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HomeMy WebLinkAboutR-88-0211J-88-221 2/25/88 RESOLUTION NO. N9-211 A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED, BETWEEN THE CITY OF MIAMI AND WTVJ TELEVISION, INC., FOR PLACING ADVERTISEMENTS IN THE ORANGE BOWL STADIUM FOR ONE (1) YEAR WITH THE OPTION TO RENEW FOR TWO (2) ADDITIONAL ONE-YEAR PERIODS, WITH REVENUE OF $20,000 ANNUALLY; FURTHER AUTHORIZING THE CITY MANAGER TO MAKE PAYMENT OF FIFTEEN PERCENT (15%) COMMISSION TO SPORTS MARKETING TEAM, INC., THE ADVERTISING AGENCY, AS REQUIRED IN SAID AGREEMENT. WHEREAS, Resolution 87-13 -authorized the City Manager to negotiate agreements with businesses desiring to place advertisements inaid e the Orange Bowl Sta,lium; and WHEREAS, and resolution required that each negotiated advertising agreement be subject to approval by the City Commission; and WHEREAS, WTVJ 'relevision, Inc. has agreed to place three advertisements in the Orange Bowl Stadium; and WHEREAS, the proposed agreement with WTVJ requires the payment of a standard 15% agency commission to the advertising agency, Sports Marketing Team, Inc., which coordinated the negotiations for said advertiser; and WHEREAS, this agreement will produce net revenues of $17,000 annually to the Orange Bowl Stadium Enterprise Fund; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute an agreement, in substantially the form attached, between the City of Miami and WTVJ Television, Inc. for placing advertisements in the Orange Bowl Stadium for one year with the option to renew for two additional one-year periods with revenue of $20,000 annually. Section 2. The City Manager is hereby authorized to make payment of fifteen percent (15%) commission to Sports Marketing Team, Inc., the agency, as required in said agreement. • rl ,tom . ,.. � r y � a+lA •�JJY��j�ill. CITY COM14ISSION MEETING OF MAR A8 9zii ESOEUTION No. EMARNS: 0 • PASSED AND ADOPTED this 110t, h PREPARED AND APPROVED BYt v , ce�" " - �- - ROBERT F . C ARK CHIEF DEPUTY CITY ATTORNEY APPROVED,.AS/ TO FORM AND CORRECTNESSt L . DO HERT CfTy ATTORNEY Match 1988. FA 0 ADVERTISING AGREEMENT This Agreement, entered into this day of 1967, by and between WTVJ-TELEVISION, INC. a for profit Florida corporation, located at 31b N. Miami Avenue, Miami, Florida, .l3128 t305) 789-4194 (hereinafter referred to as "ADVERTISER"), and the City of i•,iami, (hereinafter referred to as "CITY"), for advertising dt the Miami Orange Bowl Stadium, a sports facility owned and operated by the City of Miami and located in Miami, Florida. R E C I T A L WHEREAS, the CITY hereby represents and warrants that it has the exclusive right to sell advertising space in the Orange Bowl Stadium, hereinafter referred to as the "Stadium* on the terms and conditions set forth in this Agreements and WHEREAS, the ADVERTISER desires to place certain advertising materials on advertising space in the Stadium and the CITY desires to grant such rights to the ADVERTISER; NOW, THEREFuRE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows: 1. Grant of Advertising Rights C,TY hereby grants ADVERTISER the right to display its advertising material during the term hereof on a four (4') foot by thirty-five (35') foot "Advertiser's Panel" located on the facia of the upper deck of the north side of the Orange Bowl Stadium directly left of the "10K" advertising panel. Also, a four (4') foot by sixteen (16') foot "Advertiser's Panel" on the facia of the upper deck of the west side of the Orange Bowl Stadium on left side of left scoreboard. In addition, a four (4') foot by sixteen (16') foot panel shall be located on the facia of the upper deck of the south side directly left of Press Uox on the Third Level. It is understood that several advertising panels of this size, being the one provided for hereunder and that of diffarent advertisers shall be located in this area. It is also understood that the different advertiser's product shall not be a competitive product to the advertiser. For example, only one television station advertiser be permitted on the north, west and south side upper deck area; however, a different television station advertiser will be permitted to advertise on the facia area of the east side scoreboard. (b) ADVLKI'IbER will obtain and maintain all necessary permits and approvals for the installation and display of WTVJ ,LLLV,61UO, iNC. Panels. (c) CITY warrants that it does not now have, nor will it obtain during the term of this Agreement, any interest, direct or indirect, financial or otherwise, in any license to sell thirst quencher beverages. (d) CITY shall provide liaison personnel satisfactory to ADVERTISER to consult with ADVERTISER in connection with the advertising rights granted herein throughout the Agreement term. (e) ADVERTISER shall pay any and all applicable sales tax that are incurred, or use and property taxes and special assessments relating to the sign, file all necessary returns and register, where required, with local tax authorities. 2. Representations of Cit�r (a) The CJLTY warrants that the University of Miami and the urange Bowl Classic will play their regular season home games and exhibition games in the Stadium during each Contract Period Las defined in Paragraph 5 (a) hereini. (b) CITY warrants to ADVERTISER that Advertiser's Panel will be displayed at all events conducted within the Stadium. i. Advertising Copy, Installation and Maintenance (a) The design, layout and content of all advertising copy provided for herein shall be subject to approval by the CITY which approvals shall not be unreasonably withheld. The use by ADVERTISER of similar copy in other sports facilities in the 1W 1K United States shall be one standard establishing reasonableness. Such copy may be changed dt any time, provided, however, the speCifiLbtions for such changes (as well as any change in the product to be advertised) shall have been approved in advance by the CITY and ail costs incident thereto borne by ADVERTISER In the event the CITY intends to withhold its approval of any copy submitted by ADVERTISER, it shall notify ADVERTISER of such intention within ten (10) days of the receipt of such copy. (b) Fabrication and maintenance of ADVERTISER'S copy for all advertising covered by this Agreement, including changes, shall be at the expense of the ADVERTISER. The CITY shall be responsible for installation of ADVERTISER'S Advertising Panels only. ADVERT-SER shall be permitted reasonable access to the sign as necessary to accomplish the purposes expressed herein. (c) The city of Miami will guarantee to ADVERTISER that Advertiser Panel's will not be obstructed during any events in the Orange Bowl Stadium during the term of this Agreement. 4. Payment ADVERTISER shall pay the CITY for the advertising rights granted herein, the sum of twenty thousand ($2U,000) and applicable tax if any, which sum shall be payable as follows: Ten -thousand dollars ($10,000) upon signing and delivery of this agreement prior to March 1, 1988 and the balance of Ten - thousand dollars ($10,000) due on or before May 1, 1988. Any payments in default thereof shall bear interest at the rate of eighteen (18%) percent per annum. 5. ',-erm and Renewal of Agreement (a) The term of this Agreement shall commence as of March 1, 1988 and shall continue through February 2.8, 1989 which shall include the entire football season and concert events. The ADVERTISER may have the option to extend the Advertising tern for the years 1989-1990 and 1990-1991 at the same rate of compensation per this agreement. All option years to be paid in full upon signing and delivery of agreement prior to March lot of each year. The term or extended tern is herein called the "Contract Period". 3 198--211 (b) Delay, interruption, or diminution of the performance of this Agreement from any cause beyond the control of the CM, including, without limitation, power blackout, war, ,state or national emergency, act of God, strike, work stoppage, picketing, damage or concerted action by any employee or any labor organization, or delays occasioned by Construction, shall not constitute a ground for cancellation. Provided, however, that, should such a delay result in ADVERTISER being unable to advertise its product at any Football Game or Concert Events, of any contract year, because the product is no longer manufactured or sold, or if dny law, regulation, ordinance or ruling becomes effective which makes advertising of thirst quincher products ur►lawfui its comtemploted by this Agreement, then the ADVERTISER shall be entitled to cancel this Agreement without penalty or interest for the ensuing contract year. No refund shall be applicable in any contract year as a result of ADVERTISER'S inability to display its advertising panels notwithstanding the cause of same. (c) The CITY may, within one hundred eighty (180) days from expiration of this Agreement, submit to ADVERTISER its proposal for are extension hereof. ADVERTISER shall notify CITY within thirty (30) days from receipt of said proposal whether or not it will accept same. ADVERTISER'S failure to notify CITY shall be deemed to be a rejection of said proposal, and CITY may thereafter sell said advertising to any other party or entity of its choosing without further obligation to ADVERTISER. 6. Termination and Default (a) In the event of a default by either party in the performance of any of the terms or conditions of this Agreement, which default shall not have been remedied within ten (10) days after notice of the default has been given in writing to the defaulting party, the non -defaulting party may in addition to any other remedies which may under the circumstances be available to it, terminate this Agreement, effective im ediately, upon notice of termination given in writing. Notwithstanding the above 4 S8"211 f notice rind right to cure provision, no written notice of a monetary default by ADVERTISER need be given by CITY as prerequisite to decldring said default and exercising the rights (b) If the CITY no longer intends to use the Orange Bowl Stadium for football or concert events, for any reason including termination of University of Miami, or the Orange Bowl Committee (hereinafter "leasees"), then this Agreement may be terminated by the ADVERTISER as of the day after the season during which the last game was played at the Stadium. (c) In the event this Agreement is terminated because of the default of CITY or as a result of a lessees ceasing to play its Football or Concert Events in the Orange Bowl Stadium on a regular basis, prior to the end of a period for which ADVLW,1z.ER has paid the CITY, then the CITY shall make appropriate refund to ADVERTISER. The amount of any refund to ADVERTISER shall be calculated by (a) dividing the number of home games actually played in the Stadium by the Lessees during a season for which ADVERTISER has paid the CITY by the number of home games originally scheduled to be played in the Stadium by the Lessees during such season, (b) multiplying this quotient by the total payment made by ADVERTISER of such season, (c) subtracting the product so obtained from the total payment made by ADVERTISER for such season, and (d) refunding the difference to ADVERTISER. (d) Should either party default hereunder, the non - defaulting party may elect to cancel this Agreement and seek all applicable damages in connection therewith, or at its discretion the non -defaulting party may seek to specifically enforce the obligations of the defaulting party for the remaining term of this Agreement. (e) In the event of any dispute arising under this Agreement or should either party be required to specifically Enforce this Agreement, then in all such events the prevailing party shall be entitled to collect from the other its attorney's fees and court costs incurred in connection therewith. 6 0C 7. Assignment Neither party may assign any of its rights under this Agreement without the consent of the other except the merger of the AUVLRTlaEA into an entity substantially owned and controlled by its present parent corporation shall not constitute an assignment hereunder. H. Indemnification (a) ADVERTISER shall defend, indemnify and save the City, harmless from any and all loss, liability, claims and demands including attorneys' fees and court costs arising out of the character, contents and subject matter of any copy displayed by ADVERTISER in the Stadium or any injuries sustained by any person or property as a result of improper maintenance or installation (followirg initial installation) of the Advertising Panels. ADVERTISER to supply CITY with Certificate of Insurance for One Million Dollars ($1,000,000) naming the CITY as additional insured. obi �,iTY shall indemnify the ADVERTISER and hold it harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees, arising from or in connection with the City's negligent installation of the Advertising Panels as specified in Paragraph J(b) of this Agreement, subject to the provisions of section 766.28, Florida Statutes. 9. Authority The parties represents and warrant that they have the full and exclusive right and authority to enter into this Agreement. 10. Insolvency, Bankruptcy In the event that ADVERTISER becomes insolvent, makes an assignment for the benefit of creditors, becomes the subject of any bankruptcy, reorganization or arrangement proceeding or defaults in any obligation, which default would allow the party to whom the obligation is owed to attempt to foreclose ADVERTISER from exercising its rights to prevent ADVERTISER from paying its 6 6-' obligations hereunder, then this Agreement may be terminated by the CITY after ten (10) day written notice is given to the ADVERTISER. i1. Relationship of the Parties tvotning contained herein or done pursuant hereto shall be construed to create any relationship of principal and agent or employer and employee between the ADVERTISER and the CITY or to make them joint venturers. 12. Headings Headings are supplied for convenience only and are not to be construed as an interpretation of any of the language of this Agreement. U . Audits; Retentiun and Inspection of Recorus CITY shall maintain records of all contracts, papers, correspondence, proof of payment, affidavits of performance, ledgers, books, accounts and other information relating to the payments made by ADVERTISER to CITY for the services hereunder or performance hereunder. ADVERTISER or its designee may inspect, examine, and review such records (and make copies thereof) at any time during normal business hours, provided prior permission from CITY is received. 14. Laws to Govern This Agreement, and all matters of issue collateral thereto, shall be governed by the laws of the State of Florida applicable to agreements made and to be performed entirely within the State of Florida. 15. Entire Understanding This Agreement contains the entire understanding to the parties hereto relating to the subject matter herein contained and may not be changed except by consent of the parties hereto in writing. 16. Notices Any notices required or permitted to be given under the terms of this Agreement shall be in writing and shall be deemed 7 ;T� 06 W to be given if sent by United States certified mail, return receipt requested, postage fully prepaid, to the addresses set forth below, or to such other person or address as either party may designate by written notice to the other party as herein '.provided. ADVERTISER: CITY OF MIAM1 WTVJ Television Inc. Attn: City Manager 31b N. Miami Avenue 3400 Pan American Drive Miami, Florida 33128 Coconut Grove, Florida 33133 17. Waiver The failure of either party hereto to insist in any instance upon the strict performance of any provision of this Agreement or to exercise any election contained herein shall not be constured as a waiver or relinquishment for the future of such provision or election. No waiver by any party shall have been deemed to have been made unless expressed in writing by such party. ids. Time of Essence Time shall be of the essence with respect to all matters set forth herein. 19. Amendments No amendments to this Agrement shall be binding on either party unless in writing and signed by both parties. 20. Special Addendum WTVJ Television, inc. will be granted the right to purchase advertising space on the Orange Bowl main scoreboard if and when made available for purchase at the quote price set by the responsible party of the city of Miami. Terms and conditions as to method of notification and response between the CITY -and WTVJ Television, Inc. to be set by the City of Miami in writing in a special addendum attached to proposed contract. CITY to advise of scoreboard availability. WTVJ, Channel 4 will receive a calendar of events for each contract year including all "Festivals, Concerts, University of Miami Football Games and other" related events that take place on the grounds of the Orange Bowl. IN WITNESS THEREOF, the respective parties hereto have hereunto caused these presents to be signed, sealed and delivered 8 M-211 0 A an the date and year first above written. A4'TESTs CITY OF MIAMI, a Muni- cipal Corporation of the •tat* of Florida BYe HI W, CE111 H. 0610 city Clerk City Manager h'["ESTt ADVERTISER, MTVJ Television, Inc., a for profit Florida corporation. by$ corporate secretary APPROVED AS TO INSURANCE Title Insurance Manager (SEAL) APPROVED AS TO FORM AND CORRECTUROSs LUC,A A. G rR City Attorney APPROVED aY `i•HS DIRECTOR OF PARKS, iWC:I EN: &UDl AND PUBLIC rAC: LIT!Eb DEI+ARTMENT 9 S&NO-ii 4 A OOP"PAU PJMLUTION WHEREAS, WTVJ Television, Inc., desires to enter into an agreement with the City of Miami for use of the north and west side upper deck area facia for Advertising Panels of the Orange Bowl Stadium; and WHEREAS, the Board of Directors of WTVJ Television, Inc. has examined terms, conditions and obligations of the proposed contract with the City of Miami for use of the Orange Bowl Stadium; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW, THEREFOR:, BE IT RESOLVED BY THE BOARD OF DIRECTORS of WTVJ Television, Inc. that the President( ) or Vice-president( ) or Secretary( ) (please check one) is hereby authorised and instructed to enter into a contract in the name of and on behalf of this corporation with the City of Miami for the use of the Orange Bowl Stadium; in accordance with the contract documents furnished by the .:ity of Miami, and for the price and upon the terms and payments contained in the proposed contract submitted by the City of Miami. IN WITNESS WHEREOF, this day of 198 . Attests Corporate Secretary B gnature Print or Type Name CHAIRMAN, Board of Directors By (Signature) EXHIBIT 1 Print or Type Mane (Bi11L ) W-211 0 CITr OF MIAMI. FLORIDA ss TO FROM INTER -OFFICE MEMORANDUM The Honorable Mayor and Members of the City Commission Cesar H. Odio 0� City Manager DATE .'Q RtLE SUIIIJECT Resolution Authorizing Execution of Orange Bowl Advertising Agreement REFERENCES ENCLOSURES Recalsendatfon: It in respectfully recommended that the City Commission adopt the attached resolution authorizing the City Manager to execute an agreement, in substantially the attached form, between the City of Miami and WTVJ Television, Inc. for advertisements in the Orange Bowl Stadium for total annual revenue of $20,000. for a one year period with the option to extend for additional one year periods. The resolution also authorizes the City Manager to make payment of a fifteen percent (15%) commission to Sports Marketing Team, Inc., the advertising agency who handled negotiations with WTVJ. Background: The Department of Parks, Recreation and Public Facilities has been seeking businesses who may have interest in purchasing advertising space in the Orange Bowl Stadium. Resolution 87-13 authorized the City Manager to negotiate agreements, subject to City Commission approval, with businesses desiring to place advertisements inside the Orange Bowl and Miami Baseball Stadiums. Four agreements have already been approved (by Resolution No. 88-15 adopted January 14, 1988) with national advertisers. The subject agreement is the first with a major local corporation. This latest agreement is with WTVJ Television, which wishes to place three (3) advertising panels in the Orange Bowl: one 4'x35' panel on the north side, and one 4'xl6' panel on both the west and south sides. WTVJ will pay $20,000 annually to the City for this privilege. The term of the agreement is one year, with the option to renew for two additional one-year periods. Authorization is also requested for payment of a 15% standard commission ($1500.) to Sports Marketing Team, Inc. the ad agency that approached the sponsor and negotiated with WTVJ. The Department of Parks, Recreation and Public Facilities will continue to pursue additional advertisers for the Orange Bowl and Miami Baseball Stadium. The placement of advertisements covered by this resolution will assist the Department's advertising marketing efforts and revenue resources. /7 P -/ A8_jGli