HomeMy Public PortalAbout1995-38 Agreement, Chamber of CommerceRESOLUTION NO. 95-38
A RESOLUTION OF THE VILLAGE OF KEY
BISCAYNE, FLORIDA; AUTHORIZING THE MAYOR
TO EXECUTE AN AGREEMENT WITH THE KEY
BISCAYNE CHAMBER OF COMMERCE; PROVIDING
FOR AN EFFECTIVE DATE.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF KEY BISCAYNE, FLORIDA,
AS FOLLOWS:
,Section 1. That the Mayor is hereby authorized to execute the
attached agreement, on behalf of the Village, with the Key Biscayne
Chamber of Commerce, for services set forth in the agreement, at a
cost not to exceed $75,000.00.
Section 2. This resolution shall take effect immediately
upon adoption.
PASSED AND ADOPTED this 14th day of November , 1995.
IDO H. IN O, JR., CMC, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
RI RD J. WEISS, VILLAGE ATTORNEY
VILLAGE OF KEY BISCAYNE
AGREEMENT
FOR
PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into this 5th day of October, 1995
by and between the VILLAGE OF KEY BISCAYNE (the "VILLAGE") and KEY
BISCAYNE CHAMBER OF COMMERCE, A Non-profit Florida corporation
(the "CONSULTANT").
RECITALS
The VILLAGE wants to engage the CONSULTANT to perform certain
professional services as specifically described in Exhibit A to this Agreement
("Specified Services"). The CONSULTANT wants to provide such Specified
Services.
In consideration of the mutual covenants set forth in this
Agreement, the parties agree as follows:
1. SCOPE OF SERVICES
The CONSULTANT agrees to provide Specified Services
upon written request from the Village Manager.
2. FEES FOR SERVICES
The CONSULTANT agrees to charge the VILLAGE for Specified
Services provided in accordance with the fee schedule attached as Exhibit B.
3. TERM
The term of this Agreement is Annual unless terminated pursuant
to Paragraph 8.
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4. GENERAL TERMS AND CONDITIONS
All original documents, work papers, and plans that result from the
CONSULTANT providing Specified Services shall be the property of the
VILLAGE. Upon termination of this Agreement, any and all such documents
shall be delivered to the VILLAGE by the CONSULTANT.
5. INSURANCE
The CONSULTANT shall at all times carry liability insurance in the
minimum amount of $300,000.00. The VILLAGE shall be named as an additional
insured on all of the liability insurance policies. Each insurance policy shall state
that it is not cancelable without written notice to the VILLAGE 30 days prior to
the effective date of said cancellation.
6. ASSIGNMENTS
This Agreement shall not be assignable by the CONSULTANT.
7. PROHIBITION AGAINST CONTINGENT FEES
The CONSULTANT warrants that it has not employed or retained
any company or person, other than a bona fide employee working solely for the
CONSULTANT, 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 CONSULTANT any fee,
commission, percentage, gift, or any other consideration, contingent upon or
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resulting from the award or making of this Agreement.
8. TERMINATION
This Agreement maybe terminated by the VILLAGE upon ten days
written notice with or without cause and by the CONSULTANT upon 45 days
written notice with or without cause. If this Agreement is terminated, the
CONSULTANT shall be paid in accordance with the provisions of Exhibit B for
all acceptable work up to the date of termination.
9. NONEXCLUSIVE AGREEMENT
The services to be provided by the CONSULTANT pursuant to this
Agreement shall be nonexclusive and nothing herein shall preclude theVILLAGE
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.
10. ENTIRE AGREEMENT
The parties hereby agree that this is the entire agreement between
the parties. The Agreement cannot be amended or modified without the express
written consent of the parties.
11. WARRANTEES OF CONSULTANT
The CONSULTANT hereby warrants and represents that at all
times during the term of this Agreement it shall maintain in good standing all
required licenses, certifications and permits required under Federal, State and
local laws necessary to perform the Specified Services.
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12. ATTORNEYS FEES
In connection with any litigation arising out of this Agreement the
prevailing party in any such action shall be entitled to recover attorney's fees and
costs.
13. NOTICES
All notices and communications to either party to this Agreement
shall be in writing and shall be deemed to have been properly given if
transmitted by registered or certified mail or hand delivery. All notices and
communications shall be effective upon receipt.
Notices shall be addressed as follows:
Village:
With a copy to:
Consultant:
C. Samuel Kissinger
Village Manager
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, Florida 33149
Richard Jay Weiss, Esq.
Village Attorney
Weiss, Serota & Hellman
2665 South Bayshore Drive
Suite 203
Miami, Florida 33133
W. F. Durham, President
Key Biscayne Chamber of Commerce
604 Crandon Blvd.
Suite 205
Key Biscayne, Florida 33149
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14. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of
the State of Florida.
IN WITNESS WHEREOF, the parties hereto have accepted, made and
executed this Agreement upon the terms and conditions above stated on the day
and year first above written.
CONSULTANT
KEY BISCAYNE CHAMBER
OF COMMERCE
604 Crandon Boulevard
Suite 205
Key Biscayne, Florrida 33149
By:
frit )Ler--,04/.9/2--7
W.F. Durham
President
Attest:
VILLAGE
VILLAGE OF KEY BISCAYNE
85 West McIntyre Street
Key Biscayne, Florida 33149
B
Attest:
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ohm F. Festa
Mayor
EXHIBIT A
1. CONSULTANT to serve as a referral source and conduit for
tourism and other inquiries by phone and/or by pedestrian walk-in traffic
regarding non -governmental issues on Key Biscayne therefore anyone phoning
or walking into the Village offices can be told to "Call and/or go to the Key
Biscayne Chamber of Commerce."
2. CONSULTANT to represent the Village of Key Biscayne at non-
governmental business -related sessions such as the Greater Miami Convention
and Visitors Bureau, the Beacon Council, Metro -Dade County Consumer
Services Department, etc.
3. CONSULTANT to provide timely marketing strategies and
demographic data for the purpose of assisting the Island's commercial interests
in meeting the needs of our citizens. In conjunction, to conduct educational
programs and seminars for the Island's commercial segment which will result in
an enhanced relationship with the community.
4. CONSULTANT will promote community awareness of business
interests through advertising, printed materials and promotions both on and off
the Key.
5. CONSULTANT to represent, advocate and be a voice for the
business community with regards to ordinances, resolutions and policies.
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6. CONSULTANT to assist in development programs and events,
e.g.
WinterFest and 4th of July Concert in partnership with the VILLAGE.
7. CONSULTANT to rent, equip, maintain and staff a Chamber office
which is accessible to the public during business hours.
8. CONSULTANT to provide bi-monthly newsletter to its
membership pronouncing issues of interest to the Island's businesses and to
promote close cooperation with other community and public service
organizations.
9. CONSULTANT to develop and maintain a volunteer network to
assist with community activities.
10. CONSULTANT to fulfill requests by the VILLAGE to communicate
directly with the business community as directed by the Village Manager.
11. CONSULTANT to submit monthly progress reports to VILLAGE at
the end of each month for the duration of this Agreement.
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EXHIBIT B
FEES FOR SERVICES
Seventy-five Thousand Dollars and no cents ($75,000.00).
Payments to be made to CONSULTANT by VILLAGE at the end of each month
in 1/12 increments of the total $75,000. A monthly progress report will be
submitted by CONSULTANT and provided to theVILLAGE, attention C.
Samuel Kissinger.
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