Resolution 339-1989
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Tourist Development Council
RESOLUTION NO. 119 -1989
A RESOLUTION OF THE BOARD OF COUNTY COMMIS-
SIONERS OF MONROE COUNTY, FLORIDA, EXERCISING ITS
OPTION TO RENEW THE AGREEMENT BETWEEN MONROE
COUNTY AND TINSLEY ADVERTISING, INC. IN
ACCORDANCE WITH ITEM NO. 11 OF THE AGREEMENT
BETWEEN THE PARTIES DATED AUGUST 8, 1986.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, that the Board hereby exercises its
option to renew the Agreement between Monroe County and Tinsley
Advertising, Inc. in accordance with Item No. 11 of the Agreement
between the parties dated August 8, 1986, a copy 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 -'...t".L- day of Jill M ..
, A.D. 1989.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
BY: d~A
MAYOR/
(Seal)
Attest:DANNY 14 KO~GE, Clerk
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APr>f:'c"fcn AS 70 FORM
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AGREEMENT,
THIS AGREEMENT is entered into this 8th day of August, 1986 ,
by and between Monroe County, a political .subdivision of the
State of Florida, hereinafter referred to as the "COUNTY" and
Tinley 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, subject to Section 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 neces-
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 agencies when such rate is
less than fifteen percent (15Z) . . Production costs for media and
collateral material, special outside - services, i.e. , custom
research, field surveys, independent copy testing, etc. , will be
billable at FIRM'S cost, plus 17.65 percent. Travel and travel
related expenses will be billed at cost, subject to the limita-
tions contained in Section 9 herein. No percentage will be added'
to FIRM charges for packaging, shipping, express mail, postage,
telephone, telegraph and travel expenses of FIRM'S personnel.
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3. Detail of Agency S~rvices:
a) Mep.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 COUNCIJ~.
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
Account Executive will include contact as required
with the Nice Chairman of the COUNCIL. the Chair-
man of the Advertising CODIDittee or other desig-
n~e. Other duties include regular visits to major
tourism cp.nters throughout Monroe County; consul-
tations with COUNCIL Advisory Committees from the
five districts an~/or Chambers of Commerce within
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the Keys as directed by the COUNCIL. participation
in, and coordination of, media planning, coordina-
tion of production and traffic activities within
the FIRM, coordination within the FIRM, coordina-
tion liaison with Mail Fulfillment Services on
behalf of COUNCIL, and liaison with private sector
resort attractions and applied tourism related
fields in Monroe County, coordination of various
public relations activities.
The FIRM recognizes that timeliness is of the
essence, and with that as the basic premise, it
will on a timely basis develop copy and concepts;
supervision of tangible materials for media and
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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 knowledle of available media
and media research, and normal use of outside
media research 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 an may be advisable.
f) Formulation and recommendation of plans.
g) Ordering space, time or other m~ans of media to be
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used, endeavoring to secure the most advantageous
rates available, checking and verifying such media
use, auditing and paying invoices to media.
h) Negotiation of special talent fees, with COUNCIL
approval J and supervision of talent payments in
accordance with trade agreements.
4. The FIRM will supply. the COUNCIL with production
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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
media advertising. Additionally, the FIRM will provide services
for non-cgmmissionable 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
start any project on which the charges herein specified are
involved, without estimating costs for preparation, including
copy, service, layout, art, engraving, typography, processing,
paste-up and production coats, and such estimates are subject to
approval by COUNCIL in writing. The above includes costs of
collateral material as veIl 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 adverti.in. 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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d) Employment of FIRM's knowledge of available media
and media research, and normal use of outside
media research 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 as may be advisable.
f) Formulation and recommendation of plans .
g) Ordering apace, time or other means of media to be
used, endeavoring to secure the most advantageous
rates available, checking and verifying such media
use, auditing and paying invoices to media.
h) Negotiation of special talent fees , with COUNCIL
approval ; and supervision of talent payments in
accordance 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
media advertising. Additionally, the FIRM will provide services
for .non-commissionable 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
start any project •on which the charges herein specified are
involved, without estimating costs for preparation, including
copy, service, layout, art, engraving, typography, processing,` .
paste-up and production costs , and such estimates are subject to
approval by COUNCIL in writing. The above includes costs 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. Whenever approval of the COUNTY is required pursuant to
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thisgreement, the approval of the Board of County pP Commissioners
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 invoices 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) ' 0weeks prior to the regularly scheduled
monthly meeting of the COUNCIL. Bills
subject to discount are to be rendered in
time to give COUNTY sufficient 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 cOUJ TY 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 mechanicals (typeset
pasted in position) , and 2) printing or publication.
b) Invoice Reconciliation.
Media 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 reconcile all
accounts, and attach tearsheets- as proof of proper
insertion. FIRM will pay no media until it has
received proof of proper performance.
c) COUNTY agrees to pay media and production invoices
within the guidelines of the COUNTY'S Finance
Office 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 ofergd by owners of
such media, FIRM shall credit 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 connection with false, defamatory, or
otherwise objectionable advertising material ,
including material which invades the privacy of
individuals, which advertising material has been
suggested, ordered, or approved by COUNCIL. FIRM
shall hold COUNTY harmless against any claim 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, campaign, or
project which the COUNCIL has approved in writing,
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-regardless -of whether such 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.
Rejected 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 'collected, •
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 cancel any and
all plans, proposals , submissions and other work- in progress, in
which even the COUNCIL's directions shall be immediately imple-
mented. However, nothing in this Agreement. shall be construed as ,
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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 entering into such contractual commitment.
11 . Termination;. Renewal: Following a six-month proba
tionary period, either part}r 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.
T.he 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 modifications agreed upon by both
parties in writing.
12 . Exclusive 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 principal 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 execution, 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 interests as they may arise from time to
time .
15. 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 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 reference 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
unenforceable, the remainder of this Agreement , or 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-
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vtsion 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
hereon, by their proper officials , in Monroe and Dade Counties
respectively, all as of the day and year first above written.
MONROE COUNTY, FLORIDA
kik-N1-0•4"""'"4-1140-04 --
By
WILHELM-CNA G. HARVEY'
Mayor/Chairman of the Board
of County Commissioners of
• Monroe County, Florida
(Seal)
At tss t: DANNY,L. PLHAGE, Clerk
IA 1 ( t.
Clerk7
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TIk ADVERTIS I. . .
)01.'
res .ent
(Corporate Seal)
Attest :
I
Secretary
. .
APPROVFO AS TO FORM
GAL SUFFICHA,CY.
rivAJL7Lz, 4 t""
if.1r rey'S Office
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