HomeMy WebLinkAboutReso 2003-541
RESOLUTION NO. 2003- 54 \
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, APPROVING A PROFESSIONAL
SERVICES AGREEMENT BY AND BETWEEN THE CITY OF SUNNY
ISLES BEACH AND ALTIUS, INC., FOR CONSULTING SERVICES FOR
THE DESIGN AND PRODUCTION OF BRANDING TO VARIOUS
MATERIALS, IN AN AMOUNT NOT TO EXCEED TWENTY-FOUR
THOUSAND, FIVE HUNDRED DOLLARS ($24,500.00) PER FISCAL
YEAR, ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE
MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE
CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE
THE TERMS OF THE AGREEMENT; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, City staff has worked with A ltius, I nc" toe stablish a "look," (branding)
which incorporates the City Seal with a wave logo; and
WHEREAS, there has been a concerted effort to apply branding to a variety of materials
including annual reports, the City's website, channel 20, stage banners and promotional items;
and
WHEREAS, the City now wishes to enter into a Professional Services Agreement with
Altius, Inc" in an amount not to exceed $24,500,00 per fiscal year, attached hereto as Exhibit
"A", for consulting services for the design and production of branding to various materials.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Professional Services Agreement. The Professional Services
Agreement by and between the City of Sunny Isles Beach and Altius, Inc" for consulting
services for the design and production of branding to various materials, in an amount not to
exceed $24,500,00 per fiscal year, attached hereto as Exhibit "A", be and the same, is hereby
approved,
Section 2. Authorization of Mayor, The Mayor IS hereby authorized to execute said
Agreement.
Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate the terms ofthe Agreement.
Section 4,
Effective Date, This Resolution will become effective upon adoption.
R2003- Professional Srvs Agmt wi Altius, Inc.
1
PASSED AND ADOPTED this 24th day of April, 2003,
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: '<.' l~,;'~' "J\ I ·
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~~Jan.e A\Hines, AGting City Clerk
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" Approve~rAs to Form and
Legal Sufficiency:
~L MLD~ C' A
ynn. elsser, Ity ttomey
Seconded by:
~t'\~$~lorom. 'I.c~~~1~
'Vl'c.t r<\~tV' <;h~LC (..{ P
Moved by:
Vote: l\.-O-\
Mayor Samson
Vice Mayor Ede1cup
Commissioner Goodman
Commissioner Iglesias
Commissioner Kauffman
~Yes) _(No)
L./(Yes) _(No)
~Yes) _(No)
~CYes) _(No)
~ _(No)
R2003- Professional Srvs Agmt w/Altius, Inc,
2
CITY OF SUNNY ISLES BEACH
PROFESSIONAL SERVICES AGREEMENT NO. 03-3186-04
THIS AGREEMENT, entered into this ;2 filL day of (~~()~t' 2003, by and
between the CITY OF SUNNY ISLES BEACH (hereinafter referred as to "City") and
AL TIUS, INC., a Florida corporation, (hereinafter referred to as "Contractor"); and
WHEREAS, Contractor is a qualified design and print production service corporation
qualified to do business in Florida; and
WHEREAS, the City desires to contract with Contractor to provide the services
described in and attached hereto as Exhibit "A", and for the consideration hereinafter named,
Contractor covenants and agrees with the City as follows:
1, Services. Contractor shall provide all labor, supervision, materials, supplies and
equipment, to design and produce print services as more particularly described in Exhibit "A"
attached hereto and made a part hereof.
The fee for these services is not to exceed $24,500.00, per fiscal year, payable upon completion
of each project, as invoiced,
2 Payment for Vendor's Services. Request for partial payment of services must be
submitted monthly, in duplicate, with supporting documents, if any, referencing this contract
number and/or Purchase Order Number, to the attention of the Finance Department, City of
Sunny Isles Beach, 17070 Collins Avenue, Suite 250, Sunny Isles Beach, Florida, 33160,
Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits,
overhead or any other expenses or costs unless any such expense or cost is incurred by
Contractor with the prior written approval of the City, If the City disputes any charges on the
invoices, it may make payment of the uncontested amounts and withhold payment on the
contested amounts until they are resolved by agreement with Contractor,
Contractor shall not pledge the City's credit or make it a guarantor of payment or surety for any
contract, debt, obligation, judgment, lien, or any form of indebtedness, The Contractor further
warrants and represents that it has no obligation or indebtedness that would impair its ability to
fulfill the terms of this Agreement.
3. Additional Services. If the need for additional work or changes under this Agreement
is identified by Contractor during the course of performing its obligations hereunder, Contractor
shall set forth such additional work and the cost thereof in a supplemental work order (a
"Supplemental Work Order") and submit such Supplemental Work Order for approval' by the
City of Sunny Isles Beach 17070 Collins Avenue, Suite 250, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949'"3113 Fax
Altius Service Contract
Attorney! Agreements! CH
Page 10f5
City, No such additional work shall be done, or paid for, without the specific prior written
approval of the City,
4, Availability of Funds. The obligations of The City of Sunny Isles Beach under this
Agreement are subject to the availability of funds lawfully appropriated for its purpose by the
State of Florida and the City Commission,
5. Undisclosed Conditions. In the event that undisclosed conditions are discovered
during the performance of this Agreement, the City shall have the right to cancel this Agreement
upon thirty (30) days written notice to contractor. Upon termination, the City may bid the
project if the contractor fails to perform under this Agreement due to the undisclosed conditions.
6. Insurance. Contractor shall, at its sole cost and expense, during the period of any
work being performed under this Agreement, procure and maintain the following minimum
insurance coverage to protect the City and Contractor against all loss, claims, damage and
liabilities caused by Contractor, its agents, contractors or employees, as more particularly set
forth below:
a. Errors and Omissions Coverage in the amount of $500,000.
Insurance required of the Contractor shall be primary to, and not contribute with, any
insurance or self-insurance maintained by the City.
Such insurance shall not diminish Contractor's indemnification and obligations
hereunder. The insurance policy(ies) shall be issued by companies authorized to do business
under the laws of the State of Florida and acceptable to the City, Before any work under this
Agreement is performed, and at any time upon request, Contractor shall furnish to the
City certificates of insurance evidencing the minimum required coverage and shall be
appropriately endorsed for contractual liability, with the City named as additional insured.
All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall
be in forms and issued by insurance companies acceptable to the City's Risk Management
Department. All insurance policies and certificates of insurance shall provide that the policies
may not be canceled or altered without thirty (30) days prior written notice to the City. The City
reserves the right from time to time to change the insurance coverage and limits of liability
required to be maintained by Contractor hereunder.
Contractor shall also require and ensure that each of its subcontractors providing services
hereunder (if any) procures and maintains, until the completion of the services, insurance of the
types and to the limits specified herein.
ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS SECTION
MUST BE APPROVED IN WRITING BY THE CITY,
Compliance with these insurance requirements shall not relieve or limit the Contractor's
liability and obligations under this contract.
City of Sunny Isles Beach 17070 Collins A venue, Suite 250, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
Altius Service Contract
Attorneyl Agreementsl CH
Page 2 of5
7, Relation to Parties. It is understood and agreed that nothing contained in this
Agreement shall be deemed to create a partnership, joint venture, other association, or an
employer/employee relationship between the Contractor and the City, Contractor shall be in the
relation of an independent contractor and is to have entire charge, control and supervision of the
work to be performed hereunder. The Contractor does not have the power to bind the City in any
promise, agreement or representation other than as provided for in this Agreement.
8, Compliance witb Law. Contractor shall comply with all laws, regulations and
ordinances of any federal, state, or local governmental authority having jurisdiction with respect
to this Agreement (applicable laws) and shall obtain and maintain, at its sole expense, any and all
material permits, licenses, approvals and consents necessary for the lawful conduct of the
activities contemplated under this Agreement.
9, Compliance witb Occupational Safety and Healtb. Contractor hereby certifies that all
materials, equipment, etc" used to perform the services required by this Agreement meets all
OSHA requirements.
10, Waiver of Liabilitv/Indemnitv. The City shall not in any way be answerable or
accountable for any violations of applicable laws or for any injury, loss or damage arising from
the negligence or omission of Contractor or anyone of its employees, contractors or agents,
Contractor hereby agrees to indemnify, defend and hold harmless the City from and against any
claim, loss, damage, liability, cost or expense, including attorneys' fees, whether or not due to or
caused in whole or in part by City or its employees, arising out of (i) the performance or breach
by the Contractor of its obligations under this Agreement. Contractor hereby irrevocably waives
any right and agrees not to file any mechanic's or materialman's lien against the interest of the
owner of the property,
11, Asshmment. This Agreement shall be binding upon and shall inure to the benefit of the
City and to any and all of its successors and assigns, whether by merger, consolidation, transfer
of substantially all assets or any similar transaction, Notwithstanding the foregoing, this
Agreement is personal to the Contractor and it may not, either directly or indirectly, assign its
rights or delegate its obligations to City hereunder without first obtaining the City's consent in
writing, Any such attempted assignment or delegation shall be deemed of no legal force and
effect whatsoever,
12, Term. This Contract shall commence on April 24, 2003, and expire on April 24, 2004,
This contract may be renewed, upon mutual consent of both parties. Any renewal of this
Contract shall be subject to appropriation of funds by the City Commission,
13, Termination. This Agreement may be cancelled by the City, with or without cause,
upon thirty (30) days written notice to Contractor. This Contract shall be subject to immediate
termination if the services do not comply the specifications stated herein or fails to meet the
City's performance standards.
City of Sunny Isles Beach 17070 Collins A venue, Suite 250, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
Altius Service Contract
Attorney/Agreements/ CH
Page 3 of5
14, Notices. All notices and other communications required or permitted to be given under
this Agreement by either party to the other shall be in writing and shall be sent (except as
otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return
receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier
service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by
certified or registered mail, first class postage prepaid, return receipt requested or by overnight
delivery by traditionally recognized courier service), addressed to such party as follows: if to the
City to the attention of Christopher J. Russo, City Manager, with a copy to Lynn M.
Dannheisser, City Attorney, at City of Sunny Isles Beach, 17070 Collins Avenue, Suite 250,
Sunny Isles Beach, Florida 33160, and to Contractor at, Altius, Inc., 12260 SW 128 Street,
Miami, Florida 33186, Attention: Mr. Bert Oliva, President.
15, Governin1! Law. The validity of this Agreement and the interpretation and performance
of all of its terms shall be construed and enforced in accordance with the laws of the State of
Florida, without regard to principles of conflict of laws thereof, The location of any action or
proceeding commenced under or pursuant to this Agreement shall be in Miami-Dade County, in
the State of Florida.
16, Remedies for Breach. Should Contractor fail to perform, City shall notify Contractor in
writing of such failure to perform and Contractor shall have thirty (30) days of receiving such
notice to cure such failure. If Contractor is unable to cure such failure to perform then City shall
receive a refund equal to the actual cost of a third party to cure such failure, The City may sue
for damages in circuit court,
17, Attornev's Fees. If this matter is placed in the hands of an attorney for collection, or in
the event suit or action is instituted to enforce any of the terms or conditions of this agreement,
the losing party shall pay to the prevailing party, in such suit or action in both trial court and
appellate court, together with reasonable attorney's fees for the anticipated cost of collection and
judgment enforcement.
18, Miscellaneous, In the event any provision of this Agreement is found to be void and
unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement
shall nevertheless be binding upon the parties with the same effect as though the void or
unenforceable provisions had been severed and deleted. This Agreement may be executed in
multiple identical counterparts, each of which shall be deemed an original for all purposes, This
Agreement shall constitute the entire agreement between the parties with respect to the subject
matter hereof, and it shall supersede all previous and contemporaneous oral and written
negotiations, commitments, agreements and understanding relating hereto, Any modification of
this Agreement shall be effective only if in writing and signed by the parties to this Agreement.
No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is
in writing and signed by the parting granting such waiver.
19. Conflictin1! Provisions: The terms and conditions in this Agreement supersede any
other conflicting provisions that are contained in any other document.
City of Sunny Isles Beach 17070 Collins Avenue, Suite 250, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
Altius Service Contract
Attorney! Agreements! CH
Page 4 of5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement III
duplicate on the day and year first written above,
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ALTIUS, INC.
By:
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ATTEST:
By: ~U 1\. ~,~
Jane A Hines, Acting City Clerk
By:
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
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By: C> --..Jt- i .,' ~
Lynn M, Irannheis$fr, City Attorney
City of Sunny Isles Beach 17070 Collins A venue, Suite 250, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
Altius Service Contract
Attorney/Agreements! CH
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