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HomeMy WebLinkAbout022019 ORD - 08/16/1994ORDINANCE RESCINDING CERTAIN PRIOR CONTRACTS, AND REPEAUNG ALL RELATED ORDINANCES AND MOTIONS, WITH THE CORPUS CHRISTI BAY AREA ECONOMIC DEVELOPMENT CORPORATION AND THE CORPUS CHRISTI AREA CONVENTION AND VISITORS BUREAU; ASSIGNING A LEASE FROM THE CORPUS CHRISTI AREA CONVENTION AND VISITORS BUREAU TO THE CORPUS CHRISTI BAY AREA BUSINESS ALLIANCE; AND AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT WITH THE CORPUS CHRISTI BAY AREA BUSINESS ALUANCE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1: Repealing Ordinance No. 19323 approved by Council on June 3, 1986, Motion No. M91-023 approved by Council on January 22, 1991, and Motion No. M92-053 approved by Council on March 3, 1993 and rescinding all contracts authorized by said motions with the Corpus Christi Bay Area Economic Development Corporation; repealing Motion No. M88-024 approved by Council on November 15, 1988, Motion No. M91-219 approved by Council on July 30, 1991, Motion No. M92-043 approved by Council on February 18, 1992, and Motion No. M93-245 approved by Council on August 24, 1993, and rescinding all contracts authorized by said motions with the Corpus Christi Area Convention and Visitors Bureau. SECTION 2: Assigning the lease dated September 19, 1980 between the City of Corpus Christi and the Corpus Christi Area Convention and Visitors Bureau authorized by Ordinance No. 15763, approved by Council on September 17, 1980 to the Corpus Christi Bay Area Business Alliance. SECTION 3: Authorizing the City Manager or his designee to execute a contract with the Corpus Christi Bay Area Business Alliance, a substantial copy of which is attached hereto as Exhibit "A". H22019 T CONSULTING SERVICES AGREEMENT THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This Consulting Services Agreement is executed by and between the City of Corpus Christi, Texas, a municipal corporation (hereinafter the "City") and the Corpus Christi Bay Area Business Alliance, a private, Texas nonprofit corporation organized for the purpose of promoting business, economic development, convention and visitor activity, and various community interests in the Corpus Christi Bay area (hereinafter the "Contractor"). WHEREAS, the City desires to attract more visitors and conventioneers to Corpus Christi, and the City benefits both indirectly through more economic activity and directly by increased sales tax and hotel and motel occupancy tax income developed by such visitors and conventioneers; and WHEREAS, Contractor has professional personnel who are trained and experienced in the field of visitor and convention promotion and the City desires to continue such professional promotion and advertising service through a contractual arrangement with Contractor; and WHEREAS, the City further desires to contract for economic development activities, and Contractor has personnel who are trained and experienced in such field and the City desires to continue its economic efforts through a contractual arrangement with Contractor; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: Convention and Visitor Services 1. Description of Services. Contractor agrees to provide professional services to the City through advertising and promotion of visitor and convention traffic to the Corpus Christi area, and to assist in creating conditions designed to encourage them to return on other visits and for meetings. Professional services to be performed by Contractor shall include the following: (a) design and implementation of an advertising campaign with state, national, and international coverage to feature the Corpus Christi area as an attractive region in which to vacation or have conventions or group meetings; r Ex ki b;+ ;q (b) development and distribution of literature, maps, folders and other advertising and promotional material to solicit visitors and conventioneers, and to better inform visitors and conventioneers of area attractions when they arrive; (c) creation and distribution of movies, film clips, photographs, color separations and transparencies to be used for publicity; (d) contacting publishers, film and television producers, editors, writers, media personalities, travel agents, tour producers, executives of associations and other convention and group meeting prospects for the purpose of inducing them to advertise, publicize and encourage group movements to Corpus Christi, and providing transportation for such people on familiarization trips so that they may analyze the City's visitor and convention assets; (e) direct, telephone, and mail contacts with employees or officers of groups which may desire to bring a convention to Corpus Christi; (f) development of brochures describing Corpus Christi convention facilities; (g) distribution of such convention brochures through direct mailings; (h) development and distribution of promotional items to be used at various meetings throughout the country to promote conventions coming to Corpus Christi; (i) development and distribution of a visual presentation for use at conventions; (j) development and distribution of a convention bid folder; (k) development and distribution of pictures for association publications and convention programs; (1) improvement of support services to conventions in Corpus Christi; (m) development and distribution of promotional advertising in convention trade publications; (n) direct contacts at conventions elsewhere in the United States and North America to attract conventions to Corpus Christi; (o) provide for the payment of all or a portion of convention center expenses for major conventions; (p) involvement in and advising the City regarding the development of City activities and its physical appearance to improve the City's attractiveness or marketability to visitors; 2 T (q) provide for the payment of all or a portion of shuttle bus expenses for major conventions; (r) operation of at least two visitor information centers which shall make referrals to City owned and sponsored attractions, including but not limited to the Aquarium, Lexington, Columbus Fleet, and Museum, as well as non -City attractions, and shall endeavor to provide facilities through which reservations can be expedited at hotels and other facilities; (s) coordination of the development and operation of the U.S.S. Lexington as a naval aviation museum and visitor facility (such activities may be undertaken by Contractor directly or through the Lady Lex Museum on the Bay Association); (t) development of ways to measure the percentage and number of people who visit attractions after stopping at visitor information centers; (u) compiling and analyzing data and information on tourism and convention business in Corpus Christi and comparable information on other locales; (v) providing information and advice to businesses interested in tourism and convention - related business in the Corpus Christi area; (w) advising the City on projected growth of tourism and convention -related business for the next five years to assist City planning efforts; and (x) aggressively include in the fulfillment of its foregoing obligations, promotion and marketing of City -owned and sponsored facilities including but not limited to the Museum, Convention Center, and Airport, through such methods as including materials promoting such attractions in mailouts and other efforts to assure that visitors to the Corpus Christi area receive information about such attractions. (y) compliance with all City Purchasing requirements. 2. Separate Division. The professional services related to the convention and visitor industry provided under this Agreement shall be provided by Contractor through its convention and visitors department or division. 3. Budget and Audit. Contractor shall prepare and submit to the City an annual budget for its expenditures involved in the convention and visitors program. All such expenditures shall be recorded on a monthly basis in a separate fund account, according to the budget approved by the City. Contractor also shall provide an independent audit for such expenditures for each year based on a fiscal year ending July 31. Whenever any approved budgeted amount is exceeded by more than ten percent, Contractor shall provide the City a report explaining the reasons for the variance. Expenditures exceeding the budgeted amount by more than ten percent shall be paid from clearly identified funds of Contractor. All direct compensation paid to Contractor's employees out of the convention and visitor fund account shall be reflected in a statement 3 accompanying the budget. Accounting records and the necessary independent audit also shall conform to the accounting standards as promulgated by the American Institute of Certified Public Accountants and to the requirements of Article 1396-2.23A, of the Texas Nonprofit Corporation Act, as amended, so as to include a statement of support, revenues and expenses, and balance sheets for all funds. Interest earned on payments made by the City shall be clearly identified, credited, and reflected on the books as resulting from such investment of such funds and the same shall be available for Contractor use within the convention and visitor fund account. Any equities acquired by Contractor in personal or real property of any kind derived from funds in such account shall be reflected in such statement. 4. Records. The books of account of the convention and visitor fund held by Contractor shall be maintained in a form approved by the Director of Finance of the City of Corpus Christi and shall be available for inspection and copying by the Director, and his or her duly authorized agents and representatives during regular business hours of Contractor. 5. Reports. Semiannually on dates designated by the City Manager, Contractor shall furnish to the City a performance report of its convention and visitor services activities under this Agreement in a form determined by the City Manager and which shall reflect overall activity, meetings, conventions and conferences conducted and attended, identity and amounts of advertising contracts placed, number of personnel employed and their general duties, and copies of literature produced as well as a description of direct mailings, and similar information. The performance report shall include, but not be limited to, the following measures of activity: (1) number of sales calls, personal and telephone, number of site inspections and number of trade shows attended; (2) number of convention bookings, delegates, and room nights booked during the fiscal year; (3) number of visitor registrations at visitor information centers; (4) actual lodging tax generated for the City each year ending March 31; (5) number of column inches of publicity generated for fiscal year; and (6) number of visitor inquiries by mail and telephone in response to advertising; (7) projected lodging tax revenues from bookings, less any rental concessions at the Convention Center; (8) projected sales tax revenues from visitors. 6. Bond. The officers and employees of Contractor designated to withdraw funds from the convention and visitor fund shall be covered by a blanket fidelity bond in a penal sum of $100,000. Such bond shall be provided by Contractor issued by a corporate surety designating Contractor as named insured, and in such form as to be approved by the City Attorney. 7. Compensation. The City agrees that for the convention and visitor services performed by Contractor the City shall pay annually to Contractor the sum of $1,625,000 (the "Base Amount"). Provided, however, that should hotel/motel tax receipts to the City for the twelve months ending March 31 in any year fall below $3,200,000, the Base Amount for the following fiscal year shall be renegotiated. In the event the City's hotel/motel tax receipts exceed $3,200,000 for the same period, the City agrees to pay a performance bonus equal to twenty-five percent (25 %) of the amount of sales tax in excess of $3,200,000 up to but not exceeding $5,000,000. If hotel/motel tax receipts to the City in any year ending March 31 exceed $5,000,000, the bonus amount shall be renegotiated. Notwithstanding the foregoing, the City 4 shall deduct from the above funding to Contractor such sums as are necessary to pay the debt service on the "City of Corpus Christi, Texas Combination Tax and Municipal Hotel Occupancy Tax Revenue Certificates of Obligation, Series 1992" in the principal sum of $3,000,000 expended for the location and development of the U.S.S. Lexington as a naval museum. The City Manager, after consultation with Contractor, shall determine the method and timing of deductions necessary to meet the debt service schedule, such deductions generally being made out of the payment due Contractor during the month immediately preceding the date of the required debt service payment. Provided, further, Contractor shall pay out of the monies it receives from the City under this provision any operating deficit incurred by the Lady Lex Museum on the Bay Association in operating the U.S.S. Lexington as a naval museum, and shall pay out of such monies any costs incurred by said Association in complying with an order of the City to vacate the premises leased for the U.S.S. Lexington naval museum upon termination or expiration of the Lease Agreement and arranging for maintenance or relocation of the U.S.S. Lexington consistent with requirements of the U.S. Navy, to the extent such costs exceed the resources of the Association. Contractor's obligations under this provision are expressly subject to (a) the continued appropriation by the City each year of hotel/motel tax funds for Contractor in an amount at least equal to the formula provided under this Agreement, and (b) the continuation of the lease by the City for the U.S.S. Lexington at its mooring in Corpus Christi Bay on the same or similar terms as authorized by the City on February 18, 1992. Notwithstanding anything herein to the contrary, Contractor's obligations concerning the U.S.S. Lexington and the above-described bonds are not a general liability of the corporation but are solely payable out of the revenues received from the City into Contractor's convention and visitor fund. 8. Installments. During the term of this Agreement, the City shall pay to Contractor a sum equal to one -twelfth of the total annual amount payable to Contractor for the convention and visitor services herein engaged on or about the first of each month; provided however, the City Manager is authorized to alter the payment schedule to increase payments early in the year if he deems such payments are justified by documentation provided by Contractor. 9. Copyrights. It is understood and agreed that Contractor may copyright, to the use and benefit of the City of Corpus Christi, any material or document it deems appropriate and qualified for copyright and may administer said copyrights for the City. 10. Convention Expenses. Contractor shall be responsible for determining if the convention center expenses for a convention should not be charged to the convention if necessary to close a sale and for payment of expenses from Contractor's convention and visitors budget. Contractor shall also work closely with the Regional Transportation Authority, or its successors and assigns, to develop good bussing plans for conventions, and to pay for busses when Contractor determines that free bussing is reasonably necessary to close a necessary convention booking. 11. Transfer of Sublease. The City consents to the transfer by the Corpus Christi Area Convention & Visitors Bureau of its sublease of the space described in that Lease Agreement 5 between the Corpus Christi Chamber of Commerce and the City dated September 19, 1980, to Contractor. All terms and conditions of the Lease Agreement shall remain unchanged, and no merger of interest shall take place by virtue of Contractor's holding the subleasehold interest as well as fee simple title to the property. In the event of termination of this Agreement for any reason, the sublease to Contractor shall terminate, and the City shall retain its leasehold interest pursuant to the terms of the Lease Agreement. Economic Development Services. 1. Description of Services. Contractor agrees to provide professional services to the City in the area of economic development in order to promote and develop projects which would be advantageous to the future growth and vitality of the City. The professional services to be performed by Contractor shall include the following: (a) conducting research and development of information regarding area economics, finance, education and training, housing, planning and development, and other similar matters of public concern to further the goal of future growth of the City and to assist the City in the establishment and location of new industries and commercial and public enterprises; (b) disseminating such information to the public through various and diverse educational processes such as the publication of the results of such research and development, conducting seminars, forums, discussion groups and participating in expeditions, trade shows, conventions and other meetings; (c) maintaining representative offices throughout Texas, the United States, and other parts of the world for the dissemination of such information; (d) advising the city council of the City on economic development efforts; (e) aggressively promoting the retention of military facilities in the Corpus Christi Bay area, as well as the addition of new facilities, through contact with public officials, disseminating information, incentives and any other necessary activities; (0 recruiting and promoting the Corpus Christi Bay area to prospects for new industries and enterprises, especially those which would substantially increase employment; (g) negotiating, subject to city council approval, prudent and economically viable incentives under existing laws to bring new industries and enterprises and maintain existing industries and enterprises in the Corpus Christi Bay area; (h) creating and implementing strategies and programs to keep and expand existing industries and enterprises; 6 (i) promoting the maintenance and growth of educational facilities in the Corpus Christi Bay area; (j) maintaining qualified professional staffing of at least two positions devoted to fulfilling the requirements of this Agreement; and (k) any and all other lawful activities which tend to aid, assist or otherwise encourage the economic development of the City. 2. Separate from Convention & Visitor Services. The professional services related to economic development shall be provided by Contractor through a department or division separate from the convention and visitors services department or division described above. 3. Records. Contractor agrees to record the revenues received from the City for economic development services as a portion of its general revenues on its books of account. Contractor agrees to record all of its revenues and expenditures in financial statements prepared in accordance with generally accepted accounting principles, which financial statements shall be made available to the City upon request. 4. Reports. Semiannually on dates designated by the City Manager, Contractor shall furnish to the City a performance report of its economic development services performed pursuant to this Agreement which shall reflect overall activity, meetings, contacts and other activities conducted by Contractor, such reports are to include such data as may be reasonably required by the City. Any communications or contacts which are of a confidential nature shall be limited to a general description only. 5. Compensation. The City agrees that for the economic development services performed by Contractor, the City shall pay to Contractor its fees and expenses calculated in the following manner: Hourly rates for consulting services shall be charged based upon the current rate schedules of the Contractor in effect and on file with the City. The Contractor's rate schedule shall include five categories of consulting personnel ranging from "Category A" personnel at the rate of $80.00 per hour to "Category E" personnel at $50.00 per hour. Consulting personnel shall be assigned by the Contractor to appropriate rate categories based upon qualifications, experience and compensation, and the Contractor shall update the schedule of rates on file with the City as necessary; provided that no adjustments shall be made in the schedules on less than 90 days' written notice to the City. Expenses shall be reimbursed for marketing, contracted professional services, printing, telephone, postage, expenses in connection with maintaining representative offices outside Corpus Christi, trade shows, seminars, travel, postage and similar types of expenditures. 7 In no event shall the total compensation provided under this Agreement exceed the sum of $275,000.00 in any fiscal year or one-fourth of such amount in any quarter. The fees and expenses due for economic development services under this provision shall be payable in quarterly installments in advance based upon estimates by the Contractor of time and expenses to be incurred. A report of actual time and expenses incurred shall be provided within sixty (60) days after the end of each quarter, with adjustments (if any) to be made effective with the billing for the following quarter. Notwithstanding anything herein to the contrary, the parties acknowledge that the Contractor provides economic development services to other govemmental entities in the Corpus Christi Bay Area, and the hours and expenses billed under this Agreement may not be billed to any other party. The Contractor reserves the right to determine the allocation of hours and expenses under this Agreement when the interests of more than one governmental entity are served by hours worked or expenditures made. General Provisions 1. Directors. (a) The city council of the City shall be entitled to nominate twelve (12) of the members of the board of directors of Contractor for the following positions: Two Small Business Representatives Two Medium Business Representatives Two Large Business Representatives Five Visitor Industry Representatives One Channel Industry Representative The criteria for small, medium and large businesses shall be determined by Contractor's board of directors in accordance with its bylaws. Visitor industry representatives may be from accommodations, restaurants, transportation, attractions, and other businesses related to the visitor industry. The channel industry representative shall be selected by the Port of Corpus Christi Authority. All of such persons must be or become members of the non-profit corporation comprising the Contractor in order to be eligible to serve on the board of directors. Contractor may submit a list of nominees for such positions to the City, but the City shall not be restricted to selecting persons to serve as directors solely from such list. All directors shall serve three-year, staggered terms of office. The initial selection of terms shall be determined by lot in order to establish staggered terms. Notwithstanding any other provision to the contrary, such members of the Board of Directors are not required to reside within the corporate limits of the City of Corpus Christi. (b) In addition to the above directors, the Mayor shall be nominated to serve as an ex - officio, voting member of the board of directors of Contractor. The term of office as a director shall coincide with the Mayor's term of office with the City. In the alternative, the Mayor may appoint another council member to serve in place of the Mayor as an ex -officio, voting member of the board. Also, the City Manager shall serve as an ex -officio, non-voting member of the board of directors of Contractor. 8 (c) All of the above directors nominated by the City shall be elected to the board of directors of Contractor by the majority vote of its board. In the event Contractor fails to elect any such directors, such failure shall constitute a breach of this Agreement and all funding by the City shall be terminated. In the event a person nominated by the City to one of the twelve director positions outlined above who is not already a member of Contractor shall fail to become a member of Contractor within thirty days of such nomination, Contractor shall report such fact to the city council, and such person shall be removed as a director. (d) The remainder of Contractor's board of directors shall be comprised of not more than 15 persons elected by Contractor's membership in accordance with its bylaws. Such positions shall be representative of small, medium and Large business enterprises and various area councils, and not less than three directors shall be elected exclusively by the small business membership. (e) In the event the City fails to renew this Agreement or make the annual appropriations required under this Agreement, all directors nominated by the City and appointed by Contractor shall forfeit their remaining terms of office. 2. Open Meetings. Contractor agrees that meetings of its board of directors shall be open to the public, and such meetings may be closed only when the board determines that an executive session is necessary for the purpose of discussing particular agenda items before it. 3. Contracts. The City and Contractor agree that in no event shall the City be liable for any contracts made by Contractor with any person, firm, corporation, association or governmental body. 4. Non -liability. The City and Contractor agree that in no event shall the City be liable for any damages, injuries, or losses charged to or adjudged against Contractor arising from its operations, or the use or maintenance of its facilities. 5. Annual Appropriations. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council and that each fiscal year's funding must be included in the budget for that year and is not effective until so approved by the City Council. 6. Novation. This Agreement constitutes a novation and supersedes all other contracts and understandings previously made between the City and the Corpus Christi Area Convention & Visitors Bureau and between the City and the Corpus Christi Area Economic Development Corporation. 7. Term. The term of this Agreement shall commence as of August 1, 1994, and it shall continue until July 31, 2012, subject to earlier termination as provided herein. 9 8. Termination. Either party may terminate this Agreement at any time for any reason by giving one year's prior written notice to the other party. In the event the City shall cancel this Agreement upon one year's notice, the City shall assume any obligations of the convention and visitors fund with a term of less than one year and any other obligation approved in advance by the City Manager. 9. Change of Name. Contractor specifically reserves the right to change its name as a corporate entity and do business under one or more assumed names in compliance with the laws of the State of Texas. No such change of name or use of additional names shall be deemed a modification of this Agreement. 10. Equal Opportunity Employer. Contractor agrees to abide by the equal opportunity requirements of the City for its contractors and shall: (a) treat all applicants and employees without discrimination as to race, color, religion, sex, national origin or disability; and (b) identify itself as an "equal opportunity employer" in all help -wanted advertising or requests. 11. Notices. All notices, requests or other communications related to this Agreement shall be made in writing and may be given by: (a) depositing same in the United States Mail, postage prepaid, certified, return receipt requested, addressed as set forth in this paragraph; or (b) delivering the same to the party to be notified. Notice given in accordance with (a) hereof shall be effective upon deposit in the United States mail. The notice addresses of the parties shall, until changed as provided herein, be as follows: City: City of Corpus Christi, Texas 1201 Leopard Street P. 0. Box 9277 Corpus Christi, Texas 78469 Attn: City Manager Contractor: Corpus Christi Bay Area Business Alliance 1201 Shoreline Drive P. 0. Box 640 Corpus Christi, Texas 78403 Attn: President 12. Severability. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this Agreement shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this Agreement, for it is the definite intent of the parties that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. 13. Lawful Service. The parties mutually agree that the services provided under this Agreement are lawfully authorized services which the City is purchasing from Contractor. 10 14. Modifications and Counterparts. No amendments, modifications or other changes to this Agreement shall be valid or effective absent the written agreement of the parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. EXECUTED on the dates indicated below binding the respective parties as of the 1st day August, 1994. CORPUS CHRISTI BAY AREA BUSINESS ALLIANCE By: Date: Chairman of the Board CITY OF CORPUS CHRISTI, TEXAS By: Date: Juan Garza City Manager ATTEST: By: City Secretary APPROVED AS TO LEGAL FORM: This 5 day of (_,Iick5,ft (- , 1994. James R. Bray, Jr., City Attorney ct&FtL-A j Assistant City Attorney 11 That the foregoing ordinance was read to its second reading on this the (1 19 (t4 , by the following vote: Mary Rhodes Dr.Jack Best Melody Cooper Cezar Galindo Betty Jean Longoria (H,L, That the foregoing ordinance was pass finally on this the as 19 C44 , by the following vote: Mary Rhodes Dr. Jack Best Melody Cooper Cezar Galindo Betty Jean Longoria PASSE AND APPROVED, 19 (I 7ST: (:).4) ity Secretary for the first time and passed day of LLL t4 Edward A. Martin Dr. David McNichols r'ie, David Noyola CH/' Clif Moss read for day of tts4�li vt ilutecond Edward A. Martin Dr. David McNichols David Noyola Clif Moss [,t.ta�(1N� this the Ito day of t time and No cut APPROVED: 5 DAY OF'4 LA voi- MAYOR THE CIT CORPUS CHRISTI JAMES R. BRAY, JR., CITY ATTORNEY \forme\046 s 537 022019 , 1941-