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HomeMy WebLinkAboutResolution - 4964 - Authorizes Mayor, Or His Designee, To Execute Standard Form CCAD Contracts - 09/28/1995Resolution No. 4964 September 28, 1995 Item #14 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock or his designee BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Standard Form Civic Centers Advertising Display Contracts which are prepared on the Standard Form attached to this Resolution as Exhibit A and made a part hereof for all purposes. A copy of the Standard Form Agreement attached hereto as Exhibit A shall be spread upon the minutes of the City Council and shall be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this ATTEST: Betty M.JohnsA, City Secretary APPROVED AS TO CONTENT: lJ 0—�61-4�- Vicki Key, Civic Center anager APPROVED AS TO FORM: C. Ross, Jr., City A JCR: da/ccdocs/adverbs. res September 20, 1995 CIVIC CENTERS ADVERTISING DISPLAY AGREEMENT This Agreement, entered into this day of , 199_, by and between the City of Lubbock (herein called "City") and [insert Advertiser's (herein called "Advertiser"). Whereas, the City of Lubbock, through it's Civic Centers Department, operates and maintains the Lubbock Memorial Civic Center and Municipal Auditorium -Coliseum complex; and Whereas, the City, through the Civic Centers Department, has the right to sell advertising space in the Civic Center, Auditorium, and/or Coliseum, including advertising on certain equipment such as, but not limited to, Scoreboards and Scorer/Press Tables, Banners, Backlit Signage, Skirting; and Whereas the City desires to grant certain advertising rights in designated areas of the [insert facility] ; and Whereas, the City Manager, or his designee, who for purposes of this agreement is the Civic Centers Manager, has been authorized by City Council to approve routine contracts such as this one; and Whereas, Advertiser desires to purchase the right to display its advertising in conjunction with events held at the [insert facility i.e. Civic Center, Auditorium and/or Coliseum]: NOW, THEREFORE, for and in consideration of the mutual promises and covenants expressed herein, the parties agree as follows: 1. Definitions 1.01 "Advertising Copy" shall mean any words, slogans, themes, leitmotivs, designs, logos or comparable creative effort with respect to the advertising of Advertiser's products. 1.02 "Advertising Package" shall mean the Signage locations conforming to the descriptions thereof noted in Exhibit "A" of this Agreement. 1.03 "Agreement" shall mean this Advertising Agreement entered into by the parties hereto. 1.04 "City" shall mean the City of Lubbock, Texas, a municipal corporation, located in Lubbock County. 1.05 "Signage" shall mean the advertising space or panel as set forth in Exhibit "A" of this Agreement on which will be displayed Advertising Copy. 2. Term 2.01 This Agreement shall become effective on insert date, month, and yearl and terminate at 12:midnight on [insert date, month, and year] 3. Grant of Advertising Rights 3.01 The City hereby grants to Advertiser the non-exclusive right to display the Advertising Copy on the signage included in the Advertising Package as outlined in Exhibit "A" of this Agreement during the term of this Agreement; provided, however, it is expressly understood and agreed that the City is not in any way restricted by this Agreement from granting advertising rights to others and may determine, in its sole discretion, the location, content, and form of all such advertising of others. 4. Obligations of City 4.01 City will obtain, install, and maintain, at City's expense, the following: [insert equipment/signage on which Advertising Copy will be displayed] 4.02 City will be responsible only for the initial installation of the Advertising Copy on the Signage. Any subsequent expenses for removal, replacement and reinstallation required as a result of changes of the Advertising Copy or otherwise, shall be borne by Advertiser. This does not include lighting required for backlit signage. All repair or replacement of the Signage shall be performed by the City as soon as practicable following notice of malfunction, damage or destruction and estimation and payment by Advertiser of the costs therefor. All utility costs attributable to the operation of the Signage shall be the responsibility of the City. 4.03 City will display and/or illuminate Advertising Copy at all public events held in the [insert facility] , except National Collegiate Athletic Association ("NCAA") athletic events. In the case of Scoreboard panels, panels will only be illuminated when Scoreboard is in use during an event. In the case of any backlit signage inside the seating areas, no illumination will occur during performances requiring the house lights to be turned off. 2 4.04 The fact that the production and staging requirements for some events at which Advertising Copy will be displayed will partially or totally obstruct Advertising Copy from view of some seats will not be a breach of City's obligations under this Agreement. Advertiser's Obligations 5.01 Terms and Payment: As consideration for the obligations to be performed by the City, Advertiser will pay to the City the following: [insert negotiated payment terms] 5.02 Advertising Copy and Signage 5.02a Advertiser will provide copy and camera-ready art to City. The content and form of copy and camera-ready art will be subject to the Civic Center Manager's approval. Such approval shall not be unreasonably withheld. The initial Advertising Copy will be placed at the expense of the City. The Advertising Copy may be changed at any time thereafter; provided, however, that the specifications for such changes have been approved by the Civic Centers Manager, which approval shall not be unreasonably withheld, and all costs necessary or incidental thereto shall be borne by Advertiser and paid in advance. 5.02b Advertiser agrees that the Signage on which the Advertising Copy will be displayed hereunder is the sole property of the City and shall remain in the possession of the City upon termination of this Agreement. 5.02c All Advertising Copy, including any logos or label designs and product identification of Advertiser, Advertiser's official decals and artwork, and Advertiser's advertising, marketing, and promotional concepts as referred to herein, shall be and remain the property of Advertiser. Any and all rights under trademarks, service marks, copyrights, or other property rights of Advertiser shall inure to the benefit of Advertiser. The City's right to use the above pursuant to this Agreement shall continue only for the term of this Agreement, and Advertiser represents and agrees that the City may use any of the foregoing in the Advertising Copy. 5.02d Except as expressly provided herein, neither party shall have the right to use in any way the corporate or tradename, trademark(s), service mark (s), logo(s) or other identification of the other party or its affiliates without the other party's prior written consent. 3 6. Renewal 6.01 Advertiser will have the first right to negotiate with the City for the display of Advertising Copy in the manner provided for in this Agreement for periods subsequent to the term of this Agreement. The period for such negotiation shall begin no later than 12 months prior to the expiration date of this Agreement. If no agreement for renewal with Advertiser is reached within 6 months prior to the expiration date of this Agreement, the City may offer such display advertising rights to any other potential advertiser on such terms as the City deems appropriate. 7. Licenses, Permits, Regulations and Taxes 7.01 Each party will obtain and maintain in effect at its sole expense all licenses or permits that are required for that party's performance of this Agreement and will comply with all applicable federal, state, and local laws. 7.02 Advertiser shall pay any and all taxes, levies and assessments imposed by any taxing authority on any portion of the advertising rights granted herein. Indemnification 8.01 Advertiser shall indemnify and hold harmless the City and City's officers, agents, and employees from any and all expenses, costs, and liability from claims, causes of action, or judgments for libel, slander, copyright infringement, plagiarism, patent infringement, misrepresentation of rights or claims arising from the character, content, subject matter or display of any Advertising Copy; and for injury or death of a person or damage to property that arises directly or indirectly from the negligent or intentional acts or omissions of Advertisers and its officers, agents, employees, or subcontractors in the performance of this Agreement. 8.02 (put in our hold harmless clause) 9. Termination and Default 9.01 Advertiser agrees to pay City for spaced leased according to the prices herein specified. All payments to be made to City in accordance with the provisions stated in Section 5.01 of this Agreement. In the case of default of such payment, the City may, at its option, terminate this contract without prejudice to any right to compensation and damages for breach thereof and any unpaid balance shall immediately be recoverable by City from Advertiser as liquidated damages. In the event of breach by Advertiser, the City is authorized, but not obligated, to cease providing advertising space to Advertiser for the whole or any part of the term of this Agreement and upon such terms and conditions as the City may determine. 4 10. Force Majeure 10.01 Delay, interruption or diminution of the performance of this Agreement from any cause beyond the control of either party hereto, including, without limitation, power blackout, war, state of national emergency, act of God, strike, civil disorder, work stoppage, tornado, picketing, damage or concerted action by any employees, shall not constitute a ground for cancellation of this Agreement by the other party. 11. Dispute 11.01 Should advertiser default hereunder, City may elect to cancel this Agreement and seek all applicable damages in connection therewith or, at its discretion, City may seek to specifically enforce the performance and obligations of Advertiser for the remainder of the term of this Agreement. 11.02 If any dispute arises under this Agreement necessitating a legal remedy or if the City is required to specifically enforce this Agreement, then, in all such events, the City shall be entitled to collect from Advertiser its reasonable attorneys' fees and court costs incurred in connection therewith. 12. Assignment 12.01 Advertiser may not assign any of its rights under this Agreement without the written consent of the Civic Centers Manager, and no assignment of its rights hereunder shall discharge Advertiser from any of its obligations or liabilities under the terms of this Agreement. (check scoreboard agreement) 13. Special Provisions 14. Merger and Amendment 14.01 The provisions of this Agreement constitute the entire Agreement between the parties with regard to the subject matter hereof and no prior or contemporaneous agreement, written or oral, shall affect the terms hereof. No amendment to this Agreement shall be effective unless reduced to writing and signed by the authorized representative of each party. 15. Notice 15.01 Any notice given by either party shall be in writing and delivered either in person or by certified mail, return receipt requested, addressed to the party and addresses indicated below: To: City Civic Centers Manager Lubbock Memorial Civic Center/Auditorium-Coliseum 1501 6th Street Lubbock, TX 79401 To: Advertiser --[insert recipient's title] -- --[insert Advertiser's name] -- --[insert Advertiser's address] -- 16. Governing Law 16.01 The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Texas. THE CITY OF LUBBOCK by Date --[insert Civic Centers Manager's name] -- Civic Centers Manager --[INSERT ADVERTISER'S NAME] -- by --[insert signer's name] -- --[insert signer's title] -- Date 0 EXHIBIT "A" The Signage and Advertising Package which are the subject of this Agreement are described as follows: [insert description and size]