Agreement with Greater Miami Convention and Visitor Bureaur
AGREEMENT
BETWEEN CITY OF MIAMI BEACH AND
THE GREATER MIAMI CONVENTION AND VISITORS BUREAU
THIS AGREEMENT, is made and executed as of this �7 _day of ®Ag J D , 204 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 or GMCVB).
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 ("MBCC") (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 1, 2009, and ended on September 30, 2014; and
WHEREAS, on September 10, 2014, the pursuant to Resolution No. 2014-28745, the
Mayor and City Commission accepted the Finance and Citywide Projects Committee
recommendation and extend the Interlocal Agreement with the Greater Miami Convention and
Visitors Bureau on a month-to-month basis under the current contracted terms, but not to exceed
one(1) year from September 30, 2014;
WHEREAS, the City Commission directed the City Administration to re-negotiate an
incentive based agreement that establishes a base fee and an incentive fee to be paid based on the
overall achievement of annual performance goals and that funding for the GMCVB remain at the
current level of$5,366,000 and recommended that the City hire an consultant in an amount not
to exceed $161,000 to assist with goal setting and proposed terms for a performance based
agreement; and
WHEREAS, the City and the Bureau have negotiated the following new Agreement, for
an initial term of five (5) years, which may be renewed upon mutual agreement for an additional
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five-year period based on the GMCVB's overall compliance with this Agreement and
satisfactory performance, including but not limited to achievement of objective performance
metrics set forth herein, which shall be used to assess and monitor the GMCBV's performance
under this Agreement, and which Agreement is 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,
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,
wholesalers, airline marketing, media, advertising, and other modalities, as
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 "need
periods," 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 through traditional
and digital media, including but not limited to web-based and/or mobile
application formats and the like;
(e) Cooperate with segments of the City's tourism and convention business,
and visitor centers to encourage booking of hotel reservations, tour
packages, car rentals, and other similar services;
(f) Engage in tourism and convention research and planning, and conduct
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campaigns of information, advertising, publicity, marketing, and sales
relating to tourism and conventions to benefit the City and venues in the
City;
(g) Conduct and carry out programs or projects designed to promote tourism
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;
(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).
(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
City businesses and vendors with regard to the Bureau's procurement
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) 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 "global destination" for vacation,
meetings, and conventions 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
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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, College Football Championship, MLB All Star Game,
etc.;
(o) Budget, administer, and implement the funds received by it including,
without limitation, the City's Contribution (as defined in Section 4.01
hereof);
(p) Enter into contracts with third parties to accomplish any or all of the
above; and
(q) Perform any other function reasonably related to the policy and purpose of
this Agreement.
SECTION 1.02 Initiatives.
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
GMCVB will supply an annual budget, including a Miami Beach Group Sales budget
and Program of Work, subject to review and input by the City Manager, that demonstrates the
GMCVB's efforts to promote Miami Beach and book group business.
SECTION 1.03 Performance Objectives
a) Annual Goal Setting Process. Throughout the Term of the Agreement,
GMCVB will lead an annual goal setting process related to the contractual metrics that includes
a defined internal process and the participation of the City, the hospitality industry and MBCC
operator. GMCVB will develop an annual calendar showing when the agreed upon goal setting
steps will be accomplished. The City will be made aware of all meetings to execute the goal
setting process. The Goal Setting Process will include a review of the TAP report (or similar
report), sales activity and discussions on need periods, targeted vertical markets and
underperforming markets. The proposed Goal Setting Process is as follows:
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Market Anafv,,i~ ,�
Production History/ industry Review
GMCVB /MBC_.. <} a _ M,inager Gnat Setting
GMCVB/ MBCC Senior `ait.,s Leadership
r.!1 ur er and a ,E;':
` ak ehoi+ier Arfv<< tly,v fF1
GMCVB Board of Directors
GMCVB and City
The City reserves the right to reject the mutually agreed upon goals if the above
stated process has not been followed with the documented approvals of the Stakeholder
Advisory Committee and the GMCVB Board of Directors.
b) Annual Marketing Plan: GMCVB will collaborate with the City and the
MBCC operators to create a singular marketing plan in the area of citywide convention sales and
marketing. The marketing plan will include an outline of the agreed-upon key vertical markets, a
collaborative approach to all marketing channels, and a deployment plan. The marketing plan
will be presented by September 1st for review and approval by the City.
(c) Marketing Support: The Bureau will participate in monthly sales and
marketing meetings held between the City and the MBCC's General Manager.
c) Sales/Booking Goals: The GMCVB will be responsible for performing
sales and marketing activities that increase visitation, room night consumption and the economic
impact associated with increased tourism activity in Miami Beach. The GMCVB will be
responsible for producing agreed upon results in the following areas and as more specifically
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detailed in Exhibit"A"hereto, which is the result of the first annual Goal Setting Process:
i. Number of new bookings for Citywide (Priority 1 and Priority 2) Group Business,
as defined in the City's Convention Center Booking Policy Guidelines attached as Exhibit " A "
hereto;
ii. Number of new bookings for "In house Miami Beach Hotel Group Business,"
defined as new future group bookings for a minimum number of room nights and meetings at
hotels located within the City of Miami Beach; and
iii. Number of new bookings for Individual and Group Leisure Business, defined as
Miami Beach travel undertaken for pleasure, as opposed to business travel. The Individual and
Group Leisure Business will be measured by the following metrics:
(1) Leisure Indicator: On-line "referrals" to Miami Beach hotels attributable to GMCVB
leisure campaigns; and
(2) Overall Leisure Contribution: The annual Smith Travel Report (STR) report for
leisure travel to Miami — Dade County will be modified based on third party research of
DMO influence in key visitor markets. This will be used as a methodology for
establishing overall leisure room night goals.
d) MBCC Fiscal Performance Goal: In addition to the foregoing goals, as a key
partner in the overall success of the MBCC, the GMCVB will have a mutually agreed upon
annual revenue goal for MBCC Rental and Food & Beverage revenue.
e) Customer Service Goal: In addition to the foregoing goals, GMVCB must
achieve no less than a 90% positive rating (positive=excellent/good) on GMCVB customer
service surveys from clients utilizing GMCVB services for MBCC bookings (during each
Contract Year);
SECTION 1.04 Scoring Matrix for Sales/Booking Performance Objectives
The GMCVB will be annually measured on each of the above performance objectives
outlined in Section 1.03 and as delineated more fully in Exhibit A. With respect to the
Sales/Booking Goals pursuant to Section 1.03(c) above, GMCVB's performance shall be
evaluated using the following weighted methodology:
• Attainment of annual Citywide (Priority 1 and Priority 2) Group Business goals = 60%
(60 points)
• Attainment of annual In house Miami Beach Hotel Group Business goals= 25%
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(25 points)
•
• Attainment of annual Individual and Group Leisure Business goals = 15% (15 points)
• Total Score: 100% (100 points)
a) GMCVB must achieve a minimum aggregate Total Score of 85% (85 points) of
Sales/Booking Goals each year, with points for attainment of goals within each category
calculated on a proportionate basis. For illustrative purposes only, if the annual Citywide Group
Business goal is to book six (6) new Priority 1 and Priority 2 events (for a score of 60 points),
and GMCVB books four (4) new events in that year, GMCVB shall receive a score of 40 points
for the Citywide Group Business goals for that year. If GMCVB exceeds the annual goal and
books eight (8) new events in that year, GMCVB shall receive 80 points for the Citywide Group
Business goals for that fiscal year.
b) If GMCVB achieves or exceeds the required minimum Total Score of 85 aggregate
points in any given year for its Sales/Booking Goals, GMCVB shall be entitled to the Incentive
Fee in accordance with Section 4.01(d) below. If GMCVB fails to meet any its overall annual
goal, such non-performance shall constitute an Event of Default pursuant to Section 2.02 below.
c) The City will meet monthly with GMCVB to monitor and assess GMCVB's progress
toward achievement of the performance goals, including review of sales and marketing activity,
(i.e. prospects, tentatives and definites) on an ongoing basis.
SECTION 2 TERM/DEFAULT AND TERMINATION
SECTION 2.01 The term of this Agreement shall be deemed to have commenced
(retroactively) on October 1, 2015, and shall terminate on September 30, 2020 (the Term). This
Agreement may be renewed by mutual agreement for an additional five (5) year period based on
the GMCVB's satisfactory performance under this Agreement, including but not limited to
achievement of performance metrics set forth herein and overall compliance with this
Agreement.
SECTION 2.02 Notwithstanding the foregoing, the City shall terminate this
Agreement in the event the City Manager determines, at his or her sole discretion, that the
GMCVB has failed to meet any of its annual goals established pursuant to this Agreement,
and/or has failed or is unable to observe, perform, or otherwise comply with any of the terms and
conditions set forth in this Agreement (each such failure to perform an "Event of Default"
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hereunder), 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 City shall not terminate this Agreement 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, or such
longer period as may be established for Events of Default covered by Section 2.02(a)below.
a) The approach to monitoring Citywide Group Business Conventions performance is as
follows:
(i) The Citywide Priority 1 and Priority 2 Group Business goals will be
monitored using a scale where 100% achievement indicates satisfactory performance. If the
GMCVB falls below 85% in either the Priority 1 and Priority 2 Group Business goals in a twelve
month timeframe, any such non-performance shall constitute an Event of Default pursuant to this
Section 2.02 of the Agreement, and GMCVB shall have 90 days to complete a cure of such
Event of Default following the written notice of the Event of Default from the City Manager.
(ii) The City will review the GMCVB's sales activity on an ongoing basis and if
sales activity is deemed to be below the amount needed to achieve the Sales/Booking goals
established pursuant to Section 1.03(c), the City may terminate the agreement or reallocate
funding to increase sales efforts directly under City oversight if the non-performance of sales
activity metrics are not rectified. The City may also extend this period based on its evaluation of
the Bureau's overall sales activity.
b) The performance metric for In House Miami Beach Hotel Group Business and
Leisure and Group Leisure Business results is as follows:
(i) If the GMCVB falls below 85% of the agreed upon goals, such non-
performance shall constitute an Event of Default under this Agreement.
c) Following the written notice from the City Manager of an Event of Default and
expiration of the applicable cure period, the City (through its City Manager) may
exercise any or all of the following remedies:
(i) City shall 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 or obligations
whatsoever under this Agreement.
(ii) Upon termination, the City shall have no further obligation to fund and/or
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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) on a prorated basis based on the remaining time of the fiscal year
in which the agreement is terminated.
(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
otherwise) shall be cumulative and, except as otherwise provided by
Florida law, the City may pursue any or all of its rights and remedies at the
same time.
(v) Notwithstanding the above the City shall not terminate this Agreement for
failure of or delay in the performance of this Agreement for the period that
such failure or delay is due to causes beyond the Bureau's reasonable
control, including but not limited to acts of God, war, strikes or labor
disputes, embargoes, government orders or any other force majeure event
including a delay in the Convention Center reopening.
SECTION 2.03 Upon the expiration of this Agreement or a termination for any
reason, all further obligations of the parties hereunder shall terminate except unless expressly
provided in this Agreement (including, without limitation, Section 2.04 below), or as otherwise
agreed to by the parties, in writing.
SECTION 2.04 Notwithstanding the preceding Section, the parties hereto
acknowledge that the Bureau and the City may, during the Term, enter into contracts that are
expected to predominantly benefit the City in future years, and which may entail a funding
commitment(s) beyond (i) a termination of this Agreement, and/or (ii) the Term of the
Agreement. In such cases, the City (through its City Manager) and the Bureau shall expressly
agree, in writing, on a case by case basis, that the particular contract is intended to be funded by
the Bureau and/or the City beyond an early termination and/or expiration of the Agreement and
shall, in such cases, further provide that the funding obligations under that particular contract are
intended to survive or be performed after such expiration or termination of the Agreement.
SECTION 3 CITY PARTICIPATION ON BUREAU BOARD OF
DIRECTORS, EXECUTIVE COMMITTEE, COMMITTEES
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AND/OR SUB- COMMITTEES
The Bureau shall be managed by a Board of Directors (Board) having such number of
members and composition as may be determined by the Bureau. Such Board shall be
representative of the hotel and visitor industry; shall reflect the ethnic and multi-cultural
diversity of the community; and be gender representative.
The Bureau shall act through an Executive Committee, which shall meet between
meetings of the Board. The composition of the Executive Committee shall be determined by the
Board.
The Bureau shall also establish, as it deems appropriate, committees and/or sub-
committees, which may include, without limitation, a Finance Committee; Marketing and
Tourism Committee; Convention Sales Committee; Nominating Committee; and Community
Relations Committee. The composition of such committees and sub-committees shall be
determined by the Board.
Notwithstanding the foregoing, the Bureau herein recognizes the significant financial
contributions made by the City 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 25%. 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. '
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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 (25%). 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.
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
25%. 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
(a) reflect the ethnic and multi-cultural diversity of the City; and
(b) 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 MBCC shall be a voting
member of the Convention Sales Committee; and
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(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) Base Fee Year one(1) (Fiscal Year 2015/16): The City's total
annual contribution to the Bureau shall be $5,369,243 for the first year
of the agreement
(b) Base Fee Year two (2): Beginning in the second year of the contract
(Fiscal Year 2016/17), the Base Fee will be established at $4.7 million
dollars.
(c) Following the conclusion of the first contract year and each contract
year thereafter, the Base Fee will be adjusted up or down based on the
overall percentage increase or reduction of the prior year municipal
resort tax collections. The new base fee will include the accumulated
growth or reduction.
(d) Incentive Fee:
o In each Fiscal Year, the GMCVB may earn an annual incentive fee
of up to $1,500,000 based on the GMCVB's ability to achieve
100% of the agreed upon Performance Objectives as set forth in
section 1.03 and 1.04 herein ("Incentive Fee"), and may earn an
Additional Incentive Fee, as defined below, of up to $450,000, for a
total Incentive Fee and Additional Incentive Fee of up to
$1,950,000. The Incentive Fee earned by the GMCVB, if any, shall
be payable within 30 days after the close of the Fiscal Year and
City's receipt of an invoice from the GMCVB with respect thereto.
o The Incentive Fee will be paid on a prorated basis, beginning at
85% of the Incentive Fee payable once the GMCVB achieves an
annual Total Score of 85 points/percentage pursuant to Section 1.04
herein and provided GMCVB is in compliance with other terms and
conditions of this Agreement. Performance metrics will be
weighted in the determination of percentage achievement. If the
GMCVB exceeds 100% of its Sales/Booking Goals and achieves a
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Total Score pursuant to Section 1.04 in excess of 100 points, then
GMCVB shall receive an additional Incentive Fee, on a
proportionate basis, up to a not-to-exceed cap of 30% of the
Incentive Fee ("Additional Incentive Fee"). For illustrative
purposes only, if GMCVB meets all of its annual goals established
pursuant to Section 1.03 and obtains a Total Score of 120 points
pursuant to Section 1.04, then GMCVB shall be entitled to the
Incentive Fee and an additional 20% of the Incentive Fee. If
GMCVB exceeds the goals and obtains a Total Score of 140 points
pursuant to Section 1.04, then GMCVB shall be entitled to its
Incentive Fee and an additional 30% of the Incentive Fee.
e) 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), subordinate to City's debt
service and related obligations as set forth in Section 4.01(g) below.
f) 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.
g) 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.
h) 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.
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i) The sole funding authority for payment of the City's Contribution shall
be from the Municipal Resort 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 Municipal Resort Tax revenues do not become available at
any time during the Term.
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
City's Contribution for the following purposes: Bureau staff travel and
entertainment (except that travel and entertainment expenses 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.
SECTION 4.03 No Impairment of Bond Obligations. In the event the City
determines that the allocation of Municipal Resort 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
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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,
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.
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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. Should the Bureau defend the City in any
action it may raise the City's sovereign immunity defense to the fullest extent permitted by law.
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
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.
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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, 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, an activity and financial report,
setting forth generally the activities of the Bureau during the previous quarter through its
Executive Committee or Board of Director meetings; (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, , 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
his/her authorized representatives.
The City will conduct an annual sales audit at its own expense performed by City
Auditors annually to validate the booking and room night achievement. City will approve the
approach and forms used for the audit.
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.
17
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 and 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 Reports. During the Term, the Bureau agrees to provide the City
with reports measuring and benchmarking the Bureau's established goals and as may otherwise
be required pursuant to this Agreement.
(a) GMCVB will be required to create a monthly report that will encompass the
contractual performance metrics and the results in comparison to annual agreed-upon
goals and the previous year's results.
(b) Prospects, Tentative and Definite bookings will be tracked and reported monthly
to the City to determine the status of overall sales activity.
(c) GMCVB will coordinate a joint reporting plan with MBCC incorporating all
shared metrics.
(d) GMCVB will also produce a "pace" report that will indicate the current level of
activity and overall group performance for future years. This report will also compare
GMCVB/MBCC activity to other competitive destinations when available.
(e) 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
(f) Provide Monthly: Annual
i. Tourism Sales
a. New leisure visitor generated and estimated visitor receipts
18
b. Visitor Demographics (with specific breakdown for City and/or
Country)
ii. Convention Sales
a. Lost Business Reports (MBCC and In-Hotel meetings)
b. Top vertical market report with historical production and future
bookings
c. Cancelled Business Reports (MBCC and In-Hotel meetings)
iii. 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)
iv. Targeted Initiatives
a. Survey results (as required per Section 1.03(e) of Agreement)
i. MBCC Sales Customer Service Feedback Reports
SECTION 7.04 Software access for City. The GMCVB will give electronic access
to the City to a real-time high-level "dashboard" of all key metrics for City review.
Implementation of this functionality will be in accordance with the Recommendation Schedule
matrix (Exhibit D)
SECTION 7.05 Recommendations
The attached recommendations (see attachment D) will be reported
on Monthly and completed according to the attached timeline. Failure to complete the
recommendations may constitute non-performance of the agreement.
SECTION 8 PROCUREMENT OF GOODS & SERVICES.
In addition to the provisions of 1.01(i), the Bureau shall procure goods and services on a
competitive basis and shall provide opportunities for certain Disadvantage Business Enterprises.
19
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 a broader-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
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 PARKING
The City shall make available to Bureau, at no cost, parking spaces adjacent to the
Convention Center, or located on City property in the immediate environs in order to assist with
the development, promotion, marketing, booking, and securing conventions, trade shows, and
group business for venues in the City.
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
20
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.
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
21
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
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.
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 executed by its duly authorized corporate officers,
all as of this 7 day of c„�� , 2016
Attest:
CITY OF MIAMI BE s / a;/
t alb B g4 .
Cit Clerk ��;.•• 4 k�
ff,
0
RTED:
* ':INOORP (r)s
Attest: % \�j 94,4041 ER MIAMI CONVENTION &
i�• ORS BUREAU
Am3/ N,: CH 2
Iw di a.
Secretary President
ilk*0 r iteg2— ide (I IMA ).. TA Le (L.T
Print Name Print Name
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
it City Attorney kft,e D •
23
STATE OF FLORIDA )
) SS:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this �� H day of
, 201` °by Philip Levine, Mayor and Rafael E. Granado, City Clerk, or their
designees b&spectively, 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 day of aotifumovn , 201 C
/ /
: ry Public, State of Florida at Large
Commission No.:
My Commission Expires:
0° '••, FERNANDA SILVA i
_ �!� '�'' MY COMMISSION#FF 155332 '
*4 IIAIII •*� �
•�.— - EXPIRES:August 27,2018
STATE OF FLORIDA ) • ;pu$S Bonded Thru Notary Public Underwriters r
) SS:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 36 day of
D E e e,46 62 , 2015, by 4//�3/#4 D 74l4 I,/ , President, and
A4 '/, /AA h, Secretary, or their 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 at) day of Dee 44 a€. , 2015.
tedzejat, /e. AlF _
Notary Public, State of orida at i',: 1,;,e
Commission No.:
My Commission Expires:
ISr°may ., '
MARIA R.EARAZOWN
• .•� . Notu!►Public•Rao
1:::' ,,�' 01 Ftotld,
";:t;104"" My Comm.Ems„May 9.201®
Commission•FF 094655
24
EXHIBIT "A"
2015/2016 goals
Greater Miami Convention and Visitors Bureau - Goal Setting Template
Updated 10/1/2015
Citywide Conventions (60%) Prior Goal Actual Variance
Year
• Priority One Groups
o 2016 4
• Priority Two Groups 3
o 2017 9
• Priority Two Groups 4
o 2018 11
• Priority Two Groups 5
o 2019 12
• Priority Two Groups 6
o 2020 14
• Priority Two Groups 7
Total Citywide Groups booked (60%)
• Definite Room Nights 2016
o Definite Convention Center 22,000
Citywide Group Room nights
Total Citywide room nights booked 22,000
• Convention Center Revenue
o MBCC Revenue
• Future MBCC Revenue Booked
• Rental
• Food and Beverage
• Total future Revenue
Booked
• Economic Impact
o Future Citywide Group Economic
Impact
25
Miami Beach Hotels"In house"group Prior Goal Actual Variance
bookings(25%) Year
• Miami Beach Hotel Groups
o Future Miami Beach Hotel Groups 125
booked (10%)
o Definite Room Nights
• Definite room nights 142,000
generated(15%)
o Economic Impact
1
Leisure Sales and Marketing(15%) Prior Goal Actual Variance
Year
• Individual Leisure Travel
o Key Indicators
• Web Referrals 76,407
Total key indicator referrals (7.5%) 76,407
• Leisure Travel
o Total Leisure Room Nights(7.5%) 756,914
STR projection/GMCVB Market
Influence
o Economic Impact- Leisure Sales
and Marketing
l I I I
Available Actual Variance
City Wide Group Sales 60%
Miami Beach Hotel Group Sales 25%
Leisure Sales and Marketing 15%
Total I 100% I
Total Incentive Available
Total Incentive Due
26
EXHIBIT "B"
Five year priority one booking goals
27
LA New Room Nights Generated
0 0 0 0 0 0 0 0 0
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29
EXHIBIT"C"
Booking policies
MIAMI BEACH CONVENTION CENTER
AMENDED AND RESTATED
BOOKING POLICY GUIDELINES
STATEMENT OF PURPOSE:
The Miami Beach Convention Center (the "MBCC" or the "Center") is a national and international
convention, tradeshow, and multi-purpose facility owned by the City of Miami Beach. One of the
MBCC's primary objectives is to promote and facilitate events and activities which have a
significant impact in terms of Convention Development Tax("CDT")generated.
When booking the MBCC, consideration shall be given to the following factors:
i. significant impact in terms of CDT generated;
ii. total number of hotel rooms required;
iii. projected revenue to the MBCC, both in terms of direct space rental revenue, as
well as projected revenue from concessions and other building services;
iv. time of year;
v. number of move-in and move-out dates required for the event;
vi. potential for repeat booking; and
vii. previous history and experience of the potential user with respect to use of
similar facilities.
SCHEDULING PRIORITIES:
First Priority Events: Generally speaking, first priority for scheduling events in the MBCC is
available to regional, national, and international conventions, trade shows (open to the
trade only), cultural shows, corporate meetings, and other events which have a significant
impact in terms of CDT generated. In order to be considered for a First Priority designation,
an event shall:
of 11 00 gross square feet of exhibit space in the MBCC;
require in excess o 5,0 g q p ,
require a minimum of three (3) nights in Miami-Dade County,with 1,500 hotel rooms
occupied on the peak night;
AND
generate over 4,000 room nights in Miami-Dade County in total.
CDT impact and room count calculations are based on contracted hotel room nights, as
demonstrated by room block agreements with hotels in Miami-Dade County. CDT impact
and room count calculations are subject to verification by the City.
In order to be considered for First Priority designation, an event shall demonstrate the hotel
room count history during presentation of the identical event either (1) in Miami-Dade
County; or(2) in the case of events which move from city to city on a rotational basis or are
30
relocating from another location, the hotel room count history of the identical event shall
be verified by the Greater Miami Convention and Visitors Bureau ("GMCVB") using generally
accepted industry standards, (i.e., DMAI MINT system or written verification from a prior
location CVB).
Alternatively, for an event that is booked in the future First Priority designation may also be
determined based on CDT generated by looking at the prior history of the event; subject to
(1) verification by the City; and (2) at user's expense, a qualified independent auditor
licensed to perform audits within the State of Florida.
Within the First Priority category, the City will give preference to the event with the most
significant impact in terms of Convention Development Tax generated.
Marquee Events— Notwithstanding the above, the City Commission may also, upon the written
recommendation of the City Manager and a 5/7ths vote of the City Commission, grant First
Priority status to unique, high profile events that the City determines will bring significant
benefit to the City and/or Miami-Dade County in terms of overall economic impact. An
Event is defined as regional, national, and international conventions, trade shows (open to
the trade only), cultural shows, corporate meetings, and other events which have a
significant impact in terms of CDT generated.
Second Priority Events: Second Priority Events will have similar characteristics as First Priority
events. The room block requirement will be for a minimum of two (2) nights in Miami-Dade
County, with one (1) peak night ranging from 500 to 1,499 rooms occupied on the peak
night. A Second Priority event will utilize 1,500 to 3,999 room nights in total.
Third Priority Events: Third Priority for scheduling facilities and dates in the MBCC is available
to all other events. Third Priority Events do not have a peak room night requirement. MBCC
revenue and community impact will be important characteristics in securing Third Priority
Events.
Subject to the scheduling priorities set forth in this Section II, the MBCC General Manager
(General Manager) may exercise his/her discretion as to the issuance, modification, or
termination of scheduling reservations.
BOOKING PROCEDURES
Reservations more than twenty-four(24) months before an event are normally handled through
the GMCVB, subject to approval of the General Manager, and are subject to the guidelines
of Section II herein.
Facility and space scheduling commitments for First Priority Events may be made as far in
advance as is necessary or appropriate and may supersede requests for other events, unless
a License Agreement has been previously executed between the MBCC and the user for
31
such other event. License Agreements for First Priority Events may be entered into as far in
advance as necessary or appropriate, at the discretion of the General Manager. A License
Agreement will be presented to the user by the General Manager no later than 60 days from
the date the event commits to the MBCC. Provided that the event is committed at least 24
months in advance of the first move-in date, the user will be allowed 90 days from the
receipt of the License Agreement from the General Manager to execute and return it to the
General Manager, along with the required deposit. In the event the License Agreement is
not executed, or the deposit is not received, within 90 days, the event will lose its First
Priority status and another event can secure the requested dates and space. For events that
commit to the MBCC fewer than 24 months in advance of the first move-in date, the
General Manager will determine an appropriate period of time for executing the License
Agreement and payment of the required deposit.
Facility and space scheduling commitments for Second Priority Events cannot be secured more
than 24 months in advance of the first move-in date, and are subject to change to
accommodate First Priority Events, prior to a License Agreement being executed by the
General Manager and user for such event. License Agreements for Second Priority Events
may be issued to the user by the General Manager twenty-four(24) months prior to the first
move-in date of the event.
Facility and space scheduling commitments for Third Priority Events cannot be secured more
than 13 months in advance of the first move-in date. License Agreements will not be
finalized prior to 13 months in advance.
Facilities and dates will be tentatively held pending notification to the contrary by either party.
In the event a tentative commitment is released by the MBCC, the requesting party will be
notified the facilities and/or dates have been released.
First Option - Facilities and dates reserved on First Option are reserved tentatively,
but a conflicting commitment for the facilities and dates generally will not be
made in favor of a second requesting party within the same scheduling priority
without the party holding a First Option having the opportunity to execute a
License Agreement within the timeline specified or release its reservation. A
First Option held by a Second or Third Priority Event can always be superseded
by, respectively, a First or Second Priority Event, unless a License Agreement has
been previously executed. At the discretion of the General Manager, a party
with a First Priority Event holding a First Option may be required, within seven
(7) days of written notice, to execute a License Agreement and post a deposit at
any time that the General Manager has a good faith request in writing from
another First Priority Event for the same dates.
Second Option - Facilities and dates reserved on a Second Option basis will be
reserved tentatively, and the absence of a valid First Option hold for the same
32
space and time shall not guarantee the elevation of a Second Option hold to a
First Option hold.
Definite Booking - Events are considered a Definite Booking (under contractual
commitment) only upon execution of a License Agreement by the user and the
General Manager, and which is accompanied by the required initial deposit.
Definite 1 Status - In the case of extraordinarily large, City-wide conventions, an event may
qualify for Definite 1 Status. Definite 1 Status commits the agreed upon space until five (5)
years from the date of the first move-in date, contingent on no other interest in the space.
If another user expresses an interest in the space and a commitment to sign an License
Agreement, the user with Definite 1 Status will have first right to confirm the space within
60 days of being notified of the other interest. Upon return of the executed License
Agreement accompanied by the agreed upon additional non-refundable deposits, the space
will be held without any other contingency as a Definite Booking (as defined above). For an
event to qualify for Definite 1 Status, it must satisfy all of the following criteria:
i. use of all four(4) Exhibition Halls at the MBCC; and
ii. utilize a minimum of 3,500 hotel rooms in Miami-Dade County on the peak
night;and
iii. the first move-in date is more than five (5)years in the future; and
iv. the user is unable to execute a formal License Agreement more than five (5)
years in advance of the event; and
v. a Letter of Intent, in the standard form used by the GMCVB and subject to prior
written approval by the City Manager, is executed by and among the user, the
GMCVB, the General Manager and, if the event will take place outside the term
of the MBCC Management Agreement, the City Manager, and shall, at
minimum:
o be accompanied by an initial, non-refundable deposit, payable to the
MBCC, of not less than $1,000; and
o establish a schedule of additional annual, non-refundable deposits,
payable to the MBCC, of not less than $1,000 per year; and
o provide evidence of a room block(s) including specific documentation
from the headquarter hotel and supporting hotels totaling no fewer
than 8,000 committed room nights; and
o commit user to executing a License Agreement no later than five (5)
years prior to the first move-in day of the event.
33
PROTECTION CLAUSE: REPEAT BUSINESS
A Protection Clause shall, upon the recommendation of the General Manager, and subject to the
approval of the City Manager, be granted to recurring events with a proven record of success,
defined as the successful completion of, at minimum, two (2) consecutive shows in two (2) years,
which have produced significant revenue to the MBCC or significant impact in terms of Convention
Development Tax generated. First Priority users will be required to furnish the required room
nights and economic impact results within 90 days of the event's final event day. If the room nights
fall below the agreed upon First Priority threshold, the user may lose First Priority status. If
granted, such Protection Clause will be included in the License Agreement and, thereafter re-
reviewed (at minimum) every three (3) years by the General Manager, and subject to the approval
of the City Manager, in future License Agreements. Notwithstanding the foregoing, the granting of
a Protection Clause in a License Agreement shall not vest any right(s) or reliance on the part of the
Licensee as to the granting of said clause in subsequent or future License Agreements, but shall at
all times be subject to the review and approval procedures set forth above.
The Protection Period shall not exceed a total of sixty (60) days, plus the show days. The number
of days prior to and after the event shall be the subject of agreement between the Licensee and
the General Manager, but a minimum of fifteen (15) days shall be required on each side of the
event.
If a Protection Clause is granted, it will read as follows:
PROTECTION CLAUSE:
Licensor agrees that it will not license any portion of the Convention Center facility
to any Competing Event for the period commencing 30 days before Licensee's
first show day, and concluding 30 days after Licensee's last show day(the
"Protection Period"). A"Competing Event" is hereby defined as an event which has
thirty percent(30%)or more of the total number of exhibitors/booths in the same
event showing/selling product lines in the Licensee's event; provided, however, that
a show that is open to the public shall never be deemed a Competing Event with a
show open only to the trade, and vice versa. The determination of whether or not
an event is a "Competing Event" shall be solely within the discretion of the General
Manager, and shall be based upon the product lines in the proposed event's prior
shows.
DEPOSIT SCHEDULES:
Deposits are required for all activities upon execution of an MBCC License Agreement.
First Priority Events: A non-refundable deposit, in the amount of one day's minimum
guaranteed rental per hall, or such other deposit as the General Manager may authorize, is
required upon execution of the License Agreement. For events licensed five (5) years or
34
more in advance, special arrangements may be negotiated, at the General Manager's
option, for a lesser deposit upon License Agreement execution and a defined schedule for
intermediate deposit payments, with the balance of all estimated charges being due and
payable thirty(30)days in advance of the event.
Second Priority Events: A minimum, non-refundable deposit will be required upon execution of
the License Agreement as follows: one day's minimum guaranteed rental for the first hall,
and an additional 33-1/3%of one day's minimum guaranteed rental for each additional hall.
However, first-time events without a past history of success, and users with inadequate
references, or prior event sponsorships, a record of slow payment, etc., may be required, at
the General Manager's option, to remit up to one hundred percent (100%) of anticipated
rental and related expenses upon execution of License Agreement, with the balance of all
estimated charges being due and payable thirty(30)days in advance of the event.
Third Priority Events: A minimum non-refundable deposit of 100%of one day's minimum
guaranteed rent for all MBCC secured space will be required,, with the balance of all
estimated charges being due and payable thirty(30) days in advance of the event.
MOVE IN/MOVE OUT GUIDELINES:
MBCC will offer one (1) complimentary move-in or move-out day for every show day (open to
attendees or public). MBCC will charge the standard rental rates with any additional service
charges for days needed beyond the stated allocation. MBCC may ask for paid move-in and/or
move-out days to be released based on other group needs for that timeframe.
REV.120789,060890,070892,060398,051299,070799,051601
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EXHIBIT "D"
Recommendations submitted to GMCVB
Miami Beach Convention Center Sales and Marketing Recommendations
10/1/2015
Strategic Advisory Group (SAG) has been engaged to develop annual goals for future sales
efforts for the Miami Beach Convention Center (MBCC), develop a contract for the services of
the Greater Miami Convention and Visitors Bureau (GMCVB) and review the current sales
operations and make recommendations for the future. SAG has worked closely with the
GMCVB, Spectra and the City of Miami Beach (City) in all aspects of this assignment. The
observations and recommendations are the results of a collaborative process and the collective
input from everyone involved. SAG would like to thank everyone who has participated and
contributed.
The development of an expanded and re-designed Convention Center coupled with a new
headquarter hotel will position Miami Beach as a leading Convention and major event
destination. This transformation warrants examining all areas that must support this and insure
a high degree of success and broad impact on the Miami Beach and overall Miami County
economy.
In this context SAG offers the following observations and recommendation related to future
sales efforts with the goal of developing a sales approach that will clearly define success with
accountability and support. A successful sales operation includes clear goals supported by a
road map with engagement and oversight from all parties. The City of Miami Beach (City), the
GMCVB and Spectra are the central partners in the execution of a successful sales and
marketing and operational plan.
The following are recommendations related to sales and marketing efforts for the MBCC:
Market Development
Miami Beach and Greater Miami are arguably one of the most popular domestic and
international destinations. The growing number of visitors continues to demonstrate the
popularity and all of the predictions for the future are bullish on growth. The new Miami Beach
Convention Center has been designed to compete for large groups that are a "match" for Miami
Beach and want to experience a high level of service for all of their attendees. These
conventions and events attract attendees that are used to staying in world class destinations
with all of the associated amenities.
This also means that the Miami Beach Convention Center sales and marketing efforts must
focus on those industries and associations with members and employees who will enjoy Miami
Beach and the level of service that comes with a world class destination.
The review of the current sales and marketing efforts uncovered a general understanding of this
and agreement of the need to focus efforts on those markets that will have the highest
propensity to bring their convention or major event to the Miami Beach Convention Center.
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SAG recommends the following:
1. Institute an identification process utilizing past history, current sales activity and an
aggressive prospecting and research effort which will identify the "Top Ten" markets with
the highest propensity to bring their conventions and major events.
2. In conjunction with the identification process, initiate a prospecting and qualification plan
that will quantify the number of groups and their specifications in each of the identified
markets that should be future sales targets for the MBCC. This process should be
completed by February 1St 2016 by the GMCVB in collaboration with Spectra. This
should be presented to the City in the March sales meeting.
Opportunity to Focus
The Greater Miami area contains a wide variety of visitor opportunities. These include a cross
section of hotels, resorts and attractions. This variety of offerings creates an opportunity to
attract a potentially wider variety of groups than those that are the best match for the Miami
Beach Convention Center. This is an important attribute of the region and warrants an effective
strategy and sales approach. This also presents an opportunity to determine the most effective
approach to selling and marketing the MBCC. The review of historical bookings and information
received from the Miami Beach hotels, who must actively participate in the selling of the MBCC
for its success, has indicated that there are specific industries and events that will have the
highest likelihood of coming to Miami Beach.
SAG recommends the following:
1. The redeployment of the GMCVB sales team to create a team of sales leaders who are
dedicated to selling the MBCC and primarily focused on bringing large conventions
(Priority One/Citywide business as defined in the MBCC booking policy) to the MBCC.
These sales managers would also have permanent offices at the MBCC to facilitate
ongoing collaboration.
2. The development of a marketing plan by the GMCVB and Spectra that delineates
activities and strategies that support an approach that will raise MBCC's presence with
those target customers that have been identified in the qualifying process above.
3. The development of a new campaign and brand initiative that drives awareness and
interest in the new Convention Center and articulates the level of service and quality that
is a feature of bringing new conventions to Miami Beach and Miami-Dade County.
4. The creation of a sales and marketing budget, as a subset of the GMCVB overall
budget, that would show the direct expenses as well as allocated expenses that are
focused on raising awareness and securing future MBCC group business.
5. Setting up a dedicated sales office inside the MBCC to continue the collaboration and
seamless sales approach.
Participation, Collaboration and Reporting
The effective selling of the conventions and meetings for MBCC is dependent on broad based
participation and collaboration. The City, GMCVB, Spectra and the Hotel industry are the
primary partners in a successful sales and marketing effort for the MBCC. Their participation
and collaboration must be actively supported on an ongoing basis. This includes regular
communication and reporting. Each of the partners must be informed and involved in the
planning, monitoring and execution of an effective sales and marketing plan.
SAG recommends the following:
1. The continuation of the recently re-activated monthly sales meetings with a focused
agenda on reviewing current successes and opportunities. The City, GMCVB, Spectra
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and Hotels should receive informative reporting to review prior to each meeting and
encouraged to participate in the ongoing effort to book groups in the MBCC.
2. The development of reports that give a comprehensive overview of the year to date
results. This will include the status of prospects, tentatives and definite bookings. This
report will inform the key partners of the status of the overall sales activity and re-
forecast annual results to identify if the activity level is sufficient to produce agreed upon
results.
3. The development of reports that identify the results by sales manager as well as by
identified priority market segments.
4. The implementation of the TAP report, or similar report. The TAP report is a widely used
platform for determining the future opportunities for targeted sales efforts and creates a
comparison to similar destinations to understand comparative market share.
5. Creating accessibility that will give the give the City, Spectra and GMCVB access to
real-time high level "dashboard" of all key sales activity metrics. .
6. .This will help in the development of the reporting package and support the overall
service given to MBCC clients.
Goal Setting
The development of collective goals creates a unified approach to achieving the desired results
for the MBCC. The City, Spectra and GMCVB are in the final stages of developing a first set of
goals related to the new Convention Center and future headquarter hotel. This process has
helped take a comprehensive look at the overall level of sales activity and production that is
needed to achieve an optimal level of Convention Center activity. The final goal setting outcome
will include targets for annual rental and food and beverage revenue booked into the future.
SAG recommends the following:
1. Develop an annual calendar for the goal setting process that will take place every year
and include all of the agreed upon metrics including definite group bookings, room nights
generated and rental and food and beverage revenue secured for the future.
2. Incorporate a review and approval process that include the internal teams, senior
leadership, and the hotel industry advisory committee and is finalized by the City
Manager.
Conclusion
The implementation of the recommendations above will redefine the respective roles of the
primary partners. All of the above mentioned partners must be actively involved in the overall
success of the group sales efforts. This includes active monitoring of results and full
engagement in analyzing the ongoing success and opportunities. A very high level of
accountability and transparency is a fundamental principle of success.
The revitalized and expanded Convention Center and the future headquarter hotel create an
opportunity to refine and re-think the current approach to creating an active economic catalyst
that will elevate Miami Beach as a convention destination.
SAG supports the implementation of the recommendations above in conjunction with the
finalization of the goal setting process.
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A
MBCC and GMCVB Sales and Marketing Recommendations
Recommendation Participants Start Completion Comments
Date Date
MARKET DEVELOPMENT
Identify the"Top Ten" markets GMCVB 7/1/15 12/1/15
Initiate a prospecting and qualification plan GMCVB 8/1/15 9/1/15
OPPORTUNITY TO FOCUS
Redeployment of the GMCVB sales team GMCVB 8/1/15 10/1/15
Development of a marketing plan by the GMCVB and GMCVB/Spect 7/1/15 11/1/15
Spectra ra
Development of a new campaign and brand initiative GMCVB/City 7/1/15 11/1/15
Creation of a sales and marketing budget GMCVB 9/1/15 11/1/15
Set up a satellite sales office in the MBCC GMCVB 6/1/15 7/1/15 Completed
PARTICIPATION,COLLABORATION AND REPORTING
Continuation of monthly sales meetings GMCVB/Spect On
raCity going
Development of reports that give a comprehensive GMCVB/Spect 7/1/15 1/1/16
overview of the year to date results ra
Development of reports that identify the results by GMCVB 7/1/15 1/1/16
sales manager as well as by identified priority market
segments
Implementation of the TAP report(or similar) GMCVB 8/1/15 11/1/15
Creating software accessibility GMCVB 8/1/15 1/1/16
GOAL SETTING
Develop an annual calendar for the goal setting GMCVB 10/1/1 2/1/16
process 5
Incorporate a review and approval process that GMCVB, City 10/1/1 12/1/15
include the internal teams,senior leadership,and the Spectra 5
hotel industry and is finalized by the City Manager
39