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2007-26593 ResoRESOLUTION NO. 2007-26593 A RESOLUTION OF THE MAYOR AND THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE WAIVER OF THE RENTAL FEES FOR THE USE OF MEETING ROOM AND EXHIBIT HALL SPACE AT THE MIAMI BEACH CONVENTION CENTER, IN THE ESTIMATED AMOUNT OF $173,100, BY THE INTER-AMERICAN DEVELOPMENT BANK (IDB), FOR ITS ANNUAL MEETING IN APRIL, 2008; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A MEMORANDUM OF UNDERSTANDING AND INTERLOCAL AGREEMENT ESTABLISHING THE CITY'S ROLE AND SUPPORT IN RELATION TO THE IDB ANNUAL MEETING. WHEREAS, the Inter-American Development Bank (IDB) was established in 1959 as a development and multi-lateral financial institution that supports economic development and growth in 26 Latin American and Caribbean nations; and WHEREAS, the Annual Meeting of the IDB attracts more than 5,000 attendees, comprised of heads-of-state, cabinet-level ministers, regional and global opinion leaders, and international press; and WHEREAS, the GMCVB, on behalf of Miami-Dade County, the City of Miami, and the City of Miami Beach, coordinated the submission of a proposal, on December 4, 2006, to the IDB, for consideration of Miami-Dade County as the host site for the 2008 Meeting; and WHEREAS, on February 26, 2007, Greater Miami was selected to host the 49'h Annual Meeting of the IDB in April 2008; and WHEREAS, a local host committee, the IDB-Miami 2008 Host Committee, Inc. (Host Committee), is being convened for the purpose of hosting the Annual Meeting and fulfilling obligations with the United States Department of the Treasury to provide certain services and facilities specified and required in the proposal specifications; and WHEREAS, the City of Miami Beach, City of Miami and Miami-Dade County have been asked to provide support to this event, in the form of waivers and/or specific services to the Host Committee, all as substantially set forth in the attached Memorandum of Understanding (MOU) and Interlocal Agreement (Interlocal), specifying the manner and amount of support of each governmental entity; and WHEREAS, the Host Committee has requested a waiver of the rental fees for the use of meeting room and exhibit hall space at the Miami Beach Convention Center, for purposes of hosting the meetings and staff offices of the IDB; and WHEREAS, accordingly the Administration would recommend that the Mayor and City Commission approve and authorize the aforestated waiver, in the estimated amount of $173,100, and further approve and authorize the Mayor to execute the final Memorandum of Understanding and Interlocal Agreement, in substantially the same form as attached in Exhibit "A" hereto. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby authorize a waiver of rental fees for the use of meeting room and exhibit hall space at the Miami Beach Convention Center, in the estimated amount of $173,100, by the IDB for its annual meeting in April, 2008; and further authorizing the Mayor and City Clerk to execute a Memorandum of Understanding and Interlocal Agreement establishing the City's role and suq{5ort irt/ relation to the IDB Annual Meeting. / / PASSED AND ADOPTED this 11th day of July A EST: C~ CI Y CLERK Robert Parcher T:\AGENDA\2007yu11107\Consent\Rental Rate Resolution(2).doc (bD7 David Dermer ppPROVED AS TO FORM ~ LANGUAGE -Ik FOR ~CUTION 7 07 ate TOURISM AND CULTUR/~L DEVELOPMENT COMMISSION ITEM SUMMARY Condensed Title: A Resolution Of The Mayor And The City Commission Of The City Of Miami Beach, Florida, Authorizing The Waiver Of The Rental Fees For Use of Meeting Room and Exhibit Hall Space at the Miami Beach Convention Center In An Amount Projected To Be Approximately $173,100, For Use By The Inter- American Development Bank (Idb) For Their Annual Meeting In April, 2008; And Further Authorizing The Execution Of A Memorandum Of Understanding And Interlocal Agreement Establishing The City's Role And Support In Relation To The Idb Annual Meeting. Ke Intended Outcome Su orted: Increase Community Rating of Cultural Activities Supporting Data (Surveys, Environmental Scan, etc.): In the 2007 Community Satisfaction Survey, 78% of our residents strongly agree/agree that the tourism industry contributes to the quality of life. In addition, 68% of our residents identified as a key driver the job the city does in handlin ma'or events as ve ood/ ood in terms of makin Miami Beach an excellent/ reat lace to live. Issue: Shall the Mayor and City Commission approve the waiver of the rent of the Miami Beach Convention Center for the use of the Inter-American Development Bank for their annual meetin in April, 2008? Item Summary/Kecommendation: The GMCVB, on behalf of Miami-Dade County, the City of Miami and the City of Miami Beach, coordinated the submission of a proposal on December 4, 2006 to the IDB, for consideration of Miami-Dade County as the host site for the 2008 meeting. As required by the IDB bid specifications, the proposal agrees to provide, at no cost to the IDB or the Department of Treasury, meeting rooms, security, offices, telephone facilities, furniture and equipment, office supplies, and transportation, as well as other services. Subsequently, on February 26, 2007, Greater Miami was selected to host the 49th Annual Meeting of the IDB in April 2008. A waiver of the rent for the use of the Miami Beach Convention Center, which will be the host site for the meetings and provide the office space for the support staff, has been discussed as a specific commitment by the City of Miami Beach in support of the IDB meeting. The value of the waiver of the rent for use of the Convention Center is projected to be approximately $173,000. While there had been a preliminary discussion of the potential allocation of cash support, a recommendation and/or commitment of any cash or in-kind has not been made pending the outcome of the property tax reform and budgetary discussions. A Memorandum of Understanding and a subsequent Interlocal Agreement would be executed by the City of Miami, City of Miami Beach, Miami-Dade County and the IDB Host Committee specifically delineating the manner and form of each entity's role in supportin the IDB annual meeting. Adviso Board Recommendation: The Finance Committee approved the proposed waiver of rental fees on June 29, 2007. Financial Information: Source of Amount Account Funds: ~ 2 3 OBPI Total Financial Impact Summary: The value of the rental waiver is projected to be approximately $173,100. Cit Clerk's Office Le islative Trackin Max Sklar, Department of Tourism and Cultural Development Si n-Offs: Department Director As i tan ity anager City Manager MS ~ ~ 9,~1~.t Qmnr~ _ - ~~ ~ AGENDA I1`ERA ~7 / `' C3A7'E 7~//--D m MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov COMMISSION MEMORANDUM To: Mayor David Dermer and Members of the City Commission FROM: Jorge M. Gonzales City Manager DATE: July 11, 2007 SUBJECT: A RESOLUTION OF THE MAYOR AND THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE WAIVER OF THE RENTAL FEES FOR THE USE OF MEETING ROOM AND EXHIBIT HALL SPACE AT THE MIAMI BEACH CONVENTION CENTER IN AN AMOUNT PROJECTED TO BE APPROXIMATELY$173,100, FOR USE BY THE INTER-AMERICAN DEVELOPMENT BANK (IDB) FOR THEIR ANNUAL MEETING IN APRIL, 2008; AND FURTHER AUTHORIZING THE EXECUTION OF A MEMORANDUM OF UNDERSTANDING AND INTERLOCAL AGREEMENT ESTABLISHING THE CITY'S ROLE AND SUPPORT IN RELATION TO THE IDB ANNUAL MEETING. ADMINISTRATION RECOMMENDATION: Adopt the resolution. BACKGROUND ON IDB: The Inter-American Development Bank was established in 1959 as a development institution. The IDB is a multilateral financial institution that supports economic development and growth in 26 Latin American and Caribbean nations. Its lending and technical cooperation programs for economic and social development projects assisted in financing of economic projects. The IDB is the main source of multilateral financing for economic, social and institutional development projects and trade and regional integration programs in Latin America and the Caribbean. It is the oldest and largest regional development bank. The Inter-American Development Bank helps foster sustainable economic and social development in Latin America and the Caribbean through its lending operations, leadership in regional initiatives, research and knowledge dissemination activities, institutes and programs. The Bank assists its Latin American and Caribbean borrowing member countries in formulating development policies and provides financing and technical assistance to achieve environmentally sustainable economic growth and increase competitiveness, enhance social equity and fight poverty, modernize the state, and foster free trade and regional integration. By the end of 2006, the Bank approved over $145 billion in loans and guarantees to finance projects with investments totaling $336 billion, as well as $2.2 billion in grants and contingent-recovery technical cooperation financing. Governance of the IDB is vested in the Board of Governors, which tops the organizational structure of the Bank. Each member country appoints a governor, whose voting power is proportional to the Bank's capital subscribed by his or her country. The Board of Governors delegates many of its responsibilities tothe Board of Executive Directors, which is responsible for the day-to-day oversight of the Bank's operations. Executive Directors serve threeyear terms at IDB headquarters in Page 2 of 3 IDB Annual Meeting Rent Waiver Washington, D.C. The United States of America is represented by the Department of the Treasury, specifically the Secretary of the Treasury. The Annual Meeting of the IDB attracts more than 5,000 attendees comprised of Latin American heads-of-state, cabinet-level ministers, regional and global opinion leaders, and international press. In November 2006, IDB invited the GMCVB, on behalf of Miami-Dade County to submit a proposal to host the Annual Meeting in April 2008. IDB ANNUAL MEETING 2008 The GMCVB, on behalf of Miami-Dade County, the City of Miami and the City of Miami Beach, coordinated the submission of a proposal on December 4, 2006 to the IDB, for consideration of Miami-Dade County as the host site for the 2008 meeting. As required by the IDB bid specifications, the proposal agrees to provide, at no cost to the IDB or the Department of Treasury, meeting rooms, security, offices, telephone facilities, furniture and equipment, office supplies, and transportation, as well as other services. Subsequently, on February 26, 2007, Greater Miami was selected to host the 49th Annual Meeting of the IDB in April 2008. A local host committee, the IDB-Miami 2008 Host Committee, Inc. (Host Committee) is being convened for the purpose of hosting the Annual Meeting and fulfilling the obligations with the United States Department of the Treasury to provide the services and facilities specified and required in the bid specifications. This local Host Committee, comprised of community members and local, national and international business leaders, is responsible for the fundraising necessary to cover most of the above-referenced costs of the meeting. Jorge Arrizurieta, formerly the director of the Free Trade Areas of the America Secretariat (FTAA), has served as the point person on this effort and as a representative of the Host Committee. The City of Miami Beach, City of Miami and Miami-Dade County have been asked to provide support to this event in the form of waivers and/or specific services to the Host Committee for the purpose of assisting the Host Committee in satisfying its obligations to the Department of the Treasury, as would be subsequently set forth in a Memorandum of Understanding (MOU) and Interlocal Agreement (Intetiocal), specifying the manner and amount of support as determined by the each governmental entity. Each governmental entity will also be represented on the Host Committee. For the past several months the local governments have been conferencing with the representatives of the Host Committee and the U.S. Department of the Treasury regarding the MOU that is required of host cities for this event. It has been the local governments' position that the Host Committee should assume all responsibility for the coordination and fundraising for this meeting, and should be a party to any MOU. Following discussion with the Department of the Treasury and the IDB, it was agreed that, unlike the process that has been used in executing previous MOU's for IDB meetings in the United States, this MOU would include the Host Committee as well as the local governments as executors, and would clearly state that the local governments would only be responsible for any costs that may be specifically stipulated in a subsequent Interlocal Agreement. At this time, only the waiver of the rent for the use of the Miami Beach Convention Center, which will be the host site for the meetings and provide the office space for the support staff, has been discussed as a specific commitment by the City of Miami Beach. The value of the waiver of the rent for use of the Convention Center is projected to be approximately $173,000 (for use of Halls B and C, and A,B,C, and 2"d level D Meeting rooms). While there had been a preliminary discussion of the potential allocation of cash support, a recommendation and/or commitment of any cash or in-kind has not been made pending the outcome of the property tax reform and budgetary discussions. In particular, we have expressed our concerns regarding the necessary security requirementsforthls Page 2 of 3 IDB Annual Meeting Rent Waiver event, and have advised that Host Committee representative that it is our expectation that security costs incurred by the City for this event will be covered by the Host Committee through their fundraising efforts. In addition, the MOU requires that the IDB be extended certain rights, such as tax exemptions typically available to governmental entities. We have advised the Department of Treasury that they are responsible for providing any documentation that would extend any tax exemption to the IDB. CONCLUSION: The IDB annual meeting presents an opportunity for the Greater Miami area to host a high profile, international event. The City of Miami Beach's participation as the host site for the meetings and for staff offices is an integral part of the success if this event. The City's commitment of support is limited to those activities specifically identified in the Memorandum of Understanding and the Interlocal Agreement that would be subsequently executed by the City, the other governmental entities and the Host Committee. At this venture, only the waiver of rents for the use of the facility is recommended. JMG/HMF/mas AGREEMENT BETWEEN THE UNITED STATES DEPARTMENT OF THE TREASURY, THE IDB-MIAMI 2008 HOST COMMITTEE, INC., MIAMI DADE COUNTY, THE CITY OF MIAMI AND THE CITY OF MIAMI BEACH, FLORIDA I. Basis of this agreement The IDB-Miami 2008 Host Committee, Inc. (the "Host Committee"}, Miami Dade County and the Cities of Miami and Miami Beach, Florida (collectively, the "Executing Agencies") desire to have the Forty-ninth Annual Meeting of the Board of Governors of the Inter-American Development Bank, and the Twenty- third Annual Meeting of the Boazd of Governors of the Inter-American Investment Corporation, take place in Miami Beach from Apri14 to 8, 2008. The Executing Agencies, in view of the valuable benefits which will accrue to the community of Greater Miami as a result of these meetings' taking place in the region, are willing to provide without charge to the Inter-American Development Bank certain services and facilities. Based upon this offer by the Executing Agencies, the Secretary of the Treasury has extended to the Inter-American Development Bank an invitation for the United States to host the Forty-ninth Annual Meeting of the Board of Governors in Miami Beach. That offer includes the hosting of the Twenty-third Annual Meeting of the Board of Governors of the Inter-American Investment Corporation. This Agreement is entered into to ensure that the Executing Agencies will provide services and facilities specified herein in the manner and to the extent provided herein. II. Definitions The "Host Committee" refers to the non-profit corporation organized under the laws of the State of Florida known as The IDB-Miami 2008 Host Committee, Inc. which has been formed for the purpose of hosting the IDB Annual Meeting as defined herein and shall be the Executing Agency primarily responsible for the fundraising, costs, expenses and support functions associated with hosting the IDB Annual Meeting that are allocated to the United States. "Executing Agencies" means collectively the Host Committee, the county government of Miami Dade, a county established under the laws of the State of Florida, as well as the city governments of Miami and Miami Beach, cities established under the laws of the State of Florida. "IDB" means the Inter-American Development Bank. "IIC" means the Inter-American Investment Corporation. "Local Governments" means the government of Miami-Dade County, a political subdivision of the State of Florida, and the governments of the City of Miami and the City of Miami Beach, cities established under the laws of the State of Florida which have agreed to provide specific support functions associated with hosting the IDB Annual Meeting as identified herein. "Meeting" means the Forty-ninth Annual Meeting of the Board of Governors of the IDB and the Twenty-third Annual Meeting of the Board of Governors of the IIC, to be held from Apri14 to April 8, 2008. A "Sponsorship" is the contribution of monetary or in-kind resources, including the provision of services. A "Sponsor" is a private sector entity who has entered into a "Sponsorship Agreement" in order to provide Sponsorship as provided herein. The term "Sponsor" as used herein shall include officers, employees, contractors, subcontractors and similar parties associated with any Sponsor for the purposes of a Sponsorship. III. Responsibilities of the Executing A encies A. The Executing Agencies agree to accept the designation by the Department of the Treasury to be the "Executing Agencies" under an agreement between the Department of the Treasury and the IDB to hold the Meeting in Miami Beach. The Executing Agencies shall cooperate with the Department of the Treasury and the IDB in planning and implementing the Meeting and shall perform all responsibilities that are allocated to the Executing - - Agencies ceder iris Agreement. By entering -into this Agreement, the Parties agree that the Local Governments. expressly retain all the limitations and protections afforded governmental entities under §768.28 of the Florida Statutes. B. To the extent required by existing law, the Local Governments shall: 1. Recognize the privileges, immunities, and exemptions granted by the United States to the Governors, the Executive Directors, and their Alternates, as well as other IDB and IIC officials and employees, in Article VII, Section 8 of the Agreement Establishing the IIC, as well as in Article XI, Section 8 of the Agreement Establishing the IDB. 2. Grant the IDB the tax exemptions indicated in Sections 9 of Articles VII and XI of the Agreements establishing the Corporation and Bank, respectively. C. Pursuant to and within the limitations imposed by Section N, the Executing Agencies shall provide, at no charge to the IDB or to the Department of the Treasury or any other agency of the United States Govenunent, and for the exclusive use of the Meeting, the meeting rooms, offices, telephone facilities, furniture and equipment, office supplies, transportation and other services listed below: 1. Meeting rooms for the Inaugural Session and other plenary sessions of the Boazd of Governors; for the Committee of the Boazd of Governors, seminazs and the working groups that may be set up during the meeting, and the adjacent special azeas with such adaptations, installations and services as may be required, as indicated in ANNEX A. 2. Offices and special areas for the use of the Chairman of the Board of Govemors, President, Executive Directors, Executive Vice President, Vice Presidents, Managers of the IDB and the IIC, as well as the Secretariat of the Meeting, with the adaptations, installations and services as indicated in ANNEX A. 3. Telephones and fax equipment with intercom adaptations in the existing telephone system and such supplementary facilities as are necessary, as well as an Ethernet Local Area Network. The Executing Agencies will also provide the fax lines and equipment for the press and participants, and other IDB telecommunication lines, as indicated in ANNEX B. 4. Microcomputers, printers and fax machines for the use of the IDB _ _ _ __ __ and lIC__ del . a ion stat~and S~cretariat.~f_ the meting, ass detailed in _ __ ANNEX C. 5. Furniture and office equipment for working azeas as listed in ANNEX D. 6. Office supplies, material for reproduction of documents, and other expendable items as listed in ANNEX E. 7. Transportation. Organization and supervision of the local transportation service for participants between the airport and the official hotels and meeting site, as well as any other sites for activities connected with the meeting in accordance with the specifications contained in ANNEX F. 8. Airport Reception Services. Organization and supervision. of the airport reception services at the Miami International Airport for the Heads of Delegation, Executive Directors, and High Level Management of the IDB and IIC. The IDB will designate an employee who will collaborate with authorities of the Executing Agencies in respect of these services. 9. Security. Security services necessary for the Meeting at the Miami Beach Convention Center ("Convention Center"), hotels housing official delegations, parking areas and wherever activities of the Meeting are held. These services will include police protection, fire prevention and any supplementary measures which should prudently be adopted inside and outside of the places indicated. The Executing Agencies shall also provide an individual whose sole responsibility shall be the coordination of the Executing Agencies' security services at the Meeting. Security services in some areas will be required in advance of the Inaugural Session and shall last until after the closing of the Meeting, according to a written security plan to be previously agreed upon by the liaison officer of the IDB, Treasury's Duector of Security and the Local Governments. Treasury shall advise the IDB and the Local Governments of the individual it designates as Director of Security. 10. Emer,~~ency medical care. Emergency medical service at the Convention Center, which will be in operation from Apri13 to 9, 2008. 11. General services for participants. In addition to the other facilities to be provided by the Executing Agencies under this Agreement, the following services should also be made available: (a) Banking services (currency exchange, travelers checks), ATM with cashing facilities, postal services (postage stamps, dispatch), travel agencies and/or airline representatives, with _ the nececca~ facilities_ fi~rnishings_and_.sunnli s com uters, _ telephones and fax machines at the meeting site. (b) Coffee services for the IDB/IIC offices and Press Room, and water service for the meeting rooms. These services will be planned jointly by the IDB and the Executing Agencies. (c) Audiovisual recording and production of the Inaugural Session. This service requires at ,least four cameras for the recording of the Session and the closed circuit transmission of the event, as well as the TV crew to handle the equipment during taping and broadcasting. The equipment and personnel required are indicated in detail in ANNEX J. (d) Closed Circuit Television coverage of the Sessions, including the placement of cameras in the meeting rooms and monitors in the Press Area. (e) Pressroom and communication facilities for journalists as specified in detail in ANNEX L. 12. Accommodations. In order to insure that adequate accommodations for the participants may be provided, the Executing Agencies will cooperate with the IDB and will support its efforts with the hotels listed below, to obtain the number of rooms that ate required to meet the estimated demand for housing, as specified in ANNEX G. In addition, in consultation with the IDB, the Executing Agencies will negotiate the hotel rates and other contractual terms and will subsequently manage the hotel reservation system for Annual Meeting participants. 13. Simultaneous interpretation recording and sound amplification facilities in all meeting rooms and for all events as detailed in ANNEX M. All equipment must conform to the technical specifications contained in ISO standards 4043 and 2603, or equivalent, referred to in ANNEX M. The technical staff assigned to operate this equipment should have ample expertise and will work in close cooperation with the Bank's technical staff. 14. Local staff. The Executing Agencies will cover the cost of local staff required by the Meeting Secretariat. The positions and corresponding work periods are contained in ANNEX I. To allow for the preparation of identity cards, the Executing Agencies will send the names and photographs of these persons to the IDB in Washington by February 25, 2008. The Executing Agencies also will be responsible for accrediting all support, service, and security personnel needed to meet the needs of the Annual Meeting and for providing them with identification that gives them -c~CC~ss -to~11e 1VtePsi*+_g_*nn*n nr moms.-- - --- 15. Social functions. The Department of the Treasury may, through the Treasury Liaison Officer, request that the Executing Agencies provide funding and make the necessary arrangements for not to exceed two social functions. In the event that the Department of the Treasury requests one or both functions, the Executing Agencies shall, to the satisfaction of the Department of the Treasury and the IDB, provide funding and, in conjunction with the Department of the Treasury, make the necessary arrangements for the function(s). The IDB and the Executing Agencies shall provide for Treasury approval a list of the individuals hosting and/or providing funding for, and a list of the individuals to be invited to, any such function(s). Any list of individuals proposed to host a function shall be provided to the Department of the Treasury for approval at least one week before the individuals on the list are notified that they are to host the function. Any such list of individuals proposed to be invited to attend a function shall be provided to the Department of the Treasury for approval at least two weeks before any invitations are issued. 16. Electricity supply. The Executing Agencies will provide the electricity needed to meet the demands of the Annual Meeting. D. Except as may be expressly authorized in writing by the IDB, the Executing Agencies will cooperate with the IDB to prevent any commercial logos from being used at the Meeting venue or in the materials distributed to the participants, strictly prohibiting any marketing activities unless expressly authorized by the IDB. E. Sponsorships: The Host Committee and the IDB shall mutually agree on the identity and proposed role in the Annual Meeting of any Sponsor prior to the award of any Sponsorship or the execution of any Sponsorship Agreement. Notwithstanding, the Host Committee shall conduct appropriate due diligence prior to proposing any entity for Sponsorship. Additionally, and solely in respect of Sponsors selected to provide the services specified under Section III (C) above, such Sponsorship shall be awarded pursuant to a Sponsorship Agreement with the Host Committee that includes, at a minimum, the Guidelines appended hereto. IV. Responsibilities of the Local Governments A. The Local Governments shall provide, on anon-exclusive basis, items and services for the purpose of satisfying the Executing Agencies' obligations to the Department of the Treasury as set forth in Section III, paragraphs (C)(7)-(10), in the manner, amounts, and proportions which shall be set forth in a separate written agreement(s) among the Executing Agencies - - witl} notice of the contents thereof io the Department of~he Treasury. For _ the avoidance of doubt, the Parties acknowledge that the Host Committee may also provide items and services as set forth in Section III, paragraphs (C)(7)-(10): In advance of executing any separate written agreement that allocates responsibilities amongst the Local Governments and the Host Committee, the Host Committee and Local Governments agree to notify the IDB and the Department of the Treasury of the specific items and services that the Local Governments have agreed to provide with the goal of addressing any issues or concerns in advance of execution of such separate agreement(s) among the Executing Agencies. The initial notification of the specific items and services that the Local Governments agree to provide will be provided to the IDB and the Department of the Treasury by no later than October 1, 2007. B. The Parties specifically understand, acknowledge and agree that by agreeing to assist the Host Committee in satisfying the Executing Agencies' obligations set forth in Section III, paragraphs (C)(7)-(10), the Local Governments are not assuming any of the obligations to comply with the requirements of Section III, paragraphs (C)(1)-(6) and (C)(11)- (15) unless specifically agreed upon in a sepazate written agreement(s) among the Executing Agencies. The Local Governments will have no liability for any deficiencies or failure by the IDB, the Department of the Treasury, another federal agency or the Host Committee for those items and services that the IDB, the Department of the Treasury, another federal agency or the Host Committee agree to provide. By entering into this Agreement, the Local Governments specifically and expressly retain all sovereign immunity available under law and retain all the protections afforded governmental entities under §768.28 of the Florida Statutes. V. Responsibilities of the Department of the Treasury The Department of the Treasury shall seek to enter into a Memorandum of Understanding between the IDB and the Government of the United States of America, which will designate Miami Beach, Florida, as the site of the Meeting. That agreement will set forth certain responsibilities of the Department. of the Treasury and other agencies of the United States Government. The Department of the Treasury will cooperate with the Executing Agencies and the IDB in planning and implementing the Meeting. VI. Responsibilities of the IDB The IDB, in accordance with the needs of the Meeting, shall provide the staff, documents, materials, equipment, facilities, and services as defined in the Memorandum of Understanding between the IDB and the Department of the Treasury. The Department of the Treasury will have no liability to the Executing Agencies for any deficiency or failure by the IDB to provide the items and ser-vices-the~DB agrees~o prQVide~n such agceeme~t. __. VII. IDB as Beneficiary The Parties to this Agreement expressly acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the IDB is and shall be an intended third party beneficiary of this Agreement, notwithstanding the fact that the IDB is not a party to this Agreement and is not responsible for any of the obligations of the Parties hereunder., The Parties to this Agreement acknowledge and agree that the third party beneficiary rights of the IDB have vested, and that the IDB has relied on its third party beneficiary rights under this Agreement in entering into a separate Memorandum of Understanding with the Department of the Treasury for matters related to the conduct of the Annual Meeting. Additionally, the Parties agree to include, in any and all Sponsorship Agreements with Sponsors selected to provide the services specified under Section III (C) above, a provision in substantially the form as that set forth above rela3ing to, and explicitly reciting, the IDB's third party beneficiary rights under such subsequent agreements. VIII. Designation of Liaison Officers A. The Executing Agencies shall each appoint a Liaison Officer with the IDB and the Department of the Treasury to be responsible for coordinating applications of the pertinent measures for which the Executing Agencies are responsible. To this end, such Liaison Officers will have the necessary authority,. resources and organizational means available. The Liaison Officers will also channel communications from the IDB and the Department of the Treasury to the Local Governments and the Host Committee concerning the Meeting. (i) The Host Committee will appoint as its Liaison Officer with the other Executing Agencies, the Department of the Treasury, and the IDB to be responsible for coordinating application of the pertinent measures for which the Host Committee is responsible. To this end, he/she will have the necessary authority, resources and organizational means available. The Liaison Officer will also channel communications from the IDB, the Department of the Treasury, and the other Executing Agencies concerning the meeting. (ii) The County of Miami Dade appoints as its Liaison Officer with the other Executing Agencies, the Department of the Treasury, and the IDB to be responsible for coordinating application of the pertinent measures for which the County of Miami Dade is responsible. To this end, he/she will have the necessary authority, resources and organizational means available. The Liaison Officer will also channel communications from the IDB, the Department of the Treasury, and the other Executing Agencies concerning the meeting (iii) The City of Miami appoints as its Liaison Officer with the other Executing Agencies, the Department of the Treasury, and the IDB to be responsible for coordinating application of the pertinent measures for which the City of Miami is responsible. To this end, he/she will have the necessary authority, resources and organizational means available. The Liaison Officer will also channel communications from the IDB, the Department of the Treasury, and the other Executing Agencies concerning the meeting. (iv) The City of Miami Beach appoints as its Liaison Officer with the other Executing Agencies, the Department of the Treasury, and the IDB to be responsible for coordinating application of the pertinent measures for which the City of Miami Beach is responsible. To this end, he/she will have the necessary authority, resources and organizational means available. The Liaison Officer will also channel communications from the IDB, the Department of the Treasury, and the other Executing Agencies concerning the. meeting. B. The Department of the Treasury shall appoint ,IDB Desk Officer, the Liaison Officer with the Executing Agencies and the IDB to be responsible for coordinating application of the pertinent measures for which the Department of the Treasury is responsible. To this end, he/she will have the necessary authority, resources and organizational means available. The Department of Treasury's Liaison Officer will also channel communications from the IDB and the Executing Agencies concerning the meeting. The Treasury Department shall also advise the Executing Agencies of the individual it designates as Director of Security. C. The IDB will appoint Ms. Gabriela G. Sotela, Deputy Secretary of the IDB and IIC, as its Liaison Officer with the Executing Agencies and the Department of the Treasury. She shall be responsible for coordinating application of the measures for which the IDB is responsible. To this end, she will have the necessary authority, resources and organizational means available. She will also channel communications from the Executing Agencies and the Department of the Treasury concerning the Meeting. D. Each organization listed above may change its Liaison Officer by so informing the other organizations previously in writing. IX. Reimbursement Agreement A. The Executing Agencies acknowledge that in order for the Meeting to be held in Miami Beach, it is necessary for the United States Government to arrange that the facilities and services listed above in Section III (C) be provided to the IDB at no cost to the IDB. The Executing Agencies and the Department of the Treasury agree that neither the Department of the Treasury, nor any other agency of the United States Government, will incur any cost attributable to the listed facilities and services which are to be provided by the Executing Agencies. If the Executing Agencies, or the Sponsors with whom the Host Committee has contracted for the provision of services specified under Section III (C) above, do not perform as required by this Agreement, and the IDB or other person or organization presents a claim to the Department of the Treasury for compensation, or seeks the provision of any good, service, or facility, which claim the authorized representative of the Department signing below or his successor finds in good faith and in the reasonable exercise of prudent judgment to be justified (such fmding not to be unreasonably withheld), then the Executing Agencies, in the manner allocated to each Executing Agency in Sections III and N and any subsequent agreement entered into thereunder, and within the limitations imposed by those Sections and any subsequent agreement, shall pay that claim, or, if lawful and feasible, provide that good, service or facility, upon receiving such notice from the Department of the Treasury. In the event that, in the determination of IDB and the Department of the Treasury, the Executing Agencies or the Sponsors with whom the Host Committee has contracted for the provision of services specified under Section III (C.) above do not provide such good, service or facility within a reasonable time, or would not be able to do so (in order to meet requirements of timeliness of performance, among other relevant considerations), IDB may itself incur reasonable expenses to purchase or otherwise arrange to procure that good, service or facility. Reasonable and timely advance notice shall be provided by IDB to the Department of the Treasury and the Executing Agencies prior to incurring such expenses. The IDB shall be deemed to have satisfied this notice requirement upon transmittal of an electronic mail to the Liaison Officer for the Host Committee, who shall notify the other Liaison Officers designated pursuant to this Agreement. In these circumstances, the Host Committee will reimburse the IDB for any expenses so incurred unless such expenses arise from the nonperformance of an obligation specifically agreed to by a Local Government under Section N or pursuant to a subsequent agreement entered into thereunder. In that instance, the Local Government shall be responsible to reimburse the IDB for such expense. Further, if the Executing Agencies do not perform as required by this Agreement, or subsequent agreements entered into under Section IV, and as a result the Department of the Treasury or any other agency of the United. States Government incurs any cost, the Executing Agencies, in the manner allocated to each Executing Agency in Sections III and N and any subsequent agreements entered into thereunder, and within the limitations imposed by those Sections and subsequent agreements, agree to pay to the Department of the Treasury: any cost so incurred by the Department or other Federal agency; any costs of defending against claims by the IDB or other persons or organizations; and any liabilities or judgments resulting from such claims, so that the Department of the Treasury or other Federal agency is held harmless. The Executing Agencies further agree in the manner allocated to each Executing Agency in Sections III and N and any subsequent agreements entered into thereunder, and within the limitations imposed by those Sections and subsequent agreements, to fully 10 indemnify the Department of the Treasury or other Federal agency if the Department or other Federal agency becomes liable to any third person for loss or damage to property, death, or bodily injury as a result of Executing Agencies' performance or nonperformance of their obligations under this Agreement. The Department of the Treasury agrees that Miami Dade County, the City of Miami and the City of Miami Beach aze not responsible for nonperformance of any obligation under this Agreement that is undertaken by the other Local Govemments and that Miami Dade County, the City of Miami and the City of Miami Beach are not responsible for nonperformance by the Host Committee of any obligation undertaken by the Host Committee or a Sponsor under this Agreement. It is also agreed that if the IDB, the Department of Treasury or other Federal agency seeks reimbursement under this Section, reimbursement will only be sought from the Host Committee unless otherwise provided in Section N herein or in any subsequent agreement entered into thereunder. B. It is understood that the Host Committee will be purchasing Event Insurance to cover third-party liability that might be incurred in connection with the Meeting. The Host Committee agrees to remain in existence for one yeaz after the conclusion of the Meeting, and agrees that its Event Insurance policy will remain in effect for the statute of limitations period for any third-party liability causes of action covered by the Event Insurance policy. The Host Committee will provide a copy of its Event Insurance policy for review and approval by [the Local Governments,] the Department of the Treasury, and the IDB prior to its execution. X. Coordination and Disputes A. The Executing Agencies and the Department of the Treasury will inform the Liaison Officer for the other Parties of all communications with the IDB which relate to this Agreement. For the purpose of facilitating the prepazations for and the execution of activities and services necessary for the Meeting, the Liaison Officer of the Department of Treasury will need some discretion to make decisions with regazd to preparation for and execution of the Meeting without undue delay caused by the inaction of or disagreement with the Executing Agencies. If the Executing Agencies, individually or collectively, disagree with a request for services and/or goods to the Executing Agencies by the Department of Treasury Liaison Officer, then the Department of Treasury Liaison Officer (if the matter cannot be resolved in good faith) shall promptly convene a mediation session with the Executing Agencies before a mediator agreed to by the Parties, which session may occur by telephone to attempt to resolve the dispute. If after such mediation session a dispute arising under or relating to this Agreement or otherwise relating to the Meeting remains, the Executing Agencies will abide by the decision of the Liaison Officer of the Department of Treasury, and proceed in accordance with that decision. In such event, the Parties agree that the Executing Agencies 11 waive nothing in abiding by the decision of the Liaison Officer of the Department of Treasury and may still pursue remedies in a court of competent jurisdiction. The Department of the Treasury also may pursue any remedy it seeks under this Agreement in a court of competent jurisdiction. B. Subject to the reimbursement provisions and the right of the IDB to incur reasonable expenses to purchase or procure goods, services or facilities as set forth in Section IX (A) above, the Parties hereto acknowledge and agree that if any dispute shall arise between any Executing Agency or the Host Committee, as applicable, and the IDB as to any matter or thing in connection with the Annual Meeting which cannot be settled by amicable agreement, then, upon any Party giving written notice of the difference or dispute to the other, the same shall be referred to arbitration and final determination by a single arbitrator. The azbitration shall be administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The place of azbitration shall be Miami, Florida. The language to be used in the azbitral proceedings shall be English. The arbitrator shall have legal counsel if so desired or if one of the Parties so requests. The expenses of any arbitration proceeding shall be borne equally by the Executing Agency and the IDB. XI. Additional Terms and Conditions A. Standards of performance: The Parties shall fulfill their obligations for the Annual Meeting with the highest standards of professionalism, and shall respect the significance and dignity of the Annual Meeting and the chazacter of the IDB as a public international organization. B. Security: Subject to Section III (C) (9), access to the Annual Meeting shall be limited. Each Party shall respect all regulations concerning security in relation to the Annual Meeting, shall cooperate as necessary with security officials, and shall otherwise respect any regulations concerning access to facilities or persons as may be requested by IDB, security officials and other officers overseeing the facilities or activities of the Annual Meeting. C. Use of the IDB's name and other symbols: No Party shall use the name or other symbols of the IDB for any purpose except with the express prior written authorization of the IDB. No Party shall use the IDB's name or other symbols for commercial purposes, including the promotion, advertising or marketing of its facilities, products or services. No Party shall state or imply that the IDB or IIC endorse its name, business, products or services. 12 D. Confidentiality: A Party may have access to privileged, confidential and/or proprietary information of the IDB, or in possession of the IDB but pertaining to another party ("Confidential Information'. A Party may also have access to information concerning arrangements for the Annual Meeting, and discussions of members of the Board of Governors, IDB Executive Directors and Management, all of which shall be deemed Confidential Information. Under no circumstance, except with the IDB's express written permission, shall any Party reproduce, sell, assign, license, market, transfer, give or otherwise disclose to any person or organization, in any manner or form, during or after the expiration of this Agreement, such Confidential Information or any part thereof, except as required by law or court order (in which case, the disclosing Party shall promptly notify the IDB in writing of such obligation to disclose, its nature and extent). E. Rights in intellectual property: Any material produced by or worked upon by a Party for the purposes of the Annual Meeting in the form of audio and visual recording of sessions and printed and electronic files in relation to the Annual Meeting shall be the sole and exclusive property of the IDB and as such the IDB shall have the exclusive title and rights to such material, including the right of dissemination, reproduction and publication. F. Access to and inspection of work: The IDB shall at all times have access to any facilities, services or work being provided for the Annual Meeting. The IDB shall have the right to comment at any time on a Party's performance and to request modifications in performance.. G. Advertisement or other Commercial Activities: No Party shall advertise any business, product or service or otherwise engage in commercial activities in the context of the Annual Meeting except as expressly authorized by IDB. The Host Committee will monitor the activities of all Sponsors to ensure compliance with all sponsorship requirements imposed by IDB. If the Liaison Officer of the IDB believes that an alteration, relocation or removal of any advertisement is required, the IDB will immediately notify the Liaison Officer of the Host Committee in order to agree on how to remedy the situation. The IDB shall not be liable for any costs or expenses associated with any agreed-upon alteration, relocation or removal. XII. Amendments This Agreement may be amended by the written agreement of the Department of the Treasury and the Executing Agencies. The ANNEXES of this Agreement are an integral part hereof and may also be amended by written agreement of the Parties, or if the business of the Meeting so requires, by common written consent of the Liaison Officers appointed by the Executing Agencies and the Department of the Treasury. 13 XIII. Representations The Executing Agencies warrant that they have taken all necessary actions to enter into this Agreement and that the undersigned official signing on behalf of each Executing Agency is authorized to bind the respective Executing Agency to the obligations contained here. XIV. Effective Date of the Ap~-eement This Agreement will be effective when signed by all Parties. FOR THE DEPARTMENT OF THE TREASURY Dated: FOR IDB-MIAMI 2008 HOST COMMITTEE, INC, THE EXECUTING AGENCY CHAIR JORGE L. ARRIZURIETA SECRETARY Dated: Dated: FOR MIAMI DARE COUNTY Clerk of the Board MAYOR CARLOS ALVAREZ Dated: Dated: 14 FOR THE CITY OF MIAMI CITY CLERK MAYOR MANNY DIAZ Dated: Dated: FOR THE CITY OF MIAMI BEACH CITY CLERK MAYOR DAVID DERMER Dated: Dated: 15 GUIDELINES FOR SPONSORS CONTRACTED FOR THE PROVISION OF SERVICES SPECIFIED UNDER SECTION III (C) Each Sponsor contracted by an Executing Agency for the provision of services specified under Section III (C) shall be appointed pursuant to a formal Sponsorship Agreement. These Guidelines shall be an Annex to, and shall be incorporated by reference into, such Sponsorship Agreement, and the obligations of the parties to such Agreement shall include the following: Standards of performance: Each Sponsor shall fulfill the requirements of a Sponsorship with the highest standards of professionalism, and shall respect the significance and dig-city of the Annual Meeting and the character of the IDB as a public international organization. Security: Access to the Annual Meeting by Sponsors shall be limited and as authorized by IDB. Each Sponsor shall respect all regulations concerning security in relation to the Annual Meeting, shall cooperate as necessary with security officials, and shall otherwise respect any regulations concerning access to facilities or persons as may be requested by IDB, security officials and other officers overseeing the facilities or activities of the Annual Meeting. Use of the IDB's name and other symbols: A Sponsor shall not use the name or other symbols of the IDB for any purpose except with the express prior written authorization of the IDB. A Sponsor shall not use the IDB's name or other symbols for commercial purposes, including the promotion, advertising or marketing of its facilities, products or services. A Sponsor shall not state or imply that the IDB or IIC endorse its name, business, products or services. Confidentiality: A Sponsor may have access to privileged, confidential and/or proprietary information of the IDB, or in possession of the IDB but pertaining to another Party ("Confidential Information"). A Sponsor may also have access to information concerning arrangements for the Annual Meeting, and discussions of members of the Board of Governors, IDB Executive Directors and Management, all of which shall be deemed Confidential Information. Under no circumstance, except with the IDB's express written permission, shall Sponsors reproduce, sell, assign, license, mazket, transfer, give or otherwise disclose to any person or organization, in any manner or form, during or after the expiration of a Sponsorship Agreement, such Confidential Information or any part thereof, except as required by law or court order (in which case, the Sponsor shall promptly notify the IDB in writing of such obligation to disclose, its nature and extent).. Rights in intellectual property: Any material produced by or worked upon by a Sponsor for the purposes of providing the Sponsorship, in the form of audio and visual recording of sessions and printed and electronic files in relation to the Annual Meeting, shall be the sole and exclusive property of the IDB and as such the IDB shall have the exclusive title and rights to such material, including the right of dissemination, reproduction and publication. 16 Access to and inspection of work: The IDB shall at all times have access to any facilities, services or work provided under a Sponsorship. The IDB shall have the right to comment at any time on the Sponsor's performance and to request modifications in performance and in preparation of the work within the scope of the Sponsorship. Advertisement or other Commercial Activities: A Sponsor shall not advertise any business, product or service or otherwise engage in commercial activities in the context of the Annual Meeting except as expressly authorized by IDB. The Host Committee will monitor the activities of all Sponsors to ensure compliance with all sponsorship requirements imposed by IDB. If the Liaison Officer of the IDB believes that an alteration, relocation or removal of any advertisement is required, the IDB will immediately notify the Liaison Officer of the Host Committee in order to agree on how to remedy the situation. The IDB shall not be liable for any costs or expenses associated with any agreed-upon alteration, relocation or removal. IDB as B.eneficiarv: .Each of the Host Committee and the Sponsor expressly acknowledge and agrees that, notwithstanding anything in this Agreement to the contrary, the IDB is and shall be an intended third party beneficiazy of this Agreement, notwithstanding the fact that the IDB is not a Party to this Agreement and is not responsible for any of the obligations hereunder. The Parties to this Agreement acknowledge and agree that the third party beneficiary rights of the IDB have vested, and that the IDB has relied- on its third party benefciazy rights under this Agreement in entering into a sepazate Memorandum of Understanding with the Department of the Treasury for matters related to the conduct of the Annual Meeting. Resolution of Disputes: The Parties hereto acknowledge and agree that if any dispute shall arise between any Sponsor and the IDB as to any matter or thing in connection with the Annual Meeting which cannot be settled by amicable agreement, then, upon either the Sponsor or the IDB giving written notice of the difference or dispute to the other, the same shall be referred to azbitration and final determination by a single arbitrator. The arbitration shall be administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The place of arbitration shall be Washington, D.C. The language to be used in the azbitral proceedings shall be English. The arbitrator shall have legal counsel if so ~ desired or if either the Sponsor or IDB so requests. The expenses of any arbitration proceeding shall be borne equally by the Parties and the IDB. 17