SPECIAL EVENT AGREEMENT - 2019 HISPANIC HERITAGE CONCERTCITY OF CLEARWATER SPECIAL EVENT AGREEMENT
WITH BEASLEY MEDIA GROUP. LLC
2019 HISPANIC HERITAGE CONCERT c2
This Agreement ("Agreement") dated as of .. ccs co , 2019 is by and
between the City of Clearwater, Parks and Recreation Department ("City"), P.O. Box 4748,
Clearwater, FL 33758 and Beasley Media Group, LLC, owner and operator of WYUU(FM)
("Beasley" "Station" or "Partner"), 9721 Executive Center Drive N, Suite 200, St. Petersburg, FL
33702, with respect to a venue and certain production services for the Herencia Hispana Concierto
/ Hispanic Heritage Concert ("Event"), scheduled to take place on October 13, 2019 at Coachman
Park, 301 Drew Street, Clearwater, FL 33755 ("Venue").
WITNESSETH:
WHEREAS, the City produces several special events during the year for the enjoyment and
entertainment of the citizens of Clearwater and the surrounding area; and
WHEREAS, the City desires to offer these events at the lowest cost possible to the participants;
and
WHEREAS, in order to offer quality professional events, the City recognizes its need to
develop partnerships with local radio and entertainment organizations; and
WHEREAS, Partner and City desire to enter into an Agreement to develop and promote an
Event benefiting both Partner and City.
1. TERM. The term of this Agreement ("Tenn") shall begin and continue through the
later of the conclusion of the Event, which is currently scheduled for October 13, 2019, or the
date on which all obligations of the parties set forth herein have been fulfilled.
2. PARTNER RESPONSIBILITIES. Partner agrees that it shall be responsible for the
following, unless modified by Section 16 — Unique Provisions/Conditions:
a. Partner agrees to and shall be responsible for contracting and arranging artists, backline,
sound, stage, roof, lighting, and stage crew, artist catering, rider fulfillment, and backstage
VIP/sponsor hospitality area(s) at Event. Expenses related to the artist's performance and
production are subject to the payment structure outlined in Section 5(b).
b. Partner agrees to use City's exclusive ticketing system/vendor for all ticket sales for Event.
City, upon receipt of final settlement check from the ticketing vendor, will deposit the
check into City's Event Development account, then issue a check to Partner within 45 days
for the amount due to Partner based on final event settlement outlined in Section 5(b).
c. Partner shall be responsible for promoting Event.
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d. Partner shall have the right to sell or obtain third -party sponsorships and vendors for
inclusion to Event, including onsite and pre -promotional partners; however, Partner is not
obligated to do so. Partner shall retain all gross revenues as outlined in Section 5(c) from
the sale of such third -party sponsorships or vendors excluding sponsors in the alcoholic
beverage and soda categories which will belong to the City.
e. Partner shall be responsible for all artists requests for accommodations, transportation,
catering, riders, production, and any other cost associated with the performing artists.
3. CITY'S RESPONSIBILITIES. City agrees that it shall be responsible for the following:
a. City agrees to and shall provide the Venue (Coachman Park and surrounding areas) to
Partner for Event. Venue shall be in order and ready to be set up for Event on October 13,
2019 and at least 3 days prior to the Event.
b. City agrees that all backline, sound, stage, roof, lighting, and event fencing will not be
altered, or requested to be altered, in such a way as to not meet City and State requirements,
including safety and wind requirements set forth by City.
c. City agrees to and shall be responsible for organizing and coordinating event fencing
through City's pre -approved vendor(s), police, security, and paramedic/EMT services at
Event.
d. City shall be available to help Partner in facilitating onsite logistics and for ensuring that
all backline, sound, stage, roof, and lighting meets or exceeds any and all City and State
requirements, including safety and wind requirements set forth by the City; that such
services are adequately insured and that any and all work to set up and maintain such will
be performed to the highest safety standards possible in order to minimize accidents and
injuries.
e. City shall be solely responsible for procuring licenses and the licensing payments to BMI,
ASCAP, SESAC and GMR Any additional fees specific to this Event will become a
shared expense to be paid out of the ticketing revenue upon notification in writing to
Partner.
f. Per Partner's written request and fee approval, City agrees to and shall provide four (4)
dressing trailer(s), one (1) production trailer, three (3) dumpsters, a proportionate number
of portable toilets and hold tanks, parking attendants, plumbers, electricians, two-way
radio, barricades, staffing, and security.
City shall coordinate, as requested, with its exclusive ticketing vendor to provide for
ticketing operations, including advance purchase and onsite sales.
h. City shall be solely and exclusively responsible for selling, pouring, and serving alcoholic
beverages at Event, including but not limited to the following: (1) secure, at Citys expense,
any and all necessary state or local licenses/permits required to serve alcoholic beverages
g.
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at Event; (2) comply with any local or state regulations and insurance requirements in
connection with the provisions of alcoholic beverages at Event; (3) provide appropriate
staffing for the provision of said services for Event; (4) process age identification for all
persons attempting to purchase alcoholic beverages at Event and (5) provide General
Liability Insurance, including Liquor Liability coverage, in no less than $2,000,000 per
occurrence/$3,000,000 aggregate. City agrees to and 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 Event.
i. City shall have the right to sell food and beverage concession booths at Event and
concessions; however, City shall not be obligated to secure any such booths and
concessions for Event. City shall retain all gross revenues from the sale of such food and
beverage concession booths and concessions.
4. ADDITIONAL CONDITIONS.
a. It is understood that Partner and the City will co -promote the Event. It is understood that
Partner is the owner/producer/presenting sponsor of the Event and the Event, in Partner's
sole discretion, may be a paid event to the public.
b. It is understood by Parties that the City has a sound policy for concerts to which Partner
and Artists contracted by Partner must adhere. The law or policy set forth by City officials
mandates that the decibel level remain at or below 96db at all times for this Event at this
Venue and a measuring device must be present at the Front -of -House sound booth to
monitor the levels. There is also a hard curfew of 10 p.m. on October 13, 2019.
c. It is understood that City officials have established safe capacity limits for the Venue for
the Event. The Clearwater Fire Marshall's office will set the maximum capacity after
reviewing the site plan. Typically, the capacity for other events at Coachman Park has
averaged 12,500 - 13,500. Capacity will apply to all advance purchase and onsite tickets
sold through the ticketing vendor, to credentials distributed, and to vendors/staff in the
Venue, as well as volunteers, staff, etc. that occupy the Venue.
d. It is understood that the City has established guidelines for Temporary Event Structures
(TES). Parties and their vendors, if applicable, will comply with any and all TES
guidelines, as provided by the City.
e. The City requires Partner to have all performers approved before, they are confirmed to
perform at Event, such approval not to be unreasonably withheld or delayed. Artists will
be researched for any major security/safety concerns that have been encountered at
previous concerts held in similar venues. City retains the right under its Special Event
Permit process to prevent or discontinue artists or activities which may compromise the
public's safety, as determined in the reasonable discretion of the City.
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f. Parties understand that neither Partner nor City will permit its staff, representatives or
agents, including DJ's, to encourage the audience to commit illegal or dangerous acts from
the stage.
5. FEES/REVENUES. The Parties agree to the following:
a. Partner shall provide promotion and advertising valued at a minimum of twenty-five
thousand dollars ($25,000) fee in exchange for the use of the Venue. Partner shall provide
and produce records as requested as to the total of promotional and advertising value given.
b. The City and Partner will split any revenue generated from net ticket sales equally, with
50% due to Partner and 50% due to the City. Settlement shall take place within 45 days
from receipt of check from ticket vendor. Net ticket sales from Event shall mean gross
ticket revenue less:
i. A fee of (i) one dollar ($1) per ticket (for tickets priced between $0.00-
$5.00), (ii) one dollar and seventy-five cents ($1.75) per ticket (for tickets
priced between $5.01-$14.99), (iii) two dollars and fifty cents ($2.50) per
ticket (for tickets priced between $15.00-$29.99), OR four dollars and
twenty-five cents ($4.25) per ticket (for tickets priced $30.00 and over)
that ticketing vendor shall retain; and
u. A fee of three percent (3%) for credit/debit card processing, when
applicable, that ticketing vendor shall retain; and
iii. A delivery and handling fee of four dollars and fifty cents ($4.50), when
applicable, that ticketing vendor shall retain; and
iv. Mutually agreed upon expenses related to the artist's performance and
production will be paid from ticket sales revenue. These mutually agreed
upon expenses include: artist performance fee, artist catering, dressing
rooms, runner, rider requests, transportation for artist, production, staging,
and any other expenses mutually agreed on by both Station and the City that
relate to the artist and production of the show. Any additional expenses
requested by the City related to artist's performance and production
must be approved by the Partner in writing. Any additional expenses
paid by the City not approved by the Partner in writing will come out
of the City's revenue. Any additional expenses requested by the
Partner related to artist's performance and production must be
approved by the City in writing. Any additional expenses paid by the
Partner not approved by the City will come out of the Partner's
revenue.
v. In the event the shared expenses listed above in (iv) exceed shared revenues
generated from ticket sales, the City and Partner agree to split the losses
evenly.
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vi. The City not collect any facility and/or convenience fees associated with
ticket sales to the Event.
c. Partner shall retain one hundred percent (100%) of the Event sponsorship revenue,
including all revenues generated from the sale of third -party NTR, spot and digital
sponsorship packages sold by Station.
d. City shall retain one hundred percent (100%) of the gross revenues from food and beverage
concession booths and parking. The City will assume all other expenses related to
executing the Event including but not limited to: Golf Carts, fencing, trailers, plumbing,
porta lets, Wi-Fi, Event security, Clearwater Police, and Clearwater Fire Rescue services
and City Staffing needed to execute the Event All expenses, including but not limited to
those listed above, related to opening the Venue and staffing the Event will come out of
the City's revenue.
e. The City and Partner to discuss and mutually agree upon the ticket price scaling and
capacities of each ticket price level. Since the City is responsible for all ticketing if the
event, all comp tickets, promotion tickets, backstage passes, etc. must be requested by
Partner and approved in advance of the Event by the City, such approval not to be
unreasonably withheld or delayed.
6. INTELLECTUAL PROPERTY. Parties understand and 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 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
in connection with the promotion of Event; provided that each Party shall be bound by any
restrictions imposed upon them in writing by the granting Party with respect thereto. The Parties
acknowledge and agree that the "Maxima! Concierto Herencia Hispana (Hispanic Heritage
Concert)" event name, design, illustration, logo, and trademark shall be sole and exclusive
property of Beasley and that no rights in or to any such event name, design, illustration, logo,
and trademark shall vest in or to the other party.
7. 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 party or to incur any liability on behalf
of the other party, nor to direct employees or volunteers of the other party.
8. REPRESENTATIONS AND WARRANTIES. Each Party hereto represents, warrants,
and covenants to the other party:
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
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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. Both Partner and City are prohibited from using or allowing others in its employ or control,
including but not limited to its employees, agents, representatives, artists, vendors,
subcontractors, or volunteers (which for the purpose of this Agreement shall all be included
in the terms "City" and "Partner"), to use any Incendiary Devices in the Venue or as part of
Event without the prior written approval of the following:
(i) City (which may be granted or denied at City's sole discretion);
(ii) Clearwater Fire and Rescue ("CFR") or other local fire department or fire agency
having jurisdiction over the Venue, and
(iii)Any other governmental agency having jurisdiction over such activities.
For the purpose of this Agreement, the term "Incendiary Devices" shall include, but not
limited to, any type of pyrotechnics, fireworks, open flames, lasers, "sparklers," 'balls of
flame," "flash pots," "gerbs," or "garb fans."
In the event that City, CFR, and any other governmental agency gives their written
approval, Partner shall contract with City's pre -approved fireworks vendor for any and all
Incendiary Device use or other pyrotechnics display.
9. INSURANCE. Both City and Partner each understand and shall, at their own cost
and expense, acquire and maintain (and cause any subcontractors, representatives or agents
to acquire and maintain) during the term of this Agreement, sufficient self-insurance or
purchased insurance to adequately protect the respective interest of the parties. Purchased
insurance shall be obtained with a carrier having an AM Best Rating of A -VII or better.
Specifically, Parties must cavy the following minimum types and amounts of insurance on
an occurrence basis or in the case of coverage that cannot be obtained on an occurrence
basis, then coverage can be obtained on a claims made basis with a minimum four (4) year
tail following the termination or expiration of this Agreement:
a. Commercial General Liability Insurance coverage, including but not limited to,
premises operations, products/completed operations, products liability, contractual
liability, advertising injury, personal injury, death, and property damage in the
minimum amount of $2,000,000 (two million dollars) per occurrence and $3,000,000
(three million dollars) general aggregate. In addition, as part of its Commercial General
Liability Insurance, the City agrees to maintain Liquor Liability Insurance in no less
than the same limits as required for the Commercial General Liability Insurance.
b. Commercial Automobile Liability Insurance coverage for any owned, non -owned,
hired or borrowed automobile is required in the minimum amount of $2,000,000 (two
million dollars) combined single limit.
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c. Unless waived by the State of Florida, statutory Workers' Compensation Insurance
coverage in accordance with the laws of the State of Florida, and Employer's Liability
Insurance in the minimum amount of $100,000 (one hundred thousand dollars) each
employee each accident, $100,000 (one hundred thousand dollars) each employee by
disease and $500,000 (five hundred thousand dollars) aggregate by disease with
benefits afforded under the laws of the State of Florida. Coverage should include
Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's
Act coverage where applicable.
d. If the Parties are using their own property in connection with the performance of their
obligations under this Agreement, then Property Insurance on an "All Risks" basis
with replacement cost coverage for property and equipment in the care, custody and
control of others is recommended.
The above insurance limits may be achieved by a combination of primary and
umbrella/excess liability policies.
Other Insurance Provisions.
a. Prior to the execution of this Agreement, and then annually upon the anniversary
date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains
in effect, City will provide Partner with a Letter of Self -Insurance signed by City's Risk
Manager. Said letter will outline the limits of City's self-insurance and excess
insurance. Said letter does not guarantee or convey any rights to Partner, nor does it
waive City's rights under Florida Statute 768.28 and to any sovereign immunity. In
addition, when requested in writing from Partner, City will provide Partner with
certified copies of all applicable excess policies. The address where such letter and
certified policies shall be sent or delivered is as follows:
Beasley Media Group, LLC, owner and operator of WYUU(FM)
9721 Executive Center Drive N, Suite 200
St. Petersburg, FL 33702
b. Prior to the execution of this Agreement, and then annually upon the anniversary
date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains
in effect, Partner will furnish City with a Certificate of Insurance(s) (using appropriate
ACORD certificate, SIGNED by the Issuer, and with applicable endorsements)
evidencing all of the coverage set forth above and naming the City as an "Additional
Insured." In addition, when requested in writing from City, Partner will provide City
with certified copies of all applicable policies. The address where such certificates and
certified policies shall be sent or delivered is as follows:
City of Clearwater
Attn: Parks & Recreation Dept. Special Events
P.O. Box 4748
Clearwater, FL 33758-4748
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c. Both Parties agree and shall provide thirty (30) days written notice of any cancellation,
non -renewal, termination, material change or reduction in coverage.
d. Both Parties agree their insurance as outlined above shall be primary and non-
contributory coverage for their negligence.
e. Both Parties reserves the right to appoint legal counsel to provide for their defense, for
any and all claims that may arise related to Agreement, work performed under this
Agreement, or to Party's design, equipment, or service. Both Parties agree that the
Other Party shall not be liable to reimburse them for any legal fees or costs as a result
of Parties providing their defense as contemplated herein.
The stipulated limits of coverage above shall not be construed as a limitation of any
potential liability to the Other Party. and failure to request evidence of thea insurance
by either Party shall not be construed as a waiver of either Party's obligation to
provide the insurance coverage specified.
10. MUTUAL INDEMNIFICATION/LIABILITY. Each party ("Indemnifying Party")
shall indemnify, defend, and hold harmless the other party, its governing body, affiliates and
their respective officers, directors, employees, agents and representatives and the successors
and assigns of any of them ("Indemnified Party"), from and against all claims only to the extent
caused by the sole negligence of the Indemnifying Party, its governing body, or its employees.
This indemnification shall not be construed to be an indemnification for the acts, or omissions
of third parties, independent contractors or third -party agents of the Indemnifying Party. This
indemnification shall not be construed as a waiver of the City's sovereign immunity and shall
be interpreted as limited to only such traditional liabilities for which the City could be liable
under the common law interpreting the limited waiver of sovereign immunity. Any claims
against the City must comply with the procedures found in §768.28, Florida Statutes. In order
to comply with the requirements of § 129.06, Florida Statutes, and Article VII, section 10 of
the Florida Constitution, the value of this indemnification is only to the extent of the limitations
of §768.28, Florida Statutes. In addition, this indemnification shall be construed to limit
recovery by the Indemnified Party against the Indemnifying Party to only those damages
caused by Indemnifying Party's sole negligence, and specifically not including any attorney's
fees or costs associated therewith. The foregoing indemnities shall survive the termination of
this Agreement.
11. BROADCAST OF RADIO AND TELEVISION SPOTS. If Partner is associated
with broadcasting or using broadcasting to promote Event, Partner shall have the right to
decline the use of any broadcasting spot provided or approved by City, without liability, if such
broadcasting spot does not conform to Partner's standards and practices as uniformly applied.
Partner's obligations to broadcast spots may be preempted and relieved for any event, force
majeure, or for the broadcast of any program, which Partner 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 Partner's standard terms and conditions for advertising.
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12. NONDISCRIMINATION STATEMENT. Partner understands and agrees that it
will 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 Partner, or Partner's affiliates, that
is intended to discriminate on the basis of race or ethnicity.
13. 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.
14. FORCE MAJEURE. Failure by either Party to perform its duties and obligations
will be excused by unforeseeable circumstances beyond its reasonable control, including acts
of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental
regulation. The Party whose performance is so affected will within five (5) calendar days of
the unforeseeable circumstance notify the Other Party of all pertinent facts and identify the
force majeure event. The Party whose performance is so affected must also take all reasonable
steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize
or eliminate the effect thereof. The delivery or performance date will be extended for a period
equal to the time lost by reason of delay, plus such additional time as may be reasonably
necessary to overcome the effect of the delay, provided however, under no circumstances will
delays caused by a force majeure extend beyond one hundred -twenty (120) calendar days from
the scheduled delivery or completion date of a task unless agreed upon by the parties.
15. ARTISTS. The City agrees that Partner shall not be liable if (a) an artist scheduled to
perform at the Event does not perform as scheduled, or (b) Partner is unable to secure the
performance of a particular artist for Event. Such artist non-performance, as set forth in this
paragraph, shall not relieve Parties of their obligations hereunder.
16. UNIOUE PROVISIONS/CONDITIONS. See Attachment "A" for provisions or
conditions unique to this Event.
17. 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 representative of both parties.
The Agreement will be governed by and construed according to the laws of the State of Florida
and the parties hereby consent to the exclusive jurisdiction of Pinellas County or Middle
District of Florida, Tampa. If any item 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 provisions 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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IN WITNESS WHEREOF, this Agreement is executed as of the date set forth above.
Beasley Media Group, LLC
(i .l e1 1
Caroline Beasley, CEO V
Countersigned:
C(e0 tit INC( t`e0DS
George N. Cretekos
Mayor
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
elf rI (/ r�'x .4)//
171,1 ail/ /l.'4 r
Willi. Horne, II
CityManager
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Updated January 16, 2019
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Attachment "A"
ADDENDUM TO 2019 Herencia Hispana Maxima Concierto
EVENT AGREEMENT BY AND BETWEEN
BEASLEY MEDIA GROUP, LLC AND THE CITY OF CLEARWATER
I. Beasley will share a list of all sponsors and sponsorship opportunities prior to the Event.
All vendors/exhibitors/sponsors must receive a credential and be able to provide
identification for themselves that match a list Beasley will create for whom shall be
allowed to enter the Event.
II. For enhanced security at this Event, the use of metal detection devices will be present
at all ingress/egress areas throughout the Venue. Beasley's staff and all of its associates
understand and agree to this security measure. Furthermore, Beasley agrees to post on
its social media pages and websites, and include in its marketing announcements of the
Venue, all applicable rules/regulations in relation to public safety and the enhanced
security measures.
III. Beasley will reimburse as part of the Event settlement all rented equipment or services
that are requested by Beasley for sponsors, staff, vendors, or any associates of the Event
that are paid for directly by the City as mutually agreed upon. The City will follow all
City purchasing guidelines to ensure that all of the vendors have provided all the proper
insurance credentials and offer the City and Beasley the best product and protection for
the investment.
PARTNER: Initials 053, Date 7-i10-19
CITY: Initials Date
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