HomeMy WebLinkAboutC2010-454 - 11/16/2010 - ApprovedCONSULTING SERVICES AGREEMENT
BETWEEN
CITY OF CORPUS CHRISTI
AND
CORPUS CHRISTI CONVENTION & VISITORS BUREAU
This Consulting Services Agreement is executed by and between the City of Corpus
Christi, Texas, a municipal corporation ("City"} and the Corpus Christi Convention &
Visitors Bureau ("CCCVB"}, a private, Texas nonprofit corporation organized for the
purpose of promoting convention and visitor activity in the Corpus Christi Bay area.
WHEREAS, fhe City desires to attract more visitors and conventioneers to Corpus
Christi;
WHEREAS, the City benefits directly by increased sales tax and hotel and motel
occupancy tax income developed by visitors and conventioneers;
WHEREAS, the City benefits indirectly through the economic activity of visitors and
conventioneers who come to our City; and
WHEREAS, CCCVB has professional personnel, who are trained and experienced in
the field of visitor and convention promotion, and the City desires to continue the
professional promotion and advertising service through a contractual arrangement with
CCCVB;
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:
1. SCOPE OF SERVICES.
1.01. CCCVB shall perform the following services in a satisfactory and proper manner,
as determined by the City Manager or the City Manager's designee.
1.02. The CCCVB shall solicit various organizations and associations to conduct
meetingslconventionsltradeshows within Corpus Christi year-round. These target
organizations will be identified by CCCVB. In addition CCCVB will utilize various
advertisinglmarketing techniques to promote City of Corpus Christi as a desirable year-
round meetinglconvention destination.
1.03. CCCVB shall promote the City of Corpus Christi as a year-round tourism
destination. Those services must include, but are not limited to, information services,
web site, attendance at travelltradelshows, a-mail requests, phone inquiries,
advertising, public relations special promotions, and packaging.
1.04. CCCVB 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.
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1.05. CCCVB shall provide support services to conventions in Corpus Christi.
1.06. CCCVB shall operate visitor information centers, as CCCVB deems appropriate,
which must make referrals to City attractions, including, but not limited to, the Texas
State Aquarium, U.S.S. Lexington, Corpus Christi Museum of Science and History,
American Bank Center and Whataburger Field, as well as other area attractions.
1.07. CCCVB shall provide information and advice to businesses interested in tourism
and convention-related business in the Corpus Christi area.
1.08. CCCVB shall advise the City on projected growth of tourism and convention-
related business for the next five years to assist City planning efforts.
2. APPROPRIATIONS AND AUDIT
2.01. CCCVB shall provide the City Council with a preliminary BusinesslMarketing Plan
{as described in Section IV} by May ~ of each year. CCCVB shall provide the final plan
to City Council no later than August 1 of each year.
2.02. The parties mutually agree and understand that funding under this Agreement is
subject to annual appropriations by the City Council; that each fiscal year's funding must
be included in the budget for that year; and the funding is not effective until approved by
the City Council.
2.03. CCCVB must maintain 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 CCCVB.
2.05. Interest earned on funds contributed to CCCVB by the City must be clearly
identified, credited, and reflected on the books as resulting from the investment of the
funds and the interest earned must be available for CCCVB use within the convention
and visitor fund account.
2.06. The parties agree that receipt of these funds creates a fiduciary duty of the
CCCVB.
2.07. CCCVB shall provide an independent audit for expenditures of funds allocated
under this agreement far each year based on a fiscal year ending July 31.
2.0$. Accounting records and the necessary independent audits must conform to the
accounting standards as promulgated by the American Institute of Certified Public
Accountants and to the requirements of applicable state law, sa as to include a
statement of support, revenues, expenses, and balance sheets for all funds.
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2.09. Early reports of an independent audits of the CCCVB's expenditures and
revenues during the previous fiscal year performed by a Certified Public Accountant
under Generally Accepted Accounting Principles {GAAP) must be submitted to the City
Manager within ninety (90} days after the end of each fiscal year that this Agreement is
in effect.
3. RECORDS.
3.01. The books of account of the convention and visitor fund held by CCCVB must be
maintained in a form approved by the City's Director of Finance, and must be available
for inspection and copying by the Director, and the Director's duly au#horized agents
and representatives during regular business hours of CCCVB. Records must be
maintained for at least 3 years after the expiration or termination of this agreement.
4. REPORTS.
4.01. By May 1 of each year, the CCCVB shall provide City Manager with a
BusinesslMarketing plan, which outlines the overall objectives of the CCCVB. The Plan
must 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
must be specifically identified and included in the plan. Other information necessary to
describe the CCCVB's efforts must be included as well.
4.02. Performance Reports: The CCCVB shall periodically report to the City Council on
the activities and work accomplished. The CCCVB shall make any special
presentations or prepare specific reports, if requested by the members of the City
Council, within 30 days of the request.
4.03. Annual Reports. The CCCVB shall report annually on the outcomes of the
performance measures presented in the BusinesslMarketing plan for the previous year.
The Annual Report is due within sixty {60} days after the end of each fiscal year while
this Agreement is in effect.
5. PERFORMANCE MEASURES.
5.01. The performance of the CCCVB under this agreement is based on level of hotel
occupancy tax earned.
5.02. CCCVB 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 CCCVB fiscal year meets or exceeds the minimum threshold of
$6,200,000.
5.03. Subject to the approval of the City Manager, the CCCVB shall, before undertaking
any special marketing campaign that is specifically funded by the Special Marketing
l=and, project the percentage increase in anticipated increase in Hotel Occupancy Tax
("HOT") revenues are expected over the prior three year rolling average of HOT
revenues.
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5.04. CCCVB's fiscal year begins August 1 and ends July 31.
fi. CONDUCT OF SERVICES
6.01. All of the Services provided by the CCCVB under this Agreement must be in
conformity with the purposes for which the HOT revenues may be expended as
authorized in the laws of the State of Texas.
7. BOND.
7.01. The officers and employees of CCCVB designated to withdraw funds from the
convention and visitor fund must be covered by a blanket fidelity bond in a penal sum of
$100,000. The bond must be provided by CCCVB, issued by a corporate surety
designating CCCVB as named insured, the City as an additional named insured, and in
the form as to be approved by the City Attorney.
8, COMPENSATION.
8.01. The City agrees that for the convention and visitor services performed by CCCVB
under this Agreement, the City shall pay CCCVB annually the sum of 40% of the City's
7% hotel occupancy tax receipts received by the City for the CCCVB's current fiscal
year, divided into monthly payments described in Section 8.02. The amount to be paid
to CCCVB is referred to in this Agreement as the Base Amount. Provided, however,
that should hotellmotel tax receipts received by the City for the twelve months ending
March 31 in any year fall below $5,580,000, the Base Amount for the following fiscal
year may be renegotiated. Each of the above amounts must be calculated based upon
the amount of City hotellmotel tax receipts received by the City, excluding the two
percent increase adopted in 1999 for convention center expansion and revenues
authorized to clean and maintain public beaches by Chapters 156 and 351, Texas Tax
Code.
8.02. During the term of this Agreement, the City shall pay to CCCVB a sum equal to
one_twelfth of the total annual amount payable to CCCVB for the convention and visitor
services provided under 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 the payments are justified by documentation provided by
CCCVB.
8.03. CCCVB may be entitled to additional incentive payment, to be calculated as
follows: CCCVB shall receive 55% of the City's 7% hotel tax receipts {which excludes
the 2% dedicated to repay the debt on the American Bank Center and amounts
authorized by State law for use to clean and maintain public beaches), for amounts
which exceed the 3 year rolling average by more than 5%, adjusted for the rate of
inflation or deflation as the reported in the Star Report from Smith Travel Research, or
similar mutually agreed upon index. 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 for calendar years 2007 through 2009, after being adjusted
for an inflation or deflation, is as follows:
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Fiscal Year Amount of 7% hotel tax receipts
2007 $6,000,D00
2008 $6,180,000
2009 $6,365,400
2010 $6,750,000
The 3 year rolling average for fiscal year 2010 is the average of the receipts for years
2007, 2008, and 2009 is $6,181,800. The amount that exceeds the 3 year rolling
average by more than 5% would be $6,367,254 ($6,181,800 X 105% equals
$6,490,890). Therefore, in this example, the incentive base to CCCVB in fiscal year
2010 would be the difference between collections of $6,750,000 and $6,490,890, which
equals $259,110. Therefore, 55% of $259,110, or $142,511, would be paid as an
incentive to the CCCVB. 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
5% will be substituted for the actual collection for that year. (The example above does
not reflect any adjustments for inflation of deflation.}
8.04. The City reserves the right to renegotiate in the second year of this agreement an
increase in the threshold required to be surpassed for the CCCVB to be eligible for the
increased incentive payment (i.e., current rate is 5%}.
8.05 The City shat[ fund a Special Marketing Fund, with an initia{ balance of $500,000,
which the CCCVB may use special marketing campaigns
8.06 The City reserves the right to renegotiate the CCCVB's accountability for return on
investment on the expenditures of the Special Marketing Fund in the second year of the
agreement.
8.07 To receive an incentive payment, CCCVB must be in compliance with all terms of
this Agreement.
9. BOARD OF DIRECTORS
9.01. The affairs of the CCCVB shall be governed by a board of directors ("Board"),
which must be composed of eleven {11) members selected directly by the City Council
of the City. The members must 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
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5 members from the communi#y at large.
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 members
9.03. Appointments to the Board will be for staggered, two-year terms. Current
members of the Board may serve until their current terms expire. No person may serve
as a voting member of the Board for a period longer than six years consecutively,
unless the service is required by virtue of the person's position or title or to complete an
unexpired term.
9.04. The CCCVB may make recommendations to the City Council for directors as
directors' terms expire, but the CCCVB always shall nominate more individuals than the
number 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
CCCVB or any other group.
9.05. Unexcused absences from more than twenty five (25} percent of regularly
scheduled meetings during a term year must result in an automatic vacancy, which
vacancy must be promptly reported to the City Council. An absence must be
unexcused unless excused by the board for goad cause no later than its next meeting
after the absence. Any member, otherwise eligible, may not be precluded from
reappointment by reason of the automatic vacancy.
9.05. CCCVB"s Board of Directors may establish those standing committees it deems
necessary. The Board is authorized to and must employ a PresidentlChief Executive
Officer to exercise day to day management and administration of CCCVB.
9.06. The Board of Directors will operate under bylaws developed by the Board.
Changes to the bylaws may be made only by atwo-thirds vote of CCCVB's Board of
Directors. No change in bylaws may be considered, which is inconsistent with any
provision of this Agreement. The City Manager will be notified of any proposed changes
to the bylaws at least two weeks prior to the adoption of the bylaws by the Board of
Directors.
9.07. CCCVB agrees that meetings of its board of directors must be open to the public,
and the meetings may be closed only when the board determines that an executive
session is necessary for the purpose of discussing proprietary business.
9.08. The City and CCCVB agree that in no event may the City be liable for any
contracts made by CCCVB with any person, firm, corporation, association, or
governmental body
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9.09. The City and CCCVB agree that in no event may the City be liable for any
damages, injuries, or losses charged to or adjudged against CCCVB arising from its
operations, or the use or maintenance of its facilities.
10. TERM AND TERMINATION
10.01. The term of the Agreement commences as of November 1, 2010 and continues
until July 31, 2015, subject to termination as provided in this Agreement.
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 cancels this
Agreement upon one year's notice, the City assumes 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. The City reserves the right to terminate the contract
without notice for cause.
11. MISCELLANEOUS
11.01. This Agreement constitutes a novation and supersedes all other contracts and
understandings previously made between the City and the the Corpus Christi
Convention and Visitors Bureau.
11.02. CCCVB 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 change of name or use of additional names may be deemed a
modification of this Agreement.
11.03. CCCVB sha[I comply with all applicable Federal, State, and local laws, rules and
regulations, in providing services under this agreement.
11.04. Ail notices, requests or other communications related to this Agreement must 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 under (a}
of the prior sentence are effective upon deposit in the United States mail. The notice
addresses of the parties, until changed as provided in this Agreement, are as follows:
City: City of Corpus Christi, Texas
Attention: 'Angel R. Escobar, City Manager
1201 Leopard Street
P. ~. Box 9277
Corpus Christi, Texas 78469
CCCVB: Corpus Christi Area Convention & Visitors Bureau
1201 Shoreline Drive
Corpus Christi, Texas 78401
A#tn: President
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1 ~ .05. If for any reason any section, paragraph, subdivision, clause, phrase, word, or
provision of this Agreement is held invalid or unconstitutional by final judgment of a
court of competent jurisdiction, it may 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 of this Agreement be given full force and effect for its purpose.
11.06. No amendments, modifications, or other changes to this Agreement are valid or
effective absent the written agreement of the parties. This Agreement may be execu#ed
in one or more counterparts, each of which are deemed an original, and ail of which
constitute, but one and the same instrument.
11.07, It is understood and agreed that CCCVB 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 the copyrights for the City during the term of
this Agreement.
~ 1.08. CCCVB 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 signature.
CITY OF CORPUS CHRISTI, TEXAS
r
By: ~~~~
'A a R. Escobar
City Manager
Date: ( ~ ~b
ATTEST:
Armando Chapa
City Secretary
CORPUS CHRISTI CONVENTION &
VISITORS BUREAU
By: ~ ~M--~-~-
eith Arnold
Chief Executive Officer
Date: 11 f f ~~ia
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APPROVED AS TO LEGAL FORM:
This 4~h day of November, 2010
R. y fining
First Assistant Cit Attorney
For City Attorney
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EXHIBIT A
INSURANCE REQUIREMENTS
I. CCCVB'S LIABILITY INSURANCE
A. CCCVB may not commence work under this agreement until all insurance required
in this Agreement have been obtained and the City has approved the insurance.
CCCVB may not allow any subcontractor to commence work until all similar insurance
required of the subcontractor has been obtained.
B. CCCVB 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 for the General liability policy and a blanket waiver of subrogation is required on
all applicable policies.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-Day written notice of cancellation, Bodily Injury and Property Damage
non-renewal, termination, or material
change is required on all certificates Per occurrencelaggregate
COMMERCIAL GENERAL LIAB[L1TY $1,000,000 COMBINED SINGLE LIMIT
including:
1. Commercial Form
2. Premises -Operations
3. Products) Completed Operations
4. Contractual Liability
PROFESSIONAL LIABILITY: Coverage $1,000,000 COMBINED SINGLE LIMIT
provided must cover officers, directors,
employees and agents, including:
1. ERRORS and OMISSIONS
In the event of accidents of any kind, CCCVB must furnish the City's Risk Manager with
copies of all reports of accidents within 10 days of any accident.
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II. ADDITIONAL REQUIREMENTS
A. CCCVB's financial integrity is of interest to the City; therefore, subject to CCCVB's
right to maintain reasonable deductibles in such amounts as approved by the City,
CCCVB shall obtain and maintain in full force and effect for the duration of this Contract,
and any extension of the Agreement, at CCCVB's sole expense, insurance coverage
written on an occurrence basis, by companies authorized and admitted to do business
in the State of Texas and with an A.M. Best's rating of no less than A-VII.
B. The City is entitled, upon request and without expense, to receive copies of the
policies, declarations pages, and all endorsements to the policies, as they apply to the
limits required by the City, and may require the deletion, revision, or modification of
particular policy terms, conditions, limitations, or exclusions (except where policy
provisions are established by law or regulation binding upon either of the parties to this
Agreement or the underwriter of any such policies). CCCVB shall comply with any
requests, and shall submit a copy of the replacement certificate of insurance to City at
the address provided below within 10 days of the requested change. CCCVB shall pay
any casts incurred resulting from the changes. All notices under this Exhibit must be
given to City at the following address:
City of Corpus Christi
Attn: Risk Management
P.O. Box 9277
Corpus Christi, TX 78469-9277
Fax #: (369) 826-4555
C. CCCVB agrees that with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
1. Name the City and its officers, officials, employees, volunteers, and elected
representatives as additional insured by endorsement, with respect to operations
and activities of, or on behalf of, the named insured performed under this
Agreement with the City, with the exception of the workers' compensation and
professional liability policies.
2. Provide for an endorsement that the "other insurance" clause shall not apply
to the City of Corpus Christi, where the City is an addi#ional insured shown on the
policy.
3. Provide thirty (30} calendar days advance written notice directly to City of any
suspension, cancellation, non-renewal, or material change in coverage, and not
less than ten (10}calendar days advance written notice for nonpayment of
premium.
D. Within five (5) calendar days of a suspension, cancellation, or non-renewal of
coverage, CCCVB shall provide a replacement Certificate of Insurance and applicable
endorsements to City. The City shall have the option to suspend CCCVB's performance
should there be a lapse in coverage at any time during this Agreement. Failure to
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provide and to maintain the required insurance constitutes a material breach of this
contract.
E. In addition to any other remedies, the City may have upon CCCVB's failure to
provide and maintain any insurance or policy endorsements to the extent and within the
time required, the City has the right to order CCCVB to stop work under this Agreement,
and may withhold any payment that becomes due to CCCVB under this Agreement until
CCCVB demonstrates compliance with the requirements of this Exhibit.
F. Nothing in this Exhibit may be construed as limiting in any way the extent to which
CCCVB may be held responsible for payments of damages to persons or property
resulting from CCCVB's or its subcontractors' performance of the work covered under
this Agreement.
G. It is agreed that CCCVB's insurance is deemed primary and non-contributory with
respect to any insurance or self insurance carried by the City of Corpus Christi for
liability arising out of operations under this Agreement.
H. It is understood and agreed that the insurance required by this Exhibit is in addition
to and separate from any other obligation contained in this contract.
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