HomeMy WebLinkAbout2012-03-12 12-116 ORDERCOUNCIL ACTION
Item No. 12 116
Date: 3-12-2012
Item/Subject: Order, Authorizing the City Manager to Enter into an Agreement with Front Row
Marketing Services — Arena and Convention Center
Responsible Department: Finance
Commentary:
In 2011, the City sought bids for operation and management of the new Arena and Convention
Center. Included within that request was the marketing of naming rights, premium seating and
advertising/sponsorship. At the November 26, 2011 meeting the Council approved an agreement
with Global Spectrum, the successful bidder, for the pre -opening management of the new arena
and convention center. At a January 9, 2012, workshop, staff met with Council to discuss the
proposal with Front Row Marketing Services, a subsidiary of Global Spectrum, for the marketing
of naming rights, premium seating, and advertising/sponsorship. As part of the contract Front
Row Marketing Services will prepare a market analysis of the naming rights, premium seating
and advertising/sponsorship to determine the value of each of the categories. Compensation is
based on a percentage basis and is dependent on the type and level of the sale. The agreement
was reviewed by counsel at Bernstein Shur, outside counsel retained by the City, and reviewed
with the Council at a workshop in January.
Manager's Comments:
Associated Information:
Budget Approval:
Legal Approval:
Introduced for
X Passage
First Reading
Referral
[W2940501.11
Department Head
Page _ of _
City Manager
nance Director
City Solicitor
12 116
Assigned to Councilor - Hawes March 12, 2012
CITY OF BANGOR
4�p,EEr
(TITLE.) ORDER, Authorizing the City Manager to Enter into an Agreement with Front Row
Marketing Services - Arena and Convention Center
WHEREAS, in 2011, the City sought bids for operation and management of the new Arena and
Convention Center; and
WHEREAS, said request for bids included a request for marketing of naming rights, premium
seating and advertising/sponsorship for the new Arena and Convention Center; and
WHEREAS, on November 26, 2011 the Bangor City Council approved an agreement with Global
Spectrum, the successful bidder, for the pre -opening management of the new Arena and
Convention Center; and
WHEREAS, in January 2012, with the Council's approval, staff began discussions with Front Row
Marketing Services, a subsidiary of Global Spectrum, for the marketing of naming rights,
premium seating, and advertising/sponsorship.
By the aty Coundl of the aty of Bangor:
ORDERED,
That the City Manager is hereby authorized, on behalf of the City of Bangor, to execute an
agreement with Front Row Marketing Services to be the City's representative for marketing of
advertising, signage, sponsorships and facility naming rights for the new Arena and Convention
Center. Said Agreement shall in substantially the same form as attached hereto and in a final
form as approved by the City Solicitor or Assistant City Solicitor.
IN CITY COUNCIL
MARCH 12, 2012
MOTION MADE AND SECONDED FOR PASSAGE
PASSED
x4v
#19-111,
ORDER
(TITLE,) AiTTHORTzTNG THE CITY MANAGER TO ENTER INTO
AN AGREEMENT WITH FRONT ROW MARKETING SERVICES
ARENA AND CONVENTION CENTER
Assigned to Councilor Hawes
Nihgor
WORMwMathe
www.bangormaine.gov
Contract Agreement
between
The City of Bangor
and
THIS AGREEMENT made this day of
of Bangor, (hereinafter called the "CITY'),
SERVICES, L.P., a Pennsylvania limited
"CONSULTANT" or "FRMS'.
12 116
2012, by and between the City
and FRONT ROW MARKETING
partnership (hereinafter called the
THEREFORE, in consideration of the foregoing and other valuable consideration paid
to the CONSULTANT and with the parties hereto intending to be legally bound, the
CONSULTANT and CITY agree as follows:
Article 1: Services:
CONSULTANT agrees to:
Provide all materia/s, labor and personnel necessary to provide the services
described herein and on the attached Attachment A. which is incorporated
herein and made a part hereof. .
Article 2: Consultant's Performance:
CONSULTANT accepts the relationship of trust and confidence established between
itself and the CITY by this AGREEMENT and will endeavor to perform the services
hereunder in the best and most expeditious and economical manner consistent with
sound professional practices and consistent with the interest of the CITY. The
CONSULTANT shall be, and shall remain, fully responsible to the CITY for the technical
completeness, sufficiency and accuracy of all professional services furnished by or
under this AGREEMENT. The CONSULTANT shall, without additional cost or fee to the
CITY, correct and revise any errors or deficiencies in its performance. The
CONSULTANT shall pay CITY for any loss, damages, or costs, including attorney's fees,
resulting from CONSULTANT's breach or default under this AGREEMENT or incurred by
the CITY for the replacement or correction of any part of the work hereunder which is
deficient, defective or untimely.
Article 3: Quality of Service:
CONSULTANT shall use best efforts to perform its services and shall also perform same
with care, skill, and diligence, in accordance with the applicable professional standards
currently recognized by such profession. The CONSULTANT shall be responsible for the
professional quality, technical accuracy, completeness, and coordination of all reports,
ContractAgreement Page 1 of 12
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designs, drawings, plans, information, specifications, contracts and other items and
services furnished under this AGREEMENT. CONSULTANT shall comply with all Federal,
State and local laws, ordinance, codes and regulations in performing its services.
If CONSULTANT fails to meet applicable professional standards, CONSULTANT shall
without additional compensation, correct or revise any errors or deficiencies in its
reports, surveys, contracts or other services.
Article 4: Personnel: Independent Consultant:
CONSULTANT represents that it has, or will secure at its own expense, all personnel
required in performing its services under this AGREEMENT. Such personnel shall not be
officers or employees of the CITY, or have any contractual relationship with the CITY.
With the exception of the Director of Sales, said position being the responsible of the
CITY and Global Spectrum.
CONSULTANT further agrees that consistent with its status as an Independent
Consultant that its personnel will not hold themselves out to be, nor claim to be,
officers or employees of the CITY by reason of this AGREEMENT or otherwise.
Article 5: City's Representative:
The CITY may assign an authorized representative, who will act as the CITY's
representative in all dealings with the CONSULTANT for this project. CONSULTANT's
performance hereunder shall be subject to the CITY's review and approval and said
approval shall be a condition precedent to payment to CONSULTANT. Said approval
shall not be unreasonably withheld.
Article 6: City's Responsibility:
CITY agrees to furnish or provide access to CONSULTANT any information or material in
its possession which is relevant to CONSULTANT's performance hereunder. CITY staff
will cooperate with CONSULTANT and CONSULTANT will not, without the CITY's written
consent, disclose, or permit disclosure by any officer, employee, agent or
subconsultants of CONSULTANT, any information or material furnished or generated
under this AGREEMENT.
Article 7: Performance:
CONSULTANT agrees to perform in accordance with all reasonable requirements of the
CITY. CITY agrees to cooperate in helping to implement any time frame or deadline
established. In the event of delay for reasons beyond its control and not its fault,
CONSULTANT may request necessary adjustments to said time frame or deadline. The
CITY's representative may approve any adjustments and said approval will not be
unreasonably withheld.
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Article 8: Compensation:
The CITY agrees to pay the CONSULTANT subject to performance and in accordance
with the provisions set out in Attachment A.
Article 9: Contract Term:
This AGREEMENT will begin upon execution and continue through the end of the term
set out in Attachment A.
Article 10: Ownership of Documents:
All reports, memoranda, plans, specifications, contracts and documents or other
material to be developed by CONSULTANT under this AGREEMENT shall be the property
of the CITY and be promptly delivered to the CITY upon request. The CONSULTANT
shall be permitted to retain copies, including reproducible copies, of plans and
specifications and contracts for CONSULTANT's information and reference.
All field data, internal reports, memoranda, notes, laboratory test data, calculation
estimates and any other internal documents used to prepare the documents, contracts
and memoranda submitted to the CITY shall be deemed the CONSULTANT "work
papers", and as such the "work papers" will remain the property of the CONSULTANT
generating that material.
CONSULTANT shall be responsible for the protection and/or replacement of any work or
material in its possession, including materials provided to CONSULTANT by the CITY.
The CONSULTANT understands and agrees that all documents and materials provided
to the CITY hereunder are or may be public documents and as such will be available
generally to the public. Reasonable use of any such documents by the CITY or the
general public shall not be subject to a claim for infringement of any copyrights claimed
by the CONSULTANT in such documents.
The CITY assumes no responsibility for any use which may be made of them by any
third party and CITY may use them for any lawful purpose.
CONSULTANT and subconsultants disclaim any liability to any party other than the CITY
for any reliance on the documents and further that the CONSULTANT and
subconsultants disclaim any liability to the CITY if the reports and documents are relied
upon or used for any purpose for which they are not intended.
Article 11: Indemnification:
The CONSULTANT shall indemnify, defend and hold harmless the CITY from and
against all claims and actions, and all expenses incidental to such claims or actions,
based upon or arising out of damage to property or injuries to persons caused or
contributed to by the negligence or tortious acts of the CONSULTANT or anyone acting
under its discretion or control or in its behalf in the course of its performance under this
Contract Agreement Page 3 of 12
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AGREEMENT, provided the CONSULTANT's aforesaid indemnity and hold harmless
agreement shall not be applicable to any liability based upon the negligence of the
CITY.
In the event of a claim, suit, action or judgment arising out of the joint, common or
concurrent negligence of the CITY and the CONSULTANT, or of their respective agents,
servants or employees, the CITY and the CONSULTANT shall each bear their respective
proportionate share of the costs of investigating, defending and satisfying such claim,
action or judgment. Proportionate share for this purpose shall mean the proportionate
share of liability as determined by a court of competent jurisdiction in the trial of such
claim, suit or action.
The CONSULTANT hereby expressly agrees that it will defend, indemnify and hold the
CITY harmless from any and all claims made or asserted by CONSULTANT's agents,
servants or employees to the extent such claims arise out of the acts or omissions of
CONSULTANT's under this AGREEMENT. For this purpose, CONSULTANT hereby
expressly waives any and all immunity it may have under Maine's Workers
Compensation Act in regard to such claims made or asserted by CONSULTANT's agents,
servants or employees.
The indemnification provided under this paragraph shall extend to and include any and
all costs incurred by the CITY to answer, investigate, defend and settle all such claims,
including but not limited to the CITY's costs for attorney's fees, expert and other
witness fees, the cost of investigators, and payment in full of any and all judgments
rendered in favor of CONSULTANT's agents, servants or employees against the CITY in
regard to claims made or asserted by such agents, servants or employees.
Article 12: Insurance:
CONSULTANT will procure and maintain General Liability Insurance coverage and
Automobile Insurance coverage in amounts not less than Four Hundred Thousand
Dollars ($400,000) combined single limit for bodily injury, death, and property damage,
and also Worker's Compensation Insurance coverage in the statutory amount and/or
such other amounts and coverages that CITY may require by written notice from time
to time during the term hereof.
The CITY of Bangor shall also be named as an additional insured, to the extent its
interest may appear, on all such policies of liability insurance. CONSULTANT shall
procure and maintain Professional Liability Insurance coverage in an amount not less
than Two Hundred Fifty Thousand ($250,000) for all services provided herein, and/or
such other amounts and coverages that CITY may require by written notice from time
to time during the term hereof. CONSULTANT shall furnish and thereafter maintain
certificates evidencing such coverage which certificates shall guarantee thirty (30) days
notice to CITY of termination of insurance from insurance company or agent.
Contract Agreement Page 4 of 12
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Article 13: Subconsultants:
None of the services covered by this AGREEMENT shall be subcontracted without the
prior written consent of the CITY. If specialists or subconsultants are required to
complete the services hereunder CONSULTANT shall propose such utilization for review
and approval of the CITY. CONSULTANT is and shall remain fully responsible for
performances of all services and agreements hereunder required to or permitted to be
performed by CONSULTANT, regardless of who performs same.
Article 14: Termination:
For Cause: If CONSULTANT or CITY fails to fulfill its obligations under this AGREEMENT
in a timely and proper manner, or violates any of the covenants of this AGREEMENT,
CITY or CONSULTANT shall thereupon have the right to terminate this AGREEMENT by
giving written notice to the other party of termination, and specifying the effective date
thereof. In such event, all documents, contracts, studies and reports prepared by or for
CONSULTANT under this AGREEMENT shall become the CITY's property and
CONSULTANT shall be entitled to receive just and equitable compensation for any
satisfactory work completed prior to the date of termination.
Notwithstanding the foregoing, CONSULTANT shall not be relieved of liability to the
CITY for any damages sustained by CITY by virtue of any breach of this AGREEMENT
by the CONSULTANT, and the CITY may withhold any payments to the CONSULTANT
for the purpose of set-off until such time as the exact amount of damages due the CITY
from the CONSULTANT and/or other items in dispute are finally determined.
For Convenience: The CITY may terminate this AGREEMENT upon seven (7) days
written notice to the CONSULTANT. Upon termination, the CONSULTANT shall be
compensated for all services performed to the date of receipt of notice of termination,
plus all reimbursable expenses then due. Compensation for services performed prior to
termination shall be at the hourly rates specified in CONSULTANT's Fee Schedule.
Responsibilities of the Parties upon Termination: Upon termination the CONSULTANT
shall deliver to the CITY one (1) copy of all otherwise deliverable studies, sketches,
calculations, drawings, estimates, reports, records, schedules, contracts and other such
information and data accumulated in the performance of services under this
AGREEMENT, whether completed or not, provided, however that: In the event of
termination for convenience, the CITY shall hold harmless, indemnify and defend the
CONSULTANT against all losses, claims, and damages arising out of any use of such
information and data for extensions to the project for which such information and data
was prepared or for any other project; and
The CITY shall make payment in full to the CONSULTANT for all services rendered, and
reimbursable expenses incurred prior to the date of termination, such payment to be
made at the time of delivery of such information and data.
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CITY shall continue payment of annual commissions to CONSULTANT as they may
become due for Commercial Rights Agreements secured by CONSULTANT prior to the
date of termination.
Article 15: No Assignment:
CONSULTANT shall not assign, delegate, sublet, sell, transfer or otherwise dispose of its
interest and/or obligations in or under this AGREEMENT without the prior written
approval of the CITY which shall not be unreasonably withheld.
This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto,
their successors and permitted assigns.
Article 16: Separate Contracts:
Intentionally Omitted.
Article 17: Nonwaiver:
Except as expressly provided in this AGREEMENT, the failure or waiver, or successive
failures or waivers on the part of either party hereto, in the enforcement of any
condition, covenant, or section hereof shall not render the same invalid, nor impair the
right of either party hereto, their successors or permitted assigns, to enforce the same
in the event of any subsequent breach thereof.
Article 18: Notices:
All notices required or permitted under this AGREEMENT shall be in writing and shall be
deemed sufficiently served if sent by First Class Mail addressed as follows, or such other
address as they may designate in writing from time to time:
To CITY:
Deborah Cyr, Finance Director
City of Bangor
73 Harlow Street
Bangor, ME 04401
To CONSULTANT:
Notice given in any other manner shall be deemed effective only when the written
notice is actually received.
Article 19: Disputes:
In an effort to resolve any conflicts that arise during or after the term of this
Agreement, the CITY and CONSULTANT agree that all disputes between them arising
out of or relating to this AGREEMENT shall be submitted to non-binding mediation
unless the parties mutually agree otherwise.
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Any disputes arising out of or in the course of this AGREEMENT which are not settled by
mediation may be resolved by litigation which shall be brought in Maine Superior Court
for Penobscot County.
Article 20: Compliance with Law:
CONSULTANT in its performance hereunder, shall comply with all applicable Federal,
State and local statutes, ordinances and regulations in effect at the time of the services
provided by the CONSULTANT. CONSULTANT agrees to amend this AGREEMENT, if
necessary, to comply with such law or regulations.
Article 21: Extent of Agreement:
This AGREEMENT, with its Exhibits, represents the entire and integrated AGREEMENT
between the CITY and CONSULTANT and supersedes and replaces all terms and
conditions of any prior agreements, arrangements, negotiations, or representatives,
written or oral with respect to this AGREEMENT. This AGREEMENT may only be
modified by written agreement of the parties. It is intended by the parties that the
terms contained in the main body of this agreement and any terms contained in any
attachment (including without limitation, Attachment A) are to be consistent and fully
integrated. In the event of any potential conflict between the terms contained in the
main body and any attachment, the parties intend that the main body of the Agreement
shall control. In determining the meaning of, or resolving any ambiguity with respect
to, any word, phrase or provision of this Agreement, neither this Agreement nor any
uncertainty or ambiguity herein will be construed or resolved against either party
(including the party primarily responsible for drafting and preparation of this
Agreement), under any rule of construction or otherwise, it being expressly understood
and agreed that the parties have participated equally or have had equal opportunity to
participate in the drafting hereof.
Nothing herein is intended to create a contractual relationship with any party other than
the parties hereto. City shall not be bound to any contract, agreement or document
unless and until City has approved same through proper process and the same has
been duly executed and delivered by City. Consultant agrees that it shall not be
considered to have or possess any authority or right to bind City to any contract,
agreement or document and none is granted hereby.
The obligations of City contained in this Agreement, notwithstanding anything to the
contrary herein, shall not be considered to, and shall not, expand or create liability on
the part of City to any individual, person or entity (including the parties indemnified
hereunder) for claims from which City is released, exempted and/or protected by Maine
law, including without limit, the Maine Tort Claims Act, as it is currently in effect or is in
the future from time to time modified for amended.
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Article 22: Changes:
a. The CITY may, at any time, request CONSULTANT to make changes within the
scope of an established project that may increase the budget for the
CONSULTANrs fees. CONSULTANT shall perform the change or extra work only
after receipt of a change order to the purchase order for the CONSULTANrs
services in connection with the project. Such additional services shall be agreed
upon by the parties and the parties shall negotiate the fees to be paid
CONSULTANT by CITY for said additional services.
b. The CITY will not be liable for any costs incurred by CONSULTANT from
performance of a change or extra work prior to issuance of a change order to the
purchase order unless expressly authorized in writing.
Article 23: Cost Records and Accounting for Additional Services:
CONSULTANT shall keep accounts, books and other records of all its billable charges
incurred in performing services to the CITY and shall itemize and submit its billings to
the CITY in such a manner as the CITY may reasonably direct. If no such direction is
given, CONSULTANT shall maintain books and accounts of chargeable costs in
accordance with generally accepted accounting practices consistently applied, and in
such a manner as to permit verification of all entries made.
For three years from final payment under this AGREEMENT, CONSULTANT shall
preserve all such books and records, and shall upon three day's written notice make
such records available to the CITY for purposes of verifying the costs chargeable under
this AGREEMENT.
Article 24: Authority to Execute:
This AGREEMENT contains all the terms, conditions and provisions pertaining to the
work, there being no other understandings, agreements, warranties either express or
implied, relative to the AGREEMENT that are not fully expressed herein.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be
executed on the day and year first above written.
Witness: City of Bangor (CITY)
Deborah Cyr
Finance Director
Contract Agreement Page 8 of 12
12 1?6
Witness:
(CONSULTANT)
Date Signed
Contract Agreement Page 9 of 12
12 11.6
Attachment A
to Contract Agreement between
City of Bangor and FMRS
Naming Rights, Advertising, Sponsorship and Premium Seating Agreement
(Commercial Rights)
For the New Bangor Arena
WHEREAS, FRMS, is an industry leader in the development of contractually obligated
commercial rights revenue for university athletic departments, municipal arenas and
stadiums, teams, and other sports and entertainment properties; and
WHEREAS, the City intends to organize and promote a diverse line-up of sports, civic
and entertainment events at the New Bangor Arena (currently under construction with
an intended completion date of August, 2013) (the "Arena's and desires to sell Arena
naming rights, advertising, sponsorship and premium seating inventory; and
WHEREAS, FRMS is a wholly owned subsidiary of Global Spectrum; and
WHEREAS, the City of Bangor has selected Global Spectrum as the private operator of
the Arena, and
WHEREAS, one of the priorities within the City's pre -opening consulting services
agreement with Global Spectrum is to select a firm to coordinate the marketing,
promotion and sale of various commercial rights, including naming rights, within the
new facility prior to its opening and operations and thereafter; and
WHEREAS, FRMS has submitted a proposal to the City to perform said services; and
WHEREAS, the City in consultation with outside counsel has completed negotiation of
a final scope of services, contract term, compensation, responsibilities, etc, and the
parties intend this Agreement to be the written and binding representation of
agreements related thereto, subject to final approval and execution and delivery.
Term. The term of this agreement is hereby defined as the date of full execution
through June 30, 2017. The expiration date established hereunder may be adjusted by
City to coincide with the expiration date of the initial management contract with Global
Spectrum, which has an expected expiration date of June 30, 2017, at the City's
discretion. Such adjustment in term will not be effective and the term shall be as
aforesaid unless City has provided written notice to FRMS of the adjustment to term.
Services. FRMS is hereby engaged as the sole and exclusive representative for
marketing of commercial rights, including facility naming rights, for the New Bangor
Arena. 'Commercial Rights" as used herein shall mean advertising, signage,
sponsorships and naming rights revenue generating opportunities directly related to the
ContractAgreement Page 10 of 12
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Arena as agreed by City and FRMS. Said sales will be under the direction and approval
of the City and Global Spectrum. During the term of this Agreement, the City shall not
sell, assign, transfer grant or license to any other party the exclusive rights granted to
FRMS, hereunder. Nothing herein shall be deemed to or is intended to oblige City to
fund, complete or construct the Arena, or to install, design or otherwise provide any
amenities, features or improvements in or to the Arena in the event it is constructed
and completed.
Contract Administration. FRMS will communicate and coordinate its activities
hereunder with the City and Global Spectrum. FRMS will obtain approval of the general
parameters of commercial rights offers from the City prior to any sales. Any contracts
or agreements for the purchase and sale of commercial rights shall be effective only
upon approval, execution and delivery of same by the purchasers of such commercial
rights and the City, or its agent, with the except of any contract or agreement for
Naming Rights. Any Naming Rights contract or agreement must be approved by the
City. The City Manager is the currently designated City official for this approval. It is
agreed and acknowledged that City's approval of any commercial rights agreement may
be conditioned on City's and FRMS's confirmation of commissions due and owing related
to such commercial rights agreement.
FRMS will oversee all contact with potential purchasers, and will interact with and
communicate with City and Global Spectrum staff as necessary to complete the
approval, completion and execution and delivery of all commercial rights agreements
and otherwise perform its duties and obligations. FRMS will inform all commercial
rights prospects that camera-ready artwork and production costs for signage are their
responsibility and such terms shall be part of any commercial rights agreements. The
City will be responsible for installing and maintaining all signage sold by FRMS at the
venue. The City hereby acknowledges and agrees that FRMS is not guaranteeing any
level of purchase of, or the receipt of payment for, any commercial rights marketed by
FRMS pursuant to this agreement. The City, or its agent, will be responsible for all
invoicing to the purchaser for payments due under any commercial rights agreements.
During the term, FRMS will keep the City and Global Spectrum regularly apprised of its
sales prospects and the status of any potential sales of commercial rights. Additionally,
FRMS shall deliver to the City monthly reports detailing FRMS sales. Either party may
inspect the other's books and records during normal business hours, on reasonable
advance notice, to confirm the amounts due hereunder.
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Compensation. Commissions for Commercial Rights agreements are as follows:
Annual Advertising/Sponsorships/ 12.5% of cash received including the value of
Premium Seating < $500,001 operating budget -relieving in-kind trade including
media*
Annual Advertising/Sponsorships/ 17.5% of cash received including the value of
Premium Seating > $500,000 operating budget -relieving in-kind trade including
media*
Naming Rights >$1,999,999
Up to a 10 Year Period
Naming Rights >$1,499,999
And < $2,000,000
Up to a 10 Year Period
Naming Rights >$999,999
And < $1,500,000
Up to a 10 Year Period
Naming Rights <$1,000,000
Up to a 10 Year Period
8% of cash received including the value of
operating budget -relieving in-kind trade including
media*
7% of cash received including the value of
operating budget -relieving in-kind trade
including media*
6% of cash received including the value of
operating budget -relieving in-kind trade
including media*
5% of cash received including the value of
operating budget -relieving in-kind trade
including media*
The parties shall negotiate the commission to be paid CONSULTANT for any naming
rights agreement that exceeds a 10 year period.
Capital Budget Relieving Trade On a negotiated basis as opportunities arise
*Value of in-kind budget -relieving trade including media shall be based on what the
City would have spent from its operating budget only.
FRMS shall receive commission payment(s) within thirty (30) days of the actual receipt
the funds or payment under the applicable commercial rights agreement by the City.
FRMS shall receive its commission for in-kind trade within the thirty (30) days of the
consumption of the value of the trade. The City has complete discretion to accept or
reject any proposed commercial rights agreements submitted to it.
Miscellaneous. Commissions to Global Spectrum employees for work completed within
the context of this Agreement shall by paid by FRMS.
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