Loading...
HomeMy WebLinkAboutResolution - 2281 - Agreement - Ackerley Airport Advertising Inc - Display Advertising, LIA - 03_27_1986Resolution #2281 March 27, 1986 Agenda Item #21 MH:js RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock an Agreement for Professional Services Display Advertising by and between Ackerley Airport Advertising, Inc. and the City of Lubbock, attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as fully copied herein in detail. Passed by the City Council this 27th day of March 1986. ALAN Y. M OR ATTEST: 75 APPROVED AS TO CONTENT: Marvin Coffee, D ctor of Aviation APPROVED AS TO FORM: Michele Hart,"Assistant City Attorney MEMO TO: Jim Bertram, Asst. City Manager for Development Services FROM: Marvin Coffee, Director of Aviation SUBJECT: Agenda Comments - March 27, 1986 Council Meeting DATE: March 18, 1986 ITEM IU.I Lease agreement with Ackerley Airport Advertising Inc. for airport display advertising. Ackerley Airport Advertising has had the airport advertising contract for a number of years. The current contract runs until October 1, 1987. Because of the terminal expansion we have requested that Ackerley work with our architect and come up with a plan that will match the decor and treatment used in the building. Ackerley has made a proposal to change out all display facilities as requested. The Airport Board has reviewed their plan and recommends to City Council. Provisions of the lease follows the recommendation of the lease policy study. DIVISION OF AVIATION LEASE SUMMARY - AGENDA ITEM Party - Ackerley Airport Advertising, Inc. Type of Agreement - Agreement for professional services display advertising. Term - Five (5) years beginning October 1, 1987 ending on October 1, 1992. Rental - 50% of gross revenues. (Based on billing) Guarantee - Minimum guarantee be increased from $9,000 per year to $75,000 per year after notice of terminal space available for occupancy. Speical conditons - A. City has the right to approve or disapprove advertising copy. B. City retains book of business. C. Hold harmless for City and its agents. Insurance - General liability combined single limit $1,000,000. Resolution #2281 AGREEMENT FOR PROFESSIONAL SERVICES DISPLAY ADVERTISING This Agreement made and entered into on this 27th day of March 19B6, by and between the City of Lubbock, a municipal corporation in the State of Texas (herein called City) and Ackerley Airport Advertising, Inc., a corporation duly created, organized and existing under the laws of the State of Texas and authorized to do business in the State of Texas, (herein called Ackerley). WITNESSETH: WHEREAS, the parties to this Agreement entered into an Agreement for Professional Display Advertising Services on January 1, 1977 for a term of five (5) years beginning on October 1, 1977 and, WHEREAS, the parties thereafter mutually agreed to extend such contract term for another five (5) year period beginning on October 1, 1982 and ending on October 1, 1987 and, WHEREAS, due to the expansion of the Lubbock International Airport terminal, the parties agree and desire to terminate such previous agreement and enter into another agreement which supersedes the previous agreement, NOW THEREFORE, in consideration of the payments and agree- ments, herein contained to be made by Ackerley, City does hereby grant to Ackerley the right to serve as exclusive National and Regional Sales Representative for all advertising displays in and upon the Terminal Building at the Lubbock International Airport and to solicit and make contracts in. its own name for advertising and exhibit material to be displayed therein. I. TERM The term of this Agreement shall begin on the date above - mentioned and end on the same month and date in the year 1992. a II. PERCENTAGE FEES AND PAYMENTS In consideration of the foregoing, Ackerley agrees to make to the City a minimum guarantee of $9,000 per year or 500 of the gross revenues, whichever is greater, received by Ackerley for and from advertising arising from the agreement. Ackerley further agrees that beginning thirty (30) days after receipt of notice from the Director of Aviation that the terminal additions are ready for occupancy and continuing for the rest of the term of this Agreement, Ackerley will pay to City a minimum guarantee of Seventy -Five Thousand and No/100 Dollars ($75,000.00) per year or fifty percent (50%) of the gross revenues, whichever is greater, received by Ackerley for and from advertising arising from the Agreement. The term "gross revenues" as used herein shall be defined as the amount billed by invoice for advertising less any advertising agency commission fees, fees paid to the phone company in providing phone service on the full service reservation board, amounts received by agent from clients for fabrication of airport displays, amounts of Federal, State, or Municipal sales tax or other similar taxes separately stated and collected from custo- mers now or hereafter levied or imposed. Franchise taxes or taxes levied on agents' activities, facilities, equipment or real or personal property of agent shall not be excluded from gross revenues. All payments as specified above shall be delivered to the Office of the Director of Aviation on or before the tenth (10th) day of the month succeeding that in which the sales being accounted for were made. Accompanying each payment shall be a complete written statement showing in all reasonable detail the gross amount of sales for the preceding calendar month. Each such statement shall be signed by one of the principal officers of Ackerley. - 2 - APPROVAL OF ADVERTISING MATERIAL All advertising material and exhibit material, advertise - and manner of presentation shall be subject to approval by the .City. The City may disapprove any such items at its own discretion. Ackerley will immediately remove from the airport premises, at its sole cost and expense, upon written demand of the City, or its authorized representative, any display showcase, sign, poster or other advertising material which may be consid- ered objectionable by the City. In the event that such matter is not removed immediately upon receipt of written demand the City's authorized representative may remove said material or display and Ackerley will pay any warehouse or storage rental incurred by such action. The City or its authorized representative shall not in any way be held responsible or liable for any damage to the equipment or materials so removed. IV. RECORDS/ACCOUNTING Ackerley', during the term of this Agreement, shall maintain and keep, or cause to be maintained and kept, a full, complete and accurate permanent record and account of all sales of adver- tising space and services and all sums of money paid or payable .for, or on account, or arising out of the business transactions conducted with respect to said terminal advertising by or for the account of Ackerley for each day of the term hereof and such records and accounts and all supporting records at all times shall be open to inspection and audit by the City and its duly authorized agents or representatives and shall be produced at the Airport upon written request of the City. V. NONDISCRIMINATION Ackerley, in exercising any of the rights or privileges herein granted to it shall not on the grounds of race, sex, color - 3 - or nationalorigin, discriminate or permit discrimination against any.person or group of persons in any manner prohibited by 49 CFR 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and shall comply with all require- ments of said Regulations, and as said Regulations may be amended. VI. NOTICES All notices required by this Agreement shall be sent to: Mr. Marvin Coffee Director of Aviation Lubbock International Airport Route 3, Box 201 Lubbock, Texas 79401 Mr. Donald E. Carter Vice-President/General Manager Ackerley Airport Advertising, Inc. 2001 Sixth Avenue, Suite 3300 Seattle, Washington'"98121 VII. LAWS, ORDINANCES, REGULATIONS Ackerley shall comply with all laws, ordinances, regulations, and rules of the Airport and the Federal, State, County and City governments which may be applicable to its operation under this Agreement. VIII. FACILITIES AND SERVICES TO BE PROVIDED BY CITY City shall, without cost to Ackerley: A. Furnish the wall spaces and/or other areas in the condition required to accept display cases and exhibits in the approximate number, type, signs and locations, as well as additional locations, as may from time to time be approved. B. Supply electrical outlets at each approved location and any additional approved locations (except for flat panel poster locations). - 4 - C. Provide electrical current in reasonable amounts for the lighting of advertising material and the operation of displays. D. Without incurring any liability for property damage, provide normal police surveillance and protection of the displays against vandalism or trespass and will report to Ackerley the discovery of any damage or unsightly appearance requiring immediate correction. E. Provide Ackerley with all requested and available information pertaining to traffic exposure, positions of all advertising facilities within the airport and pertaining to the availability of such facilities for sale and to authorize Ackerley to include all such information in its schedules and promotional material. IX. SERVICES AND EQUIPMENT TO BE FURNISHED BY ACKERLEY Ackerley shall, without cost to City: A. Continuously promote the concept of the National Terminal Advertising Media and conscientiously solicit and endeavor to sell local, national and regional advertisers and advertising agencies on the use of the advertising facilities located in the Airport. B. Act as an airport advertising consultant to City, rendering advice'and information from Ackerley's national and regional office. C. Furnish all display inventory and maintain same in first class manner during the,entire term of this Agreement, including replacing, repairing and cleaning the inventory. D. Install all inventory and change out all displays as presented in Ackerley's proposal, attached herewith and made a part of this Agreement. E. Insert all advertising material whenever possible at hours of minimum passenger and visitor activity within the - 5 - Airport or at such hours as are approved by the Director of Aviation or his designated representative. X. DEPRIVAL OF ADVERTISING SPACE If Ackerley is deprived of its advertising space in the Airport because the premises are rendered untenable or unfit for the uses and purposes contained in this Agreement, without fault on the part of Ackerley, its employees, agents or independent contractors, or if the public is denied normal access to the Airport or to any parts of the Airport containing advertising displays of Ackerley, for any reason, including but not by way of limitation; a strike affecting a major airline servicing the Airport, the City shall allow to such advertisers for such periods a proportionate abatement of the payments due hereunder. If, within ninety (90) days after the premises have been rendered untenable or unfit as above described or the public has been denied normal access to the Airport, said premises shall not have been repaired or reconstructed, or placed in operation, Ackerley may give the City written notice of its intention to cancel this Agreement in its entirety as of the date of such damage or destruction or denial of access, without any liability being incurred thereby on the part of Ackerley or the City. XI. ASSIGNMENT This Agreement shall not be assigned, transferred, pledged or otherwise encumbered, without the prior approval of the City. XII. INDEMNIFICATION AND HOLD HARMLESS A. Ackerley shall indemnify and hold harmless the City, its agents, or employees for all suits and actions of every name and description brought against them or which may result, for or on account of, any injuries or damage received or sustained by - 6 - any person, or property, by or from acts of Ackerley, its agents, servants or employees. B. Protection against loss by fire or other casualty to the contents of the advertising displays shall not at any time be an obligation of the City, nor shall the City be responsible for loss by fire or other casualty to any advertising display case or frame. INSURANCE Ackerley shall maintain during the term of this Agreement, Comprehensive General Liability Insurance in amounts not less than a combined single limit of $1,000,000.00 per occurrence for bodily injury and property damage, indemnifying the City against such bodily injury or property damage claims, and furnish City an appropriate Certificate from the insurance carrier showing the insurance to be in force which Certificates shall be in the effect that such insurance shall not be changed or cancelled without ten (10) days prior written notice to City. XIV. DEFAULTS BY ACKERLEY A. Failure of Ackerley to promptly make payments of any charges and amounts required to be paid as set forth in Section 3 herein, shall constitute a default and the Authority may, at its option, terminate this Agreement after fifteen (15) days notice in writing, unless the default be cured within the notice period. B. Failure of Ackerley to comply with any other covenants of this Agreement shall constitute a default, and the Authority may, at its option, terminate this Agreement after thirty (30) days notice in writing, unless the default be cured within the notice period. C. The Authority may, at its option, terminate this Agree- ment after thirty (30) days notice in writing, if a lien is filed - 7 - against the interest of this Agreement and is not removed within a reasonable time by Ackerley. D. The happening of any of the following events shall constitute a default by Ackerley and this Agreement shall auto- matically terminate ipso facto: abandonment of this premises or discontinuation of operations; filing of insolvency; reorgani- zation or bankruptcy petitions; adjudication as a bankrupt; making of a general assignment for the benefit of creditors. Xv. TERMINATION BY ACKERLEY OR AUTHORITY A. This Agreement shall be subject to cancellation by Ackerley or the Authority in the event of any one or more of the following events: 1. The permanent abandonment of the Airport. 2. The lawful assumption by the United States Government or any authorized agency thereof, of the operation, control or use of the Airport, or any substantial part or parts thereof in such a manner as to substantially restrict Ackerley from operating therein for a period in excess of ninety (90) days. 3. The issuance by any court of competent jurisdiction of any injunction in any way substantially preventing or restraining the use of the Airport, and the remaining in force of such injunction for a period in excess of ninety (90) days. B. This Agreement shall be subject to cancellation by Ackerley in the following event: The default by the Authority in the performance of any covenant or agreement herein required to be performed by the Authority and the failure of the Authority to remedy such default for a period of sixty (60) days after receipt of written notice by Ackerley to remedy the same. - 8 - C. Should this contract be cancelled or terminated, the Agent shall receive fifty percent (50%) of all gross receipts received from advertisers on all contracts negotiated and consummated for the balance of the term of each contract. The Agent under this contract shall be required to maintain the displays for the balance of the term of each contract. Should this contract be terminated or cancelled, all con- tracts made and entered into between the Agent and the Advertiser for the renting of advertising facilities in the Terminal Build- ing, shall be automatically assigned for the balance of the time of such contract to the City or its assigns. Upon such termina- tion, cancellation or failure to renew this contract, the Agent shall immediately deliver all such contracts made and entered into by such Agent which are in full force and effect as of such date to the Airport Director of the City of Lubbock at Lubbock, Texas. XVI. AGREEMENT BINDING The terms of this Agreement shall be binding upon the exe- cutors, administrators, successors and assigns of the parties hereto. XVII. STATUS OF ACKERLEY It is understood and agreed that Ackerley does not lease any space from the Authority and is not a Lessee or Tenant of any space hereunder. Ackerley is acting as a sales representative and airport advertising consultant only. Ackerley shall not be construed as the agency or, employee of the Authority for any purpose or in any manner whatsoever. Ackerley is to be, and shall remain, an independent contractor or independent represen- tative with respect to all rights, privileges, obligations and services performed under this Agreement. - 9 - XVIII. FIXTURES All electrical alterations, modifications, additions or improvements (except for movable advertising displays, movable personal property and removable trade fixtures), at any time placed in or upon the Airport by Ackerley shall be deemed to be an.d become a part of the realty and the sole and absolute pro- perty of the Airport upon completion thereof. Movable adver- tising displays, movable personal property and other removable trade fixtures shall not be deemed to become the property of the Airport and Ackerley shall have the right to remove said property from the leased premises on or before the time of termination of this Agreement. XIX. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement between Ackerley and the Authority. IN WITNESS WHEREOF, Ackerley and the Authority have executed this Agreement as of the day and year first above written. CITY OF LUB OCK ACKERLEY��A��IRPORT ADVERTISING, INC. B Y : BY ALAN EN , MAYOR DONALD E. CARTER, Vice President ATTEST: ATTEST: Ranet -Boy City Secret y it L. Hannah, Administrative Manager APPROVED AS TO CONTENT: c Ma vin Coffee4,Q.A1Xecgt_§f--of Aviation APPROVED AS TO FORM: Mic�art, Assistant City Attorney - 10 -