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Resolution 128-1985 Mayor Wilhelmina G. Harvey RESOLUTION NO. 128-1985 A RESOLUTION OF THE BOARD OF COUNTY COMMIS- SIONERS OF MONROE COUNTY, FLORIDA APPROVING AND AUTHORIZING EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE MONROE COUNTY TOURIST DEVELOPMENT COUNCIL AND KEYS ADVERTISING & MARKETING, INC. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, as follows: That said Board hereby approves and authorizes execution of a Professional Services Agreement by and between the Monroe County Tourist Development Council and Keys Advertising & Market- ing, Inc., a copy of same being attached hereto. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 17th day of April, 1985. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA \~".'~-~(\-~~~-:".... ~:~. ~ ~ ...-... - -.____.1 By Mayor/Chairman (Seal) Attest: '-----I/l 1 ~ . 1;'/ / ,/", \ // ) ~0~L, ' '?U~VAV, . .,' erk / AGREEMENT THIS AGREEMENT is entered into this 17th day of April 1985, by and between Monroe County Tourist Development Council, hereinafter referred to as the "TDC", and Keys Advertising & Marketing, Inc., a Florida corporation, hereinafter referred to as "Corporation". WITNESSETH: WHEREAS, the Monroe County Board of County Commissioners authorized and directed the County Mayor/Board Chairman to enter into this professional services agreement with the Corporation by Monroe County Resolution No. 128-1985 , passed and adopted on the 17th day of April, 1985, NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter contained, the parties agree as follows: 1. TERM: The term of this Agreement is for a period of thirty-six (36) months commencing April 17, 1985, and terminating April 16, 1988. 2. CONTRACT AMOUNT: TDC shall pay Eight Thousand Seven Hundred and 00/100 dollars ($8,700.00) per month beginning on the date of this contract and continuing until September 30, 1985, to the Corporation for the following services as outlined and shown in Appendix "A". The monthly payment of Eight Thousand Seven Hundred and 00/100 dollars ($8~700.00) shall be payable on the first day of each month. The aforementioned fee shall be adjusted on an annual basis to reflect an increase or decrease in administrative costs. This increase or decrease shall begin on the first day of each fiscal year, October 1, and on October 1, in each additional year of this agreement. This contract amount shall cover all administrative services and costs. Any additional requests not agreed to in the terms of the contract shall be approved by the Tourist Development Council with final approval to come from the Monroe County Commission. 3. COSTS: All costs are reflected in Appendix "B". 1 4. TRAVEL REIMBURSEMENT: Reimbursement for travel shall be provided by the Monroe County Tourist Development Council at the rates established by Florida State Statutes and County Administrative Orders. 5. TERMINATION; RENEWAL: Either party shall have the right to cancel this contract at its sole discretion with or without cause upon sixty (60) days prior written notice to the other party after an initial six (6) month period. 6. APPLICABLE LAW; VENUE: This Agreement shall be gov- erned by and construed according to the laws of the State of Florida and all actions brought under or pursuant to this Agree- ment shall be brought in a court of competent jurisdiction in Monroe County, Florida; provided, however, that the parties may mutually agree in writing to arbitration of any dispute unless at the time of the dispute both parties agree in writing to be bound by the determination of the arbitrator(s). 7. SEVERABILITY: If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid .or unenforceable, the remainder of ,this Agreement, of the applica- tion of such provision other than those as to which it is invalid or unenforceable, shall not be affected thereby; and each pro- vision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in their names and seals impressed herein, by their proper officials, in Monroe County, Florida, all as of the day and year first above written. (Seal) MONROE COUNTY TOURIST DEVELOPMENT COUNCIL ~ BY~~~_"'.","_ _ . - a~rman .~ Attest: Secretary (Seal) KEYS ADVERTISING & MARKETING, INC .^ \\ ~ ') By --UQn~~(\ t' \~ Presi' t , ---- --- =~st: ',.,. ~, :- ,j{) ir 1,..9171 IIrnOp.....,. /. - m._. Se' etary - . '-- 2 APPROVED AS TO FORM A~vof,}(;AL SUF~IE~~ f '\ BY -L~~ _ (1 ""rn,?v's Officr APPENDIX "A" Services to be rendered by the Corporation to the TDC: 1. Opening and establishing a full-time TDC office. 2. Administration and supervision of a full-time TDC office. 3. Administration and supervision of developmental policies, procedures and employees. 4. Representation of TDC in all phases of tourist development matters. 5. Enforcement of Monroe County policies, rules and regulations as they pertain to the operation of the TDC office. 6. Development 4nd administration of the TDC budget. 7. Coordination of the activities of contractual advertising agencies. 8. Coordination of the activities of contractual agreements with any other agencies. 9. Development of new opportunities to further enhance the total visitor product. 10. Preparation and maintenance of complete TDC .records and required reports. 11. To help establish a listing of each property in each of the five districts responsible for collection of the 2% Resort Tax. 12. To communicate any actions of the TDC as they relate to the five districts, and to coordinate the activities of same. 13. To assist in the establishment of a Policy and Procedure Manual. 14. To effectively establish a data base of materials for reference by the various districts and the Department of Commerce. 15. To prepare an annual TDC budget as reflected by anticipated funds with input from the five districts as to individual district needs. 16. To provide adequate secretarial services, mailing services, as well as planning services as needed by the TDC. 17. To provide services to monitor meetings of the County Commission, District Advisory Committees and any other meetings the TDC may deem necessary for the proper functioning of the TDC. 18. To submit monthly progress reports to the Council and in general, keep the Council informed and up to date with the happenings of tourism in and out of the County. 19. To provide the very important financial information necessary for the TDC in order for the TDC to act upon requests in a financially sound manner as it relates to cultural requests. 20. To provide the very important financial information necessary for the TDC to act upon requests for advertising, marketing, and public relations expenditures. 3 . APPENDIX "B" Administrative Costs as outlined to the Tourist Development Council: Contract Amount: $8,700 monthly To cover: Administrative Services: Trademail Fulfillment Services: Administrative Costs: Phones and all long distance calls Dues & Memberships in Professional Associations Off,ice Supplies Computer Software Postage - mailing of minutes & other correspondence to council members, advisory committees and Chambers All equipment necessary to perform administrative duties. Past Costs Show: Secretarial Services (coverage of meetings) Postage Costs (mailing of minutes, etc.) Volunteer Services Provided: Fair Market Value Estimate $ 5,000.00 $ 1,400.00 $25,000..00 4