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03/01/1982-09/30/1983 AGREEMENT THIS AGREEMENT is entered into this 8 th day of March, 1982, by and between Monroe County, a political subdivision of the State of Florida, hereinafter referred to as the "COUNTY" and STUART NEWMAN ASSOCIATES, INC., a Florida corporation, hereinafter referred to as the "FIRM ". WITNESSETH: WHEREAS, the COUNTY, through its Board of County Commissioners authorized and directed the County Mayor /Board Chairman to enter into this professional services agreement with the FIRM by Monroe County Resolution No. 97 -1982, passed and adopted on the 8th day of March, 1982. NOW, THEREFORE, for and in consideration of the mutual coven- ants hereinafter contained, the parties agree as follows: 1. The term of this Agreement is for a period of 19 months commencing March 1, 1982, and terminating September 30, 1983. 2. Based upon the COUNTY'S projections of tourist development tax revenues, the total amount to be paid by the COUNTY to the FIRM pursuant to this AGREEMENT for cost of advertising promotion, public relations and marketing services and rendered as outlined herein is estimated to be approximately Five Hundred Thousand Dollars ($500,000.00) per year. This amount may vary depending upon the actual amount of Key West tourist development tax revenues received by the COUNTY. Compensation shall be paid by the COUNTY to the FIRM for media commission (as provided in paragraph 10 below), production charges (as provided in paragraph 11 below), monthly fees covering public relations, publicity services, mail fulfillment and marketing activities as provided in paragraph 5 below), certain reimbursable travel expenses (as provided in paragraph 8 below) 3. The performance of all services by the FIRM will be in full cooperation with and under the direct supervision of the Key West Tourist Development Council. Whenever approval is required from the Key West Tourist Development Council, hereinafter called "Council ", said approval shall be in writing from the Chairman, Vice - Chairman • -t- or designee. Whenever approval of the COUNTY is required pursuant to this Agreement, the approval of the County Mayor or his designee, will be deemed sufficient. 4. The FIRM agrees to create an advertising and marketing program for the City of Key West, including among others, the per- formance of the following services; planning advertising and pro - motion compaigns, creating advertising and promotions, production, placement of advertising, media planning, procurement of necessary talent for advertising and programming, and copy and product re- search necessary for creation of advertising. The COUNCIL may call upon the Senior Management Group within the FIRM to perform the services required by this Agreement. 5. The FIRM also agrees to provide public relations, market- ing, publicity services and press contacts on a state, national and international basis and to supervise, to perform in -house when neces- sary, fulfillment of mail responses resulting from tourism requests received by the COUNCIL. 6. Before preparation of work pursuant to this Agreement the COUNCIL shall be supplied with an estimate for charges expected to be incurred for such work. These estimates shall be reviewed by the COUNCIL and the final estimate when approved and signed by the County Mayor or his designee shall become an authorized work - order for the described work. 7. The FIRM shall submit to the COUNCIL Chairman, Vice - Chairman or designee, monthly billings for all charges for which payment is due from the COUNTY as authorized under this contract, and the COUNTY shall pay said bills within a reasonable time there- after. The COUNTY shall be responsible for payment of all authorized costs due the FIRM while this Agreement is in force. 8. As part of its budget for this Agreement, travel reimbur- sement, if authorized by the COUNCIL, shall be by the rates estab- lished by Florida State Statutes and County Administrative Orders. 9. The FIRM shall secure proofs of insertion and shall check and audit all invoices from publishers and service companies for such advertising. -3- 10. The FIRM shall charge the COUNTY for gross commissionable billing amounts and assume the standard agency discount (15 %) where applicable, all of which shall be reflected in media estimates approved by the COUNTY; the COUNTY and the FIRM agree the FIRM'S entire compensation for such services shall be derived from commis- sions earned by placement in various media carrying said advertising. Where media carrying said advertising do not allow an agency dis- count, the FIRM shall receive from the COUNTY a service charge of 17.65% based on the cost of said advertising in such media, as com- pensation for its services in preparation and placing of said advertising. Prior to placing advertising with advertising media which do not allow a standard agency discount, the FIRM shall first obtain the approval of the COUNCIL Chairman, Vice - Chairman or desig- nee. 11. The FIRM shall purchase for the account of the COUNTY, subject to the COUNTY'S approval, all materials required in the production of said advertising and literature and shall bill the COUNTY for all such materials at actual net cost plus a fee of 17.65% as compensation for creative and supervisory services rend- ered; however, postage, long- distance charges shall be billed at actual net cost. Prior to incurring any cost or expense under this paragraph, the FIRM shall first obtain the approval of such expenditure from the COUNCIL Chairman, Vice - Chairman or designee after submitting a description of the expenditure and its estimated cost. Excluding collateral production charges for special related projects specifically approved in advance, total media production charges will be limited to ten percent (107) of the total advertis- ing budget. 12. The COUNTY and /or COUNCIL shall own and have all rights to any and all layouts, copy, artwork, films and other advertising ma- terials which the FIRM prepared or purchased for the COUNTY'S account pursuant to a program, campaign, or project which the COUNTY has approved in writing, regardless or whether such material was published, displayed, broadcast, distributed or otherwise presented -4- prior to the termination of the Agreement, provided the COUNTY has paid for same in accordance with the provision of this Agreement. However, projected or unused advertising ideas and concepts con- ceived by the FIRM shall remain the property of the FIRM to use as it sees fit, provided such use does not harm the interests of the COUNCIL. 13. The COUNCIL shall have the sole and exclusive right to approve, modify, reject, or cancel any and all plans, proposals, submissions and other work in process, in which event the COUNCIL'S directions shall be immediately implemented. However, nothing in this Agreement shall be construed as requiring the FIRM to violate any contractual commitments to media made on the COUNCIL'S behalf. All contractual commitments to media require the COUNCIL'S prior written approval. The COUNTY shall only be liable for charges approved in writing prior to the FIRM'S entering into such contrac- tual commitment. 14. Either party shall have the right to cancel this contract at its sole discretion for any reason whatsoever at any time upon sixty (60) days prior written notice to the other party after an initial six (6) months period. 15. The COUNTY shall have the sole option to extend this con- tract for a period of one (1) additional year upon the same terms as contained herein or with any modifications agreed upon by the parties. 16. The FIRM agrees that it will not represent any private resort or attraction within Monroe County, Florida or any other municipal or County destination in the State of Florida, without approval of the COUNCIL, determined at a regular COUNCIL meeting and provided in writing. 17. The FIRM agrees that travel reimbursements (as noted in paragraph 8) shall not apply to attendance by the FIRM, its princi- pals or representatives at any regular or special meetings of the COUNCIL or COUNTY. -5- 18. This Agreement shall be governed by and construed accord- ing to the laws of the State of Florida and all actions brought under or pursuant to this Agreement shall be brought in a court of competent jurisdiction in Monroe County, Florida; provided, however, that the parties may mutually agree in writing to arbitrate any dispute arising under this Agreement. There shall be no arbitra- tion of any dispute unless at the time of the dispute both parties agree in writing to be bound by the determination of the arbitra- tor(s) . 19. This writing embodies the entire Agreement and understand- ing between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. IN WITNESS WHEREOF, the parties hereto have caused this instru- ment to be executed in their names, and seals impressed hereon, by their proper officials, in Monroe and Dade Counties respectively, all as of the day and year first above written. MONR UNTY, FLORIDA B Y C � Mayor Chairman of t h Board of County Commissioners o Monroe County, Florida (Seal) Attest: NAM W. ripE, 0.00( Clerk r STUART NEWMAN ASSOCI ES, INC. Ail Ade By uthorized Representative L LI / - Ad/ Witness APPROVED AS TO FORM AND GAL SUFFICIENCY. ity AQdr. p�j ;