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HomeMy WebLinkAboutR-86-0954J-86-948 ip RESOLUTION NO.86"`954 A RESOLUTION DECLARING THE FILM INDUSTRY TO BE AN IMPORTANT PART OF MIAMI'S ECONOMIC FUTURE; AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH THE FILM SOCIETY OF MIAMI, INC. IN THE AMOUNT OF $509000 TO HAVE SAID FIRM FORMULATE AND IMPLEMENT A MARKETING EFFORT FOR PROMOTING MIAMI AS AN INTERNATIONAL FILM CENTER, WITH MONIES THEREFOR ALLOCATED FROM CITY-WIDE ECONOMIC DEVELOPMENT FUNDS INCLUDED IN THE FY 1986-87 DEPARTMENT OF DEVELOPMENT BUDGET. WHEREAS, an important part of local economic development is assisting growth industries to locate and expand within the City; and WHEREAS, film making is a growth industry in South Florida, with Miami gaining international importance as a City where films are increasingly made and premiered, making the film industry and important part of Miami's economic future; and WHEREAS, the Film Society of Miami, Inc is hosting a ten day International film event showcasing the connection of the film industry with Miami resources; and WHEREAS, City Commission has been respectfully requested to provide City support in the form of a grant for this ten-day international film event in an amount not to exceed $50,000 from funds approved as part of the FY 1986-87 Department of Development budget with monies to be used to further promote and develop the City as a film production and market center; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: CITY come $h MEETING OF NOV 25 1986 UMr..4 WS; 'M Section 1: The film industry is hereby declared to be an important part of Miami's economic future, and the need for the City to capture a greater share of this growth is hereby recognized. Section 2: The City Manager is hereby authorized to execute an agreement with the Film Society of Miami, Inc, in a form acceptable to the City Attorney, in an amount not to exceed $50,000, to have said firm undertake marketing and promoting of Miami as a film center and film event host city with monies therefor allocated from City -Wide Economic Development Program funds included in the FY 1986-87 Department of Development Budget. PASSED AND ADOPTED this 25thday of November, 1986. ATTEST, &_ o� PREPARED AND APPROVED BY: et" _/.&4,C, CHIEF DEPUTY CITY ATTORNEY APPROVED AS 10 FORM AND CORRECTNESS: • vvvv��..n� � , 1 lb j PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this day of , 19869 by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, hereinafter referred to as "CITY" and FILM SOCIETY OF MIAMI, INC., a non-profit Florida corporation, hereinafter referred to as "CONSULTANT", to perform certain R E C I T A L S: WHEREAS, the CITY is desirous of securing services to promote and expand the presence of the film industry within the City of Miami hereinafter referred to as "WORK PROGRAM", which is to be rendered by the CONSULTANT; and WHEREAS, the CONSULTANT is capable and desirous of performing such service and other allied tasks as might be desired by the CITY: NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: I. TERM The term of this Agreement shall be from November 28, 1986 through September 30, 1987. II. SCOPE OF SERVICES A. The CONSULTANT shall be under the general supervision of the Director of the Department of Development and under the direct supervision of the Assistant Director for Economic Development. B. In executing the WORK PROGRAM for the City of Miami, the CONSULTANT shall undertake the following activities: -1- 1. Plan and implement a marketing campaign directed at the film industry that promotes Miami as a film production center and as a host city for film -related events. Campaign shall include an advertising campaign in industry publications, distribution of press kits to international media, contacts with media publication editors to promote stories on film production and industry events in the City, and a marketing presence at established industry events. C. The CITY agrees to supply, only as might be readily available, background information to assist the research. D. The CONSULTANT shall devote the necessary reasonable time in the rendering of such services and documents as may be required. E. The CONSULTANT shall provide its own office and work space. III COMPENSATION A. The CITY shall pay the CONSULTANT, as maximum compensa- tion for the services required, pursuant to Paragraph II hereof, Fifty Thousand Dollars ($50,000). Be Such compensation shall be paid on the following basis: 1. Upon submittal of a detailed plan, budget and expense/payment schedule for the above activities; as described in Paragraph II hereof, and following review and acceptance of said submission; the CITY will initiate an advance payment in an amount not to exceed of twenty five thousand dollars ($259000.00). 2. Upon satisfactory completion of remaining portions of the WORK PROGRAM, as defined in Paragraph II hereof, the City will initiate payment in the amount of Twenty five Thousand Dollars ($259000.00) inclusive of all expenses. IV. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS Both parties shall comply with all applicable laws, ordinances and codes of federal, state and local governments. V. GENERAL CONDITIONS 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 same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI John Gilchrist Director CONSULTANT Christina Del Valle President Department of Development Film Society of Miami; Inc. City of Miami 7600 Red Road/Suite 307 P.O. Box 330708 South Miami, FL. 33143 Miami, FL. 33233-0708 B. Title and paragraph headings are for convenient reference and are not a part of 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 rule. D. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any provision hereof, and no waiver shall be effective unless made in writing. E. Should any provisions, paragraphs, sentences, words or phrases 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 of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order li to conform with such laws, or if not modifiable to conform with k such laws, then same shall be deemed severable, and in either F event, the remaining terms and provisions of this Agreement shall <: 11. F�• VI. OWNERSHIP OF DOCUMENTS All documents developed by the CONSULTANT under this Agreement shall be delivered to the CITY by said CONSULTANT upon completion of the services required pursuant to paragraph II hereof and shall become the property of the CITY; without restriction or limitation on their use. The CONSULTANT agrees that all documents maintained and generated pursuant to this contractual relationship between the CITY and CONSULTANT shall be subject to all provisions of the Public Records Law; Chapter 1199 Florida Statutes. It is further understood by and between the parties that any documents or objects which are given by the CITY to the CONSULTANT pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by the CONSULTANT for any other purpose whatsoever without the written consent of the CITY. VII. NON-DELEGABILITY The obligations undertaken by the CONSULTANT pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless the CITY shall first consent in writing to the performance or assignment of such services or any part thereof by another person or firm. The CONSULTANT agrees that there shall be no subcontracts in connection with the Agreement without the prior written approval of the CITY and that all such subcontractors or assignees shall be governed by the terms and intent of this Agreement. Anyone hired by the CONSULTANT (subcontractor or any other expense) is solely the responsibility of the CONSULTANT. Nothing stated herein will create an obligation on the part of the CITY to compensate the subcontractor. VIII. AUDIT RIGHTS The CITY reserves the right to audit the records of the CONSULTANT pertaining to any billings to the CITY for time or G expenses at any time during the performance of this Agreement and for a period of one year after final payment is made under this. Agreement. t -4- IX. AWARD OF AGREEMENT The CONSULTANT 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 the CITY any fee; commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. X. CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. XI. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein; their heirs; executors$ legal representatives, successors, and assigns. XII. INDEMNIFICATION The CONSULTANT shall indemnify and save the CITY harmless from and against any and all claims, liabilities, losses; and causes of action, which may arise out of the CONSULTANT's activities under this Agreement; including all other acts or omissions to act of the CONSULTANT; including any person acting for or on its behalf, and from and against any orders; judgments or decrees which may be entered, and from and against all costs; attorney's fees, expenses and liabilities incurred in the defense of any such claims, or the investigation thereof. XIII. CONFLICT OF INTEREST The CONSULTANT covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial direct or indirect in the work product of this interest, Agreement. The CONSULTANT further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of the CONSULTANT or its employees must be disclosed in writing to the CITY. The CONSULTANT, in the performance of this Agreement, Shall be subject to the more restrictive law and/or guidelines regarding conflict of interest promulgated by federal$ state or local government. The CONSULTANT is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 29 Article V); Dade County Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it will fully comply in all respects with the terms of said laws. XIV. INDEPENDENT CONTRACTOR The CONSULTANT and its employees and agents shall be deemed to be independent contractors, and not agents or employees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the CITY, or any rights generally afforded classified or unclassified employees; furthermore, its agents or employees shall not be deemed entitled to the Florida Workers' Compensation benefits as an employee of the CITY. XV. TERMINATION OF AGREEMENT The CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to paragraph II hereof without penalty to the CITY. In that event, notice of termination of this Agreement shall be in writing to the CONSULTANT, who shall be paid for those services — • , performed prior to the date of its receipt of the notice of termination. In no case, however, will the CITY pay the �4 CONSULTANT an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the CONSULTANT that any payment made in accordance with this Section to the CONSULTANT shall be made only if said CONSULTANT is not in default under the terms of this Agreement. If the CONSULTANT is in default, the CITY shall in no way be obligated and shall not XVI. NONDISCRIMINATION The CONSULTANT agrees that it shall not discriminate as to race, sex, color, creed, age, national origin; or handicap; be excluded from the participation in, be denied benefits of; or be subjected to discrimination under any program or activity receiving federal financial assistance. XVII. MINORITY PROCUREMENT COMPLIANCE The CONSULTANT acknowledges that it has been furnished a copy of Ordinance No. 10062, the Minority and Women Business Affairs and Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. XVIII. CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability • of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds, and/or change in regulations. XIX. DEFAULT PROVISION In the event that the CONSULTANT shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein; then the CITY; at its sole option and upon written notice to the CONSULTANT, may cancel and terminate this Agreement; and all payments, advances, or other compensation paid to the CONSULTANT by the CITY while the CONSULTANT was in default of the provisions herein contained, shall be forthwith returned to the CITY. In the event that the CITY fail substantially to perform in accordance with this agreement, the CONSULTANT may terminate the Agreement by written notice. Failure to substantially perform includes the failure to pay the CONSULTANT within thirty (30) days of the date payment is due. XX. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and -7- yw i s t- f only Agreement of the parties hereto relating to said grant and correctly set forth the 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 are of no force or effect. XXI. AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized, this day and year first above written. CITY OF MIAMI, a Municipal Corporation of the State of Florida ATTEST: By MATTY HIRAI CESAR H. ODIO CITY CLERK CITY MANAGER CONSULTANT: Christina Del Valle, President Film Society of Miami, Inc. ATTEST: By Corporate Secretary APPROVED AS TO INSURANCE REQUIREMENTS: DIVISION OF RISK MANAGEMENT City Attorney C( APPROVED I FORM AND -8- B 4 a CITY OF MIAMI, FLORIDA INTER4DP1rIC[ MEMORANDUM T: Honorable Mayor and Members of the City nww: Cesar H. Odio City Manager DAM NOV 1910 OnUt: 1� Commission s"JEc' Film Industry Development Resolution authorizing the City Manager'to execute REFERENcttn Agreement November 259 1986 Commission ENcLOsumA9 e n d a !- RECOMMENDATION: It is respectfully recommended that the City Commission adopt the attached resolution declaring the film industry to be an important part of Miami's economic future; recognizing the need for the City to take measures to capture a greater share of this growth industry; declaring the Film Society of Miami, Inc. to be a sole -source supplier for the assistance needed; authorizing the City Manager to execute an agreement, in a form acceptable to the City Attorney, with the Film Society of Miami, Inc. in the amount of $120,000 to have said firm formulate and implement a plan and marketing effort for expanding the film industry in the City, with monies therefor allocated from City-wide economic development funds in the FY 1986-87 Department of Development Budget. BACKGROUND: The Department of Development has analyzed this request for funding. This action will put the City in a more active role in the development of the film industry in the City, including this as part of the City's overall economic development efforts now being coordinated through the Department of Development. The City has been a past economic beneficiary of South Florida's growth in film production expenditures, however no concentrated efforts have been mounted to specifically build a permanent film - related industrial base within the City. Conditions now appear to be right to establish a such a base around a wide range of film making support businesses and around an annual market/trade show. Recognizing that the City does not have available staff with specialized knowledge of the film industry, it is recommended that the Film Society of Miami be contracted with to act as an agent for the City in film development within the City. The Film Society of Miami has proven itself to be an effective organizer and manager in the staging of annual film events, and as a non- profit entity, it has the ability to tap other public and private sources of funding to supplement the recommended City support. Moreover, the Film Society has established ties to the national Honorable Mayor and Members of the City Commission Page 2 and international film industry, distribution companies. including production and The Film Society, in consultation with the Department of Development, has outlined a plan to build Miami as a film marketplace, beginning with a small film market/film forum in the City in FY 1986-87. Also, a media campaign promoting Miami as a film center and as a Film Festival host city for film related events would be staged in industry publications. In addition, specialized research.would be undertaken to identify the economic benefits of the film industry for Miami and specific ways to generate additional film -related business activity, including the possible development of a "film zone" in the City which could become a concentration of film related businesses. The detailed budget and film industry development activities for FY 1986-87 is attached, the major item being the film market/film forum. Basically, a film market is an event where film producers display and promote arrangements for the release and distribution of their latest completed or in -production films into various markets. It is a highly specialized trade show between the producers and distributors. Major international film markets are held annually in Cannes, Berin, Milan, New York and Los Angeles. Growth in local film production and independent film companies, as well as growth in film distribution to Latin America, gives Miami great potential for becoming a significant international film marketplace. Such a marketplace would bring the top film production companies to the City on a regular basis, further promoting the City as a film -making center. Under Section 18-52.8 of City code, it is recommended that the Film Society of Miami, Inc. be declared and approved as a sole - source supplier for the proposed services, which require unique and specialized expertise unlikely to be obtained from any other source. Requirements for public notice and disclosure will have been completed by November 25, 1986. Attachments: Proposed Contract Activities Proposed Resolution