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HomeMy WebLinkAboutC2006-309 - 7/11/2006 - Approved CONSUL TING SERVICES AGREEMENT This Consulting Services Agreement is executed by and between the City of Corpus Christi, Texas, a munlcipal corporation (hereinafter the "City") and the Corpus Christi Convention & Visitors Bureau, a private, Texas nonprofit corporation organized for the purpose of promoting convention and visitor actlvity 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 henefits hoth 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; NOW, THEREFORE, In consideration of the mutual covenants contained herein, the parties agree as f()lIows: I. SCOPE OF SERVICES. 1.01 Contractor shall perform the following services in a satisfactory and proper manner, as determined by the City whose representative shall be the City Manager of the City of Corpus Christi or hls/her designee 1.02 The Contractor shall solicit various organizations and associations to conduct meetings/conventions/tradeshows within Corpus Christi year-round. These target organizations will be Identified by Contractor In addition Contractor will utilize various advertising;marketing techniques to promote City of Corpus Christi as a desirable year-round meeting/convention destination. 1.03 Tourism. Contractor shall promote the City of Corpus Christi as a year-round destination, Those services shall include but are not limited to information services, web site, attendance at travel/trade/shows, e-mail requests, phone inquiries, advertising, public relations special promotions and/or packagIng. 1.04 Contractor shall deSIgn and implement 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. 1.05 Contractor shall provide support services to conventions in Corpus Christi, 1,{)6 Contractor shall operate visitor information centers, as Contractor deems appropriate, which shall make referrals to City attractions, including but not limited to the Texas State i\quarium. U.S,S. Lexington, Corpus Christi Museum of Science and History, American Bank Center and Whataburger Field as well as other area attractions. 2006-309 07/11/06 & 07/25/06 \12006-209 & M2006-243 CVB ~., .,'... 2 \07 Contractor shall provide information and advice to businesses interested in tourism and convention-related business in the Corpus Christi area. 1.08 Contractor shall adVlse the City on projected growth of tourism and convention-related business for the next five years to assist City planning efforts. II. APPROPRIATIONS AND AUDIT ~.Ol Contractor shall provide the City Council with a preliminary Business/Marketing Plan (as described in Section IV) by May 1 of each year. Contractor shall provide the final plan to City Council no later than August 1. each year. 1.02 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 approved by the City Council. 2.03 Contractor must mamtain revenue provided under this Agreement in a separate account established for that purpose and may not commingle City funds with any other funds. 2.04 Expenditures exceeding the total budgeted amount must be paid from clearly identified funds of Contractor. 2.05 Interest earned on funds contributed to Contractor by the City must 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. 2.06 The partIes agree that receipt of these funds creates a fiduciary duty of the Contractor. 2.07 Contractor also shall provide an independent audit for expenditures of funds allocated under this agreement f()f each year based on a fiscal year ending July 31. 2.08 Accounting records and the necessary independent audit also must conform to the accounting standards as promulgated by the American Institute of Certified Public Accountants and to the requirements of applicable state law so as to include a statement of support, revenues and expenses, and balance sheets for all funds. 2.09 Early reports of an independent audit of the Contractor's expenditures and revenues during the previous fiscal year performed by a Certified Public Accountant in accordance with Generally Accepted Accounting Principals (GAAP) shall be submitted to the City Manager within ninety (90) days after the end of each fiscal year that this Agreement is in effect. .....-..... 3 III. RECORDS. ~~01 The books of account of the convention and visitor fund held by Contractor shall be maintained in a form approved by the City's Director of Finance 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. Records shall be maintained for at least 3 years :ifter the expiration or termmation of this agreement. IV. REPORTS. 4.01 By May I of each year, the Contractor will provide City Manager with a Business/Marketing plan \vhich outlines the overall objectives of the Contractor. The Plan will describe the plan of action for the upcoming year including strategic markets; a line item budget and significant initiatives Opportunities to promote city funded venues will be specifically Identified and included in the plan. Other information necessary to describe the Contractor's efforts will be mcluded as well. 4.02 Performance Report~ The Contractor will periodically report to the City Council on the activities and work accomplished. The Contractor shall make any special presentations or prepare specific reports if requested by the members of the City Council within 30 days of such request 4.03 Annual Reports. The Contractor shall report annually on the outcomes of the performance measures presented in the Business/Marketing plan for the previous year. The Annual Report shall be due within sixty (60) days after the end of each fiscal year that this Agreement is in effect. V. PERFORMANCE MEASURES. 501 The performance of the Contractor under this agreement shall be based on level of hotel occupancy tax earned. 5.02 Contractor shall be deemed to have met its performance requirements for a particular fiscal year if the amount of 7% portion of the hotel occupancy tax earned and received by City for that Contractor fiscal year meets or exceeds the minimum threshold of $6,200,000. 5.03 Contractor's fiscal year begins August 1 and ends July 31. VI. CONDUCT OF SERVICES 6.01 All of the Services provided by the Contractor pursuant to this Agreement shall be in coaformity with the purposes for which the Hotel Occupancy Tax (HOT) revenues may be expended as provided in the laws ofthe State of Texas. VII. BOND. --.- -,,- 4 01 The \)fficers and employees of Contractor designated to withdraw funds from the ~onvention and visitor fund shall be covered by a blanket fidelity bond in a penal sum of 'h I 00.000. Such bond shall be provided by Contractor issued by a corporate surety designating ('ontractor as named insured. and in such form as to be approved by the City Attorney. VIII. COMPENSATION. S.01 The City agrees that for the convention and visitor services performed by Contractor in accordance with this Agreement. the City shall pay Contractor annually the sum of 35% of the City's 7% hotel occupancy tax receipts received by the City for the Contractor's current fiscal vear. divided into monthly payments described in Section 8.02. The amount to be paid to Contractor IS referred to in this Agreement as the Base Amount. Provided, however, that should hotel/motel tax receipts received by the City for the twelve months ending March 31 in any year tall below S5,580.000. the Base Amount for the following fiscal year may be renegotiated. Each ,)f the above amounts shall be calculated based upon the amount of City hotel/motel tax receipts received by the City excluding the two percent increase adopted in 1999 for convention center expanSH m x.02 Dunng 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 provided In accordance with this Agreement 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 such payments are justified by documentation provided by Contractor. \.\.03 Contractor may be entitled to additional incentive payment, to be calculated as follows: Contractor shall receive 50% of the City's 7% hotel tax receipts, (which excludes the 2% dedicated to repay the debt on the American Bank Center,) for amounts which exceed the 3 year rolling average by more than 3%. The 3 year rolling average is the average of the City's 7% hotel tax receipts for prevIOus three fiscal years. For example, suppose the amount of hotel tax receipts f()[ calendar years 2002 through 2005 is as f()llows: Fiscal Year 2002 200J 2004 2005 Amount of 7<1;0 hotel tax receipts $6,000,000 $6,180,000 $6,365,400 $6,550,000 The 3 year rolling average for fiscal year 2005 is the average ofthe receipts for years 2002, 2003 and 2004, or $6,181.800 multiplied by 103% equals $6,367,254. Therefore, in this example, the mcentive base to Contractor in fiscal year 2005 would be the difference between collections of $6,550,000 and $6,367,254, which equals $182,746. Therefore, 50%, or $91,373, would be paid as an incentive to the Contractor. Any year in which a limited number of events or groups cause a disproportionate increase in the HOT collections, the prior year's HOT collection plus 3% will be substituted for the actual collection for that year. .......... ,-.- 5 ,<;,04 To receive incentlve payment. Contractor must be in compliance with all terms of this \ greemen 1 IX. BOARD OF DIRECTORS 9.01 The affmrs of the Contractor shall be governed by a board of directors ("Board") which shall be composed of eleven (11) members selected directly by the City Council of the City. The members shall be representatives of the following groups: 2 members from the hotel industry; 2 members from the attraction industry: 2 members from the restaurant industry; and 5 members from the community at large. I\ll terms of current Board members serving on the Board as of July 11, 2006 end immediately. 9.02 The Mayor and City Manager, or their designees, shall serve as ex-officio advisory non- voting members of the Board. In addition, the Council will appoint a representative from the Port of Corpus Christi Authority, a representative from the Corpus Christi International Airport, and a representative from the Regional Transportation Authority to serve as ex-officio advisory non-voting memhers 9.03 Appomtments to the Board will be for staggered, two-year terms. For the initial appointments lots will be drawn with five to serve one-year terms, six to serve two-year terms. \Jo person may serve as a voting member of the Board for a period longer than six years consecutively, unless such service is required by virtue of the person's position or title or to complete an unexpired term. The Contractor may make recommendations to the City Council tor directors as directors' terms expire, but the Contractor always shall nominate more mdividuals than the numher of positions available. The City Council will provide serious consideratIOn to the board's recommendations, but is not restricted to select members submitted by the Contractor or any other group. Unexcused absences from more than twenty five (25) percent of regularly scheduled meetings during a term year shall result in an automatic vacancy, which vacancy shall be promptly reported to the City Council. An absence shall be unexcused unless excused by the board for good cause no later than Its next meeting after the absence. Any member, otherwise eligible, "hall not be precluded trom reappointment by reason of such automatic vacancy. Contractor's Board of Directors may establish those standing committees it deems necessary. fhe Board IS authorized to and shall employ a President/Chief Executive Officer to exercise day to day management and administration of Contractor 9.04 The Board of Directors will operate under bylaws developed by the Board. Changes to the bylaws may be made only by a two-thirds vote of Contractor's Board of Directors. No change in bylaws may be considered which IS inconsistent with any provision of this Agreement. The City "'IIIIIP....- 6 Manager wtll be notified of any changes to the bylaws at least two weeks prior to the adoption of "aid bylaws by the Board ufDirectors. Y.05 Contractor agrees that meetings of its board of directors shall be open to the public, and such meetmgs may be closed only when the board determines that an executive session is necessary for the purpose ()f discussing proprietary business. 906 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 9.07 The City and Contractor agree that in no event shall the City be liable for any damages, mjuries. or losses charged to or adjudged against Contractor arising from its operations, or the llse or maintenance of its facilities. X. TERM AND TERMINATION ] 0.0 I The term of the Agreement shall commence as of August 1, 2006 and shall continue until July 3 L 20 II subject to termination as provided herein. 10.02 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 ,me year's notice, the City shall assume any obligations of the convention and visitor's fund with a term of less than one year and any other obligation approved in advance by the City Manager. fhe City reserves the right to terminate the contract without notice for cause. Xl. MISCELLANEOUS 11.0 I fhls Agreement constitutes a novation and supersedes all other contracts and understandings previously made between the City and the Greater Corpus Christi Business Alliance, and hetween the City and the Corpus Christi Convention and Visitors Bureau. I 1.02. 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. ~o such change of name or use of additional names shall be deemed a modification of this ~greement 1.03 Contractor shall cnmply with all applicable Federal, State, and local laws, rules and regulations. in proViding services under this agreement. 11.04 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 7 (it'; City pfCorpus Christi, Texas Attention: George K. Noe, City Manager ) 201 Leopard Street P. O. Box 9277 Corpus Christl, Texas 78469 Contractor: Corpus Christi Area Convention & Visitors Bureau 1201 Shoreline Drive Corpus Christi, Texas 7840 I Attn: President i ) .05 If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this A.bIfeement shall be held invalid or unconstitutional by tinal 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 'lection. paragraph, subdiVision. clause, phrase, word or provision hereof be given full force and effect for Its purpose 1 ) .06 No amendments, moditications 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 hut one and the same instrument. 11.07 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 during the term of this Agreement. 11.0~ Contractor agrees to comply with attached Exhibit A regarding insurance requirements. Executed on the dates indicated below binding the respective parties as of the date of last 'lignature. CITY Or (< )RPUS CHRISTL TEXAS By:. _h -_'rDlo(, City Ma~1f'-~ate ~ ~~~ SecTet~~ ..: CORPUS CHRISTI CONVENTION & VISITORS BUREAU , ", / /", ,-1' / ' 'Ie' . . 'j . ' . ,H . J ,') / ,/. , By. ,A1l;.~/I1" [.J, ,_~" / /.. '- { Chief Executive Offictr ,/ Date ~ROVED AS TO LEGAl FORM rhis.~~mday of "\ __, 2006 By:~____~', Assistant City Attotney tor City Attorney fl'l2f:p~..~~_l. AU I rtlK('L... ~y ~"~ll..._~J.U.J..Q:.. .___..1:rz.... SfcmAI~vL. M~_-:2'i3. AUIHU~'LL' ~~ rlJtl"~il ___~l L ',do ~ -..--...._.! srr.lf1 UV T;l ......,. ._. 8 EXHIBIT A INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE ~. Contractor must not commence work under this agreement until all insurance required herein have been obtained and the City has approved such insurance. Contractor must not allow any subcontractor to commence work until all similar insurance required of the ..;ubcontractor has heen obtained B. C'ontractor must furnish to the CIty'S Risk Manager, two (2) copies of Certificates of Insurance. showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured ft)r the General and Automobile liability policies and a blanket waiver of subrogation is required on all applicable policies. 1---- TYPE OF INS{;RANCE I MINIMUM INSURANCE COVERAGE I i 30-Day written notice of cancellation, non-renewal. termination or material change and 10 day written notice Bodily Inj ury and Property Damage of cancellation for non-payment of premium is required on Per occurrence aggregate all certllcates COMMERCIAL (,ENERAl LI/\Bl I ITY including $ 1.000,000 COMBINED SINGLE LIMIT ] Commercial Form .., Premises OperatIons - - Products! Completed Operations Hazard 4. Contractual Liability PROFESSIONAL LIABILITY including: $] ,000,000 COMBINED SINGLE LIMIT Coverage provided must cover officers, directors. employees and agents 1 ERRORS and OMISSIONS _._--. In the event of accidents of any kind, Contractor must furnish the Risk Manager with copies of all reports of such accidents within ] 0 days of any accident. II. ADDITIONAL REQUIREMENTS "\. Certificate of Insurance: . The City of Corpus Christi must be named as an additional insured on the General Liability policy and a blanket waiver of subrogation is required on all applicable policies. · If your insurance company uses the standard ACORD form, the cancellation clause (bottom right) must be amended by adding the wording "changed or" between "be" and "canceled", and deleting the words, "endeavor to", and deleting ...... .,..... 9 the wording after "left" In the alternative, copy of policy endorsement with reqUlred cancellation language to the applicable policy is required. . fhe name of the project must be listed under "Description of Operations" . At a minimum, a 30-day written notice of cancellation, non-renewal termination l)r material change and a to-day written notice of cancellation for non-payment nfpremium is required. . If the Certificate of Insurance does not show on its face the existence of the coverage required by items 1.B (1 )-(4). an authorized representative of the Insurance cumpany must include a letter specifically stating whether items 1.B. (1 H4) are included or excluded. CCVB Contractors Agreement ~-19-05 ep Risk Mgmt