HomeMy WebLinkAboutC2015-404 - 9/29/2015 - Approved AMENDED CONSULTING SERVICES AGREEMENT
BETWEEN
CITY OF CORPUS CHRISTI
AND
CORPUS CHRISTI CONVENTION & VISITORS BUREAU
This Amended 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, the 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, in accordance with the organization's mission, drive overnight
visitors to the Corpus Christi area. Specific activities required include;
(A) Lead attraction and support of meetings, conventions and tradeshows within
Corpus Christi, including the following specific activities:
a. solicit various organizations and associations to conduct meetings/
conventions/tradeshows within Corpus Christi year-round;
b. utilize various advertising/marketing techniques to promote City of Corpus
Christi as a desirable year-round meeting and convention destination;
c. provide support services to meetings and conventions in Corpus Christi;
d. focus efforts on the City's Convention Center;
(B)promote the City of Corpus Christi as a year-round, leisure tourism destination;
(C)design and implement an advertising campaign with state, national, and
international coverage to feature the Corpus Christi area as an attractive region for
tourism;
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(D)support for special events that will create overnight visitors;
(E)maintain high quality, updated website and printed materials for visitors;
(F) serve as main point of information for inquiries related to tourism and convention-
related business in the Corpus Christi area;
(G)operate visitor information center(s);
(H)research and advise the City on projected growth of tourism and convention-
related business to assist City planning efforts, including expanding segments of
the industry, such as sports tourism, cultural tourism and nature tourism;
(I) provide feedback to City, as requested, to facilitate policy decisions made in the
interest of tourism promotion;
(J) act as a liaison for the City in its relationships with the music and film industries;
(K)perform all responsibilities of tourism and marketing;
(L) perform additional duties as agreed upon by both parties which are consistent with
the organization's mission statement.
2. APPROPRIATIONS AND AUDIT
2.01. 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.
2.02. 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.
2.03. Expenditures exceeding the total budgeted amount must be paid from clearly
identified funds of CCCVB.
2.04. 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.
2.05. The parties agree that receipt of these funds creates a fiduciary duty of the
CCCVB.
2.06. CCCVB shall provide an Independent audit for expenditures of funds allocated
under this agreement for each year based on a fiscal year ending September 30.
2.07. 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, so as to include a statement
of support, revenues, expenses, and balance sheets for all funds.
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2.08. Early reports of an independent audit of the CCCVB's expenditures and revenues
during the previous fiscal year performed by a Certified Public Accountant under
Generally Accepted Accounting Principles (GMP) must be submitted to the City Manager
within ninety (90) days after the end of each fiscal year that this Agreement is in effect.
2.09 City shall have the right during each calendar year or fiscal year to authorize an audit
of CCCVB's records pertaining to its revenues and expenditures of funds allocated under
this agreement. Such audits shall be undertaken by City's staff or a firm of Certified Public
Accountants satisfactory to City. The cost of such audit shall be paid by City.
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 authorized 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. Business Plan: By July 31 of each year the CCCVB shall provide City Manager with
a Business/Marketing Plan that 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. The Plan will be in a format similar to the City's
Business Plan template. 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 Required Quarterly Reports: The CCCVB shall provide quarterly reports to the City
on expenditures of Hotel Occupancy Tax ("HOT") funds, in accordance with Tax Code
§351.101 (c).
4.03. 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 City Council, within 30 days of the request.
4.04. Annual Report. The CCCVB shall report annually on the outcomes of the
performance measures presented in the Business/Marketing 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. The Annual Audit referenced in Section 2shall be provided
promptly upon completion but in any event within ninety (90) days after the end of each
fiscal year.
5. PERFORMANCE MEASURES.
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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 the City's 7% portion of the hotel occupancy tax earned and
received by City for that fiscal year meets or exceeds the minimum threshold of
$6,200,000.
5.03. CCCVB's fiscal year runs from October 1 through September 30.
6. 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. Hotel Occupancy Tax Share: 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 44% of the City's 7% hotel occupancy tax receipts received by the City for the
CCCVB's current fiscal year, but specifically excepting all hotel occupancy tax receipts
received by the City that are generated from any and all districts of the Schlitterbahn
Beach Country project described in the Chapter 380 Economic Development Incentive
Agreement Between the City of Corpus Christi, Texas and Upper Padre Partners, LP and
North Padre Waterpark Holdings, LTD approved by the City Council by Resolution No.
029487 on May 22, 2012 ("Schlitterbahn"), divided into monthly payments described in
Section 8.02. The amount to be paid to CCCVB is referred to in this Agreement as the
Contract Amount.
8.02 HOT Trigger of Renegotiation: Should hotel/motel tax receipts received by the City
for the twelve months ending March 31 in any year fall below $6,200,000, the Contract
Amount for the following fiscal year may be renegotiated. Each of the above amounts
must 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
expansion and revenues authorized to clean and maintain public beaches by Chapters
156 and 351, Texas Tax Code.
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8.03. Payment Schedule: During the term of this Agreement, the City shall pay to CCCVB
a sum equal to one-twelfth of the 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.
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 thirteen (13) members selected directly by the City Council of the
City. The members must be representatives of the following groups:
3 members from the hotel industry;
3 members from the attraction industry;
2 members from the restaurant industry; and
5 members from the community 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 two (2) more individuals
than the total 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 good 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.
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9.06. CCCVB's Board of Directors may establish those standing committees it deems
necessary. The Board is authorized to and must employ a President/Chief Executive
Officer to exercise day to day management and administration of CCCVB.
9.07. 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 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.
9.08. 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.
9.09. 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.
9.10. 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 October 1, 2015 and continues until
September 30, 2018, 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 replaces and supersedes all other contracts and understandings
previously made between the City arid CCCVB.
11.02. CCCVB specifically reserves the right to change its name as a corporate entity
and do business under one or mote 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 shall comply with all applicable Federal, State, and local laws, rules and
regulations in providing services under this agreement.
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11.04. All 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: Ronald L. Olson, City Manager
1201 Leopard Street
P.O. Box 9277
Corpus Christi, Texas 78469
CCCVB: Corpus Christi Area Convention &Visitors Bureau
Attention: Chief Executive Officer
1201 Shoreline Drive
Corpus Christi, Texas 78401
11.05. 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 executed
in one or more counterparts, each of which are deemed an original, and all 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 ti- City during the term of this
Agreement.
11.08. 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.
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CITY OF CORPUS CHRISTI, TEXAS _ .---C-M-ripbc HRISTI CONVENTION &
VISITORS BUREAU
By: )?Att ' c_13. . ,11 , i
Ronald L.lson 'aulette Kluge
City Manager Chi ecu ive #ft
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Date: iOPP 5 Date: 11 LS
ATTEST:
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Rebecca Huerta
City Secretary
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Lis Aa gu
Assistant City Attome'Y
For City Attorney
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Page 8 of 11
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 has 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 Per
non-renewal, termination, or material occurrence/aggregate
chanae is reauired on all certificates
$1,000,000 COMBINED SINGLE LIMIT
COMMERCIAL GENERAL LIABILITY
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.
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.
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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 costs 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#: (361) 826-4555
C. CCVB 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 additional 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
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
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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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