Greater Miami Convention and Visitors Bureau Agreement
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AGREEMENT '
BETWEEN CITY OF MIAMI BEACH AND
THE GREATER MIAMI CONVENTION AND VISITORS BUREAU
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THIS AGREEMENT, is made and executed as of this / day of ~:Tp,g~, 20 by
and- between the CITY OF MIAMI BEACH, a municipal corporation organized and existing
under the laws of the State of Florida (the City or Miami Beach), and the GREATER MIAMI
CONVENTION AND VISITORS BUREAU,. INC.,, a Florida not-for-profit corporation (the
Bureau).
RECITALS:
WHEREAS, since 1984, the City and the Bureau have been parties to numerous,
successive agreements for the primary purpose of marketing and promoting both the Miami
Beach Convention Center (by way of booking convention business that will generate hotel room
nights in the City), and (generally) the City of Miami Beach (by promoting and marketing the
City overall as a principal tourist destination); and
WHEREAS, on September 24, 2009, pursuant to Resolution No. 2009-27217, the Mayor
and City Commission approved the most recent agreement with the Bureau, for a five (5) year .
term which commenced on October ~l, 2005, and ended on September 30, 2009; ;and
WHEREAS, the City and the Bureau have negotiated the following ~riew Agreement,
with a .five (5) year term, which term will be deemed to have commenced (retroactively) on
October 1, 2009; and end on September 3 0, 2014, and further subject to the foregoing terms and '
conditions, as set forth below.
NOW THEREFORE, the parties agree as follows:
SECTION 1 CONTRACT WITH THE BUREAU.
SECTION 1.01 Bureau Functions. The City hereby contracts ;with the Bureau
to perform (or cause to be performed) the following tourism and convention; related services, ,
upon the terms and conditions hereinafter set forth:
(a) Develop, promote, market, book, and secure conventions, trade shows,
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and group business for venues in the City;
(b) Expand, develop, and promote tourism in the City in the domestic and
world markets, through consumers, travel agents, ~ tour operators,
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wholesalers, airline marketing, media, advertising, and other modalities, as
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determined by the Bureau. The Bureau's responsibilities pursuant to this
subsection (b) shall also include, without limitation, expansion,
development, and promotion of tourism in the City ~ during the "off
season," as said term is customarily defined within that industry.;
(c) Maintain programs and services in connection with the marketing and
promotion of conventions and tourism to benefit the City and venues in
the City including, without limitation, convention ~ services, tourist
reservation services, and other operational. and administrative programs in
connection therewith;
(d) Prepare and distribute brochures, pamphlets and other advertising
information disseminating information about the City;
(e) Cooperate with segments of the City's tourism and convention business
community for the booking of hotel reservations, tour packages, car
rentals, and other similar services;
(f) Engage in tourism and convention research and planning, and conduct
campaigns of information, advertising, publicity, marketing, and sales
relating to tourism and conventions to benefit the City and venues in the
City;
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(g) Conduct and carry -out programs or projects designed to promote tourism
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and attract tourists and conventions to the City, and cooperate with public
and private organizations or groups, as well as hotels, restaurants, retail
venues, and tourist related entities and attractions, in their respective
efforts to promote tourism and attract tourists and conventions to the City;
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(h) .Select, hire, train, and employ such employees or other personnel as the
Bureau deems necessary or appropriate to satisfy its responsibilities under
this Agreement. No employee, contractor, or other personnel of the '
Bureau shall, for any purpose,. be considered to be an employee of the
City, and the Bureau shall be solely responsible for their supervision,
direction, and control, and for setting and paying their respective
compensation, federal income tax withholding, 'and benefits (if any).
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{i) To the maximum extent possible, provide economic opportunities to the
City's businesses and vendors through the Bureau's procurement of goods
and services, and actively market, promote and disseminate information to
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City businesses and vendors with regard to the Bureau's procurement
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policies (in an effort to provide increased competition and awareness to
City businesses and vendors of future bids, proposals, and other
procurement opportunities issued by the Bureau); j
(j) Develop and implement a new "Strategic Plan for the Greater Miami and ~
the Beaches Visitor Industry" (which would supersede that certain
existing Strategic Plan, dated July 21, 2004, prepared and adopted under
the prior agreement [2005-2009] with the Bureau). Following approval by
the Bureau's Board of Directors (Board), the new Strategic Plan shall be
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implemented by the Bureau in accordance with the terms contained ~
therein, and shall be attached and incorporated as Exhibit "A" to this
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Agreement;
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(k) To the maximum extent possible, advise, inform, update, and involve the ~
City's policy makers in Bureau activities;
(1) Increase partnering and co-promotions with hotels, restaurants, retail
venues, and other tourist related entities and attractions within the City;
(m) Continue to emphasize the City as a "destination resort," through
campaigns of information, advertising, publicity, marketing and sales, and
event production and promotion;
(n) Actively seek out "major media events" that will be broadcast from (or
otherwise spotlight) Miami-Dade County, and, more specifically, that are ,'
anticipated to draw positive national and international attention to the
City. The term "major media event" .shall be defined as including events
of equal or greater caliber as the following events which have taken place
in the City and/or Miami-Dade: Super Bowl, Latin Grammys, MTV
Video Music Awards, Miss Universe,' etc.;
(o) Support and contribute funds for the Miami Beach Convention Center
Market Incentive Fund;
(p) Budget, administer, and implement the funds received by it including,-
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without limitation, the City's Contribution (as defined in Section 4.01
hereof);
(q) Actively .seek out, raise, and increase private.. sector monies, gifts, fees,
revenues, and donations, in addition to the City's Contribution and other
public monies received by the Bureau;
(r) Enter into contracts with third parties to accomplish any or all of the
above; and
(s) Perform any other function reasonably related to the policy and purpose of
this Agreement.
SECTION 1.02 Initiatives.
Sub-market initiatives ("Initiatives") will be mutually developed by the City, and the
Bureau. These Initiatives will be developed in a manner that. meets the new established goals for
the Bureau, as shall be set forth in the new Strategic Plan (to be developed and implemented by
the Bureau pursuant to Section 1.01(1) hereof and, when finalized, incorporated as Exhibit "A"
hereto). The Bureau will be responsible for implementing the Initiatives during the respective
contract year specified in the new Strategic Plan.
For purposes of this Section 1.02 and this Agreement, a "contract year" shall be defined
as each one (1) year period during the Term of the Agreement, commencing on October 1St, and
ending on September 30th
At the City's sole and reasonable discretion, the Initiatives may be reviewed annually,
within the sixty (60) day period following the commencement of each contract year during the
Term, for the purpose of either establishing new Initiatives; re-prioritizing; and/or changing the
implementation dates of existing Initiatives.
For each contract year during the Term, the Bureau shall budget no less than $950,000 of
the City's Contribution to be used solely to support and. implement the Initiatives
The Initiatives (and their respective dates of implementation in a given contract year)
shall be attached and incorporated as Exhibit "B" to this Agreement; provided, however, that no
Initiative shall be deleted, substituted, re-prioritized, and/or otherwise materially changed or
amended, unless agreed to by the parties, in a duly executed writing (with the City Manager
authorized to execute any such amendment on the City's behalf). In the event of any amendment
to the Initiatives, the parties shall also update Exhibit "B" accordingly.
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SECTION 1.03 Performance Objectives
Throughout the Term of the Agreement, the Bureau shall meet the following performance
objectives within th e time period(s) set forth below:
(a) Organizational Improvement
(i) Report /update the City on the status of the new Strategic Plan
(Contract Year 1);
(ii) Present final draft of approved new Strategic Plan (Year 1);
(iii) Conduct annual retreats (Year 1; Year 3);
(iv) Progress report/update on implementation of approved new
Strategic Plan including, without limitation, implementation of
any Initiatives (Year 3);
(b) Implement mutually agreed upon. recommendations from the Mayor's
Blue Ribbon Task Force on Tourism (by the end of the Term);
(c) Book a minimum of twenty (20) new conventions/trade
shows/meetings/corporate business at the Miami .Beach Convention
Center (by the end of the Term);
(d) Book a minimum of 125 new events/meetings/corporate business at
Miami Beach hotels (by the end of the Term); and
(e) Achieve no less than a 90% positive rating (positive=excellent/good) on
customer service surveys for Miami Beach Convention Center bookings
(during each Contract Year);
(f) For purposes of this Section 1.03, a "booking" is defined as an event (as
that term is defined in (g) below) at the Miami Beach Convention Center,
or at a Miami Beach hotel, for which a binding, fully executed written
contract (confirming the event at MBCC) has been entered into, and a
deposit is received.
(g) For purposes of this Section 1.03, "new convention, tradeshow, or
corporate business at Miami Beach Convention Center" is defined as an
event at the Miami Beach Convention Center which does not have a
contract (at MBCC) as of the Commencement Date of the Agreement.
"An event" shall mean a use of the facility (for one of the aforestated uses
in this subsection (g)) which involves a scheduled beginning and ending
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time (including the "load-in" and "load-out" periods).
A "new convention, tradeshow, or corporate business" at MBCC will only
be considered -and counted as a booking or as "booked" (and therefore
considered and counted for purposes of this Section) (i) if the booking was
initiated by the Bureau, pursuant to the adopted Booking Policies of the
Miami Beach Convention Center (as same maybe amended from time to
time), not by the Global Spectrum, L.P. or any of its affiliates (including,
without limitation, Messe Schweiz of Basel Switzerland); and (ii) upon
the City's receipt. of a .binding, fully executed letter of intent (LOI) or,
binding, fully executed written contract. Notwithstanding the preceding,
for purposes of compliance with this Section 1.03 and the Agreement, at
least forty (40%) of "booked" business must be by contract (not LOI).
(h) For purposes of this Section, "new event, meetings, or corporate business
at Miami Beach hotels" is defined as an event which does not have a
contract at a Miami Beach hotel as of the Commencement Date. A "new
event, meeting, or corporate business at Miami Beach hotels" will only be
considered and counted as a booking or as "booked" if the copy of the
signature page of a binding, fully executed written contract (confirming
the event at the hotel) has been received by the Bureau.
(i) If at any time during the Term, the. City determines (in its sole and
reasonable discretion and judgment) that it is necessary to close all or a
portion of the Miami Beach Convention Center in order to proceed with
construction work. related solely to that certain renovation project
currently referred to as the "Expansion and Enhancement of the Miami
Beach Convention Center" Project (the Project), then the City Manager or
his/her authorized designee will promptly provide the Bureau with notice
of the intended closure(s), including the estimated dates and the
anticipated length said closure(s). If the Bureau reasonably anticipates
that a proposed closure(s) of the Center due to work on the Project will
directly affect the Bureau's ability to timely comply with any of its
required performance objectives under Section 1.03(c) hereof (related to
bookings at the Center), then the Bureau shall .immediately notify the City
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Manager, in writing, specifying the bookings (or potential bookings, as the
case may be) to be affected during the anticipated period of Center
closure(s). Upon such showing of cause by the bureau, the manager or
his/her authorized designee shall meet with the Bureau and the parties
shall use reasonable efforts to re-negotiate the affected performance
objectives in Section 1.03(c) (but only as to those bookings or potential
bookings which are or will be directly affected by the closure(s)).
SECTION 2 TERM/DEFAULT AND TERMINATION
SECTION 2.01 The term of this Agreement .shall be deemed to have commenced
(retroactively) on October 1, 2009, and shall terminate on September 30, 2014 (the Term).
SECTION 2.02 Notwithstanding the foregoing, the City may terminate this
Agreement in the event that the Bureau (in the sole discretion of the City) fails (or is unable) to
observe, perform, or otherwise comply- with any of the terms and conditions set forth in this
Agreement(an event of default), which event of default continues for more than thirty (30) days
after written notice from the City Manager; provided, however, that if the nature of the default is
such that more than such period is reasonably required for its cure, the Bureau shall not be
deemed to have committed an event of default if the Bureau commences the cure within such
period and thereafter diligently pursues the cure to completion and actually completes the cure
within an additional sixty (60) day period.
If an event of default by the Bureau occurs then, the City (through its City Manager) may
exercise any or all of the following remedies:
(i) City may terminate this Agreement by written notice to the Bureau, in
which case this Agreement shall terminate as of the date set forth in such
notice and the City shall have no further liability under this Agreement.
(ii) Upon termination, the City shall have no further obligation to fund and/or
otherwise allocate and/or appropriate any remaining funds pursuant to this
Agreement, and the Bureau shall immediately remit back to the City any
and all unencumbered City funds allocated to the Bureau including,
without limitation, the City's Contribution (as set forth in Section 4.01
hereof).
(iii) The City may exercise any other remedies available at law or in equity.
(iv) The various rights and remedies reserved to the City in this Agreement (or
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contributions made by the Citya pursuant to this Agreement; accordingly, the Bureau and the City
agree that, throughout the Term of this Agreement, the City's representation and membership on
the Board, Executive Committee, and any and all committees and/or sub-committees shall be as
follows:
(a)
Board of Directors.
The City's representation and membership on the Board shall be a number
proportionate to the percentage amount of the City's total annual financial
contribution to the Bureau (as set forth in this Agreement), in relation to
the Bureau's total operating budget; but in no event shall said percentage
be less than 30%. The aforestated members shall be voting members of
the Board, selected by the Board from a slate submitted by the City
Manager, .and shall be:
(i) residents of Miami Beach; and/or
(ii) representative of the City's hotel and visitor industry; and
(iii) reflect the ethnic and multi-cultural nature of the City; and
(iv) be gender representative.
(b) Executive Committee.
The City's representation and membership on the Executive Committee
shall be a number proportionate to the percentage amount of the City's
total annual financial contribution to the Bureau (as set forth in this
Agreement), in relation to the Bureau's total operating budget; but in no
event shall said. percentage be less than thirty percent (30%). The
aforestated members shall be voting members of the Executive
Committee, selected by the Board from those members of the Board
.selected from the City's slate for the Board; however, the City's
proportionate representation and membership on the Executive Committee
must include the following:
(i) The City's Mayor or his/her designated representative (who
shall be a member of the Miami Beach City Commission);
and
(ii) -the City Manager.
(c) Committees and/or Sub-Committees.
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.The City's representation and membership on any and all Bureau
committees and/or sub-committees, shall be a number proportionate to the
percentage amount of the City's total annual financial contribution to the
Bureau (as set forth in this Agreement), in relation to the Bureau's total
annual operating budget; but in no event shall said percentage be less than
30%. The aforestated committees and/or sub-committee members shall be
voting members and shall be:
(i) residents of Miami Beach; and/or
(ii) representative of the City's hotel and visitor industry; and
(iii) reflect the ethnic and multi-cultural diversity of the City;
and
(iv) be gender representative.
Notwithstanding the above, throughout the Term of this Agreement:
(i) the City Manager or his/her designee shall be a voting
member of the Finance Committee;
(ii) the General Manager of the Miami Beach Convention
Center shall be a voting member of the Convention Sales
Committee; and
(iii) the Marketing and Tourism Committee shall reflect and be
representative of the Initiatives.
SECTION 4 FUNDING.
SECTION 4.01 Contribution from Miami Beach (the City's Contribution).
(a) The City's total annual contribution to the Bureau throughout the Term
shall be Five Million Dollars ($5,000,000.00) (the City's Contribution).
The City's Contribution shall be paid from the Municipal Resort Tax
revenues .levied and collected by the City pursuant to Chapter 67-930,
Laws of Florida, and the respective ordinances applicable thereto, as
amended from time to time (the Tax).
For purposes of this Agreement, the Tax shall be further defined as
derived only from the two percent (2%) portion of the Municipal Resort
Tax collections generated from the sale. of hotel rooms, food and beverage,
and alcohol throughout the City of Miami Beach.
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(b) The City shall distribute the City's Contribution to the Bureau after the
following distributions and deductions have been made:
(i) Less four percent (4%) of the total gross revenues collected
from the Municipal Resort Tax, for collection costs; and
(ii) All payments shall be junior and subordinate in all respect
to any and all obligations of the City required under any
resolutions or ordinances pursuant to which bonds or other
indebtedness of the City of Miami Beach are issued which
are secured by the Municipal Resort Tax.
(c) At the commencement of the second contract year of the Agreement, and
at the beginning of every contract year thereafter, the City's Contribution
will be adjusted by 3% or the increase in the CPI-U, whichever is less.
(d) The City's .Chief Financial Officer shall be responsible for making such
debits and credits, collection costs, and monies pledged to bonds or other
indebtedness of the City, as set forth in this Section 4.
(e) The sole funding authority for payment of the City's Contribution shall be
from the Tax revenues, and the City shall have no obligation to continue to
pay the City's Contribution to the Bureau, or to provide an alternate
funding source, in the event that adequate funds from the Tax revenues do
not become available at any time during the Term.
(f) The Bureau and City herein agree and acknowledge that the Bureau may
generate a surplus (excess revenues over expenses) from time to time.
The portion of the surplus coming from Miami Beach shall be defined as
the proportionate share of the City's Contribution, as defined in this
Section 4.01, to total Bureau Revenue which shall be defined as all public
and private revenues collected by the Bureau. The Bureau and the City
agree that the Bureau shall utilize such surplus funds for implementation
of any of the Initiatives referenced in Section 1.02 and Exhibit "B" hereof
(over and above the annual required $950,000.00). In the event that the
Bureau does not utilize surplus funds for implementation of the Initiatives,
then the Bureau shall immediately remit any and all such surplus funds to
the City.
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SECTION 4.02 Public Funds. The Bureau shall maintain the City's Contribution,
and any and all other public funds allocated and/or appropriated to the Bureau pursuant to the
Agreement, in an account or accounts segregated from and not commingled. with any privately
raised funds.
(a) Method of Payment and Disbursement. The City shall transfer to the
Bureau its required share of the revenues described herein within thirty
(30) days after the last day of the month in which the City received the
funds.
(b) Prohibited Expenditures from Public Funds. The Bureau shall not
expend public funds for the following: Bureau staff travel and
entertainment (except that travel and entertainment expenses. for up to
eighteen (18) persons whose Bureau positions appear in Exhibit " C", will
be permitted when soliciting or promoting a major convention or corporate
meeting); any matters relating to the Bureau's function as an association,
including but not limited to membership dues and salaries of personnel
whose duties relate to membership marketing; the salary, benefits and
prerequisites of the Chief Executive Officer; interest expenses on loans to
the Bureau; and any and all other expenses relating to activities beyond the
scope of this Agreement.
(c) Contribution from the Bureau to City's Cultural Arts Council.
Throughout the Term, the Bureau shall make an annual $50,000
contribution to the City, in support of the City's Cultural Arts Council.
(d) Marketing Support. The Bureau will participate in monthly sales and
marketing meetings held between the City and the City's manager for the
Miami Beach Convention Center (MBCC). At a minimum,
"participation" by the Bureau pursuant to this subsection (d) is defined to
require the following:
(i) Minimum of 25% of the Bureau's total convention marketing
funds (as available per the Bureau's approved annual operating
budget) will be used to promote MBCC.
(ii) All MBCC conventon/meeting industry publication ads shall be
developed in conjunction with, and subject to review by, the
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MBCC Director of Sales and Marketing Manager.
(iii) The Bureau's annual advertising and marketing budget to promote
and market Greater Miami and the Beaches, and expenditures of
said budget, shall account for at least 50% of the Bureau's overall
approved annual operating budget.
(iv) As directed by the City Manager or his/her authorized
representative annually, the Bureau will support and highlight
targeted City events and/or amenities (such as, for example, the
City's golf clubs, "Sleepless Night", etc.) in the Bureau's
publications (in-room magazines, etc.). While the targeted City
events and/or amenities shall determined by the City annually, at
its sole and reasonable discretion, they shall include and require
the Bureau to support/highlight no less than four (4) events and/or
amenities per contract year.
(e) European Sales. The Bureau will partner with Messe Schweiz of
Basel Switzerland, including its successors or assigns (hereinafter, Messe
Schweiz), for European conventions sales and marketing. At a minimum,
this shall require:
(i) Coordination of at least one (1) annual meeting with Messe
Scheweiz to develop an annual international sales and marketing
plan.
(ii) Prior written notification to Messe Schweiz of the Bureau's
participation in, or attendance at, any European or Asian
conferences, meetings or conventions held to market or promote
Greater Miami and the Beaches for leisure and/or meeting
business. Notification will be in the form of the GMCVB-
approved Program of Work which includes international
promotional efforts and resources.
(iii) Inclusion of Messe Schweiz's contact information in any Bureau
publication or brochure that targets or is otherwise designed to
promote Greater Miami and the Beaches for European or Asian
conventions or meeting business. This includes, without
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limitation, publications such as the "Miami: Where Worlds Meet"
brochure, as well as the GMCVB Meeting Planner.
SECTION 4.03 No Impairment of Bond Obli atg ions. In the event the City
determines that the allocation of Tax revenues required to be made under Section 4.01 may
impair the obligation of any contractual arrangement between the City and the holders of its
bonds secured by said Tax revenues, the City's participation in this Agreement shall be forthwith
terminated without any liability to the City; provided, however, that in the event of such
termination, the City and/or the Bureau shall continue to be bound by -any funding obligation
under a prior committed contract where such commitment was .agreed to and approved pursuant
to Section 2.04 hereof.
SECTION 5 INSURANCE.
The Bureau shall not commence any work and/or services pursuant to this Agreement
until all insurance required under this Section has been obtained and such insurance has been
approved by the City's Risk Manager. The Bureau shall maintain and carry in full force during
the Term of the following insurance:
(a) Consultant General Liability, in the amount of $1,000,000.
(b) Consultant Professional Liability/Errors and Omissions, in the amount of
$1,000,000.
(c) Workers Compensation & Employers Liability, as required pursuant to
Florida Statutes.
(d) Crime Insurance/Employee Dishonesty which provides third party or
subscribes liability, in the amount of $100,000.
(e) .The insurance must be furnished by insurance companies authorized to do
business in the State of Florida and approved by the City's Risk Manager.
(f) Original certificates of insurance for the above coverage must be
submitted to the City's Risk Manager for approval prior to any work
commencing. These certificates will be kept on file in the Office of the
Risk Manager, 3rd Floor, City Hall, Miami Beach, Florida.
All insurance policies must be issued by companies authorized to do business under the
laws of the State of Florida. The companies must be rated no less than "B+" as to management
and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide,
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published by A.M. Best .Company,. Oldwick, New Jersey, or its equivalent, subject to the
approval of the City's Risk Manager. Compliance with the foregoing requirements shall not
relieve the Bureau of the liabilities and obligations under this Section or under any other portion
of this Agreement, and the City shall have the right to obtain from the Bureau specimen copies of
the insurance policies in the event that submitted certificates of insurance are inadequate to
ascertain compliance with required overage.
SECTION 5.01 Endorsements.
All of Bureau's certificates, above, shall contain endorsements providing that written
notice shall be given to the City. at least thirty (30) days prior to termination, cancellation or
reduction in coverage in the policy.
SECTION 5.02 Certificates.
Unless directed by the City otherwise, the Bureau shall not commence any work and/or
services pursuant to this Agreement until the City has received and approved, in writing,
certificates of insurance showing that the requirements of this Section (in its entirety) have been
met and provided for.
SECTION 6 INDEMNIFICATION.
The Bureau agrees to indemnify and hold harmless the City of Miami Beach and its
officers, employees and agents, from and against any and all actions, claims, liabilities, losses,
and expenses, including, but not limited to, attorneys' fees, for personal, economic or bodily
injury,. wrongful death, loss of or damage to property, at law or in equity, which may arise or be
alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the
Bureau, its employees, Board members, committee and/or sub-committee members, agents, .sub-
consultants, or any other person or entity acting under Bureau's control, in connection with the
Bureau's performance of any work and/or services pursuant to this Agreement; and to that extent,
the Bureau shall pay all such claims and losses and shall pay all such costs and judgments which
may issue. from any lawsuit arising from such claims and losses, and shall pay all costs and
attorneys' fees expended by the City in the defense of such claims and losses, including appeals.
The parties agree that one percent (1%) of the total compensation to the Bureau for performance
of the work and/or services under this Agreement is the specific consideration from the City to
the Bureau for the Bureau's Indemnity Agreement.
The Bureau's obligation under this Section shall not include the obligation to indemnify
the City of Miami Beach and its officers, employees and agents, from and against any actions or
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claims which .arise or are alleged to have arisen from negligent acts or omissions or other
wrongful conduct of the City and its officers, employees and agents. The parties each agree to
give the other party prompt notice of any claim coming to its knowledge that in any way directly
or .indirectly affects the other party.
The City and Bureau hereby agree and acknowledge that the provisions of this Section 6
shall survive the expiration and/or early termination of this Agreement.
SECTION 7 REPORTS, RECORDS AND EVALUATION.
SECTION 7.01 The Bureau agrees, for each contract year during the Term: (i)to
provide to City, through its City Manager, within ninety (90) days after the end of the Bureau's
fiscal year, an annual audited report covering the receipt and expenditure of public and private
funds, prepared by an independent certified public accountant, in accordance with generally
accepted accounting principles and practices consistently applied; (ii) to prepare and submit to
City, through its City Manager, a copy of the Bureau's overall annual operating budget, prior to
approval of said budget by the Bureau, for each fiscal year; (iii) to submit a detailed annual
report to City, through its City Manager, by October 1st of each contract year, setting forth the
activities of the Bureau during the previous contract year; (iv) to permit the City Manager,
and/or such authorized representatives as he/she may designate in his/her sole and absolute
discretion, to carry out monitoring and evaluation .activities (including, without limitation,
inspection of any and all Bureau records related to this Agreement, whether financial or
otherwise). in such manner as will effectively ensure the cooperation of the Bureau in the
performance of its functions and obligations under this Agreement, ; (v) to provide to City,
through its City Manager, not less than quarterly, an activity and financial report, setting forth
generally the activities of the Bureau during the previous quarter; (vi) to permit the City
Manager, and/or such authorized representatives as he/she may designate in his/her .sole and
absolute .discretion, to conduct, at the City's expense, a full and detailed annual audit of the
Bureau's records for such public purpose as the City Manager may deem necessary and/or, in the
best. interest of the City, and which may include, without limitation, determining how the Bureau
utilized public monies contributed under this Agreement; (vii) to permit the City Manager,
and/or such authorized representatives as he/she may designate in his/her sole and absolute
discretion, to conduct, at the City's expense, quarterly inspections of the Bureau's records, for
the same purpose(s) as set forth in subsection (vi) hereof; and (viii) to provide to City, through its
City Manager, such other reports, as may be reasonably requested by the City Manager and/or
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his/her authorized representatives.
Any audits or inspections shall be conducted at the Bureau's main office in Miami,
Florida; during normal business hours; and in such manner so as not to unreasonably interfere or
impede with the day to day operations of the Bureau.
The City and the Bureau hereby agree and acknowledge that the provisions of this
Section 7 shall survive the expiration or earlier termination of this Agreement.
SECTION 7.02 In addition to the reports, records and evaluations set forth in the
preceding Section 7.01, the City Manager, reserves the right, at any time during the Term, at
his/her sole option anal discretion, to engage an independent consultant to review and assess the
Bureau's governance, structure, process and operations, particularly with an emphasis on the
impact of same related to the Bureau's performance under this Agreement. Accordingly, the
Bureau herein warrants and represents to the City that it shall grant said consultant full and
complete access to any and all Bureau records, whether financial or otherwise, for inspection by
the consultant at the Bureau's main office in Miami, Florida, during normal business hours.
SECTION 7.03 Public Records and Open Meetin,~ Policy. The Bureau shall
adhere to the policy attached as Exhibit "D" to this Agreement regarding public access to its
Board, Executive Committee, and committees and/or sub-committees meetings, as well as its
records.
SECTION 7.04 Performance Reports. During the Term,. the Bureau agrees to
provide the City with reports measuring and benchmarking the Bureau's established goals (as
shall be established in .the approved new Strategic Plan (to be attached as Exhibit "A" hereto),
and as may otherwise be required pursuant to this Agreement. At a minimum, these reports shall
address the following categories:
(a) Provide at beginning of Term and subsequently as needed/updated:
i. Operating Policies and Procedures
ii. Convention Sales Standard Operating Procedures
iii. Convention .Services Standard Operating Procedures
iv. GMCVB, Global Spectrum, Messe Schweiz Marketing Partnership
(b) Provide Monthly:
i. Tourism Sales
a. New leisure visitor generated and estimated visitor receipts
17
b. Visitor Demographics (with specific breakdown for City)
ii. Convention Sales
a. Conversion of Sales. Leads to Booked Business
b. Booked Business Report -sales closed (all)
c. Booked Business Report -sales closed (Convention Center related)
d. Booked Business Report -sales closed (Miami Beach hotels)
e. Business targets (leads, including bid opportunities for major events and
international business opportunities)
f. Lost Business Reports (all .and Convention Center related)
g. Cancelled Business Reports (all and Convention Center related)
h. In-kind Partnership Reports
i. Convention Income Survey
iii. Convention Summary Reports
iv. GMCVB Membership
a. Private Membership participation
b. Leverage and In-kind support
v. Marketing
a. Total number of paid media placements and media impressions (all)
b. Total number of paid media placements and media impressions
(convention-related)
c. Total number of earned media opportunities and impressions (all)
d. Total number of earned media opportunities and impressions (convention-
related)
vi. Targeted Initiatives
a. Boutique Hotel
i. Marketing Report (number of media placements, number of media
impressions, number of earned media opportunities)
ii. Sales Report (number of booked new business -leisure and
convention/meetings)
b. Gay/Lesbian Travel/business
i. Marketing Report (number of media placements, number of media
. impressions, number of earned media opportunities)
18
ii. Sales Activities (marketing efforts targeted to leisure travel,
convention/meetings, leads, etc.)
c. Survey results (as required per Section 1.03(e) of Agreement)
vii. Convention Center Sales Customer Service Feedback Reports
(c) Provide annually (within 90 days after end of each contract year)
i. ROI Analysis
a. Conventions and meetings (annual number booked, anticipated
visitors/delegates, room nights and total receipts/economic impact)
b. Advertising (conversion analysis actual new visitors, hotel room nights
and visitor receipts)
c. GMCVB Website (hotel booking results)
d. Tourism sales
ii. Revenue Per Available Rooms (Rev Par)
SECTION 8 PROCUREMENT OF GOODS & SERVICES.
In addition to the provisions of 1.01(1), the Bureau shall procure goods and services on a
competitive basis and shall provide opportunities for African American, Hispanic, and women-
owned businesses. In order to promote a broader outreach and encourage new and diverse
potential bidders and proposers on Bureau contracts for goods and/or services, the Bureau shall
use best efforts to establish abroader-based "pool" from which to procure said goods and
services, which may include, without limitation, holding periodic public workshops and seminars
for such purposes, to be co-sponsored with the City and held on Miami Beach.
SECTION 9 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:
As to Miami Beach: Attention: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
As to the Bureau: Attention: President
Greater Miami Convention & Visitors Bureau
701 Brickell Avenue, Suite 2700
19
Miami, FL 33131
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.
SECTION 10 [INTENTIONALLY OMITTED.)
SECTION 11 MISCELLANEOUS.
SECTION 11.01 Governing Law and Exclusive Venue.
This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Florida, both substantive and remedial, without regard to principles of conflict of laws.
The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade
County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in
federal court. BY ENTERING INTO THIS AGREEMENT, THE CITY AND THE BUREAU
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY
OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
SECTION 11.02 No Discrimination in Employment.
In connection with the performance of work and/or services under this Agreement, the
Bureau shall not refuse. to hire, discharge, refuse to promote or demote, or to discriminate in
matters of compensation against, any person otherwise qualified, .solely because of race, color,
religion, sex, age, national origin, military status, sexual orientation, gender identity, marital
status, or physical or mental disability.
SECTION 11.03 No Partnership or Joint Venture.
The parties hereto understand and agree that the relationship of the Bureau and City 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 City, and this Agreement is
not intended to establish a partnership, a joint venture, or the relationship of principal agent.
Nothing herein contained is intended or shall be construed in any way to create or establish the
relationship of partners or a joint venture between the City and Bureau. None of the officers,
agents or employees of the Bureau shall be or be deemed to be employees of the City for any
purpose whatsoever.
20
SECTION 11.04 Written Amendments.
This Agreement shall not be altered, modified or amended in whole or in ,part, except in
writing executed by each of the parties hereto.
SECTION 11.05 Binding Upon Successors and Assigns; No Third-Party
Beneficiaries.
(a) This Agreement and the rights and obligations set forth herein shall inure
to the benefit of, and be binding upon, the parties hereto and each of their respective permitted
successors and permitted assigns.
(b) This Agreement shall not be construed as giving any person, other than the
parties hereto and their successors and permitted assigns, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any of the provisions herein contained; this
Agreement and all provisions and conditions hereof being intended to be, and being, for the sole
and exclusive benefit of such parties and their successors and permitted assigns and for the
benefit of no other person or entity.
SECTION 11.06 Section Headings and Defined Terms.
The headings contained herein are for reference purposes only and shall not in any way
.affect the meaning and interpretation of this Agreement. The terms defined herein and in any
agreement executed in connection herewith include the plural as well as the singular and the
singular as well as the plural, and the use of masculine pronouns shall include the feminine and
neuter. Except as otherwise indicated, all agreements defined herein refer to the same as from
time to time amended or supplemented or the terms thereof waived or modified in accordance
herewith and therewith.
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original copy of this Agreement, and all of which, when taken together, shall be
deemed to constitute but one and the same agreement.
SECTION 11.07 Severability.
The invalidity or unenforceability of any particular provision, or part of any provision, of
this Agreement shall not affect the other provisions or parts hereof, and this Agreement shall be
construed in all respects as if such invalid or unenforceable provisions or~parts were omitted.
SECTION 11.08 Non-Waiver.
A failure by either party to take any action with respect to any default or violation by the
other of any of the terms, covenants, or conditions of this Agreement shall not in any respect
21
limit, prejudice, diminish, or constitute a waiver of any rights of such party to .act with respect to
any prior,. contemporaneous, or subsequent violation or default or with respect to any
continuation or repetition of the original violation or default.
SECTION 11.09 Entire Agreement.
This Agreement and all Exhibits attached hereto contain the entire agreement between the
parties with respect to the subject matter hereof and supersedes all. prior agreements,
understandings, proposals or other expressions of intent with respect thereto. The Exhibits
attached hereto are incorporated in to and made a part of this Agreement. No other agreements,
representations, warranties or other matters, whether oral or written, will be deemed to bind the
parties hereto with respect to the subject matter hereof.
{REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
F:\atto\AGUR\AGREEMENT\GMCVB Agreement (Clean Version 3-22-10).DOC
22
IN WITNESS WHEREOF, Miami Beach and the Bureau have caused this Agreement to
be duly executed in their name and on their behalf by their duly constituted officers, and the
Bureau has caused this Agreement to be duly ~xecuted by its duly authorized corporate officers,
all as of this / ~ ~ day of 0 C ~~/~ C~ , 20~.
A est:
GUt- C
City Clerk ,~
CITY OF MIAMI BE CH
M y r
Attest:
B~`ruce Oro
Print Name
STATE OF FLORIDA )
SS:
COUNTY OF DADE )
GREATER MIAMI CONVENTION &
VISITORS BUREAU
President
William D. Talbert, III
Print Name
The foregoing instrument was acknowledged before me this 30~' da of
Y
~Q , 2010, by Matti Herrera Bower, Mayor and Robert Parcher, City Clerk, or
their designees respectively, on behalf of the CITY OF MIAMI BEACH, 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 c3 U day of /~ 9r-~i , 2010.
• L
,,•~e~Y ~ip~> "" Notary Public, State of Florida at Large
~~ • >,~ ~.ELLIAN ~laAUGN~IP .
s ~ ~~~ Cq~~1~4iS~1(?N ~ ~~ ~~04f6 Commission No.: APPROVED AS TO
~~•• •:, ~~~'~~~~ Aj~rl~ ~, ~~'t~ My Commission Expires:
,~°F ~, , ` ~cride~ T°hru Nbtary ~ur~~ic un~er~unt~r~ FORM 8c ~.A ~I G UAG E
~:.:_ , _ ,
-LL " & FOR EXECUTIO(V
23
~, ~ ~ i•~
Ci ttorne e
STATE OF FLORIDA )
SS:
COUNTY OF DADS )
,.-
Th foregoing instrument was acknowledged before me this vZ ~ day of
C~~.~ - 2010, by ~' . ~ ~ ~ ~ ~ ~j ,~.,f ' President, and
(~~~.. ~ ~ ,Secretary,. or thee.designees respectively, on behalf of the GREATER
MIAMI CONVENTION& VISITORS BUREAU, 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 ~Q~~LV ` , 2010.
~c2~
tary Public, St to of Flo ' at Large
Commission No.:
My Commission Expires:
=o~Rr ~~i~_ Notary Public State of Florida
`F Maria R Errazquin
Hof F~o'~~ ExpCes 05/09/20DD966706
24
010\
\r
26
Exhibit "C"
CseCtion' 4.p20
21
1
Exh~blt C
Title (As of 10-0 I -2004) Current
Number o
Persons
Holding
Position .
Senior Vice President Convention. Sales Y
Vice President, Convention Sales ~. 1
Associate Vice President Convention Sales I
Re Tonal Sales Director ~ 1
Director; Meetin s Ex Tess I
D~_rector, .Convention Sales 2
Convention Sates Ivlana er 3
Associate Vice President, Tourism 1
_.
Director, Tourism Sales ~ ~ ~ ~
4
..:.. _.
Coord;iriator Tourism Sales ~
I '
VAI "D"
Access p °licy
<<publi
2$
POLICY STATEMENT
March 22, 1989.
This document constitutes- a~ policy statement of the .Greater Miami
Convention & Visitors Bureau as it relates to-.the media and the
Bureau's Interlocal Partners .on the -sues of attendance of~meetings
of the Board of Directors and Executive- Committee, and of.
accessibility of information."which may be contained in the files and
. -records of .the :Bureau .
The~Bureau is incorporated under the laws of the State of Florida as
a private not-for-profit organization and its contract for
destination marketing services. specficaJ.ly precludes it from doing
business as~an agent of its Interlocal Partners. Regardless, and,
in the spirit of- e.ooperation, the Bureau recognizes the importance
of providing the media and .the Bureau's Interlo.cal 'Partners aeces~'s
to Board and Executive .Committee meetings and Bureau records
," without compromising .its ability to successfully compete in the.
marketplace, nor its ability to function offectvely.
As' has been the practice, representat v. es of the media and the
In erlocal Partnership wil continue t~o have full .access,. to
.,
all meetings of the Board of Directors and Executive Committee, subject
to the understanding anal `lmitations::outlined below:
If at any time t'he Chairman o`f the' Bureau believes an item to be
dscusa;ed of such . a. sensitive and proprietary nature that it
couhd hurt the $ureau~'s of"torts t'o bring. business to .the Greater
Miami area or would impair the Bureau's efforts to operate in an ,
of>fec~tive manner°:n: reaching its goals and
objecti v'~es, the Chairman. may request that the .matter be treated as
confidential by those attending:;: the meeting .
~'~ In thaw. situation, reporter ~ may cont~ nue to sit ~ i'n on that
meeting and take notes, but ~ vaould agree to wr -.ce nothing
without first d~:scu sing :that,. intention with the Cha-.rman.
If~, after c.onversat:on -between the Chairman and.. ~ the-
re orte.rs she are unable to ~ a" ~ ree on whether a stor ! is
P.. Y ., g.. .-"
warranted, the Chairman may take the matter to the. senior
editors of the news organization fo-r discussion. The reporters
will hold off writing a story, if any, until the issues have
"been fully discussed. by the Chairman anal the senior editors.
~n addton,~the Bureau will also make all o;f its records available
for insDeeton bv. the media and the.Bure;au's Interlocal Partners
subject: however; to the same limitations and exclusions set for~h
above,, and 'any disagreements will be resolved in a manner similar ~c
~~at outl~ed f~= confidential mattersarising from mee-cings of the
Board 0 Directors and Executive Committee.
EXHIBIT ~