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4.13 SR 12-16-2024City of Elk - River To City Council Meeting Date December 16, 2024 Item Description Agreement 24-36 with Social the Community Center Request for Action Item Number 4.13 Prepared By Joe Stremcha, Business Services Director/Assistant City Administrator Reviewed by Indoor Advertising for Katie Harstad Cal Portner Tina Allard Action Requested Approve, by motion, Agreement 24-36 with Social Indoor for advertising at the FT Center. Background/Discussion Social Indoor is a marketing company that owns the video advertising board in concessions and all posters in the FT Center restrooms. The previous agreement with Social Indoor was not in the best interest of the city and staff sought to renegotiate the terms. Social Indoor will drop the FT Center's external advertising and further pay $2,000 per year to keep their posters and video displays at the FT Center. Financial Impact $2,000 per year of additional revenue for the FT Center. Mission/Policy/Goal Meet changing needs - agile. Attachments I . AC_20241209_ 182621 The Elk River Vision A avelcoming community with revolutionary and spirited resourcefulness, exceptional service, and community p p W E H E 0 BINMURd273 engagement that encourages and inspires prosperity INDOOR SPACE RENTALAGREEMENT VENUE INFORMATION j INSTALLATION TYPE: Location Name: / -n Ore- a( i r, 1 ,l "'�, ` Digital: [4 Print: Both: Location Contact & Title: tuolie 1M,5-�ri!' Address: 10E�0 SO4o i 5-b AIW City/State/Zip: 17-6- r11w, 6r- ALAI 55330 P: F: Finail: TERMS & COMPENSATION Term:-S `f & s I yew Space Rent Options (Select One Box): FJ [n-House Advertising Other 4,166. 66 �Wton E'l t INSTALLATION & START DATE 2��5 Installation & Start Date: �v% Sales Rep: Contact for Issues: ADDITIONAL PROMOTIONAL ITEMS On certain advertising campaigns, we may be able to provide your location with free promotional items and samples. such as coasters, napkins, pint glasses, etc. INITIALS: �rMnt ;n res-6mof/�5 n 2 el T 1r- BOARD LOCATION WITHIN VENUE Men's Room: ❑ Urinal Qty: 10 ❑ Vanity Qty: Women's Room: U Vanity Qty: 1c� ❑ Stall Qty: Common Area: ❑ Common Qty: — VENUE DESCRIPTIONS: ❑ Bar & Grill ❑ Health Club [J Golf Course ❑ Sports Bar ❑ Movie Theatre LJ Family Fun Center ❑ Restaurant ❑ Bowling Alley ❑ Night Club Other (,Vmk"uhF f C SPECIAL INSTRUCTIONS SIGNATURES &APPROVALS The undersigned hereby acknowleges and agrees this Contract is signed and accepted subject to the terms and conditions stipulated on both sides of this order, which are all of the agreements and representations as to this Contract made by either party hereto. Mcr h-T SiCnaturc Print Name Tnday's Cwa y 03 Dee- Zvz � Companyfgr� un[Ceoresentaave[SijKL, eS Primed] Paint Name Teday's Dale Page 117 of 273 SINDOOR SPACE RENTALAGREEMENT TERMS AND CONDITIONS 7. EQUIPMENT. Company owns or rents certain digital advertising display units "Boards°. Merchant owns or rents certain real property at the add ress(s) listed on the front side of this Agreement ("Premises") and asserts it has control al the Premises aad is authorized to enter i+)to ihisAgreement, Company desires to place Boards on Orin the Premises for the purpose of displaying advertising and receiving revenue. Company also seeks from time to time to issue promotional advertising materials such as glassware, coasters, napkins, and other products within Merchant's promises ('Products" ). Merchant hereby agrees togramfompany an exclusive righted place Boards in certain indoor locations mutually agreed upon by the parties and to distribute from time to time, at Merchant's discretion, various other Pmduds on or within the Premises. Company shall he respansibleforthe installation and maintenance of the Boards. One or more Boards may be added to the Premises hereafter, which additional Boards would be 5n6jertto this AgreementThe Boards shall at all times remain the sale property of Company or of the lessor of the Boards. 2. AVARABILTFY. Merchant agrees for the term of this Agreement that the Boards shall at all times during Merchant's normal business hours remain available, unobsirron ed, and in usefordisplay to and viewing by Merchant's customers. Merchant shall have a duty to reasonably notify Company of any change in the condition of the Boards or the advertisements within the Boards and Company shall be responsible for any and all maintenance, repair, of removal of the Boards and advertising content during the term of this Agreement. In addition, Merchant shall make the Boards available to Company during reasonable business hours for maintenance, repair, improvements or the like. 3. EXCLUSIVITY. During the term of this Agreement and continuing for one (1) year after the termination of this Agreement, Merchant shall not permit the installation of any Boards or other indoor advertising or any other tempering advertising medium on or in Merchant's Premises. Further, Merchant shall not permit the removal of the Boards from the Premises. Company shall have [he sole and exclusive right to sell, produce, manufacture, and place advartisements for third parties or Merchant on or within the Boards and in oron the Premises - A. DAMAGE, THEFT, LIABILITY REQUIREMENTS. Company isresponsiblelotanydamages that may happen to4re hoadds. Merchant shall make no allmatian or addition to the Boards, and shall not permit anyone, other than authorized representatives of the Company, to perform any service maintenance, removal, of repairwork of the Boards without Company's prior wrltteo approval, 5. INITIAL AND SUCCESSIVE TERM(S). This Agreement shall be for the form stated an the front side of this Agreement and shall commence on the date this Agreement is executed ("initial Term"), unless amended or terminated by written agreement signed by both parties or terminated by Company pursuant to paragraph 10 below. Notwithstanding anything contained herein to the contrary, this Agreement shall automatically extend for successive terms of five (5) years. ("Successive Term") (the "Initial Term" and the Successive Term shall he collectively referred to as the "Term"). 6. WARRANTIES AND REPRE55NTATI0NSOFMERCHANT. Merchant warrants and represents. a) It is the owner of the Premises or that it holdsa lease or option In renew the lease for said Premises of equal or greater length than the initial term of this Agreement. b) It is engaged in a lawful business and is duly licensed and io compliance with all applicable laws, rules and regulations of the Federal Government, as wells as the Slate, County and City in which Merchant and the Boards are located, including but not limited to all laws, rules and regulations relating to the use, licensing or operation of the Boards and placement of advertisements and promotional materials of any kind in Merchant's Premises. 7. TERMS OF PAYMENT. Company shall compensate Merchant the compensation amount type specified on the front of this Agreement for displaying advertisements forihird parties secured by Company on the Boards in the Premises. If Merchant selects In -House Advertising, In -House Advertising will be available on an ongoing basis. If Merchant selects either cash or trade compensation, commissions will he catmlated on a quarterly basis net of any revenues received from the sates of any alcoholic beverage advertising or in kind trade revenue Cashcommissions shall be paid out within 30 days following the and of each fiscal quarter. Trade commissions shall accrue on a quarterly basis until redeemed by Merchant. B. INDEMNIFICATION, Merchant shall indemnify Company and hold Company, and its officers, directors, employees, agents, franchises and Independent contractors, harmless of, from and against any and all claims, liabilities, costs, attorneys' fees, lasses or expenses, directly or indirectly arising or resulting from the installation, location, use, maintenance, or removal of the Boards and Products covered by this Agreement accruing afterthe date hereof andlor from Merchant's breach of this Agreement, except to the extent such claim, liability, cost, loss or expense, or a portion thereof arises directly fromthe gross negligence or willful misconduct of Company, its officers, agents, or employees. Merchant agrees to defend, indemnify, and hold harmless Company, and its officers, directors, employees, agents, franchises and independent contractors, from and against any and all claims, suits, expenses, and liabilities, including reasonable attorney and court costs, directly or indirectly arising out of any material, creative, logos, or content displayed by Merchant displayed in the Boards, including without limitations, claims or suits for libel, copyright or trademark infringement, privacy rights violations, or any other violations offederal,state, or local law. These provisions shall survive termination of this Agreement. Company shall indemnify and hold harmless the Merchant from and against any and all claims and liabilities arising from or in connection with the content or subject matter of Company's advertisements. Further, any and all advertisements produced, provided, and displayed by either party herein are and shall remain the sole property of such party, including, without limitation, any and all trademarks, copyrights, brand names, and other intellectual property reflected and displayed within the advertisements- 9. EQUIPMENT RELOCATION. In the even[ Merchant transfers or moves its business from the Premises,Merchant shall notify Company no less than sixty (6B) days prior to any such event. In such event, this Agreement shall be automatically deemed amended (o apply to Merchant's new location (orany remaining Term of this Agreement. If Merchant chooses to remodel, remove, or move the Boards to another location Merchant shall pay for the cost and expense thereof, including any necessary repairs to the Premises. 10, TERMINATION. This Agreement and all obligations hereunder may be terminated by either parry at the expiration of the Initial Term or any Successive Term of this Agreement provided written notice of Coordination has been provided to the other party not less than sixly(60}days priorto the expiration of the Initial Term or Successive Term, This Agreement and all obligations may also be cancelled by either party in the event (I) the other party fails to comply with the terms of thispgreement; III either party is involved in bankruptcy proceedings that have not beer withdrawn or dismissed within sixty 160) days or(ri) any of the Boardsorservices provided by Company is not lawful, licensed or permitted. 11. ATTORNEYS' FEES. If suit or action is instituted to enforce or interpret any of the temps of this Agreement, the prevailing party shall be entitled to recover from the other party, in addition to costs, such sums as the court may adjudge reasonable for legal fees at trial and on any appeal therefrom. 12. COMPANY'S LIMITED LIABILITYTO MERCHANT. a) Company shall use reasonable efforts to comply with all applicable laws and regulations, and to obtain necessary licenses, permits urz registrations to conduct its business. b) Company will use ordinary care in displaying advertising, including ordinary care in the creation and placement of advertisements. All displayed advertisements an the Beards are presumed approved. If Merchant finds any advertisement offensive, competitive, or otherwise reasonably unacceptable, Merchant muss noify Company in writing of its disapproval. Merchant's notification of disapproval must he reasonable, made in good faith, and must outline the reason for such disapproval. Company will use its best efforts to replace any unapproved advertisement with an advertisement acceptable to Merchant. in addition, Company will, at its expense, comeclany errors that are due solely to Company's personnel. However, the expense of correcting such errors incurred by Company shall he the only responsibility of Company occasioned by its performance or non-performance of its obligations under this Agreement, and Merchant agrees to accept the correction of errors by Company as its sole and exclusive remedy. Merchant may not assert any claim against Company after one f1) year from the date than Merchant has or should have had knowledge of fads giving rise to such claim or any loss. t) Company shall have no I lability to third parties for any damages incurred and arising out of the performance or non-performance of services under this Agreement. and Merchant shall indemnify and hold Company harmless of, from and against any and all liability, claims, causes of actions or expenses relating thereto including Company's attomeys' fees in connection therewith. d) EXCEPT AS PROVIDED IN THIS PARAGRAPH 12, MERCHANT UNDERSTANDS AND AGREES THAT COMPANY MARES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO ANY III WHATSOEVER, INCLUDING THE CONDITION OF ANY BOARDS OR PRODUCTS, THEIR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THEIR ABILITY TO BE LICENSED, PERMITTED OR REGISTERED TO PROVIDE THE SERVICES TO BE RENDERED TO MERCHANT HEREUNDER. COMPANY SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE FOR ANY LOST PROFITS OR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, ADDITIONAL, OR PUNITIVE DAMAGES OF MERCHANT, OR ANY OTHER LIABILITY ARISING OUT OF A BREACH OF THIS AGREEMENT. 13. ASSIGNMENT. This Agreement may be assigned by Company but not by Merchant without Company's prior written consent. Company reserves the right, in its sole discretion, to delegate or assign to third parties the performance of Company's obligations to Merchant. In the event of any such delegation, the provisions of this Agreement applying to Company shall apply equally to such third party in the performance of such obligations including, but not Pmited to, the limited liability, indemnification, and force majeure provisions hereof. 14. FORCE MA]EURE. Neither pally shall be considered in default in the performance of its obligation should its perormance thereof he delayed or prevented by force majeure. "force majeure" shall include, but shal not he limited to: hostilities, revolution, riots, strikes, epidemic, accident, fire, flood, earthquake, wind storm, explosion, lack of or failure of lranspotlatfon facflities at power facilities, regulation or ordinance, any requirement or act of any government or governmental agency having or claiming to have jurisdiction aver the subject matter of this Agreement or the parties, any act of God, orany cause,which is reasonably beyond the control and withoutthe fault or negligence of the parties. 15. RELATIONSHIP OF PARTIES. It is not the intention or the purpose of this Agreement nor shall any provision herein create nor shall the same he construed as creating any type of partnership or joint venture of the parties hereto. This Agreement shall not be construed to provide [of or communicate that Company has of is attempting to acquire any financial interest, direct or indirect, in Merchant, Merchant's business, or Merchant's Premises. 16. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties hereto. There are no other promises, representations, terms, conditions or obligations other than those contained herein. This Agreement supersedes all prior communications, representations or agreements, oral or written, between the parties and no waiver or modification to this Agreement shall be effective unless it is in writing, signed by the parties. This Agreement may be executed in one or more counterparts, which counterparts shall together constitute one and the same inslruni 17, NOTICES. Any notices to be given under this Agreement shall be deemed adequate it given in writing and sent bycertified or registered international mail, by recognized aircourier, or by facsimile transmittal al a fax number known to he maintained by the partytowhom notice is to be given,mupled with acopyof III confirmation shoot. Notice shall be deemed given when it is received. 19. MISCELLANEOUS. This Agreementslaall bind and inure to the benefit of each of the parties and their successors, representatives, and heirs_ The person signing this Agreement on the Advertiser's behalf has Hte authority to bind the Advertiser to this Agreement. This Agreement shall be deemed to have been made in the state in which Company is located and shall he governed and interpreted in accordance with its laws, which laws shall prevail in the event of any conflict of law. If any part of this Agreement Is held invalid or unlawful by a court of competent jurisdiction, the remainder of the Agreement shall remain in full farce and effect Page 118 of 273