HomeMy WebLinkAboutReso 2010-1616
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RESOLUTION NO. 2010- -1k..l.k
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, RATIFYING THE APPROVAL
OF AN ADVERTISING AGREEMENT WITH ABOARD
PUBLISHING, INC. TO PRODUCE ONE (1) EDITION OF THE
SUNNY ISLES BEACH VISITOR GUIDE, IN AN AMOUNT NOT TO
EXCEED SIXTEEN THOUSAND TWO HUNDRED DOLLARS
($16,200.00), ATTACHED HERETO AS EXHIBIT "A";
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, Stern/Bloom Media currently publishes the Sunny Isles Beach City Guide two
times a year to inform residents and tourists of available City services and upcoming events; and
WHEREAS, the City now wishes to enter into an agreement with Aboard Publishing, Inc. to
provide non-exclusive advertising services tailored to the needs of the residents ofthe City, including
the publication of one (1) issue with related articles and bulletins concerning the City ("Visitor
Guide"); and
WHEREAS, the scope of services will include editorial content, graphic design, marketing
efforts, advertising sales, pre-production and production; and
WHEREAS, the City Commission wishes to enter into an agreement with Aboard
Publishing, Inc. to publish the Visitor Guide, in an amount not to exceed Sixteen Thousand Two
Hundred Dollars ($16,200.00), attached hereto as Exhibit "A".
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Ratification of Approval of Agreement. The Agreement with Aboard Publishing, Inc.
to provide non-exclusive advertising services tailored to the needs of the residents of the City,
including the publication of one (1) issue with related articles and bulletins concerning the City
("Visitor Guide"), in an amount not to exceed Sixteen Thousand Two Hundred Dollars ($16,200.00),
attached hereto as Exhibit "A", be, and the same, is hereby ratified.
Section 2. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
Section 3
Effective Date. This Resolution will become effective upon adoption.
PASSED AND ADOPTED this 16th day of September 2010.
R201O- Aboard Publishing Agmt Sib Visitor Guide
Page I of2
ATTEST:
,
6~A~
Jane A. Hines, CMC, City Clerk
APPROVED AS TO FORM
AND L A SUFFICIENCY:
Vote: ~-t)
Mayor Edelcup
Vice Mayor Thaler
Commissioner Brezin
Commissioner Goodman
Commissioner Scholl
Moved by:
Seconded by:
---wY es)
~Yes)
~Yes)
~Yes)
~(Yes)
R201O- Aboard Publishing Agmt Sib Visitor Guide
Page 2 of2
l1~ <Sc~t)LL
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_(No)
_(NO)
_(NO)
_(NO)
_(NO)
CITY OF SUNNY ISLES BEACH
ADVERTISING AGREEMENT WITH
ABOARD PUBLISHING, INC.
CONTRACT NO. C0910-054
THIS AGREEMENT, entered into this Iv day of Jur.c.M~',," 2010, by and
between the CITY OF SUNNY ISLES BEACH (hereinafter referred as to "City") and
ABOARD PUBLISHING, INC., a Florida Corporation hereinafter referred to as
"Contractor") whose Federal J.D. # is
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 one (1) issue with related articles and bulletins
concerning the City ("Visitor Guide"); 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 Sixteen Thousand Two Hundred
Dollars ($16,200.00).
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 date of 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 Sixteen Thousand Two Hundred Dollars ($16,200.00) 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.
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.
C0910-54 Agreement
Exhibit "A" .
SIR
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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 in connection with the contractor's performance of its obligations
under this agreement, including but not limited to 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 Ri2hts. 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. Assi2nment. 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 one (1) issue. 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.
(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
C091 0- 54 Agreement
2
S/8
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. Governine: 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 Invaliditv. 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 Ae:reement. 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.
16. Non-Exclusive Rie:hts. 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.
C09 I 0- 54 Agreement
3
SIB
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: Gary Duell, Jr.
Publisher
Aboard Publishing, Inc.
1 Herald Plaza
Miami, FL 33132
20. Conflictine: 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
triplicate on the day and year first written above.
C0910-54 Agreement
4
SIB
WITNESSES:
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ABOARD PUBLISHING INC.
WITNESSES:
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KivA 7)ell/e:.ia4-
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~ ATTEST:,
{' _'~ ~' . . . \,,' ~ I ~ .
. l, . I.' N-J ~
'. . Jane A. ines, C C, City Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
By ~~ ~~ Fp{)..
lians Ottino( City Attorne
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C0910-54 Agreement
5
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<}ICp IABC>ARD
PUBLISHINO
July 15, 2010
Ibis Romero
Executive Director
Sunny Isles Beach Tourism &
Marketing Council
18070 Collins Avenue
Sunny Isles Beach, FI 33160
Dear Ibis:
When countersigned below, this letter shall serve as a letter of Agreement
("Agreement") between Sunny Isles Beach Tourism & Marketing Council located at
18070 Collins Avenue, Miami, Florida 33160 ("SIBFl") and Aboard Publishing, Inc.
located at One Herald Plaza, Miami, Florida 33132 (ItHCP/Aboardlt), with regard to the
printing of Sunny Isle Beach Visitor Guide, a 24 page publication ("Visitor Guide") as
described below. The parties hereby agree as follows:
One publication will be printed according to the followIng terms and conditions:
1. Publication Specifications:
Size:
Text Pages:
Cover Pages:
Binding:
Quantity:
Delivery:
8 3/8" x 10 7/8"
20 text pages *501b Gloss text
4 pages *801b Gloss text
Saddle Stitch
25,000
To offices of Sunny Isles Beach
SIBFL will provide editorial material for the production of the Visitor Guide for all
12 editorial pages. Additionally, HCP/Aboard will use an edited version of that
editorial for the 2 pages of editorial that appears in the GMCVB Visitors
GuldejVacatlon Planner.
2. Fee: In consideration of HCP/Aboard printing the Visitor Guide, SIBFL agrees
to pay HCP/Aboard the sum of $16,200. The foregoIng amount is based on
25,000 copies of the Visitor Guide. All photography must be high resolution,
300 dpl and at least 5x7" or larger for good print quality.
3. Payment Terms:
SIBFl will pay HCP/Aboard as follows:
Deposit of $8,100 due on November 15, 2010
Balance of $8,100 due upon receipt of the Visitor Guide
Dna Harald Plaza, Miami, Fl 33132-1693 · www.MiamfHerald.com
lUiam\1itmlbrtn
MaQCu-.p", ~
SIB
4. Delivery: HCP/Aboard will deliver the Visitor Guide in December 2010 to the
5IBFL office.
5. Copyright:
The Visitor Guide shall consist of 5IBFL Content who hereby grants
HCP/Aboard a non-exclusive, perpetual and royalty free license to use 51BFL
Content In the Visitor Guide and for no other purpose.
The Copyright for the Publication shall be owned by 5IBFL
6. Indemnification:
Each party hereby indemnifies and holds harmless the other party, Its
subsidiaries, parent and affiliates, successors and permitted assigns and Its
and their directors, officers, employees, agents and contractors from and
against any and all liabilities, claims, losses, deficiencies, judgments,
damages, costs and expenses of every kind and nature (including, without
limitation, attorneys' fees, disbursements, and court costs) (a "ClaimR) to the
extent such Claim arises out of or In connection with or Is based on (i) a
breach of or default under any of the Indemnifying party's obligations or
representations and warranties contained In this Agreement, (II) the alleged
negligent or Intentional act or omission of Indemnifying party, Its officers,
employees, consultants agents or contractors, or (Iii) the alleged Infringement
of any trademark, trade name, service mark, copyright, or other intellectual
property right of a third party by virtue of the acts of the Indemnifying party.
The Indemnified party shall (a) notify the Indemnifying party promptly In
writing of any such Claim, (b) provide the Indemnifying party sole control of
and authority over the defense or settlement of such Claim and (c) cooperate
with the Indemnifying party to facilitate the defense or reasonable settlement
of such suit.
7. Release:
5I6Fl will obtain any and all releases, licenses, permits or other authorizations
required to use names, likeness, photographs, copyrighted materials, artwork. or
any other property or rights belonging to third parties in connection with its
516FL Content.
SIBFL represents and warrants that its Content will not infringe or violate the
privacy or rights of any other party.
SIB
8. Choice of Law:
This agreement and the rights of the parties hereunder shall be governed by
the laws of the State of Florida and the parties agree that any appropriate
state or district court located In Miami-Dade County, FL, shall have exclusive
jurisdiction over any case or controversy arising hereunder, and shall be the
proper forum in which to adjudicate such case or controversy.
9. Compliance with Laws:
HCP/Aboard understands and agrees that HCP/Aboard's performance of any
and all services performed pursuant to this Agreement shall, at HCP/Aboard's
expense, fully comply with all federal, state and/or local laws, rules,
regulations and ordinances which may govern or regulate such services,
including, but not limited to the Americans with Disabilities Act and privacy
laws, HCP/Aboard further agrees, at Its own expense, to be solely responsible
for compliance with all federal, state and local laws, rules, regulations, and
ordinances that apply to HeP/Aboard's employment status or HCP/Aboard's
employment relationship with others,
10. Force Majeure:
If the performance by a party of any of its obligations under this Agreement
shall be Interfered with by reason of any circumstances beyond the
reasonable control of that party, Including without limitation, unavailability of
supplies or sources of energy, power failure, breakdown of machinery, or
labor difficulties, Including without limitation, strikes, slowdowns, picketing or
boycotts, then that party shall be excused from such performance for a period
equal to the delay resulting from the applicable circumstances and such
additional period as may be reasonably necessary to allow that party to
resume Its performance. With respect to labor difficulties as described above,
a party shall not be obligated to accede to any demands being made by
employees or other personnel.
11. Attorney's Fees:
In the event any legal action Is taken by either party against the other party
to enforce any of the terms and conditions of this Agreement, each party shall
be responsible for and pay their own attorney's fees.
12. Trademark:
Nothing in this Agreement shall give either party any rights in or to any
copyright, trademark, logos, the service name or trade name of the other party
or Its affiliates and subsidiaries, or In the goodwill connected therewith. Each
party agrees not to use the name, trademark, logos, service mark or other
identification of the other party without prior written approval.
13. Exclusive Printer:
HCP/Aboard Is the exclusive printer and publisher of this Publication and re-
prints or production of additional quantities may only be done by HCP/ Aboard,
as the parties may mutually agree at such time.
If this Letter Agreement correctly sets forth the agreement between all parties with
respect to the printing of the Visitor Guide as set forth herein, please sign below as
Indication of your acceptance and send back to HCP/Aboard.
Sincerely,
dtoM~
Garry Duell, Jr., Publisher
Aboard Publishing, Inc.
Agreed and Accepted:
By:
Date:
Sin
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City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
(305) 949-3113 Fax
MEMORANDUM
TO:
The Honorable Mayor and City Commission
FROM:
Susan Simpson, Cultural and Human Services Director
DATE:
9/16/2010
RE:
Ratification of Agreement with Aboard Publishing for a Visitor Guide
Publication
RECOMMENDATION:
It is recommended that the City Commission consider the ratification of an agreement
with Aboard Publishing to produce and publish a Visitor Guide publication in an amount
not to exceed Sixteen Thousand, Two Hundred Dollars.
REASONS:
The City desires to provide a high quality publication that is mass distributed to primarily
the tourism market with City highlights and City information to promote the City. This
publication will include City services, upcoming events, as well as where to dine, shop,
stay, etc. This agreement provides for 25,000 copies of 1 publication that will be
produced and delivered to the City as follows: 20 text pages *501b Gloss text, 4 cover
pages *801b Gloss text, with a size of 8 3/8" x 10 7/8". The City will provide the
editorial for 12 pages. Additionally, the City will be provided 2 pages of editorial in the
hard cover GMCVB Visitors Guide I Vacation Planner that will be placed in 28,221 hotel
rooms in 173 hotels in the Greater Miami area.
ADDITIONAL INFORMATION:
The Visitor Guide is scheduled to be delivered to the City in December 2010. It will be
the responsibility of Aboard Publishing to solicit advertisers. All advertising sales are
retained by Aboard Publishing.
FUNDING SOURCE:
Funding for this project is budgeted and available in account 10.520.5578.
ATTACHMENTS:
. Resolution
http://sibagenda.sibfl.net/agenda/Preview .aspx?1 temlD=3 3 5 &MeetingID=O&MeetingDate=... 9/9/2010