3rd Amended and Restated
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980
THIRD AMENDED AND RESTATED INTERLOG.~\..":::MENT
AND
CONTRACT WITH GREATER MIAMI CONVENTION AND VISITORS BUREAU
THIS THIRD AMENDED AND RESTATED INTER:'OCAL AGREEMENT AND
CONTRACT is made and executed as of th is Lst day of October,
1987, by and between DADE COUNTY, a political subdivision of the
State of Florida (the "County"), CITY OF MIAMI BEACH, a municipal
corporation organized and existing under the laws of the State of
Florida
("Miami Beach"),
the CITY OF MIAMI, a mun~cipal
corporation organized and existing under the laws of the State of
Flor ida ("Miami") the VILLAGE OF BAL HARBOUR, a municipal
(';',J' ration organized and existing under the laws of the State of
Fl. r lad
(the "Village"), and GREATER MIAMI CONVENTION AND
vrS:c0PS BUREAU, INC., a rlQ[ida not-for-profit corporation
It .HIT''''lly Tourism Industry Coalition of Greater Miami. Inc. J
(he~eln the "Bureau"):
RECITALS:
A. By Interlocal Agreement executed as of October 1. 1984.
recorded in Official Record!': ~l,v', 12329, P"l~" ~R>> ,')f the Publll
Records of. Dade County, Fir I ~~~
dS amended "y A/llf'N1mr!nt to
Interlocal Agreement r"cordpd \', "!'I,Jd.'" keel'I.ls FInn. 12400.
Page 443, of the Public R"Vlru", 'I [,ade (e',,",/, Fl..;[ida. d"
amended by a Second Amended ~ Resta'pd Inle'Jocdl Agreement dated
as of October 1, 1986. recorded in Official Records Book 13159.
at Page 297, of the Public Records of Dade County. Florida
(together herein collectively referred to as the "Interlocal
Agreement"), Dade County, Miami Beach, Miami arId the Village
(together the "Participating Public Agencies" or individually the
""articipating Public Agency") created a consortium pursuant to
r,p .,uthority granted to each such Participating Public Agency in
Par' I of Chapter 163. Florida Statutes (the "Act"), for the
\><-rf.J::>se of establishing a unified effort in the promotion and
ffidrketing of conven~ions dnd convention sales in Dade County.
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Pursuant to authority granted to the Participdt:...
Public Agencies under the Act, a contract was entered into with
the Bureau, under which the Bureau agreed to carry out tourism
and convention promotion, booking and sales activities on behalf
of the Participating Public Agencies (reserving to ~ach
Participating PubLc Agency the continued right, at its op:ion,
to separately promote and book certain special events). It is
the goal of the Participating Public Agencies that such services
be conducted in the most efficient and effective manner possible,
utilizing a larger fund of public tax dollars and privately
contributed resources, which the individual Public Agency would
not otherwise have available alone, with the additional advantage
of having available the experience and participation of all
segments of the business community itself.
C. The Participating Public Agencies and thp Bureau desire
to amend the Interlocal Agreement in certain particulars,
including modifying certain provisions regarding special events
and financial participation;
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Contract with the Bureau.
SECTION 1.01 The Partidpating Public Agencies hereby
contract with the Bureau for the performance by the Bureau of the
following tourism and convention sales and promotion functions
should be:
(a) To develop, promote, market, book and sec~re
conventions, trade shows and group business;
(b) To expand, develop and promote tourism in the
domestic and world markets, through consumers, travel
tour operators, wholesalers, airline marketing,
advertising, and other modalities determined by the Bureau;
(c) To maintain programs and services, where
practicable, in connection with the marketing and promotion of
conventions and tourism, including convention services, tourist
reservation services, and other operational and administrative
programs in connection therewith; to prepare and distribute
brochures, pamphlets and other advertising information, in a
agents,
media,
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ma~nn[ :~nerally accc7:ed in the tourism and convention industry,
disseminating information about the Dade County area and the
Participating Public Agencies: to cooperate with segments of the
private tourism and convention business community for the booking
of hotel reservations, tour packages, car rentals, and other such
services, and conducting activities normally provided by like
convention and visitors bureaus in other parts of the nation:
(d) To engage in tourism and convention research and
planning, and to conduct campaigns of information, advertising,
publicity, marketing or sales relating to tourism, conventions
and convention events:
(e) In general to conduct or assist in the 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:
(f) To
employ,
engage,
compensate
dnd
discharge
personnel necessary to carry out the foregoing functions, and to
budget, administer and implement the funds receivrd 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
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Bureau agrees furthe~ ~:-:,jt any Partie- :;>ating Public Agency rr,ay
carry out monitoring and evaluation activities in such manner as
will effectively insure the cooperation of the Bureau and its
Board of Directors in the performance of the Bureau's functions,
so long as such inspection and monitoring does not unreasonably
impede or interfere with the functions of the Bureau. The Bureau
agrees to provide to the Participating Public Agencies such
reports as may be reasonably requested by them, and to provide,
not less often than quarterly, an activity and financial report,
setting forth generally the activities of the Bureau during the
previous quarter. It is the intention of these provisions that
the Participating Public Agencies will be kept informed, on an
ongoing basis, of the activities of the Bureau, and that a line
of communication will always be open between such Participating
Public Agencies and the Bureau.
The Bureau agrees to render to the Participating Public
Agencies an annual audited report covering the receipt and
expenditure of public funds, prepared by an independent certified
public accountant, in accordance wi th generally accepted
accounting principles and practices consistently applied.
SECTION 1. 03 Compliance wi th Law. The Bureau shall comply
with all applicable laws of the Federal, state and local
governments relating to its activities.
SECTION 1.04 Status of Bur~au as Independent Contractor:
I ~demnif iea t ion. The parties hereto understand and agree that
the relationship of the Bureau to each Participating Public
Agency is that of an independent contractor. In carrying out its
functions under this Agreement, the Bureau is not, nor shall it
ever be construed as, the agent or representative of any
Participating Public Agency, and this Agreement is not intended
to establish a partnership, a joint venture, or the relationship
of pr incipal 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
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the BuredC: . ."~,, r this Agreement. The B:..: ~eau shall ta~ ~ .)u t and
maintain adequate liability insurance, in reasonable amounts,
consistent with general practices in the industry, insuring
against those types of claims, suits or demands normally covered
by liability insurance relating to convention and visitors
bureaus, and shall name the Participating Public Agencies as co-
insured by endorsement.
Policies or certificates of such
insurance shall be available to any Participating Public Agency
if and when requested.
SECTION 1.05. The Bureau Board of Directors.
The Bureau
shall be managed by a Board of Directors, having such number of
members and such composition as may be determined from time to
time by the Bureau.
At the option of any Participating Public
Agency, the Mayor of such agency or his (her) designated
representative (who shall be a member of the elected governing
body of the Participating Public Agency) may sit as a voting
member of the Board.
The manager of any such agency may also
attend such Board meetings ex officio, without a vote. The Board
of the Bureau may act through an Executive Committee, which shall
meet between meetings of the Board.
The composi tion of the
Executive Committee shall be as determined from time to time by
the Bureau.
SECTION 2. Funding.
SECTION 2.01 Contribucions from Each Participating Public
Agency: Disposi :ion of Special E'.ent l1onies. The manner in which
each Participating Public Agency will provide financial support
for the purposes set forth in this Interlocal Agreement shall be
as follows:
(a) The County shall contribute annually sixty percent
(60%) of its Tourist Development Tax revenues, collected pursuant
to Section 125.0104, Florida Statutes, and Dade County Ordinance
No. 78-62, as amended from time to time, less an amount allowed
by law for collection costs, and less the sum of $300,000 for
distribution by the County at its discretion for special events
and other tourism related activities.
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(b)
Miami Beach
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contribute annually tif~l ~ercent
(50%) of the net revenues collected from its municipal resort
tax, levied pursuant to Chapter 67-930, Laws of Florida, and the
respective municipal ordinances applicable thereto, as amended
from time to time, reserving to Miami Beach the right to retain
from said allocation $250,000 annually for special events and not
exceeding $125,000 for collection costs.
lc) The Village shall contribute annually an amount
that is agreed upon in writing with the Bureau, no later than 30
days prior to the commencement of each fiscal year.
(d) The Bureau, through its participating membership
from the private sector, shall contribute from said private
sources a minimum of $500,000 per year.
The Bureau will make
every effort to increase its contribution each year.
(e) Miami shall contribute $100,000 annually.
SECTION 2.02 Method of 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 2.03 No Impairment of Bond Obligat ions1 Option to
Appropriate Alternative Revenue Sources.
In the event any
Participating Public Agency determines that the allocation of tax
revenues required to be made under Section 3.01 above may impair
the obligation of any con~ract~al arrangement between the
Participating Public Agency and the holders of its bonds secured
by said tax revenues, the Participating Public Agency may
appropriate to the Bureau an alternative revenue source equal to
that amount of the Municipal Resort Tax or County Tourist
Development Tax, as the case may be, that would otherwise have
been required by the Participating Public Agency during the then
current fiscal year (the "Substituted Revenue Source").
In the
event the Participating Public Agency upon making a determination
that its bond obligations would be impaired, fails to contribute
to the Bureau a substituted revenue source, said Participating
Public Agency 0 s participation in the Interlocal Agreement shall
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be forthwith terminated: provided, however, , ::.' in the event of
such termination, said Participating Public Agency shall continue
to be bound by any prior committed contract, convention
reservation or other commitment duly made by the Bureau. Each
Participating Public Agency agrees that i: will not, during the
term of this Agreement, or any extended t~~m thereof, pledge or
commit to a bond issue, present or future, any funds from its
respective existing public tax sources cited above, which would
impair its ability to meet its obligations under this Interlocal
Agreement.
SECTION 3.
Duration of This Agreement.
The term of this
Interlocal Agreement shall be for the initial period of one year,
and thereafter may be renewed each year by Resolution of each
Participating Public Agency.
Such renewal alternatively may be
made by a budgetary appropriation of the Participating Public
Agency's financial contribution: provided, however, such budget-
ary appropriation shall not preclude said Participating Public
Agency from adopting a Resolution prior to the commencement of
the succeeding fiscal year stating the Agency's intent not to
renew its participation in the Interlocal Agreement for the said
succeeding fiscal year. In such event, said Agpncy's participa-
tion in the Interlocal Agreement will terminate as of the end of
the then current fiscal year.
In the event of the withdrawal of any Participating
Public Agency from the Interlocal Agreement, as a~cve described,
the remaining participants may elect to continue the Interlocal
Agreement by adoption of an appropriate resolution of the govern-
ing body of each remaining participant. In the event the remain-
ing participants do not elect to continue the Interlocal Agree-
ment, this Interlocal Agreement shall automatically terminate as
of the end of the then current fiscal year.
SECTION 4. Notices. All notices, demands and requests which
are given by the parties shall be in writing and shall be deemed
to be properly given if sent by United States mail, postage
prepaid, addressed as follows:
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987
.' ~o the COU:1:y:
A~~en:ion: County Manager
Metr~politan Dade County
Room 2900
Metro-Dade Center
III N.W. First Street
Miami, Florida 33128
With copy to:
County Attorney
Metropolitan Dade County
Suite 2810
Metro-Dade Center
III N.W. Fir~t Street
Miami, Florida 33128
As to Miami:
Attention: City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
With copy to:
City Attorney
City of Miami
169 E. Flagler
Miami, Florida
St., Suite 1101
33131
As to Miami Beach:
Attention: City Manager
City of Miami Beach
555 - 17th Street
Miami Beach, Florida 33139
With copies to:
City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Visitors and Convention Authority
555 17th Street
Miami Beach, Florida 33139
As to the Village:
Attention: Village Manager
Village of Bal Harbour
655 - 96th Street
Bal Harbour, Florida 33154
With copy to:
Village Attorney
Village of Bal Harbour
655 - 96th Street
Bal Harbour, Florida 33154
As to the Bureau:
Attention: President
Greater Miami Convention
and Visitors Bureau
4770 Biscayne Boulevard
Miami, Florida 33137
Any such names and addresses may be changed at any time upon
the giving of written notice of such change sent by united States
mail, postage prepaid, to the other parties affected by the
change. A copy of any notice sent by one party to another shall
be sent to all other parties noted above.
IN WITNESS WHEREOF, the participating Public Agencies have
caused this instrument to be duly executed in their name and on
their behalf by their duly constituted officers, and the Bureau
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has ca~~~d this ins' ,~~ent to be duly execu:ed by its duly
October, 1987.
authorized corporate officers, all as of this first day of
Approved as to form and
legal sufficiency
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Assistant County Attorney
/ (Seal)
Approved as to form and
legal sufficiency
-\ ~~~rney
, (Seal)
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APPROVED ~ORM AND CORRECINESS. '
1~J1 ~ /
;/t.UCIA A. DOuGHERTY . If
City Attorney City 01 Miami l
~
(Seal)
(Seal)
Authorized by Dade County
Resolution No. n.llf7.Y7
Authorized by City of Miami Beach
Resolution No. 87-19061
Authorized by City of Miami
Resolution NO.:l:.' ;1 .c, ;/
Authorized by Village of Bal Harbour
Resolution No. .3 'l-S
DADE COUNTY, FLORIDA
By: ~~,~ ~-
County Man~
By:
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OF MI~
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By:
Attest:
By:
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GREATER MIAMI CONVENTION AND
VISITORS BU EAU, INC.
By:
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ACKNOWLEDGMENTS
STATE OF FLORIDA )
)ss:
COUNTY OF DADE )
'. BeforelJle ~!!rsonally appeared Sergio Pereira and
i 'i!~"~i:~? (-::.~r..-rr, County Manager and Deputy Clerk, respec-
tively, on behalf of DADE COUNTY, FLORIDA, known to me to be the
per-sons described !.n and who executed the fore<;!oing instrument,
and acknowledged to and before me that they executed said
instrument for the purposes therein expressed. ,..,
WITNESS my hand and off icial seal, this IStt day of O(~-.bi,~~. /!
1987.
.k__O.. C~~
Notar~ Public, State of
at Large
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Florida
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STATE OF FLORIDA
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COUNTY OF DADE
Before me personally appeared Alex Daoud and Elaine Baker,
Mayor and Clerk, respectively, on behalf of CITY OF MIAMI
BEACH, FLORIDA, known to me to be the persons described in and
who executed the foregoing instrument, and acknowledged to and
before me that they executed said instrument for the purposes
therein expressed.
WITNESS my hand and official seal, this ~ day Of~~(T~-r,
1987.
My Commission Expires:
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STATE OF FLORIDA
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COUNTY OF DADE
J-\ Before me personally appeared Cesar Odio and \ c\.. t1- '.'
'r ,,~ i , City Manager and Clerk, respectlvely, q
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.
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STATE 0:' ::'OR!DA
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COUNTY OF DADE
Before m~~ersonally appeared Louise Miller, Village Manager,
and Ca~~MdW1s, Clerk, respectively, on behalf of VILLAGE OF BAL
HARBOUR, FLORIDA, known to me to be the perso~s 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
1987.
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my hand and
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offICIal seal th:S /~ day of~t?
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Notary Public, Stat~of
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COUNTY OF DADE )
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S\'cp.',,~ Before me personally appeared 1I~.c:~. . and_
, . I, Chairman and Secretary, respectively, on behalf of GREATER
MIAMI CONVENTION AND VISITORS BUREAU, INC., known to me to be the
persons described in and who executed the foregoing instrument,
and acknowledged to and before me that they executed said
instrument for the purposes therein expressed.
STATE OF FLORIDA
My Commission Expires:
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