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HomeMy WebLinkAboutR-96-0617J-96-9i3 8/12/96 9 6 — 617 RESOLUITION NO. A RRSOLUTION, WITH ATTACHkWT (S) , AUTHORIZING THE CITY MANAGER, TO EXECUTE A. PROFESSIONAL SERVICTS AGARMUMT, IN SUBSTAWIALLY THE ATTA D FORA, WITH ACaKINISTRATIVR MLISHING SZRVICRS (A. P . S .) FOR THE PRODUCTION OF ANNUAL REPORTS FOR THE DEPART Wr OF FIRR-RESK.ME, PRODUCTION OF SAID REPORTS TO BE AT NO COST TO THE CITY OR SAID DEPARTMENT; FURMI R AUTHORXZING THE CITIVT KiWAGER TO ACCEPT A. DONATION, IN ISE UIOU'NT OF $15, 009, FROM A. FJ a . TO SUPPORT FUTURE FIRE -RESCUE PROJECTS. WHEREAS, the Department of Fire -Rescue publishes a departmental annual report each year reflecting operational statiati.cs, highlightinq achievements, and defining progress made during the previous year; and REAS, these reports are produced at a substantial cosh to the,Department; and WHEREAS, Administrative Publishing Services (A.P.S.), a Florida Corporation; is a subsidiary or affiliate of S.S..A., Inc . , a Swiss corporation, that has substantial experience in the publication of annual reports, yearbooks, and ether publications for go%rexnmental agencies and civic organization, ,and has proposed to produce the :tire -Rescue annual report at no cost to the City or the Department; and IATTACHMENT (S)l I CONTAINED CTTr Common on M STING OF R s.oludoan No. 96 617 +�.s.o-.r.�wwvswnnw•..wi..� W(ERRAS A.P.S. w*ill sell advertising to underwrite the production coat of the p,.Lblication; and 4 WM A.S, said advertising efforts will be under the complete control of the Department to assure appropriateness and political correctneso; and, MMR AS, ,A.R.$. will realize their profit from the advertising sales and, in turn, will make a $1.5, 000 donation to the Department to support future projects; and WHEREAS, this project will produce a cost ,savings to the Department, and facilitate the production of annual reports and other publications; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF "I+9IAMI, FLORIDA: i Section :L. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is hereby authorized to execute aProfessional Services Agreement, in a farm acceptable to the City Attorney, with Administrative Publishing Services (A.P.S.), for the production of annual reports for the Department of Vire-Rescue production of said reportto be at no cost to the City or said Department. Section 3. Further authorizing the City Manager to accept a donation', in the amount of $15,000, from A.P.S. to support future Fire-geacue projects. 11. 96_ 61.1 LAI Section 41. This Resolution shall become effective ivvnediately upon its adoption. PASSED AND AiDOMD this 120 y day of 5eytember 1996. �ryy���fyy��y ryryTT 77 I� \.d'►ROLiLBO, MAYOR ATMST: / WALTER J. F r CF2`Y CLH TPREPAf 33D AND APPROVED BY: 1 ca z -S zw ASS TANT CIT � A EY A13PROVED AS TO FORM AND CORPSCIIJSSS : W 1029:CSI6:QRS 96" 617 -,1 6A \ THIS AGREEMENT is made and entered into this _y_ day of 1996 by and between Administrative Publishing Services, a Florida corporation ("Publisher") and the City of Miami, a Florida municipal corporation ("City+'). RECITALS A. Publisher is a subsidiary [or affiliate] of S.E.A.., Inc., a Swiss corporation haying substaa dal experience in the publication of annual reports, yearbooks, calendars and similar publications for governmental entities and civic organizations. B. Publisher finances the publications by the sale of advertisement. C. The City ", shes to use the services of Publisher for the publication of the Annual Report of the City of Miami Department of Fire & Rescue Services (the "Zaire Department") and Kiblisher wishes to provide the services to the City wder the terms and conditions set forth in this Agreement. NOW, T1 ZEIEFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties agree as follows; ARTICLE I. "��QPE OF fiEitWeCES Publisher agrees to publish the 199—.,, Annual Report of the Fire Department (the "Work") n its sole cost and expense (the `Services"). 96- 617 R. Cily's. R_� nsibilit'es. City agrees: 1. To prepare, edit, furnish and deliver to Publisher, within following full execution of this Agreement, the text of 13 UN 1230M.00C the Work. 2. To read and revise the proofs of the Work promptly upon their receipt from Publisher and to return the same without delay. , s R n ibiiitt_y. Publisher agrees: 1. To print and publish the Work in the forth of a yearbook, in accordance with the specifications attached hereto as Exhibit "K' (the "Yearbook"). 2. To complete the Services within � months following its recent of the Work from City. z. To deliver to the City, for its approval, all proposed advertisement and all other material to be included in the Yearbook, in accordance with', the provisions of Section below. 4. To submit to the City, for its approval, the final proofs of the Yearbook prior to its publication. 5. To give to the City ,— copies of the Yearbook for its own use. 2 96— 617 1i ARTICLE 11 m, ColUMmMim. City -,hall not pay to Publisher any compensation for its peribrivance of the Services. It is understood and agreed that Publisher shall perform they SeMces at its sole cast and expense. & Adyggisement. Publisher shall have the right to sell advertisement space in the V ear'book provided, however, that all advertisement material shall be subject to City's approval. The City shall have the right to refuse any advertisement material which it considers to be inappropriate in its reasonable judgment, Publisher shall not publish any advertisement material that has not been previously approved by the City. The City agrees to approve or disapprove all advertisement material submitted by Publisher within days following its r+.ceipt. The Director of the Fire Department is hereby designated as the City's representdtive for this purpose. C. Ppnataor. iPubhsher shall donate to the Fire Department the such of $15,000 not later than ARTICLE III EXCLUSIVITY City agrees not to furnish to any other publisher the Work, unless this Agreement has been terminaW for cause in accordance with the provisions of Article V below. v r-w t Y3oRs.DPc 3 96 - 617 ARTICLE IV Publisher shall have the right to distribute the Yearbook to any governmental office or civic organization within the United States, free of charge, and without Crity's approval ARTICLE V DEFAI.T In the event of a default on the part of the Publisher, the City, in addition to all other remedies available in equity and at law, may tenninate this Agreement upon ten (10) days prior written notice to Publisher,. ARTICLE V1 CClMPLIANE�ITH FEDERAL. STATE AND LOCAL L.A'Nl'� Both parties shall comply with all applicable laws, ordinances and codes of federal, state and local governments. ARTICLE VII NONDELEGABILITY The obligations of Publisher under this Agreement shall not be delegated or assigned to any other person or firm without the Eity's prior written consent, which may be granted or withheld in C'ity's solc discretion. ARTICLE V1II AUDIT RIGHTS The City reserves the right to audit the records of Publisher pertaining to this Agreement at any time during the term hereof and for a period of three (3) years after the Services are completed. r°r:w:7 ac.►as-EM 4 96-- 617 IX AWA" OF AC`tR ENIE NI 'Publisher warrants that it has not employed or retained any person employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by Publisher any fee, commission percentage, brokerage flee, or gift of any kind contingent upon or resulting from the award of this Agreement. X C N'I'R C'E _QF f4GREEMfEi`J This Agreement shall be construed and enforced according to the laws of the State of Florida. XI SUCCESSORS AND A5SI NS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors and assigns. XII Z DE-hR IFTCA'I" I©N Publisher shall indemnify and save the City harmless from and against any and all c1mms, liabilities, tosses, and causes of action which may arise out of Publisher's performance under this Agreement, including, all other acts or omissions to act. on the part of Publisher or any person acting for or on its behalf, and, from and against any and all orders, judgments, or decrees which may be entered and from and against all costs, h-r:ws=as.rx. g 96 - 617 t attorneys' fees, expenses and liabilities incurred in the defense or any such claims, or in the investigation thereof. X11.1 QNF4?1T�lTIZST Publisher covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any persorml financial interest, direct or indirect, in the City. Publisher further covenants that, in the perfcrmarme of this Agreement, no person having such conflicting interest shall be employed. Arty such interests on the part of Publisher or its employees, must be disclosed in writing to the City. Riblisher is aware of the conflict of interest laws of the City of Mianti (1Vliarni Code Chapter Z, Article V), Dade County, Florida (Dade County Code Section 2-11.1 and the State of Florida, and agrees that it shall fully comply in ail respects with the terms of said laws. XIV 2QEPiENDE'NT CONT TOR Publisher and its employees and agents shall be deem, ed! to be independent contrwors, and not agents or employees of the City, and shall not attain any rights or benefits umdenr the Civil Service or Pension Ordinances of the City, or any rights generally affierded classified, or unclassified employees. €:•rV 123anfi.0x XV NQNDIS MINATUN Publisher agrees that it shall not discriminate as to rase, sex, color, religion, age, national origin, marital status or handicap in connection with its performance under this Agreement. XWI MINIORILY PROD 1� NT NWLIAN- Publisher acknowledges that it has been furnished a copy of Ordinance No. 10538, the Minority, Procurement Ordinance of'the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. 3 VII ENTIRE A -MI M N! This instrument and its attachments constitute the sole and only agreement of the parties hereto relating to the subject hereof and sets forth they rights, duties, and obligations of, each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement art; of no Torre or effect. XVIII Ai�EI?e��JT� No arrrendments to this Agreement shall be binding on either party unless in writing and sued by both parties. Fr:;a W0RS-DM 7 96- 617 xix MIS'ELtLA 0 " A. All notices or other communications which shall or may be given pursuant to this agreement shall be in writing and shall be delivered by personal service, or by registered mail. addressed to the other party at the address indicated herein or as the came may be changed f om time to time. Such notice shall be deemed given on the day on which personally served; or, if any mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF NUAMI 444 S.W.,2nd Ave, IOth Floor PUBLISHER Administrative Publishing Services Niiam*, Florida 33133 B. Title and paragraph headings are for convenient reference and are not a partof this Agreement. C. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall mete. D. No waiver or breach of any provision of this Agreement shall constitute a waiver of vy subsequent reach of the same or any other provision hereof, and no waiver shall be et`fective unless made in writing. E. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City EIM 123OR3.i 9W, 8 96- 617 0 of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws. then same shall be deemed seversile, and in either event, the remaining terms anti provisions of this Agreement shall remain anrnodified and in Foil force and effect, IN WITNESS VAMP E`OF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duty authorized, this the day and year first above written. ATTEST:' WALT ER FOEMAN City Clerk ATTEST: Secretary CITE' OF MIAMI, at Florida municipal corporation CESAR H. OL?IO City Manager ADMINISTRATIVE PUBLISHING SERVICES, a Florida Corporation Ate: APPROVED AS TO FORM AND APPROVED AS TO [NSURANCE CORRECTNESS, REQUIIEW.NTS: A. QUINN Jt7MES, lII FRANK K. ROL LASON, Deputy Chief City Attorney Chief of Risk Management rr.w}aae.rxx� 9 96- 617 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM CA-13 TO Honorable Mayor and Members DATE August 7, 1996 r�Lti of the City Commission SUWECT AdmiMstrative Publishing Services (A.F.S.) FROM : r Cesar REFERFNCES . City ENCLOSURES RECOMMENDATION: MENDATION: It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the City Manager to execute a Professional Services Agreement in a form acceptable to the City Attorney with Administrative Publishing services (A.P.S.) at no expense to the City for the production of an annual reporticentennia3 yearbook for the Department of Fine -Rescue and further authorizing the City Manager to accept a donation in the amount of $15,000.00 from A.P.S. to support future Fire -Rescue proje�:ts. BAC9CGR(.k'CJP+tD; As part of nomtal depattnsental operations, the Fire Deparmt.ent publishes an annual report at a substantial annual cost. Administrative Publishing Services, a Florida corporation which has subsW ial experience in the puiWiration of annual report.,, yearbooks and other publications for governmental and civic ocgani ation has proposed to produce the Fire -Rescue Annual Report/Centennial Yearbook at no cost to the City or to the Department. Adminiirrative Publishing Services will sell advertising within the book to widemrite the production cost of the publication. The said advertising will be under the complete control of tht Department of Fire - Rescue to insum tastefulness and political correctness. As part of this endeavor (A.P.S.) will realize a profit from the sale of advertising and in turn will make a S15,000 donation to the Department of Fire - Rescue to support .future projects. This publication, while producing a cost savings, will also serve as a public relations and information tool for the Department and the City. In addition to providing sufficient copies of the publication for Fire Department use, the company has offered to distribute the publication to various fire departments throughout the State of Florida, the Nation and other governmental agencies. 96- 617'