HomeMy WebLinkAboutR-87-0313J-87-286
3/31/87
RESOLUT ION NO. 87--313
A RESOLUTION APPROVING AND ADOPTING THE
RECOMMENDATION OF THE CITY MANAGER THAT
FACILITY MANAGEMENT GROUP, INC. ("FMG") BE
SELECTED TO OPERATE AND MANAGE THE CITY OF
MIAMI/UNIVERSITY OF MIAMI JAMES L. KNIGHT
INTERNATIONAL CENTER FOR A FIVE YEAR PERIOD
BEGINNING APRIL 15, 1987 AT AN ANNUAL COST OF
$150,000 SUBJECT TO A CONSUMER PRICE INDEX
ADJUSTMENT UPON THE TERMS AND CONDITIONS SET
FORTH IN FMG' S APRIL 1, 1982 AGREEMENT WITH
THE CITY; ALLOCATING FUNDS THEREFOR FROM THE
DEPARTMENT OF CONFERENCES AND CONVENTIONS
OPERATING BUDGET; AND AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AMENDMENT TO THE
AGREEMENT UPON THE TERMS AND CONDITIONS SET
FORTH THEREIN.
WHEREFORE, on or about April 1, 1982, the City and
Facilities Management Group, Inc. ("FM") entered into a
Management and Operations Agreement for the operation of the City
of Miami/University of Miami James L. Knight International Center
on behalf of the City; and
WHEREAS, the original five ( 5 ) year term of the
aforementioned Agreement expires on or about April 15, 1987; and,
WHEREAS, the applicable provisions of this Agreement dealing
with its term provides that the original term of the Agreement
shall be for a period of five (5) years, and providing further
that said Agreement may be renewed for additional five (5) year
terms, not to exceed twenty-five (25) years, at the option of the
City, subject to the existing requirements of law at the time of
the expiration of the initial term; and
WHEREAS, the appropriate procurement procedures relative to
the City of Miami contracting with a professional management
company are competitive negotiations in accordance with
Section 18-52.2 of the City of Miami Code; and
WHEREAS, in accordance with the applicable competitive
negotiations procedures, the City Manager interviewed the
officers of three (3) professional firms who are prominent and
noteworthy in the management and operation of public facilities:
MEETING OF
APR 9 07
Spectacor Management, Decoma Venture, and Facilities Management
Group, Inc. ("FMG"); and
WHEREAS, the City Manager, in his reasoned administrative
judgment, based upon established competitive criteria, has
recommended FMG as the firm possessing the best and most
advantageous combination of experience, qualifications, quality
of service, and cost or fee to the City for the management and
operation of the Center on behalf of the City;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The City Manager's recommendation of
Facilities Management Group, Inc. ("FMG") as the firm to operate
and manage the City of Miami/University of Miami James L. Knight
International Center for the five (5) year period commencing on
April 15, 1987 and terminating on April 15, 1992 at an annual
cost of $150,000 subject to a Consumer Price Index adjustment is
hereby approved and adopted with funds therefor being hereby
allocated from the Department of Conferences and Conventions
Operating Budget.
Section 2. The Management and Operations for said Center
for the aforementioned five (5) year term is hereby awarded to
FMG who will continue to provide services to the City in the
areas of rental of space, advertising, promotion,
marketing/sales, events management, box office, public relations,
procurement, maintenance, security, support, and similar services
under the direction of the City Conferences and Conventions
Director.
Section 3. The City Manager is hereby authorized to
execute an appropriate amendment, in a form acceptable to the
City Attorney, to the existing Management and Operations
Agreement of April 1, 1982 between the City and FMG.
PASSED AND ADOPTED this 9th day of AprilAprilol 1987.
ATT T X XAVIER L. SUAVAr MAYOR
MAT HIRAI, CITY CLERK
-2 - WwP313 .
BUDGETARY REVIEW & APPROVED BY:
MANOHAR SURANA, DI TOR
FINANCE REVIEW & PROVED BY:
CA S ARCIA, DIRECTOR
PREPARED & APPROVED BY:
RAF 'L E. SUAREZ IVAS
ASSISTANT.•)CITY ATTORNEY
APPROVID /AS TO FORM AND CORRECTNESS:
IA A. DOUGHERTY,
RSR/yv/M37 3
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO. Honorable Mayor and OATS. March 25, 1987 FILE:
Members of. the City Commission
su8.1Ecr Resolution Authorizing
Continuation of Contract
Between City & FMG
FROM• Cesar H. Odio REFERENCES -
City Manager
ENCLOSURES.
BACKGROUND:
The original Agreement between the City and Facilities Management
Group, Inc. ("FMG") for the management of the City of
Miami/University of Miami .Tames L. Knight international Center
provides, in the applicable part, that:
(a) The term of this agreement shall be for
a period of five (5) years commencing on
April 15, 1982 and terminating on April 15,
1987.
(b) The term [of the agreement] may be
renewed for additional five (5) year terms up
to twenty-five years at the option of. the
City, subject to the existing requirements of
law at the time of expiration of the initial
term.
The original contract between the City and FMG was entered into
on April 1, 1982 and its initial term expires on April 15, 1987.
As may be seen from the attached memorandum of City Attorney
Lucia A. Dougherty, which is dated February 27, 1987, this
contractual clause has been construed as indicating that the
applicable law, Section 18-52.2, City of Miami Code, provides, in
summation, that the City Manager interview at least three (3)
firms who possess the ability to provide such professional
services and evaluate the range of competing plans,
specifications, standards, terms or conditions of such firms to
provide these services. I have interviewed three such
professional management firms in the last month and spoke to the
following officers of such firms:
(1) Michel (Mitch) Sauers of Spectator Management, whose
primary business office is in Philadelphia,
Pennsylvania.
Honorable
Mayor
andMarch
25, 1997
Members of.
the
City Commission
Page 2
(2) Dean Patrinelly, President, Decoma Venture, whose
principal place of business is in Houston, Texas.
(3) Denzil E. Skinner, President, Facilities Management
Group, Inc. ("FMG"), whose principal offices are in
McLean, Virginia and who also has a local office
situated at the James L. Knight International Center.
All three companies interviewed were asked the same questions
regarding such factors as their prior experience and expertise in
management and operations of comparable public facilities, the
prior contractual history with governmental entities who operate
similar public facilities, the proposed cost or fee of the
professional services to the City, and the booking policies,
insurance and bonding co,ierages of the firms, as well as the
authority of the firm's on -site or local officials.
After personally conducting these interviews, it is my reasoned
opinion that FMG offers the City of Miami the best available
experience, qualifications, quality of service, and cost or fee
to the City for the management and operation of the City of Miami
James L. knight International Center.
RECOMMENDATION:
It is respectfully recommended by the Director of Conferences and
Conventions Department that the City Commission adopt the
attached Resolution finding Facilities Management Group, Inc.
("FMG") to have the best experience, qualifications and
reputation for the continuation. of FMG's services as a
professional management company to manage rental of space and
provide advertising, promotion, marketing/sales events,
management, security, custodial support and similar services to
the City for a second five (5) year term at the City of
Miami/University of Miami James L. Knight International Center.
If approved by you, the Resolution authorizes the Manager to
execute, on the City's behalf, an amendment to the contract
between the City and FMG extending its term for five (5) years or
until April 15, 1992.
0 0
...ems.. �„
CITY OF M.IAMI, FLORIDA
INTER-dowice MEMORANDUM
TO: Cesar IV Od o CAM February 27, 1987 MS.
City nag r
suuccr: Management & Operations
Agreement for the City of
Miami/University of Miami
FROM; L Aia. ugh ty acrt�cHCEs: James L. Knight Int'1 Center
City Attorney
ENCLOSURES:
The present contract for management and operations of the
James L. Knight International Center expires on April 15, 1987.
This contract was entered into on April I, 1982 between the City
of Miami ("City") and FMG, Inc. ("FMG"), and expires on or about
April 15, 1987. •
The governing section dealing with the term of the agreement
provides that:
(a) The term of this agreement shall be for
a period of. five (5) years commencing on
April 15, 1982 and terminating on April 15,
1987.
(b) The term [of the agreement] may be
renewed for additional five (5) year terms up
to twenty-five (25) years at the option of
the City, subject to the existing
requirements of law at the time of expiration
of the initial term.
Therefore, because this is a contract for the professional
services of a private management company to manage the Center and
all of its activities and operations, including rental of space,
advertising, promotion, marketing/sales, events management, box
office, public relations, procurement, maintenance, security,
custodial and support services, the, appropriate procurement
method for seeking a firm for the second f ive ( 5 ) year term of
the contract is set forth in 5 18-52.2 of the City of Miami Code:
"Competitive negotiations".
that: Particularly, the applicable provisions of 5 18-52.2 state
(2) Competitive negotiations shall be used
in the procurement of personal and
professional services...
3
e
00
Cesar H. od io
City Manager
February 27, 1987
Page 2
(3) The city manager shall make
recommendations to the city commission
regarding the procurement of personal and
professional services not exempted in
subsection (a)(2), above, and in excess of
fifty thousand dollars ($50,000.00) and
present evidence that he has interviewed at
least three (3) individuals or firms
possessing the ability to perform such
services and that he has obtained information
from said individuals or firms relating to
experience, qualifications and the proposed
cost or fee for said services.
(b) Award. After reviewing the city
manager's recommendation, the city commission
may award the contract to the individual or
firm recommended by the city manager or the
city commission may reject such
recommendation and, if appropriate, instruct
the city "manager to conduct additional
interviews and make further recommendations.
The decision of the city commission shall be
final. All contracts shall be approved as to
form and correctness by the city attorney,
and a copy shall be filed with the city
clerk. (Ord. No. 9572, S 1, 2-10-83).
Consequently, the city manager should make expedient
arrangements to interview three business entities whom are known
and established in the trade of municipal or governmental (e.g.
public) convention center management, with its above referenced
activities and operations.
The city manager should personally conduct these interviews
because S 18-52.2, City of Miami Code, provides that he shall
present evidence that he has interviewed at least three such
firms. The city manager should, by using materials and
information available from prior public bids of this facility,
ask the same questions of the three (3) firms he interviews.
These questions should address:
(1) The prior experience, expertise, qualifications and
reputation of the firm in operating similar public facilities.
(2) The prior contractual history of each firm's
involvement with governmental and/or business entities who own
convention centers and similar pubxia-"facilities.
87-313
0
4%
Cesar H. Odio
City Manager
February 27, 1987
Page 3
(3) The proposed cost or fees charged by each such
interviewed firm relative to the cost or fee £cr such
professional management services which involve all the services
enumerated in the April 1982 contract between the City and FMG,
such as the rental of space, advertising, promotion,
marketing/sales, events management, public relations,
procurement, maintenance, security, custodial and support
services for conferences, conventions, exhibitions, performances,
special events, and any and all convention events and support
services taking place in the facility.
(4) The booking policies, authority of the resident firm's
director or manager to manage the firm's business, the bonding
and insurance carried by the firm, as well as the format of user
(e.g. subtenant) rental agreements employed by the firm should
also be inquired into.
After the city manager has interviewed the three (3) firms
which are suitable by way of experience, qualifications, cost and
similar factors set forth in 5 18--52.2, City of Miami Code, he
shall make a written recommendation to the city commission as to
which firm, in his professional judgment, offers the most
advantageous combination of price, quality and similar features
to the City.
After receiving the city manager's recommendation, the city
commission may award the Management and Operations A reement for
the City of Miami/University of Miami James L. Knight Center for
a successive five ( 5 ) year period to the firm or individual the
manager recommends. The term of the contract to be awarded would
be from April 15, 1987 through April 15, 1992. The city
commission may award this contract to the selected individual or
firm by resolution.
Thereafter, if the contract was awarded to another firm or
individual besides FMG, the current professional management firm,
a new Management and Operations Agreement for a five (5) year
term would be executed between the City and that selected
individual or Firm. Conversely, if FMG, the current professional
management firm, was selected, an amendment to their contract
with the City would be legally sufficient and could merely
continue the existing contract for five years. .
LAD/RSR/yv/P247
cc: Tony Pajares, Conferences and Conventions Director
John J. Copelan, Jr., Deputy City Attorney
6
B7-31.3
MANAGEMENT AND CPERATIONS AGP2EV2NT
This Agreement entered into this __/_ day of April, 1982, by
and between the City of Miami, a municipal corporation of Dade
County, Florida, (hereinafter the "CITY") and FMG, INC., a
Professional Management Firm organized and existing under the laws of
the State of Delaware (hereinafter the "FIRM").
W I T N E S S E T H:
WEz:R AS, the CITY owns the City of Miami Convention Center
("Center"), which for the purposes of this Agreement, is defined as
all of the City of Miami/Cniversity of Miami James L. Knight Inter-�
national Center,• excepting only those areas leased to the University
of Miami and to Miami Center Associates, Ltd. (Hotel Developer), and
is delineated by the area outlined in red on Attachment "A" hereto;
WHEREAS, the City of Miami/University of Miami and Miami Center
Associates (hotel Developer) which are to occupy the City of Miami/
University of Miami James L. Knight International Center; and
WK.ER AS, the City of Miami and University of Miami have entered
into an agreement dated April 1, 1977, for use of designated spaces
s: ...in the :nternational Center and is incorporated in and made part -
of -his contract and shown as Attachment "B"; and
the University of Miami and Miami Center Associates
Motel Developer) have entered into an Agreement dated April 10, 1978,
establishes certain rights of the University, which is shown as
J A:tac -=en _ "C" ; and
nF—_-F AS, the City of Miami and Miami Center Associates (Hotel
"Weveloper) have entered into an agreement dated September 13, 1979
(Attach. —en: "D") , for use of designated areas within the International
Center; and
:iazm%S, the City of Miami, University of Miami and Miami Center
"social s have mutually acknowledged each other as having certain
r:=-:s !zr use and occupancy of each others areas for program events
:ne :nzernational Center; and
•.r: � �. . r ;�'1 '�., +IL'lbirr'�lix' ; • ri _'V�'���%'I:y'?�-: '...�...... ' �.. � _ ...._ .. �. , C . .. .. .
WHEREAS, the CITY requires the services of a private management
company to manage the Center in all of its activities and operations,
including rental of space, advertising, promotion, marketing/sales,
events management, box office, public relations, procurement, main-
tenance, security, custodial and support services for conferences,
conventions, exhibitions, performances, special events, and any and
all convention events and support services taking place in the facility
as deemed necessary by the management company; and
%TQ—PM.,S, the FIRM has expressed a desire to perform the
required services for the CITY; and
WHEREAS, the FIRM,, by reason of its expertise in facility manage-
ment, is eminently qualified to manage and operate the center on
behalf of the CITY and the CITY contracts for the FIP14's services as
provided herein; and
WHEREAS, the title Executive Director as used herein is specifi-
cally defined to mean the City Manager or his designee who shall be
an individual and CITY agrees it shall give FIRM not less than four-
teen (14) days notice of any change in the individual so designated;
NOW, TE-HEREFORE, in consideration of the mutual covenants con -
tamed herein, the CITY and FIRM agree as follows:
a he term of this Agreement shall be for a period of five
(5) ::ears commencing on April 14'r 1982 and terminating on
i
Apr:: / h 1987.
�. This term may be renewed for additional five (5) year
ter-s up to twenty-five (25) years at the option of the CITY,
sub4 t to the existing requirements of law at the time of
exoir3tion of the initial term.
2. SCOPE OF SERVICES.
The :I shall have full responsbility for management, operation
=d -a:n e=Ance of the Center, which shall include the performance of
subject to controls and restrictions as stated
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elsewhere in this Agreement and in an operational manual to be developed
and agreed to by the parties to this Agreement:
a. Temporary rental on behalf of the CITY of assembly
spaces within the facility;
b. Advertising and marketing;
c. Supervision of relations with news and entertainment
media of all types, including all negotiations and agreements
pertaining thereto;
d. Building and grounds operations and maintenance,
including, but not limited to, purchasing, payroll, fire preven-
tion program, security program (such programs to be approved by
the Executive Director in accordance with paragraph 8.a. hereof),
routine repairs, janitorial services and energy conservation;
e. Event management, including, but not limited to, crowd
control, security, admission procedures, supervision of box
of:ce, and servicing of users such as conventions and enter-
tai .meat;
f. Any and all matters that may be required to properly
mere. andise, utilize and promote the use of the Center;
S. Authority to purchase and contract pertaining to the
Center, all of the following in accordance with the approved
budget:
1. Conventions, trade shows, meetings and banquets;
Z. Entertainment;
3. Sports;
4. Consumer shows;
S. All other forms of activity and entertainment that can
pro=erly be housed or exhibited at the Center;
6. Service contractors, such as security, cleaning,
e:e=:::cal, etc.;
Maintenance of the Center and the equipment contained
t!%erein in the condition received, wear and tear excepted, and
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where possible and with budget permitting, through improved
maintenance, upgrading the condition of facilities.
i. Prior to accepting occupancy and each year thereafter,
at the time of submission of the annual budget to the CITY, the
FIMIA and Executive Director jointly shall prepare and submit to
.- a C:TY an inventory o! all CITY -owned equipment, stating
quant_=ies, capacities, operational status, appearance and
recc.=endations for major maintenance or replacement. All losses
in inventory shall be documented by FIRM as soon as such losses
occur and the proper authorities promptly notified. FIRM shall
prepare and submit to the Executive Director a quarterly report
on maintenance and breakdowns of all major pieces of installed
and portable equipment.
j. Be responsible for the administration of all agreements
for use of the facilities, including but not limited to the
collection of all sums due from users and the general public for
the rental and use of the facilities. Subject to the prior
approval on a case -by -case basis by the Executive Director, the
:MM -s authorized and empowered and is granted the responsibility
to pursue all appropriate legal action as is necessary to collect
:r.ra-d obligations and enfc=ce all rights of the CITY, including
the pursuance of all legal remedies available for such purposes,
su�_-ject to the provisions of the City Charter. The CITY agrees
that the responsibility of the FIRM herein provided shall be
=urs::ed in the name and on behalf of the CITY. In the event that
--he City Attorney's Office does not represent the CITY's interest
in these matters, selection of and expense for legal counsel
shall be approved in advance by the CITY.
;c. In performing its obligations and meeting its responsi-
bilities under this Agreement, the FIRM agrees to recognize and
with all obligations of the CITY to the University of
x:a=:,. under the Agreement dated April 1, 1977, and the Lease to
=e entered into pursuant to the provisions of the April 1, 1977,
Agreement.
.7
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1. The FIRM shall monitor all concessions operated in the
Cony ion Center by Miami Center Associates, Ltd. (Hotel Developer)
and report to the Executive Director periodically in respect to
the quality of the products, and adequacy of the services pro-
vided to the extent cf the CITY's right to do so. The FIRM shall
investigate and report on complaints involving the concessions.
M. This Agreement establishes the duty and responsibility
of z FT-P-S as to the management, operation,, and maintenance of
the Convention Center, and any person dealing with the FIRM has
the right to rely on the FIRM's power and authority with regard
to the use and occupancy of the Convention Center to the extent
prescribed in this Agreement. The FIRM shall not have authority
to encxaber any real or personal property.
3. CO"t?ENSATION
The CITY agrees to pay the following management fees to the FIRM
for its services in operating the Center.
a. The CITY agrees to pay an annual management fee of One
Hundred Forty Thousand Dollars ($140, 000.00) payable �_i,,,,n�// equal
installments in advance, commencing on the / day of
April, 1982, during the initial term of this Agreement. Said
annual management fee shall be adjusted in accordance with the
Cons•.:•:.er Price Index (CPI) on July 1, 1982, and will be adjusted
annually in direct proportion to changes in the CPI, based upon
Jul_ 1, 1982, as the base CPI.
b. CITY and FIF.M agree that at the end of the first full
year of operation, the parties will develop within ninety (90)
days an equitable incentive compensation agreement in addition to
the .:.anagement fee set forth in Section 3a, subject to CITY
exreditiously obtaining favorable opinion from bond Counsel. ,
Compensation for all the FIRM's local personnel including
:.-e -_%4's facility manager, and all operating costs will be
;,n=*_.fed in the annual operating budget as reimbursable items
he CITY to the FIRM.
IMM
L_ ____ __. _ .�
4. FISCAL RESPONSIBILITY
a. The FIRM agrees to render monthly on an agreed date, a
financial report to the Executive Director in a form developed
and from time to time revised by the FIP.M and CITY.
b. T::e FIRM agrees, at the request of the CITY, to meet
wish the Executive Director to answer questions relating to the
o:era:'on of the building and/or the financial report. In
addit3.cn, FIRM agrees (on a date to be agreed upon) following
each fiscal year (which shall correspond to the CITY's fiscal
year), to provide at the tITY's expense to the CITY a complete
financial report of the Center. Said yearly report will be
audited by a nationally recognized accounting firm acceptable to
the CITY and the FIRM; the accounting.firm's audit report shall
be accompanied by a letter from said accounting firm expressing
its opinion as to the effectiveness of internal controls and
.other related matters. At the option of the CITY and at its
expe..^.se, a six-month audit may be perfcrmed.
_ c.; The FIRUM agrees to use forms, accounting methods,
� J
- r a 1 controls and procedures for its reports in a form
developed and from time to time revised by the CITY.
\�• d. The FIRM agrees to provide itself with *-hose forms,
sur cries, schedules, and reports that it must use as part of its
ac--canting methods and procedures.
e. The FIRM agrees to keep and maintain, at its office in
.+ a._-:, separate and independent records in a separate set of
boors devoted exclusively to its Center management operations in
Said books, ledgers, journals, accounts, and records
shall contain all entries reflecting the business operations of
.he ?:?_d under this Agreement. All of the foregoing records
shall be open for examination and audit by CITY -authorized
-e:= el during FIRM's ordinary business hcurs. FIRM agrees
:nat z:l documents, records and reports maintained and generated
;:::s_ant to this contractual relationship, shall be subject to
W
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the provisions of the Public Records Law, Chapter 119, Florida
Statutes.
f. Within thirty (30) days after the end of each six (6)
month period during the term of this Agreement, an operating
statement reflecting all of the business operations, including a
statement on cash controls, of the FIRM in the management of the
Center =rider this Agreement is to be submitted to the CITY. The
costs of preparing such statements shall be reimbursable to the
FIRM as ad,-unistrative expense under the annual operating budget.
g. The CITY may request additional financial or statistical
reports with respect to the Center, and FIRM agrees promptly to
provide same to the extent such reports are kept by the FIRM in
the norm l course of its business. Reports not so kept shall be
funded as a reimbursable expense as approved by the City Manager.
it is agreed that such requests by the CITY will be reasonable
with respect to timing and repetition and included as operating
expense. Any additional personnel required may be employed pro-
vided =•:-ds same are approved by the Executive Director.
5. EXPENDABLE SUPPLIES
a. The FIRM will be responsible for purchasing all expen-
dable supplies for the operation of the Center from funds provided
in the CITY approved budget. The FIRM will exercise prudent
judg-ent in the purchase of said supplies within budget guide-
,
b. To the extent the prices are competitive and it is cost
effective, the FIRM shall, whenever feasible, purchase such
supplies from bona fide small or minority businesses with residency
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;'tiA�
6. OPERATING BUDGET
a. The FIRM agrees that each year on May 1 or a date
specified by the CITY, it will prepare and present a line item
budget for the Center, which budget will follow the existing CITY
budget process. Said budget shall include a projected income and
expense statement and projected year-end balance sheet and
statement of projected sources and applications of funds. Addi-
tionally, the budget shall include but not be limited to the
following detailed projections:
1. Gross revenues by department and sources;
i. Operating expenses by department;
3. Departmental incomes;
4. Administrative and general expenses;
5. Marketing, advertising and promotion expenses;
6. Energy costs; and
7. Repairs and maintenance.
b. it is understood that the FIRM, in accordance with
provisions to be agreed, shall be given a budget effective
(Octc!er 1) of each fiscal year. It is the intention of the CITY
to f•,:rc adequately the operation of the Center in accordance with
-the level of activities generated, and the FIRM is not expected
to fund the operations from the management fee. The FIRM's
responsibility to manage, operate and maintain and perform its
other obligations shall be dependent on the CITY's responsibility
:o approve sufficient operating funds. CITY further agrees that
4ts failure to provide such funding will relieve the FIRM from
" s responsibilities and obligations to perform under this
Agreement. It is further understood that the FIRM will not
exceed any sums in excess of those amounts allowed in the approved
—.4-e: -zf the CITY. In the event that the FIRM does so over -
»en=. :t shall be responsible for said sum and shall reimburse
:!:e :::'f for said sum within thirty (30) days after the end of
sac- =--retract year, or the CITY may withhold said sum from the
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d.
C
fees due the FIRM; provided, however, that the FIRM may exceed
the budget submitted for any line item or line items without
incurring responsibility or liability, so long as it does not
overspend the overall budget as submitted and such is approved in
advance by Executive Director. It is further understood and
agreed that the FIMM shall have the right to seek and a reasonable
rigi:t to receive additional sums for extraordinary expenses to
fund increased activity and revenue sources. Should such requests
become necessary, the FIRM shall receive said additional funds
only if approval for advancement of the same is given by the CITY
after submission to the CITY.
70. OPERATI\G FUNDS _ � Q`
ITY will advance to the FIRM, at the beginning of each
contract year, an amount equal to one -sixth of the approved annual
operating budget for the Center. Thereafter, CITY will advance to
FI1:; on a monthly basis, such stuns as are necessary to operate the
Center for the following sixty (60) day period.
8. AUTHORITY OF EXECUTIVE DIRECTOR
The Executive Director shall -have all powers presently prescribed
by the Cit_: Co:n.•nission and exercise such powers under the direction of
ua.^.ager, including but not limited to the following powers:
a. To establish in conjunction with the FIRM and others
w on a continuing basis, operations policy in the form of an
��"�• �'�� ccera:'ional manual for the Convention Center, so that at all
�r
-i'r rr -.4 es the best interests .of the entire community and, to the
extent possible, the entire convention and tourism industry in
Miami will be represented.
b. Together with the FIRM, to review annually the per-
for--,-.ce of the previous year to determine if the goals and
== t,z :a jointly established by the FIRM and the Executive
:ir►::or on an annual basis, are being met and to promulgate such
as they shall deem necessary.
c. To monitor the activities and expenditures of the FIRM
on behalf of the Convention Center to ensure that said activities
and expenditures conform to the policies set forth and to the
budget approved by the CITY.
,• d. ; To set a schedule of rents, rates, fees and charges for
t.':e use or occupancy of and for furnishing services in connection
with. Convention Center as recommended and submitted by a City -
appointed consultant, as required by the Center's Trust indenture
and incorporating recommendations from the FIRM.
e. To review, approve or disapprove or change the annual
budget to be submitted to the CITY by the FIRM on behalf of the
Convention Center.
f. Prior to approval of the budget, to cause an annual
inspection of the Convention Center, all installed and portable
furniture and equipment and capitalized supplies, and any other
•such item that is the property of the CITY to be conducted to
dete amine the condition of the same, to assess damages and file
:nszrance clai:is or seek reimbursement from appropriate parties.
This inspection will be performed by the CITY -appointed consultant
spec_=:ed in Section 6.d. above.
g. Maintain in the CITY's offices at the Convention Center
a waster reservation control of all meeting and function spaces
of —he Hotel, University and CITY. Executive Director will
establish a standard reservation procedure, which will become
part of the operations manual.
h. All contacts between the CITY and the FIRM regarding
the administration of this Agreement shall be directly through
th,e Executive Director.
9.
COVENANTS OF THE FIRM
FIRM agrees to exert its best efforts in managing and
A
c=e::::ng the Center so as to minimize operating costs and
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8'7-313
AMk
maximize revenues, subject however, to the limitations of the
operating budget and/or funds available.
b. FIRM agrees to be responsible for the administration of
all agreements for use of the Center, and shall exert its best
efforts to collect all sums due from users and the general
public for the rental and use of the facilities.
CO To the extent the CITY makes funds available, the FIRM
agrees to maintain the Center and its facilities in the condition
received, reasonable wear and tea: excepted.
d. The FIPM agrees to provide services as necessary to
acco^plish FIRM's responsibilities pursuant to this Agreement;
provided, however, that any and all obligations of the FIRM under
this Agreement are subject to the CITY making available sufficient
funds to -the FIRM.
10. COVENANTS OF THE CITY
a. CITY agrees that prior to the effective date of this
Agree=ent, it will provide to the FIRM a full and complete equip-
ment audit and certifications of warranties governing all e'quip-
=ent contained in the Center. The CITY further agrees that as of
the effective date of this Agreement all of its warranties on
sa:= a :ulpment shall pass to the : I:�: to be enforced by the FIRM
on t:.e CITY's behalf-.
b. CITY agrees that if, and to the extent, any possessory
interest tax or taxes which may be imposed or levied upon the
F:?:! in connection with this Agreement, said taxes shall be
re4-"—:-sable to the FIRM as an operating expense to the extent
per-itted by law; provided, however, if for any reason CITY does
not =ei.m.burse such taxes, FIRM shall have the option to void this
Acreewe:.t. This shall not include corporate business taxes.
11. CAPITAL IMPROVEME*:TS AND REPAIRS
The ::7Y will retain the responsibility for capital improvements
:t the Center. The FIRM agrees to provide to the Executive Director
zn m4r= : of each year, a schedule of items that can be reasonably
antizipa ed as necessary capital expenditures. The purpose of such a
.�. _•f�i�A�i"�.�^':9.�slAl�?i+•� �`+r4�3fC3,7►�'�'s'ay,'•riRL':N.�#*+�41K•:��+4'����.�,a�'_'_�. - - � ,..
schedule is to allow the CITY to include such projects in its budget
for the ensuing year and to prepare and update a long range (five
year) capital expenditure budget. The FIRM's failure to list particu-
lar items or projects shall not be deemed a waiver of CITY's responsi-
bility to --ake such capital expenditures. "Capital expenditures"
Weans all expenditures for building additions, alterations or improve-
ments, and for purchases of additional or replacement furniture,
aac.hinery cr equipment, the depreciable life of which, according to
accepted accounting principles is in excess of one (1) year. All
routine and minor repairs, maintenance, and equipment servicing shall
be the responsibility of the FIRM reimbursable to FIRM as operating
expense.
CITY shall be responsible for the costs of all repairs (structural
or non-structural, interior or exterior), maintenance and/or replace-
ment costs required to operate the Center and all its fixtures, signs,
displays, equipment, machinery, appliances, appurtenances, improve-
ments, alterations, syste:is (including but not limited to the plumbing
and electrical systems, wiring and conduits, heating and air conditioning
s_ste:..$) . Such repairs, maintenance and replacements, interior and
exteri-w , ordinary as well as extraordinary, and structural as well as
ncn-structural, shall be made promptly as and when necessary. All
repairs, replacements and maintenance shall be of a quality and class
at leas equal to the original work. Any replacement of an item con-
tained on he inventory schedule shall be deemed the property of CITY.
::?!! s a-: advise CITY of necessary repairs and request that CITY make
t. a said repairs. CITY shall notify FIPM within fifteen (15) days of
recei;t the FIR14's notice to repair as to whether CITY wants the
repairs =ade. However, if such repairs are of an emergency nature,
nz_v. may at its option make such repairs in accordance with the
-:ovisions.
:n rasa of an emergency repair, the FIRM may proceed to make
•- - .Lch case CITY shall reimburse FIRM for the full amount of
- 12 -
97-313 1
the repair. An emergency repair is defined herein as the repair of a
condition which, if not accomplished immediately:
1. Creates a dangerous and/or unsafe condition at
the Center; or
2. Is needed to permit a scheduled event at the
Center to take place.
12. :ti'SuRA.NCE
c
:::e ::?`". agrees to obtain insurance coverage as specified below,
and agrees to ziai^tain such required insurance in force, as a reim-
bursable expense, during the life of this Agreement. tdo modification
or change in insurance shall be made without ninety (90) days written
advance notice to the CITY.
a. Worker's Compensation Insurance - as required by
Chapter 4401 Florida Statutes.
b. Comprehensive General Liability Insurance - with at
leas a combined single limit for bodily injury, and property
damage liability of $10,000,000 per occurrence. The Products and
Completed Operations and Contractual Liability exclusions shall
be el°::inated. The policy shall be endorsed to include personal
liability coverage.
C. Automobile Liability Insurance - covering all owned,
-r.-ned and hired vehicles used in connection with the work, in
amou=.ts of $1,000,00.0 per person - $3,000,000 per occurrence for
bodily injury liability and $3,000,000 per occurrence for pro-
per:.: damage liability.
d. The FIRM agrees to carry a Fidelity Bond in an amount
not :ess than $1,000,000 on all officers, employees, and agents
who have custody of or access to any revenues, monies or securi-
ties of the CITY in connection with the Center operations.
e. Professional Liability Insurance - with respect to
advertising, promotion and booking of the facilities, with
::=::s of $5,000,000 per occurrence.
:. The CITY shall be named as additional insured, as its
:::serest may appear in the insurance policies described in sub-
sec::ons b and c hereinabove.
- 13 - 1,'
8'7-313 N
g. Additionally, the FIPM shall carry a $10 million
Insurance Umbrella -Type policy taking effect on top of the base
$10 million coverage required above.
All costs of insurance are reimbursable by the CITY to the FIRM
as an operating cost, including any deductible amounts under such
insura.-:ce.
CITY. will promptly, but no later than the date of commencement of
FIRM' S employment, provide to FIRM evidence that it is either self -
insured or has obtained insurance from the type of insurance carrier
noted below that will adequately protect against property damage to
the Center and all its contents, including fire insurance, hurricane,
wind, water, flood insurance and extended coverage. In the event CITY
is self -insured for all or any part of this coverage, it acknowledges
it accepts total responsibility for any and all losses and will not
seek recovery against the FIRM.
-All insurance policies required of the FIRM above shall be issued
in companies :authorized to do business under the laws of the State of
Florida. As minimum qualifications as to management and financial
strength., _he insurance company or- companies must he rated no less
than "A" as to management, and no less than "Class X" as to strength,
b_• t.:e latest edition o: Best's Insurance Guide, published by Alfred
Best C=any, Inc., 75 Fulton Street, New York, New York.
The FIRM agrees to furnish Certificates of Insurance to the CITY
r::cr to co.:=encing any operations under this Agreement, which Certi-
=:cites =::a11 clearly indicate ..that the FIRM has obtained insurance in
the t:-es, amount, and classifications in compliance with this Article.
s:.a:!, upon receipt of certificate of insurance notify the FIRM
within ten (10) days as to the acceptance of such insurance as meeting
a:: :e ^s and conditions of this Section and any other requirements
::nt;..ned =erein relating to insurance coverage.
-nd FIRM agree mutually to waive all insurance subrogation
rL=7t3 a :: n to the other.
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87-313 � �
1e
13. GUARANTEE
In addition to the insurance and bonding requirements FIPUM will
guarantee their contracted obligations provided the aggregate amount
of liability which FIRM shall incur pursuant to such guarantee shall
ct exceed rive Thousand Dollars ($500,000.00). In consideration
of such. guarantee, the C:TY agrees that if for any reason FIRM shall
beccr.e liable to the CITY under any provision of this contract or for
a breach of any provision of this contract CITY shall have no, and
stall not seek any, recourse against FIRM in respect to such liability
including Paragraph 14 hereo!, beyond the scope of such guarantee
notwithstanding the fact that FIP..0 may be inadequately capitalized and
notwithstanding any other law or rule of law that otherwise would
afford to the CITY such recourse. Limitations on said guarantee are
acceptable to the CITY as long as FIRM maintains in effect the insur-
ante and bonding coverage requirements subject to notice provisions
outlined in Paragraph 12 hereof.
14. HOLD HARMLESS
a. The FIRM agrees to keep, defend, indemnify and hold
a =:.=ss the CITY from and against any and all costs, liability,
dan.ace or expenses of legal services, claimed by anyone by
reason of injury or damage to person or property directly arising
out of the FIRM's negligence in the performance of its services
resUl ing from the negligent acts or omissions of its agents,
ser-.ants,•or employees, excluding third party contractual lia-
bilities which are reimbursable by CITY to FIRM, except for the
sole negligence or willful misconduct of the CITY.
b. The FIRM agrees also to assume the defense of, and
index.-.ify and hold harmless the CITY against and from, any and
all liens and charges of every nature and kind that may at any
ti-e be established against said facilities and improvements, or
-,rt thereof, as a consequence of any act or omission of the
as a consequence of the existence of the FIRM's interest
der this Agreement. Each party shall give to the other prompt
and timely written notice of any claim made or suit instituted
15 - �G
97--312
0
13. GUARANTEE
In addition to the insurance and bonding requirements FIRM will
guarantee their contracted obligations provided the aggregate amount
of liability which FIRM shall incur pursuant to such guarantee shall
not exceed -:ve E,:rdred Thousand Dollars ($500,000.00). In consideration
of such. guarantee, the C:TY agrees that if for any reason FIRM shall
be:cre liable to the CITY under any provision of this contract or for
a breach of any provision of this contract CITY shall have no, and
shall not seek any, recourse against FIRM in respect to such liability
including Paragraph 14 hereof, beyond the scope of such guarantee
not•.:it hstarding the fact that FIRM may be inadequately capitalized and
notwithstanding any other law or rule of law that otherwise would
afford to the CITY such reccurse. Limitations on said guarantee are
acceptable to the CITY as long as FIRM maintains in effect the insur-
ance and bonding coverage requirements subject to notice provisions
outlined in Paragraph 12 hereof.
14. MOLD MARMLES S
a. The FIRM agrees to keep, defend, indemnify and hold
a =:ess the CITY from and against any and all costs, liability,
da..mace or expenses of legal services, claimed by anyone by
reason of injury or damage to person or property directly arising
out of the FIRM's negligence in the performance of its services
resulting from the negligent acts or omissions of its agents,
servants, or employees, excluding third party contractual lia-
bilities which are reimbursable by CITY to ?IRM, except for the
sole negligence or willful misconduct of the CITY.
b. The FIRM agrees also to assume the defense of, and
indemnify and hold harmless the CITY against and from, any and
all liens and charges of every nature and kind that may at any
ti-e be established against said facilities and improvements, or
any =:-t thereof, as a consequence of any act or omission of the
::X zr as a consequence of the existence of the FIRM's interest
-his agreement. Each party shall give to the other prompt
and imely written notice of any claim made or suit instituted
- 15 7- 3 2 �G
'14l�iO4rF ►�w rti�wnJC7!+�! . 4�+%run!i'!�4' :.; 1F�'?s:r-s�b. .Gv►rrw -
within its knowledge that in any way, directly or indirectly,
contingently or otherwise, affects or night affect the other
party; and both the CITY and the FIRM shall have the right to
Participate in the defense of the same to the extent of their own
interest.
e. CITY acknowledges that FIRM had no involvement or
responsibility, either direct or indirect, in the architectural,
structural design and engineering or construction of the Center
and therefore releases FIRM of all liability for the structure,
design or equipment or claims thereunder.
15. BOOKING POLICIES
a. The parties recognize and acknowledge that the interest
of the CITY requires a booking policy that takes into account not
only events which generate substantial direct revenues for the
Center, but also events which produce less direct revenue, but
generate significant transient occupancy tax and peripheral
ecor.c-* c benefits in the form of increased tourist revenues and
sti.:,ulate the general economy of Miami.
b. The City of Miami Convention Bureau will have primary
responsibility for marketing the Center for conventions and trade
shows, and to carry out this responsibility, will have control
over all bookings more than eighteen (18) months in advance. The
FIRM will assist the Bureau on an as -needed basis by providing
resource people to work with the Bureau and, when requested and
when *_=dget appropriations.permit, accompany them in their
so!izitation efforts. The Bureau may also book conventions and
•.r ade show events with less than eighteen (18) months' lead time
the dates have not been confirmed to other users and in
coordination with the FIRM. Prior to committing any dates booked
=e Bureau pursuant to this Section, Bureau will confirm with
--at the space can be properly converted, set up, equipped-
::rnished on the dates and times user desires it. In the
- 16 -
87-313 �2 1
event that a planned Bureau booking adversely impacts the FIRM's
approved operating budget, then FIRM shall notify CITY of the
extent of such financial impact. CITY must approve or disapprove
such contemplated Bureau booking. The FIRM may also book non -
convention and trade show events with more than eighteen (18)
=onths' lead time if dates have not been confirmed to other
users. Approval o! the dates booked in this manner shall be
considered tentative until formally released by the Bureau.
c. The F IR.1S shall have primary responsibility for and
co-1p lete control of marketing and scheduling the Center for all
"near -term" dates 418 months or less in advance) not utilized by
the bookings generated by the Bureau in.order to generate addi-
tional income, and will have experienced personnel who will
diligently promote the use of these dates. Markets for "near -
tern.." dates will include locally and regionally oriented events
*such as consume-- shows, spectator sports and entertainment,
meetings and social functions and other special activ-ties that
can be properly carried on in the Center. The FIRM shall have
the right to promote events within the Center provided no CITY
funds shall be used for such promotions.
16. CONFLICTS OF INTEREST
a. The FIRM is familiar with the provisions of the Miami
Ci v Carter and Code, Dade Charter and Code, and Florida Statutes,
and hereby certifies that it will make a complete disclosure to
the =7Y of all facts bearing upon any possible conflict, direct
or indirect, with its performance that it believes any member of
the Ccnvention Center Department or any other officer or employee
of the CITY now has or will have. Said disclosure shall be made
tv t-.e FIRM contemporaneously with the execution of this Agreement
any time thereafter that such facts become known to the
�. The CITY recognizes that the FIRM, or its affiliates
-..a•. en;ov indirect economic benefits from the operation of the
- 17 -
i - • ` i -good
Center. However, the FIRM agrees that it will perform its
obligation under this Agreement in a manner consistent with the
best interest of the CITY. Additionally, the FIRM shall, upon
execution and approval of this Agreement, provide to the CITY a
listing of such known or anticipated ancillary income/revenue
sources and their estimated annual amount. Said listing shall be
updated on an annual basis no later than March 31 of each fiscal
year.
17. COMDLIANCE WITH LAWS
The FIRM agrees to comply with all local-, state, and federal
ordinances, statutes, rules and regulations; provided that the CITY
will cooperate to the extent necessary to enable compliance by the
FIRM.
The CITY will be responsible for obtaining all initial permits,
necessary to occupy and use the Center. Except for the foregoing
initial pe_^iits, the FIRM shall be responsible for obtaining any
local, state or national licenses and per-mits to enable it to do
business.
is. BUSINESS OF : raM
a. The FIRM agrees not to enter into any similar manage -
meat agreement for the operation of a public assembly facility
withi.—, one hundred (100) mile radius of Miami unless the agreement
is (a) with the CITY, or (b) agreed to by the CITY.
b. The FIRM agrees that it shall not materially alter the
na =re of the services that its company offers in a manner that
impact on the operation at the Center without prior written
amc:o:-al of the Executive Director.
C. The FIRM agrees, in all instances when Miami is in con-
vent:cn solicitation competition with other cities in which the
::FM -:s convention center operations, not to become corporately
--" cn behalf of another City in attempts to influence the
:z-_:::=nmaking process regarding selection of a convention site.
f
y
s � .3 :23
• ` A
Conversely, the FIRM Facility Executive in Miami will use best
efforts in supporting the Bureau in all attempts to obtain exhi-
bition and convention bookings for the Convention Center.
19. APPLICABILITY OF CHARTER PROVISIONS
This Agreement is subject to the budget and fiscal provisions of
the C::v."s Charter and Code. Charges will accrue only after prior
written autohorization by the CITY's Finance Director, and any amount
of the CI:Y's obligations shall not at any time exceed that amount
certified for the purpose and period stated in advance written autho-
rizations. This requirement shall be controlling against any and all
o_` the other provisions -of this Agreement.
20. REL.XTIONS HIP OF PARTIES
The CITY and the FIRM agree that the only relationship to be
created is one for supplying management services and that the FIRM is
an independent ccntractor and not an agent, employee or partner of the
CITY. I
The := Rai shall have complete control over its employees in the
method of performing their work. The FIRK can retain the right to
exerc:se :ull control and supervision of the services and full control
of e=p:cv;aent, direction, compensation and discharge of all its
ewzi-_:.ees. The FIRM agrees to be solely responsible for all matters
relating to payment of its employees, including compliance with social
security and withholding requirements and all the regulations governing
sz`n matters subject to reimbursement by the CITY in accordance with
:ect:tn le hereof. The FIRM agrees to be solely responsible for its
cwm acts and those of its subordinates and employees.
i
1. :CIET ENJOYMENT
nhe (_-: Y agrees that if, and as long as the FIRM keeps and per-
!==s each and every covenant, agreement, term, provision and con-
=::_-n --.:te part and on behalf of the FIRM to be kept and performed,
.-e quietly enjoy its rights under this Agreement, without
-:e :nd molestation by the CITY.
- 19 -
�y
S7 3313
•
+ 4al1.
22. RIGHT OF ENTRY
The CITY shall, through a reasonable number of its agents who are
on officially assigned CITY business, and at all reasonable times,
have the right to enter into and upon any and all parts of the Center
;or -%-'-. e purpose of examining the same for any reason relating to the
obligations of the parties to this Agreement; provided, however, that
said agents shall be required to first notify the FIRM's manager of
their presence.
23. WAIVER OF RIGHTS
In the event of any breach of any representation, covenant,
warranty or provision made in this Agreement by either party, failure
by the non -breaching party to assert or exercise any right, remedy or
privilege, within one year after the actual or constructive notice or
knowledge of the breach is received or obtained, shall constitute a
waiver of such right, remedy or privilege. No other waiver shall be
e:=ec —;ve, unless in writing, and then it shall be effective only in
the speci=1c instance for which given. In no event shall any waiver
constitute a waiver of future rights, remedies, or privileges to which
a :art,. rav be entitled by virtue of any breach.
24. RZSOLUTION OF DIS?UTES
a. Any issues requiring resolution that arise shall first
be addressed by the Facility Manager and the Executive Director,
who shall attempt to resolve them.
b. If satisfactory resolution is not possible as herein-
a.^.cve described, the issue shall be submitted by the Executive
]:rector and the Facility Manager in writing, to a joint conference
:c=^ittee composed of two (2) representatives of the CITY and two
(2) representatives of the FIRM. The President of the FIRM and
:. a Clty Manager shall be ex-officio members of this committee,
v: .*zte. The joint conference committee shall recommend policy
:-e CITv and the FIRM deemed by it to be appropriate and in
.:a zest interest of both parties and the general public with
res.cezt to such matters as:
- 20 -
87-313
!�", . s'rih."i!I.7n�%�'�A!.a�i;�: e"r`...AM�RIOii�i: ..Y�'. • . 71���'V ;�V'� .. .. .. �.�.... . �.
1. Additions, deletions or changes or programs undertaken
at the Center.
2. Additions, deletions or changes to the terms and
conditions of the proposed Agreement; and
:. An—: other matters affecting the proposed Agreement.
25. ZRMI`A':ICN
In tre event the FIRM and the CITY are unable to resolve disputes
in the manner called for, then the following provisions for termi-
nation may be exercised.
a. Failure of the FIRM to perform satisfactorily any of
its obligations as reasonably determined by the CITY, shall be
cause for termination upon written notice from the CITY, with a
sixty-day period in which to cure such deficiencies as may
exist. Failure to cure such deficiencies within said period
shall result in immediate termination.
b. Agreement with the FIR•: may be terminated in whole or
in par= in writing by the CITY for its convenience; provided the
FIRM is given not less than one hundred twenty (120) days'
written notice (delivered by certified mail, return receipt
- requested) of intent to terminate. In event of notice of termi-
naticn, the FIRM shall take all necessary measures to mitigate
to=ina :ion expenses.
C. If termination pursuant to paragraph a above is effected
by the CITY, the FIP.M will be paid for work actually performed to
he date of termination, plus any fee earned to date of termi-
naticn, less the cost to the CITY of making good any deficiencies,
correcting all work improperly performed, and any additional cost
to the CITY for removing or replacing the FIRM, exclusive of fees
paid to firm(s) hired to replace the FIRM.
d. If termination pursuant to subparagraph b above is
_a::=d by the CITY, the CITY will pay for wor% actually per -
to the date of termination plus:
- 21 -
87-31312 �
and
1. Any fee earned to date of termination;
2. Any costs for lease cancellations;
3. Any obligations of the FIRM resulting from termination;
4. Any reasonable demobilization charges.
e. Upon the effective date of a termination notice pur-
suant to paragraph a or b above, the FIRM shall (unless the
notice directs otherwise) (i) promptly discontinue all services
affected, and (ii) deliver or otherwise make available to the
CITY all data, documents, procedures, reports, estimates, summaries,
and other such information and materials as may have been accumu-
lated by the FIRM in performing its obligations, whether completed
or in process.
f. Upon termination pursuant to paragraph a or b above,
the CITY may take over the work and see that the same is com-
pleted by agreement with another party or otherwise, all without
liability to the FIR:4.
g. If, after termination for failure of the FIRM to
contractual obligations, it is determined by a court of
ce_petent jurisdiction that the FIRM had not so failed, the
termination shall be deemed to have been effected for the con-
venience of the CITY. In such event,•adjustment for compensation
shall be made as provided in paragraph d above.
h. Termination under the provisions of paragraph a above.
shall '_-e deemed effective -as a result of, but not limited to, the
=ollcwing actions:
The occurrence of any act or omission on the part of
the FI?%i that deprives it of the rights, powers, licenses, per -
=its a::% authorizations necessary for the lawful and proper
conduct and operation of the services and activities authorized;
2. The filing by or against the FIRM of any petitions in
tank_= icy either voluntary or involuntary, or the making by the
.:7.X :: any assignment for the benefit of creditors, either of
•n:=n :==ions shall autcmatically be basis for termination and
.-as passing of any benefits to creditors', assignees, or
:r,nz:s =gees of the FIRM;
- 22 -
8'7-313
.22
. 3. The abandonment, discontinuance, or assignment by the
FIRM, without written consent of the CITY, of any or all of the
operations and services permitted or required;
4. The failure of the FIRM to account for, and pay to the
CITY, as provided in any and all amounts of gross revenue due and
owing to the CITY from the FIRM; and
S. The cessation or deterioration of services for a
- pericd that in the reasonable opinion of the CITY, materially and
adversely a:fects the operation cf the public services required
to be per4-or:aed by the FIRM.
i. The exercise by the CITY or FIRM of remedies and rights
provided herein shall in no way affect any other right or remedy
available to the CITY or FIRM subiect to the limitations of the
guarantee of Paragraph 13 hereof.
26. FORCE MAJEURE
Except as otherwise provided, neither party shall be obligated to
Perform, and neither shall be deemed to be in default of its per-
for-:ance, if prevented by (a) fire, earthquake, hurricane, wind,
water, flood, act of God, riot, civil commotion, or other matter or
condition of like nature, including the unavailability of sufficient
fuel or energy to operate the facilities, or, (b) any law, ordinance,
rule, regulation, or order of any public or military authority stemming
s- :e existence of economic controls, riot, hostilities, war, or
gover=.ental law and regulations. In the event of a labor dispute
wic -results in a strike, picket or boycott, whether legal or illegal,
a:feating any of the facilities or services described in this Agree -
went, the F IR.tii shall not be deemed to be in default or to have breached
any part of this Agreement.
:;atwith.standing the above; in the event of an emergency threaten-
ing damage to persons or property as determined by the FIRM the FIRM
s::a:: act in an expeditious manner to protect said persons or pro -
.gyp
r- = •.s.
•
27. NON -ASSIGNABILITY
:-e is entering into this Agreement in recognition of and in
- .= the expertise, reliability and competence of the FIRM in
- 23 -
87-313 ;-"
0 No
matters pertinent thereto. The performance of the obligations imposed
upon the FIP.M under the Agreement wili not be assignable by it to any
other party without the written consent of the CITY as expressed in
writing by the Executive Director, such consent not to be unreasonably
Any purported assignment in contravention of this Section
shall be void
,25.E PERSONNEL,
�---� a. The FIRM's General Manager shall be responsible for the
total cperation by the FIRM of the Center. It is also understood
that the FIRM's General Manager shall devote full efforts to the
work pertaining to the Center.
b. The position of the FIRM's General Manager is con-
sidered key to the successful operation of the Center. The FIRM
shall seek and receive approval by the CITY of the individual to
serve in this position and the CITY reserves the right to approve
'all replacements for this position. The CITY shall not unreason-
ably withhold such approval. The CITY reserves the right to
direct removal, for cause of any of the FIRM's personnel; pro-
��.
vided, however, that any liability for such removal is to be
borne by the CITY, and the CITY agrees to in ;f d old
har-less, the FIRM for any claim ar;s1n� `-om_such removal of a
FI?u employee.
c• All personnel employed at the Center shall be employees
of the FIRM and shall not be deemed employees of the CITY. The
e_--:;-;ees and agents of the FIRM shall attain no rights or bene-
fits '.:nder the Civil Service or Pension Ordinances of the CITY,
nor the rights generally afforded classified or unclassified
employees of the CITY, nor shall the FIRM or its employees be
entitled to Florida Workmen's Compensation benefits as employees
=: :-e CITY. The FIRM agrees to make every reasonable effort to
employees who reside in Miami. The FIRM agrees to be
res=:.nsible for the hiring and direct remuneration of all perma-
nen_ :ersonnel necessary for the operation of the Center, as well
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. as other temporary personnel such as gatekeepers, cashiers,
ticket takers, ticket sellers, ushers, restroom attendants,
electricians, first -aid attendants, and any other persons required
to perform the services undertaken.
d. The FIRM shall make reasonable and good faith efforts
'Co recruit employees to achieve a representative work force so
that the percentage of each minority/sex group within each level
of a=ployment reasonably approximates or equals the racial and
ethnic composition of the CITY. "Each level of employment", as
used in the preceding sentence, includes management, supervisory,
i permanent and temporary personnel.
29. RENTAL AGREEMENTS
a. The FIRM'S General Manager shall have the authority to
execute user rental agreements for the use of the Center in
accordance with City -approved operaticns policy and rental rates.
User rental agreements not in accordance with said operations
policy and rental rates shall require the approval of the CITY or
its authorized representative. Failure of the CITY or its
autho:_:ed representative to approve such agreements in a timely
manner (three (3) days) shall obviate the necessity for such
a..,r-_..al.
b. Any user rental agreements or contracts for attractions,
events and services in the Center existing at the time of execu-
tion of this Agreement shall be assigned to the FIR14, who shall
ass•.:.-.e and perform the obligations of the CITY in respect thereto.
30. PROCEDURE FOR HANDLING INCO,%IE
Ircome derived from facility rentals will be deposited no later
than she next business day after receipt in a Revenue Account under
t::e control of the Director of Finance from which the CITY alone can
wit :draw funds. Income derived from non -budgeted operations, which
`
=nr:s:s enterprise accounts for such items as programs, exhibitor
se_.-ces, :zx office, etc., will be maintained in separate accounts
:=erjted•snd controlled by the FIRM. The FIRM shall control**£hese
ac==ts and maintain a balance sufficient to cover the operation of
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87--313
these non -budgeted enterprise operations for the following sixty (60)
day period. With this exception, all revenue from operations will be
deposited no later than the loth business day of each month in a
Revenue Account from which the CITY alone can withdraw funds. Within
sixty (60) days after the end of each year, the FIRM will provide to
the CITY a complete financial statement for each enterprise account,
which accounts shall be subject to audit.
Cash control for building operation shall be accomplished through
a combination of rigid accounting procedures and internal controls,
veri:ied by internal audit tests and an annual audit by an independent
public accounting firm.. Separate bank accounts shall be utilized for
operating funds and box office receipts. The box office account shall
be an escrow system that is zero balanced for each event. All dis-
bursements shall be by dual -signature checks supported by requisition -
purchase order procedures. Payrolls shall be processed through a
separate _=..pressed bank account, reconciled monthly, and tested via
internal audit procedures.
Reimbursable expenses for each event shall be coded for accurate
acc_--ula _-cn to ensure all applicable costs shall be paid by the
client. Advance deposits covering rentals and estimated costs shall
be generally required to minimize collection programs. Credit
references shall be checked on any new or questionable clients.
31. NOTICE
All notices required or permitted to be given pursuant to this
A=ree=znz shall be in writing and delivered personally or sent by
re istered or certified mail, return receipt requested. All such
nc=:=es to either party shall be deemed to have been provided when
de'_:•:ered, if delivered personally, or five (5) days after depositing
the same, ;ostage prepaid, with the United States Postal Service,
a.'lr lssed Is follows:
the CITY: Executive Director
City of Miami
James L. Knight International Center
400 Southeast 2nd Avenue
Miami, Florida 33131
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87-313
1
• .. .. . , .. „ �'•._ I 'utats*,atia�.!S9�Ic�ii�.,..i�+• . -r .. , .. � .
• r -. N.4.I.�iA �..rr�M.�A �.
To the FIRM: 1710 Goodridge Drive
Suite 1306
McLean, Virginia 22102
32. SEVERABILITY
event any term, covenant, condition, or provision is held
by any court o: competent jurisdiction to be invalid, such invalidity
stall in no way affect any other term, covenant, condition, or pro-
vision provided, however, that the invalidity of such term, covenant,
condition, or provision, does not, in the opinion of the CITY and the
:IR.4, materially prejudice either the CITY or the FIRM as they shall _
mutually agree in its rights and obligations. If the validity of any
such term, covenant, condition, or provision should be determined
materially to prejudice the FIRM in its rights or obligations con-
tained in the valid terms, covenants, conditions, or provisions, or if
the consequence or effect of the invalidity of any term, covenant,
condition., or provision contained will be or may be to reduce any of
the areas, spaces, facilities, benefits, or privileges that the FIR:
otherwise would or might enjoy or be entitled to, the FIRM may, con -
at its option, elect eit ter to terminate entire or to con-
tinue in fall force and effect with only said invalid terms, covenants,
conditions, or provisions eliminated.
33. TuE AGREEMENT: GOVERNING LAW
This Agreement will (a) comprise the entire understanding between
-Ite parties; (b) supersede all prior agreements; and (c) shall be
cove:ned =y the laws of the State of Florida.
34. :L%= NDM= :ITS TO AGREEMENT
No alteration or variation of terms shall be valid unless made in
.:rating and signed by.both parties, and no oral understanding or
ac:ee^ent not incorporated therein shall be binding on any of the
r3r t.es.
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97-313
34") L
`.�':�:...�... �°�'��'*+,••�!a'�r•�►�•'+�!i'+��a�?-�'•uitiriaYirarr'�..sl�W�4.a�..ti►e�ifli+t+ciaMwr:R� i` -
IN WITNESS WHEREOF, the parties hereto have caused these presents
to be executed by the respective officials thereunto duly authorized,
this the day and year first above written.
Attest: FMG, INC.
J i
�'—By:
Mich'ar C. Noah Executive Vice Preside t
ICOR.=OR;TE SEAL] David 0. Skinner
CITY OF MIAMI, a Municipal
Corporation of the State of
Florida
0
r �By: joW44;!V1
City Clerk City Manage
APPRCLE-O AS TO FORM AND CORRECTNESS:
f
s'rOX, JR.
CI: V; ATTO?-"..;Y
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87-313 3
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