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Loaned Executive Agreement ~~ , ~ LOANED EXECUTIVE AGREEMENT THIS AGREEMENT is made and entered into as of October 1, 1984 among the CITY OF MIAMI BEACH (herein "Miami Beach"), THE MIAMI BEACH VISITOR & CONVENTION AUTHORITY ("VCA"), and TOURISM INDUSTRY COALITION OF GREATER MIAMI, INC. (herein sometimes referred to as "TIC," "Greater Miami Convention and Visitors Bureau," or the "Bureau"). RECITATIONS A. As of October 1, 1984 the Greater Miami Convention Consortium (the "Consortium") was created by an Interlocal Agreement among Dade County, City of Miami Beach and Village of Bal Harbour, which Interlocal Agreement is recorded in Official Records Book 12329, Page 278 of the Public Records of Dade County, Florida. Said Interlocal Agreement was amended by Amendment to Interlocal Agreement executed as of October 1, 1984, recorded in Off icial Record Book 12400, Page 473 of the Public Records of Dade County, Florida, under which the City of Miami joined the Consortium (the initial Interlocal Agreement and Amendment thereto being herein referred to collectively as the "Interlocal Agreement"). B. Pursuant to the terms of the Interlocal Agreement, the Consortium entered into an agreement with Tourism Industry Coalition of Greater Miami, Inc. ("TIC"), dated as of October 1, 1984, under which TIC is to manage, operate and carry out the convention marketing, promotion and sales activities of the Consortium (said Agreement being herein referred to as the "Convention Bureau Agreement"). TIC intends to operate under the name "Greater Miami Convention and Visitors Bureau" (the "Bureau"). C. Under the Convention Bureau Agreement, in carrying out its functions on behalf of the Consortium, the Bureau has the authority to contract with any Public Agency participating in the Consortium for the loaning of executives from the Public Agency to the Bureau, which executives will be employed in convention or tourism related activities of the Bureau. Based upon this authorization, Miami Beach and the Bureau have determined to enter into the Loaned Executive Program described in this Agreement, under which certain employees of Miami Beach or VCA will be transferred to the supervision, management and operation of the Bureau, in order to participate in and enhance the convention marketing, sales and promotion activities of the Bureau. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: ',- 1. The Transferred Employees. The employees of VCA and/or Miami Beach (whichever is applicable) shown on Exhibit A attached hereto (herein the "Transferred Employees"), with their current positions, salaries and allowances stated opposite their names, shall be a part of the Loaned Executive Program set forth in this Agreement. 2. Payment of Salaries and Benefits; Reimbursement. Miami Beach shall be responsible, until the Termination Date (herein defined) as to each employee, for the payment of salaries and benefits of the Transferred Employees. Miami Beach agrees that it will not, without the prior written consent of the Board of Directors of the Convention Bureau, increase or modify the level of salary and benefits paid or granted to such Transferred Employees, with the exception of a standard employee salary increase granted to all other City employees commencing with the fiscal year October 1, 1985. The Bureau shall repay Miami Beach every six months during the term of this Agreement for such salaries, payroll taxes and normal direct employee-related benefits, the first such repayment to be made on September 15, 1985 (or within 10 days thereafter). 3. Continuation of Employee Benefits. All employee- related benefits currently enjoyed by the Transferred Employees, shown on Exhibit A, will continue for a period of one year from the date of transfer of the Transferred Employee to the Bureau, although the scheduling of vacation days of Transferred Employees shall be subject to the general operating policies of the Bureau. 4. Management and Supervision. All employer decisions concerning the assignment of day-to-day duties and responsibil- ities of Transferred Employees, the management of the Transferred Employee's activities, the policy direction and control of such activities, job descriptions, designation of titles, position and all other matters relating to office policies, procedures and practices, including the direction and supervision of the Transferred Employees functions, shall be within the management discretion of the Bureau, as the designated agent of and acting for and on behalf of the VCA and/or Miami Beach for that purpose. 5. Liability; Delineated Responsibility. Liability for acts of negligence or other tort of any Transferred Employee, while acting within the scope of his employment, and prior to the Termination Date, shall be the responsibility of Miami Beach or VCA (whichever is applicable) to the extent of their insurance coverages regarding employees, or if no insurance coverage, as may be otherwise authorized (and as limited) by law. The Bureau assumes no liability for such tort actions. For purposes of this Agreement, it is recognized, acknowledged and agreed that Transferred Employees, while serving with the Bureau, are acting -2- /" within the scope of their employment with VCA and/or Miami Beach (whichever is applicable), as VCA or Miami Beach employees, since said Transferred Employees will be performing the same functions and duties relating to convention sales and marketing, or related administrative services, as are performed in their employment with VCA or Miami Beach. To the extent that said Transferred Employees assume responsibilities or perform acts which are not normally of the nature of, or within the scope of, their duties and responsibilities, Miami Beach assumes no liability. Liability for breach of contract to third parties caused by the Bureau, relating to convention sales or bookings by the Bureau, and not caused by acts of negligence or misfeasance by Miami Beach, VCA or other public agency, shall be the responsi- bility of the Bureau. 6. Term of the Agreement. The duration of this Agree- ment shall be from October 1, 1984 to September 30, 1985, pro- vided that if any Transferred Employee actually commences his activities with the Bureau after October 1, 1984, the term of this Agreement, with respect to such Transferred Employee, shall be extended for a period of one year (365 calendar days) from and after the date such Transferred Employee commences his or her activities with the Bureau, provided further that the Interlocal Agreement is continued during such extended period. The one year period shall be 365 calendar days, notwithstanding approved leave time, sick leave time and maternity leave time. After such one year period, or extended period as above described (the "Termination Date" as applicable to each Transferred Employee), the Transferred Employee shall no longer be an employee of Miami Beach, and such Transferred Employee shall thereafter serve at the pleasure of the Bureau, with such rights and responsibilities as are placed in said Transferred Employee by the Bureau. After the termination Date Miami Beach no longer shall have any respon- sibility for the Transferred Employee (except vested rights under employee-related benefits), except that Miami Beach (or VCA, as applicable) shall keep and maintain personnel records regarding such Transferred Employee for a period of at least one year after the Termination Date. 7. Termination For Cause. Any Transferred Employee, while participating in the Loaned Executive Program may be terminated from employment by the Bureau for "Cause" as herein defined. As used herein "Cause" means failure to perform to the reasonable satisfaction of the Bureau (subject to approval by the City Manager of Miami Beach), or dishonest or negligent conduct in the performance of the Transferred Employee's duties. 8. Early Termination; Re-Transfer. If, at any time during the term of this Agreement (prior to the Termination Date as applicable to each Transferred Employee), the Bureau is disbanded, or its activities are terminated by the Greater Miami -3- . - / . convention Consortium, or the City of Miami Beach fails to approve the continued funding of TIC, or in any other manner it becomes impossible for the Bureau to continue to carry out its activities as contemplated by the Convention Bureau Agreement, then the Transferred Employee so affected shall be transferred back to Miami Beach or to VCA (whichever is applicable). IN WITNESS WHEREOF the parties Agreement to be duly executed by and officers or representatives. have hereunto caused this through their authorized CITY OF MIAMI BEACH By: --7J;~ Attest:/f~_~ City Clerk :---", ~ MIAMI BEACH VISITOR AND CONVENTION AUTHORITY By: ao //.-:;;; Attest: Secretary TOURISM INDUSTRY COALITION OF GREATER MIAMI, INC. (The Greater Miami Convention and Visitors BY:""'~~ Pre Ident Attest: ~ I? CR~.v:.. S cretary -4- FORM APPROVED LEGAL DE~T ~ BY~~'~ "7 -il-Y)" Date