WILD SPLASH 2014 EVENT AGREEMENTWILD SPLASH 2014 EVENT AGREEMENT
Between the City of Clearwater and CBS Radio Stations Inc.
This agreement (the "Agreement ") dated as of February 5, 2014 is by and between CBS Radio Stations, Inc.
owner and operator of WLLD(FM) ( "CBS Radio" or "Station ") , 9721 Executive Center Drive, Suite 200, St.
Petersburg, FL 33702 and the City of Clearwater, Parks and Recreation Department ( "Clearwater" or "City "), P.O.
Box 4786, Clearwater, FL 33758 with respect to a venue and certain production services for the CBS Radio Wild
Splash event (the "Event "), scheduled to take place on Saturday, March 8, 2014 at Coachman Park, downtown
Clearwater (" Venue "). The parties agree that this Agreement supersedes and renders null and void the Agreement
between CBS Radio and Clearwater dated January 23, 2014.
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 Event, which is currently scheduled for March 8, 2014, or the date on
which all obligations of the parties set forth herein have been fulfilled. Due to the promotional nature of
this Agreement, the parties agree that this Agreement is firm and non - cancelable by City.
2. CBS Radio Responsibilities. CBS Radio agrees that it shall be responsible for the following:
a. CBS Radio shall be responsible for producing, organizing and coordinating the Event, including but not
limited to all contracting and arrangements with artists; backline, sound, stage, roof, lighting, and stage
crew for the Event, as may be required by band riders; police, security, paramedic /EMT costs; event
fencing; artist catering, rider fulfillment, and backstage VIP /sponsor hospitality area(s) at the Event.
b. CBS Radio shall pay City the flat fee set forth in Section 4(a) for use of the Venue and for other
services provided by City hereunder (the "Fee ").
c. CBS Radio agrees to use City's exclusive ticketing system/vendor ETix for all ticket sales for this
Event.
d. CBS Radio shall promote the Event.
e. CBS Radio shall have the right to sell third -party sponsorship inclusion for the Event, including on -site
and pre - promotional partners, provided that CBS Radio shall not be obligated to secure any third -party
sponsorships. CBS Radio shall retain all gross revenues from the sale of such third -party sponsorships.
3. City's Responsibilities. City agrees that it shall be responsible for the following:
a. City shall provide the Venue to Station for the Event.
b. City shall be responsible for coordinating and providing four (two 50', two 60') dressing trailers, one
20' production trailer, dumpsters, portalets, hold tanks, parking attendants, plumbing, electricians, two -
way radio rental, barricades, volunteer groups, any and all licenses for the Event.
c. City shall coordinate with its exclusive ticketing vendor ETix to provide advance purchase ticketing
and on -site ticketing operations.
d. City shall be solely and exclusively responsible for selling, pouring, and serving alcoholic beverages at
the Event, including but not limited to securing, at City's sole cost and expense, any and all necessary
state or local licenses /permits required to serve alcoholic beverages at the Event; complying with any
insurance requirements in connection with the provision of alcoholic beverages at the Event as may be
required by any state or local law or regulation; providing appropriate staffing required for the
provision of said services for the Event; processing age identification for all persons attempting to
purchase alcoholic beverages at the Event; and indemnify, defend and hold harmless CBS Radio from
and against any claims resulting from or arising out of the provision of alcoholic beverages at the
Event, as more fully set forth herein. City shall comply at all times with all applicable federal, state
and local laws and regulations, including but not limited to all regulations of the Florida Division of
Alcoholic Beverages and Tobacco, in connection with the Event.
e. City shall provide on -site logistics including stage set -up, sound set -up, and stage management for the
Event. (CBS Radio shall select vendors.)
f. City shall coordinate with CBS Radio regarding rider fulfillment for the selected artists and shall
provide any items reasonably requested by CBS Radio. City shall provide such items at cost to CBS
Radio (such costs must be pre- approved by CBS Radio in writing), and CBS Radio shall be responsible
for such pre- approved costs at settlement. [Station to provide additional details on artist rider needs.
g.
City shall coordinate with CBS Radio and shall pay the selected artists arranged by CBS Radio. Artist
payments must be pre- approved by CBS Radio in writing, and CBS Radio shall be responsible for such
pre- approved costs at settlement.
h. City shall have the right to sell food and beverage in concession booths at the Event, provided that City
shall not be obligated to secure any such booths for the Event. City shall retain all gross revenues from
the sale of such food and beverage concession booths and concessions. City shall be responsible for all
contracting and arrangements with these booth vendors. All such vendors must be pre- approved in
writing by CBS Radio, such approval not to be unreasonably withheld or delayed.
4. Fees/Revenues. The parties agree to the following:
a. City shall remit to CBS Radio 100% of the net ticket revenue from the Event at settlement (no later
than March 14, 2014). Net ticket revenue from the Event shall mean gross ticket revenue received by
ETix less:
i. A fee of $2.50 (early bird) and $4.75 (regular price & Deep End/VIP) that ETix shall retain;
ii. A Fee of $23,000.00 that the City is charging CBS Radio for services rendered hereunder; and
iii. Any reimbursable costs /expenses incurred by City as set forth in Section 3(f) -(g) above, that
have been pre- approved in writing by CBS Radio.
Except as provided herein, City shall be responsible for all other costs it incurs related to the Event (and shall not
deduct these costs from gross ticket revenue). Any costs to be borne by CBS Radio must be preapproved by CBS
Radio in writing.
b. CBS Radio shall retain 100% of gross third party sponsorship revenue in association with the Event.
c. City shall keep 100% of the gross revenue from food and beverage concession booths City has sold
into the Event and 100% of the gross revenue from such concessions sold at the Event.
5. Intellectual Property. Each of CBS Radio and City agree that the other party has no right, license, title,
interest and property to use any names, designs, illustrations, logos, seals and trademarks of the other party
in connection with the promotion of the Event as the date of the Agreement except as set forth in the
Agreement. Each party hereby grants to the other party the right to use such party's names, designs,
illustrations, logos and trademarks in connection with the promotion of the Event; provided, however, that
each party shall be bound by any restrictions imposed upon them by the granting party with respect thereto
in advance and in writing. The parties acknowledge and agree that the "WILD SPLASH" mark shall be the
sole and exclusive property of CBS Radio and that no rights in or to any such marks shall vest in City.
6. Relationship of the Parties. This Agreement does not create a partnership or joint venture of the parties,
nor does it make either party the agent or representative of the other. Neither party has the authority to bind
the other or to incur any liability on behalf of the other, nor to direct employees of the other.
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In witness whereof, this Agreement, including the standard terms and conditions attached to this
Agreement, is executed as of the date set forth above.
CBS RADIO STATIONS INC., owner and operator of
Radio on W D
By: I
N e: S F Carver
Title: S Market Manager
1—(-)) ,2. i . latZ
CITY OF CLEARWATER
By:
Name: Kevin E. Dunbar
Title: Director of Parks & Recreation
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Countersigned:
"-R teI c•tkt tcfrof
George N. Cretekos
Mayor
Approved as to form:
Laura Lipowski Mahony
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
By: 10 Az., 4 - att+.-►.. f.
William B. Horne, II
City Manager
Attest:
Rosemarie Cali
City Clerk
Standard Terms and Conditions
Representations and Warranties. Each party hereto represents,
warrants and covenants to the others as 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 (c) no
approval or other action by any governmental authority or agency,
or any other individual or entity, is required in connection herewith.
City will not use or allow others in its employ or control, including
but not limited to its agents, employees, subcontractors, or
volunteers (which for the purposes of this Agreement shall all be
included in the term "City "), to use any Incendiary Devices in the
Venue or as part of the Event without the prior written approval of
(i) CBS Radio (which may be granted or denied at CBS Radio's
sole discretion); (ii) the local fire department or fire agency having
jurisdiction over the Venue and (iii) any other governmental agency
having jurisdiction over such activities. For the purposes of this
Agreement, the term "Incendiary Devices" shall include, but not be
limited to, any type of pyrotechnics, fireworks, open flames, lasers,
"sparklers ", "balls of flame ", "flash pots ", "gerbs" or "gerb fans."
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): $2,000,000 each occurrence;
Comprehensive Automobile Liability Bodily Injury & Property
Damage: $ 2,000,000 each occurrence; Workers' Compensation:
Statutory Benefits required in the state of operation. Such
insurance will include host and liquor liability insurance. City will
furnish evidence of such insurance to Station no less than thirty
(30) days prior to the start of the Event. The evidence must be in
the form of a Certificate of Insurance which shall name Station,
CBS Radio Inc. and CBS Corporation as additional insureds. The
certificate shall contain a clause indicating that a 30 -day notice of
cancellation or material change will be provided to Station. City
shall keep such insurance in effect throughout the Term of the
Agreement. In accordance with Florida law, the City may self -
insure to meet its insurance obligations hereunder and, in such
case, City shall provide Station with a Letter of Self- Insurance
reflecting same.
Indemnity To the extent permitted by Florida Statute 768.28, Each
ofStation and City shall indemnify, defend, and hold harmless the
other party, its affiliates and their respective officers, directors,
employees, agents and representatives, and the successors and
assigns of any of them (the "Indemnified Party "), 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, to the extent arising out
of or resulting from (a) any breach by the indemnifying party of any
representation, warranty, covenant, obligation or other agreement
contained in this Agreement; (b) any failure of the indemnifying
party to comply with any applicable laws, statutes, ordinances or
regulations; (c) any act or omission or negligence of the
indemnifying party, including 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.
Without limiting City's obligations as provided above in this
paragraph, City's indemnities shall extend to claims against any
Station Indemnified Party resulting from (i) any announcements,
advertisements or other commercial copy produced, provided or
approved by City for broadcast by Station 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
of City's products that were sold or provided as samples, whether
by City or Station; and /or (iii) any defect, alleged or real, in the
condition, maintenance of the Venue. All of the foregoing
indemnities shall survive the expiration or termination of this
Agreement. Notwithstanding anything contained herein to the
contrary, this indemnification provision shall not be construed as a
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waiver of any immunity to which City is entitled or the extent of any
limitation of liability to pursuant to § 768.28, Florida Statutes.
Furthermore, this provision is not intended to nor shall be
interpreted as limiting or in any way affecting any defense City may
have under § 768.28, Florida Statutes, or as consent to be sued
by third parties.
Broadcast of Radio Spots. Station shall have the right to decline
clearance of any radio spot provided or approved by City, without
liability to Station, if such radio spot does not conform to Station's
standards and practices as uniformly applied. Station'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 the broadcast of any program which
Station 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 not constitute a breach of this
Agreement. Except as otherwise provided herein, the broadcast of
any spot advertising hereunder shall be governed by the terms and
conditions of CBS Radio's standard terms and conditions for
advertising (copies available upon request), which is incorporated
herein.
Nondiscrimination Statement. CBS Radio and its stations do not
discriminate in advertising contracts on the basis of race or
ethnicity, and will not accept any advertising which is intended to
discriminate on the basis of race or ethnicity. City represents and
warrants that it is not purchasing time from CBS Radio or its
stations that is intended to discriminate on the basis of race or
ethnicity.
Counterparts. This Agreement may be executed in one or
more counterparts and signed copies may be delivered by
facsimile or e-mail, in which event, each of which shall be
deemed original, and all of which together will constitute one
and the same instrument.
Force Maieure. If based on events beyond its reasonable
control, including but not limited to acts of God, war,
inevitable accident, fire, lockout, strike or other labor dispute,
riot or other civil disturbance or commotion, transportation
closures or other delays related to acts of war or any
enactment, rule, order or act of any governmental
instrumentality, Either Party is unable to proceed with the
Event, that Party shall have the right to cancel or postpone
the Event. Furthermore, the parties agree that each Party
has the right, in its sole discretion, to cancel or postpone the
event in the event of inclement weather. If either Party
cancels the Event based on the reasons set forth in this
paragraph, neither party shall have any further obligation to
the other party.
Artists. The parties agree that Station shall not be
responsible if (a) an artist scheduled to perform at the Event
does not perform as scheduled, or (b) Station is unable to
secure the performance of a particular artist for this Event.
Such artist non - performance, as set forth in this paragraph,
shall not relieve City of its obligations hereunder, to the
extent of the City's obligations to perform hereunder are not
frustrated in any material respect by the non - performance of
that particular artist.
Entire Agreement; Choice of Law; Severabilitv. 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 in which
Station's business offices are located (as set forth in the preamble
to this Agreement) and the parties hereby consent to the exclusive
jurisdiction of the state and federal courts located in the city and
state where the Station's business offices are located. 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.
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ADDENDUM TO WILD SPLASH 2014 EVENT AGREEMENT BY AND BETWEEN
CBS RADIO AND CLEARWATER
I. It is understood that CBS Radio and the City will Co- Promote the Event at Coachman Park located at
301 Drew Street, Clearwater, Florida. It is understood that CBS Radio is the owner /producer /presenting
sponsor of the Event and the Event, in CBS Radio's sole discretion, may be a paid event to the public.
II. It is also understood that the City now has a sound policy for certain types of concerts to which CBS
and performers contracted by CBS must adhere . The law or policy set by City officials mandate that the
decibel level remain at or below 95 db at all times for the Event at Coachman and must be done by 11:00
p.m. on Saturday, March 10, 2012.
III. It is also understood that the City officials have established safe capacity limits for Coachman Park.
For the Event, the Clearwater Fire Marshall's office will set the maximum capacity after receiving the site
plan. Typically for Event of this scope, the capacity has averaged 12,000- 13,000. This capacity will apply
to all tickets sold through ETix and/or day of show, as well as credentials distributed and vendors /staff in
the venue.
IV. It is understood that the City has established guidelines for Temporary Event Structures (TES) used at
this facility. CBS Radio and it's vendors will comply with the guidelines, as provided by the City of
Clearwater.
V. The City also requests the right to be informed of the potential artists that are anticipated to be booked
to perform at the Event, so that these artists may be researched as to any major security/safety problems
that were encountered by other venues, at previous concerts, held around the country. The City retains
the right under its Special Event Permit process to prevent or discontinue activities which compromise the
safety of the public.
VI. While both parties understand that certain types of behavior occurs at concerts and that the artists
while once on stage will say whatever they want, it is also understood that CBS Radio as a good partner
with the City, will not allow its staff and DJ's to encourage the audience to commit illegal acts from the
stage.
VII. The parties agree that CBS Radio shall not be responsible if (a) an artist scheduled to perform at the
Event does not perform as scheduled, or (b) CBS Radio is unable to secure the performance of a
particular artist for the Event. Such artist non - performance, as set forth in this paragraph, shall not relieve
the City of its obligations hereunder, to the extent City's obligations are not frustrated in any material
respect by such non - preformance.
VIII. This also acknowledges that, because CBS Radio has decided to make the Event a paid event to the
public, the City, as co- promoter with CBS Radio, will utilize their ETix account for the sale of tickets to
the concert Event. The ticket revenue from the sale of the tickets shall belong to CBS Radio. The City
upon receipt of the final settlement check from ETix will deposit the check into the City's Event
development account, then issue a check to CBS Radio for the amount of the check minus any deductions
outlined in the Agreeme
date:" City: initials date: '2
CBS Radio: initials /*
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