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HomeMy WebLinkAboutReso 2010-1506 RESOLUTION NO. 2010- -' 5()G:t A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING A PUBLISHING AGREEMENT WITH STERN/BLOOM MEDIA TO PRODUCE TWO (2) EDITIONS OF THE SUNNY ISLES BEACH CITY GUIDE, IN AN AMOUNT NOT TO EXCEED TWENTY -FIVE THOUSAND DOLLARS ($25,000.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach is desirous of printing a guide for residents and tourists of City services and upcoming events; and WHEREAS, the Sunny Isles Beach 20 I 0 City Guide is primarily tailored to serve the needs of the City of Sunny Isles Beach residents and tourists; and WHEREAS, Stern/Bloom Media has expressed the ability to provide the City with a medium to inform residents and tourists of available City services and upcoming events; and WHEREAS, the City wishes to enter into an agreement with Stern/Bloom Media to provide non-exclusive advertising services, including but not limited to the publication of articles, bulletins, and other City-related matters; and WHEREAS, the City Commission wishes to enter into an agreement with Stern/Bloom Media to publish the City Guide in May 20 I 0 and in November 2010, in an amount of Twelve Thousand Five Hundred Dollars ($12,500.00) per issue for a total amount not to exceed Twenty-Five Thousand Dollars ($25,000.00). NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Agreement. The Agreement with Stern/Bloom Media to provide non- exclusive advertising services, including but not limited to the publication of articles, bulletins, and other City-related matters, for a total amount of Twenty-Five Thousand Dollars ($25,000.00), attached hereto as Exhibit "A", be, and the same, is hereby approved. Section 2. Authority 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 this Resolution. Section 4 Effective Date. This Resolution will become effective upon adoption. R201O- Stem-Bloom Media Agmt Sib City Guide Page I of2 PASSED AND ADOPTED this 21st day of January 2010. ATTEST: :~A~ Jane A. Hines, CMC, City Clerk .. , :" .... APPROVED AS TO FORM AND L FFICIENCY: Seconded by: ~4 ~;Gtrt.'tR. arf\l'Y\\~Il)~~ ~<c..."2ltJ Moved by: Vote: 5,0 Mayor Edelcup Vice Mayor Thaler Commissioner Brezin Commissioner Goodman Commissioner Scholl V(Y es) V (Yes) t:JY es) (Yes) ~(Y es) _(No) _(No) _(No) _(No) _(No) R201O- Stern-Bloom Media Agmt Sib City Guide Page 2 of2 - CITY OF SUNNY ISLES BEACH ADVERTISING AGREEMENT WITH STERN BLOOM MEDIA CONTRACT NO. C0910-020 THIS AGREEMENT, entered into this "Z,flday of Jf1.JUf1.':f_ 2010, by and between the CITY OF SUNNY ISLES BEACH (hereinafter referred as to "City") and STERN BLOOM MEDIA, a Florida Corporation hereinafter referred to as "Contractor") whose Federal I.D. # is "S. oi1"l\ ~b . WHEREAS, Contractor has expressed the ability to provide the City with a medium to inform residents of available City services and upcoming events; and WHEREAS, the City wishes to enter into an agreement with Contractor to provide non-exclusive advertising services tailored to the needs of the residents of the City, including the publication of two (2) issues with related articles and bulletins concerning the City; and WHEREAS, the Contractor's scope of services will include editorial content, graphic design, marketing efforts, advertising sales, pre-production and production, as more fully set forth in Attachment "A", attached hereto and made a part hereof; and WHEREAS, the City desires to enter into an Agreement with Contractor to provide the Services in a total amount not to exceed Twenty-Five Thousand Dollars ($25,000.00). NOW THEREFORE, as part of the consideration for this agreement, the City and Contractor agree to the following terms. 1. Recitals. The above recitals are incorporated herein as if fully set forth. 2. Services. The Contractor shall perform the publication serVIces as more particularly described in Attachment "A", with publication dates of May 2010 and November 2010. 3. Compensation. As the entire compensation under this Agreement and during the terms of this Agreement, in whatever capacity rendered, the City shall pay Contractor an amount not to exceed Twenty-Five Thousand Dollars ($25,000.00) dollars for the performance of the stated Services. Payment of said compensation shall be made upon receipt of proper invoice from Contractor. If the City disputes any charges on the invoices, it may make payment of the uncontested amount and withhold payment on the contested amounts until they are resolved by agreement between the parties. C0910-020 Stem Bloom Media Agreement for City Guide - 4. Availability of Funds. The City's performance and obligation to pay under this Agreement is contingent upon an annual appropriation for its purpose by the City Commission. 5. Indemnification. Contractor agrees to indemnify, defend and hold harmless the City including its officials, agents and/or employees from and against any and all claims arising from injury or death to persons or damage to property resulting in whole or in part from the acts, errors, omissions, or negligent acts of Contractor and/or its employees, principals or agents, including any advertisements or materials which readers can acquire through the advertisements in the publication issues. This indemnity clause shall survive termination of this Agreement. 6. Editorial Rights. It is understood and agreed that Contractor shall not have the right to revise or change the content of articles, bulletins, and other materials provided by the City without written consent by the City. Contractor, however, shall have the right to make minor revisions, if necessary, to correct typographical errors. 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. 8. Assignment. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, expressed, and written consent of the other party. 9. Term. This Agreement is for two (2) issues. The term of this Agreement will commence on the effective date of this agreement and shall end on the publication date of the last issue. 10. Termination. A. If, through any cause within the reasonable control the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this agreement, the City shall have the right to terminate the services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the agreement and grant Contractor ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this agreement (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor (and sub Contractor( s)) shall be delivered to the City and the City shall compensate the Contractor for all services satisfactorily performed prior to the date of termination. C0910-020 Stem Bloom Media Agreement for City Guide 2 ~ (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the agreement by Contractor and the City may reasonably withhold payments to Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the services then remaining to be performed at any time by given written notice which shall become effective ten (10) days following receipt by Contractor. The terms of Paragraphs 10 A(i) and (ii) above shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 11. Governing Law. It is agreed that this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida. In the event legal proceedings are commenced to enforce the terms of this agreement, venue shall be in Miami-Dade County, Florida. 12. Arbitration. It is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordance with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of arbitration and their respective attorneys' fees as may be determined by the court on confirmation. 13. Partial Invalidity. The invalidity of any portion of this Agreement shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect, if they have been executed by both parties subsequent to the expungement of the invalid provision. 14. Entire Agreement. This agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 15. Modification. Any modification of this Agreement or additional obligations assumed by either party in connection with Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. C0910-020 Stem Bloom Media Agreement for City Guide 3 16. Non-Exclusive Rights. The rights granted to the Contractor hereunder are non- exclusive, and the City reserves the right to enter into agreements with other parties to perform same or similar services. 17. Use of City Seal or Name. Contractor shall not use the name or official seal of the City in any promotional material without the prior written consent of the City. 18. Public Records. All documents produced by or on behalf of the City in connection with this Agreement are subject to Florida's Public Records Law. Such documents shall be made available to the City upon its request 19. 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: Rick Conner With a copy to: City Manager Hans Ottinot City of Sunny Isles Beach City Attorney 18070 Collins Avenue City of Sunny Isles Beach Fourth Floor 18070 Collins A venue Sunny Isles Beach, FL 33160 Fourth Floor Ph: 305-792-1701 Sunny Isles Beach, FL 33160 Ph: 305-792-1702 If to the Contractor: David Bloom Associate Publisher 425 NW 10th Terrace Hallandale Beach, FL 33009 Ph: 305-932-2400 Cell: 786-395-6263 20. Conflicting Provisions: The terms and conditions in this Agreement supersede any other conflicting provisions that are contained in any other document, including but not limited to any attachments hereto. ", C0910-020 Stem Bloom Media Agreement for City Guide 4 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate on the day and year first written above. W1Dr r----- 1)A\I\'D ~ I OM C,.J s:~ . loom, Associ ublisher Print Name WIT;q;2 ,tf1J'THO "'" ?1'2D.(LN'~' Print Name / CITY OF SUNNY ISLES BEACH (... " \ \ i. 1 ~ ""ATTESi: '. ::;':CiB)<~, ~ '.' Jane A. ~!hes, CMC, CIty Clerk APPROVED AS TO FORM AND LEG F IENCY .... .... "'~ :"t . . ') > . . ..... C0910-020 Stem Bloom Media Agreement for City Guide 5 S T ERN I B LOO M media Sunny Isles Beach 2010 Editions (Mav & November) City Guide ("SIB 2010") Publishing Agreement This Publishing Agreement is made and entered into as of the 16 day of December, 2009, by and between Stern Bloom Media, Inc., a Florida corporation ("Publisher") and the City of Sunny Isles Beach ("City"). Term. This agreement is for two (2) issues. The term of this agreement shall commence on the effective date and end on the publication date. Publishing Fee. City shall pay Publisher the amount of twenty-five thousand ($25,000) dollars for the foregoing services to include, production and printing. Payment. Payment in full of publishing fee ($12,500 per issue) shall be due to Publisher on February 1 st 2010 and August 1 st 2010. Estimated Publication Specifications (subject to change) Page Count: 84 pages (50% editorial / 50% advertising) Quantity: 30,000 copies Dimensions: 8.635" x 10.375" Paper: Cover: Coated 7 Point; Text: 50lb Coated Colors: Full-color throughout Publish Date: May 2010 and November 2010 Publisher's Obligations. o Editorial Content (see proposed schedule attached) Publisher is responsible for editorial content. Publisher reserves the right to edit editorial submitted to Publisher by City. o Graphic Design Publisher is responsible for the design, layout and mapping of the city guide. o Marketing Efforts Publisher will be responsible for marketing efforts. o Advertising Sales Publisher will be responsible for all advertising sales efforts. o Pre-Production Publisher is responsible for all aspects of pre-production. o Production Publisher is responsible for all aspects of production, including, but not limited to the procurement, management, and facilitation of paper and printing contracts. 1 ATTACHIVIENT "A" o Designated Contact Publisher shall designate a person whose responsibility shall be coordinating day- to-day communications with City concerning the city guide, and who shall be available to City during normal business hours, and be responsible for supplying to City any and all necessary materials. City's Obligations. o Editorial Content City allocated editorial and photography must be submitted to Publisher by March 15,2010 (for the May 2010 edition) and September 15,2010 (for the November 2010 edition) Publisher reserves the right to edit copy supplied by City. o Marketing Efforts City authorizes Publisher to use City logo to market SIB 2010 (IE. Media kit, promotional pieces, etc...). o Designated Contact City shall designate a person whose responsibility shall be coordinating day-to- day communications with Publisher concerning the city guide, and who shall be available to Publisher during normal business hours, and be responsible for supplying to Publisher any and all necessary materials. DISTRIBUTION (both parties): o Delivery Publisher will have copies delivered to City (amount to be determined), to a location within Miami-Dade County, to be determined by City. o Warehousing Publisher will warehouse copies (amount to be determined). City will receive and warehouse copies (amount to be determined), delivered by Publisher, to a location within Miami-Dade County, to be determined by City. o Distribution City has the option to distribute SIB 2010 or allow Publisher to distribute copies in accordance to a yet to be determined route and manner with City. If City elects to have Publisher distribute the fee will be $1,250 per edition. Copyright. Publisher asserts copyrights with respect to the SIB 2010. Ownership. Publisher will own all rights, titles and interests throughout the world and in perpetuity in any and all media now know or hereafter recognized or developed in and to the SIB 2010 and each and every element therof. 2 - Indemnification. (a) Publisher will at all times indemnify and hold City harmless from any claims, damages, liabilities, costs and expenses including reasonable counsel fees arising out of Publisher's actions and/or materials in connection with the SIB 2010. (b) City will at all times indemnify and hold Publisher harmless from any claims, damages, liabilities, costs and expenses including reasonable counsel fees arising out of City's actions and/or materials in connection with the SIB 2010. Default / Termination. In the event of a default or breach hereunder which is not cured within fifteen (15) days after written notice, the non-defaulting party may terminate this agreement. The termination of this agreement by either party shall not abrogate, impair, release, or extinguish any obligation which may have accrued hereunder, as a result of, or prior to such termination. Entire Agreement. The contents herein constitute the entire agreement and understanding between the parties pertaining to the subject matter hereof and supersede all prior or contemporaneous agreements, representations and understandings of the parties. Relationship of the Parties. It is mutually understood and agreed the relationship created hereby is that of independent contractors, and neither party, nor any of its employees or agents, will be considered to be an agent, employee, joint venture or partner of or with the other party. Warranties. Publisher warrants and represents that it has the right and power to enter into and fully perform this agreement. And, that any materials, services and/or processes furnished or used by Publisher (other than materials furnished by City) in connection with this agreement will not at any time infringe upon or violate the rights of third parties, And, that SIB 2010 will be of the highest quality consistent with industry standards. By: David Bloom, Esq. Managing Director Date: By: Name: Title: Date: 3 - Preview Page 1 of 1 City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMJJRANDUM TO: The Honorable Mayor and City Commission FROM: Alyce Hanson, Admininstrative Services Director DATE: 1/21/2010 RE: Resolution Approving an Agreement for Two Editions of the SIB City Guide RECOMMENDATION: It is recommended that the City Commission adopt the attached Resolution approving an agreement with Stern/Bloom Media to produce for 2010 two issues of the Sunny Isles Beach edition of the City Guide. REASONS: The City Commission wishes to continue branding Sunny Isles Beach, 'florida's riviera,' as an upscale community and printing a guide that includes upcoming events and City services geared towards residents and visitors. With much success, Stern/Bloom published in May and November of 2009 the Sunny Isles Beach City Guide and distributed 30,000 copies throughout the City, including government facilities, hotels, residences and businesses. FUNDING SOURCE: Funding is available in the Adopted Budget FY 09110, Administrative Services Department, Account No. 10-519-53148. A TT ACHMENTS: . Resolution http://sibagenda.sibfl.net/agenda/Preview.aspx?ItemID=158&MeetingID=0&MeetingDate. .. 1/12/2010 To: Via: From: Date: Re: - City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 City Commission Norman S. Edelcup, Mayor Lewis J. Thaler" Vice Mayor Roslyn Brezln Commissioner Gerry Goodman Commissioner George "Bud" Scholl, Commissioner (305) 947-0606 City Hall (305) 792-1565 Fax (305) 947-2150 Building Department Rick Conner, City Manager Hans Ottlnot, City Attorney Jane A. Hines, City Clerk MEMORANDUM Honorable Mayor and City Commission Rick Conner, City Manager Alyce Hanson, Administrative Services Director January 21,2010 Resolution Approving an Agreement for Two Editions of the SIB City Guide RECOMMENDATION: It is recommended that the City Commission adopt the attached Resolution approving an agreement with StemIBloom Media to produce for 2010 two issues of the Sunny Isles Beach edition of the City Guide. BACKGROUND: The City Commission wishes to continue branding Sunny Isles Beach, 'florida's riviera,' as an upscale community and printing a guide that includes upcoming events and City services geared towards residents and visitors. With much success, StemIBloom published in May and November of 2009 the Sunny Isles Beach City Guide and distributed 30,000 copies throughout the City, including government facilities, hotels, residences and businesses. Funding is available in the Adopted Budget FY 09/10, Administrative Services Department, Account No. 10-519-5314B. To be completed by lJePdftment Hedd To De completed Pv Ctiv Oed:f OfltCe Funding available: Approval: Agenda Item No.: Finance Department Gty Manager Commission Meeting Date: