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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. page 1 of 8 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 Page 2 of 8 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. Page 3 of 8 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 Page 4 of 8 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: Page 5 of 8 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. page 6 of 8 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. Page 7 of 8 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. Page 8 of 8