HomeMy WebLinkAboutR-83-0150J-83-
RESOLUTION NO. -�-�J
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
ENTER INTO A PROFESSIONAL SERVICES AGREEMENT
IN SUBSTANTIALLY THE FORM ATTACHED, WITH RICE
ASSOCIATES TO PROVIDE THE MIAMI CABLE ACCESS
CORPORATION'S INITIAL BOARD OF DIRECTORS WITH
CONSULTANT SERVICES REGARDING THE DEVELOPMENT
OF ARTICLES OF INCORPORATION, BY-LAWS, AND A
FIDUCIARY AGREEMENT BETWEEN THE CITY OF MIAMI
AND THE MIAMI CABLE ACCESS CORPORATION
REQUIRED BY THE MIAMI CABLE LICENSE ORDINANCE
#9332, AND PROVIDING TECHNICAL ADVICE ON
MATTERS RELATING TO PUBLIC ACCESS WITH FUNDS
THEREFOR ALLOCATED IN AN AMOUNT NOT TO EXCEED
$8,000 FROM CABLE TELEVISION FUNDS PREVIOUSLY
APPROPRIATED.
WHEREAS, on October 19, 1981, the City Commission approved
Cable Television License Ordinance #9332; and
WHEREAS, Section 402 of said Ordinance establishes a Miami
Cable Access Corporation to be appointed by the City Commission; and
WHEREAS, said Section also requires that the Miami Cable Access
Corporation (MCAC) shall be incorporated as a corporation not for
profit under the Laws of the State of Florida; and
WHEREAS, the Articles of Incorporation and By-laws are to be
presented to the City Commission for their approval before the
effective date of said incorporation; and
WHEREAS, Resolution No. 82-303 provides that the MCAC enter
into an agreement with the City of Miami to assure that all require-
ments of the City's Ordinance will be carried out by the Board of
Directors of the MCAC; and
WHEREAS, public access on cable television systems in the United
States is a new and developing process; and
WHEREAS, the development of a public access program for the City
of Miami will be unique to the City of Miami; and
WHEREAS, on December 6, 1982, the Initial Board of Directors of
the MCAC voted to approve the selection of Rice Associates as con-
sultants to assist in the development of the required Articles of
Incorporation, By-laws, and the necessary Fiduciary Agreements; and
CITY COMMISSION '
MEETING OF
F E B 10 1983
E3_1rJ
RESOLUTIONNO...... »...«..
REMARKS: .......................
0
WHEREAS, said Board voted that these services should not exceed
$8,000; and
WHEREAS, the preparation of these documents is essential to the
orderly development of the public access process within the City of
Miami;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The City Manager is hereby authorized to execute an
Agreement in substantially the form as attached, with Rice Associates
to provide the Miami Cable Access Corporation with consulting services
regarding the development of Articles of Incorporation, By-laws, and
a Fiduciary Agreement which are required by the Miami Cable License
Ordinance #9332 and with technical advice on matters pertaining to
public access.
Section 2.
An amount not to exceed $8,000 is hereby allocated
from the Miami Cable Access Fund to pay the cost of said consulting -
services.
PASSED AND ADOPTED this i4day of February ► 1983.
ATTEST:
RALPH G. ONGIE, CITY CLI,FIX
PREPARED AND APPROVED BY:
i2oc/ AP -.4 or
ROB RT F. CLARK
DEPUTY CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
e
rR. GARCIA-PEDROSA
ATTORNEY
Maurice A. Ferre
M A Y 0 R
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CITY OF MIAMI
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made this day of , 1982, by
and between the CITY OF MIAMI, a municipal corporation under
the laws of the State of Florida (hereinafter referred to as
"CITY") and RICE ASSOCIATES, INC., 1346 Connecticut Avenue, N. W.,
Washington D. C. 20036, (hereinafter referred to as "CONSULTANT").
W I T N E S S E T H:
WHEREAS, the City Commission, on October 19, 1981, adopted
Ordinance No. 9332 granting a non-exclusive license to Miami
Tele-Communications, Inc. and Americable of Greater Miami, Ltd.
to construct, operate and maintain a cable television system;
and
WHEREAS Section 402(b) of Ordinance No. 9332 provides for
the establishment of an independent non-profit community access
corporation to manage and allocate the use of the non -municipal
public access channels of the system, to support efforts by public
and community groups to use the system's access services; to
develop and produce local programming; and to raise funds to
support the purposes and objectives of the corporation; and
.WHEREAS, the City Commission on April 1, 1982, adopted
Resolution No. 82-303 establishing an independent non-profit
access corporation to be known as the "Miami Cable Access Corporation"
("MCAC") and provided for the appointment of an initial five
(5) member Board; and
WHEREAS, Resolution No. 82-303 allocated $50,000 from the
Miami Cable Access Revenue Fund to be used for the hiring of
a consultant to assist in preparing the Articles of Incorporation
and By-laws for the MCAC; and
WHEREAS, the initial five member Board of MCAC appointed
by the City Commission did meet on September 17, 1982, and on
December 6, 1962, and discussed various options, strategies,
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and reviewed the qualifications of several consultants to determine
the most effective method to accomplish the preparation of the
Articles of Incorporation and By-laws; and
WHEREAS, the MCAC Board has requested that the City of Miami,
on behalf of the Board, enter into an agreement with Rice Associates,
Inc. to provide professional services to the Board at a cost not
to exceed $8,000; and
WHEREAS, the City's Cable Administrator has determined that the
CONSULTANT has the necessary knowledge and experience relative to
cable access corporations to perform the tasks specified in Para-
graph 2 of this agreement; and
WHEREAS, the City Commission adopted Resolution No. on
February , 1983, authorizing the City Manager to execute an
agreement with Rice Associates, Inc. for a sum not to exceed $8,000;
NOW, THEREFORE, the CITY and the CONSULTANT agree as follows:
1. TERM:
This agreement shall commence on the day it is signed by
the City Manager and shall terminate with the completion of the
services described in Paragraph 2, but no later than June 30, 1983.
2. BASIC SERVICES:
a) The CONSULTANT shall provide the following professional
services as a part of this agreement:
Task 1. Review Miami Demographics and Relative
MCAC Documents
This activity involves the review of ascertain-
ment materials, City ordinances and reports, minutes of MCAC initial
Board of Directors meetings, demographic data, lists of the names
and addresses of Miami institutions and organizations, maps, and
other related material. This information will be supplied to the
CONSULTANT by the CITY.
Task 2. Develop MCAC Structure Based on Miami's
Demographics
This activity requires that the CONSULTANT
obtain information from community groups and institutions
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83-:150
which are likely to participate in the development and production
of local programs'. City staff will provide the CONSULTANT with
information about community groups and institutions that have
already expressed a desire to participate in cable access functions.
Information about state code requirements relative to the develop-
ment of the MCAC By-laws, Articles of Incorporation and Fiduciary
Agreements shall be provided to the CONSULTANT by the MCAC attorney.
This activity will not require a visit to Miami by the CONSULTANT.
Task 3. Recommendation Based on Comparative
Evaluation of Cable Access and
Miami's Demographics
This activity requires the preparation
of a formal written report which will, a) evaluate existing cable
access structures, thus providing a discussion of the relative merits
of each structure in terms of the quality and amount of programming,
the accessibility of the system to all segments of the community,
effective management and control, etc., and b) make recommendations
regarding policy, goals, and organizational structure which the
CONSULTANT believes would assist the MCAC provide the residents with
good cable -access programming. This report shall be received by the
MCAC board members at least one week prior to the policy discussion
meeting referred to in Task 4.
Task 4. Policy Discussion Meeting
This activity requires the CONSULTANT
to discuss with the MCAC board the following: the presentation of
the comparative evaluation of existing access structures; review of
structural and goal options available for MCAC; determination of
policies for inclusion in the MCAC By-laws, Articles of Incorporation,
and the Fiduciary Contract. This service will require a trip by the
CONSULTANT to Miami to meet with the MCAC Board and City staff.
3. COMPENSATION:
(a) The CONSULTANT and the CITY hereto agree that the
maximum amount payable under this contract shall not exceed $88000.
The CITY shall pay the CONSULTANT a fee of $4,000 within fourteen
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1
(14) days of the execution of this agreement, with the remainder of
compensation for professional services and expenses payable upon
completion by the CONSULTANT of the professional services specified
in Paragraph 2 in accord with the budget outline presented by the
CONSULTANT to the CITY which is hereby incorporated and made a part
of this agreement as attachment "A". The CITY reserves the right
to request a complete refund of the $4,000 advance payment from
the CONSULTANT if tasks 1 through 3 specified in Paragraph 2 are
not completed by February 28, 1983. The CONSULTANT hereby agrees
to make said refund to the CITY should the CONSULTANT fail to com-
plete tasks 1 through 3 specified in Paragraph 2 by February 28, 1983.
The final payment shall be paid upon submission by the CONSULTANT
of billings at the completion of all tasks; such billings shall be
paid within thirty (30) days of submission. The CITY shall have
the right to review and audit the time records and related records
of the CONSULTANT pertaining to any such billings.
4. TERMINATION OF CONTRACT:
The CITY zstains the right to terminate this Agreement at
any time prior to the completion of the WORK 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 all
WORK performed prior to the date of his receipt of the notice of
termination. Basis for payment shall be as set out. In no case,
however, will the CITY pay the 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 under the terms of this Agreement, then the CITY shall in
no way be obligated and shall not pay to the CONSULTANT any sum
whatsoever.
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In the event the CONSULTANT'S contract is terminated after
the CONSULTANT has received all compensation monies yet prior to
the completion of this Agreement. the CITY reserves the right to
recapture all unspent and unencumbered monies as of the date of
termination.
5. OWNERSHIP OF DOCUMENTS:
All writings, diagrams, tracing, charts, and schedules
developed by CONSULTANT under this Agreement, shall be delivered
to the CITY by said CONSULTANT upon completion of the WORK and
shall become the property of the CITY, without restriction or
limitation on their use. CONSULTANT agrees that all documents,
records and reports 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 119,
Florida Statutes.
It is further understood by and between the parties that
any information, writings, maps, contract documents, reports or
any other matter whatsoever which is given by the CITY to the
CONSULTANT pursuant to this Agreement shall at all time remain the
property of the CITY and shall not be used by the CONSULTANT for
any other purposes whatsoever without the written consent of the
CITY.
6. AWARD OF AGREEMENT:
The CONSULTANTS warrant that they have not employed or
retained any company or persons to solicit or secure this Agreement
and that they have not offered to pay, paid, or agreed to pay any
person or company any fee, commission, percentage, brokerage fee,
or gifts of any kind contingent upon or resulting from the award
of making this Agreement.
The CONSULTANTS are aware of the conflict of interest
laws of the City of Miam (Miami City Code Chapter 2, Article V),
Dade County, Florida (Dade County Code, Section 2-11.1) and the
Florida Statutes and agree that they will fully comply in all res-
pects with the terms of said laws.
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4
In the event the CONSULTANT'S contract is terminated after
the CONSULTANT has received all compensation monies yet prior to
the completion of this Agreement. the CITY reserves the right to
recapture all unspent and unencumbered monies as of the date of
termination.
5. OWNERSHIP OF DOCUMENTS:
All writings, diagrams, tracing, charts, and schedules
developed by CONSULTANT under this Agreement• shall be delivered
to the CITY by said CONSULTANT upon completion of the WORK and
shall become the property of the CITY, without restriction or
limitation on their use. CONSULTANT agrees that all documents,
records and reports 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 119,
Florida Statutes.
It is further understood by and between the parties that
any information, writings, maps, contract documents, reports or
any other matter whatsoever which is given by the CITY to the
CONSULTANT pursuant to this Agreement shall at all time remain the
property of the CITY and shall not be used by the CONSULTANT for
any other purposes whatsoever without the written consent of the
CITY.
6. AWARD OF AGREEMENT:
The CONSULTANTS warrant that they have not employed or
retained any company or persons to solicit or secure this Agreement
and that they have not offered to pay, paid, or agreed to pay any
person or company any fee, commission, percentage, brokerage fee,
or gifts of any kind contingent upon or resulting from the award
of making this Agreement.
The CONSULTANTS are aware of the conflict of interest
laws of the City of Miam (Miami City Code Chapter 2, Article V),
Dade County, Florida (Dade County Code, Section 2-11.1) and the
Florida Statutes and agree that they will fully comply in all res-
pects with the terms of said laws.
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7. NON-DELEGABILITY
It is understood and agreed that the obligations undertaken
by the CONSULTANT pursuant to this Agreement shall not be delegated
to any other person or firm unless the CITY shall first consent in
writing to the performance of such services or any part thereof by
another person or firm. Ms. Jean Rice shall be the principal
Consultant with direct responsibility for all tasks. Support shall
be provided by other members of the CONSULTANT'S staff as required.
8. CONSTRUCTION OF AGREEMENT:
The parties hereto agree that this Agreement shall be con-
strued and enforced according to the laws, statutes and case laws
of the State of Florida.
9. SUCCESSORS AND ASSIGNS:
This Agreement shall be binding upon the parties hereon,
their heirs, executors, legal representatives, successors, and
assigns.
10. AUDIT RIGHTS:
The CITY reserves the right to audit the records of the
CONSULTANT at any time during the performance of this Agreement and
for a period of one year after final payment is made under this
Agreement.
11. INDEMNIFICATION:
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 CONSULTANT'S activities under this
Contract, including all other acts of omissions to act on the part
of the CONSULTANTS, or any of them, including any person acting for
or on his or their behalf.
12. CONFLICT OF INTEREST:
The CONSULTANT covenants that no person under its employ
who presently exercise any functions or responsibilities in con-
nection with this Agreement has any personal financial interests,
direct or indirect, in this Agreement. The CONSULTANT further
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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.
13. INDEPENDENT CONTRACTOR
That the CONSULTANTS and its employees and agents shall be
deemed to be an independent contractor, and not an agent or employee
of the CITY, and shall not attain any rights or benefits under the
Civil Service or Pension Ordinance of the CITY, or any rights gene-
rally afforded classified or unclassified employees; further he/she
shall not be deemed entitled to Florida Worker's Compensation bene-
fits as an employee of the CITY.
14. AMENDMENTS:
The CITY may, from time to time, require changes in the
scope of the fervices to be performed hereunder. Such changes,
including any increase or decrease in the amount of the CONSULTANT'S
compensation, which are mutually agreed upon by and between the
parties shall be incorporated in written amendments to this Contract.
IN WITNESS WHEREOF, the parties hereto have caused these
presents to be executed by the respective officials thereunto duly
authorized, this the day and year first above written.
Witnesses:
Attest:
City Clerk
CONSULTANTS
RICE ASSOCIATES, INC.
By:
• Jean Rice, President
(SEAL)
CITY OF MIAMI, a municipal
corporation of the State
of Florida
8y:
City Manager
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W
APPROVED AS TO FORM AND CORRECTNESS:
Jose Garcia -Pedrosa
City Attorney
4
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APPROVED AS TO FORM AND CORRECTNESS:
Jose Garcia -Pedrosa
City Attorney
M1
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ATTACHMENT "A"
RICE ASSOCIATES, INC.
BUDGET OUTLINE
Proposed Tasks:
Task 1. Review material furnished to consultant by City
staff (TCI ascertainment, demographics, community organization
lists, etc.); initial formulation of project.
Estimated Cost:
Professional time ..... 2 days @ $520 per day ..... $10,040
Task 2. Meetings by telephone and in Washington, D.C. with:
MCAC attorney and City staff re performance contract (state code
requirements, structure, content, etc.); community groups, insti-
tutions, and City staff re special needs to be addressed in MCAC
structure.
Estimated Cost:
Professional time ..... 4 days @ $520 per day ..... $2,080
Expenses:
Telephone . . . . . . . . . . . . . . . ease* $ 2 5 0
Task 3. Comparative evaluation of existing access structures
around the country; design structure and goal options for MCAC.
A written report of not more than 20 pages containing various options
and goal and policy -related concepts is to be received by the
Members of the Board at least one week prior to the meeting at
which the Task 4 policy discussion is to take place.
Estimated Cost:
Professional time ..... 4 days @ $520 per day ..... $2,080
Expenses:
Word Processing ..... Goes. ..... $100
Estimated Timetable:
It
By February 28, 1983
Task 4. Policy discussion with MCAC Board: presentation of
evaluat on of existing access structures; review of structural and
goal options available for MCAC; determination of policies for
inclusion in the MCAC By-laws, Articles of Incorporation, and the
Fiduciary Contract.
Estimated Cost:
Professional time ..... 2 days @ $520 per day ..... $1,040
Expenses:
Transportation ....e Geoff .sees $275
Per diem .. .. . Goofs ... e . ... . . 160
Estimated Timetable:
March 7, 1983
BUDGET RESERVE
Upon prior approval of the City's Cable Administrator, the
Consultant may draw upon this reserve for unanticipated costs.
83-150
$975
ATTACHMENT "A"
RICE ASSOCIATES, INC.
BUDGET OUTLINE
Proposed Tasks:
Task 1. Review material furnished to consultant by City
staff (TCI ascertainment, demographics, community organization
lists, etc.); initial formulation of project.
Estimated Cost:
Professional time ..... 2 days @ $520 per day ..... $1,040
Task 2. Meetings by telephone and in Washington, D.C. with:
MCAC attorney and City staff re performance contract (state code
requirements, structure, content, etc.); community groups, insti-
tutions, and City staff re special needs to be addressed in MCAC
structure.
Estimated Cost:
Professional time ..... 4 days @ $520 per day ..... $2,080
Expenses:
Telephone ..... ..... ..... ..... $250
Task 3. Comparative evaluation of existing access structures
around the country; design structure and goal options for MCAC.
A written report of not more than 20 pages containing various options
and goal and policy -related concepts is to be received by the
Members of the Board at least one week prior to the meeting at
which the Task 4 policy discussion is to take place.
Estimated Cost:
Professional time ..... 4 days @ $520 per day ..... $2,080
Expenses:
Word Processing ..... ..... ..... $100
Estimated Timetable:
By February 28, 1983
Task 4. Policy discussion with MCAC Board: presentation of
evaluation of existing access structures; review of structural and
goal options available for MCAC; determination of policies for
inclusion in the MCAC By-laws, Articles of Incorporation, and the
Fiduciary Contract.
Estimated Cost:
Professional time ..... 2 days @ $520 per day ..... $1,040
Expenses:
Transportation ..... ..... ..... $275
Per d h em . . .. . . . . .. ... . . .. • . . 160
Estimated Timetable:
March 7, 1983
BUDGET RESERVE
Upon prior approval of the City's Cable Administrator, the
Consultant may draw upon this reserve for unanticipated costs,
83-iSC+
$975