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R16-171 1 RESOLUTION NO. R16-171 2 3 4 A RESOLUTION OF THE CITY OF BOYNTON 5 BEACH, FLORIDA, AUTHORIZING THE CITY 6 MANAGER OR DESIGNEE TO SIGN DOCUMENTS 7 RELATED TO THE AMENDED OUTDOOR LEASE 8 AGREEMENT BETWEEN THE CITY OF BOYNTON 9 BEACH AND WILTON MANORS STREET SYSTEMS, 10 INC FOR ONE (1) OUTDOOR ADVERTISING 11 STRUCTURE WITH TWO (2) ELECTRONIC 12 CHANGEABLE SIGN FACES IN ORDER FOR THE 13 CITY TO SUBMIT ADVERTISING REQUESTS;; AND 14 PROVIDING AN EFFECTIVE DATE. 15 16 WHEREAS, on July 19, 2016 the City Commission approved Resolution No. R16- 17 091 approving an Amendment to a lease agreement with Wilton Manors Street Systems, 18 Inc., four one outdoor advertising structure with two electronic changeable sign faces; and 19 WHEREAS, as part of the amended agreement, the City is allowed to advertise 20 community events on the electronic billboard however Clear Channel is requesting that the 21 City sign fon-ns as we submit advertising requests for community events throughout the year; 22 and 23 WHEREAS, the City Commission of the City of Boynton Beach, Florida deems it to 24 be in the best interests of the City residents to authorize the City Manager or designee to sign 25 documents related to the City's requests for advertising on the outdoor advertising structure 26 with two electronic changeable sign faces pursuant to the amended Outdoor Lease 27 Agreement between the City of Boynton Beach and Wilton Manors Street Systems, Inc. 28 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 29 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: C:\Users\StanzioneT\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.)E5\VAGZE6P0\Authorize_documents_for_advertising_W Ilton_Manor_Street_Systems_Amendment_to_Lease _Agreement=_Reso.doc 30 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 31 being true and correct and are hereby made a specific part of this Resolution upon adoption 32 hereof. 33 Section 2. The City Commission of the City of Boynton Beach, Florida hereby 34 authorizes the City Manager or designee to sign documents related to the City's requests for 35 advertising on the outdoor advertising structure with two electronic changeable sign faces 36 pursuant to the amended Outdoor Lease Agreement between the City of Boynton Beach and 37 Wilton Manors Street Systems, Inc. 38 Section 3. This Resolution shall become effective immediately upon passage. 39 PASSED AND ADOPTED this/99 "day of,d,e,1i , 2016. 40 CITY OF BOYNTON BEACH, FLORIDA 41 YES NO 42 43 Mayor- Steven B. Grant 44 45 Vice Mayor-Mack McCray 46 47 Commissioner-Justin Katz 48 49 Commissioner-Christina L. Romelus / 50 51 Commissioner-Joe Casello 52 53 54 VOTE - 55 ATTEST: 56 57 / / } A rl 58 ���� Lr� 59 Judi a A. Pyle, CMC / , 60 City/Clerk , r '71461 Vet 62 (Corporate Seal) a • C:\Users\StanzioneT\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.lE5\VAGZE6PO\Authorize_documents_for_advertising Wilton_Manor Street_Systems_Amendment_to_Lease _Agreement__Reso.doc (Vey m e.e) Page i of 3 gy : }y .�. ._' Clea 6 CC ■■■ '.. _ v N OT A CT FOR OIGIT L BULLETIN VERTISI ;JG CUSTOMER # J�{ fit CUSTOMER # 242606 iNvocE NAME Name Cltv of Boynton Beach 92 ADDRESS ADDRESS 100 E . Boynton Beach Blvd CrrriSTATEOP CITY/STATEIZIP i Boynton B each, Fl. 33 435 CONTACT CONTACT Eleanor Krusell Communications Manager EMAIL ADDRESS EMAIL ADDRESS K ell b PHONE # F PHONE # 561- 742 -6010 P.O.# P.O.# ADVRTSR I PROD PRODUCT NAME GOVICTS LOCATION SINETWORK LENGTH PROGRAM START END NET CONTRACT IN WEEKS DESCRIPTION DATE DATE 4 -WEEK TOTAL RATE Pane 137fJ4 m_ " 52 5 weeks per year a. 105119 1273/17 - - 1-95 ES .75 mi N/® Various Programs $ - Boynton Beach FIN $ and $ - Pane113705 � $ 1 -95 ES .75 mi NJO $ - Boynton Beach FIS $ - $ S - $ Total Number of S" ots per Day 1 Space Amount - Dis 1a Commences: Production Charges Days or the 'east Booked TO INVOICE Alt - _ Special Instructions/ Additional Cha es: � City to receive We weeks of guaranteed space on each digital panel to be utilized throughout the entire year to promote the City of Boynton Beach and community events and programs within the City. Program begins 12/5/2015 ending on 12/4/2021. �` ` '� kt=� r,erc�y &xasaar etrq 1x; d+ pcnms�mcskraC�abweAnnavPAK�s2MD3 ,,miter cm0 mr r w d by ems. rm inft aasr®oro4dad bskw. to dcw Cft- n i Ost�Or+aafcr rr ira a dam rr�P eraW beat � rs ai�n TWc m rruc! f` (VanIon e.e) Page 2 of 3 a Clear Channel u .ft.000rA CONTRACT FOR DIGITAL ADVERTISING STANDARD TERMS 1,DEFINED TERMS.As used In this Contract,these terms Mag have the meardnge sat forth below: 3.3 TAXES.Clear Channel shall pay all personal popery twee attributable to the Signs and 'Advertising Notelets'shall mean all Printed Advertising Materials end Digital Advertising Materials,as Cusomerahall be responsible for all other federal,state and local texas In respect of tide Contract each is defined In Section 4. Cempelgn'shall mean the advertising campaign desedbed in the Soles Contract 4.CONTENT,PRODUCTION AND DELIVERY 'CC Porten ahall mean the software utilized by Clear Channel end authorized Customers to serve and deliver Dynamic Content to digital dere. 4.1 PRINTED ARTWORK AND PRODUCTION MATERIALS 'Clear Channel'shag mean Clew Channel Outdoor,Inc.,a Delaware corporation and It successors end asslgna. a.'Printed Advertising Mandate la defined as materiels of quality end in quantity as apedied In 'Co mmunearned Date'shell moan the date Identified as the commencement dela of the Campaign In the the ProductionCodract Ifappllcable,or as otherwleasig mad to by the peebso moot the rade Sales Contract. hereunder,at placeedesignatel by Clear Channel,shipping chargee prepaid,end hi weight tensile 'Confidential hfomrahon'shall mean any Infannatian relating b or disclosed to Cuetomar arising from or in strength,opacity,elza end sort.Cuetomerahali be reeponslble or any and all mete In connection with connection with arty and all pricing information for thin Contract. The creation,production and delivery to Clear Channel of the Pentad Advertising Materials as 'Contract'shall mean the applicable Setae Contract,these lams end conditlara end ell guidelines contemplated under this Contract(but not less then a minimum quantity Wow co delete set of e>Prlessly referred to herein,all ea the same may be modified from time to time. materials and blstrudbna for ovary dlepieyto be posted or vinyl Installed). 'Customer'shell mean the advertiser and any agensy or buying service named In the Sales Contract. b.Custom ershall deliwr Printed Advertising Materials to Clear Channel not lees than 5 business 'Delivery Dao'shall moan the dete(e)for the delivery of Adwelstng Materials as set forth In the Sales days prior to such Commencement Dote.Clear Channel may require additional lima forltre delivery of Contract. Prided Advertising Mdmlale ea required under the circumstances,including,without limitation,H third 'Cynemlc Content'shall mean deta and inormatbn beide supplied by or on behalf of the Customer,auch party approval for the Printed Advertising Materials/13 required. as sports scores,weatherer traffic Information. c.If Customer requests within BD daya ager Bee lad date of the displayed the Printed Advertleing 'Setae Contract"shut mean the Centred for Mvenroing by and behvean Clear Channel end the Customer Metadela,Clear Channel shall return any Printed Advertiaing Materials In Its ponsesabno Cueomerat setting forth the erns and coedited of the Campaign. Gusto mars Dote cast and 000renso. If Cuctornerdoes not so request,Clear Channel Is hereby granted 'Sign'or'Signe'shall mean the sten or signs Identified intim Sates Contract for the*cementer the the rlgM,at its gale option.to dispose of all such Printed Advertising Materials at any time after such OD- advertising 0.advertising or the Campaign. day period, 2,PAYMENT 4.2 MORAL RS a Customershal bye obligated o produNT, ceAand deliverND to Clear Channel any and all edwdistng copy a.Customer shall pay in advance for the services covered by tine Conrad unless othenwtse expressly or artwork,images,displays,Illustmgone,reprodudtons,bad similar advatieln a material°In digital agreed to In writing. format,along with any copy inatrudbno as nlmilardiredlona,In uncompressed,)pg formal,ROB calor b.H Clear Channel has extended credito Cusomer,Clear, Channel shall,from time to time al Intervale mode and In 400x1400 pixels or digital bulletins 400S40 pleats for digital posters,192001080 pixels fallowing the Comm adorned Dao,NU the'Invoice to'Canto mama the e-mail eddied set forth M the oreheltera,or as otherwise agreed to by the parties(collectively,the'Melts!Adwdlalrg Sales Corded,or to the address provided by Customer iCusterner chooses to maw Invoices by mall. Mandate).All Digtlal Adverthing Materials in roam for paper execution of the purpose ofthls Contact c.Payment by Customer for wanted rendered hereunder Is duo within 30 days of the date of the shall be delivered by Cuetameror receipt by Clear Channel no later than 2 busineesdeye prior to the invoice,unlace otherwise agreed to In writing. Commencement Deo and through such method of delivery as that be designated by Clear Channel, d.Past dura accounts shall be charged interest from the date of the Inwice ate per annum role of 12%, anted the Commencement Date Is lase than 2 businessdaye from execution of thla Contract,in which or the highest rate allowed by applicable law,whichever Is tees. owe Clear Channel shall Inform Custom ad the deadline to deliver the Dtghal Advertising Materials to a.If Customer deputes any cheges or needs any erten on an ironies,Customer snail contact Clear ClearChennel prior Ps the Commencement Data.Cuaomerahall be responsible for any end all costs Channel Na email sent o ,('lgardeamnel.crmghd wn 10 days or the Invoke date,etatirg the in connecfonwHh the creation,production and delivery to ClearChannel of the Digital Advertising invoice number,amount and descrrpfen of the allegeddlepute or error,end pmvlde any supporting Materials as contemplated under this Contract dneementatlen ea may be reasonably required by Clear Channel.All invoice chargeashatl be considered b.Upon the written requestof Customer,ClearChehnel,in cls solo dlaaellon,may permit the valid if Customer fans to tlmeyprovido notice to Clear Channel of any disputa or error ea required herein. Cusbmerto feed Dynamic Cantentthrouah the CC Portal,by prodding the Cusomerwith a password f.If Customer la past due In payment at any amount,Clear Channel may change the terms of payment to the CC Pedal.hr ro event shall the unavailabiity,t acthly or lnopembldy eine CC Portal constitute by giving Customerwrrtan notice,If Clow Channel refers this Contract for collection.Customarehail pay a trench oftlda Contract or provide Customer any right deist,remedy orothendne agar this Contract ell collection coats incurred by Clear Channel,Including reasonable attorney's fens and court coats, of at low. e.Customerecknow ledgesand agrees that(1)Clear Channel ohall inelede suoh filtering technology 3.RIGHTS,OBLIGATIONS AND OTHER AGREEMENTS OF THE PARTIES In the CC Portal as H shell deem appropriate,In its eole discretion,to 5lferinappropriale coded from being served or delivered to Signs by Customer,and(2)upon the occurrence of a breach of thio 9.1 OF CUSTOMER Contract by Cusomer,Clear Channel may,In eddttbnto all other remedies avollable to It,end In tis a.Customer represents and warrens to Clear Charnel that sola and absolute dtacrotlon rewke Cuetomere password end shut down Ite acmes to the CC Portal. (1)et all limas hereunder,all of Cusomer'sproducts and senices,Margining Materiels end,to the 4.3 ARCHIVAL MA'fERWI.AND RICHT TO VSE.Clear Channel may keep Adventki Materials • eppolo°ble,all Dynamic Content;faced on Slgn or Signs,shall complywith all applicable federal, n0 °tato and local laws and regulations, es lideems fitter Clear Clannel'eown archived putposee.Cuetomerauthorizes Clear Channel to uses (2)Customer Is the rightful awnerer licensee of the advertising content and the advenlsirg content picture or photograph of Clear Channel's Sign or Signs displaying the Campaign for Clear Chenhnl'a (I)dopa not Infringe.Volate,or misappropriate any trademark,patent,copyright,(rode ,,,,,,j.sir any ether promotional,advertising or prospective sales purposes with clients,pospective oliente or br Internal Ictellectualproperty right of any third petty,(ii)does not contain Ibolous material,end(111)Includes any use. dlsdalmere that may be required by applicable laws,statutes,ordinances,thea and regulations. (3)lithe Cusomorentering Into this Centred is en agency or buying service,H has the right to gent 5.DISRUPTION OF PERFORMANCE;LOSS OF USE the rights end licenses granted herein and the right,power and authority to enter tato this Contract an behalf of the ads:Weser.All legal obligations easing under Oda Contract aro and Mall be binding on said a.Except as othetwee prodded herein,If Clear Chanel Is unable to perform any of its abligetiona agency or buying service and the edwrtiear,and hereunder ase insult of a force ma)eure,labor dispute,law,government action or order.or similar (4)HMIs Contract ie entered Into by an agency or buying seMce as Customer on behalf of en causes beyond Clew Channel's reasonable control,Cigar Channel shell promptly natty the Customer. advertiser,such agency or buying eeMm Is liable for Invoke payments any to the extent it hes been paid Cusomer'a sale arta exoluelve remedy fora delay ar failure to perform under gels subsettion5(a)shall by the advertiser.The agency or buying servicehereby assigns to Clear Charnel all of its rights,title end be receipt at enrolees of oubstnmlatyequivetent value to whatwee lodes a consequence of each delay Interest In any claim it may hereafter have In the event of a bankruptcy by the advertiser for payment under or(Were to perform.In no event shall such a delayer failure to perform constitute a breach of this thla Contract and agrees not to file any protest to such claim of Clear Channel. Contractor provide Customer with any other right claimer remedy underthls Contractor at law. b.Clear Channel shall promptly notify Cusomerif the tights lIlunInatIng a printed Sign aro not 3.2 OF CLEAR CHANNEL operating during paraded hone of operation°for which lighte are required In dew the content a1 the a.Char Channel,at He sole discretion,may reject or remove ery edvartieing material,ore or copy, edvattisirg posted an that Sign.Cusomereada and exdnmive remedy for such a lighting outage shell submitted by Customer ler any reason or no reason et any time bluing the term of this Contract.In such he a credit agalnetthe charges duo hereunder in an amount equivalent to 25%of the charges set forth case,(1)Clear Channel/Ind/or Customer meytamilnata this Contrail and Clear Channel will reimberea in the Sales Contract for the period during whicllthe lights did not operate.In no event shell such a Ceaomerwry prepaid emounta made by Cuatemero Clear Channel for the unatfxied portion of the lighting outage constituter breach efthis Contract or provide Customer oily other right,claimer remedy Contract end(ii)unleaa Clew Channel's rejection or removal Is with good nooses,Cssomer shall be under this Contract or et law. entitled to receive from Clear Channel a aunt equal te the actual oomcancelableout-ofpocket coats c,II any 8191 selected for inclusion In the Campaign stroll not ba operational as of the necessarily!mewed by Customer for production and delivery to Clear Channel of the Adwd'ulrg Materials Commencement Date or basemen unavailable for eaa or any reason whatsoever,or la converted Ice hereunder which wars not dlspleyed. different technologydueng the Campaign,Clew Channel shall pmrnpty noflfy tea Gusomar and the b.Subject to Clear Channel's right to remove posted copy,ell approved Advertising Materiels,shall be panties wgldiecess replacing such Sign with an alternate Sign.In no event shall Clear Channel's failure posted,installed and maintained by Clear Channel or ifs designee In accordance With the forma of the to make a Sign available hereunder In the cirdunstancesdeSeibod herein constitute a breach of this Sales Contract Centrad or protide Custom arany other right,Gal or remedy under Ode Contract or et law but c.Clear Channel shall furnish to Customer proof of performance ea follows(1)Permanent Brdletin(e): Customer shall be entitled to receive from Cbor Channel a sum equal to the actual ron'cancolableaub ono dose-up photo or digital pent Inc each creative execution within a bulletin campaign including a of-pocket caste necessertlylnarred by Customer for production end delivery to Clear Channel of the performance report,(2)Rotary BWlodn(e);ane Close-up and one approach photo or digital print for each Advamleing Materiels hereunder which were notdiiepiayed as a caraequenee of the lose of use ofa rotary start location and each creative execution lndudtng a performance raped.Relation cydoe shall not Blgnor Signa be photographed unless the creative copy changes,(8)Poston(°}:ono cbeeiip phots or dlgilal print for each creative etaailon within a poster campaign including a performance roped and a completion raped Mating all lacola nsidesigna,earl(4)MAW:a performance report confirming the execution of the dlepley(s) es contemplated In the Sales Contract d.Clear Chennelta obligations under elle Contract are subled to and aubordlneo to the tams and conditionuef any neelleable leases and all other agreements,llceraes and permits relating to oily Signa and to applicable federal,elate and local Iowa and regtdatlone. e.If MwNeing Motorists we timely delivered,ClearChannel shag complete posting or vinyl inataeotion of the displays no later than 5 working days after the display date epecihed In the Sales Contract and Corn mance bllllrg on the data copy b fully displayed. f,For non-dighsl Signe,hllumirationwlll only be provided if Illumination Is Indicated cantle Sales Contract,end will be from dusk until midnight,unless a dollar amount appears need to fended Illumination';provided that in all cares Illumination hours wig be Itmlted to those hours prescribed by applicable ow. g.TO THE EXTENT PERMITTED BY LAW,CLEAR CHANNEL MAKES NO WARRANTIES OF ANY KIND,EXPRESS,IMPLIED OR STATUTORY,ABOUTTHE SERVICES DESCRUED IN THIS CONTRACT AND DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. (Vanden tee) Page 3 of 3 6.TERMINATION a.Clear Channel may by providing 14 days advance wrtften notice to Customer,and If Customer fiat to are such breech prior to expiration of the 14 days,terminate this Contrect(1)upon materiel breach by Custom er(except for breach of Customers obligetlon to deliver Advertlsing Materials to Clear Channel)or(2)I1 any monies to be paid by Customer to Clear Channel are pest duo.Clear Channel's notice shrillest forth a summary of the alleged breech and Clear Channel agrees to provide any aupporling documentation es may be reasonably regvasted by Customer.In addition,Clear Channel may upon written notice to Customer terminate this Contract IfAdwortidng Materiels hove not been received by Clear Charnel on or before Cheerte required herr.Upon any tame nation under Otis studio ell unpaid,accrued charges hareurdcn shat)lint odbtely become due and payable and,in addition,Customerehell pay Clear Charnel,an liquidated damages and not as a penally,(1)100%of the amount payable hereunder for tee portion of the Campaign to run Intro eo day period after ouch termination and(II)6b%of the amount payable hereunder brthe portion of the Campaign to ren thereafter. b.Customer may by providing 14 days advance written notice to Clear Channel,end If Clear Channel fele to cure each breech prior to expiration of the 14 days,torminete tide Contract upon material breach by Clear Channel.Customers notice ehell eel forth a eummery of the alleged breach and Cusbrnreregrees to provide airy supporting documentation as may be reasonably requested by Clear Channel.Upon such termination, Clear Channel shall pay to Customer,ore liquidated damages and not n a penalty,and se Customers nob and exclusive remedy,a cum equal to the actual non-cancelable ueof-pocket costa nacoeearity Incurred by Customer prior to the date of termination for production and dellwty to Clear Channel aline Advertising Metenalo hereunder which we re not dlaplayed. c.Except Be otherwise specified in this Contend.neither party shall be liable to the other party br incidental, indirect.consequential or punitive damages or lost profits. 7.INDEMNIFICATION AND HOLD RARML 585 Csstemer 011011 defend,hod harmless end IndemnlfyClearChannel,In pemnla,subsidiaries end alfiistas,and their respective officers,directors,employees,agents and destemma from any End all deims,action,causes of adbn,tosses,liobllluee,demends,damages,penalties,fines,costa end expenses Including,waloaI theater n,any incidental,Indirect,eonsaquentlol,punitive or statutory damages or bat profess to a third party, tubing from,comedos with or related to(I)Clear charmers(116040f Customer's Advertising Materials and Dynamic Content,including,infringement In any mennerof any copytlghl,patent,trademark,trade secret or other right of any third party,presentation of any malarial of bnfonnation that violates any law or regalatlon,or fellate to Include any dedalmerthat may be required by applicable laws,etetutes,ordinances,rules and regulations or(II)Cuotomersproducte and eervicee. e.GENERAL a.t le agreed that the laws(lithe Stele of New York shoe govern the construction and Interpretation of glia Contract end the rights and obligations sat forth herein.The panus hereto Irrevocably waive any end all rights to trial by Jury loony proceeding arising out of or rotating to this Contort. b.Customer may not assignor transfer this Contract without first obtaining the written consentol Clear Channel;rex is Clear Channel required to post,Installer maintain any material under this Contract for the benefit of any person or entity other than the Customer named In the Soles Contract. c.Gusto mer agrees that b shall always take reasonable steps,et lenet subntsntlally equivalent to the steps It takes be protect lts own proprietary infonnotlon,to prevent dupilcation or disclosue of Confidential Information of Clear Channel other that by orb ha amptoyeee or agents who must haw sconesto each Confidential Information to perform Customer's.obtlgetions hereunder. d. This Contredcontelnsthe entire underetanding betweentlro parties and,except as expressly provided herein,cannot be changed or terminated unless a+gtmuaiy agreed to In writing and signed by Customer and Clear Channel.W hen there in any Incanolstency betwoexi the Sales Cordmd end any otherterme of this Contract than the Sales Contract shall prevail. e,Tao failure of Clear Channel or Customer to neforca any of the provisions oftlds Contract atoil not be constnred as a goner.'relinquishment or waiver of baler any other pn vlabn. L All moose heroundor shell be in wane,deemed given on the dote of dispatch,and addressed to Customer end Clear Channel at the addresses listed lathe Sales Contract. g.The ImeFddy or unanbrceadlltyof any portion of this Centred shall not effect the remaining provisions hereof.