HomeMy WebLinkAboutReso 2013-2140 RESOLUTION NO. 2013- "Z140
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY
ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT WITH THE
MIAMI HERALD PUBLISHING COMPANY, FOR RETAIL ADVERTISING
SERVICES, WITH OPTION FOR A SECOND YEAR, IN AN AMOUNT NOT
TO EXCEED TWENTY-FOUR THOUSAND DOLLARS ($24,000.00);
AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT;
AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO DO
ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION;
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Miami Herald is a major daily newspaper in South Florida that also
publishes the Neighbors section twice a week; and
WHEREAS, since the City's incorporation, we have complied with various State public
noticing requirements by placing legal notices as ads in either the Miami Herald. Neighbors or
Metro sections, and for the required Spanish language election notices, in El Nuevo Herald; and
WHEREAS, entering into a retail, annual volume contract rate to advertise in the Miami
Herald would allow the City to achieve a rate discount, with option for a second year, in an
amount not to exceed Twenty-Four Thousand Dollars ($24,000.00); and
WHEREAS, the City believes that the Miami Herald will provide the City with a
publishing medium to legally comply with statutory obligations to inform our residents and
property owners regarding certain City Commission public hearings, and other related matters
regarding the City.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Agreement. The Retail Advertising Agreement with The Miami
Herald Publishing Company for publishing certain legal public notices at a discounted retail,
annual volume contract rate attached hereto as Exhibit "A", with option for a second year, in an
amount not to exceed Twenty-Four Thousand Dollars ($24,000.00), be and the same, is hereby
approved.
Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said
agreement.
Section 3. Authorization of City Manager and City Clerk. The City Manager and the City
Clerk are hereby authorized to do all things necessary to effectuate this Resolution.
Section 4. Effective Date. This Resolution will become effective upon adoption.
PASSED AND ADOPTED on this 17th day of October 2013.
R2013-Miami Herald Advertising Agmt Page 1 of 2
ei'2,/
f 2,1:4; ✓ / 6
orman S. Edelcup, Mayor
ATTEST:
Onkt. i6 ,(1,.......,...)
Jane A. Hines, MMC, City Clerk
APPROVED AS TO FORM AND
LEGAL FFI IENCY:
Al
itoif f
ans Ot not, City Attorney
Moved by: 1I G2 M 1\ y- 6_,L\o)3
Seconded by: e_t413 L U.
Vote: 5-p
Mayor Edelcup (Yes) (No)
Vice Mayor Aelion ✓ (Yes) (No)
Commissioner Gatto ✓ (Yes) (No)
Commissioner Levin ✓ (Yes) (No)
Commissioner Scholl ✓ (Yes) (No)
I
R2013-Miami Herald Advertising Agmt Page 2 of 2
the Miami Herald Media Company
(Referred to as "MHMC")
3511 northwest 91 Avenue, Miami Florida 33172
ADVERTISING AGREEMENT
Advertising Agreement. lst Run Date: 1 s` day of November 2013 until: Contract End Date: November 1 s`
2014
ADVERTISING IN THE MIAMI HERALD,BROWARD EDITION OF THE MIAMI HERALD,EL NUEVO HERALD AND INTERACTIVE
FREQUENCY CONTRACT(NOT SELF-RENEWING)
The Advertising rates charged by MHMC and paid for by the Advertiser will he the applicable MHMC published rate card rate for advertisers at the
26y Frequency contract level in effect at the time of publication of each advertisement. If the Frequency contract level is not fulfilled. the
rates shall be adjusted to the applicable rate as provided under the Advertiser's advertising agreement with MHMC and MHMC's standard rate card. All
advertising not contemplated by this Agreement will be pilled by MHMC and paid for by Advertiser at the applicable rates in the MHMC rate card in
effect at time of publication. including any applicable premium charges set forth therein.Contracts cannot be rebated.
Frequency Part Run ROP contracts entitle advertiser to the frequency level states above for any combination of advertisements in any of the following
products: Neighbors Miami-Dade& Broward Weekend Broward Tropical Life Viernes Caliente
Broward Local Broward Business Monday Sabores/Viva Mas
Other
FREQUENCY COMMITMENT Publish advertising_26 times within a maximum of 52 weeks
For part run packages. (Auto Care, Restaurant, Everything for Kids, Business Builder and health& Fitness, Travel)the same frequency rates apply,
however the 3-part package counts as only one appearance for frequency contract fulfillment purposes
Frequency contract advertisers may receive the corresponding Part run frequency rate for all above listed product,but any such part run
advertising will not count toward satisfying a full run frequency commitment.
OTHER FREQUENCY CONTRACT(NOT SELF-RENEWING)
PREPRINT ADVERTISING Publish advertising times within a maximum of weeks
OTHER: Publish advertising times within a maximum of weeks
Online Campaign Information: Campaign Start Date: Campaign End Date:
Product/Position(circle one) Channel Run Dates Impressions CPM/Rate Rate
MH.com Interactive Banner Products $
Homefinder $
Apts.com $
Cars.com $
Xtend $
Monthly Rate Total:
Total Contract Value:
.ti1HPC Internal Use Only:Notes:
This Agreement is subject to:(i)the Advertising Terms and Conditions attached hereto:(ii)the applicable MHMC rate card:and,(iii)MHMC's publication
deadlines.policies and procedures,all as amended by MHMC from time to time. Rates may be amended by MHMC upon 30 days'written notice to
Advertiser.
A legible facsimile copy of this Agreement when fully executed shall be considered an original copy of this Agreement.
Advertiser: The Miami Herald
By: City of Sunny Isles 61dtag/1 464-al/ By:
(Must be signed by Principal of Firm) Advertising Manager
Print Name: POsrngN S, Stle.Le—Ls. By:
Title: MA`-?o'i2;
Address/City/State/Zip: BO1 O Cot-A.1 tJ S PPE►)UQ, Su w j' SL c &J
[-H)cL 1(s0
Advertiser Company Name: C cp.? Su►J tJt4 1S cS 6£.4C.14
MHIAPPRENE s•. TO FORM Sales Rep Name: Elayne Cardoso
Acc �;r:�; : Awl _ r Solbright/APT No: Agency No:
" I,,'S OTTIN 0 CITY ATTORNEY
ADVERTISING TERMS AND CONDITIONS
1. Contract Terms. Advertiser must consume and pay for the minimum space indicated herein within one year from the 1st Run Date(the"Minimum
Amount"). If Advertiser fails to satisfy the Minimum Commitment,Advertiser shall not be entitled to the rates or discounts set forth herein and will be
retroactively billed for all advertising during the Term at the applicable then current standard published rate card rate(the"Corrected Rate-). Advertiser
will pay MHMC any such Corrected Rate balance immediately. Advertiser agrees to pay this Corrected Rate in addition to all amounts paid or payable by
Advertiser under this Agreement. Payment of any Corrected Rate does not count toward the Minimum Commitment. For Preprints.Print and Deliver.
Home Delivery Bags and Herald Notes.all insertion orders require specific instructions to manage handling of shortage or overage of quantities.
2. Earned Rating/Agreement Review.Advertiser will be billed at the Earned Rate for advertising purchased after the initial term."Earned Rate"means the
rate applicable to the linage.or frequency level reached by Advertiser at the conclusion of the then-expiring term of the Agreement. If Advertiser satisfies
the linage or frequency level required of its contract and qualifies for a lower Earned Rate.it will be billed at the lower Earned Rate beginning the next
billing period.No advertiser will receive an automatic rebate on past advertising purchases solely by qualifying for a lower Earned Rate during the contract
term. MHMC reserves the right to review the volume of advertising placed on a quarterly basis and cancel this contract at its sole discretion,if advertising
placed falls %or more below the quarterly average of linage or frequency needed to fulfill the contract amount. Failure of MHMC to reviev` the volume
of advertising or cancel the contract for any reason shall not be deemed a waiver of the right to cancel in the future or to impose any applicable rate
adjustments
3. Payment Terms. All invoices(including applicable sales taxes)are due on the 20th of the month following insertion(s)and if not paid by the 30th day of
the month following the date of insertion(s)will be late(except for accounts designated by MHMC as weekly which are due within 7 days of the invoice
date). Late amounts will bear interest at the maximum rate allowed by law. Advertiser shall pay all applicable taxes. If any invoice is not timely paid.then
MHMC reserves the right to suspend its performance at any time and/or cancel this Agreement without notice. In the event of such a cancellation.all
charges for advertising since the 1st Run Date will be re-invoiced to reflect the Corrected Rate.as described herein. All disputes of any kind must be
reported in writing to MHMC no later than 30 days from the date the invoice containing such disputed item or such item will be deemed correct and
conclusively accepted by Advertiser. Advertiser waives any claim after said 30-day period. Submission of a written dispute notice by Advertiser shall not
relieve Advertiser of its obligation to timely pay all undisputed amounts. Credits.refunds or payments must be used or claimed within 2 years from the
date of such credit,refund or payment or shall be deemed to have been earned and correctly applied or paid. Unless agreed in writing.multiple discounts
shall not apply for the same advertising purchase. MHMC is not obligated to extend credit to Advertiser unless in writing. If Advertiser breaches this
Agreement.Advertiser agrees to pay all of MI IMC's collection agency fees and expenses.investigation.court and litigation expenses along with attorney
fees equal to the greater of:(i)25%of the amount owed.or(ii)the amount awarded by the court. Sunday circulation and advertising rates will apply to the
following holidays:Nov Year's Day. Independence Day,Labor Day.Thanksgiving Day. Day after Thanksgiving.Christmas Day.Day after Christmas and
Day after Super Bowl.
4. Obligations of Advertiser. Advertiser agrees to indemnify MHMC for any and all costs,claims,damages.and/or liability claimed against or incurred by
MHMC as a result of MHMC's publication of any advertising submitted by Advertiser(or submitted on behalf of Advertiser)to MHMC. Advertiser
represents,warrants and guarantees that any ad copy so submitted to MHMC is accurate,truthful and in compliance with all copyright laves and all other
applicable laws and regulations.
5. Ownership of Ads. MHMC retains all rights of ownership in and to all advertisements designed or created by MHMC. Advertiser grants MHMC a non-
exclusive license to publish all camera-ready advertisements provided by Advertiser(or provided on Advertiser's behalf)to MHMC. MHMC is not
obliged to return ads or ad materials to Advertiser and MHMC is not responsible for any damage or loss to any ads.copy.drawings.art or any other
materials provided by Advertiser. Advertiser represents and warrants to MHMC that any advertisement submitted to MHMC is original.does not violate
any law,or infringe the copyrights.trademarks,trade name or patents of any other person.entity or corporation.and contains no matter which is libelous.
an invasion of privacy.and unlawful appropriation of name or likeness,or otherwise injurious to the rights of any other person and that Advertiser has
obtained all necessary consents prior to the submission of such advertisement to MHMC.
6. Copyrights. Advertiser hereby grants a non-exclusive license to MHMC for all copyrights and ownership rights in any advertisement of Advertiser
submitted for insertion in any publication of MHMC including the right to publish,reproduce.display.adapt.transmit.or produce derivative works in any
medium,including any digital electronic medium. Advertiser authorizes MHMC to bring suit in MHMC's discretion and at MHMC's expense for any
unauthorized use.reproduction,display.distribution,or performance of advertisement as it appears in the Newspapers or for its unauthorized alteration
7. Acceptance/Rejection of Advertising. MIMMC reserves the right to revise,alter or reject any advertisement for any reason whatsoever.or to omit ads
without notice.MHMC may cancel any ad at its sole discretion.even if previously accepted for publication.Advertising copy not timely submitted by
Advertiser will be excluded.Special position for advertising is not guaranteed but may be available for a premium and if agreed to in writing.
8. Publication Errors and Omissions. MHMC is not liable for any omission of all or any portion of any ad.nor is MHMC responsible for orders.
cancellations or corrections given by telephone,facsimile or telegraph. MHMC is also not liable for any error in a published ad unless an advertising proof
is requested in writing.Advertiser clearly marks any error in the advertising proof for corrections.and MHMC is notified of the error in sufficient time
before publication,in which case Advertiser's sole remedy is an appropriate credit to the extent of the error up to the cost of the first insertion of the error
(if there is more than one incorrect insertion,credit shall be allowed only for the first incorrect insertion).
9. MHMC's Rights Regarding Mechanical Specifications. MHMC reserves the right to alter any printed advertising material due to press/production
requirements.This reservation of right includes MHMC's right to reduce the size of any advertisement as long as the advertisement maintains the same
proportion of the entire page.Advertising will be billed based on the space reserved/ordered.
10. Unavoidable Nonperformance. MHMC is not liable for failure to publish ads or distribute its publications because of flood. fire.riots.strikes.terrorists.
storms,shortages of material.orders of government,failure of transportation.acts of God or other causes beyond MHMC's control. In such an event,this
Agreement will be extended for a period equal to the time during which such performance was not possible.
11. Clerical Errors. Incorrect rates on advertisements,which do not correspond to the rate card or as.otherwise specified in this Agreement.will be regarded
as clerical errors and such advertisements will be charged at the applicable rate for such advertisement at the time of the signing of this Agreement.
12. Multiple Advertisers. Two or more advertisers will not be allowed to combine contracts,nor will advertising agencies be allowed to combine contracts of
their clients or accounts,unless the businesses advertised are under common ownership and prior approval of MHMC has been obtained.
13. Advertising Agencies. The obligations of Advertiser and its advertising agency(if any)hereunder shall be joint and several.
14. Non Self-Renewing Agreement. Advertiser acknowledges and agrees that this Agreement shall not self-renew.and is subject to termination by either
party without penalty upon 30 days prior notice to the other party after the expiration of the initial term of this Agreement.
15. Online Advertising. Without limiting the generality of any provision of this Agreement.any online advertising vhi is subject to this Agreement is
subject to the following additional terms and conditions:
Initials
a) Advertiser grants to MHMC and any other party who is to publish the advertising described in this Agreement(each.a"Publishing Party)a
non-exclusive,royalty-free.worldwide license in connection with this Agreement to(i)use,copy.adapt.reformat.recompile.manipulate,
communicate by telecommunication.and/or modify any part of the Advertisers online advertising materials(the"Advertisements")for public
performance.public display.and distribution:(ii)access.index.cache.and display the websites to which the Advertisements link.or any portion
thereof.by many mean,including web spiders and/or crawlers:(iii)create and display copies of any text.images.graphics.audio.or video on the
Web sites to which the Advertisements link or elsewhere:and(iv)distribute the Advertisements through the Webs lies.properties.applications,
and/or devices described in this Agreement(the"Distribution Network").
h) Advertiser agrees that no Publishing Party shall have a liability for the Advertisements.Advertiser must provide all Advertisements to MHMC
for review before any such Advertisement is published to the Distribution Network. A Publishing Party may refuse.reject.truncate.edit.cancel
or remove any Advertisement or space reservation in its sole discretion at any time. Advertisements may be subject to inventory availability,and
the final decision as to relevancy is at MHMC's discretion. MHMC does not guarantee that any Advertisement will be placed in.or available
through.any part of the Distribution Network,nor does MI IMC guarantee that any Advertisement will appear in a particular position or rank.
Advertiser agrees to indemnify and hold harmless each Publishing Party,any other entities that own or operate any part of the Distribution
Network.and the subsidiaries and affiliates of each of the foregoing,and their respective directors.officers.employees,agents.third-party
service providers.and third parties distributing the Ads via the Distribution Network(collectively.the"Indemnified Parties").from and against
any and all damages.losses or expenses of any kind.whether actual or claimed(including reasonable attorneys' fees)(collectively."Claims")
that arise out of or in connection with(i)any Advertisement.or any website(s)or material(s)that can be linked to through an Advertisement or
(ii)Advertiser's breach of this Agreement. Advertiser agrees to be solely responsible for defending any Claim against an Indemnified Party.
subject to such Indemnified Party's right to participate with counsel of its own choosing.and for payment of any and all judgments.settlements.
damages.losses,liabilities.costs and expenses.including reasonable attorneys' fees.resulting from all Claims against an Indemnified Party.
provided that Advertiser may not agree to any settlement that imposes any obligation or liability on an Indemnified Party without that party's
express written consent.
c) If a Publishing Party fails to deliver.by the end of the period specified in this Agreement.the aggregate number of Advertisements agreed
herein.then Advertiser's sole and exclusive remedy is limited to the following,which the Publishing Party may choose in its discretion: (i)a
refund of the charges representing the Advertisements that were undelivered:(ii)placement of the Advertisements at a later time in a comparable
position as determined by the Publishing Party:and/or(iii)an extension of the term of this Agreement with a refund representing any remaining
undelivered Advertisements at the end of such extended term.
d) In the event of any i
y rr r e c in publishing an Advemsement,the liability of any Publishing Party shall not exceed the cost of the time occupied by
the error. In no event shall any Publishing Party's liability to Advertiser under this Agreement exceed the total amount paid or payable by
Advertiser thereunder for online advertising. Claims for errors must be submitted by the Advertiser in writing within ten(10)days following the
date on which the Advertisement is first published. Advertiser must notify MHMC of the error to enable MHMC to make the appropriate
correction. Credit,if allowed.will be given in the form of re-publishing the correct Advertisement. No adjustment will he made where
Advertiser is responsible for the error.
e) No Publishing Party shall have any liability whatsoever in the event any act of God.the public enemy or government authority.labor dispute.
war(whether declared or not).civil disobedience.riot or other occurrences beyond such Publishing Party's control shall in any way restrict or
prevent the publishing of any Advertisement(s).
t) MHMC does not guarantee any given level of audience.
g) Any cancellation,change of date on which any Advertisement is to be published.and/or correction requested by Advertiser must meet MHMC's
published deadlines. In the event Advertiser does not furnish Advertising in accordance with MHMC's deadline schedule. MHMC may,at its
option.publish on behalf of Advertiser the last Advertisement provided as shall be necessary for Advertiser to comply with the terms of this
Agreement.
h) Terms and conditions submitted by Advertiser and/or Advertiser's forms of insertion order or copy instructions are not binding on MHMC or
any other Publishing Party. Only the terms and conditions of this Agreement are binding.
16. Miscellaneous.Florida law shall govern the enforcement and interpretation of this Agreement.without regard to any conflict of law principles. The parties
agree to submit to the exclusive jurisdiction of a court of competent jurisdiction located in Miami-Dade County.Florida. In any action to enforce or
interpret this Agreement.Advertiser and MHMC waive a trial by jury. This Agreement may be executed in one or more counterparts.each of which shall
constitute an original and all of which shall constitute one and the same document. A legible facsimile copy of this Agreement when fully executed shall
be considered an original copy of this Agreement. Advertiser represents and warrants to MHMC that:(i)no additional consents.approvals or corporate
actions are necessary for Advertiser to enter into this Agreement:(ii)execution of this Agreement by Advertiser will not cause a breach or default in any
other agreement to which Advertiser is a party:and.(iii)Advertiser is not insolvent. In the event of a filing by or against Advertiser of a petition under the
Bankruptcy Code.in its sole discretion.MHMC may(i)discontinue Advertiser's advertising:(ii)demand advance payment;or.(iii)terminate all
agreements with Advertiser.This Agreement and any exhibits attached hereto contain the entire understanding between the parties and supersede any prior
written or oral understandings.as well agreements.between them regarding the subject matter. This Agreement shall not be modified except in writing
signed by the parties.This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successor and
assigns. The Agreement may not be assigned(by operation of law or otherwise)by Advertiser. In the event that ally provision contained in this Agreement
or the application thereto to any circumstance is for any reason held to be invalid or unenforceable,such provision shall be ineffective to the minimum
extent of such invalidity or unenforceability and the remainder of this Agreement will remain valid and enforceable according to its terms.
17. LIMITATION OF LIABILITY. IN THE EVENT OF ANY ALLEGED BREACH BY MHMC OF THE AGREEMENT OR ANY OTHER CLAIMS
BY ADVERTISER OR ANY OTHER PARTY.MHMC SHALL IN NO EVENT BE LIABLE FOR SPECIAL OR CONSEQUENTIAL.DAMAGES.
UNDER NO CIRCUMSTANCES SHALL MHMC BE LIABLE FOR DAMAGES IN EXCESS OF THE LESSER OF AN AMOUNT WHICH(I)
EXCEEDS OF THE COST OF THE ADVERTISEMENT:OR,(II)THE AMOUNT ACTUALLY PAID BY ADVERTISER TO MHMC. MHMC's
PAYMENT OF SUCH AMOUNT SHALL BE ADVERTISER'S EXCLUSIVE REMEDY AND AGREED UPON LIQUIDATED DAMAGES. MHMC
HEREBY DISCLAIMS ANY WARRANTIES NOT SPECIFICALLY SET FORTH IN TINS AGREEMENT AND ADVERTISER WAIVES Al.l.
OTHER REPRESENTATIONS AND WARRANTIES.EXPRESS.IMPLIED.STATUTORY OR ARISING BY COURSE OF DEALING OR
PERFORMANCE.CUSTOM.USAGE IN THE TRADE OR OTHERWISE.
1/',
Initials
Rev 8/06/13
•
""Y `FS City of Sunny Isles Beach
ti 18070 Collins Avenue
u
) Y - Sunny Isles Beach, Florida 33160
•s� ,—FAO 0,° y� (305)947-0606 City Hall
C O
`r*of suK"' (305)949-3113 Fax
MEMORANDUM
TO: The Honorable Mayor and City Commission
VIA: Christopher J. Russo, City Manager
FROM: Jane A. Hines, MMC, City Clerk
DATE: 10/17/2013
RE: Agreement with The Miami Herald for Advertising Services
RECOMMENDATION:
• It is recommended that the City Commission adopt the attached Resolution
approving an Agreement with The Miami Herald with option for a second year,
for advertising services.
REASONS:
The City has been under contract with The Miami Herald for several years as
to use The Miami Herald or Neighbors
a require us 9
I obligations that there are lea g q
9
section for legal public noticing. Additionally when Special City Commission
Meetings are scheduled, we do not have much flexibility to use other publications
and still meet the noticing deadlines. Also, the Cultural & Community Services
Department advertises to promote special events and other activities.
Given the fact that several times a year we use The Miami Herald, by signing a
volume contract rate Agreement we can achieve a discount in the advertising
rates.
The estimated annual cost of advertising with The Miami Herald is $24,000.00.
FUNDING SOURCE:
Funding is available in City Clerk Account No. 10-516-5480 for $20,000.00; and
CCS Account No. 10-572-5578 for$4,000.00.
ATTACHMENTS:
• • Resolution
Agenda Item No.IOS
Date 10/17/2013
296