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Home My WebLink AboutItem #32 - Discussion Item9 February 11, 1986 Mr. Cesar Odio Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 Dear Mr. Odio: '*�2 ............................ GREATER MIAMI CONVENTION & VISITORS BUREAU 4770 Biscayne Boulevard, Miami, Florida 33137(305) 573-4300 r On behalf of the Tourism Industry Coalition of Greater Miami, Inc. (doing business as the Greater Miami Convention and Visitors Bureau), I hereby request a position on the agenda of the City of Miami Commission meeting, February 27.th, 1986, to discuss renewal of the Interlocal Agreement which formed the Bureau. I look forward to hearing from you regarding this request. Sincerely, brb Step en D. Nostrand Chairman SDN/mec GO D l.tcv •r r I opt,/ P;! 3 59 8 4 p 3 !,- 2 1 KEG 232� 276 TMr INTERLOCAL AGREEMENT (The Greater Miami Convention Consortium) THIS INTERLOCAL AGREEMENT is made and executed as of this 1st day of October, 1984, by and between DADE COUNTY, a political subdivision of the State of Florida, CITY OF MIAMI BEACH, a municipality organized and existing under the laws of the State of Florida, and the VILLAGE OF BAL HARBOUR, a municipality organized and existing under the laws of the State of Florida. In consideration of the mutual covenants, conditions and agreements herein set forth, the parties hereto agree as follows: SECTION 1. Definitions. In addition to words and terms else- where defined in this agreement, the.following words and terms as used in this agreement shall have the following meanings, unless ti. some other meaning is plainly intended: a. "Chief Administrative Officer" shall mean the City Manager of the City and the Village respectively, the County a. Manager of the County, and the like chief administrative officer ' of any additional Public Agency becoming a party to this Agree- ment. xn b. "City" shall mean the City of Miami Beach. c. "Consortium" shall mean the Greater Miami Convention 44, Consortium created by this Agreement. -' d. "Consortium Board" shall mean the governing board of ! k; ' the Consortium created hereunder, as same may be defined and Tl constituted from time to time. e. "County" shall mean Dade County, Florida. f. "County Tourist Development Tax" shall mean the tax levied by the County pursuant to Section 125.0104, Florida Statutes and Dade County Ordinance No. 78-62. g. "Fiscal Year" shall mean that fiscal year commencing October 1 and terminating on the following September 30 of each tFv } year throughout the term of this Interlocal Agreement. . EE 12329 F� 279 r h. "Public Agency" or "Public Agencies" shall mean ini- tially the City, the County, and the Village, and shall include T, also any additional governmental entities who may become parties to this Interlocal Agreement from time to time and at any time in the future. i. "Resort Tax" shall mean the municipal resort tax levied by the City and the Village pursuant to Chapter 67-930, Laws of Florida, and the respective municipal ordinances, all as amended from time to time. j. "TIC" shall mean Tourism Industry Coalition of Greater Miami, Inc., a Florida not for profit corporation. 1 k. "Village" shall mean the Village of Bal Harbour. SECTION 2. Policy and Purpose. The participants in this Agree- ment have determined that the creation of a unified and jointly coordinated effort, under this Consortium, for the promotion and marketing of conventions and convention sales, is in the best interests of the entire community, as well as the individual g F: Public Agencies. The parties believe that a more efficient and effective unified effort in convention marketing will result in the generation of more convention and convention related business in Dade County, which is a goal shared by all Public Agencies, the general public and private enterprise in Dade County. To ,7.•-. carry out this policy and purgose, the Consortium is hereby created. .• ` It is the expressed goal of the Consortium that the joint Lf` - efforts of the participating Public Agencies herein will lead to a broad -based unified convention and tourism effort, which in- cludes, but is not limited to, joint promotion of tourism, long- range planning, improved sports and cultural facilities and Y+L attractions, and the evolvement of the area into the number one convention and group destination in the United States. This goal will be accomplished through the development and marketing of new and existing publicly owned convention and exhibition space, as -2- a 0 E� 12329 �; 280 needed and supportable, and based on identification of adequate funding sources. The improvement of product and service, the addition of market supportable convention space throughout the County, and the involvement of the private sector are primary elements in the achievement of these goals. SECTION 3. The Consortium Board. Section 3.01. Organization and Structure. The Consortium Board shall consist of the Mayor of each Public Agency, or their designees; provided, however, that the designee of any Mayor shall be limited to a member of the governing body of the Public Agency. The chief administrative officer of each participating "'N, Public Agency shall be an ex officio member of the Board. Section 3.02. Functions. The Consortium Board shall have the power to contract on behalf of the Consortium with any in- dividual, corporation, firm or entity, public or private; to employ agencies; to acquire, hold or dispose of property; and to incur debts, liabilities or obligations, which do not constitute the debts, liabilities or obligations of any Public Agency which is a party to this agreement. The power to incur debts, liabili- ties or obligations does not include, nor shall the Consortium possess, the power or authority to levy any type of tax in its name within the boundaries of any Public Agency participating in this agreement; nor shall the Consortium issue any type of bond in its own name, or in any way obligate financially a Public Agency participating in this agreement, except to the extent provided herein for the appropriation of funds from each Public Agency. With respect to the power to contract authorized hereunder, it is the intent that, simultaneously with the execution and effective date of this Agreement, the Consortium shall enter into a contract with TIC for the performance of the convention promo- tion, marketing and sales efforts of the Consortium, in sub- -3- OWN IlEE 12329 280 needed and supportable, and based on identification of adequate funding sources. The improvement of product and service, the addition of market supportable convention space throughout the County, and the involvement of the private sector are primary elements in the achievement of these goals. SECTION 3. The Consortium Board. Section 3.01. Organization and Structure. The Consortium Board shall consist of the Mayor of each Public Agency, or their designees; provided, however, that the designee of any Mayor shall be limited to a member of the governing body of the Public Agency. The chief administrative officer of each participating Public Agency shall be an ex officio member of the Board. Section 3.02. Functions. The Consortium Board .shall have the power to contract on behalf of the Consortium with any in- dividual, corporation, firm or entity, public or private; to employ agencies; to acquire, hold or dispose of property; and to + incur debts, liabilities or obligations, which do not constitute the debts, liabilities or obligations of any Public Agency which is a party to this agreement. The power to incur debts, liabili- ties or obligations does not include, nor shall the Consortium possess, the power or authority to levy any type of tax in its 'y n name within the boundaries of any Public Agency participating in this agreement; nor shall the Consortium issue any type of bond ,r'.. in its own name, or in any way obligate financially a Public i Agency participating in this agreement, except to the extent provided herein for the aonrouriation of funds from each Pnhlin ,. Agency. With respect to the power to contract authorized hereunder, .� it is the intent that, simultaneously with the execution and effective date of this Agreement, the Consortium shall enter into a contract with TIC for the performance of the convention promo- tion, marketing and sales efforts of the Consortium, in sub- -3- 6. 44 I Rc 12329,G, 281 stantially the form of contract attached to this agreement as ,.N Schedule 1. SECTION 4. Fundin . Section 4.01. Method of Funding. The manner in which the parties to this agreement will provide from their treasuries the financial support for the purposes set forth in this agreement shall be as follows: (a) The County shall contribute 25 percent of the County Tourist Development Tax, but in no event more than the sum of $900,000 for the first fiscal year of the Consortium. (b) The City will contribute 25 percent of the existing two percent Resort Tax levied by the City, but in no event more than $850,000 for the first fiscal year of the Consortium. The City's contribution is contingent upon an appropriation by the Miami Beach Visitor and Convention Authority and shall be paid exclu- sively from the Miami Beach Visitor and Convention Authority's share of the Resort Tax. (c) The Village shall contribute 25 percent of the Resort Tax levied by it, but in no event more than $150,000 for the first year of the Consortium. (d) For the first year of the Agreement, TIC shall contri- bute the sum of not less than $350, 000 of its funds to the bud- get, and thereafter TIC shall continue to contribute annually the minimum sum of $350,000, plus not less than any additional amounts as is proportionately equal to the proportionate in- creases contributed by all of the Public Agencies. It is antici- pated that TIC will make every effort to increase its annual contribution at a rate greater than public contribution in- creases. In addition to the Public Agency contributions described above, the Consortium may receive financial contributions and donations, of any nature, including but not limited to contribu- tions in personnel, equipment or property of private agencies or of one or more of the parties to this Agreement. Upon the ex- -4- 6. ki 01 REE I Z329 PG 282 piration of the Agreement, any personal property initially � acquired through the public funds identified herein held by TIC, the Consortium, or any other contracting party of the Consortium, shall be surrendered to the Consortium, and the Consortium shall distribute same to the participating Public Agencies in propor- tion to the contributions of each Public Agency, as determined by the preceding fiscal year. Section 4.02. Method of Payment and Disbursement. Each Public Agency shall transfer to the Consortium their required share of the tax revenues described above within thirty (30) days after receipt of the funds by the applicable Public Agency. Section 4.03. Accounting and Accounts. The Consortium shall receive quarterly reports and an annual certified audit, the latter by an independent certified public accountant, of all receipts and disbursements of TIC, or any successor contracting party. All such reports shall be submitted to the governing body of each participating party to this Agreement. The Consortium shall maintain accurate and complete books, records and documents sufficient to reflect properly all receipts and expenditures for a period of three years following payment pursuant to this Agree- ment. All books shall be maintained based on generally accepted accounting principles and practices consistently applied. All of the above records shall be retained in Dade County in a secure place and in an orderly fashion: Section 4.04. No Impairment of Bond Obligations; Option to Appropriate Alternative Revenue Source. In the event any parti- cipating Public Agency determines that the allocation of the tax revenues required to be made under Section 4.01 above may impair the obligation of any contractual arrangement between the Public Agency and the holders of its municipal bonds secured by Resort Tax Revenues, or County Tourist Development Tax Revenues, the Public Agency may appropriate to the Consortium an alternative revenue source equal in total amount to that percentage of the ram. Resort Tax, or the County Tourist Development Tax, as the case -5- 2o/ / /_'N. IRE 12329 PJ 283 may be, that would otherwise have been required by the Public 'Agency during the then current fiscal year (the "Substituted Revenue Source"). In the event the Public Agency, upon making a determination that its bond obligations would be impaired, fails to contribute to the Consortium an Alternative Revenue Source, the Public Agency's participation in the Consortium shall be forthwith terminated; provided however, that the terminated Public Agency shall continue to be bound by any prior committed contract, convention reservation, or other commitment duly made by the Consortium's contracting agent. Each Public Agency agrees that it will not, during the term of this Agreement, or any extended term, pledge or commit to a bond issue, present or future, any funds from their respective existing two percent Resort Taxes, that would impair its ability .to meet their obli- gations under this Agreement of committed funds currently pledged to the payment of bonds as of the date of this Agreement. SECTION 5. Duration of the Agreement; Carried Forward Commit- ments of Withdrawing Public Agency. The term of this Agreement shall be subject to renewal each year by either (a) the adoption of a resolution by the governing body of each Public Agency affirmatively expressing its desire to continue as a member of the Consortium or (b) by budgetary appropriation of the required financial contribution of the Public Agency. Either action by each Public Agency shall be deemed an automatic extension and renewal of the Public Agency's participation in the Consortium for the next fiscal year. In the event of the withdrawal of any Public Agency from'the Consortium, the remaining participants may elect to continue the Consortium, by adoption of appropriate resolution of the governing body of each remaining participant. In the event the remaining- Public Agencies do not elect to con- tinue the Consortium, this Agreement shall automatically termi- nate as of the end of the then current fiscal year. In the event of any termination, the withdrawing Public Agency shall be bound by any prior committed convention reserva- -6- i ? (0.,- ze, /0 / IREC 12329 PC 283 may be, that would otherwise have been required by the Public 'Agency during the then current fiscal year (the "Substituted Revenue Source"). In the event the Public Agency, upon making a determination that its bond obligations would be impaired, fails to contribute to the Consortium an Alternative Revenue Source, the Public Agency's participation in the Consortium shall be forthwith terminated; provided however, that the terminated Public Agency shall continue to be bound by any prior committed contract, convention reservation, or other commitment duly made by the Consortium's contracting agent. Each Public Agency agrees that it will not, during the term of this Agreement, or any extended term, pledge or commit to a bond issue, present or � future, any funds from their respective existing two percent Resort Taxes, that would impair its ability .to meet their obli- gations under this Agreement of committed funds currently pledged to the payment of bonds as of the date of this Agreement. SECTION 5. Duration of the Agreement; Carried Forward Commit- ments of Withdrawing Public Agency. The term of this Agreement shall be subject to renewal each year by either (a) the adoption of a resolution by the governing body of each Public Agency affirmatively expressing its desire to continue as a member of ^ the Consortium or (b) by budgetary appropriation of the required financial contribution of the Public Agency. Either action by each Public Agency shall be deemed an automatic extension and renewal of the Public Agency's participation in the Consortium for the next fiscal year. In the event of the withdrawal of any Public Agency from'the Consortium, the remaining participants may elect to continue the Consortium, by adoption of appropriate resolution of the governing body of each remaining participant. In the event the remaining -Public Agencies do not elect to con- tinue the Consortium, this Agreement shall automatically termi- nate as of the end of the then current fiscal year. In the event of any termination, the withdrawing Public Agency shall be bound by any prior committed convention reserva- -6- �'� REE 12329 n� 284 tion, contract or budget item duly contracted for by TIC, or r� other acting contracting party of the Consortium, provided that TIC shall have no authority to bind any Public Agency beyond the current fiscal year in an amount in excess of one-third of the contribution of the Public Agency, as determined by the Public Agency's contribution in the immediately preceding fiscal year before withdrawal, without the approval by resolution of the governing body of said Public Agency. Notice of any such com- mitment shall be given in the year when same is budgeted. SECTION 6. Participation by Additional Public Agencies. Any Public Agency within Dade County may become a party to the Con- sortium by adoption of an appropriate resolution of the governing body of such Public Agency, and upon unanimous approval of the participating Public Agencies herein. Participation in the Consortium shall be conditioned upon an agreement to appropriate the Public Agency's appropriate share of funding, from an ac- ceptable revenue source, as determined by agreement between the Consortium and the Public Agency. SECTION 7. Amendments. This Agreement may be amended from time to time by the agreement of the respective participating Public ~' Agencies. If additional Public Agencies become parties to this Agreement, the Agreement shall be'appropriately amended to desig- nate the additional party or parties and the applicable method of additional funding. SECTION 8. Functions to be Contracted. The purposes and func- tions of the Consortium shall be carried out through the contract with TIC, or any successor entity. The Consortium shall not directly employ, engage, compensate or discharge personnel. It -7- a J4- 2a/. / 1*4 1 REL 12329 ?G 285 is the intent of this agreement that all personnel necessary for the performance of the functions of the Consortium shall be engaged and employed by and through TIC, or its successor entity, under and by virtue of the provisions of the contract attached as Schedule 1. The Consortium may, however, but shall not be obli- gated to, lease or otherwise make available to TIC any property, furniture, office space or equipment, which the Consortium and TIC mutually agree is appropriate and feasible to conduct the functions of this Agreement. SECTION 9. Notices; Demands; Requests. All notices, demands and requests which may be given or made hereunder 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: Attention: The Mayor Office of the Mayor Metropolitan Dade County Room 242 Courthouse 73 West Flagler Street Miami, Florida 33130 With copy to: County Manager Metropolitan Dade County Room 900 Courthouse 73 West Flagler Street Miami, Florida 33130 And to: County Attorney Metropolitan Dade County 16th Floor - Courthouse 73 West Flagler Street Miami, Florida 33130 As to the City: The Mayor Office of the Mayor City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With copy to: The City Manager City of Miami Beach 555 - 17th Street Miami Beach, Florida 33139 And to: City Attorney City of Miami Beach c/o City Attorney's Office 1700 Convention Center Drive Miami Beach, Florida 33139 As to the Village: The Mayor Village of Bal Harbour 655 - 96th Street Bal Harbour, Florida 33154 -8- 6. y . � OFF RED 12329 286 with copy to: The Village Manager ,zL Village of Eal Harbour ' 655 - 96th Street Bal Harbour, Florida 33154 And to: The Village Attorney Village of Bal Harbour 655 - 96th Street '- Bal Harbour, Florida 33154 Any such names and addresses may be changed at any time upon written notice of such change sent by United States mail, postage �.- prepaid, to the other parties by the party effecting the change. w - A co of an notice sent b one of the copy y y parties to another, shall be sent to the other parties. IN WITNESS WHEREOF, the participating Public Agencies have caused this instrument to be duly executed in their name and on their behalf by their duly constituted officers, the day and year :. first above written. DADE LO DA y�' •z ��'�i County Manager Attest: , �DEPUTY Cle rk ., . iKA #p CITY OF MIAMI BEACH 44 ayor Attest'" GLL,,I,C ✓ �. Clerk . VILLAGE F L HARBOUR •' t I .�� By yor Attest: �:.,+! �� • ••. f • 4 f Clerk a• 1 L -9- ' ?v-Zal•I �1 RE� 12329 * 287 I ACXNOWLEDG`•iENTS STATE OF FLORIDA ) )SS: COUNTY OF DADE ) Before me personally appeared MERRETT STIERHEIM and ANNE SHAW, County Manager and Deputy Clerk, respectively, on behalf of DADE COUNTY, FLORIDA, known to me to be the persons described in and who executed the foregoing instrument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal, this 14th day of August A.D., 1984. _ --17 N tary Public, State o lorida• at Large ? ,� My Commission Expires: C •c�•• �_ NOTARY PUBLIC STATE OF FLORIDA v "' MY COMMISSION EXPIRES JUNE 5 1987 - BONDED THRU GENERAL INSURANCE UND j •: v a STATE OF FLORIDA ) ''•• '' )SS: COUNTY OF DADE ) Before me personally appeared MALCOLM H. FROMBERG and ELAINE M. 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 2nd day of November A.D., 1984. -0-In 10, My Commission Expires: STATE OF FLORIDA ) )SS: COUNTY OF DADE ) , state o, at Large NOTARY PUBLIC STATE OF FLORIDA MY COMMISSION EXPIRES JUNE 5 1987 BCNDED THRU GENERAL INSURANCE UND •_ 1 • •�= % STIITS _ �Ilrrt�n,uN,�N Before me personally appeared JOHN S. SHERMAN and MARY T. WETTERER, Mayor and Clerk, respectively, on behalf of VILLAGE OF BAL HARBOUR, FLORIDA, known to me to be the persons described in and who executed the foregoing instrument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal, Aucrust A.D., 1984. My Commission Expires: this 2nd day of Lary Funiic, state o at Large NOTARY PUBLIC STATE OF FLORIDA MY COMMISSION EXPIRES JUNE S 1987 BONDED THRU GENERAL INSURANCE Ur4D r i5ja c C. `j STAi P 4-- 20/- / �E� 12329 ?G 288 AGREEMENT THIS AGREEMENT is made and entered into as of this 1st day of October, 1984, by and between THE GREATER MIA14I CONVENTION CONSORTIUM (herein referred to as the "Consortium"), an adminis- trative entity created pursuant to an Interlocal Agreement dated October 1, 1984, by and on behalf of DADE COUNTY, the CITY OF MIAMI BEACH, and the VILLAGE OF BAL HARBOUR (herein referred to collectively as the "Public Agencies"), and the TOURISM INDUSTRY COALITION OF GREATER MIAMI, INC., a Florida not -for -profit corpo- ration (herein referred to as "TIC"). RECITALS A. On and as of October 1, 1984, the Public Agencies, pursuant to the authority granted in Part I of Chapter 163, Florida Statutes, Sections 163.01-163.04 (the "Act"), made and entered into an Interlocal Agreement under which they created the Consortium, for the purpose of establishing a unified effort in the promotion and marketing of conventions and convention sales in Dade County, Florida (the "Interlocal Agreement"). B. Pursuant to authority under the Act, the Consortium has determined to contract for the services of TIC, in order to manage, operate and carry out the convention promotion and sales activities of the Consortium, it being the goal of the Consortium that such services be conducted in the most efficient and ef- fective manner possible, utilizing the direct .participation and experience of the broad based elements of the tourism industry itself. To carry out this purpose, the parties have executed this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the parties agree as follows: SCHEDULE I S. AN `� ` 11 ?Ec 123Z9 SECTION 1. Duties and Authority of TIC. The Consortium hereby grants to TIC, subject to the terms of this Agreement, the authority to carry out the following functions on behalf of the Consortium: A. To conduct and manage the business of the Consortium in the promotion, marketing and sales of conventions and convention space within the geographic limits of the Public Agency partici- pants in the Consortium, subject to the following division of responsibility with respect to the making of convention reserva- tions: any and all reservations involving conventions to be held 18 months or more from the date of the "booking" (or date of reservation) shall be the responsibility of TIC; convention bookings having a lesser advance reservation date shall be the responsibility of the separate Public Agencies. Any selection or promotion of specific convention areas by TIC shall be based upon bona fide business considerations and requirements of the conven- tion customer; B. To stimulate, promote, market and advertise, through any and all media, the attractiveness and availability of conven- tions within the market areas of the Public Agencies; C. To provide services and information designed to inform organizations and entities of conventions, convention activities, attractions, projects and events relating to conventions within Dade County; D. To develop and implement all other forms of activities, attractions, meetings, projects and marketing events related to the bringing of conventions to Dade County, and to disseminate any information concerning same by means of all commonly used media; E. To engage in convention research and planning, and to conduct campaigns of information, advertising, publicity, market- ing or sales relating to conventions and convention events; F. In general to conduct or assist in the conducting and carrying out of any program or project designed to attract con- - 2 - Pc - 2.0/. / 6. W I .100% 1^ REC 12329 pG 290 ventions 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, attract and conduct con- ventions, including assisting in the planning and operation of conventions; G. 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; H. To accept, receive and expend private monies, gifts, fees, earned revenues and donations, in addition to the public funds transferred to it by the Consortium; I. To mandatorily meet periodically with the executive directors of the tourism promotion departments of the participat- ing Public Agencies herein for the purpose of exchanging informa- tion and promoting the coordination of programs and strategy; J. To enter into contracts with agencies, corporations, persons, or other entities, to accomplish any or all of the above. Among these contracts, it is the expressed intention of TIC, in the initial year of the Agreement, to contract with the current advertising agency utilized by the County. K. To perform any other function reasonably related to the policy and purpose of the Consortium, as expressed in Section 2 of the Interlocal Agreement. SECTION 2. Approval and Review Functions of the Consortium. The Consortium Board, as defined and described under, Section 3 of the Interlocal Agreement, shall have the following rights of approval or review of TIC policies, and shall exercise the following by majority vote of the full membership of the Consortium Board: A. Although TIC shall have sole discretion over the recruitment and engagement of an executive director, the Consortium Board shall have. the right to approve the engagement of such executive director prior to that person's assumption of -3- b. a REE 12329oc 291 office. Once engaged, TIC shall have the sole authority to remove such person from office. Any replacement of the executive director shall be subject to the same prior approval process. _ Prior approval of an executive director by the Consortium Board ty� in no way shall be deemed to confer any other prior approval right or authority in the Consortium Board regarding the engage- �u. a ment or retention of any other personnel employed for purposes of this Agreement. B. Prior to the adoption of the annual budget of TIC, and from time to time during the fiscal year, the Consortium Board L:. shall have the right, at its option, to review and comment upon the budget and the overall marketing strategy contained therein, i- and may submit to TIC the Board's written review and comments; provided, however, that no such right of review and comment shall be deemed to give the Board the right of veto or disapproval over all or any portion of such budget or marketing strategy. '. C. The Consortium Board, from time to time and at any 4 ( x. 'q time, may review the membership and makeup of the board of directors of TIC, to assure itself that the board's membership is comprised of a broad based representation of the tourism industry in Dade County. Such review shall confer no right of approval or disapproval of TIC's board membership. 4� Agreement D. The right to discharge TIC and terminate this A g 9 9 `4,"for cause" as defined and described below. SECTION 3. Term of Agreement; Termination for Event of Default. The term of this Agreement shall coincide with the term of the Interlocal Agreement, or any amendments or renewals thereof. This Agreement may be terminated by majority vote of the full membership of the Consortium Board, in the manner described below, upon the occurrence of any of the following ("Events of Default"): A. The conduct of activity having a material adverse effect on any one or more Public Agencies participating in the -4- # : RE� 12329 ?' 292 Interlocal Agreement, which activity is a departure from industry Fr�� 7e 1M standards or from the normal exercise of reasoned judgment in R �� convention marketing or convention sales; B. Engagement in any illegal activity or criminal conduct, in a materially adverse and overt manner, by any agent or em- ployee of TIC in the conduct of its affairs under this Agreement. The Consortium Board shall give TIC written notice of the occurrence of any Event of Default, specifying in detail such default. Within 30 days after receipt of such notice, TIC shall P: 7 have the opportunity to correct same by the taking of any ap- :. propriate remedial action. Failure to remedy any Event of De- fault within the 30 day period shall cause this Agreement to terminate at the end of, said 30 day period; provided, however, that in the event TIC contests the fact that any Event of Default has occurred, TIC shall have the opportunity to meet with the Consortium and attempt to resolve the differences. For that purpose, there is hereby established a 30 day "cooling off" period, commencing_from the date TIC advises the Consortium Board ?'- in writing, that it contests the occurrence of an Event of De- "`"" fault. If the differences of the parties cannot be informally resolved within the said 30 day "cooling off" period, then TIC has the right to formally appear before the Consortium Board, for the formal presentation of its position. If the matter cannot be resolved within 30 days after, the expiration of the 30 day "cooling off" period, then this Agreement shall be terminated. From and after the period that TIC is placed on notice of a „= default, it will not incur any expense other than previously ` committed and ongoing expenses incurred in the ordinary course of 9z �� business of TIC in the day to day operation of its functions under this Agreement. In the event of any termination, the withdrawing Public Agency shall be bound by any prior committed convention reserva- tion, contract or budget item duly contracted for by TIC, or other actin contracting g party of the Consortium, provided that -5- 6. 11 ka an 12329 ?P 293 any financial commitment by TIC in any one year that binds the Public Agency beyond the current fiscal year in an amount in excess of one-third of the contribution of the Public Agency, as determined by the Public Agency's contribution in the immediately preceding fiscal year before withdrawal, shall be approved by resolution of the governing body of said Public Agency. Notice of any such commitment shall be given in the year when same is budgeted, and shall be given by submittal to the applicable Public Agency of the quarterly accounting report showing said item. SECTION 4. Financing; Accounts and Accountings. Section 4.01. Remittances to TIC. The Consortium shall transfer to TIC, as defined in the Interlocal Agreement, all funds received from the participating Public Agencies from the revenue sources, or alternative revenue sources, described in the Interlocal Agreement. Section 4.02. Financial Contributions By TIC. For the first year of the Agreement, TIC shall contribute the the sum of not less than $350,000 of its funds to the budget, and there- after, TIC shall continue to contribute annually the minimum sum of $350,000, plus not less than any additional amounts as is proportionately equal to the proportionate increases contributed by all of the Public Agencies., It is, anticipated that TIC will make every effort to increase its annual contribution at a rate greater than public contribution increases. Section 4.03. Financial Contributions by the Consortium. Funding provided by the Consortium shall be as determined under Section 4 of the Interlocal Agreement. With respect to Section 4.04 of the Interlocal Agreement, the Public Agencies hereby clarify said section by agreeing that a Public Agency may commit said Resort Tax revenues in the future to the support of bonds, as authorized by Florida law, but no such commitment shall commit• or pledge any portion of that percentage of Resort Tax revenues Als -6- r•. �Et n ,cc 12329 ?S' 294 that is required to be committed by the Public Agency to support of the Interlocal Agreement, from time to time and at any time )CokA7 ��. during the Public Agency's financial participation therein. Section 4.04. Accounts. TIC shall keep and maintain accu-� /%46 rate books, records and accounts of all funds received by it from public or private sources, in accordance with generally accepted accounting practices, and shall submit to the Consortium an annual audit (as of the Fiscal Year defined in the Interlocal Agreement) of said books, records and accounts, unqualified, by an independent accounting firm acceptable to the Consortium. Separate books, records and accounts shall be maintained for public funds and private funds, respectively, received by TIC. Section 4.05. Right to Inspection or Audit. Each party to this Agreement shall have the right to inspect, examine or audit the books, records and accounts of the other party by and through their authorized representatives, and any such examination shall be conducted during normal business hours in a manner so as not -to unreasonably interfere with the business of either party. SECTION S. Notices; Demands; Reauests. All notices, demands and requests which may be given or made hereunder 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: Attention: The Mayor Office of the Mayor Metropolitan Dade County Room 242 Courthouse 73 West Flagler Street Miami, Florida 33130 County Manager Metropolitan Dade County Room 900 Courthouse 73 West Flagler Street Miami, Florida 33130 And to: County Attorney Metropolitan Dade County 16th Floor - Courthouse 73 West Flagler Street Miami, Florida 33130 -7- �-G-Zoe./ a REE 12329 295 r\ As to the City: The Mayor Office of the Mayor City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With copy to: The City Manager City of Miami Beach 555 - 17th Street Miami Beach, Florida 33139 And to: City Attorney City of Miami Beach c/o City Attorney's Office 1700 Convention Center Drive Miami Beach, Florida 33139 As to the Village: With copy to: The Mayor Village of Bal Harbour 655 - 96th Street Bal Harbour, Florida 33154 The Village Manager Village of Bal Harbour 655 - 96th Street Bal Harbour, Florida 33154 And to: The Village Attorney Village of Bal Harbour 655 - 96th Street Bal Harbour, Florida 33154 Any such names and addresses may be changed at any time upon written notice of such change sent by United States mail, postage prepaid, to the other parties by the party effecting the change. A copy of any notice sent by one of the parties to.another, shall be sent to all other parties noted above. r\ SECTION 6. Status of TIC as Independent Contractor; Indemnifica- tion. The parties understand and agree that the relationship of TIC to the Consortium is that of an independent contractor. In carrying out its functions under this Agreement, TIC is not, nor shall it ever be construed as, the agent or representative of the Consortium, and this * Agreement is not intended to establish a partnership, a joint venture, or the relation of principal and agent. TIC shall' indemnify and hold harmless the Consortium and the participating Public Agencies from any and all claims, suits, demands or liabilities, of whatever nature, brought by others, wherein the Consortium, or any of its participating Public n Agencies, is made a party, through suit, claim, demand or other- wise, arising out of any activity of TIC under this Agreement. -8- 0. RECFF 12329 ppj 296 TIC shall take out and maintain adequate liability insurance, in reasonable amounts, according to general practices in the indus try, insuring against those types of claims, suits or demands normally covered by liability insurance relating to convention promotion and sales activities, and shall name the Consortium, together with each participating Public Agency, as a co-insured by endorsement. Policies or certificates of such insurance shall be available to the Consortium Board, if and when requested. SECTION 7. Loaned Executive Program. In carrying out its func- tions herein, TIC and any participating Public Agency may con- tract for the loaning of executives to TIC who are employed in tourism or convention related activities. In such event, the applicable Public Agency will continue to pay the salary and other employee benefits of the loaned employee, with appropriate credit being given to the loaning Public Agency in its payment requirements to the Consortium. IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed by and through their duly constituted of- ficers on the day and year first above written. THE M NVENTION CONSORTIUM NVENTION CC M X7 '4. A•0 I County Manager Ado� r tv�er F1 orida Lai n Dade County, Florida oil 14.4 &alp 00 Maybr'l City Beach ty By: *y ar eA llage of Bal Harbour ft TOURISM INDUSTRY COALITION OF GREATER MIAMI, INC. yefi _F By: Steve Sonnabend, Chairman Attest: Secrotary -9- a ofe" *SWAP Wft ow am". "ARMS .4 000wV"We AIC"MP-spam PAN 0=9 om 2 0 /o 1585 JAN 30 PM 4.6 25 ''W.030312. �E� 1240D �G 443 AMENDMENT TO n INTERLOCAL AGREEMENT (The Greater Miami Convention Consortium) THIS AMENDMENT TO INTERLOCAL AGREEMENT is made and executed as of October 1, 1984, by and between The Greater Miami Convention 4 Consortium, as created by the Interlocal Agreement between Dade County, the City of Miami Beach and the Village of Bal Harbour, dated as of October 1, 1984 (herein the "Consortium"), and the City of Miami, a municipal corporation (herein "City of Miami"). FACTUAL BACKGROUND A. The City of Miami Beach, Village of Bal Harbour and Dade County initially established The Greater Miami Convention Consortium, pursuant to an Interlocal Agreement entered into ) as of October 1, 1984. Prior to the effective date of the Interlocal Agreement, the City of Miami, by Resolution of the City Commission, has determined to join the Consortium, on a phased -in basis, more particularly described herein. B. Section 6 of the Interlocal Agreement provides for participation in the Consortium by additional Public Agencies, �k upon the unanimous approval of the participating Public Agencies in the Consortium. This Amendment to the original Inte3 local r- Agreement is executed for the purpose of confirming the unanimous approval of the original participating Public Agencies for the City of Miami's participation, and for the purpose of estab- lishing the manner and method of participation by the City of Miami. 'FJ In consideration of the mutual covenants, conditions and ts. 4t agreements herein set forth, the parties agree as follows: SECTION 1. Definitions. In addition to the words and terms elsewhere defined in this agreement, the words and terms used in this agreement shall have the same meanings established under the definitions in.SECTION 1 of the Interlocal Agreement. 61 EC Z400 ?c 444 . , SECTION 2. Participation by the City of Miami. Section 2.01. Joinder in the Consortium. The City of Miami µ hereby agrees to participate in the Consortium, and the Consortium hereby accepts the City of Miami as a participating Public Agency, under the terms and conditions established in this section. The City of Miami shall enter the Consortium on a phased -in basis over a period of one year, in accordance with the following three -stepped time periods: Section 2.02. Phase One: Promotion. As of October 1, 1984, the Consortium will perform all of the convention promotion ' services for the City of Miami, as part of the Consortium's on- goingde but going promotion activities.These services will include, will not necessarily be limited to, advertising, preparation and distribution of printed materials, public relations, promotion of trade shows, special events and conventions. The City of Miami reserves the option to participate in the promotion of trade shows, which participation will be established on a cooperative basis, by mutual agreement with TIC. Section 2.03. Phase Two% Coordinated Sales. From and after April 1, 1985, the City of Miami will coordinate, by a working agreement with TIC, the direct sales of conventions held within the City of Miami, in such a manner as to avoid 5=;{j any duplication of efforts. • In this Phase, the axisting City of Miami Convention Bureau will remain under the City of Miami, with no transfer of personnel taking place, unless otherwise mutually agreed between the City of Miami and TIC. The marketing plan for the sales of conventions within the City of Miami will be jointly developed, and the parties agree that this will be the first step for the transfer of the entire convention sales effort into the Consortium. Section 2.04. Phase Three: Convention Sales by Consortium. Commencing as of October 1, 1985, the Consortium shall be the sole entity for the sale, solicitation and/or booking of conventions on behalf of the City of Miami, as part of its overall convention °FC 12400 ec' 445 sales and promotion activities, and the City of Miami will no r.� longer separately perform that activity. Those personnel in the City of Miami Convention Bureau performing such functions shall be transfered to the Consortium, in such a manner as shall be mutually approved between TIC and the City of Miami. The City reserves the right, however, to retain a bureau or office for the purpose of continuing to promote special events, which include any and all types of shows, exhibitions and other events that are generally booked on a short-term advance reservation basis. The terms and details of the Third Phase participation by the City of Miami, including the financial participation by the City of Miami, shall be established by a working agreement be- tween TIC and the City of Miami, at the commencement of the Third Phase. SECTION 4. Right to Withdraw. The City of Miami has the right to withdraw from the Consortium at any time, during any of the Phases described above, upon the adoption of a resolution to that effect, after notice to the Consortium and public hearing. SECTION S. Financial Participation. The City of Miami shall initially contribute to the Consortium, on or prior to October 1, 1984, the sum of $100,000. Thereafter, the City of Miami shall contribute such sums as are mutually agreed upon, during the Second and Third Phase, as described under Section 2, based upon an agreement between TIC and the City of Miami, or as may be otherwise established by agreement between the Consortium and the City of Miami. SECTION 6. Participation in Consortium Board. Commencing with Phase One, and as of October 1, 1984, the Mayor of the City of Miami shall become a member of the Consortium Board, and shall participate in Consortium Board decisions in the same manner as other Consortium members, and as provided under Section 3.01 of the Interlocal Agreement. The Chief Administrative Officer of the City of Miami shall be an ex oficio member of the Board. The r` Mayor of the City of fliami'may designate any elected member of the City Commission of the City of Miami to serve in his place 6. 3 - ?Ec 12400 ?c 44`o) and stead at any Consortium Board meetings, as provided under -- Section 3.01 of the Interlocal Agreement. The City of Miami, through its personnel or representatives, shall have the opportunity, at all times, to participate, on a parity basis with all other participating Public Agencies, in all decisions, meetings, strategy and planning of the Consortium. SECTION 7. Ratification of Original Interlocal Agreement. All terms and provisions of the original Interlocal Agreement, not inconsistent with the terms and provisions herein, are con- firmed and incorporated into this agreement. IN WITNESS WHEREOF, the participating Public Agencies have _ caused this First Amendment to the Interlocal Agreement to be executed in their name and on their behalf by their duly consti- tuted officers, the day and year first above written. _- CITY OF MIAMI By: APPRUVED AS • � .vV t�1 ��1/J' Cot w•• _ _S7 Atte` wly Clerk Attest: dzZogv �..r • �- 'ClerJc alf �L: + Y CITYY OF.. MIAMI BEACH , %r, :• . a��.• By: Ma VILLAGE O BAL HARBOUR By: ujLtzt.[cu� 24ayor 4 - i °E� 124CO P1 447 ACKNOWLEDGMENTS STATE OF FLORIDA ) )SS: COUNTY OF DADE ) Before me personally appeared HOWARD V. GARY and RALPH G. ONGIE, City Manager and Clerk, respectively, on behalf of CITY OF MIAMI, FLORIDA, known to me to be the persons described in and who executed the foregoing instrument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. r WITNESS my hand and official seal, this day of NAJCrv.bab. A.D., 1984. r . Notary Public, St to of lorida ,1,+tumu►,,, at Large .-., . My Commission Expires: O R.M T(fTAitOFF10110A ��,�`' :�•,...••.r�•!/'. . MY COMMISSION EXPIRES JUNE 5 1991 , - :{: $ONDED. Jt{RU GENERAL INSURANCE UND S STATE OF FLORIDA COUNTY OF DADE ) Before me personally appeared MERRETT STIERHEIM and ANNE SHAW, a County Manager and Deputy Clerk, respectively, on behalf of DADE COUNTY, FLORIDA, known to me to be the persons described in and who executed the foregoing instrument, and acknowledged to and before me that they executed said instrument for the purposes -' therein expressed. ..& ITNESS my hand and official seal, this /0day. of. ` A.D., 198�5 s Notary Pub c, State o or a �z a' at Large _ w , Ct *:; c - My Commi.. s.si:on♦♦.,.xi1Ritre.14. �a •� i .. .a.e!Clip. F0 15,1588 y r ...ti�:t •.: Q�,i •[� d "�__� il�nJ 4aJe.",AL I65. UdO. % � •: •r O STATE OF FLORIDA ) COUNTY OF DADE ) Before me personally appeared MALCOLM H. FROMBERG and ELAINE M. 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 ne that they executed said instrument for the purposes therein expressed. W 'SS my hand and official seal, this .r•3 day of A.D., 19 S•9.'• O Czor CO Notary Public, State o F on a • off.'••. C� ,,�•.�y�. at Large Ply* CorrAis�sion Expires: t fS5 • OFF iz4�o -448 . r� STATE OF FLORIDA ) )SS: COUNTY OF DADE ) Before me personally appeared JOHN S. SHERMAN and MARY T. WETTERER, Mayor and Clerk, respectively, on behalf of VILLAGE OF BAL HARBOUR, FLORIDA, known to me to be the persons described in and who executed the foregoing instrument, an-' acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal, this _L✓ ?z day of A.D. , 1984. Notary Public, State of, G�' a v .�'� at Large a•_ _ My Commission Expires: :UAi 0 d � Nota, • % q : , Fuhli^. Stets cf Fl:rida 2t Large . �l••,�• f�fy Ce,�t.nia:ion Ex;ires April 7,1986 •'""''. .� •'�fl a S1 t E i C P— • �i i 4� life �tW11WY i� iNIIL'IN /10D110� OIY O/ U01 Calm", HOS OL am QUIT Null r�t1CAaRp P. at�.vx� vlJN A �}