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HomeMy WebLinkAboutReso 2010-1626 RESOLUTION NO. 2010- llo 2 t- 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; 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; 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, 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 14th day of October 2010. R2010- Miami Herald Advertising Agmt Page I of2 ATTEST: ~~~ Jane A. Hines, CMC, City Clerk Vote: 5-0 Mayor Edelcup Vice Mayor Thaler Commissioner Brezin Commissioner Goodman Commissioner Scholl v (Yes) V(Y es) ---0Y es) ---1L.(Y es) ---1.L.- (Yes) R2010- Miami Herald Advertising Agmt Moved by: Coh-\~ Sc..\-\DLL Seconded by: "-I c.o. M "2' ~ l\.I_ .. ~ _(No) _(No) _(No) _(No) _(No) Page 2 of2 The Miami Herald Media Company (Referred to as "MHMC") One Herald Plaza, Miami, Florida 33132-1693 RETAIL ADVERTISING AGREEMENT Advertiser: Address: 18070 COLLINS AVE,SfH50--- Company: CITY OF SUNNY ISLES BEACH City/State/Zip: SUNNY ISLES BEACH, FL33160-3635 Term of Agreement. 1st Run Date: 10.14.10 until: Contract End Date 10.13.11 RETAIL ADVERTISING IN THE MIAMI HERALD AND THE BROW ARD EDITIONS OF THE MIAMI HERALD. BULK LINEAGE (AUTOMA71C ANNUAL RENEWAl.'>) _Retail Bulk advertising in the MIAMI HERALD _Retail Bulk Advertising in EL NUEVO HERALD ~Retail Bulk Advertising in the MIAMI HERALD/EL NUEVO HERALD COMBO FREQUENCY (NOT SELF-IIENHWING) PART RUN PRODUCTS _X_NEIGHBORS_ FLEXIBLE FREQUENCY with a minimum of _inches annually. with a minimum of _inches annually. with a minimum of ~inches annually. FULL RUN PRODUCTS _HERALD TV WEEK Publish advertising _times within a maximum of _weeks. _INTERNATIONAL EDITION Publish advertising _ times within a maximum of _weeks PREPRlNT ADVERTISING Publish advertising _52_times within a maximum of _52_weeks. 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 -Dade/Broward Weekend -Broward Food -Broward Tropical Life -Broward Local -Other Publish advertising _times within a maximum of _weeks. _WEEKEND Publish advertising _times within a maximum of _weeks COMICS -Broward Business Monday -Viernes -De FiestalEstilo -Sa bores -Viva Mas Publish advertising _times within a maximum of _weeks _ TROPICAL LIFE (Full Page) Publish advertising _times within a maximum of _weeks For pari nm package,\', (Auto Care, Knife & Fork. EverylhingjiJr Kid'i, Distinctive Dinin/.:. and Bmward Health & ''-'iJnes.\). the same frequen,y rutes apply, however the 3-parl pac:ka;.:c nmn!,' as only one appearanu! for frequency contract fi/lfillment purpose.\', Full Run frequency contract advertisers may receive the corresponding Part nlD frequency rate (or all above listed product, but any such part run advertising will not count toward satidying a full run commitment. Payment Terms. All invoices (includIng apphcable sales taxes) are due on the 20th oflhe month follOWIng msertlOn(s)and ifnot paid by the 30th day of the month following the date ofinsertion(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 withoul notice. In the event of such a cancellation, all charges for advertising since the 1st Run Date will be re-invoiced 10 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 3D-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 ofMHMC'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 coun. Sunday circulation and advertising rates will apply to the following holidays: New Year's Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Obligations of Advertiser. Advertiser ab'fees 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 ad copy submilled by Advertiser (or submilled on behalf of Advertiser) to MHMC. Advertiser represents. warrants and guarantees that any ad copy so submitted to MHMC is accurate, tmthful and in compliance with all copyright laws and all other applicable laws and regulations. Waiver of Jury Trial. In any action to enforce or interpret this Agreement. Advertiser and MHMC waive a trial by jury. Additional Terms and Conditions. This Agreement is subject to: (i) the Advertising Tenns and Conditions allached hereto; 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. Agreed and Accepted in Miami, Florida, to be efTective as of the 1" Run Date set forth above. A legible fa. c' . e 7; 'Y Oft;;):is A ' ee ntll'h "ful{v executed shall he c~n.,'iJeTed an original copy ofthL,'Agreement dove I. r: THE MIAMI HERALD MEDIA COMPANY By: ( sl be signed by Princip.al of Firm) Title' 0 Pri, t Name: tJbQrnAAJ 'S ~...bfi.e..u. p 1 By: Advertising Manager -' . MHPC Internal Use Only: Account No: Agency: Rev 6-26-06 Sales Rep Na"8 New Account Renewal CJl ( . .. \" \. It-lT~l'~ ~- :""'~' I~' ,~.: .'~ ~. -- ",~;" '"Y~€ ~:l'\'u()~C;/~~' Crt~ ~ '- , , ., oJ ADVERTISING TERMS AND CONDITIONSTContract Terms. Advertiser must consume and pay for the minimum space indicated herein within one year from the I" Run Date (the "Minimum Amount"). Part-run lineage will be credited to full-run contract achievement at a ratio of 25%. El Nuevo Herald is credited on a 100% level for Real Estate, and 25% level for Employment). 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", previously referred to as "SHORTRA TE"). 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. Earned Rating/Agreement Review. Advertisers will be billed at the earned rate for advertising purchased. Earned Rate means the lineage or inch level reached by Advertiser at the conclusion of the then expiring term of the Agreement. Ifan advertiser satisfies the lineage, revenue or frequency level required of their contract and qualifies for a lower earned rate, they will be billed 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 telln. Bulk Lineage agreements are automatically renewed for successive 12-month periods at the Earned Level unless (i) Advertiser failed to meet the lineage/frequency requirements in any 12-month period or, (ii) either party gives written notice of cancellation at least 30 days prior to the anniversary date of the Al,'feement. 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 lineage or revenue needed to fulfill the twelve-month 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. Ownership of Ads. MHMC retains all rights of ownership in and to all advertisements designed or created by MHMC. Advertiser l,'fants 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. 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. inclnding 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. AcceptancelRejection 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 al,'feed to in writing. 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 appropriale 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). MHMC's Rights Regarding Mechanical Specifications. MHMC reserves the right to alter any advertising material due to press/production requirements. This reservation of right includes the Newspaper'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. 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. 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 10 the exclusive jurisdiction of a court of competent jurisdiction located in Miami-Dade County, Florida. This Al,'feement 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. lu 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 Al,'feement 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 any 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 ineffeclive to the minimum extent of such invalidity or unenforceability and the remainder of this Al,'feement will remain valid and enforceable according to its terms. 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 THIS AGREEMENT AND ADVERTISER WAIVES ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE. Rev 6-26-06 !JUt Initiids The Miami Herald Media Company (Referred to as "MHMC") One Herald Plaza, Miami, Florida 33132-1693 RETAIL ADVERTISING AGREEMENT Advertiser: Address: 18070 COLLINS AVE, STE ESO-=- Company: CITY OF SUNNY ISLES BEACH City/State/Zip: SUNNY ISLES BEACH, FL33160-3635 Term of Agreement. 1st Run Date: 10.14.10 until: Contract End Date 10.13.11 RETAIL ADVERTISING IN THE MIAMI HERALD AND THE BROWARD EDITIONS OF THE MIAMI HERALD. BULK LINEAGE (AUTOMATIC ANNUAL RENEWAL.'>) _Retail Bulk advertising in the MIAMI HERALD _Retail Bulk Advertising in EL NUEVO HERALD ~Retail Bulk Advertising in the MIAMI HERALD/EL NUEVO HERALD COMBO FREQUENCY (NOT SELF-RENEWING) PART RUN PRODUCTS _X_NEIGHBORS_ FLEXIBLE FREQUENCY FULL RUN PRODUCTS _HERALD TV WEEK Publish advertising _times within a maximum of _weeks. _INTERNATIONAL EDITION Publish advertising _ times within a maximum of _weeks. PREPRINT ADVERTISING Publish advertising _times within a maximum of _weeks. _WEEKEND Publish advertising _times within a maximum of _weeks COMICS Publish advertising _times within a maximum of _weeks _ TROPICAL LIFE (Full Page) Publish advertising _times within a maximum of _weeks Renewal CJI MHPC Internal Use Only: Account No: Agency: Rev 6-26-06 with a minimum of _inches annually. with a minimum of _inches annually. with a minimum of ~inches annually. Publish advertising _52_times within a maximum of _52_weeks. 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 -Dade/Broward Weekend -Broward Food -Broward Tropical Ufe -Broward Local -Other -Broward Business Monday - Viernes -De FiestalEstilo -Sa bores - Viva Mas . , Sales Rep Name: New Account EjI For parI nm packages, (AUlo Care, Knift & Fork, Everything/or Kid\', Distinctive Dining, and Broward Health & Fifnes.\~. the same frequency rotes apply. however the 3-par/ package count,\. as only one appearance for frequency contract fulfillment purposes. Full Run frequency contract advertisers may receive the corresponding Part nm frequency rate for all above listed product, but any such part run advertising will not count toward satisfying a full run commitment. Payment Terms. All invoices (including applicable sales taxes) are due on the 20th of the month following insertion(s)and ifnot paid by the 30th day of the month following the date ofinsertion(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. Ifany invoice is not timely paid, then MHMC reserves the right to suspend its performance at any time and/or cancel this Agreement withoul notice. In the event of such a cancellation, all charges for advertising since the I st 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 3D-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 Year's Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. 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 ad copy submitted by Advertiser (or submiued on behalf of Advertiser) to MHMC. Advertiser represents, warrants and guarantees that any ad copy so submitted to MHMC is accurate, tmthful and in compliance with all copyright laws and all other applicable laws and regulations. Waiver of Jury Trial. In any action to enforce or interpret this Agreement, Advertiser and MHMC waive a trial by jury. Additional Terms and Conditions. This Agreement is subject to: (i) the Advertising Terms and Conditions attached hereto; 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. Agreed and Accepted in Miami. Florida, to be effective as of the 1" Run Date set forth above. A legible facsimile co ~r:;;;Jif this Ag cement wh nfully executed shall he c I'uidered an original copy of thi... Agreement f : THE MIAMI HERALD MEDIA COMPANY . y: ( be signed by Princil'al of Firm) By: Title: 0 Advertising Manager ame: NC:>Qrt'lPrIV At'\~<;T : ~ f\ ~.~ ~ t\ D /" J cc..R.~ .>-MJcr..." .~\ t.> e.<; Ie IT \ \,.....l- ..;, ADVERTISING TERMS AND CONDITIONSContract Terms. Advertiser must consume and pay for the minimum space indicated herein within one year from the I" Run Date (the "Minimum Au';ounC} Part-run lineage will be credited to fulI-run contract achievement at aratia of25%. EI Nuevo Herald is credited on a 100% level for Real Estate, and 25% level for Employment). 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", previously referred to as "SHORTRATE"). 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. Earned Rating/Agreement Review. Advertisers will be billed at the earned rate for advertising purchased. Earned Rate means the lineage or inch level reached by Advertiser at the conclusion of the then expiring tenn of the Agreement. Ifan advertiser satisfies the lineage, revenue or frequency level required of their contract and qualifies for a lower earned rate, they will be billed 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 tenn. Bulk Lineage agreements are automatically renewed for successive 12-month periods at the Earned Level unless (i) Advertiser failed to meet the lineage/frequency requirements in any 12-rnonth period or, (ii) either party gives written notice of cancellation at least 30 days prior to the anniversary date of the Agreement. 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 lineage or revenue needed to fulfill the twelve-month 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. 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. 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. AcceptancelRejection 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. Publica lion 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). MHMC's Rights Regarding Mechanical Specifications. MHMC reserves the right to alter any advertising material due to press/production requirements. This reservation of right includes the Newspaper'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. 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. 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. 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 Ah'Teement 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 any 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. LIMIT A nON 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 THIS AGREEMENT AND ADVERTISER WAIVES ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE. Rev 6-26-06 ~ Initials TO: VIA: FROM: DATE: RE: City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3 II 3 Fax (305) 947-2150 Building Department (305) 947-5107 Fax City Commission Norman S. Edelcup, Mayor Lewis J. Thaler, Vice Mayor Roslyn Brezin, Commissioner Gerry Goodman, Commissioner George "Bud" Scholl, Commissioner Rick Conner, City Manager Hans Ottinot, City Attorney Jane A. Hines, CMC, City Clerk MEMORANDUM The Honorable City Commission Rick Conner, City Manager r', Jane A. Hines, CMC, City Clerk~ A ~ October 14, 2010 Resolution Approving an 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 there are legal obligations that require us to use The Miami Herald or 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. Given the fact that several times a year we will be required to 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 is $20,000.00. Funds are budgeted in Account No. 10- 516-5480. I'unding ayailable: L Finance D~partment l\pproyal: LQJ-\- Commission Meeting Date: I 0 -( 4 - \ 0