorship services for Wildsplash (the "Event") scheduled to take place on March 11,2006 at the Coachman Park ("Venue"). 1. Term. The term of this Agreement (the "Term") shall begin as of the date set forth above and continue through the later of conclusion of the last Event, which is currently scheduled for March 11,2006, or the date on which all obligations of the parties set forth herein have been fulfilled. 2. CBS Radio's Responsibilities. CBS Radio agrees that it shall be responsible for the following: A. Payment for the artists performing at Event. B. Payment of sound, stage, roof, lighting, and stage crew for Event, as required by the artist's riders. C. Payment of security and paramedics for Event. D. Payment of back line for Event. E. Payment of any tents, tables, and chairs for WLLD's clients that have been sold into the Event. F. Lodging for the artists performing at Event. G. Ground transportation for the artists performing at Event. H. Payment for Event fencing. I. Payment for artist catering. J. Payment for backstage VIP and WLLD's sponsors catering. 3. Vendor's Responsibilities. Vendor agrees that it shall be responsible for the following: A. Production of Event including payment for park rental, dressing trailers, production trailers, dumpsters, portalets, hold tanks, ticketing for day of Event, laminates, parking attendants, plumbing, electricians, two way radio rental, barricades, volunteer groups, plants, any and all licenses for Event. B. On-site logistics including stage set-up, sound set-up, and stage management. C. Coordinate with the artists' production/tour managers with respect to all advance work. D. Signing contracts for artist performance E. Issuing payment for artist performance, to include wiring deposits and cash balances. (Payments will be charged to CBS Radio Inc. and deducted from Event settlement) 4. FeeslRevenues. The parties agree to the following: A. CBS Radio shall receive 90% of the gross ticket revenue and Vendor shall receive 10%. B. CBS Radio shall receive 100% of media sponsorship revenue in association with Event. C. Vendor shall receive 100% of the revenue of booths that the Vendor sells into Event and CBS Radio shall receive 100% of the revenue of booths that CBS Radio sells into Event. D. Vendor shall keep 100% of the concessions revenue from any food or drink sold at Event. 5. Representations and Warranties. Each party hereto represents, warrants and COvenants to the others as follows: 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. 6. Insurance. Each party will purchase and maintain insurance of the following type and with the following minimum limits: Comprehensive General Liability Bodily Injury & Property Damage (including advertisers liability): $1,000,000 each occurrence; Comprehensive Automobile Liability Bodily Injury & Property Damage: $ 1,000,000 each occurrence; Workers' Compensation: Statutory Benefits required in the state of operation. Vendor will furnish evidence of such insurance to CBS Radio prior to the start of the Event. The evidence should be in the form of a Certificate of Insurance w.pich shall name CBS Radio Inc. and its parent company as additional insureds. The certificate should contain a clause indicating that a 30-day notice of cancellation or material change will be provided to CBS Radio. Vendor shall keep such insurance in effect during the Term of the Agreement. 7. Indemnity. Each of CBS Radio and Vendor shall indemnify, defend, and hold harmless the other party (the "Indemnified Party"), its affiliates and their respective officers, directors, employees and representatives, and the successors and assigns of any of them, from and against, and reimburse them for, all claims, damages, costs and expenses, including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses, resulting from (a) any breach of any representation, warranty, covenant, obligation or other agreement contained in this Agreement; (b) out of any failure of such party to comply with any applicable laws, statutes, ordinances or regulations; (c) any act or omission or negligence of such party or its employees, agents, contractors or invitees; and/or (d) any claim for personal injury or property damage or otherwise brought on behalf of any third party person, firm or corporation against the Indemnified Party as a result of or in connection with services provided by the indemnifying party under this Agreement, which claim does not result from the intentional acts or the gross negligence of the Indemnified Party. In addition, Vendor's indemnities under this paragraph shall extend to claims against CBS Radio resulting from (i) any announcements, advertisements or other commercial copy produced, provided or approved by Vendor 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 Vendor's sold or provided as samples to third parties by Vendor or by CBS Radio as part of such party's responsibilities under this Agreement. All of the foregoing indemnities shall survive the termination of this Agreement. 8. Trademarks. Vendor hereby grants to CBS Radio, and CBS Radio hereby accepts from Vendor for the Term of this Agreement the right to use the names, designs, illustrations, logos and trademarks of Vendor in connection with the promotion of the Event; provided, however, that CBS Radio shall be bound by any which Vendor informs CBS Radio of in advance and in writing. 9. Foree Maieure. Neither party shall be liable for any failure or delay due to act of God; inevitable accident; fire, riot or civil commotion; act of public enemy; enactment, rule, order or act of government or governmental instrumentality (whether federal, state, local or foreign); failure of technical facilities; or other cause of similar or different nature beyond the control of the parties. 10. Entire Agreement: Choice of Law: Severability. This Agreement constitutes the entire agreement between the parties and shall supersede any and all other agreements, whether oral or otherwise, between the parties. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. The Agreement will be governed by and construed according to the laws of the State of Florida. If any term or provision of this Agreement, or the application thereof to any person or circumstance shall, to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 11. Counterparts. This Agreement may be executed in one or more counterparts and by facsimile signature, each of which shall be deemed original, and all of which together will constitute one and the same instrument. In witness whereof, this Agreement and the standard terms and conditions attached hereto is executed as of the date set forth above. CBS Radio Stations Inc., d/b/a WLLD By CI1Y OF CLEARWATER By2/~ < Kevin Dunbar Parks & Rec Director -