Miami-Dade Legislative Item
File Number: 171216
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File Number: 171216 File Type: Ordinance Status: In Committee
Version: 0 Reference: Control: Board of County Commissioners
File Name: PERTAINING TO THE VIZCAYA MUSEUM AND GARDENS TRUST Introduced: 5/4/2017
Requester: NONE Cost: Final Action:
Agenda Date: Agenda Item Number: 7
Notes: SEE 171623, 171827 Title: ORDINANCE RELATING TO THE VIZCAYA MUSEUM AND GARDENS TRUST; AMENDING ARTICLE LXXXI OF THE CODE OF MIAMI-DADE COUNTY, FLORIDA; DELETING AND REVISING VARIOUS PROVISIONS TO PROVIDE FOR THE WINDING UP OF THE AFFAIRS OF THE VIZCAYA MUSEUM AND GARDENS TRUST; TRANSITIONING THE RESPONSIBILITY FOR THE MANAGEMENT OF VIZCAYA MUSEUM AND GARDENS TO VIZCAYA MUSEUM AND GARDENS TRUST, INC.; PROVIDING FOR SUNSET OF ARTICLE LXXXI FOLLOWING SUCH TRANSITION; PROVIDING THAT THE VIZCAYA MUSEUM AND GARDENS TRUST SHALL CEASE TO OPERATE AT A CERTAIN TIME; APPROVING AN OPERATING AND MANAGEMENT AGREEMENT WITH VIZCAYA MUSEUM AND GARDENS TRUST, INC., FOR THE MANAGEMENT OF VIZCAYA MUSEUM AND GARDENS; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR’S DESIGNEE TO EXECUTE THE OPERATING AND MANAGEMENT AGREEMENT AND TO EXERCISE ALL PROVISIONS CONTAINED THEREIN; PROVIDING SEVERABILITY, INCLUSION IN THE CODE, AND AN EFFECTIVE DATE
Indexes: VIZCAYA
Sponsors: Daniella Levine Cava, Co-Prime Sponsor
  Sen. Javier D. Souto, Co-Prime Sponsor
  Sally A. Heyman, Co-Sponsor
  Barbara J. Jordan, Co-Sponsor
  Jean Monestime, Co-Sponsor
Sunset Provision: No Effective Date: Expiration Date:
Registered Lobbyist: None Listed


Legislative History

Acting Body Date Agenda Item Action Sent To Due Date Returned Pass/Fail

Parks and Cultural Affairs Committee 6/14/2017 1G1 Amended
REPORT: (See Agenda Item 1G1 Substitue; Legislative File No. 171623)

Board of County Commissioners 5/16/2017 Tentatively scheduled for a public hearing Parks and Cultural Affairs Committee 6/14/2017

Board of County Commissioners 5/16/2017 4A Adopted on first reading 6/14/2017 P
REPORT: The foregoing proposed ordinance was adopted on first reading and scheduled for a public hearing before the Parks and Cultural Affairs Committee on Tuesday, June 14, 2017, at 9:30 a.m. Commissioner Souto asked to be shown as a co-prime sponsor to the foregoing proposed ordinance.

Office of the Chairperson 5/12/2017 Scrivener's Errors
REPORT: On handwritten page 24, on Section 2-1118, on the third sentence it should read: pursuant to Section 2-1114 above…

County Attorney 5/4/2017 Referred Parks and Cultural Affairs Committee 6/14/2017

County Attorney 5/4/2017 Assigned Jorge Martinez-Esteve 5/9/2017

Legislative Text


TITLE
ORDINANCE RELATING TO THE VIZCAYA MUSEUM AND GARDENS TRUST; AMENDING ARTICLE LXXXI OF THE CODE OF MIAMI-DADE COUNTY, FLORIDA; DELETING AND REVISING VARIOUS PROVISIONS TO PROVIDE FOR THE WINDING UP OF THE AFFAIRS OF THE VIZCAYA MUSEUM AND GARDENS TRUST; TRANSITIONING THE RESPONSIBILITY FOR THE MANAGEMENT OF VIZCAYA MUSEUM AND GARDENS TO VIZCAYA MUSEUM AND GARDENS TRUST, INC.; PROVIDING FOR SUNSET OF ARTICLE LXXXI FOLLOWING SUCH TRANSITION; PROVIDING THAT THE VIZCAYA MUSEUM AND GARDENS TRUST SHALL CEASE TO OPERATE AT A CERTAIN TIME; APPROVING AN OPERATING AND MANAGEMENT AGREEMENT WITH VIZCAYA MUSEUM AND GARDENS TRUST, INC., FOR THE MANAGEMENT OF VIZCAYA MUSEUM AND GARDENS; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR’S DESIGNEE TO EXECUTE THE OPERATING AND MANAGEMENT AGREEMENT AND TO EXERCISE ALL PROVISIONS CONTAINED THEREIN; PROVIDING SEVERABILITY, INCLUSION IN THE CODE, AND AN EFFECTIVE DATE

BODY
WHEREAS, this Board formed the Vizcaya Museum and Gardens Trust, an agency and instrumentality of Miami-Dade County, through Ordinance 98-112 (the “Trust”), to enhance the preservation of Vizcaya Museum and Gardens (“Vizcaya”) as an accredited museum and National Historic Landmark for the Countywide benefit of Miami-Dade residents and visitors; and
WHEREAS, the County and private citizens have made tremendous strides in advancing Vizcaya’s preservation and presentation as an educational resource; and
WHEREAS, this Board directed the Trust through Ordinance 98-112 to “develop such additional appropriate plans and ordinance amendments for the transition of the operation of Vizcaya to a public/private operating partnership similar to the structure of other successful cultural institutions owned by Miami-Dade County”; and
WHEREAS, in October 2013, in anticipation of Vizcaya’s 2016-2017 Centennial, the Trust approved a five-year strategic plan with the goal of fully preserving the entire landmarked estate, including the Village, to boost Vizcaya’s role as a community resource; and
WHEREAS, the Trust concluded, through this carefully developed strategic plan, that Vizcaya’s enhancement can be best accomplished by evolution of this public-private partnership, whereby the County retains sole ownership of Vizcaya’s grounds, buildings and art collections, but its management and operations, including personnel, are overseen by a single, not-for-profit organization through an agreement with the County, as set forth in the memorandum from the Chair of the Trust to this Board, attached hereto as Exhibit A; and
WHEREAS, such cooperative public-private venture would be focused on increasing private financial support with the ultimate goal of enriching Vizcaya’s capacity to serve as a cultural and educational hub, and this model has worked successfully for other Miami-Dade County-owned cultural institutions; and
WHEREAS, this Board agrees that the operation of Vizcaya can be best enhanced by the evolution of a public-private partnership whereby Vizcaya remains a Miami-Dade County-owned asset, but its management and operation, including personnel, is overseen by a not-for-profit organization through an operating and management agreement with Miami-Dade County (“Operating Agreement”), a copy of which is attached hereto as Exhibit B; and
WHEREAS, such not-for-profit management organization has been established by the Trust’s current leadership in conjunction with this process under the name “Vizcaya Museum and Gardens Trust, Inc.” (“VMGTI”), organized under the laws of the State of Florida, and granted 501(c)(3) status by the Internal Revenue Service; and
WHEREAS, such cooperative public-private venture is focused on increasing private financial support with the ultimate goal of enriching Vizcaya as a cultural and educational resource, which model has worked successfully for other Miami-Dade County-owned cultural institutions; and
WHEREAS, VMGTI is in a unique position to provide the citizens of Miami-Dade County with the necessary professional management services, by virtue of its knowledge, experience and abilities in light of its evolution from the existing Trust, including personnel; and
WHEREAS, the Operating Agreement defines and states the roles and responsibilities of VMGTI and Miami-Dade County, providing checks and balances and maintaining stringent expectations for public access to Vizcaya; and
WHEREAS, VMGTI will operate Vizcaya in accordance with all laws and the rigorous standards of the United States Secretary of the Interior, the American Alliance of Museums, the American Public Gardens Association, and the American Institute for Conservation of Historic and Artistic Works; and
WHEREAS, the Operating Agreement includes terms for the composition of VMGTI’s Board of Directors to maintain continuity with the Trust, to include a majority of appointees by the County, and to ensure the long-term financial success of this accredited museum and National Historic Landmark; and
WHEREAS, the Operating Agreement requires VMGTI to conduct its meetings in accordance with the Government in the Sunshine Statute and make its records available in accordance with the Public Records Act as required by law; and
WHEREAS, a core premise of the Operating Agreement is that VMGTI will operate Vizcaya with a balanced annual budget, utilizing earned revenue and contributed income, along with Miami-Dade County and other governmental funds; and
WHEREAS, VMGTI will raise grants and donations to support operations, capital improvements and endowment to complement public support of Vizcaya; and
WHEREAS, the County has provided Vizcaya $2.5 million in operating funds each year and an allocation of capital funds through the 2004 Building Better Communities General Obligation Bond Program, and it is anticipated that the County’s annual operating and capital support of the County-owned Vizcaya will continue; and
WHEREAS, the Operating Agreement requires VMGTI to submit to Miami-Dade County annually, for its review and approval, an operating budget for Vizcaya, a recommended capital repair budget, annual reports and annual independent audits; and
WHEREAS, the Operating Agreement includes terms whereby all of Vizcaya’s County staff will be offered employment with VMGTI with salaries commensurate to those currently offered by Miami-Dade County and with competitive benefits to further ensure continuity of successful operations; and
WHEREAS, those employees not wishing to accept employment with VMGTI will be eligible for classified rights and/or placement assistance through the County’s Human Resources Department; and
WHEREAS, VMGTI will comply with State and County asset inventory requirements for art collections and other County-owned property; and
WHEREAS, relative to construction projects, VMGTI will comply with State statute on competitive bidding and with Miami-Dade County Code governing small business, responsible wages and workforce composition; and
WHEREAS, the Miami-Dade County will continue to have free and reduced-fee access to Vizcaya for events of Countywide significance in accordance with current County Code; and
WHEREAS, VMGTI will maintain regular public access, establish non-discriminatory fees for the use of Vizcaya, and continue to offer discounted admission for children, students, seniors and social-service organizations serving low-income individuals; and
WHEREAS, VMGTI will present for this Board’s approval any updates to the Master Plan for the Vizcaya property; and
WHEREAS, Miami-Dade County and VMGTI may terminate this Agreement for convenience with one year’s notice; and
WHEREAS, the key terms of the Operating Agreement were approved in substantially the form presented here by the Trust at its duly noticed public meeting of March 10, 2016, and are summarized in a memorandum to the BCC by the chair of the Trust, a copy of which is attached hereto as Exhibit 1; and
WHEREAS, the Board of Directors of VMGTI approved the Operating Agreement at its duly noticed public meeting of April 20, 2017; and
WHEREAS, this Board determines that it is in the best interest of Miami-Dade County to retain the Trust solely for purposes of winding up the affairs of the Trust and providing for the orderly transition of the management and operation of Vizcaya to VMGTI; and
WHEREAS, in order to accomplish this intent, this Board wishes to redefine the powers and duties of the Trust, and to provide for its dissolution upon the completion of said transition,
BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA:
Section 1. Article LXXXI of the Code of Miami-Dade County, Florida, is hereby amended to read as follows: 1
ARTICLE LXXXI. - VIZCAYA [[GARDENS AND]] MUSEUM >>AND GARDENS<< TRUST

* * *

Sec. 2-1113. - Governing body.

A. Members. The governing body of the Trust shall be a Board of Trustees composed of twenty-four (24) members, none of whom shall be employees of the Trust. The members shall be the following:

(a) One (1) appointment from each member of the Board of County Commissioners;

(b) One (1) appointment by the Executive Mayor;

(c) The Miami-Dade County Manager or his designee;

(d) The President of the Vizcayans;

(e) The Chairperson of the Foundation of Villa Vizcaya;

(f) The President of the Guides;

(g) The Chairperson of the Black Archives, History and Research Foundation of South Florida, Inc. or designee;

(h) A Representative of the Deering/Danielson Family chosen by the Trust;

(i) The President or Chairperson of the Cultural Affairs Council.

(j) The Director of the Miami-Dade Park and Recreation Department.

(k) The Chairperson of the Miami-Dade Hispanic Advisory Board.

(l) The Chairperson of the Miami-Dade AsianAmerican Advisory Board.

Individuals shall be appointed based on the following criteria:

(a) Knowledge of and demonstrable service to Vizcaya Museum and Gardens;

(b) Knowledge of and service to museums;

(c) Representation of the diverse populations of the Miami-Dade County community;

(d) Ability to expand involvement in Vizcaya to communities that have historically not utilized and supported Vizcaya; and

(e) Special expertise in areas of museum collections, architectural preservation, environmental science, history, museum interpretation, landscaping, or historic preservation.

Members of the Trust shall serve without compensation but shall be entitled to reimbursement for necessary expenses incurred in the discharge of their duties. Each member must sign and abide by a code of ethics modeled after the most recent American Association of Museum’s Code of Ethics.



B. Vacancies on Board of Trustees. >>In the event that membership on the Board of Trustees falls below seven members,<<[[V]]>>v<>Trust Chairperson<< of Vizcaya Museum and Gardens shall notify the appointing entity by registered mail, return receipt requested. Such notice shall inform the appointing entity of the vacancy and the fact that the Board of Trustees shall appoint an individual to serve if the vacancy is not filled within ninety (90) days of receipt of the notice. Upon expiration of ninety (90) days from the date of the delivery of such notice, the Board of Trustees may appoint an individual to serve that position until expiration of the existing term.

C. Qualifications of Members. Each member of the Board of Trustees shall be a United States citizen and a permanent resident and duly qualified elector of Miami-Dade County, unless the Board of County Commissioners waives the residency requirement by a two-thirds (2/3) vote of its membership, and shall be of an outstanding reputation of integrity, responsibility, and commitment to serving the community.

D. Tenure and Removal of Members. All members shall serve staggered terms of three (3) years each, provided, however, of the original Board of Trustees, the Trust shall select seven (7) members for a term of one (1) year and seven (7) members for a term of two (2) years and nine (9) members for a term of three (3) years. No trustee shall be permitted to serve more than two (2) consecutive and complete terms of three (3) years each unless so authorized by two-thirds (2/3) vote of the full membership of the Board of County Commissioners. Trustees may be removed in accordance with the provisions of Chapter 2-11.38 of the Code of Miami-Dade County.

E. Organization of the Board of Trustees.

1. Officers. The Trust shall organize after the members thereof have qualified to serve and shall, each fiscal year, elect one (1) of its voting members as chairperson and one (1) of its voting members as vice-chairperson and shall designate a secretary who may or may not be a member of the Board, and such other officers as the Trust may determine to be necessary. In addition, the Trust shall make, adopt and amend by-laws, rules and regulations for its own governance and for the operation, governance, restoration, preservation and maintenance of designated facilities.

2. Meetings. The Trust shall hold [[regular]] meetings[[, no less then six (6) times per year, and such other meetings,]] as it deems necessary>>to discharge its duties<<. [[Nine]] >>Five<
3. Committees. The chairperson shall nominate and the Trust shall appoint the chairperson and members of such committees as the Trust shall find helpful to their mission, however, no authority to act or speak in the name of the Trust shall be delegated to a committee. Each committee shall be chaired by a duly appointed member of the Trust, however, committee membership may include persons who are not members of the Trust. The Trust may establish or eliminate committees at its discretion.

4. Applicability of County rules and procedures. The Trust shall at all times operate under the Florida Open Government laws, including the “Sunshine Law,” public meeting laws and public records laws and shall be governed by all State and County conflict of interest laws, as applicable, including the Miami-Dade County Conflict of Interest and Code of Ethics Ordinance, Sec. 1112-11.1 of the Code of Miami-Dade County.

5. Voting Requirements. Trustees may not designate alternates to vote on their behalf or vote by proxy.


6. Protection from personal liability. The members of the Trust may be included as insureds within the terms of any comprehensive general and professional liability insurance policies adopted by Miami-Dade County for the benefit of the Trust. Members shall, while acting within the scope of their duties, also be entitled to personal liability protection by MiamiDade County, to the same extent that Miami-Dade employees and agents have such protection. Through the County Budgetary process, the Trust is empowered to obtain such additional Trust member’s liability insurance as the Trust shall determine to be necessary, and the expense of such insurance shall be an expense of the Trust.

7. Restriction on the Board. Neither the Trust nor any of its members shall direct or request the appointment of any person to, or his removal from their position by the Executive Director or any of his subordinates, or take part in the appointment or removal of Miami-Dade employees at Vizcaya, provided, however, that the Trust and its members may take such actions regarding the removal and appointment of the Vizcaya Director as provided in this article. Except for the purpose of inquiry, the Trust and its members shall deal with the employees at Vizcaya solely through the Executive Director and neither the Trust nor any members thereof shall give orders to any subordinates of the Executive Director, either publicly or privately. Any willful violation of the provisions of this section by a member of the Trust shall be grounds for his or her removal from office by an action brought in the Circuit Court by the State Attorney of this County. No Board member shall be eligible for the position of Director during or within two (2) years after the expiration of his or her latest term as a Board member.


8. Attendance requirement. Notwithstanding any other provision of this Code, any board member shall be automatically removed if, in a given fiscal year:

(i) He or she is absent from two (2) consecutive meetings without an acceptable excuse;

(ii) He or she is absent from three (3) of the Board’s meetings without an acceptable excuse; or

(iii) Whether excused or not, he or she misses two-thirds (2/3) of the Board’s meetings in a given fiscal year. A member shall be deemed absent from a meeting when he or she is not present at the meeting at least seventy-five (75) percent of the time. An “acceptable excuse” is defined as an absence for medical reasons, business reasons, personal reasons, or any other reason which the Trust, by a two-thirds (2/3) vote of the membership, deems appropriate. By a two-thirds (2/3) vote of the members of the full Board of Trustees, the provisions of this section may be waived.

[[Sec. 2-1114. – Initial transitional scope of Trust authority.

For the transition period commencing from the effective date of the ordinance from which this article derives to October 1, 2000, the powers of the Trust include the following:

1. Prepare the Mission Statement for the Vizcaya Museum and Gardens. This Mission Statement shall meet AAM requirements and must address the purpose, function, membership, outreach, and aspirations of Vizcaya Museum and Gardens. It shall include short and long-term strategic plans for the operation, maintenance, interpretation, preservation and restoration in perpetuity of the Vizcaya Museum and Gardens, including the Farm Village, as a selfsustaining, AAM accredited museum of fine arts of national stature. Once approved by the Board of County Commissioners, the Mission statement will govern all actions by Miami-Dade County and its agents and employees concerning Vizcaya Museum and Gardens. The Trust may amend the Mission Statement from time to time, which shall be effective upon approval of the Board of County Commissioners.

2. Establish written schedules of rates, charges, and fees relating to Vizcaya, which shall be effective upon approval by the Board of County Commissioners.

3. Develop policies regarding Vizcaya Museum and Gardens which shall be binding on all Miami-Dade County departments, agents, users, and employees once approved by the Board of County Commissioners. The Trust shall develop policies governing and overseeing the management of:

(a) The role of support groups, including recognition, affiliation with the Museum and Gardens, creation, dissolution, oversight, audit, reporting requirements, use of the Vizcaya Museum and Gardens name, use of facilities, and community outreach by support groups;

(b) Membership programs;

(c) Education programs;

(d) Fee waivers and reductions;

(e) Acceptance of gifts and grants;

(f) Outreach programs for Miami-Dade County communities that have historically underutilized the Museum and Gardens;

(g) Preparation for any accreditation and re-accreditation processes;

(h) Exhibition policies;

(i) Appropriate stewardship of the collection and their management.

4. Negotiate and recommend contracts and agreements with support groups, which, upon approval by the Board of County Commissioners, shall govern the support groups. Such contracts shall include: the mission statement of the support group; standards to measure the accomplishments of the support group; terms and conditions for use and access to the Museum and Gardens; Miami-Dade County’s and the Trust’s authority to inspect and audit books and records of support groups; accounting and disposition of fund raising proceeds; reporting requirements; coordination of support group activities; and other related matters. The agreement with the support groups will address fund raising targets which will be based on the aggregate gross revenues of the support groups and contributions in kind by the Vizcaya Volunteer Guides. It is intended that the aggregate of such support group revenues and contributions in kind by the Volunteer Guides will be not less than five hundred fifty thousand dollars ($550,000) per year, including amounts in excess of five hundred fifty thousand dollars ($550,000) carried forward from year to year.

5. Develop such additional appropriate plans and ordinance amendments for the transition of the operation of the Museum and Gardens to a public/private operating partnership similar to the structure of other successful cultural institutions owned by Miami-Dade County.
6. Exercise its powers regarding the budget of the Museum and Gardens as outlined in this article.

7. Advise the County Manager, Mayor, Board of County Commissioners, the Director of the Park and Recreation Department, and the Executive Director of Vizcaya on matters relating to the operation and management of the Museum and Gardens.]]

Sec. [[2-1115]]>>2-1114<<. – [[Scheduled expanded scope of]] Trust authority.

[[Subject to meeting the requirements set forth in Section 6, after October 1, 2000, the Trust shall have the following additional powers:]] >>Commencing on the effective date of this Ordinance, the powers of the Trust shall be the plenary powers necessary and incidental to winding up Trust affairs and providing for the orderly transition of the management and operation of Vizcaya Museum and Gardens to Vizcaya Museum and Gardens Trust, Inc., a contractor of Miami-Dade County, including the following:<<


1. Power to act. The Trust shall be empowered to sue and be sued, to plead and be impleaded, to contract and be contracted with, and to have an official seal and alter the same. This provision shall not be construed to in any way affect the laws relating to governmental immunity.

2. Contracts. Except as otherwise provided by this chapter, the Trust as agent and instrumentality of Miami-Dade County, shall be authorized to act for Miami-Dade County in the performance and enforcement of all contracts pertaining to the Trust and designated facilities and existing on the effective date of this chapter, and shall additionally be empowered to negotiate and execute, subsequent to the effective date of this chapter, such contracts as are properly within the powers and duties of the Trust subject to the following limitations:

a. The Trust shall not, without prior approval of the Board of County Commissioners, enter into or amend any contract which shall require the expenditure of funds in excess of the amounts appropriated in the contractual services category of the section of the County budget pertaining to the operation of the Trust.

b. The Trust shall not, without prior approval of the County Commission, enter into or alter any contract the effect of which is to change substantially policies established by the Board of County Commissioners.

c. The Trust shall not be authorized to enter into a contract with any labor union or other organization representing employees without first having obtained the approval of the Board of County Commissioners. [[The County Manager through the County labor relations officer and the County personnel department shall be responsible for the negotiation of labor agreements with organizations representing Trust employees; however, the Trust and the Director shall be authorized to participate in such negotiations.]]

d. The Trust shall comply with the formal bid requirements of Section [[4]]>>5<<.03(D) of the Charter of Metropolitan Miami-Dade County, Florida, and for such purpose the term “Board” as used in Section [[4]]>>5<<.03(D) shall be construed to be the “Trust” and the term [[“Manager”]]>>“Mayor”<< shall be construed to be [[“the Director.”]] >>“the Trust Chairperson.”<<

e. For all construction contracts, the Trust shall comply with the provisions of Article 11 of Chapter 10 of the County Code and the administrative procedures adopted pursuant to said section.

f. For all purchases of commodities and services, the Trust shall comply with the provisions of Section 28.2 of the County code and the administrative procedures adopted pursuant to said section.

g. It is specifically provided that contracts and amendments thereto executed by the Trust or other obligations incurred by the Trust, shall not be binding upon Miami-Dade County. In the event that the Trust is abolished, obligations of the Trust shall only be enforceable against Miami-Dade County to the extent that such obligations would have been enforceable with regard to business income which would have come into the possession of the Trust had the Trust not been abolished.

[[h. If the Trust intends to procure goods or services from an entity other than Miami-Dade County, the Trust must also solicit offers from Miami-Dade County. The Trust shall annually present a written report to the Board of County Commissioners that details the date, amounts, and circumstances of each such contract and explains why the offer from MiamiDade County was not accepted.]]

>>h. The Trust shall have the power to fulfill, assign, or terminate contracts, including but not limited to those with the Trust’s support organizations. The Trust shall have the power to fulfill the terms of any grants or donations made to or in trust for the Trust and to transfer the same to the operator of Vizcaya. The Trust shall have the power to reconcile the Trust’s fund balance at the conclusion of all contractual commitments and transfer of same to the operator of Vizcaya for the sole benefit of Vizcaya.

i. The Trust shall not, without prior approval of Vizcaya Museum and Gardens Trust, Inc., the non-profit entity to which the Board of County Commissioners has delegated the management and operation of Vizcaya, enter into or alter any contract.<<

3. Property. [[The Trust shall, subject to prior approval of the County Commission be authorized to purchase or otherwise obtain real property, the title to which shall be vested in Miami-Dade County and the possession and operating control of which shall be held in trust for Miami-Dade County under the provisions of this chapter.]]

The Trust shall not be authorized to sell, convey, mortgage, or otherwise impair or encumber the title to real property.

The Trust shall not, without having previously obtained the approval of the Commission, destroy, replace, or abandon real property. [[The Trust shall be authorized to maintain and repair designated facilities and may alter, modify, or make additions to such facilities whenever such changes are necessary for the proper operation and maintenance of such facilities. The Trust may buy and sell personal property provided, however, such personal property that constitutes part of the museum collection of the Trust may be sold only with the concurrence of the Board of County Commissioners.]]

>>4. The Trust shall provide a report of the conduct of its affairs to the Board of County Commissioners on a quarterly basis. Not later than two years following the effective date of this Ordinance, as may be extended by the Board of County Commissioners by resolution upon written request by the Trust Chairperson, the Trust shall provide a final report to the Board of County Commissioners (the “Final Report”).<<



[[Sec. 2-1116. - Requirements for complete transition.

The additional powers and responsibilities shall be exercised by the Trust beyond those described for the initial transition period upon the following being produced and approved by the Board of the County commissioners:

1. A Transitional Plan setting forth the manner in which management of personnel, property and other resources are to be assumed by the Trust from the Park and Recreation Department.

2. Negotiated agreements with all support groups clearly reflecting roles and responsibilities of each in relation to the Trust, including how private fund raising is to be optimized and coordinated with other funding for the benefit of the facilities. Such private fund raising shall conform with the national Standards of Philanthropy established by the National Charities Information Bureau, including the requirement that no less than sixty (60) percent of annual expenses from privately generated funds be dedicated to program activities. The fund raising shall also follow Standards for Charitable Solicitations established by the Council for Better Business Bureaus.

3. By-laws, rules, regulations governing all of the Trust’s contemplated activity.

4. Updated mission statement as required by Section 4, Paragraph I of this agreement.

5. Recommended standards of operations, including restoration, preservation and maintenance of the facilities.

6. Audited financial statements for all finances relating to activities supporting the facilities and which are not reflected in the County financial statements.

7. A report of decision-making and business activity indicating the Trusts’ demonstrated ability to assume management responsibility of the facilities.


8. A report from the County Manager attesting to compliance with this article and recommendation to proceed with the October 1, 2000 transition.

The above requirements shall be met no later than March 30, 2000. It shall be at the sole discretion of the Board of County Commissioners to determine, at any time, whether to proceed with the complete transition.]]


Sec. [[2-1117]]>>2-1115<<. - Budget and finances.

[[1.]] The Vizcaya Museum and Gardens shall be operated as a proprietary fund. Separate accounts shall be established by the County that will allow for the segregated collection, deposit, maintenance and disbursement of funds derived from the operation of Vizcaya Museum and Gardens. It is intended that funds in such established accounts shall be used for the purpose of supporting the designated facilities, however, nothing shall prevent the use of funds for reimbursement of departmental and county indirect costs in support of the facilities consistent with generally accepted accounting principles as validated by the County’s independent external auditor and for Vizcaya Museum and Gardens related activities.

[[2. The budget for Vizcaya Museum and Gardens shall be prepared by the Director of Vizcaya with the advice and recommendation of the Trust on official county budget forms in a format prescribed by the County Manager, and, for the transition period, shall be incorporated into the proposed budget of the Park and Recreation Department submitted to the County Manager. In the event any changes to the budget recommended by the Trust are made by any department or the County Manager, the County Manager, with the advice and recommendation of the Trust, shall ensure that the recommendations of the Trust are reported to the County Commission. Effective October 1, 2000, upon meeting the transition requirements of Section 6, the Trust shall prepare the budget for Vizcaya in accordance with this paragraph, but it shall be submitted directly to the County Manager. Nothing contained herein shall be construed to prohibit the Trust from submitting to the County Commission supplemental budget requests which, if approved by the Commission, shall constitute amendments to the official county budget.


Sec. 2-1118. - Executive Director.

(a) Autonomy Within Park and Recreation Department. The Director of Vizcaya Museum and Gardens shall, for the transition period, report directly to the Director of the Park and Recreation Department. In recognition of the unique status and special needs of Vizcaya, the Vizcaya Director shall be afforded the maximum degree of management autonomy within the departmental structure without compromising necessary command and control requirements. Among other matters, the Executive Director shall have the authority and responsibility to alert the County Manager to any matter necessary and essential to protect the accreditation of the Vizcaya Museum and Gardens or to comply with this article. After October 1, 2000, upon meeting the transition requirements of Section 6, the Director of Vizcaya shall report directly to the Trust.

(b) Authority and Responsibilities. Within the confines of reasonable departmental command and control requirements, the Executive Director is authorized to conduct and manage the day-to-day operations of Vizcaya Museum and Gardens, including but not limited to:

1. Maintain the property, collections, and exhibits;

2. Manage all publications and educational programs;

3. Administer all sales programs;

4. Coordinate all membership, volunteer and support groups and programs;

5. Counsel, hire, terminate, and supervise all staff and employees pursuant to Miami-Dade County personnel rules;

6. Serve as Executive Director of the Trust;

7. Prepare and present the annual budget for the Vizcaya Museum and Gardens to the Park and Recreation Department, the County Manager and the Board of County Commissioners, subject to the advice and recommendation of the Trust;

8. File on behalf of Miami-Dade County all reports, applications, and documentation necessary to secure and maintain the accreditation of Vizcaya Museum and Gardens in accordance with County procedures;

9. Apply for and in conjunction with departmental management, serve as fiscal manager of gifts and grants for Vizcaya, in accordance with County procedures;

10. Ensure appropriate publicity and marketing;

11. Implement policy as established by the Board of County Commissioners and the Trust; and undertake such other activities which will further the mission of the Vizcaya Museum and Gardens within the confines of adopted budgets and operating rules and regulations and through appropriate chains of command.

(c) Removal and Appointment. The Director of the Park and Recreation Department, with the approval of the County Manager, shall have the authority to remove the Executive Director. After October 1, 1999, the Director of the Park and Recreation Department, with the approval of the County Manager and the Trust, shall have the authority to remove the Director. After October 1, 2000, upon meeting the transition requirements of Section 1116, the Trust shall have the authority to remove the Director with the concurrence of the County Manger. When a vacancy occurs, the vacancy shall be filled using the following process. No earlier than twenty (20) days and not later than forty-five (45) days from the occurrence of a vacancy, the Trust and the Director of the Park and Recreation Department shall submit the name or names of suitable candidates either jointly or individually to the County Manager, who may appoint from the list, or reject the list and request names of additional candidates. It is the intent that candidates shall be offered by the Trust and department on the basis of a competitive recruitment relying on the requisite level of appropriate experience and training. After October 1, 2000, upon meeting the transition requirements of Section 6, the Trust shall have the power to hire the Executive Director with the concurrence of the County Manager. Prior to October 1, 1999, any interim vacancy shall be filled by the Director of Park and Recreation. After October 1, 1999, any interim vacancy shall be filled by the Director of Park and Recreation, with the approval of the Trust. After October 1, 2000, any interim vacancy shall be filled by the Trust with the concurrence of the County Manager.

Sec. 2-1119. - Continuing role of the Park and Recreation Department.

It is intended that the Park and Recreation Department will continue its contribution to the success of the Vizcaya Museum and Gardens. To this end, the Director of the Park and Recreation Department shall have the following responsibilities regarding Vizcaya:

(a) To exercise the powers regarding the removal and appointment of the Director of Vizcaya as described in this ordinance.
(b) In the event of a vacancy, to exercise the powers regarding appointment of an interim Director of Vizcaya as described in this ordinance.
(c) To exercise the powers regarding the budget of Vizcaya described in this ordinance.
(d) To provide management oversight and to provide recommendations to the County Manager and Trust. In recognition of these responsibilities, the Trust and Director of Vizcaya shall ensure that the Director of the Park and Recreation Department is advised of all reports, recommendations, and other actions affecting the management of the facilities in a timely manner. The Park and Recreation Department shall make its expertise and advice available to the Trust and the Director of Vizcaya at the appropriate times.]]

Sec. [[2-1120]]>>2-1116<<. - Relationship with Miami-Dade County.

As an agency and instrumentality of Miami-Dade County, the Trust shall be accountable directly to Miami-Dade County and subject to its Legislative and Executive powers. [[The Executive Director]]>>The Trust Chairperson<<, on behalf of the Trust, shall serve as liaison to the County through the [[Park and Recreation Director and]] County [[Manager]]>>Mayor<< or his designee. >>The County Mayor or County Mayor’s designee shall assign County staff to provide administrative support to the Trust, to the extent necessary to fulfill its duties.<< This will remain as the official and primary means of communication between the respective parties; notwithstanding, as to day-to-day matters, there will be communication between County personnel, Vizcaya Museum and Gardens Trustees, committee members, personnel, and the County Commission, in compliance with the Sunshine Laws. The Trust described herein shall continue to be subject to modification or abolishment in whole or in part by duly enacted ordinance of the Commission. County [[Manager]] >>Mayor<
Sec. [[2-1121]]>>2-1117<<. - Liberal construction to effectuate public purpose.

This article, being for the public purpose and for the long-term welfare of the Vizcaya Museum and Gardens facilities and the present and future citizens of Miami-Dade County, Florida, shall be liberally construed to effect the purposes hereof.

[[Sec. 2-1122. - Replacement of policy committee by the Trust.

For the purposes of complying with the deed restrictions, and related agreements governing Vizcaya, the Vizcaya Museum and Gardens Trust shall replace and serve as the Policy Committee.]]

>>Sec. 2-1118 – Sunset.

On the effective date of the resolution of the Board of County Commissioners accepting the Final Report of the Trust submitted pursuant to Section 2-1114 above, this Article shall sunset, shall be deleted from the Code of Miami-Dade County, Florida, and shall be of no further force and effect. Following the adoption of such resolution, the Clerk of the Board is hereby directed to take such further action as may be necessary to ensure that this Article is deleted from the Code of Miami-Dade County, Florida.<<

[[Secs. 2-1123—2-1130. - Reserved.]]

Section 2. This Board hereby approves the Operating Agreement between MiamiDade County and VMGTI, in substantially the form attached hereto and made a part hereof, for an initial term of 20 years, and authorizes the County Mayor or County Mayor’s designee to execute the Agreement and to exercise all provisions contained therein.
Section 3. While the Operating Agreement is being approved by Ordinance, this Board may take any subsequent action in relation to the Operating Agreement, including but not limited to terminating, extending, amending, or otherwise altering the terms of the Operating Agreement, by resolution of this Board.
Section 4. This Board directs the County Mayor or County Mayor’s designee to provide to the Property Appraiser’s Office an executed copy of the Operating Agreement within 30 days of its execution.
Section 5. If any section, subsection, sentence, clause or provision of this ordinance is held invalid, the remainder of this ordinance shall not be affected by such invalidity.
Section 6. It is the intention of this Board, and it is hereby ordained that the provisions of this ordinance, including any sunset provision, shall become and be made a part of the Code of Miami-Dade County, Florida. 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 7. This ordinance shall become effective upon the earlier of (1) ten (10) days after the date of enactment unless vetoed by the County Mayor, and if vetoed, shall become effective only upon an override by this Board, or (2) approval by the County Mayor of this ordinance and the filing of this approval with the Clerk of the Board.

1 Words stricken through and/or [[double bracketed]] shall be deleted. Words underscored and/or >>double arrowed<< constitute the amendment proposed. Remaining provisions remain in effect and remain unchanged.



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