HomeMy WebLinkAboutReso 2016-2582 •
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RESOLUTION NO. 2016- ,582.,
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 IN FISCAL YEAR 2016-2017, IN AN AMOUNT NOT TO
EXCEED FIFTY THOUSAND DOLLARS ($50,000.00), ATTACHED
HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE
SAID AGREEMENT; AUTHORIZING THE CITY MANAGER 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, the City of Sunny Isles Beach has complied
with various State public noticing requirements by placing legal notices in the Miami Herald
Neighbors; 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; 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 its residents and
property owners regarding certain City Commission public hearings, and other related matters
regarding the City; and
WHEREAS, the attached Agreement is required for retail advertising services for Fiscal
Year 2016-2017, in an amount not to exceed Fifty Thousand Dollars ($50,000.00) as follows:
City Clerk's Office $18,000.00; Human Resources $5,000.00; Planning and Zoning $15,000.00
[reimbursed by Developers]; and a contingency of$12,000.00 for additional advertising/noticing
needs that may come up during the fiscal year.
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", in an amount not to exceed Fifty
Thousand Dollars ($50,000.00), 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. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
R2016-Miami Herald Advertising Agmt Fy 2016-17 Page 1 of 2
Section 4. Effective Date. This Resolution will become effective upon adoption.
PASSED AND ADOPTED on this 15th day o -ept,. ber 2016.
Geor H. Scholl, Mayor
ATTEST:
° Janie A. Hines, MIVIC, City Clerk
•
1.
APPROV_ D AS TO FORM AND
LEG• " " 1 IE CY:
ONA
a s O '°not, City ttorney
r
Moved by: _C.�ho # U D D
Seconded by: l.0 Yv�Mn►l ,l.trv�� Lev 1�AJ
Vote: S�
Mayor Scholl V/(Yes) (No)
Vice Mayor Gatto ! (Yes) (No)
Commissioner Aelion (Yes) (No)
Commissioner Goldman Yes) (No)
Commissioner Levin ( es) (No)
82016-Miami Herald Advertising Agmt Fy 2016-17 Page 2 of 2
1
Miami Herald Media Company
(Referred to as "MHMC")
3511 Northwest 91 Avenue, Miami Fl 33172 .
ADVERTISING AGREEMENT
Advertising Agreement. 1S`Run Date: October 1st,2016—October 1st, 2017
ADVERTISING IN MIAMI HERALD,EL NUEVO HERALD,YES(SUNDAY SELECT), CALIENTE AND INTERACTIVE
FREQUENCY CONTRACT(NOT SELF-RENEWING)
The Advertising rates charged by MHMC and paid for by the Advertiser will be the applicable MHMC published rate card rate for advertisers at the 48x
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 other advertising will be
billed by MHMC and paid for by Advertiser at the applicable rates in the MHMC rate card in effect at time of publication. Premium charges apply as
outlined in MHMC rate cards.Contracts cannot be rebated. All advertising terms&conditions apply.
FLEXIBLE FREQUENCY CONTRACT(NOT SELF-RENEWING)
Flexible Frequency Part Run ROP contracts entitle advertiser to the frequency level stated above for any combination of advertisements in any of the
following products:Neighbors Miami-Dade& Broward Weekend Broward Tropical Life Viernes
Broward Local Broward Business Monday Sabores/Viva Mas
Other
FLEXIBLE FREQUENCY Publish advertising 48x times within a maximum of 52 weeks
For part run packages, (Auto Care, Restaurant,Everything for Kids,Business Builder and Health&Fitness)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
Monthly Rate Total:
Total Contract Value:
MHPC Internal Use Only Notes:
This Agreeme• is sub ect to:(i)the Advertising Terms and Conditions attached hereto;(ii)the applicable MHMC rate card;and.(iii)MHMC's
publication .eadlines, eolicies and procedures,all as amended by MHMC from time to time. Rates may be amended by MHMC upon 30 days'
written no ice to Ad ertiser.
A legibl:facsimile opy of this Agreement when fully executed shall be considered an original copy of this Agreement.
Adve ser _ Miami Herald Media Company
By: / By: Luz Daniela Carrera
(A st be signed by Principal of Firm) Advertising Manager
Print Na City of Sunny Isles Beach By:
Title: G Q Gf.. ,4c4#bL.l -
Address/City/Sta�te/ZZiip: 1 two 7c) (1.OLL i►JJ S PkUE,t UN NY 1SL S }{)` .S'3te=e5
MHPC Internal Use Only: Sales Rep Name:
Account No: Online Account No: Agency No:
ADVERTISING TERMS AND CONDITIONS
Contract Terms. Advertiser must consume and pay for the minimum space indicated herein within one year from the In 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 Iinage,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 review 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 MI-IMC 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 MHMC'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:New Years
Eve Day,New Year's Day,Independence Day,Labor Day,Thanksgiving Day,Day after Thanksgiving,Christmas Eve Day,Christmas Day,and
Day after Christmas.
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 laws 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
MI-IMC 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 MI-IMC 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
MI-IMC 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. MHMC 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 MI-IMC 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. Cancellation policy for ROP premium Positions ROP premium positions defined as Spadeas,Double trucks,and Section A front page strips in Miami
Herald,el Nuevo Herald,Caliente and Yes(Sunday Select),publishing on January 1,July 4,February 14,February 17,May 26,September I,and during
November and December will be subject to a mandatory cancellation fee.Once advertiser reserves Publication Date(s)for ROP premium position(s)for
any of the positions and dates outlined,Advertiser cannot cancel or change that date(s)unless Advertiser delivers written notice of change or cancellation
to MHMC not less than seven(7)business days prior to publication date.If Advertiser's written notice is not timely,or if Advertiser otherwise fails to
keep the Publication Date for such premium positions,then unless the advertising runs as scheduled,Advertiser agrees to pay a cancellation fee equal to .
25%of reserved ad position amount.
10. MHMC's Rights Regarding Mechanical Specifications.MIL MC reserves the right to alter any printed advertising . - 'al due to
press/production requirements.This reservation of right includes MHMC's right to reduce the size of any advertis- ent as ong as the
advertisement maintains the same proportion of the entire page.Advertising will be billed based on the space re -rved/ordered.
11. Unavoidable Nonperformance. MHMC is not liable for failure to publish ads or distribute its publications b=cause of flood,fire,riots,strikes,
terrorists,storms,shortages of material,orders of government,failure of transportation,acts of God or other'auses beyond MHMC's control. In
such an event,this Agreement will be extended for a period equal to the time during which such performan•- was not possible.
12. Clerical Errors. Incorrect rates on advertisements,which do not correspond to the rate card or as,other w' e specified in this Agreement,will be
regarded as clerical errors and such advertisements will be charged at the applicable rate for such advertis•ment. the time of the signing of this
Agreement.
Initials
13. 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.
14. Advertising Agencies. The obligations of Advertiser and its advertising agency(if any)hereunder shall be joint and several.
15. 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.
16. Online Advertising. Without limiting the generality of any provision of this Agreement,any online advertising which is subject to this
Agreement is subject to the following additional terms and conditions:
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 Advertiser's 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 websites to which the Advertisements link or elsewhere;and(iv)distribute the
Advertisements through the websites,properties,applications,and/or devices described in this Agreement(the"Distribution
Network").
b) 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 MHMC 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 error in publishing an Advertisement,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 be 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).
I) 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.
17. 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 und-rstandings,as well
agreements,between them regarding the subject matter. This Agreement shall not be modified except in writing si:•ed b) the parties.This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted succ-.sor and.ssigns. The
Agreement may not be assigned(by operation of law or otherwise)by Advertiser. In the event that any provisis contain:i in this Agreement or
the application thereto to any circumstance is for any reason held to be invalid or unenforceable,such provision shall be i effective to the
minimum extent of such invalidity or unenforceability and the remainder of this Agreement will remain valid.nd enfor -able according to its
terms.
Initials
18. LI IITATION OF LIABILITY. IN THE EVENT OF ANY ALLEGED BREACH BY MI-INC OF THE AGREEMENT OR ANY OTHER I
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 DAM• : S . EXCESS OF THE
LESSER OF AN AMOUNT WHICH(I)EXCEEDS OF THE COST OF THE ADVERTISEMENT;OR,(II)T.i AMO T ACTUALLY
PAID BY ADVERTISER TO MHMC. MHMC's PAYMENT OF SUCH AMOUNT SHALL BE ADVERTI• R'S EX(LUSIVE REMEDY
AND AGREED UPON LIQUIDATED DAMAGES. MHMC HEREBY DISCLAIMS ANY WARRANTIE NOT SP IFICALLY SET
FORTH IN THIS AGREEMENT AND ADVERTISER WAIVES ALL OTHER REPRESENTATIONS A I WA' ' • TIES.EXPRESS,
IMPLIED.STATUTORY OR ARISING BY COURSE OF DEALING OR PERFORMANCE,CUSTOM; S•/. E THE TRADE OR
OTHERWISE.
Initia
Revised 10/16/2014
APPRO A_ O; ORM
AND 4 ► M IA
`I• % v ;' _ ATTORNEY
So 'S F City of Sunny Isles Beach
/' J* ''„,y City Sunny
,, 18070 Collins Avenue
”! - .-')Z Sunny Isles Beach, Florida 33160
i P \_. F4p °P a,' (305)947-0606 City Hall
r4 r."c 5,s0+ "`o
(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: 9/15/2016
RE: Approve Agreement with The Miami Herald for Retail
Advertising Services for Fiscal Year 2016-2017
RECOMMENDATION:
It is recommended that the City Commission adopt the attached
Resolution approving the Agreement with The Miami Herald for
advertising services for Fiscal Year 2016-2017.
REASONS:
The City has been under contract with The Miami Herald for several
years as there are legal obligations that require us to use The Miami
Herald - Neighbors 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. Additionally, other Departments also advertise events,
hearings, meetings, etc.
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 for
Fiscal Year 2016-2017 with The Miami Herald is Fifty Thousand Dollars
($50,000.00) with the following City Departments: City Clerk's Office
$18,000.00; Human Resources $5,000.00; Planning and Zoning
$15,000.00 which is reimbursed by the Developers; and a Contingency
of $12,000.00 for additional advertising/noticing needs that may come
148
up.
FUNDING SOURCE:
Funding is available in budgeted accounts of listed Departments.
ATTACHMENTS:
Description
Resolution
Agreement
Item Number: 10.D.
149