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HomeMy WebLinkAbout09-81 Resolution No. 09-81 RESOLUTION RATIFYING THE EXECUTION OF AN AGREEMENT WITH RADIO DISNEY CHICAGO LLC FOR PROMOTION OF ELGIN SUMMER EVENTS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that it hereby ratifies and approves the execution of an agreement with Radio Disney Chicago, LLC by Olufemi Folarin,City Manager,and Diane Robertson,City Clerk,regarding the promotion of Elgin summer events, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: April 8, 2009 Adopted: April 8, 2009 Omnibus Vote: Yeas: 6 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk ,03/.12/.2009 13:22 3123299105 RADIO_DISNEY PAGE 02 AGREEMENT THIS AGREEMENT is hereby made and entered into this day of 09t2A41. , 2009, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Radio Disney Chicago, LLC, a Delaware limited liability company (hereinafter referred to as "Disney"). WHEREAS, the City of Elgin owns and operates a theater commonly known as the Hemmens Cultural Center(hereinafter referred to as "Hemmens"); and WHEREAS, Disney owns and operates a radio station commonly known s WRDZ AM 1300 (hereinafter referred to as "Station") in the Chicago area; and WHEREAS, City desires to advertise on Station. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. City shall pay to Disney the sum of $21,800 on or before August 30, 2009, pursuant to the schedule attached hereto and made a part hereof as Attachment"A". 2. Disney shall provide advertising to City on Station to advertise the Hemmens and Hemmens-related events, and shall provide such other services and benefits as are described in Attachment A, pursuant to Attachment "A". 3. Time is of the essence of this Agreement. 4. This Agreement may be terminated by either party hereto for any or no reason upon fourteen (14) days prior written notice. In the event of such cancellation by either party hereto, City shall be refunded any payments paid to Disney on a pro rata basis for any advertising which has not yet been provided by Disney as of the date of the termination of this Agreement pursuant to such notice and, in turn, in the event that Disney has completed services for which it has not yet been compensated as of the effective date of termination, City will remit such pro-rata payments to Disney. In the event of such termination or breach of this Agreement by either party hereto, such pro rata refund shall be the sole and exclusive damages to which either party hereto may be entitled. For purposes of this paragraph, any advertisement spot which does not substantially conform to the length and text substance provided for pursuant to this Agreement, such advertisement shall be construed and deemed as having not been provided by Disney. 5. City grants Disney the right to use its trademarks, names and logos solely as necessary to fulfill Disney's promotional obligations hereunder, and subject to City's prior review and approval, City may not use Disney's or its parent, subsidiary or affiliate companies' - 1 - 03/12/2009 13:22 3123299105 RADIO_DISNEY PAGE 03 trademarks, names or logos absent prior review and written approval of Disney in each instance, which approval may be withheld in Disney's sole discretion. 6. City understands that, notwithstanding anything to the contrary in this Agreement, (i) Disney reserves the right to partially or totally preempt the program time of any commercial or announcement for broadcasting for reasons of force majeure and/or in order to air a special program or an event or program or any announcement deemed by Disney to be of public importance, in which case Disney shall offer a make good, to occur within thirty(30) days in the same or a comparable day part, and (ii) Disney reserves the right to refuse to accept for broadcasting/distribution and to refuse to broadcast/distribute any material which does not, in its judgment, conform to the public interest or to Disney's policies, standards and practices (including its Broadcast Standards and Practices) or which, in the reasonable opinion of Disney, may violate the rights of others. 7. This Agreement shall be subject to and governed by the laws of the State of Illinois. Venue for the enforcement of any rights or the resolution of any disputes arising out of or in connection with the provisions or performance of this Agreement shall be in the Circuit Court of Kane County, Illinois. 8. This Agreement shall not be construed so as to create a joint venture, employment,partnership or other agency relationship between the parties hereto. 9. This Agreement constitutes the sole and exclusive agreement between the parties hereto regarding the subject matter hereof. There are no other agreements, either oral or implied, between the parties hereto regarding the subject matter hereof. 10. The terms of this Agreement shall be severable. In the event that any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this Agreement shall remain in full force and effect. 11. This Agreement shall terminate on August 30, 2009. 12. Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement, Disney shall comply with all applicable Federal, State, City and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, Disney hereby certifies, represents and warrants to the City that all Disney's employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legal residents of the United States. Disney shall also at its expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this Agreement. The City shall have the right to audit any records in the possession or control of Disney to determine Disney's compliance with the provisions of this section. In the event the City proceeds with such an audit Disney shall make available to the City Disney's relevant records at no cost to the City. -2 - ,03/12/2009 13: 22 3123299105 RADIO_DISNEY PAGE 04 • 13. Notwithstanding anything to the contrary herein, Disney shall hold harmless and indemnify City from and against any and all claims for damages, suits, or any and all other liability of whatsoever nature and in whatsoever forum resulting from Disney's negligent acts or omissions, or alleged to have arisen out of Disney's negligent acts or omissions, specifically including but not limited to, claims, suits or other liability based on alleged intellectual property infringements or defamation. In turn, City shall hold harmless and indemnify Disney from and against any and all claims for damages, suits, or any and all other liability of whatsoever nature and in whatsoever forum resulting from City's negligent acts or omissions, or alleged to have arisen out of City's negligent acts or omissions, specifically including but not limited to, claims, suits or other liability based on alleged intellectual property infringements or defamation. The terms of this paragraph shall survive any termination and/or expiration of this Agreement. CIT F E RADIO DISNEY CHICAGG2O, LLC BY ! By J telfrk cAgo1 �I yy • anager Attest: Attest: City Clerk • - 3 - 03/12/2009 12:25 3123299105 RADIO DISNEY PAGE 02 .8-Week, on-air program targeted at families for the City of Elgin (Exact dates TBD) (30) :30 second promotional announcements supporting Radio Disney Road Crew appearance at City of Elgin event on April 11, 2009 to include "Spring Break Overnight Stay" at the Ritz- Carlton-Chicago as prizing. (30) :second promotional announcements supporting an additional Radio Disney Road Crew appearance on before of City of Elgin (Event TBD by City of Elgin and Radio Disney) (60) :60 second promotional announcements supporting the 'Rock Out with the City of Elgin and Radio Disney's Karaoke Party during Fox Fire Fest" Events: 1-hour event on April 11, 2009 2-hour event during July, Fox Fire Fest (exact date Time/TBD) 1-hour event during April-August, 2009 partnership (exact date Time/TBD) (50) :30 second dedicated spot bank with City of Elgin messaging to run throughout promotional partnership, April — August, 2009 (spots to run based on inventory availability) Promotional flyer distribution at non-competitive events, that are geographically desirable throughout April-August, 2009 partnership City of Elgin to have a tile ad on local Radio Disney Chicago, LLC website, July 2009 promoting "Rock Out with the City of Elgin" promotion (pending availability, exact content TBD) "Rock Out with the City of Elgin" promotion to be included in "What's Hot" listing on local, Radio Disney Chicago, LLC website in July 2009 (exacts date TBD) Disney On-Line (pending Disney On-Line approval): As part of City of Elgin and Radio Disney Chicago, LLC partnership, City of Elgin to be included on geo-targeted Disney On-line websites over an 8-week period during promotional partnership April-August, 2009 (exact dates and details TBD) TOTAL PROMOTIONAL VALUE: $79,500 XOTAL MEDIA INVESTMENT FROM CITY OF ELGIN: $21,800 NET (includes all on-air, on- line, promotional programming, prizing hard costs and-talent fees) ?MveNT E-LE_DuLE i Isloct Eve,mi--, k t . 0115( 05- ( treervi) EV-evi -f t Sf01 FoX F(i7 / PP-vfri ; At ra c Lune t "A" Date February 5,2009 4"2;11111 ,A,41 TO: Mayor and Members of the City Council FROM: Olufemi Folarin, City Manager Cherie Murphy, Marketing Officer SUBJECT: Contract with Radio Disney PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider an advertising contract with Radio Disney. RECOMMENDATION It is recommended that the City Council approve a not to exceed $21,800 contract with Radio Disney for a marketing partnership to promote Elgin events throughout the summer. BACKGROUND Radio Disney is the number 1, 24-hour radio network devoted to kids, tweens and families. Kids help pick the music that is played and are encouraged to interact via a toll-free phone line to the Radio Disney studio. Created and produced by ABC Radio Networks, Radio Disney is the only 24/7, listener-driven radio network where kids and families can rock out to pop, rock, soundtrack, oldies and evergreen hits. The network's current playlist, driven by listener requests and representing major record labels, includes recording artists Miley Cyrus, Hannah Montana, Jonas Brothers,Taylor Swift, Demi Lovato,Jordin Sparks, Chris Brown, Aly& AJ,The Cheetah Girls, Mitchel Musso, Colbie Caillat and Carrie Underwood. The network is available to 97%of the U.S. which includes over 50 terrestrial radio stations. It is also available via RadioDisney.com, XM and Sirius satellite radio, iTunes Radio Tuner, XM/DIRECTV and mobile phones. Radio Disney has a sister network in Latin America. Its brand extensions include multiple Radio Disney Jams CDs from Walt Disney Records and iTunes Music Store offerings. Radio Disney features interactive programming, both on-air and online at RadioDisney.com, empowering kids by allowing them to directly participate in programs and pick the music they want to hear. Listeners have chances to win every day. Plus, Mega prizes award once-in-a- lifetime opportunities such as the chance to get up close and personal with favorite artists and celebrities. Contract with Radio Disney February 5, 2009 Page 2 Each week, 10 million kids and tweens 6-14 and their moms tune in and turn it up. Radio Disney currently broadcasts in 55 U.S. markets, including Chicago, where Radio Disney is 78% more likely than the market average to have women 25-54 listening to their station M-F from 3 p.m to 7 p.m. (Attachment A). Radio Disney offers a unique marketing and advertising partnership in which Disney Road Crews bring the show to life at community events with music, games, prizes and giveaways to Disney's hottest shows. These events are promoted by Disney on the local Disney radio station, websites and cross-marketed at other live Disney events throughout the season, giving the potential to draw thousands of families to these events. Radio Disney is a desirable advertising venue for the City of Elgin, enabling it to reach thousands of young suburban families and associating the community with the very positive image that Disney holds with families and children. By associating the City's name with the Disney brand, it can help attract families who otherwise might not consider attending an event in Elgin. Radio Disney has prepared a package (Attachment B) for the City of Elgin that includes three appearances by Radio Disney Road Crew, and provides eight weeks of advertising on the Chicago Disney station and all three Disney websites. The total package is valued at $79,500 and is being offered to the City of Elgin for$21,800. The package includes a total of 170 on-air City of Elgin announcements, (including production of the commercials), 2 one-hour Radio Disney Road Crew shows in Elgin (dates to be determined by City), and 1 two-hour Rock Out with the City of Elgin and Radio Disney Karaoke Party at FoxFireFest on August 1, 2009. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None FINANCIAL IMPACT The total cost of advertising with Radio Disney throughout 2009 is $21,800. There are sufficient funds budgeted and available in the following accounts: • There are sufficient funds budgeted ($250,000) and available ($250,000) in the Recreation Fund, account number 296-5011-762.47-00, "Special Events" to cover the $10,000 cost of Disney performance at FoxFireFest on August 1, 2009. Contract with Radio Disney February 5, 2009 Page 3 • There are sufficient funds budgeted ($170,000) and available ($169,000) in the General Fund, account number 010-6902-719.89-02 "Special Projects" to cover the cost of two Disney performances at$11,800, dates to be determined by the City. LEGAL IMPACT None ALTERNATIVES 1. The City Council may choose to enter into the Agreement with Disney Radio in the amount of$21,800. 2. The City Council may choose not to enter into an Agreement with Disney Radio in the amount of$21,800. Respectfully submitted for Council consideration. CM Attachments ./OF Et. City of Elgin Memorandum ii 1[10101' Date: April 14, 2009 To: Cherie Murphy, Marketing Officer From: Jennifer Quinton, Deputy City Clerk Subject: Resolution Nos. 09-81, Adopted at the April 8, 2009, Council Meeting Enclosed you will find the agreement listed below. Please distribute to the appropriate parties and if needed, retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. • Agreement with Radio Disney Chicago, LLC for Promotion of Elgin Summer Events