4.6. SR 06-03-2019 EOty1� ,.,�� Request for Action
River
To Item Number
Mayor And Council 4.6
Agenda Section Meeting Date Prepared by
Consent June 3, 2019 Steve Benoit,Recreation Manager
Item Description Reviewed by
Sales and Marketing Agreement Termination Michael Hecker, Parks and Recreation Director
Reviewed by
Cal Portner, City Administrator
Action Requested
Terminate,by motion, the sales and marketing agreement with Blaze Advertising.
Background/Discussion
The city entered into an agreement with Blaze Advertising on December 1, 2017, to manage the sale of
advertising in city recreation facilities including outdoor athletic fields and the Ice Arena. Revenues from
the advertising sales were to be shared between Blaze Advertising and the city.
In a recent review it was determined that no notable sales have been made to date by Blaze Advertising
and no revenue funds have been distributed to the city. Staff recommends the contract with Blaze
Advertising be terminated effective July 3, 2019,per the language under the Term/Termination section of
the contract.
Financial Impact
NA
Attachments
■ Sales and Marketing Agreement
The Elk River Vision
A PehoMing community 2a itb revolutionary and spirited resourcefulness, exceptional POWERED By
service, and community engagement that encourages and inspires prosperity INAWRE1
AGREEMENT 2017-35
SALES AND MARKETING AGREEMENT — City of Elk River
This Agreement ("Agreement") is made effective as of December 1, 2017, by City of Elk River, 13065 Orono
Parkway, Elk River, MN 55330, Blaze Advertising, 18170 Hudson Ln NW Elk River, Minnesota 55330.
Furthermore, the party who is contracting to receive services, City of Elk River shall be referred to as "Client,"
and the party who will be providing the services, Blaze Advertising, shall be referred to as "Consultant."
Consultant has a background in sales and marketing development and management and is willing to provide
services to Client based on this background. Client remains responsible for all ramifications resulting from Client
approved projects.
Client desires to exclusive sales and creative rights of identified properties assigned to Consultant, as described
in Section 1 below, provided by Consultant.
Therefore, the parties agree as follows:
1. DESCIPTION OF SERVICES. Beginning on December 1, 2017, Consultant will be granted exclusive sales
and creative rights to all space on and within all Client owned athletic fields, facilities, and associated
properties as outline in Appendix A; with exception of Client owned ice arenas, which shall be non-exclusive.
Consultant is solely responsible for the development of programs and mediums, installation of mediums,
pricing structures, advertiser contracts, vendor contracts, third party seller agreements, and the
management thereof.
2. APPROVAL OF ADVERTISING. Client shall approve or deny any marketing content proposed by
Consultant within 5 business days of formal submittal of proof. Should any proposed content by denied,
Client shall provide Consultant with reasoning for their decision and any potential remedies to obtain
approval.
3. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific
hours to be worked by Consultant shall be determined by Consultant. Client will rely on Consultant to work
as many hours as may be reasonably necessary to fulfill Consultant's obligations under this Agreement.
4. OUTCOME OF APPLICATION. Consultant makes no guarantee as to the success and or revenues
generated by this contract.
S. PAYMENT. Consultant shall pay Client an amount equal to fifty-seven percent (57%) of ad and sponsorship
space revenues. Consultant is responsible for the production, design, and material associated with
installation of medium. Client shall not be entitled to any materials or design cost revenue. Payment shall
be made monthly to Client based on previous month's applicable revenues collected. Consultant shall
provide Client a detailed summary of revenues generated along with all payments.
6. SUPPORT SERVICES. Client will provide the following support services for the benefit of Consultant:
provide all requested field and facility dimensions/blueprints/schematics, professional installation services
for any agreed upon permanent modification to facilities, current advertiser agreements, and any other
public information deemed by Consultant to be of value. Consultant shall return all requested materials
provided by Client immediately upon termination of this agreement.
7. NEW PROJECT APPROVAL. Consultant and Client agree that, unless terminated earlier pursuant to
Section 9 below, Consultants' services will terminate on December 1, 2022. Should Client desire to continue
this Agreement beyond sixty (60) months, Client shall enter into a new agreement with Consultant prior to
the commencement of a new project or continuation of services.
8. REPLACEMENT OF DAMAGED MATERIALS. Consultant will be responsible for the timely replacement of
any advertising medium damaged by typical athletic activity, or natural events/disaster. Consultant
authorizes Client to make any such repair upon electronic mail notification in an amount no greater than
one -hundred dollars ($100.00), unless otherwise notified by Consultant within sixty (60) minutes of
electronic notification.
9. EXISTING AGREEMENTS. Consultant understands and accepts that there may be existing advertising
contracts in place for the Elk River Ice Arena. These contracts, including Clients internal program and their
pricing will be honored for the duration of the existing contract. Existing contracts automatically renew
until vendor or City cancels contract. Client shall provide a current list of advertisers and any additional
details to Consultant as soon as reasonably possible after execution of this agreement. Client shall not be
entitled to remove any paid content for replacement with unpaid content.
10. ERRORS AND OMMISSIONS. Consultant shall provide services underthis Agreement in a competent and
professional manner, consistent with the standards of the industry. Consultant shall not be liable for any
additional expenses incurred, or contracts lost by Client, caused by Client's delaThe y, omission, or error in
providing documents, information, or approvals to Consultant. Client shall hold Consultant harmless from
liability for any terminable advertisements which are approved by Client but are subsequently found to be
damaging to the Client's brand or image. Consultant assumes no responsibility for the accuracy of
information provided by Client.
Consultant shall remove any material approved material pursuant to this Agreement in a reasonable amount
of time upon notice from Client to do so, and Consultant shall be available to Client on a 24 -hour -a -day basis
to receive such notice. In the event of such notice, Client shall be solely responsible for any damages, or
refunds due to previously approved advertiser under contact with Consultant.
11. DATA PRACTICES COMPLIANCE. Consultant will have access to data collected or maintained by the Client
to the extent necessary to perform Consultant's obligations under this Agreement. Consultant agrees to
maintain all data obtained from the Client in the same manner as the Client is required under the Minnesota
Government Data Practices Act, Minn. Stat. Chap. 13 (the "Act")
12. TERM/TERMINATION. This agreement shall terminate automatically on December 1, 2022, unless earlier
terminated by Client. Client shall have the right to immediately terminate this Agreement for any reason
upon 30 -day written notice to Consultant. At which time all existing advertising agreements, terms, and
revenues shall be honored.
13. RELATIONSHIP OF PARTIES. It is understood by the parties that Consultant is an independent contractor
with respect to Client and not an employee of Client. Client will not provide fringe benefits, including health
insurance benefits, paid vacation, or any other employee benefit, for the benefit of Consultant.
14. EMPLOYEES. Consultant's employees, if any, who perform services for Client under this Agreement shall
also be bound by the provisions of this Agreement.
15. ASSIGNABILITY. Consultant shall be allowed to assign and transfer this agreement to any wholly, or
partially owned subsidiary of Blaze Advertising for any reason it deems necessary. Client agrees that this
agreement shall not be altered or voided in the event a reassignment should take place and agrees to sign
any necessary documents to maintain the agreements continuity during the transfer.
16. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed
delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as
follows:
IF for Client:
City of Elk River
Cal Portner, City Administrator
13065 Orono Parkway
Elk River, MN 55330
IF for Consultant:
Blaze Advertising
Leah Pagh
18170 Hudson Ln NW
Elk River, MN 55330
Such address may be changed from time to time by either party by providing written notice to the other in
manner set forth above.
17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement whether oral or written. This Agreement supersedes any
prior written or oral agreements between the parties.
18. AMENDMENT. This Agreement may be modified or amended only if the amendment is made in writing
and signed by both parties.
19. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any
provision of this Agreement is invalid or unenforceable, but that by limiting such provisions it would become
a valid and enforceable agreement, then such provision shall be deemed written, constructed, and enforced
as so limited.
20. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement
shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel
strict compliance with every provision of this Agreement.
21. APPLICABLE LAW. This Agreement shall be governed by the laws by the State of Minnesota.
22. ATTORNEY FEES. If either party brings legal action to enforce its rights under this agreement, the
prevailing party will be entitled to recover its expenses (including reasonable attorneys' fees) incurred in
connection with the action and any appeal.
Party receiving services:
City of Elk River
By•
John Dietz
Mayor
By:
Tina Allard
City Clerk
Party providing services:
Blaze Advertising
By: -.
Leah Pagh
Date:
Date:
Date:
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Appendix A:
The following is a list of areas that may be used as marketing material locations. Client must approve of any
advertising content and location per Section 2 of this agreement. Additional locations may be added at any time
during this agreement with written consent of both parties.
Ice Arenas
• Exterior facade
• Interior and exterior doors
• Rugs and floor coverings
• Interior wall space
• Trophy cases
• Restroom stalls
• Barn "shooting area"
• Score boards
• Bleachers and steps
• Dasher boards
• In -ice options
• Staircases
• Goal judge boxes
• Trash and recycling receptacles
• Rafter space
• Interior and exterior tables and chairs
• Locker rooms
• Digital Displays
• Wi-Fi consent screens
Baseball/Softball Fields
• All fencing
• All dugouts
• Concessions stands
• Pavilions/shelters
• Bleachers and steps
• Batting cages
• Trash and recycling receptacles
• Light poles
• Foul poles
• Scoreboards
• Digital Displays
• Temporary on -field game day items (flags, sideline padding, temporary fencing, etc.)
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• Wi-Fi consent screens
Football/Soccer/Lacrosse Fields
• Light posts
• Goal posts
• Scoreboards
• All fencing
• Bleachers and steps
• Temporary on -field game day items (flags, sideline padding, temporary fencing, etc.)
• Wi-Fi consent screens