2019-30797 Resolution RESOLUTION NO. 2019-30797
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, REPEALING THE PORTION OF
RESOLUTION NO. 97-22563 RELATING TO THE APPROVAL OF THE
BYLAWS OF THE SISTER CITIES PROGRAM AND RATIFICATION OF
THE MEMBERS OF THE COUNCIL; AND APPROVING, IN
SUBSTANTIAL FORM, A MEMORANDUM OF UNDERSTANDING
(MOU) WITH THE MIAMI BEACH CHAMBER OF COMMERCE (THE
CHAMBER) FOR THE ADMINISTRATION OF THE SISTER CITIES
PROGRAM FOR AN INITIAL TERM OF ONE (1) YEAR, WITH
SUBSEQUENT AUTOMATIC ANNUAL RENEWALS, SUBJECT TO
TERMINATION BY EITHER PARTY UPON THIRTY (30) DAYS
NOTICE; SAID MOU PROVIDING FOR A MANAGEMENT FEE TO THE
CHAMBER, IN THE INITIAL ANNUAL AMOUNT OF $20,000, WITH THE
MANAGEMENT FEE FOR EACH SUBSEQUENT RENEWAL TERM
BEING SUBJECT TO APPROPRIATION AND APPROVAL DURING
THE CITY'S BUDGETARY PROCESS FOR EACH SUBSEQUENT
FISCAL YEAR; AND, FURTHER, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE THE FINAL MOU.
WHEREAS, Sister Cities International (SCI) is a nonpartisan 501(c)(3) nonprofit
organization, that serves as the national membership association for individual sister cities,
counties, and states across the United States. The mission of SCI is "To promote peace
through mutual respect, understanding, and cooperation -- one individual, one community at
a time"; and
WHEREAS, SCI members focus on four main areas of exchange:
(1) arts and culture;
(2) business and trade;
(3) community development; and
(4) youth and education; and
WHEREAS, up to now, the City's Sister Cities Program (the "Program") has been
administered by a Coordinating Council (the "Council") comprised of citizen members, with
the Office of the Mayor and City Commission being the supporting City staff department; and
WHEREAS, the Sister Cities Program is governed by (1) Division 15, entitled "Sister
Cities Program", of Article III, entitled "Agencies, Boards and Committees", of Chapter 2 of
the Code of the City of Miami Beach, entitled "Administration" (the "Ordinance"); (2)
Resolution No. 97-22563, which approved the bylaws of the Program; and (3) the guidelines
of SCI, all as may be modified from time to time; and
WHEREAS, currently, there are ten (10) Sister Cities affiliated with the City: (1)
Almonte, Spain; (2) Basel, Switzerland; (3) Brampton, Canada; (4) Fortaleza, Brazil; (5)
Fujisawa, Japan; (6) Ica, Peru; (7) Krumlov, Czech Republic; (8) Nahariya, Israel; (9) Rio de
Janeiro, Brazil; and (10) Santa Marta, Colombia; and
WHEREAS, the coordination between the Office of the Mayor and City Commission,
as the supporting City department to the Program, and a Sister City can be extremely labor
intensive and the City's Coordinating Council has not been effective, due, in part, to low
attendance and, without a quorum, the Coordinating Council cannot operate; and
WHEREAS, the administration of the Program should be transitioned from the
Council to the Miami Beach Chamber of Commerce (the "Chamber"); and
WHEREAS, the Chamber has experience engaging internationally, and can provide
vision as to how the Program can be effective; and
WHEREAS, a companion City Code amendment has been submitted for City
Commission consideration that removes the Council structure and substitutes the Chamber
as the administrator of the Program; and
WHEREAS, to effectuate the City Code amendments proposed in the companion
Ordinance, the Mayor and City Commission would need to repeal that portion of Resolution
No. 97-22563, relating to the establishment of the bylaws, and City and the Chamber will
need to execute a Memorandum of Understanding (MOU), substantially in the form as
attached as Exhibit "A" hereto; and
WHEREAS, the proposed MOU sets forth the Chamber's responsibilities for the
administration of the Program, which will include, among other things, coordinating meetings
with foreign dignitaries; vetting any new Sister City which may be interested in and be eligible
to be affiliated with the City, and ensuring that the City's Program is in compliance with the
SCI guidelines, including payment of SCI dues; and
WHEREAS, notwithstanding the Chamber's responsibilities pursuant to the proposed
MOU, any official acts, such as approving the affiliation of an additional Sister City or
removing an existing Sister City, would still have to be approved by the Mayor and City
Commission.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby repeal the portion of Resolution No. 97-22563 relating to the approval of
the Bylaws of the Sister Cities Program and ratification of the members of the Council; and
approve, in substantial form, a Memorandum of Understanding with the Miami Beach
Chamber of Commerce for the administration of the Sister Cities Program for an initial term
of one (1) year, with subsequent automatic annual renewals, subject to termination by either
party upon thirty (30) days notice; said MOU providing for an initial annual management fee
to the Chamber, in the amount of $20,000, with the management fee for each subsequent
renewal term being subject to appropriation and approval during the City's budgetary process
for each subsequent fiscal year; and, further, authorize the Mayor and City Clerk to execute
the final MOU.
PASSED AND ADOPTED this 10th day of April, 2019.
ATTEST: / '.)--
Dan Gelber, Mayor
/ d Z.3 1 14
Raf I E. Granado, Ci y Clerk
(Sponsored by Mayor Dan Gelber)
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APPROVED AS TO
FORM & LANGUAGE
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City Attorneyv'"d' _Vc-�� Date
•
Resolutions -R7 I
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Mayor Dan Gelber
DATE: April 10, 2019
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, REPEALING THE PORTION OF
RESOLUTION NO. 97-22563 RELATING TO THE APPROVAL OF THE
BYLAWS OF THE SISTER CITIES PROGRAM AND RATIFICATION OF
THE MEMBERS OF THE COUNCIL; AND APPROVING, IN SUBSTANTIAL
FORM, A MEMORANDUM OF UNDERSTANDING (MOU) WITH THE MIAMI
BEACH CHAMBER OF COMMERCE (THE CHAMBER) FOR THE
ADMINISTRATION OF THE SISTER CITIES PROGRAM FOR AN INITIAL
TERM OF ONE (1) YEAR, WITH SUBSEQUENT AUTOMATIC ANNUAL
RENEWALS, SUBJECT TO TERMINATION BY EITHER PARTY
UPON THIRTY (30) DAYS NOTICE; SAID MOU PROVIDING FOR A
MANAGEMENT FEE TO THE CHAMBER, IN THE INITIAL ANNUAL AMOUNT
OF $20,000, WITH THE MANAGEMENT FEE FOR EACH SUBSEQUENT
RENEWAL TERM BEING SUBJECT TO APPROPRIATION AND
APPROVAL DURING THE CITY'S BUDGETARY PROCESS FOR
EACH SUBSEQUENT FISCAL YEAR; AND, FURTHER, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE THE FINAL MOU.
RECOMMENDATION
Adopt the Resolution
ANALYSIS
Sister Cities International (SCI) is a nonpartisan 501(c)(3) nonprofit organization, that serves as
the national membership association for individual sister cities, counties and states across the
United States. The mission of SCI is "To promote peace through mutual respect,
understanding, and cooperation—one individual, one community at a time". Since its inception,
the SCI network has played a key role in strengthening important global relationships. The
SCI members focus on four main areas of exchange:
(1) arts and culture;
(2) business and trade;
(3) community development; and
(4) youth and education.
The City is a member of SCI. Up to now, the City's Sister Cities Program (the "Program"), has
Page 895 of 1091
been administered in conjunction with a Coordinating Council (the "Council"), comprised of
citizen members, with the Office of the Mayor and City Commission being the supporting City
staff department. The Program is governed by(1) Division 15, entitled "Sister Cities Program",
of Article III, entitled "Agencies, Boards and Committees", of Chapter 2 of the Code of the City
of Miami Beach, entitlted "Administration" (the "Ordinance"); (2) Resolution No. 97-22563,
which approved the bylaws of the Program; and (3) the guidelines of SCI, all as may be
modified from time to time.
Currently, there are ten (10) Sister Cities affiliated with the City: (1)Almonte, Spain; (2) Basel,
Switzerland; (3) Brampton, Canada; (4) Fortaleza, Brazil; (5) Fujisawa, Japan; (6) Ica, Peru; (7)
Krumlov, Czech Republic; (8) Nahariya, Israel; (9) Rio de Janeiro, Brazil; and (10) Santa Marta,
Colombia.
The coordination between the Office of the Mayor and City Commission, as the supporting City
department, and a Sister City can be extremely labor intensive and the Council has not been
effective, due, in part, to low attendance, and without a quorum, the Council cannot operate.
The administration of the Program should be transitioned to the Miami Beach Chamber of
Commerce (the Chamber). The Chamber has experience engaging internationally and can
provide vision as to how the Program can be effective.
A companion City Code amendment to the Ordinance has been submitted for City Commission
consideration that removes the Council structure and substitutes the Chamber as the
administrator of the Program. In order to effectuate the proposed City Code
amendment, the City and the Chamber will need to execute a Memorandum of Understanding
(MOU), substantially in the form attached as Exhibit "A". The proposed MOU sets forth the
Chamber's responsibilities for the administration of the Program,which will include, among other
things, coordinating meetings with foreign dignitaries; vetting any new Sister City which may be
interested in and eligible to be affiliated with the City, and ensuring that the City's Program is in
compliance with the SCI guidelines, including payment of SCI dues. Notwithstanding the
Chamber's responsibilities pursuant to the proposed MOU, any official acts, such as approving
the affiliation of an additional Sister City or removing an existing Sister City,would still have to be
approved by the City Commission.
CONCLUSION
The Mayor and City Commission should approve a Resolution repealing that portion of
Resolution No. 97-22563 relating to the approval of the bylaws of the Sister Cities Program and
ratification of the members of the Council; and approving, in substantial form, of the
Memorandum of Understanding with the Miami Beach Chamber of Commerce (the Chamber)
for the administration of the Sister Cities Program for an initial term of one (1) year, with
subsequent automatic annual renewals, subject to termination by either party upon thirty (30)
days written notice; said MOU providing for a management fee to the Chamber, in the initial
amount of $20,000, with the management fee for each subsequent renewal term being subject
to appropriation and budgetary approval during the City's budgetary process for each
subsequent fiscal year.
KEY INTENDED OUTCOMES SUPPORTED
Improve Alliance With Key Business Sectors, Namely Hospitality,Arts, & International Business With
Page 896 of 1091
A Focus On Enhanced Culture, Entertainment, &Tourism
FINANCIAL INFORMATION
$20,000 per year for the initial contract year. Budget Code No. 011-0100-000362.
Legislative Tracking
•
Office of the Mayor and Commissioner
Sponsor
Mayor Dan Gelber
ATTACHMENTS:
Description
❑ Sister City Program Ordinance (amendment)
❑ Sister Cities Program MOU Reso (MOU Exhibit A)
Page 897 of 1091
ORDINANCE NO.
AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, AMENDING CHAPTER
2 OF THE CODE OF THE CITY OF MIAMI BEACH, ENTITLED
"ADMINISTRATION," BY AMENDING ARTICLE III, ENTITLED
"AGENCIES, BOARDS AND COMMITTEES," BY AMENDING
DIVISION 15 THEREOF, ENTITLED "SISTER CITIES
PROGRAM" ("PROGRAM"), BY DELETING PROVISIONS
REGARDING THE COORDINATING COUNCIL OF THE
PROGRAM AND PROVIDING THAT THE PROGRAM SHALL BE
ADMINISTERED BY THE MIAMI BEACH CHAMBER OF
COMMERCE AND GOVERNED BY REGULATIONS AS MAY BE
ESTABLISHED BY THE CITY COMMISSION BY RESOLUTION;
AND, PROVIDING FOR REPEALER, SEVERABILITY,
CODIFICATION, AND AN EFFECTIVE DATE.
WHEREAS, in the interest of enhancing the management of the City's Sister City
Program, the Program should be administered by the Miami Beach Chamber of
Commerce.
•
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
SECTION 1. That Division 15, of Article Ill, of Chapter 2 of the Code of the City Miami
Beach is hereby amended as follows:
Chapter 2
ADMINISTRATION
* * *
Article III. Agencies, Boards and Committees
* * *
Division 15. Sister Cities Program
Sec. 2-181. Established; purpose; powers—and ; composition
administration, supporting department.
(a) Established. There is hereby established a Sister Cities Program, whose purposes,
- • - - • - e - ••-• - - • • - - - . -- - • and general governing
regulations are as set forth in this section.
Page 898 of 1091 •
(b) Purpose. --- - _ - _ _ - _ _ _ -. The purposes of the Sister Cities
Program are as follows:
(1) Cause the people of the city and the people of foreign cities to acquire a
consciousness of each other, to understand each other as individuals, as
members of their community, as citizens of their country and as part of the
family of nations:;,
(2) Promote, as a consequence of such knowledge and consciousness, a
continuing relationship of mutual concern between the people of the city and the
people of its sister cities.-: and
(3) Promote art, cultural, educational and business exchanges between .the city
and its sister cities.
•
- - . • -- - •, • • - - - . Administration of Pmdram. The Sister Cities
Program shall be administered by the Miami Beach Chamber of Commerce
pursuant to written agreement between the Chamber of Commerce and the city,
and governed pursuant to regulations as may be established by the city commission
by resolution.
shairpefsen
(flim Supporting department. The supporting department of the program is the office of
the mayor and commission.
SECTION 2. REPEALER.
J
All ordinances or parts of ordinances in conflict herewith be and the same are
hereby repealed.
SECTION 3. SEVERABILITY.
If any section, subsection, clause or provision of this Ordinance is held invalid,
the remainder shall not be affected by such invalidity.
2
Page 899 of 1091
SECTION 4. CODIFICATION.
It is the intention of the Mayor and City Commission of the City of Miami Beach,
and it is hereby ordained that the provisions of this ordinance shall become and be
made part of the Miami Beach City Code. The sections of this ordinance may be
renumbered or relettered to accomplish such intention, and the word "ordinance" may
be changed to "section," "article," or other appropriate word.
SECTION 5. EFFECTIVE DATE.
This Ordinance shall take effect on the day of , 2019.
•
PASSED AND ADOPTED this day of , 2019.
ATTEST:
Dan Gelber, Mayor
Rafael E. Granado, City Clerk
•
APPROVED AS TO
Underline denotes additions FORM&LANGUAGE •
iliethro denotes deletions &F R ELUTION
k 31.1r1
City Attorneytic- Dote
(Sponsored by Mayor Dan Gelber)
•
F:IATTOITURNIORDINANCE\Sister Cities Program Ordinance..doex
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Page 900 of 1091
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
MIAMI BEACH CHAMBER OF COMMERCE
FOR THE ADMINISTRATION OF THE SISTER CITIES PROGRAM
This is a Memorandum of Understanding ("MOU") made and entered into this
day of , 2019, by and between the City of Miami Beach,
Florida, a Florida municipal corporation (the "CITY") and the Miami Beach Chamber
of Commerce, a Florida not-for-profit corporation (the "Chamber") (individually a
"Party" and collectively, the "Parties") for the administration of the Sister Cities Program
(the "Program") on behalf of the City.
WITNESSETH
ZEAS, Sister Cities International (.jGZ) is a nonpartisan 501(c)(3) `igonpFofiit
organization, that.serves:as the national membership association for individual sister cities,
counties and states across'the United States. The mission of SCI_is"To promote peadethrough
mutual respect, understanding, and cooperation Qt a individual,'one community ata time'
-
WHEREAS,_SCI membersfocus on four main areas of exchange;
(1) alts and.culture; '? `
(2) business and trade; •
•
•:•_••,,,t. (3) :community development; and
(4) youth and education; and
H WHERE IS, the City is a member of SCI and currently there are ten (10) Sister Cities
affiliated;wit t the City, however, only one is active; to wit: the City of Fujisawa„::Japan,
estabi-isled in 1958; and
WHEREAS, the Sister Cities affiliated with the City are: (1) Almonte, Spain; (2) Basel,
Switzerland; (3) Brampton, Canada; (4) Fortaleza, Brazil; (5) Fujisawa, Japan; (6) Ica, Peru; (7)
Krumlov, Czech Republic; (8) Nahariya, Israel; (9) Rio de Janeiro, Brazil; and (10) Santa Marta,
Colombia; and
WHEREAS, prior to April 10, 2019, the City's Sister Cities Program (the "Program") had
been administered in conjunction with a Coordinating Council (the "Council"), with the Office of
the Mayor and City Commission being the supporting City staff department; and
WHEREAS, pursuant to Resolution No. 97-22563, the City approved bylaws for the
Program, memorializing the Council structure of the Program; and
WHEREAS, the Sister Cities Program is governed by (1) Division 15, entitled "Sister
Cities Program", of Article III, entitled "Agencies, Boards and Committees", of Chapter 2 of the
Code of the City of Miami Beach, entitled "Administration" (the "Ordinance"); (2) Resolution No.
97-22563, adopted by the Mayor and City Commission; and the guidelines of SCI, all as may be
modified from time to time; and
EXHIBIT
Page 904 bf 1091
WHEREAS, the coordination between the Office of the Mayor and City Commission and
a Sister City can be extremely labor intensive and the City's Council has not been effective, due
in part due to low attendance, as without a quorum, the Council cannot operate; and
WHEREAS, the Miami Beach Chamber of Commerce (the "Chamber") has experience
engaging internationally and can provide vision as to how the Program can be effective and
would serve to enhance the management and administration of the Program; and
WHEREAS, on April 10, 2019, Ordinance No. as adopted, removing
the Coordinating Council structure from the City Ordinance and substituting of the Chamber as
the administrator of the Program; and
WHEREAS, on April 10, 2019, the Mayor and City Commission adopted Resolution No.
, repealing the portion of Resolution No. 97-22563 relating to the approval of
the bylaws of the Sister Cities Program and ratification of the members of the Council; and
approving, in substantial form, a Memorandum of Understanding with the Chamber for the
administration of the Sister City Program for an initial term of one (1) year, with subsequent
automatic annual renewals, ubte ,to termination by either party upon thirty (30) days_notice;
said MOU providing for ari hillier annual management fee to the_Chamber, in the amount of
$20,000, with the management fi..re“or each subsequent renewal term being subject to
appropriation and approvalduring the=City's budgetary-process for each subsequent fiscal year;
and;°further, authorizing the`Mayor aid City Clerk to execute the final MOU; and
WHEREAS, the City'staff member who is designated by tate Mayor to administer this
MOU on behalf of the Crty`shall.'be the Chief of Staff.for the,Office of the Mayor and City
Commission ("Mayor's de'sidnee"):si-
-
NOW, THEREFORE, in consideration of the mutual #duns, conditions, promises,
covenants, and:paymerts hereinafter set forth, the Parties hereby agree as follows:
1. Recitals. The foregoing recitals are hereby acknowledged''as true and correct, and are
incorporated herein by reference.
2. Purpose. The purpose of this MOU is to delineate the relationship between the City and
the Chamber.
3. Fee.
3.1 In consideration of the Services to be provided, including any operational costs and
incidental out-of-pocket expenses related thereto, the Chamber shall be compensated in a lump
sum, in the amount of Twenty Thousand and 00/100 ($20,000.00) Dollars for the Initial Term
(the "Fee"). The Fee for each subsequent Renewal Term shall be subject to appropriation and
approval during the City's budgetary process. The Fee shall be paid in advance at the
beginning of each Term. The Chamber will be responsible for any cost overages for any
expenses that are approved by the Chamber and which exceed the budgeted Fee for the Term.
Any unused portions of the Fee will be rolled over for use during the next ensuing Term.
3.2 Operational and Out-of-Pocket Expenses. Operational costs and out-of-pocket
expenses including, without limitation, the payment of the annual fee to SCI and Official
Page 2 of 12
Page 905 of 1091
Delegation Expenses for an Official Delegation Committee (all as defined in subsection 6.7) will
be paid by the Chamber from the Fee received for that Term.
3.2 Invoicing.
The Chamber shall submit to the City an invoice for the Fee. Upon receipt of an acceptable
invoice, the payment shall be made within forty-five (45) days.
Invoices shall include a detailed description of the Services provided, and shall be submitted to
the City at the following address:
•
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Office of the Mayor and City Commission (Chief of Staff)
4. Term The term of this MOU shall be for one (1) year, commencingupon the date when
all Patties1ave-.executed the MOU.,(the "Initial Terni"), which terry .shall,automatically renew or
additional one»year terms (a "Renewal Term"),1 4ntess otherwise terminated pursuant to the
terms. and conditions of the MOU (the Initial Term and any Renewal Term may be referred to
herein as a "Term"),a.
; F
5. Termination •
Terminatiofl for Cause.
If the,Chamber shall fail to fulfill in a timely m4nn er or:otherwise violates, any of the covenants,
agreements, or`:stipulations material:to this MOU, the City, through its City Manager, shall
thereupon have_;:the right to terminate this .MOU for cause. Prior to exercising its option to
terrnmate:for_cause, the City shall notify the Chamber of its.violation of the particular term(s) of
this'MOO,and shall grant Chamber ten (1-0) days to cure such default. If such default remains
uncured after ten (10) days, the City may terminate this MOU without further notice to the
Chamber. Upon termination, the City shall be fully discharged from any and all liabilities, duties,
and terms arising out of, or by virtue of, this MOU.
Notwithstanding the above, the Chamber shall not be relieved of liability to the City for damages
sustained by the City by any breach of the MOU by the Chamber. The City, at its sole option
and discretion, shall be entitled to bring any and all legal/equitable actions that it deems to be in '
its best interest in order to enforce the City's rights and remedies against Chamber. The City
shall be entitled to recover all costs of such actions, including reasonable attorneys'fees.
5.2 Termination for Convenience.
THE CITY, THROUGH ITS CITY MANAGER, OR THE CHAMBER, THROUGH ITS
AUTHORIZED REPRESENTATIVE, AND FOR ITS CONVENIENCE AND WITHOUT
CAUSE, MAY TERMINATE THE MOU AT ANY TIME DURING THE TERM BY GIVING
WRITTEN NOTICE TO THE OTHER PARTY OF SUCH TERMINATION; WHICH
SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT
BY THE OTHER PARTY OF SUCH NOTICE. ADDITIONALLY, IN THE EVENT OF A
PUBLIC HEALTH, WELFARE OR SAFETY CONCERN, AS DETERMINED BY THE
CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION, THE CITY
Page 3 of 12
Page 906 of 1091
MANAGER, PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO THE
CHAMBER, MAY IMMEDIATELY SUSPEND THE SERVICES UNDER THIS MOU FOR
A TIME CERTAIN, OR IN THE ALTERNATIVE, TERMINATE THIS MOU ON A GIVEN
DATE. IF THE MOU IS TERMINATED FOR CONVENIENCE BY EITHER PARTY, THE
CHAMBER SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED
UP TO THE DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE
DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES, AND TERMS ARISING
OUT OF, OR BY VIRTUE OF, THIS MOU. IN THE EVENT OF A TERMINATION FOR
CONVENIENCE, THE CHAMBER WILL BE ENTITLED TO RETAIN THE TOTAL
AMOUNT OF THE ANNUAL FEE EXPENDED BY THE CHAMBER THROUGH THE •
DATE OF TERMINATION, WITH ANY OVERAGE SUMS BEING DUE AND OWING
TO THE CITY WITHIN THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF
TERMINATION.
5.3 Termination for Insolvency
The City also reserves the right to terminate the MOU in the event the Chamber is_placed,.
either iii voluntary or involuntary :bankruptcy or makes an assignment for the bei eflt of
creditors: fn such event, the right and obligations for the parties shall be'the same as provided
for:lb Section 5`2
6. , Scope of Services:
The Chamber is responsible for the administration of the=Program with its own personnel, which
responsibilities wilt include,;among other things;- providing the following services, provided they
may die funded within the approved Fee for the Terr(l(collectively, the "Services"):
6.1 '': coordinating meetings between forel4r:t dignitaries;; nd the Cities Office of the Mayor and
City Commission and, at the request of the Mayor's designee, attending meetugs with
representatives of the Sister Cities;_.
6.2 coordinating any arts and culture exchanges, youth education exchanges, business and
trade exchanges and community development exchanges;
6.3 vetting any new Sister City which may be interested in and be eligible to be affiliated with
the City, based upon the guidelines set forth in subsection 6.8, and any regulations
established by the City Commission by resolution; and
6.4 ensuring that the City's Program is in compliance with the SCI guidelines, including,
without limitation, updating the data base of the SCI so that all the Sister Cities affiliated
with the City are accurate and payment, on behalf of the City, of the SCI dues due and
owing during the Term.
6.5 Adherence to Standards of Excellence.
6.5.1 The Chamber agrees to comply with all applicable local, state, and federal
laws.
6.5.2 The Chamber will ensure that all personnel engaged in providing the Services
on behalf of the City shall complete the Success University Program
Overview Training once a year, when offered, which training the City offers to
the public at no cost.
Page 4 of 12
Page 907 of 1091
6.5.3 All personnel engaged in providing the Services on behalf of the City shall
observe all the graces of personal grooming, keeping a neat, clean, well
groomed, and comport themselves in a professional and courteous manner,
and shall never have been convicted of a felony.
6.5.4 All personnel engaged in providing the Services on behalf of the City are
considered "ambassadors" of the City and, shall (at a minimum) comport
themselves as follows in the discharge of their duties: greet dignitaries or
other representatives of the Sister Cities upon arrival and departure; make
every attempt to quickly and courteously expedite any reasonable requests
for information with respect to accommodations or other services related to
the Services to be performed under the MOU.
6.6 Within sixty (60) days from the end of each Term, the Chamber will submit to the
Mayor's designee an annual report with respect to the Program for the Term, including all
expenditures and activities occurring during the Term.
6.7 The Chamber will.be responsible for approving the hosting of official delegates of a
Sister..City (`'Official Delegation Committee"), which process will tnolt�de ::preparing an official
itinerary of events and paying'f6,0he following expenses related 16 the Official Delegation
Committee: securing transportation,.;lodging and :meals for the official delegates and in
connection with the evenrOontainettfh the official itinerary (the "Official Delegation Expenses").
The Chamber Will not be responsible for transportation, lodging, meals or other related
expenses for any non of€icial delegates, personnel or;guests of tie Sister City, which are not
pre-approved by the Charm of las,`part of the.Official Delegation Comririttee. Additionally, the
airfare for the Official Detegatiod Committee (or for any other nota-ofl•icial delegates, personnel
or guests) of the Sister City being Costed will be paid.by the SisterCity and therefore not part of
the Official Delegation Expenses.
6.8 Eligibility/Procedu're,for Sister City Affiliation.
6.8.1 Prior to aftreign city"'becoming a sister city to -Miami Beach, the foreign city
would have to meet at least one of the following criteria (the "Program Criteria"):
6.8.1.1 The demographic of the proposed sister city should be similar to Miami
Beach, i.e. population, coastal, deep-sea; and
6.8.1.2 The proposed sister city would have to have some other quality in
common with Miami Beach such as being a major international tourist destination, a significant
historic district, a community heavily involved in the entertainment industry, etc.
6.8.2 The following shall set forth the procedure for establishing a Sister City affiliation:
6.8.2.1 The foreign city must write a letter to the Mayor of the City of Miami
Beach, expressing an interest in establishing a Sister City relationship with Miami Beach
(an "Affiliation Request").
6.8.2.2 Both Cities must exchange basic information on their city and surrounding
region such as population, industry, culture, government structure, maps, etc.;
6.8.2.3 The Chamber will review compliance with the Program Criteria and
submit any Affiliation Requests to the Mayor's designee;
6.8.2.4 The foreign city must pass a resolution in their municipality establishing a
Sister Cities relationship with Miami Beach, Florida.
6.8.2.5 The Miami Beach City Commission must adopt a Resolution establishing
the Sister Cities relationship.
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6.8.2.6 The proper documentation must be submitted to SCI to document the
establishment of an affiliation.
6.9 Submit, for approval by the Mayor and City Commission, any official acts which may be
required by the City including, without limitation, any separations or affiliations of Sister Cities.
7. Insurance Requirements [subject to review by Risk Management].
The Chamber shall secure and maintain in full force during the Term, the following minimum
insurance coverages:
7.1 General Liability, in the amount of$1,000,000; and
7.2 Workers Compensation & Employers Liability, as required pursuant to Florida
Statutes.
The insurance must be furnished by insurance companies authorized to do business in the
State of Florida. All insurance policies must be issued by companies 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,-Oltdwick, New Jersey, or its'equivalent.'
All df:the Chamber's certificates shall contain endorsements providing that written notice shall
be Given to the City at least thirty 00) days prior td.-;`,termination, cancellation or reduction in
coverage in the policy. The insurance certificates for�O'eneral Liability shall include the City as
an additional insuredand shall contain a waiver of subrogation endorsement.
T ,Or •
iginal certificates,,of insurance must be submitted.to.,the City's Risk Manager for-approval
(prior-to any work and/or services commencing) nd will be kept on file in the Office of the Risk
r:
Manager. The City shall have the right to,obtain from the Chamber specimen copies of the
insurance policies in the event that submitted certificates of insurance are inadequate to
ascertafn.compliance with required coverages
The Chamber is also solely responsible for obtaining and submitting all insurance certificates for
any sub-contractors.
Compliance with the foregoing requirements shall not relieve the Chamber of the liabilities and
obligations under any other portion of this MOU.
The Chamber shall not commence any work and or services pursuant to this MOU until all
insurance required under this Section has been obtained and such insurance has been
approved by the, City's Risk Manager.
8. Limitation of City's Liability.
The City desires to enter into this MOU only if in so doing the City can place a limit on the City's
liability for any cause of action, for money damages due to an alleged breach by the City of this
MOU, so that its liability for any such breach never exceeds the sum of $10,000. The Chamber
hereby expresses its willingness to enter into this MOU with the Chamber's recovery from the
City for any damage action for breach of contract to be limited to a maximum amount of
$10,000.
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Accordingly, and notwithstanding any other term or condition of this MOU, the Chamber hereby
agrees that the City shall not be liable to the Chamber for damages in an amount in excess of
$10,000 for any action or claim for breach of contract arising out of the performance or non-
performance of any obligations imposed upon the City by this MOU.
Nothing contained in this section or elsewhere in this MOU is in any way intended to be a waiver
of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes.
9. Indemnification.
The Chamber agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees, agents, and contractors, from and against any and all actions (whether at law or in
equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and
costs, for personal, economic, or bodily injury, wrongful death, loss of or damage to property,
which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other
wrongful conduct of the Chamber, its officers, employees, agents, contractors, or any other
person or entity acting under the.Chamber's control;,,or supervision, in connection wtth_jelated
to,or 01,4result of the Chamber 5\performance of the Services pursuant to this MOU :T`o,that
extent, the Chamber shall pay all such claims jOrietilpsses and.:shall pay all'such costs and
judgments which may issue from any lawsuit arising from such claims and losses, andsnall pay
all costs and attorneys' fees expended by the:pity in the defense of such claims and;losses,
including appeals:.,T•
10 t Promotion of the Services/Sister City affiliations.
At the request of Fthe Mayor's designee, the Chamber willpromote the Sister City affiliations by:
10.1 Displaying, marketing material's provided by the City at the Chambers office and
events. :
402 Creating a web link between its website and. the Chamber's webpage
x administered by the City. -
10.3 Participating in community events sponsored by the City of Miami Beach.
The Chamber shall secure the written consent of the Mayor's designee in connection with any
written marketing or communications materials relating to the promotion of the Services and
Program. Partner may use the City's Marks, in connection with providing the City with the
Services under this MOU, upon the written consent from the Mayor's designee; however, all City
Marks shall remain the property of the City and the Chamber shall not have the right to use said
City Marks subsequent to the completion or early termination of this MOU.
11. Notices.
All notices and communications in writing required or permitted hereunder must be delivered
personally to the representatives of Partner and the City listed below or must be mailed by U.S.
registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of
dispatch)to the addresses set forth below.
Until changed by notice in writing, all such notices and communications shall be addressed as
follows:
TO CHAMBER: Jerry Libbin, President and CEO
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Page 910 of 1091
Miami Beach Chamber of Commerce
1920 Meridian Avenue, 3`d Floor
Miami Beach, Florida 33139
TO CITY: City of Miami Beach
1700 Convention Center Drive 3rd Floor
Miami Beach, Florida 33139
Attention: Dan Gelber, Mayor
With copy to:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Office of the Mayor and City Commission
Attention: Michele Berger, Chief of Staff
Notices hereunder shall br 'effective _ `µ
If delivered personally, on,delivery; if mailed to an address in the city of dispatch, on the day
following the date mailed, and if mailed to an address outside the city of dispatch on the seventh
calendar day following the date mailed.
12. No Discrimination`'
All ;Parties hereby agree to comply.with all applicable Federal, State, Miami-Dade, and City
laws, ordinances and codes, including, without limitation, the Americans with Disabilities Act, as
•,Pp y to
they y a I this MOU
Additionally, the Chamber shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, and public
services on account of actual or perceived race, color, national origin, religion, sex,
intersexuality, gender identity, sexual orientation, marital and familial status, age, disability,
ancestry, height, weight, domestic partner status, labor organization membership, familial
situation, or political affiliation.
13. Duty of Care/Compliance with Applicable Laws/Patent Rights; Copyright; and
Confidential Findings.
13.1 Duty Of Care
With respect to the performance of the work and/or service contemplated herein, the Chamber
shall exercise that degree of skill, care, efficiency and diligence normally exercised by
reasonable persons and/or recognized professionals with respect to the performance of
comparable work and/or services.
13.2 Compliance With Applicable Laws
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Page 911 of 1091
In its performance of the work and/or services, Consultant shall comply with all applicable laws,
ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the
federal government, as applicable.
13.3 Patent Rights; Copyright; Confidential Findings
Any work product arising out of this MOU, as well as all information specifications, processes,
data and findings, are intended to be the property of the City and shall not otherwise be made
public and/or disseminated by the Chamber, without the prior written consent of the Mayor or
Mayor's designee, excepting any information, records etc. which are required to be disclosed
pursuant to Court Order and/or Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in part under this
MOU are intended to be the sole and exclusive property of the City, and shall not be subject to
any application for copyright or patent by or on behalf of the Chamber or its employees or sub-
consultants,without the prior written consent of the Mayor or Mayor's designee
14 Amendments to MOU.
Neither this MOU,icor any of its teras, may be changed,,:modified or otherwise amended except
by aninstrument tn'writing., signed by an authorized representative, which shall be the Mayor
(ort behalf of the City), and authorized representativefor:the Chamber.
15Chambers Compliance with Florida-Public Records Law.
•
•
15.1 Chamber shall comply with Florida Public Records law under Chapter 119: Florida
:Statutes, as may be amended from=fame to time
15.2 The term "public records" shall have the meaning set forth in Section 119.011(12),
which means all documents, papers, letters, maps, books, tapes, photographs, films,
sound recordings, data processing software, or other material, regardless of the
physical form, characteristics, or means of transmission, made or received pursuant to
law or ordinance or in connection with the transaction of official business of the City.
15.3 Pursuant to Section 119.0701 of the Florida Statutes, if the Chamber meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), the Chamber shall:
15.3.1 Keep and maintain public records required by the City to perform the service;
15.3.2 Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes or as otherwise provided by law;
15.3.3 Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as authorized
by law, for the duration of the contract term and following completion of the MOU
if the Chamber does not transfer the records to the City;
15.3.4 Upon completion of the MOU, transfer, at no cost to the City, all public records in
possession of the Chamber or keep and maintain public records required by the
City to perform the service. If the Chamber transfers all public records to the City
upon completion of the MOU, the Chamber shall destroy any duplicate public
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Page 912 of 1091
records that are exempt or confidential and exempt from public records
disclosure requirements. If the Chamber keeps and maintains public records
upon completion of the MOU, the Chamber shall meet all applicable
requirements for retaining public records. All records stored electronically must
be provided to the City, upon request from the City's custodian of public records,
in a format that is compatible with the information technology systems of the City.
15.4 Request For Records; Noncompliance
15.4.1 A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Chamber of the request,
and the Chamber must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
15.4.2 The Chamber's failure to comply with the City's request for records shall
constitute a breach of this MOU, and the City, at its sole discretion, may: (1)
unilaterally terminate the MOU; (2) avail itself of the remedies set forth under the
MOU; and/or(3) avail itself of-any available remedies at law or in egutty
15.4,3 If the Chamber Who fails to provide the public records to the`'tity Within e
reasonable time maybe subject to penalties under s. 119.10. 4
15.5 : Civil Action : _
15.5.1 If a civil action is filed against 4he Chamber to compel production _of public
records relating to the City's contract f r services, the court shall assess and
award against the Chamber the reas8nable costs of enforcement,:' including
reasonable attorney fees, if:
a. The court determines that Ehe: Chamber unlawfully refused to comply with
the public records request Within a reasonabletime, and
b. At least 8 business days before filing the action, the plaintiff provided written
notice of the public records request, irte ading a statement that theChamber
has not complied with the:request, to the:City and to the Chamber.:',
15.5.2 A notice complies with subparagraph (155.1)(b) if it is sent to the City's
custodian of public records and to the Chamber at the Chamber's address listed
on its contract with the City or to the Chamber's registered agent. Such notices
must be sent by common carrier delivery service or by registered, Global
Express Guaranteed, or certified mail, with postage or shipping paid by the
sender and with evidence of delivery, which may be in an electronic format.
15.5.3 If the Chamber complies with a public records request within 8 business days
after the notice is sent is not liable for the reasonable costs of enforcement.
15.6 IF THE CHAMBER HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CHAMBER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS MOU, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
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Page 913 of 1091
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOCa7.MIAMIBEACHFL.GOV
PHONE: 305-673-7411
16. Audit and Inspections.
Upon reasonable verbal and written notice to the Chamber, and at any time during
normal business hours (i.e., 9:00 a.m. — 5:00 p.m., Monday through Friday, excluding
nationally recognized holidays), and as often as the Mayor or Mayor's designee may, in
his/her reasonable discretion and judgement deem necessary, there shall be made
available to the City Manager, and/or such representatives as the Mayor or Mayor's
designee may deem to act on the City's behalf, to audit, examine, and/or inspect, any
and all documents and/or records relating to all matters covered by this MOU. The
Chamber shall maintain.any.;and all such records at its placa,of,b.usiness at.the address
set forth in paragraph 11.€►f tats MOU.
17: Assignment, Transfer or Subcontracting.
The'Chamber shall:not subcontract,assign, or transfer all or any portion of any work and/or
service under this. MOU wntf_out the prior written consent of the Mayor, which consent;`if given
at all, shall be in'the Mayor's solkjudgment and discretion. Neither0this MOU nor any term or
provision hereof,:or right hereunder, shall be assignable unless as'approved pursuant to this
Section, and any attempt to;make Mich assignment(unless approved)shall be void.
18. Litigation JurisdtionNenue/Jury Trial Waiver.
This MOU shall be construed in accordance with the laws. of the State of Florida. This MOU
shall be enforceable in M ami-Dade County, Florida, and if`legal"action is necessary by either
party with respect to the enforcement of any or all of the terms or conditions herein, exclusive
venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering into this
MOU, the Chamber and the City expressly waive any rights either party may have to a trial by
jury of any civil litigation related to or arising out of this MOU.
19. Entire Agreement. This MOU and its Exhibits represent the entire agreement between
the Parties.
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Page 914 of 1091
IN WITNESS WHEREOF, the City and the Chamber have caused this MOU to be
executed by their respective and duly authorized officers the day and year indicated above
FOR CITY: CITY OF MIAMI BEACH
ATTEST.
By.
Rafael E. Granado Dan Gelber
City Clerk Mayor
Date
FOR CHAMBER: MIAMI BEACH CHAMBER OF
COMMERCE
ATTEST:
By:
Print Name/Title Print Name/Title
Date
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