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HomeMy WebLinkAboutR-87-10964k J-87-1031 11/30/87 RESOLUTION NO. 096 A RESOLUTION AUTHORIZING THE CITY MANAGER TU EXECUTE THE THIRD AMENDED AND RESTATED 1NTERLOCAL AGREEMENT AND CONTRACT WITH GREATER MIAMI CONVENTION AND VISI`PORS BUREAU, IN SUBSTANTIALLY THE FORM ATTACHED, AND ALLOCATING FUNDS IN AN AMOUNT NOT TO EXCEED $100,000 FROM SPECIAL PROGRAMS AND ACCOUNTS, CONTINGENT FUND. WHEREAS, by Interlocal Agreement executed as of October 1, 1984 as amended by Amendment to Interlocal Agreement ("Interlocal Agreement"), Metropolitan Dade County, the City of Miami Beach, the City of Miami and the Village of Hal Harbour (together the "Participating Public Agencies") created a consortium pursuant to Part I of Chapter 163, Florida Statutes ("the Act") for the purpose of establishing a unified effort in the promotion and marketing of conventions and convention sales in Dade County, Florida; and WHEREAS, said Participating Public Agencies under the Act executed a contract with the Greater Miami Convention and Visitors Bureau ithe "Bureau") under which the Bureau agreed to carry out the convention promotions, booking and sales activities on behalf of the Participating Public Agencies; and WHEREAS, the Participating Public Agencies are desirous of amending the Interlocal Agreement to modify certain provisions regarding financial participation, special events, the duration Of Agreement, and the management by the Bureau Board of Directors; and WHEREAS, the City Commission, at the City Commission fleeting of November 19, 1987, passed Motion 87-1057 authorizing the City Manager to execute the Third Amended and Restated Interlocal Agreement and Contract with Greater Miami Convention and Visitors Bureau ATIMCWNAENTS ENCLOSED CITY COMMISSION MEETING Or DEC 10 1987 NOW, THEREFORE, BE 1T RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is Hereby authorized to execute the Third Amended and Restated Interlocal Agreement and Contract with Greater Miami Convention and Visitors Bureau, in substantially the form attached. Section 2. An amount not to exceed �100,000 is hereby allocated from Special Programs and Accounts, Contingent Fund. PASSED AND ADOPTED this loth day o ecember 1987. �►fit.ri► XAVIER L. S%KREZ, MAYOR ATT '5'T : MATTY HIRAI, CITY CLERK FINANCIAL REVIEW AND APPROVAL: L CARL GARCIA, DIRECTOR FIN DEPARTMENT BUDGETARY REVIEW AND APPROVAL: FRANK MAY, ACT DIRECTOR MANAGEMENT & 66DGET DEPARTMENT PREPARED AND APPROVED BY: ROBE;RT F. CLARK CHIEF DEPUTY CITY ATTORNEY APPROVED/AS TO FORM AND CORRECTNESS: TY ATTORNEY -2- (37-1.Q96 NOW, THEREFORE;, BE IT RESOLVED BY THE; CUMMISSION OF THE CITY OF MIAMI, FLORIDA: Section I. The City Manager is hereby authorized to execute the Third Amended and Restated Interlocal Agreement and Contract with Greater Miami Convention and Visitors Bureau, in substantially the form attached. Section 2. An amount not to exceed �100,000 is hereby allocated from Special Programs and Accounts, Contingent Fund. PASSED AND ADOPTED this loth day o ecember , 1987. XAVIER E. SLOKREZ, MAYOR ATT ' Tj : MATTY HIRAI, CITY CLERK FINANCIAL REVIEW AND APPROVAL: L CARL GARC IA, DIRECTOR TOR FINA&tt DEPARTMENT BUDGETARY REVIEW AND APPROVAL: FRANK MAY, ACT DIRECTOR MANAGEMENT & 660GET DEPARTMENT PREPARED AND APPROVED BY: ROBERT F. CLARK CHIEF DEPUTY CITY ATTORNEY APPROVEDA TO FOR14 AND CORRECTNESS: TY ATTORNEY R7-1-096 DOM THIRD AMENDED AND RESTATED INTERLOCAL AGREEMENT AND CONTRACT WITH GREATER MIAMI CONVENTION AND VISITORS BUREAU THIS THIRD AMENDED AND RESTATED INTERLOCAL AGREEMENT AND CONTRACT is made and executed as of this 1st day of October, 1987, by and between DADE COUNTY, a political subdivision of the State of Florida (the "County"), CITY OF MIAMI BEACH, a municipal corporation organized and existing under the laws of the State of Florida ("Miami Beach"), the CITY OF MIAMI, a municipal corporation organized and existing under the laws of the State of Florida ("Miami") the VILLAGE OF BAL HARBOUR, a municipal corporation organized and existing under the laws of the State of Florida (the "Village"), and GREATER MIAMI CONVENTION AND ..VISITORS BUREAU, INC., a Florida not -for -profit corporation (formerly Tourism Industry Coalition of Greater Miami, Inc.) (herein the "Bureau"): RECITALS: A. By Interlocal Agreement executed as of October 1, 1984, recorded in Official Records Book 12329, Page 288, of the Public Records of Dade County, Florida, as amended by Amendment to Interlocal Agreement recorded in Official Records Book 12400, Page 443, of the Public Records of Dade County, Florida, as amended by a Second Amended & Restated Interlocal Agreement dated _ as of October 1, 1986, recorded in Official Records Book 13159, at Page 297, of the Public Records of Dade County, Florida (together herein collectively referred to as the "Interlocal Agreement"), Dade County, Miami Beach, Miami and the Village (together the "Participating Public Agencies" or individually the "Participating Public Agency") created a consortium pursuant to the authority granted to each such Participating Public Agency in Part I of Chapter 163, Florida Statutes (the "Act"), for the purpose of establishing a unified effort in the promotion and marketing of conventions and convention sales in Dade County, Florida. ,97-IL096 B. Pursuant to authority granted to the Participating Public Agencies under the Act, a contract was entered into with the Bureau, under which the Bureau agreed to carry out tourism and convention promotion, booking and sales activities on behalf of the Participating Public Agencies (reserving to each Participating Public Agency the continued right, at its option, to separately promote and book certain special events). It is the goal of the Participating Public Agencies that such services be conducted in the most efficient and effective manner possible, utilizing a larger fund of public tax dollars and privately contributed resources, which the individual Public Agency would not otherwise have available alone, with the additional advantage of having available the experience and participation of all segments of the business community itself. C. The Participating Public Agencies and the Bureau desire to amend the Interlocal Agreement in certain particulars, including modifying certain provisions regarding special events and financial participation; NOW, THEREFORE, the parties agree as follows: SECTION 1. Contract with the Bureau. SECTION 1.01 The Participating Public Agencies hereby contract with the Bureau for the performance by the Bureau of the following tourism and convention sales and promotion functions should be: (a) To develop, promote, market, book and secure conventions, trade shows and group business; (b) To expand, develop and promote tourism in the domestic and world markets, through consumers, travel agents, tour operators, wholesalers, airline marketing, media, advertising, and other modalities determined by the Bureau; (c) To maintain programs and services, where practicable, in connection with the marketing and promotion of conventions and tourism, including convention services, tourist reservation services, and other operational and administrative programs in connection therewith; to prepare and distribute -2- (9 7-1.096 brochures, pamphlets and other advertising information, in a manner generally accepted in the tourism and convention industry, disseminating information about the Dade County area and the Participating Public Agencies; to cooperate with segments of the - private tourism and convention business community for the booking of hotel reservations, tour packages► car rentals, and other such services, and conducting activities normally provided by like convention and visitors bureaus in other parts of the nation; (d) To engage in tourism and convention research and planning, and to conduct campaigns of information, advertising, publicity, marketing or sales relating to tourism, conventions and convention events; (e) In general to conduct or assist in the conducing and carrying out of any program or project designed to attract visitors and conventions within the market areas of the Public Agencies, and to encourage and cooperate with public and private organizations or groups, hotels, motels, restaurants and other tourist related entities in their efforts to promote and attract tourists and conduct conventions; (f) To , employ, engage, compensate and discharge personnel necessary to carry out the foregoing functions, and to budget, administer and implement the funds received by it; (g) To accept, receive and expend private monies, gifts, fees, revenues and donations, in addition to the public funds transferred to it by the terms of this Agreement; (h) To enter into contracts with agencies, corpora- tions, persons, or other entities, to accomplish any or all of the above; (i) To perform any other function reasonably related to the policy and purpose of this Agreement. The Participating Public Agencies acknowledge that priority for booking shall be given to convention and group business that results in hotel room occupancy. SECTION 1.02 Reports, Records and Evaluation. The Bureau agrees to prepare and retain, and permit any Participating Public -3- 7-1.096 Agency to inspect, all records of the Bureau maintained for the purposes of carrying out the provisions of this Agreement. The Bureau agrees further that any Participating Public Agency may _ carry out monitoring and evaluation activities in such manner as will effectively insure the cooperation of the Bureau and its Board of Directors in the performance of the Bureau's functions, so long as such inspection and monitoring does not unreasonably impede or interfere with the functions of the Bureau. The Bureau agrees to provide to the Participating Public Agencies such reports as may be reasonably requested by them, and to provide, not less often than quarterly, an activity and financial report, setting forth generally the activities of the Bureau during the - previous quarter. It is the intention of these provisions that the Participating Public Agencies will be kept informed, on an _ ongoing basis, of the activities of the Bureau, and that a line of communication will always be open between such Participating ti Public Agencies and the Bureau. The Bureau agrees to render to the Participating Public Agencies an annual audited report covering the receipt and expenditure of public funds, prepared by an independent certified public accountant, in accordance with generally accepted accounting principles and practices consistently applied. SECTION 1.03 Compliance with Law. The Bureau shall comply with all applicable laws of the Federal, state and local governments relating to its activities. SECTION 1.04 Status of Bureau as Independent Contractor; Indemnification. The parties hereto understand and agree that the relationship of the Bureau to each Participating Public Agency is that of an independent contractor. In carrying out its functions under this Agreement, the Bureau is not, nor shall it ever be construed as, the agent or representative of any Participating Public Agency, and this Agreement is not intended to establish a partnership, a joint venture, or the relationship of principal and agent. The Bureau shall indemnify and hold harmless each Participating Public Agency from any claims, suits -4- 8 7_IL096 ^ demands or liability, of whatever nature, brought by others wherein any Participating Public Agency is made a party, through suit, claim, demand or otherwise, arising out of any activity of the Bureau under this Agreement. The Bureau shall take out and maintain adequate liability insurance, in reasonable amounts, consistent with general practices in the industry, insuring against those types of claims, suits or demands normally covered by liability insurance relating to convention and visitors bureaus, and shall name the Participating Public Agencies as co- insured by endorsement. Policies or certificates of such insurance shall be available to any Participating Public Agency if and when requested. SECTION 1.05. The Bureau Board of Directors. The Bureau — shall be managed by a Board of Directors, having such number of members and such composition as may be determined from time to time by the Bureau. At the option of any Participating Public Agency, the Mayor of such agency or his (her) designated representative (who shall be a member of the elected governing body of the Participating Public Agency) may sit as a voting member of the Board. The manager of any such agency may also attend such Board meetings ex officio, without a vote. The Board of the Bureau may act through an Executive Committee, which shall meet between meetings of the Board. The composition of the Executive Committee shall be as determined from time to time by the Bureau. SECTION 2. Funding. SECTION 2.01 Contributions from Each Participating Public Agency; Disposition of Special Event Monies. The manner in which each Participating Public Agency will provide financial support for the purposes set forth in this Interlocal Agreement shall be as follows: (a) The County shall contribute annually sixty percent (60%) of its Tourist Development Tax revenues, collected pursuant to Section 125.0104, Florida Statutes, and Dade County Ordinance No. 78-62, as amended from time to time, less an amount allowed -5- 8 i -'1,096 by law for collection costs, and less the sum of $300,000 for distribution by the County at its discretion for special events and other tourism related activities. (b) Miami Beach shall contribute annually fifty percent (50%) of the net revenues collected from its municipal resort tax, levied pursuant to Chapter 67-930, Laws of Florida, and the respective municipal ordinances applicable thereto, as amended from time to time, reserving to Miami Beach the right to retain from said allocation $250,000 annually for special events and not exceeding $125,000 for collection costs. (c) The Village shall contribute annually an amount that is agreed upon in writing with the Bureau, no later than 30 days prior to the commencement of each fiscal year. (d) The Bureau, through its participating membership .from the private sector, shall contribute from said private sources a minimum of $500,000 per year. The Bureau will make every effort to increase its contribution each year. (e) Miami shall contribute $100,000 annually. SECTION 2.02 Method of Pavment and Disbursement. Each Participating Public Agency shall transfer to the Bureau its required share of the tax revenues described herein within 30 days after receipt of the funds by the Participating Public Agency. SECTION 2.03 No Impairment of Bond Obligations; Option to Appropriate Alternative Revenue Sources. In the event any Participating Public Agency determines that the allocation of tax revenues required to be made under Section_3.01 above may impair the..obligation of any .contractual arrangement between the Participating Public Agency and the holders of its bonds secured by said tax revenues, the Participating Public Agency may appropriate to the Bureau an alternative revenue source equal to that amount of the Municipal Resort Tax or County Tourist - Development Tax, as the case may be, that would otherwise have been required by the Participating Public Agency during the then current fiscal year (the "Substituted Revenue Source"). In the S7--1096 110 It% event the Participating Public Agency upon making a determination that its bond obligations would be impaired, fails to contribute to the Bureau a substituted revenue source, said Participating Public Agency's participation in the Interlocal Agreement shall be forthwith terminated; provided, however, that in the event of such termination, said Participating Public Agency shall continue to be bound by any prior committed contract, convention reservation or other commitment duly made by the Bureau. Each Participating Public Agency agrees that it will not, during the term of this Agreement, or any extended term thereof, pledge or _ commit to a bond issue, present or future, any funds from its respective existing public tax sources cited above, which would impair its ability to meet its obligations under this Interlocal Agreement. SECTION 3. Duration of This Agreement. The term of this Interlocal Agreement shall be for the initial period of one year, and thereafter shall be subject to renewal each year by budgetary appropriation of the required financial contribution of the Participating Public Agency. Such action shall be deemed an automatic extension and renewal, subject to terms acceptable to the parties, of the Participating Public Agency's participation in the Interlocal Agreement for the next fiscal year. In the event of the withdrawal of any Participating Public Agency from the Interlocal Agreement, the remaining participants may elect to continue the Interlocal Agreement by adoption of an appropriate resolution of the governing body of each remaining participant. In the event the remaining partici- pants do not elect to continue the Interlocal Agreement, this Interlocal Agreement shall automatically terminate as of the end of the then current fiscal year. SECTION 4. Notices. All notices, demands and requests which are given by the parties shall be in writing and shall be deemed to be properly given if sent by United States mail, postage prepaid, addressed as follows: -7- R7_1096 :I-+ft 'ovw As to the County: With copy to: Attention: County Manager Metropolitan Dade County Room 2900 Metro -Dade Center 111 N.W. First Street Miami, Florida 33128 County Attorney Metropolitan Dade County Suite 2810 Metro -Dade Center 111 N.W. First Street Miami, Florida 33128 As to Miami: Attention: City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 With copy to: City Attorney City of Miami 169 E. Flagler St., Suite 1101 Miami, Florida 33131 As to Miami Beach: With copies to: As to the Village: Attention: City Manager City of Miami Beach 555 - 17th Street Miami Beach, Florida 33139 City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Visitors and Convention Authority 555 17th Street Miami Beach, Florida 33139 Attention: Village Manager Village of Bal Harbour 655 - 96th Street Bal Harbour, Florida 33154 With copy to: Village Attorney Village of Bal Harbour 655 - 96th Street Bal Harbour, Florida 33154 As to the Bureau: Attention: President Greater Miami Convention and Visitors Bureau 4770 Biscayne Boulevard Miami, Florida 33137 Any such names and addresses may be changed at any time upon the giving of written notice of such change sent by United States mail, postage prepaid, to the other parties affected by the change. A copy of any notice sent by one party to another shall be sent to all other parties noted above. IN WITNESS WHEREOF, the Participating Public Agencies have caused this instrument to be duly executed in their name and on their behalf by their duly constituted officers, and the Bureau mc W-to% e w►.� N has caused this instrument to be duly executed by its duly authorized corporate officers, all as of this first day of October, 1987. Approved as to form and legal sufficiency Assistant County Attorney i f (Seal) Approved as to form and legal sufficiency .Rw00 City Attorney (Seal) (Seal) (Seal) DADE COUNTY, FLORIDA By: County Man ge -16. / [deputy Cler CITY OF M. By: Attest: CITY OF MIAMI i V, • r :t� IOP�G�c''•. Ho.n.! ///J7/ ' By: City Manager Attest: Clerk VILLAGE OF BAL HARBOUR By: Village Manager Attest: Clerk GREATER MIAMI CONVENTION AND VISITORS BUREAU, INC. By: Chairman Attest: Secretary Authorized by Dade County Resolution No. R_jjZ7„'S'_„7 Authorized by City of Miami Beach Resolution No. 87-19061 Authorized by City of Miami Resolution No. Authorized by Village of Bal Harbour Resolution No. -9- R7-1096 ACKNOWLEDGMENTS STATE OF FLORIDA ) )ss: COUNTY OF DADE ) Before___Te personally appeared Sergio Pereira and County Manager and Deputy Clerk, respec- tiveYy, on behalf of DADE COUNTY, FLORIDA, known to me to be the persons described in and who executed the foregoing instrument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal, this [S� day of 1987. 1 _ \ �:.v11t.J.�Y�•T Notary Public, State of Florida at Large My Commission Expires: GviAO PD"ti.IC STATE 0� rV4iDL fV C'IWS5104 EMP :,ME 30.1446 STATE OF FLORIDA ) cati^:� rr:Pu GEt:EPtC INS. LSD. ) SS: COUNTY OF DADE ) Before me personally appeared Alex Daoud and Elaine Baker, Mayor and Clerk, respectively, on behalf of CITY OF MIAMI BEACH, FLORIDA, known to me to be the persons described in and who executed the foregoing instrument, and acknowledged to and ` before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal, this J� day of,�O Lz,/i�, 1987. / Notary Public, State or Florida at Large My Commission Expires: }IOTrAY rl'9LIC STATE GF Fl^"IDA NY CD:"jISSIC!1 r�P. FAY 2^'!y39 SONDED thRU GV;ERAL INS. 64. STATE OF FLORIDA ) SS: COUNTY OF DADE ) Before me personally appeared Cesar Odio and , City Manager and Clerk, respectively, on behalf of CITY OF MIAMI, FLORIDA, known to me to be the persons described in and who executed the foregoing instrument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal, this day of , 1987. My Commission Expires: Notary Public, State of Florida at Large -10- 97-109f STATE OF FLORIDA ) SS: COUNTY OF DADE ) Before me personally appeared Louise Miller, Village Manager, and Carol Monis, Clerk, respectively, on behalf of VILLAGE OF BAL HARBOUR, FLORIDA, known to me to be the persons described in and =. who executed the foregoing instrument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal, this day of 1987. Notary Public, State of Florida at Large My Commission Expires: STATE OF FLORIDA ) ) SS: COUNTY OF DADE ) Before me personally appeared Stephen Nostrand and Rafael Madan, Chairman and Secretary, respectively, on behalf of GREATER - MIAMI CONVENTION AND VISITORS BUREAU, INC., known to me to be the — persons described in and who executed the foregoing instrument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal, this day of , 1987. My Commission Expires: KMM/GMC-TA Notary Public, State of Florida at Large - -11- 197-1096 35 CITY OF MIAMI. FLORIOA INTEROFFICE MEMORANDUM 7o. Honorable Mayor and Members of the City Commission FROM: Cesar H. Odio City Manager ao RECOMMENDATIUN: DATE: y ' ^���1 FILE: 11v".. V SUBJECT: Ci.ty's Confirmation of Interlocal Agreement REFERENCES: ENCLOSURES: It is respectfully recommended that the City Commission adopt the attached resolution authorizing the City Manager to execute an Interlocal Agreement, in substantially the form attached hereto, with the Greater Miami Convention and Visitors Bureau for the purpose of providing a unified effort in the promotion and marketing of conventions and convention sales in Dade County, and allocate funds in an amount not to exceed $100,000. BACKGROUND: The Department of Conferences and Conventions recommends that the City of Miami continue its participation for a period of.one year as a "Participating Public Agency," with Metropolitan Dade County, the City cof Miami Beach and the Village of Bal Harbour, in a contract with the Greater.Miami Convention and Visitors Bureau wh.erebv the Bureau agrees to carry out convention and tourism promotions, booking and sales activities on behalf of the Participating Public Agencies. The City of Miami's annual contribution will be $100,000. Attachments: Proposed Resolution Third Amended and Restated Interlocal hgreement and Contract with Greatar Miami Convention and Visitors Bureau 3 5 -! 87--1096