HomeMy Public PortalAbout2014-30 Approving an agreement with the Chamber of CommerceRESOLUTION NO. 2014-30
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
AN AGREEMENT WITH THE KEY BISCAYNE
CHAMBER OF COMMERCE; PROVIDING FOR
AUTHORIZATION; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, on October 9, 2001, the Village of Key Biscayne (the "Village") and the Key
Biscayne Chamber of Commerce (the "Chamber") entered into an agreement relating to specified
services that the Chamber would provide for the Village; and
WHEREAS, the Village and Chamber desire to enter into a new agreement, in substantially
the form attached hereto as in Exhibit "A," for certain specified services; and
WHEREAS, the Village Council finds that this Resolution is in the best interest and
welfare of the residents of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF
THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. Each of the above stated recitals are hereby adopted,
confirmed and incorporated herein.
Section 2. Agreement Approved. The Village Council hereby approves the
agreement with the Chamber in substantially the form attached hereto as Exhibit "A."
Section 3. Village Manager Authorized. The Village Manager is hereby authorized
to execute the agreement, in substantially the form attached hereto as Exhibit "A," subject to
approval as to form, content, and legal sufficiency by the Village Attorney.
Section 4. Effective Date. This Resolution shall be effective immediately upon
adoption.
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PASSED AND ADOPTED this 2nd day of September, 2014.
AY • FRAN IN ' . CAPLAN
ATTEST:
NCHIT
ILLAGE CLERK
MMC
APPROVED AS TO FORM AND
L - ' = L SUFFICIENCY
VIL A 1 E ATTORNEY
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AGREEMENT BETWEEN
VILLAGE OF KEY BISCAYNE
AND
KEY BISCAYNE CHAMBER OF COMMERCE.
THIS AGREEMENT (the "Agreement") is made and entered into this 26th day of
August, 2014 (the "Effective Date") by and between the VILLAGE OF KEY BISCAYNE, a
Florida municipal corporation (the "Village") and KEY BISCAYNE CHAMBER OF
COMMERCE, a nonprofit Florida corporation (the "Chamber").
WHEREAS, on October 9, 2001, the Village and the Chamber entered into an agreement
relating to specified services that the Chamber would provide for the Village (the "Existing
Agreement"); and
WHEREAS, the Village and Chamber desire to replace the Existing Agreement with this
Agreement for the specified services attached as Exhibit "A" (the "Services").
NOW, THEREFORE, in consideration of the aforementioned recitals, which are true
and correct and incorporated into the body of this Agreement by reference, the mutual covenants
and conditions contained herein, and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the Chamber and the Village agree as follows.
1. Scope of Services.
1.1. The Chamber shall furnish the Services as described in the attached
Exhibit "A." The Services provided by the Chamber shall be
nonexclusive and nothing shall preclude the Village from engaging other
firms to perform the same or similar services for the benefit of the Village
within the Village's sole and absolute discretion.
2. Term/Commencement Date.
2.1 This Agreement shall become effective upon the Effective Date and shall
remain in effect for a period of three years, unless earlier terminated in
accordance with Paragraph 4. The Village Manager, at his or her
discretion, may renew this Agreement for an additional one year periods.
3. Compensation and Payment.
3.1 For all of the Services provided by the Chamber as described in Section 1,
the Village shall pay the Chamber monthly compensation as provided in the
attached Exhibit "B."
3.2 The Chamber shall not be entitled to recover and shall not be reimbursed for
any other costs and/or fees incurred during, and/or associated with, the
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rendition of the Services, which have not been approved by the Village in
advance.
3.3 The Chamber shall send the Village a monthly invoice on the first of each
month, and the Village shall render payment within thirty (30) days of
receipt of the invoice.
3.4 Compensation to the Chamber shall payable in accordance with the Florida
Prompt Payment Act.
4. Termination.
4.1 Notwithstanding the provisions of Section 2, either party may terminate
this Agreement at any time upon thirty (30) days advance written notice to
the other party.
4.2 In the event of such termination, the Village shall be obligated to the
Chamber only for the pro -rated monthly compensation incurred prior to the
termination date.
5. Insurance.
5.1 The Chamber shall secure and maintain throughout the duration of this
Agreement insurance of such types and in such amounts as specified
below naming the Village as an additional insured entity, underwritten by
a firm qualified to do business in the State of Florida and have agents upon
whom service of process may be made in the State of Florida. The
insurance coverage shall include a minimum of the following.
5.1.1 Commercial General Liability. Commercial general liability
insurance with limits of liability not less than One Million Dollars
($1,000,000).
5.1.2 Worker's Compensation and Employer's Liability Insurance.
Workers' Compensation Insurance for statutory limits as required
by applicable State and Federal laws.
5.1.3 Employer's Liability Insurance. Employer's Liability Insurance
shall be provided at the statutory coverage amount with a
minimum of One Million Dollars ($1,000,000) per accident. The
Chamber shall agree to be responsible for the employment,
conduct and control of its employees and for any injury sustained
by such employees in the course of their employment.
5.1.4 Business Automobile Liability Insurance. Business Automobile
Liability Insurance with minimum limits of One Million Dollars
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($1,000,000) per person, per occurrence, combined single limit
for Bodily Injury Liability and Property Damage Liability each.
Coverage must be afforded on a form no more restrictive than the
latest edition of the Business Automobile Liability policy, without
restrictive endorsements, as filed by the Insurance Services
Office, and must include Owned Vehicles, Hired and Non -Owned
Vehicles and Employers' non -Ownership.
5.2 Certificates of insurance shall be provided to the Village at the time of
execution of this Agreement as well as certified copies, as requested. Each
policy certificate shall be endorsed with a provision that not less than
thirty (30) calendar days written notice shall be provided to the Village
before any policy or coverage is cancelled or restricted.
6. Nondiscrimination.
6.1 During the term of this Agreement, the Chamber shall not discriminate
against any of its employees or applicants for employment because of their
race, color, religion, sex, or national origin, and agrees to abide by all
Federal and State laws regarding nondiscrimination.
7. Attorneys Fees and Waiver of Jury Trial.
7.1 In the event of any litigation arising out of this Agreement, the prevailing
party shall be entitled to recover its attorneys' fees and costs, including,
but not limited to, the fees and expenses of any paralegals, law clerks and
legal assistants, and including fees and expenses charged for
representation at both the trial and appellate levels.
7.2 In the event of any litigation arising out of this Agreement, each party
hereby knowingly, irrevocably, voluntarily and intentionally waives its
right to a trial by jury.
8. Indemnification.
8.1 The Chamber shall defend, indemnify and hold harmless the Village, its
officers, agents and employees, from and against any and all demands,
claims, losses, suits, liabilities, causes of action, judgment or damages,
directly caused by the Chamber's negligent acts, errors, or omissions in
the performance or non-performance of any provisions of this Agreement,
including but not limited to, liabilities arising from contracts between the
Chamber and its employees, volunteers or agents. The Chamber shall
reimburse the Village for all its expenses including reasonable attorneys'
fees and costs incurred in and about the defense of any claim or
investigation and for any judgment or damages directly caused by the
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Chamber's negligent acts, errors, or omissions in the performance or non-
performance of this Agreement.
8.2 The provisions of this Section shall survive termination of this Agreement.
9. Notices/Authorized Representatives.
9.1 Any notices required by this Agreement shall be in writing and shall be
deemed to have been properly given if transmitted by hand -delivery, by
private postal service or by registered or certified mail with postage
prepaid return receipt requested, addressed to the parties (or their
successors) at the following addresses.
For the Village:
With a copy to:
For The Consultant:
10. Governing Law.
John C. Gilbert, Village Manager
Village of Key Biscayne
88 West McIntyre Street
Key Biscayne, Florida 33149
Stephen J. Helfman, Esq.
Weiss Serota Helfman Pastoriza Cole &
Boniske, P.L.
2525 Ponce de Leon Blvd., Suite 700
Coral Gables, Florida 33134
Kathye Susnjer
Key Biscayne Chamber of
Commerce
88 W. Mcintyre Street, Suite 100
Key Biscayne, Florida 33149
10.1 This Agreement shall be construed in accordance with and governed by
the laws of the State of Florida. Exclusive venue for any litigation arising
out of this Agreement shall be in Miami -Dade County or, if in Federal
Court, the Southern District of Florida.
11. Entire Agreement/Modification/Amendment.
11.1 This writing contains the entire Agreement of the parties and supercedes
any prior oral or written representations. No representations were made or
relied upon by either party, other than those that are expressly set forth
herein.
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11.2 No agent, employee, or other representative of either party is empowered
to modify or amend the terms of this Agreement, unless executed with the
same formality as this Agreement.
12. Ownership and Access to Records and Audits.
12.1 The Chamber shall comply with the applicable provisions of Florida'
Public Records Law and Chapter 119, Florida Statutes.
12.2 The Village may terminate this Agreement for refusal by the Chamber to
allow access by the Village Attorney or designee to any records pertaining
to Services performed under this Agreement that are subject to the
provisions of Chapter 119, Florida Statutes.
13. Nonassi2nability
13.1 The Village is relying upon the apparent qualifications and expertise of the
Chamber, and its familiarity with the Village's area, circumstances and
desires. Therefore, this Agreement shall not be assignable by Chamber
unless such assignment is first approved by the Village Manager.
14. Severability.
14.1 If any term or provision of this Agreement, shall, to any extent, be held
invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby and each remaining terms and provision of this
Agreement shall be valid and be enforceable to the fullest extent permitted
by law.
15. Independent Contractor.
15.1 The Chamber and its employees, volunteers and agents shall be and
remain independent contractors and not agents or employees of the Village
with respect to all of the acts and Services performed by and under the
terms of this Agreement. This Agreement shall not in any way be
construed to create a partnership, association or any other kind of joint
undertaking, enterprise or venture between the parties.
15.2 The Chamber shall be responsible for all compensation, tax
responsibilities, insurance benefits, other employee benefits, and any other
status or rights of its employees during the course of their employment
with Chamber.
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16. Conflict of Interest.
16.1 The Chamber shall not be prohibited from representing or providing the like
services to other persons and entities other than the Village, so long as the
Chamber shall avoid any representation or relation which would create an
adversarial position or conflict of interest, as first determined by the Village
Attorney and Village Council.
16.2 The Chamber shall not take on any matter that would jeopardize the
Chamber's ability to devote the time, resources, and efforts necessary to
fulfill its obligations to the Village.
17. Compliance with Laws.
17.1 The Chamber shall comply with all applicable laws, ordinances, rules,
regulations, and lawful orders of public authorities relating to the Services.
18. Waiver
18.1 The failure of either party to this Agreement to object to or to take
affirmative action with respect to any conduct of the other which is in
violation of the terms of this Agreement, shall not be construed as a
waiver of the violation or breach, or of any future violation, breach or
wrongful conduct.
19. Survival of Provisions
19.1 Any terms or conditions of either this Agreement that require acts beyond
the date of the term of the Agreement, shall survive termination of the
Agreement, shall remain in full force and effect unless and until the terms
or conditions are completed and shall be fully enforceable by either party.
20. Prohibition Of Contingency Fees.
20.1 The Chamber warrants that it has not employed or retained any company
or person(s), other than a bona fide employee working solely for the
Chamber, to solicit or secure this Agreement, and that it has not paid or
agreed to pay any person(s), company, corporation, individual or firm,
other than a bona fide employee working solely for the Chamber, any fee,
commission, percentage, gift, or any other consideration, contingent upon
or resulting from the award or making of this Agreement.
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21. Counterparts
21.1 This Agreement may be executed in several counterparts, each of which
shall be signed by each party and be deemed an original and such
counterparts shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties, by their respective authorized agents have
executed this Agreement on the respective dates under each signature.
CHAMBER:
KEY BISCAYNE CHAMBER OF
COMMERCE, a nonprofit Florida
corporation
cl)dcbtr
Name:
Title: Executive Director
Date Executed: 9,65/..)-0/z/
Witness:
Witness:
Print
Signature
Ana de, VCAVOnC1
Print
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Attest:
Approved as to Form and Legal Sufficiency
for the Sole Use and Benefit of the
Village of Key Biscayne:
Village Attorney
VILLAGE OF KEY BISCAYNE, a
Florida municipal corporation
By:
Na ,i e: Jo Gilbe
Title: Vill e Manager
Date Execu :. 0 -1/0 ,
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Key Biscayne Chamber of Commerce & Visitors Center
EXHIBIT A
1. Chamber to serve as a referral source and conduit for tourism and other inquires by
phone and/or by pedestrian walk-in traffic regarding non -governmental issues on
Key Biscayne therefore anyone walking into the Village offices may be told to "Call
and/or go to the Key Biscayne Chamber of Commerce.
2. Chamber to represent the Village of Key Biscayne at non -governmental business -
related sessions such as the Greater Miami Convention and Visitors Bureau, Visit
Florida, Miami -Dade County Coalition of Chambers and the Beacon Council, etc..
3. Chamber to conduct educational programs and seminars for the island's
commercial segment which will result inan enhanced relationship with the
community.
4. Chamber will promote community awareness of business interests through
advertising, printed materials, the Internet, social media and promotions both on
and off the island.
5. Chamber to represent, advocate and be a voice for the business community with
regards to ordinances, resolutions and policies.
6. Chamber to assist in development programs and events, in partnership with the
Village and local businesses.
7. Chamber to equip, maintain and staff a Chamber office which is accessible to the
public during business hours.
8. Chamber to provide bi-weekly newsletters to its membership pronouncing issues of
interest to the Island's businesses and public service organizations.
9. Chamber to provide "On Location" the Chamber's television show which visits local
businesses on channel 77 to promote the economic development and growth of
Key Biscayne.
10. Chamber to provide a "Shop on the Key" promotion to stimulate local businesses.
1 1. Chamber to develop and maintain a volunteer network to assist with community
activities.
12. Chamber to fulfill requests by the Village to communicate directly with the business
community as directed by the Village Manager.
13. Chamber to submit quarterly progress reports to the Village at the end of each
quarter for the duration of this Agreement.
14. During election years, Chamber to provide a platform for Village Council and/or
Mayoral election debates and candidates networker with the business and
residential community.
15. Chamber to greet and inform residents looking to accomplish tasks in the Village
Government building, which office they should visit and show how to get there.
16. Chamber to staff and maintain a Visitors Center which includes information for both
tourists and residents.
17. Chamber to act as a "better business bureau" when complaints are received
regarding chamber businesses.
18. Chamber to welcome new residents by providing information on the Village and
its businesses."
Exhibit B
FEES FOR SERVICES
Seventy-seven thousand, five hundred dollars and no cents ($77,500)
Payments to be made to Chamber by Village at the end of each month in 1/12
increments of the total $77,500 ($6,458.33/mo). A quarterly progress report will
be submitted by consultant and provided to the Village.