SPONSORSHIP AGREEMENT - STATION WYUU 92.5 - MAXIMAStation WYUU 92.5/MAXIMA
SPONSORSHIP AGREEMENT
This agreement (the "Agreement") dated as of October S , 2014, is by and between CBS Radio Stations Inc. owner
and operator of radio station WYUU(FM) ( "WYUU 92.5 FM" or "CBS Radio "), 9721 Executive Center Drive, Suite 200, St.
Petersburg, FL 33702 and the City of Clearwater, ( "Clearwater" or "City"), P.O. Box 4786, Clearwater, FL 33758 with respect to
advertising, promotional and sponsorship services for "MAXIMA'S Hispanic Heritage Concert" (the "Event ") scheduled to take
place on Sunday, October 12, 2014 at Coachman Park, downtown Clearwater, FL (" 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 October 12, 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 Clearwater.
2. WYUU 92.5 -FM Responsibilities. WYUU 92.5 FM agrees that it shall be responsible for the following:
a. Assist the City with negotiating and securing talent to perform at the Event.
b. A minimum of (200):30 second recorded promotional announcements to air on WYUU 92.5 FM 8/13/14-
10/1/14. Produced promotional announcements will acknowledge the City of Clearwater (or additional City
sponsors as selected by City on a mutually agreeable rotation).
c. A minimum of (200):30 second live promotional announcements to air on WYUU 92.5 FM from 8/13/14-
10/12/14.
d. Event details posted on WYUU 92.5 FM website www.925MAXIMA.com events page from 8/13/14-
10/12/14.
e. Interview artists performing at the Event on WYUU 92.5 FM at a time to be determined.
f. Perform a Six (6) hour remote broadcast from the Event to encourage walk up ticket sales.
g. WYUU 92.5 FM will distribute materials (flyers, brochures, etc.) at other WYUU 92.5 FM events that take
place in September. Materials to be provided to WYUU 92.5 FM by Clearwater, which are subject to
WYUU 92.5 FM's approval, which shall not be unreasonably withheld or delayed.
h. Provide WYUU 92.5 FM logo to use on materials produced to promote the Event, provided however that
such use shall be subject to WYUU 92.5 FM's approval, which shall not be unreasonably withheld or
delayed.
i. Secure an in -kind food sponsor for the Zona Maxima & sponsor hospitality tents.
3. Clearwater's Responsibilities. Clearwater agrees that it shall be responsible for the following:
a. Recognize WYUU 92.5 FM as the exclusive media sponsor of the Event. WYUU 92.5 FM's status as
exclusive media sponsor will appear on all marketing materials with WYUU 92.5 FM logo representation,
provided however that such logo representation shall be subject to WYUU 92.5 FM's approval, which shall
not be unreasonably withheld or delayed. In addition, WYUU 92.5 FM shall have the exclusive right to do
on -site live broadcasts from the Venue; to have on air personalities emcee the Event; introduce artists and do
on -stage announcements at the Event; to display radio station signage and banners and vehicle placement
both on the stage and around the park both inside and outside the Venue the day of the Event; to distribute
radio station promotional items including fans, stickers, t- shirts, etc. (no other radio station will be permitted
to distribute any such items on the day of the Event at the Venue); and to hold private VIP " Meet and
Greets" with selected artists. Clearwater agrees that no other radio station shall be associated with the Event.
b. Coordinate with the artists' production /tour managers with respect to all advance work including without
limitation artist riders. WYUU 92.5 -FM's role in the Event is solely limited to what is set forth in this
Agreement.
c. On -site logistics including stage set -up, sound set -up, and stage management.
d. Issuing payment for artists' performances, to include wiring deposits and cash balances.
e. Provide WYUU 92.5 FM with 150 passes to Zona Maxima for on -air giveaways apd staff and 40 for WYUU
92.5 FM client sponsorship packages, with more as available as required by sponsorship packages for each
day, Saturday & Sunday. If the number of VIP passes in sponsorship packages sold by WYUU 92.5 exceeds
this amount, additional VIP passes to be provided to WYUU 92.5 for such sponsors free of charge upon
mutual agreement between City and WYUU Radio.
f. Provide WYUU 92.5 FM with 500 general admission tickets for the Event at no charge.
g. Provide WYUU 92.5 FM with 100 parking passes for the Event at no charge. If the auto sponsorship is sold,
additional parking passes to be provided free of charge upon mutual agreement between City and WYUU
Radio.
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h. Include the WYUU 92.5 FM logo in all marketing materials produced. Include WYUU 92.5 FM in all
newspaper advertisements placed. Approval on placement from WYUU 92.5 FM required prior to
publication or distribution of any material that includes the WYUU 92.5 FM logo.
i. Include WYUU 92.5 FM and any WYUU 92.5 - specified sponsors in the :30- second pre- recorded spot to be
shown on continuous loop tape during stage breaks.
j. Provide WYUU 92.5 FM with 4 vendor general admission tickets for each booth sold into the Event by
WYUU 92.5 FM. Set ticketing prices as follows: $15 General Admission Advance, $20 General Admission
Day of show, $70 Zona Maxima, $75 Zona Maxima day of show, kids 10 and under free (general admission
only).
k. Be solely responsible for all contracting and arrangements with licensed and bonded security and medical
personal, including police personnel, in numbers sufficient to adequately cover the Event and meet any
applicable license, permit or other municipal or state requirements.
I. Coordinating all ticket sales.
m. Collection of all ticket revenue and other applicable revenue.
n. Payment of all bills in connection with the Event.
o. Disbursement of all financial settlements for the Event, if any.
p. Secure all necessary federal, state and/or local licenses and permits required to hold the Event at the Venue,
including but not limited to all permits and /or licenses required for the sale of alcoholic beverages.
q. Provide all necessary materials including ice and manpower for set -up and running alcohol sales, cashiers, set
up and cleanup of the alcohol sales area and providing tents, tables, chairs and fencing of such area.
4. Fees/Revenues. The parties agree to the following:
a. CBS Radio will retain 60% of all third party sponsorship Net Revenue, sold by CBS Radio to its clients, in
association with the Event with the exception of the following categories: Beer, food vendors and those
exhibitor booths set forth in 4(d), which are exclusive to Clearwater. Clearwater will receive 100% of the
gross revenue from booths that Clearwater sells into the Event and sponsorships in the food and beer
category. Net Revenue shall be defined as gross revenue from all third party sponsorships sold by CBS
Radio less CBS Radio expenses (and/or client expenses incurred by City on behalf of CBS Radio and which
have been preapproved in advance in writing by CBS Radio) and CBS Radio commissions.
b. CBS Radio shall receive $4.25 per ticket sold for Event, verified by the ticketing agent (and if needed, an
audit of ticket sales) and the City of Clearwater will retain the balance of all Ticket Sales and be responsible
to pay the sales tax on each ticket.
c. CBS Radio shall pay 60% of any expenses related to tents, tables and chairs for WYUU 92.5 -FM's third party
sponsors that have been sold into the Event and 60% of expenses related to tents, tables and chairs for the
Hospitality Area; provided however that CBS Radio must preapprove such expenses in writing.
d. Unless agreed to in writing, CBS Radio recognizes that Clearwater has exclusive rights to sell the following
sponsors into the event: Wow! Cable, Great Bay/Budweiser, JJ Taylor Distributors, Tampa Bay Times,
Embassy Limousines, Downtown Development Board, Costco, Coke, Brighthouse, Mugs on Missouri,
Accessorize with Bass, ADT Security System, Affordable Travel and Tours, Aiko Aiko (Formerly
Flashman's), All My Children Crafts, American Travel, Anaconda Sports, Angela's Purses, Any Collections
Sunglasses, Bay Area Chiropractic Bay Area Remodelers Inc., Diamond Jim Toys, Dianetics, Emerald Coast
Bungee, EZ Hang Chairs, Family Bounce, Flashman's Lights, Hammerhead's Seafood and Grill, Health
Source Chiropractic, Healthy Start Pinellas, Herbal Wise, International Impulse, JoSy Creations, Just For Fun
Airbrush Tattoos, Legendary Rhythm and Blues Cruise, Marcelino Robles Distributors, Mi Pueblito Fashion,
Musical Caribe Inc., My Mariposa Designs, Phil Kutno Studios, Piano Lessons In Your Home, Inc., RDG
Enterprises, RocoTraders, Rose and Crystal Inc., Smooth Music Cruise, , Solid Inspiration Art/Publishing,
Suncoast Sales, Tequila Latin Store, Tom Tom, Tommy Two Hats, Treasure Cove Ent., Tropical Scooters
LLC, US Census Bureau, Verizon Wireless, VIP Sunglass Company, Worldwide Destination Services, YTB
Creations, Florida Blood Services, Prodigy Culture Arts Program, Ruth Eckerd Hall, , La Casa Latina, Randi
Bling Jewelry, Hyatt Regency , Hilton Clearwater Beach, Sheraton Sand Key Resort, Risoldi Family
Chiropractic, American General, Liberty Tax Service, Teak Furniture GalleryAffinity Arts, Billy The Tree,
Blues Conspiracy, Caroline's Gems and Jewels, CoreHealth of Clearwater LLC, DreamStuff 2000, LLC,
Enchanted Sunshine, Essentials By Paula, Glassy Lady Jewelry, Healthy Hoops, IdolsArt, Kat's Kandles &
Krafts, La Casa Latina, Lex -USA Corp., MJ Designs, Natural Garden Soaps, Pirate Jonny's BBQ Rubs and
Seasoning, LLC, Recycled Creations, Redneck Steak Beef Jerky, Simply Bella Bowtique, Synergy Spine &
Health Center, Unique Nautical Art, Citizens Commission on Human Rights of Florida, All Around
Amusements, Clearwater Threshers, A2Z Marketing, Sunshine Style, Resort Property Promotions, Spinal
Correction Centers.
5. Representations and Warranties. Each party hereto represents, warrants and covenants to the others 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
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breach or 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.
City will not use or allow others in its employ or control, including but not limited to its agents, employees,
subcontractors, volunteers, or Artists (which for the purposes of this Agreement shall all be included in the term
"Producer "), 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 Venue (which may be granted or
denied at the Venue's sole discretion); (iii) the local fire department or fire agency having jurisdiction over the Venue
and (iv) 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."
6. Insurance. The City of Clearwater is a self insured entity. As such, the City will provide proof of insurance, upon
request. CBS Radio 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. Clearwater will furnish evidence of such
insurance to WYUU 92.5 FM prior to the start of the Event. The evidence should be in the form of a Letter of Self -
Insurance. Clearwater shall keep such insurance in effect during the Term of the Agreement. Notwithstanding
anything contained herein to the contrary, this insurance provision shall not be construed as a waiver of any immunity
to which City is entitled or the extent of any limitation of liability to pursuant to Section 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.
7. Trademarks. Each party agrees that the other party has no right, license, title, and interest in or to use any names,
designs, illustrations, logos and trademarks of the other party in connection with the promotion of the Event except as
set forth in this Agreement. Each party hereby grants to the other party the right to use such party's names, designs,
illustrations, logos and trademarks (including the HISPANIC HERITAGE CONCERT mark that belongs to City) set
forth as follows 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. Neither party
may assign or transfer its rights to use such marks to any third parties without the prior written consent of the granting
party. WYUU 92.5 FM acknowledges that in the event that WYUU 92.5 is no longer the exclusive radio partner of the
City for the Hispanic Heritage Concert or similarly named event produced by the City, WYUU 92.5 will not produce or
participate in another event entitled "Hispanic Heritage Concert" or "Hispanic Heritage Festival," so as not to compete
with the City of Clearwater's 2014 event.
8. 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
majeure (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.
9. 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.
10. Force Majeure. 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.
11. 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
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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.
12. 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.
13. Indemnity To the extent permitted by Florida Statute 768.28, the 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 (the "Indemnified Party"), from and against, and reimburse them for, 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 the negligence of the City in (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 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 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.
The Station shall indemnify, defend, and hold harmless the City, its affiliates and their respective officers, directors,
employees, agents and representatives, and the successors and assigns (the "Indemnified Party"), from and against, and
reimburse them for, 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 Station's obligations as provided above in this paragraph,
Station's indemnities shall extend to claims against any City Indemnified Party resulting from (i) any announcements,
advertisements or other commercial copy produced or provided by Station for broadcast by Station or its affiliates,
including proceedings or litigation alleging infringement, unlawful use or violations of copyright. All of the foregoing
indemnities shall survive the expiration or termination of this Agreement.
CBS Radio Stations Inc. owner and operator of radio station
WYUU(FM)
By ! Date
Ste arver
Se Vice President, Market Manager
City of Clearwater
By Date
Kevin Dunbar
Director, Parks & Recreation
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City Signature Page for Sponsorship Agreement
with WYUU (FM)
for Maxima's Hispanic Heritage Concert
Countersigned:
— Ck.Z.9\stiVAW>
George N. Cretekos
Mayor
CITY OF CLEARWATER, FLORIDA
By:
Approved as to form: Attest:
Laura Lipowski Mahony
Assistant City Attorney
/4-44721
William B. Horne, II
City Manager
Rosemarie CaII
City Clerk