Agreement with Seth Bramson aaly- �� 3
AGREEMENT BETWEEN TH-E CITY OF MIAMI BEACH LAND SETH
H. BRAMSON CONTRACT NO.
THIS AGREEMENT, is entered into this_day of 2014, by and between
the CITY OF MIAMI BEACH, a Florida municipal corporation located at 1700 Convention
Center Drive, Miami Beach, Florida 33139, Attention: City Manager.(hereinafter referred to as
"City') and SETH W BRAMSON, an individual, residing at 330 N.E. 96th Street, Miami Shores,
Florida 33138 (hereinafter referred to as"Authors). City and Author shall be collectively referred
to herein as("Parties")
WHEREAS, the City desires to.retain a writer to create a book which will capture the
City's history and provide a-medium to inform residents and the general public about the City's
rich and distinctive culture and to express the uniqueness of the City as it approaches its
Centennial year, and
WHEREAS, the Author is a renowned writer of 22 previous books and close to 200
artictes,`and ha§a#-cx lection`of historical and contemporary photographic images and artifacts
relating to the-Cityy-of Wamt Beach and its predecessors, and has expressed the desire and
ability to write said book, the title of which shall be agreed upon by the City and Author
(hereinafter referred as the"Boole); and
WHEREAS, the Author vifill work with the City administration to prepare and finalize a
publication schedule for the Publisher, in order to deliver a final daft of the Book to the City
administration and the Publisher on or before December 30, 2014, and
WHEREAS,the City will decide upon a Publisher at the earliest date possible, and
WHEREAS,the City has selected Seth H. Bramson to author a book in honor of the
City's Centennial Anniversary, as well as providing the following additional services, in
connection with the City's Centennial Anniversary;to wit:to write a monthly centennial
monograph;to assist in the creation of historical exhibitions; and to further accept the
designation as the City's Centennial Historian(these additional services shall be collectively
referred to herein as"Additional Centennial Services").
NOW THEREFORE, as part of the consideration for this Agreement the City and the
Author hereby declare and agree to the following:
1. ecltals. The above recitals are incorporated herein as if fully set forth herein.
2. T9 1M. The tern of this Agreement is for the specific purpose of writing a Book, the title
Of which shall be agreed upon by the City and Author, and shall terminate upon completion of
the Book's release and signings, unless terminated sooner in writing by the parties pursuant to
paragraph 11. Notwithstanding the foregoing,the Additional Centennial Services will be carried
out at no charge to the City, but at no expense to Author, following the Final Payment to Author
and upon delivery of the Book to the City, upon reasonable advance notice and Author's
availability, for as long as the Author remains in good health and can perform the details of the
Additional Centennial Services requested of him. The details of the Additional Centennial
Services include, without limitation, preparing speeches and performing lectures throughout the
Centennial year to raise awareness of Miami Beach and its history;.providing assistance in the
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preparation of exhibits featuring the City's history* which can be circulated throughout the
community and displayed at various events and public facilities; and providing advice and input
on matters relating to and regarding the City's history.
3. Atiffioes Obiigadons. The Author shall perform the following Services:
(a) Submit the title for the book for approval by the Mayor and City Manager on or
before the final draft of the Book is ready; and
(b) Provide the City, for its review, comments, and approval, a copy of the final draft
of the Book, inclusive of all illustrations prior to submittal to the publisher; and
(c) Use photographs from Author's personal collection of vintage and contemporary
photographs and images and other artifacts, as well as those submitted by the
City and other interested parties; and
(d) Provide a completed draft of the Book to the Publisher by December 30, 2014.
The Author shall coordinate and solicit comments and obtain approval from the
City regarding the selection of the photographs to be submitted to the Publisher
by December 15, 2014; and
(e) Assist the City in preparing an inaugural press release relating to the"kick-off" of
the City's Centennial celebration; and
(f) Assist the City in organizing public Book release(s) and signing(s) at mutually
agreed to dates, times and locations. City shall coordinate the scheduling of the
Book release and signing events with the Author. The Author shall make himself
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available but will not be compensated for his appearance(s) at said events held
within the City or at events following the publication of the Book; and
(g) Providing the Additional Centennial Services, based upon reasonable advance
notice and Author's schedule, for as long as the Author remains in good health
and can perform the details of the Additional Centennial Services.
4. Cites Obligations.
(a) Select a publisher and notify Author of the identity and contact information for
publisher with sufficient time for Author to fulfill his obligations hereunder,and
(b) Coordinate with the Author the review, approval and delivery of photographs to
Publisher, and
(c) Pay for the cost of publication of the Book, shipping and handling of the Book to
one or more locations of the City's election, and any and all other costs related to
publication and delivery of the Book; and
(d) Pay for the cost of reproducing all photographs selected and approved jointly by
the Author and the City prior to submission to the Publisher, and
(e) The cover stock and the type of pages to be used by the publisher in the Book
will be determined by the Mayor and City Manager; and
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(f) Cooperate in good faith with Author to implement the terms and conditions of this
Agreement.
5. Compensation.
(a) As the entire compensation ("Compensation°) under this Agreement and during the
term of this Agreement, in4batever capacity rendered, the City shall pay Author a
total fee of Twenty-Five Thousand Dollars ($25,000), of which Eighteen Thousand
Dollars ($18;000) {°Author's Net Compensation") will be paid to the Author in three
(3) Increments as follows: Six Thousand Dollars ($6,000) as a retainer fee upon
execution of the Agreement (Initial Payment); Six Thousand Dollars ($6,000) upon
the Author's delivery of the final draft of the Book to the Publisher(Second Payment),
and-Six'Thousand Dollars ($6,000) upon the delivery of the published Book to-the
City(Final Payment). As part of this agreement the Author specifically requests that
the balance(s) of his 'Compensation, in the amount of Seven Thousand Dollars
($7,000) be considered as a donation to the City of Miami Beach, and disbursed as
Wows: From the -initial Payment, $2,333.00 is to be donated to'the Police
Department and/or the Fire Department, at the discretion of the City Manager From
the Second Payment, $2,333.00 Is to be donated to the Recreation Department;
From the Final Payment, .$2,334.00 is to--be..donated to the,Office..of the._,City
Manager to be used by him and at his discretion for the benefit of the City. The
Author requests that, with each donation, the City provide a letter thanking him for
said donation.
(b) Payment of said Compensation shall be made upon receipt of proper invoice from
the Author. 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.
6. Ownership Rights of Production, Recordation etc. of Book; and Copyright, Patent,
Trademark.
(a) With respect to the creation of this Book, the City, shall be entitled to and shall
own solely and exclusively all of the results and proceeds derived thereof
(including all rights throughout the world of production, recordation, broadcasting,
advertising, sale and reproduction by any art or method, copyright, trademark
and patent), whether such results and proceeds consist of literary, dramatic,
musical, motion picture, mechanical or any other form of works, themes, ideas,
compositions, creations or products (collectively referred to as "Ownership
Rights"); and Author hereby assigns and transfers all of the foregoing Ownership
Rights to the City, without reservation, condition or limitation. In the event that
City shall desire to secure a separate assignment of any of the foregoing
Ownership Rights,Author shall execute and deliver the same to City, in the form
provided by City, in City's reasonable discretion. Notwithstanding anything to the
contrary set forth herein, any and all photos, pictures, images, artifacts and
memorabilia provided by Author, whether appearing or used in the Book or not,
shall remain the sole and exclusive property of Author, and are not hereby
assigned or transferred to the City; however, the use of said photos, pictures,
images and memorabilia in the book is expressly authorized by Author without
the requirement of any remuneration.
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(b) Author agrees that all work performed under this Agreement shall comply with all
applicable patent, trademark and copyright laws, rules, regulations and codes.
The Author further agrees that the book will not utilize any protected, patented,
trademarked or copyrighted materials unless Author has obtained proper
permission and all releases and other necessary documents.
(c) tt the Author uses any protected material, process or procedure,the Author shall
disclose such patent,trademark or copyright in the Book.
7. Independent Contractor. Except as expressly provided for in this Agreement, Author is
not authorized to act as the City's Agent hereunder and shall have no authority, expressed or
implied, to act for or bind the City hereunder, either in Author's relations with sub-Consultants,
or in any other manner whatsoever.
S. Use of City Seal. Author shall not use the name or official seal of the City in any
promotional material without the prior written consent of the City; other than for Author to be
able to identify himself as the City historian and author of the Book.
9. 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.
10. Indemnification. AUTHOR agrees to indemnify and hold harmless the CITY, and its
officers, employees and agents, from and against any and all actions, claims (including
copyright, patent or trademark infringement claims), liabilities and expenses, including, but not
limited to, attorney's fees, for personal, economic or bodily injury, wrongful death, loss of or
damage to property, at law or in equity, which may arise or be alleged to have arisen from the
negligent acts, errors, omissions or other negligent conduct of the AUTHOR, its employees,
agents, sub-consultants, or any other person or entity acting under the AUTHOR's control, in
connection with the AUTHOR's performance of the Work pursuant to this Agreement;--and-to- --- - _
that extent, the AUTHOR shall pay all such claims and losses and shall pay all such costs and
judgments which may issue from any lawsuit arising from such claims and losses, and shall pay
all costs and attorneys' fees expended by the CITY in the defense of such claims and losses,
including appeals. The parties agree that one percent (1%) of the Author's Net Compensation
for performance of the Work under this Agreement is the specific consideration given from the
CITY to the AUTHOR for the AUTHOR's indemnity agreement.
The AUTHOR's obligations under this Subsection shall not include the obligation to indemnify
the CITY OF MIAMI BEACH and its officers, employees and agents, from and against any
actions or claims which arise or are alleged to have arisen from negligent acts or omissions or
other negligent conduct of the CITY and its officers, employees and agents. The parties each
agree to give the other party prompt notice of any claim coming to its knowledge that in any way
directly or indirectly affects the other party.
11. Termination. Each Party shall have the right to cancel this Agreement, at any time
during the term hereof, upon thirty (30) days written notice to the other. Payment will be made
only for actual services performed as of date of termination. Upon early termination hereunder,
Author shall be able to keep any portion of the Author's Net compensation, received as of
Termination Cate, and provide City with any manuscripts, pictures or other writings and
materials prepared in connection with this Agreement, except for those pictures and materials
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provided by Author, which shall remain the sole and exclusive property of Author, ("Production
Materials"), which shall become the property of the City as of the date of termination, or, at
Author's option, refund to the City any portion of Author's Net Compensation received by Author
as of the date of termination, in which case Author shall be entitled to keep ownership and
possession of the Production Materials.
12. Governing Lamy and Waiver of Jury Trial. It is agreed that this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of Florida.
City and Author expressly waive any rights either party may have to a trial by jury of any civil
litigation related to, or arising out of,this Agreement.
13. Notices and Attorneys' Fees. Any notices to be made hereunder shall be made in
waiting and shall be sent by hand delivery, overnight courier or certified United States mail,
return receipt requested, with postage prepaid to the address indicated in this Agreement,for
each party.
If any action is-filed in relation-to this Agreement, including Appellate proceedings, the prevailing
party in the action shall be entitled to collect reasonable and documented attorney's fees and
costs in connection with the prosecution of said action.
14. Partial Invalidily. 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.
15. 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.
16. M24iffication. Any modification of this Agreement or additional obligations assumed by
either party in connection with Agreement shall be binding only if placed in waiting and signed by
each party or an authorized representative of each party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate on the
day and year written above.
WITNES . SETH . B MSON
Sy: I
a, 6 ��� Seth ramson,Auth
/-� �'C�i (Print name) -I.
ATTEST: CITY MIAMI BEACH
Sy:
Rafae . G die- erl o Jim y L. Morales, City Manager
, '..•••... . �` APPROVED AS TO
FORM&LANGUAGE
•' '�`�1 &FOR EXECUTION
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