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HomeMy WebLinkAboutR-86-0761d-88-800 9/09/86 RESOLUTION No. 86-761, A RESOLUTION AUTHORIZING THE CITY MANAGER TO BXBCUTE THE SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT AND CONTRACT WITH GREATER MIAMI CONVENTION AND VISITORS BUREAU, IN SUBSTANTIALLY THE FORM ATTACHED. WHEREAS, by Interlooal Agreement executed as of October 1, 1984 as amended by Amendment to Interlooal Agreement ("Interlooal Agreement"), Metropolitan Dade County, the City of Miami Beach, the City of Miami and the Village of Bal 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 oonventions and convention sales in Dade County, Florida; and WHEREAS, said Participating Publio Agenoies under the Aot executed a contract with the Tourism Industry Coalition of Greater Miami, Inc. d/b/a the Greater Miami Convention and Visitors Bureau (the "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 Interlooal Agreement to consolidate the convention and tourism activities of the Participating Publio Agencies utilizing combined publio tax funds and contributed dollars from the private sector in furtherance of suoh consolidation and contracting with the Bureau for the management, operation and conduct of the consolidated activities on behalf of the Participating Public Agenoies;and WHEREAS, it is acknowledged that since approximately forty per oent (40%) of the total Tourist Development Tax revenues ("Revenues") oollected by Dade County is collected from entities located within the City, the revenues from such source shall be deemed the City's contribution to the combined effort and: the City F shall also be allowed to retain its twenty Per ©ent (20%) allooation of the Revenues for its own use. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Seotion. 1. The City Manager is hereby authorized to exeoute the Seoond Amended and Restated Interlooal Agreement and Contraot with Greater Miami Convention and Visitors Bureau, im substantially the form attaohed. PASSED AND ADOPTED this 25th day of September , 1986. 9 iN SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT AND CONTRACT WITH GREATER MIAMI CONVENTION AND VISITORS BUREAU THIS AMENDED AND RESTATED INTERLOCAL AGREEMENT AND CONTRACT is trade and --executed as of this '1st day of October, 1986, 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 Fldrida (the "Village"), and TOURISM INDUSTRY COALITION OF GREATER MIAMI, INC., a Florida not -for -profit corporation (herein the "Greater Miami Convention and Visitors Bureau" or the "Bureau"): RECITALS: A. By Interlocal Agreement executed as of October 1, 19840, 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 124006 Page 443, of the Public Records of Dade County, Florida (together herein 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. a, 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 agried to carry out the 86 + 1 id IAN Convention promotion, booking and sales activities on beha;.s 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). At 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 tourism business community itself. C. At the time the Interlocal Agreement was created, it was the expressed goal and intention of the Participating Public Agencies that their joint efforts, initiated by the Interlocal Agreement, would lead to an eventual consolidation of both convention and tourism activities of the Participating Public Agencies, the goal being to utilize combined public tax funds and contributed dollars from the private sector in a unified tourism _ and convention effort in a way that no individual Participating -1 Public Agency, acting alone, would have available. D. It was the publicly -stated intention of the Part:ci- pating Public Agencies that such combined tourism and conversion effort would be established on or before October 1, 1986, by amending the Interlocal Agreement to include such combined tourism and convention efforts and by contracting with the Bureau S for the management, operation and conduct of these activities on behalf of said Participating Public Agencies. It is the purpose of this Amended and Restated Interlocal Agreement to set forth the terms and conditions under which this combined effort will be conducted; and E. The Participating Public Agencies and the Bureau desire to amend the Interlocal Agreement, as amended, to include the tourism as well as the convention effort; NOS, THEREFORE, the parties agree as follows: -z• 86 , SECTION 1. Contract with the Bureau. SECTION 1?01 The Participating Public Agencies herebv 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 agentso, 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 prcmotion o! conventions and tourism, including convention services, tourist. reservation services, and other operational and administrative programs in connection therewith; to prepare and distribute 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 lice convention and visitors bureaus in other parts of the nation; (d) To engage in tourism and convention researca 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 conducting 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; -3- M 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 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 Executive Committee 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 `a agrees to provide to the Participating Public Agencies such r' reports as may be reasonably requested by them, and to provide, x' not less z often than quarterly, an activity and financial report, ai setting forth generally the activities of the Bureau during the 7 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 Public Agencies and the Bureau. The Bureau agrees to render to the Participating Public 4 Agencies an annual audited report covering the receipt and maw M expenditure of 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 Executive Committee of the Bureau. The managing board of the Bureau shall be an Executive Corunittee consisting of not more than 21 persons, selected by the Bureau, at least eleven of Whom shall be from the hotel industry. In making its selection the Bureau shall take into consideration the importance of having on the Executive Committee a broad based representation of tourism and related industries and interests, which shall include one member each from the followinc industries: cruise ships, retail, transportation -buses, attractions, taxis, airlines, restaurants, rental cars, banking - commerce, and communications. None of the members of the Executive Committee shall be elected officials. Officers of the =; Bureau shall be selected by and from the Executive Committee. i. ` SECTION 1.05 Ctatus of Bureau as Independent Contractor: 4 indemnification The parties hereto understand and agree that F° the relationship of the Bureau to each Participating Public Agency is that of an independent contractor. In carrying out its b' functions under this Agreement, the Bureau is not, nor shall it ever be construed as, the agent or representative of a'. } Participating Public Agency, and this Agreement is not intended j to establish a artnershin. a p joint venture, or the relationship of -principal and agent. The Bureau shall indemnify and hold harmless each Participating Public Agency from any claims, suits 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 •ihe Bureau shall take out and maintain adequate liability insurance, in reasonable amounts, consistent with general practices in the industry, insuring r '' against these 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 suc.- insurance shall be available to any Participating ?ublic Agency if and when requested. SECTION 1.06 Loaned Executive Program. In carrying out its functions herein, the Bureau and any Participating Public Agency, may contract for the loaning of executives to the Bureau, who will be employed in tourism or convention related activities. in such event, the applicable Participating Public Agency will continue to pay the salary and other employee benefits of the loaned employee, with appropriate credit being given to the Participating Public Agency in its payment requirements to the Bureau, unless other arrangements are specifically agreed to between the Bureau and the Participating Public Agency. SECTION 2 The Interlocal Agreement Consortium SECTION 2.01 The Consortium. The general monitoring of t::e activities of .the Bureau and the discussion of general poic;: matters, are retained in an administrative body to be known as the "Interlocal Agreement Consortium," which shall consist o: (a) an elected member from each governing body of the Partici- pating Public Agencies selected by the governing body, and (b) the chief executive officer (manager) of each Participating Public Agency. The Interlocal Agreement Consortium may neez whenever it deems necessary to discuss the matters jointly undertaken by this Interlocal Agreement, it being understood and agreed, however, that management, direction and policy regarding day-to-day functions of the Consortium have been contracted to the Bureau, as provided herein. The Consortium shall hold joint meetings with the Executive Committee no less than semi-annually. SECTION 3 Fun� ding. SECTION 3.01 Contributions from Each Participating Public enc . The manner in which each Participating Public Agency will provide financial support for the purposes set forth in this InteViacal Agreement shall be as follows: -6- f M i 3 (a) The County shall contribute annually sixty peecen: (601) of its Tourist Development Tax revenues, collected pu.suan: to Section 125.0109, Florida Statutes, and Oade County Ordinance No. 78-62, an amended from time to time. (b) Miami Reach shall contribute annually fifty perce. (SO%) 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 cetain from said allocation $250,000 annually for special events and $125#000 for collection costs. (c) The Village shall contribute fifty percent (501) o: its municipal resort tax levied by the Village pursuant to Chapter 67-9301, Laws of Florida, and the respective munic:-Pa: ordinances applicable thereto, all as amended from time to time. (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. It is acknowledged that approximately forty percent (401) of the Tourist Development Tax revenues collected by the County is collected from entities located within the City o- Miami and said re roues shall be deemed Mfurther iami"s contribution. It is acknowledged that in view of this contribution, Miami shall be allowed to retain its twenty per cent (20) allocation from the Tourist Dev+elopmnt Tao Revenues. in addition to the above -stated contributions, but rot in lieu thereof, the Interlocal Agreement Consortium :may r'ecei :•e and disburse to the Bureau any _.;&ancial contributions, from whatever source, including contributions in personnel, equipment or property of private or public agencies. SECTION 3.02 Method of Payment 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 3.03 No im ai rment of Bond dbl i atjons x t ion to A cc riate Alternative Revenue Sources.0 In the event any Participating Public Agency determines that the allocation of tax -7- 1i g R r� revenues required to be made under Section 3.01 above may i::pair the obligation of any contractual arrangement between the Participating Public Agency and the holders of its brands 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 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 Participatir:c 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, convenzian reservation or other commitment duly made by the Bureau. EaC.h 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 4 Duration of This Agreement. The term of this Interlocal Agreement shall be for a period of one year, 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 Interl.odal Agreement by adoption of an appropriate resolution of 'the governing body o! ..S. t each remaining participant. in the event the remaining partic." t pants do not elect to continue the inter.local Agreement, this I a Tnterlocal Agreement shall automatically terminate as of the end of the then current fiscal year. SECTION S Notices. All notices, demands and requests •chich 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: As to the County: With copy to: As to Miami With copy to: As to Miami Beach: With copies to: As to the Village: With copy to: As to the Bureau: Any such names and addresses may be chanced at any time �pr^ the giving of written notice of such change sent by United S-ates mail, postage prepaid, to the other parties affected by to change. A copy of any notice sent by one party to another sha:1 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 cn their behalf by their duly constituted officers, and the ?urea:: has caused this instrument to be duly executed by its duly. authorized corporate, officers, all as of this first day. o! October, 1986. Approved as to form and legal sufficiency Assistant County Attorney (Seal) DADE COUNTY, FLORIDA By: County manager Attest: Deputy Cleric CITY OF MIAMI BEACH By: Mayor Attest: Clerk CITY OF MIAMI By: Mayor Attest: Clerk VILLAGE OF BAL HARBOUR By: Mayor Attest: Clerk (SIGNATURES CONTINUED ON FOLLOWING PAGE) .4;i. TOURISM INDUSTRY COALITION OF GREATER MIX41, !NC. (The Greater Miami Convention and Visitors Bureau) By. Chairman Attest: Secretary Authorized by Dade County Resolution No. Authorized by City of Miami Beach Resolution No. Authorized by City of Miami Resolution No. Authorized by Village of Bay Harbour Resolution No. ACKNOWLEDGMENTS STATE OF FLORIDA ) )ss: COUNTY OF DADE ) Before me personally appeared Sergio Pereira and County Manager and Deputy Clerk, respec- t vely, on ehal o DADE COUNTY, FLORIDA, known to me to be t.a- persons described in and who executed the foregoing instrmentf 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 1986. Notary Public* State o! Flori a at Large My Commission Expires: STATE OF FLORIDA ) SS: COUNTY OF DADS ) 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 day of , 1986. My Commission Expires: Lary Public*, BUM of FIRM at Large ) SS: COUNTY OF DADE Before me personally appeared Xavier Suarez and Mayor and Clerk, respectively, on cena_- o- TY OF MIAMI, FLORIDA, known to me to be the persons describe- in and who -executed the foregoing instrument, and acknowledced tZ and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal, this day of 11 1986. Notary Puolic, State of Florida at Large My Commission Expires: STATE OF FLORIDA ) SS: COUNTY OF DADE j Before me personally appeared John Sherman and Louise Mille:, Mayor and Clerk, respectively, on behalf of VILLAGE Or 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 1986. My Commission.Expires': STATE OF FLORIDA SS: COUNTY OF DADE Before me personally appeared Stephen Nostrand and Irwin Glick, Chairman and Secretary, respectively, on behalf of TOURIST•! INDUSTRY COALITION OF GREATER MIAMI, INC., known to me to be the persons described in and who executed the foregoing instrurle^t, 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 1986. TO; Honorable Mayor and Members of the City Commission Cesar H. Odi o FROM1 City Manager DATE: S E P 18 1986 FILE: SUBJECT: City's Confirmation of Interlocal Agreement REFERENCES: ENCLOSURES: It is recommended that the City Commission adopt the attached Resolution authorizing the City Manager to execute the Second Amended and Restated Inter - local Agreement and Contract with Greater Miami Convention and Visitors Bureau, in substantially the form attached. The participation of Dade County, the City of Miami Beach, the Village of gal Harbour, the City of Miami and the Miami Convention and Visitors Bureau in this Interlocal Agreement will be as of October 1, 1985. -: 771 CITY OF MIAM1. 1'LC3FIICf#� INTER -OFFICE M1~R11OF"IQI•,IM r Cesar H• Odio 1 City MagAger i f FRorn A pough rty Lucia • City Attorney DATE: September 10 1986 FILE SUDJECT Resolution Second Amended and Restated lnterlocal Agreement and Contract with REFERENCES: Greater Miami Convention and Visitor's Bureau ENCLOSURES: City Attorney has prepared the attached The Office of the Commission review and adoption. Resolution for City arly set forth Earlier versions of the ement i to othe leBureau or the the extent of the City $ contribution the City from the statutory a revenues to be received by proceeds.