Resolution 144-1987
Monroe County
Tourist Development Couneil
RESOLUTION NO. 144-1987
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA,
AUTHORIZING THE MAYOR AND CHAIRMAN OF THE
BOARD TO EXECUTE AN ADDENDUM TO AGREEMENT BY
AND BETWEEN THE MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS AND TINSLEY ADVERTISING, INC.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, that said Board hereby authorizes the
Mayor and Chairman of the Board to execute an Addendum to
Agreement by and between the Monroe County Board of County
Commissioners and Tinsley Advertising, Ine., a eopy of same being
attached hereto and made a part hereof.
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 Mareh, A.D. 1987.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
(SEAL)
Attest: DANNX 1... KOLHAGE, Clerk
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APPROVED AS TO FORM
AND LEGAL SUFFICIENCY.
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ADDENDUM TO AGREEMENT
THIS ADDENDUM TO AGREEMENT is entered into this day of
, 1987, by and between the Monroe County Board of
County Commissioners, hereinafter referred to as the "COUNTY" and
Tinsley Advertising, Inc., a Florida corporation, hereinafter
referred to as the "FIRM".
WITNESSETH:
WHEREAS, the Monroe County Board of County Commissioners
authorized and directed the Mayor/Chairman of the Board to enter
into and execute this Addendum to Agreement with the FIRM by
motion of the Board on the day of , 1987.
NOW, THEREFORE, for and in consideration of the mutual
covenants hereinafter contained, the parties agree as follows:
1. Paragraph three (3) of the Agreement entered into
between the parties on August 8, 1986, a eopy of which is
attached hereto and made a part hereof, is hereby amended by the
addition of the following:
"It is further agreed that the FIRM shall be paid for
expenses authorized by the COUNCIL which were ineurred
on its behalf prior to the term of this agreement, to
wit: October I, 1986."
2. Paragraph four (4) of the subject Agreement is hereby
amended by the addition of the following paragraph:
"The FIRM aeknowledges and agrees that it is solely
liable for payment to all vendors for services rendered
on COUNTY'S account, and that FIRM shall not enter into
any agreement with any vendor which states or implies
any liability on the part of the COUNTY.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be exeeuted in their names and their seals
impres sed hereon, by their proper officials, in Monroe County,
Florida, all as of the day and year first above written.
MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS
BY:
Mayor/Chairman of the Board
of County Commissioners of
Monroe County, Florida
( Seal)
Attest:
Clerk
TINSLEY
(Corporate Seal)
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Attest:
6C-VG0. k~
Secretary
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AGREEMENT
THIS AGREEr-rENT is entered into this 8th day of Au~us t, 1966 f
by and between Monroe County, a political subdivision of the
Sta te of Florida, hereinafter referred to as the "COUNTY" and
Tinsley Advertising, Inc., a Florida corporation, hereinafter
referred to as the "FIRM".
WITNESSETH:
WHEREAS, the County authorized and directed the County
Mayor /Board Chairman to enter into this professional services
agreement with the FIRM by motion of the Board of County
Commissioners on the 8th day of August, 1986.
NOW, THEREFORE, for and in consideration of the mutual
covenants hereinafter contained, the parties agree as follows:
TERM: The term of this Agreement is for a period of thirty-
six (36) months commencing October 1, 1986, and terminating
September 30, 1989, subj ect to See.tion 11 herein.
1. The FIRM will provide planning, conceptual and copy
services, production supervision and traffic, media planning,
placement and checking, marketing and research counsel as appro-
priate, and such bookkeeping and secretarial services as neees-
sary, to originate and maintain advertising for COUNTY'S products
and/or services.
2. In return for these agency related services, the FIRM
will receive a commission of 15 percent of all COUNTY media
expenditures. FIRM'S commission for outdoor advertising will be
the standard rate allowed advertising ageneies when such rate is
less than fifteen percent (15%). Production costs for media and
collateral material, special outside services, i.e., custom
research, field surveys, independent eopy testing, etc., will be
billable at FIRM'S cost, plus 17.65 percent. Travel and travel
related expenses will be billed at cost, subjeet to the limita-
tions contained in Section 9 herein. No percentage will be added
to FIRM charges for paekaging, shipping, express mail, postage,
telephone, telegraph and travel expenses of FIRM'S personnel.
3. Detail of Agency ~~rvices:
a) Mee.t with the Monroe County Tourist Development
Council ("COUNCIL") at all regularly scheduled
meetings of the COUNCIL and at any other times as
directed by the COUNCIL.
b) The FIRM agrees to assign an Advertising Account
Executive who will devote such time and effort as
necessary to the account on a priority basis.
including full time when required. Duties of the
Aceount Executive will include contact as required
with the Vice Chairman of the COUNCIL; the Chair-
man of the Advertising Connnittee or other desig-
nee. Other duties inelude regular visits to major
tourism centers throughout Monroe County; eonsul-
tations with COUNCIL Advisory Committees from the
five districts anc;l/or Chambers of Commeree within
the Keys as directed by the COUNCIL; participation
in, and coordination of. media planning. eoordina-
tion of produetion and traffic activities within
the FIRM. coordination within the FIRM. coordina-
tion liaison with Mail Fulfillme'nt Services on
behalf of COUNCIL. and liaison with private sector
resort attractions and applied tourism related
fields in Monroe County. eoordination of various
public relations activities.
c) The FIRM recognizes that timeliness is of the
essence. and with that as the basic premise. it
will on a timely basis develop eopy and eoncepts;
supervision of tangible materials for media and
collateral production. including: radio and
television. print. outdoor. direct mail. etc.;
traffic and billing of media and collateral
production materials.
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d) Employment of FIRM's knowledge of available media
and media research, and normal use of outside
media researeh services to which the FIRM sub-
scribes for the purpose of planning media ad-
vertising programs.
e) Counsel in the use of special media, marketing,
product and consumer research aG may be advisable.
f) Formulation and reeommendation of plans.
g) Ordering spaee, time or other means of media to be
. .
used, endeavoring to secure the most advantageous
rates available, cheeking and verifying sueh media
use, auditing and paying invoices to media.
h) Negotiation of special talent fees, with COUNCIL
approval; and supervision of talent payments in
aeeordanee with trade agreements.
4. The FIRM will supply the COUNCIL with production
estimates on a per job basis, which will include costs for all
radio and television production, artwork, comprehensives, story-
boards, still photo, photo editing, and mechanical assembly for
ffiedia advertising. Additionally, the FIRM will provide services,
for non-eommissionable media such as point-of-sale displays,
direct mail, dealer materials, trade displays, brochures, sales
meeting materials, etc., on a project basis. FIRM agrees not to
s tart any proj ect on which the charges herein specified are
involved, wi thout estimating costs for preparation, including
copy. service, layout, art, engraving, typography, processing,
paste-up and production eosts, and such estimates are subject to
approval by COUNCIL in writing.
The above inc ludes cos ts of
collateral material as well as production of advertisements, but
does not include costs incurred in making schedules, promotions,
plans, and those items for which no charge is normally made by
FIRM. Similarly, COUNTY will not be liable for the payment of
any bill for advertising media or production costs unless COUNCIL
shall have given prior approval for such advertising or produc-
tion. w~enever approval of the COUNTY is required pursuant to
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this Agreement, the approval of the Board of County Cotmnissioners
will be required.
5. Reimbursable Expenditures: The COUNTY shall reimburse
the FIRM for all expenditures and payments made on the COUNTY's
account and in addition thereto shall pay the FIRM for its
respective services.
a) Invoices.
1) All invoices submitted by the FIRM to the
COUNCIL shall be marked as to which account
(cultural, district or advertising) it is
properly chargeable.
2) All media invoiees must have a media
authorization attached.
3) All production costs for a specific job will
be submitted for payment at one time.
4) All invoices will be submitted at least two
(2) weeks prior to the regularly seheduled
monthly meeting of the COUNCIL.
Bills
subj ect to discount are to be rendered in
time to give COUNTY suffieient opportunity to
take advantage of such discounts.
The FIRM's invoices and statements shall be due and payable
within ten (10) days after approval by the COQNTY subject, to
availability of tourist development funds administered by the
COUNTY.
The FIRM agrees to, insofar as possible, render monthly
invoices for completed portions of all work in progress with
submitted copies of proof of performance at the following two (2)
stages of approval: 1) ,layout, design and mechanieals (typeset
pasted in position), and 2) printing or publication.
b) Invoice Reeonciliation.
Nedia costs will be billed after tearsheets are
received with properly earned discounts credited
to the COUNTY. The FIRM shall check, and audit
the authenticity of all invoices from publishers
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for such advertising. The FIRM will reeoncile all
accounts, and attach tearsheets as proof of proper
insertion. FIRM will pay no media until it has
received proof of proper performanee.
c) COUNTY agrees to pay media and production invoiees
within the guidelines of the COUNTY'S Finance
Offiee upon previous approval by COUNCIL and
COUNTY.
d) If COUNTY pays any invoice for media space on or
before the due date thereof, so as to enable FIRM
to obtain any cash discount of(er~d by owner~ of
such media, FIRM shall eredit COUNTY with the full
amount of such discount.
6. General Provisions:
a) Advertising Agency of Record: The FIRM shall act
as the agency of. record of the COUNTY for the
preparation and placing of all of the latter's
advertising, except as mutually agreed otherwise,
and for the performance of related or special
services as requested by the COUNCIL.
b) COUNTY shall indemnify and hold FIRM harmless from
any suits, claims, damages, costs, or expenses
arising in conneetion with false, defamatory, or
otherwise objeetionable advertising material,
ineluding material which invades the privacy of
individuals, whieh advertising material has been
suggested, 0rdered, or approved by COUNCIL. FIRM
shall hold COUNTY harmless against any elaim of
loss COUNTY may sustain as the result of FIRM's
improper and unauthorized actions.
c) Property Rights: The COUNTY shall own and have
all rights to any and all layouts, copy, artwork,
films and other advertising materials which the
FIRM prepared or purchased for the COUNTY's
account pursuant to a program, eampaign, or
projeet which the COUNCIL has approved in writing,
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regardless of whether sueh material was published,
displayed, broadcast, distributed or otherwise
presented prior to the termination of the Agree-
ment, provided the COUNTY has paid for same in
accordance with the provisions of this Agreement.
Rejeeted concepts and layouts will not be charged
to COUNTY.
7. Contract Amount: The base figure for this Agreement is
Eight Hundred Fifty Thousand ($850,000.00) Dollars, divided
according to direction from the COUNCIL. This figure is subject
to final accounting by the COUNTY of actual tax monies colleeted,
and may reflect an increase or decrease accordingly.
8. Quarterly Report: The FIRM agrees to prepare for the
COUNTY a quarterly record' of gross profits on media, production
and fees.
9. Travel Reimbursement: As part of its budget for this
Agreement, reimbursement for travel on behalf of the business of
the COUNCIL shall be by the rates established by Florida law and
County Administrative Orders.
10. Approvals and Changes: The COUNCIL shall have the sole
and exclusive right to approve, modify, reject, or eancel any and
all plans, proposals, submissions and other work in progress, in
which even the COUNCIL's direetions shall be immediately imple-
mented. However, nothing in this Agreement shall be construed as
requiring
the FIRM to violate any
contractuaJ
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 entering into such contraetual commitment.
11. Termination; Renewal:
Following a six-month proba-
tionary period, either party shall have the right to cancel this
Agreement at its sole discretion upon sixty (60) days written
notice to the other party.
FIRM shall deliver to COUNTY all
papers and other material related to the work performed under
this contract upon termination thereof.
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The COUNTY shall have the option to extend this Agreement
for a period of one (1) additional year upon the same terms as
contained herein or with any modifieations agreed upon by both
parties in writing.
12. Exelusive Representation: The FIRM agrees that it will
not represent any private resort or attraction within Monroe
County or any other municipal or County destination in Florida.
13. FIRM shall act at all times herein as independent
contractor, and nothing contained herein shall be construed to
create the relation of prineipal and agent or employer and
employee, between COUNTY and FIRM.
14. Disclosure of Financial Interests: The FIRM agrees to
disclose within thirty (30) days of the executio~ of this Agree-
ment any existing financial interest in the business of its
suppliers or providers utilized in fulfillment of this Agreement,
and shall disclose said interest~ as they may arise from time to
time.
15. Applicable Law; Venue: This Agreement shall be gov-
erned by and eons trued 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 agree
in writing to amend this section to provide for a binding deter-
mination through arbitration.
16. Entire Agreement; Amendments: This writing embodies
the entire Agreement and understanding between the parties
hereto, and there are no other agreements and understandings,
oral or written, with referenee to the subject matter hereof that
are not merged herein and superseded hereby. Any amendment to
this Agreement shall be in writing and signed by both parties.
17. Severability: If any provision of this Agreement shall
be held by a Court of competent jurisdiction to be invalid or
unenforceaple. the remainder of this Agreement. or the appliea-
tion of such provision other than those as to which it is invalid
or unenforceable, shall not be affected thereby; and each pro-
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vision of this Agreement shall be valid and enforeeable 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
hereon, by their proper officials, in Monroe and Dade Counties
respectively, all as of the day and year first above written.
MONROE COUNTY, FLORIDA
By ~~';::~.' ~~ -~. \
Mayor/Chairman of the Board
of County Commissioners of
Monroe County, Florida
(Sea 1)
Attftst: DANNY L. KOLHAGE, Clerk
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Cler
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(Corporate Seal)
Attest:
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Secretary
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