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HomeMy WebLinkAboutC2019-693 - 9/17/2019 - Approved Page 1 of 9 AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND Harbor Playhouse Company, Inc.("RECIPIENT") (HOTEL OCCUPANCY TAX REVENUE RECIPIENT AGREEMENT) The State of Texas KNOW ALL BY THESE PRESENTS: County of Nueces This Hotel Occupancy Tax Revenue Recipient Agreement ("Agreement") is made between the City of Corpus Christi, a Texas home-rule municipal corporation ("City'), acting through its duly authorized City Manager or designee ("City Manager"), and Harbor Playhouse Company, Inc. ("Recipient"), a Texas non-profit corporation, qualified as a 501(c)(3) organization under 26 U.S.C. Section 501(c)(3). Whereas,City desires to encourage and fund activities that promote the arts and in doing so serve to promote tourism and the convention and hotel industry within the City of Corpus Christi, in accordance with Chapter 351 of the Texas Tax Code; Whereas Recipient desires to provide those activities that promote the arts,and in doing so serve to promote tourism and the convention and hotel industry within the City of Corpus Christi; Now,therefore,City and Recipient agree as follows: I. Purpose. The City desires to expend funds from the City's Hotel Occupancy Tax Revenue to fund activities produced by non-profit, community-oriented organizations, specifically those programs that promote the arts and in doing so also promote tourism and the convention and hotel industry within the City of Corpus Christi. II. Term. This agreement commences on October 1, 2019 and terminates on September 30, 2020. III. City's Duties. City agrees to pay Recipient$15,000.00 out of FY 2019-20 revenue from the City of Corpus Christi's Hotel Occupancy Tax fund for use in accordance with Section IV below (the"Grant Funds"). In no event will City be liable for an amount in excess of this Grant Funds amount. IV. Recipient's Duties-Eligible Activities. Use of Grant Funds by Recipient is limited to those activities that, without exception, meet all three of the following requirements, herein referred to as"Activities": (A)the activities are described in the attached and incorporated Exhibit"A"; (B) the activities are in the categories of art that are eligible for funding as described in Section 351.101(a)(3) and (4) of the Texas Tax Code, and Section 351.101(b), copy attached as"Exhibit B";and (C)the activities promote both tourism and the convention and hotel industry within the City of Corpus Christi. SCANNED Page 2 of 9 V. Promotion of Tourism and the Convention and Hotel Industry. Recipient must actively promote tourism to the City and the City's hotel and convention industry as a goal of Recipient's Activities. This may be accomplished by working to increase the number of out-of-town program attendees through target promotion and by working with the local Hotel-Motel and Condominium Associations. VI. Completion Report. Recipient must submit to the City's Director of Management and Budget ("Director") a completion report ("Report"), no later than thirty (30) days following the termination of this Agreement. The Director, or his designee, shall review this Report to verify whether the Grant Funds provided to Recipient was spent in accordance with the requirements in this Agreement.The Report must include the following criteria: (A)Written assurance to City that all Activities funded by the City served to promote the arts in the community. This shall be evidenced by providing the City with a written description of Recipient's marketing or advertising strategy. (B) For all Activities funded by the City, Recipient must submit to the City a written estimate of the number of Recipient's Arts program attendees that reside outside the territorial limits of the City of Corpus Christi. This may be accomplished by the use of a visitor log,by tallying the number of out-of-town billings or by listing the out-of-town mailing addresses gathered through the ticket sales process. (C)An estimate of the total Arts Program attendance. (D)A statement of Recipient's Arts Program revenues and expenditures. ( E) Number of attendees that reside outside the City limits that attended the events described on Exhibit A. VII. Records Retention. Recipient must at all times during the term of this Agreement, and for five years following the expiration of the Agreement,keep true,accurate,complete,and auditable records. Recipient agrees to: (A)at least annually make periodic reports to the City of its expenditures from the Grant Funds provided under this agreement;and (B)make records of these expenditures available for review to the City. VIII. Disbursement of Funds. Recipient understands and agrees that payment by the City of Grant Funds under this Agreement is contingent upon Recipient's full compliance with the requirements of this Agreement. Should Director determine within five years from effective date of this Agreement that Recipient has failed to comply with the requirements contained in this Agreement,the Agreement is subject to termination in accordance with Section listed below,and all Grant Funds must be repaid to the City. IX. Unexpended funds. Upon termination of this Agreement, Recipient must promptly refund to City any unexpended Grant Funds. X. Advertising. Recipient must recognize the City of Corpus Christi as a contributor on all advertisements and publications regarding Recipient's Arts Program. Recipient must provide ■ Page 3 of 9 Director with a copy of all Recipient-sponsored advertising and promotion materials regarding its Activities. Xl. Modifications and Waivers. No provision of this Agreement may be altered, changed, modified, or waived. XII. Relationship between Parties. Nothing in this Agreement shall constitute a partnership, joint venture,or principal-agent relationship between the parties. XIII. Compliance with Laws. Recipient shall observe and obey all applicable laws,ordinances, regulations and rules of the Federal, State, Country and City governments, in particle Chapter 351 of the Texas Tax Code. This Agreement is subject to applicable provisions of the City Charter and the City Code of Ordinances. XIV. Non-discrimination. Recipient shall not discriminate,or permit discrimination against any person or group of persons, as to employment or in the provision of services, activities, and programs. Discrimination as it pertains to this section includes discrimination on the basis of race, religion, national origin, sex, disability, or age, or in any other manner that is prohibited by the laws of the United States or the State of Texas. Director retains the right to take action deemed necessary by Director to enforce this non-discrimination covenant. Violation of this provision will result in the immediate termination of this Agreement. XV. Indemnity. Recipient hereby fully agrees to indemnify and hold harmless the City of Corpus Christi, its officers, employees, representatives, licensees, and Invitees ("indemnitees") against any and all liability, damage, loss, claims, demands, and actions of any nature due to personal injuries including, but not limited to, workers' compensation and death claims, or any property loss or damage of any kind, that arises out of or is In any manner connected with, caused by, either proximately or remotely, wholly or in part, or claimed to have arisen out of, been connected with, or have been caused by, any act or omission,negligence, or misconduct on the part of Indemnitees or Recipient, or Recipient's agents, servants, employees, guests, contractors, patrons, licensees, or invitees participating in or observing Recipient's Activities. Recipient further agrees to indemnify and hold harmless Indemnitees in any situation in which injury or damage results from a violation by the Indemnitees or Recipient, or Recipient's agents, servants, employees, guests, contractors, patrons, licensees, or invitees, of any law,statute, ordinance, or government order of any kind. Further,Recipient will indemnify and hold harmless indemnitees where injury or damage results or arises out of the exercise or rights or performance of obligations created by this Agreement. These terms of indemnification are effective regardless of whether said injuries or damages result from the sole negligence, contributory negligence, or concurrent negligence of indemnitees. Recipient must, at its own expense, investigate all claims and demands, attend to their final resolution either by settlement or otherwise, defend all actions with counsel satisfactory to Indemnitees, and pay all costs and expenses related to such actions on account of liability, damage, loss, claims, demands, or actions, Including attorney fees. ■ Page 4 of 9 XVI. Termination. (A)The City may terminate this Agreement for any of the following reasons: (1) The City may immediately terminate the Agreement due to any violation by Recipient of section XIII or XIV of this agreement. (2)The City may terminate the Agreement upon fourteen(14)days written notice, specifying that the Director has determined that Grant Funds were used for purposes other than those allowed under Section 351.101(a)of the Tax Code,and require Recipient to reimburse the City all Grant Funds award. (3)The City may terminate this Agreement due to Recipient's use of Grant Funds to pay for activities other than those qualifying as Eligible Activities under section IV of this Agreement. Director has the sole discretion to make the determination that Grant Funds were used for activities other than those qualifying as Eligible Activities. The City may terminate the Agreement upon fourteen(14)days written notice,and require Recipient to reimburse the City all Grant Funds awarded. (B)Recipient may terminate this Agreement without cause upon thirty(30)days written notice to City. If Recipient chooses to terminate the Agreement, Recipient must repay all Grant Funds awarded,whether those funds were expended on Eligible Activities or not. XVII. Severability. If any term or provision of this Agreement or its application to a person or circumstance is determined to be illegal, unenforceable or invalid, the remainder of this Agreement will not be affected by that illegality, unenforceability, or invalidity. To the extent possible,similar legal,valid,and enforceable terms will automatically be substituted for those that are found to be illegal,invalid,and unenforceable. XVIII. Notices. All notices provided for or permitted under this Agreement by either party must be in writing and must be delivered by one of the following methods: (1)personal delivery; (2) deposit with the United States Postal Service via certified or registered mail, return receipt requested, postage prepaid. Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service.All notices be made to: If to City: City of Corpus Christi Director,Parks&Recreation P.O.Box 9277 Corpus Christi,TX 78469-9277 (361)880-3461 If to Recipient: Harbor Playhouse Company.Inc. Attn: Executive Director 1 Bavfront Park Corpus Christi,Texas 78401 Either party may change the address to which notice is sent by providing notice as described ■ • Page 5 of 9 above. Recipient must notify City of an address change within thirty(30)days after Recipient's address has changed. 1XX. Waivers. The failure of either party to complain of any act or omission on the part of the other party,no matter how long the same may continue,will not be deemed a waiver by said party of any of its rights as enumerated in this Agreement. XX. Entirety. This Agreement and all exhibits attached constitute the entire and sole agreement between the parties regarding the subject matter described in this Agreement. No other written documents or oral representations will have any force or effect on the subject matter of this Agreement. XXI. Captions. The captions contained in this Agreement are not a part of this Agreement and do not in any way affect or alter the terms of this Agreement. XXII. Assignment. This Agreement may not be, in whole or in part, assigned or transferred directly or indirectly without prior written consent of City. XXIII. Disclosure of Interests. Recipient agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this Agreement. Recipient agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this Agreement. For more information, please review the information on the Texas Ethics Commission website at httos://www.ethics.state.tx.us. Recipient agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. Executed on the 1 5 day of OC-1-0 , 2019. CITY OF CORPUS CHRISTI _ 1 74(0)2,04,-1--E(te44_,c Peter Zanoni, City Manager ATTEST. RCA HUERTA APPROVED: N'6 ,2019 CITY SECRETARY Lisa Aguilar Assistant City ttorney ( /� For City Attorney .0.) - r.2'.{,aci..AU I ttUKuLi_• 1T C IINCil 1 - SECRETARY Page 6 of 9 Recipient: Harbor Playhouse Company, Inc. By: Name: sat. c C Title: (YIU,na h� b‘`reC lisr Date: Loi(S;'� Page 7 of 9 EXHIBIT A Description of Recipient's Activities: The Harbor Playhouse provides year round live theatrical performances ranging from small studio productions to large major musical productions. These productions are mounted by a very small paid staff and a large population of volunteers. In addition to our very aggressive season we provide quality theatre education classes. These classes include, but are not limited to, acting, music, dance, and production for all children ages 4 years old through 18 years old. The Harbor Playhouse is a vital cultural asset to the entire Coastal Bend Community. Throughout the year we offer The Family Entertainment Series which is designed to provide live theatrical performances appropriate for all ages. Included in The Family Entertainment Series is PLAYtime (Performing Live Art for Youth) in which students are brought to our theater and witness the magic of live theater at a price that makes _it accessible to all education venues. Page 8 of 9 EXHIBIT B Texas Tax Code §351.101. USE OF TAX REVENUE. a)Revenue from the municipal hotel occupancy tax may be used only to promote tourism and the convention and hotel industry, and that use is limited to the following: (1) the acquisition of sites for and the construction, improvement, enlarging, equipping, repairing, operation, and maintenance of convention center facilities or visitor information centers,or both; (2) the furnishing of facilities, personnel,and materials for the registration of convention delegates or registrants; (3) advertising and conducting solicitations and promotional programs to attract tourists and convention delegates or registrants to the municipality or its vicinity; (4) the encouragement, promotion,improvement,and application of the arts, including instrumental and vocal music, dance, drama, folk art, creative writing, architecture, design and allied fields,painting,sculpture, photography,graphic and craft arts, motion pictures, radio, television, tape and sound recording, and other arts related to the presentation,performance,execution, and exhibition of these major art forms; (5) historical restoration and preservation projects or activities or advertising and conducting solicitations and promotional programs to encourage tourists and convention delegates to visit preserved historic sites or museums: (A) at or in the immediate vicinity of convention center facilities or visitor information centers; or (B) located elsewhere in the municipality or its vicinity that would be frequented by tourists and convention delegates; (6) for a municipality located in a county with a population of one million or less, expenses, including promotion expenses, directly related to a sporting event in which the majority of participants are tourists who substantially increase economic activity at hotels and motels within the municipality or its vicinity; and (b) Revenue derived from the tax authorized by this chapter shall be expended in a manner directly enhancing and promoting tourism and the convention and hotel industry as permitted by Subsection (a). That revenue may not be used for the general revenue purposes or general governmental operations of a municipality. (c) The governing body of a municipality by contract may delegate to a person,including another governmental entity or a private organization, the management or supervision of programs and activities funded with revenue from the tax authorized by this chapter. The governing body in writing shall approve in advance the annual budget of the person to which it delegates those functions and shall require the person to make periodic reports to the governing body at least quarterly listing the expenditures made by the person with revenue from the tax authorized by this chapter.The person must maintain revenue provided from the tax authorized by this chapter in a separate account established for that purpose and may not commingle that revenue with any other money.The municipality may not delegate to any person the management or supervision of its convention and visitors programs and activities funded with revenue from the tax authorized by this chapter other than by contract as provided by this subsection. The approval by the governing body of the municipality of the annual budget of the person to whom the governing Page 9 of 9 body delegates those functions creates a fiduciary duty in the person with respect to the revenue provided by the tax authorized by this chapter. (d) A person with whom a municipality contracts under this section to conduct an activity authorized by this section shall maintain complete and accurate financial records of each expenditure of hotel occupancy tax revenue made by the person and,on request of the governing body of the municipality or other person, shall make the records available for inspection and review to the governing body or other person. (e) Hotel occupancy tax revenue spent for a purpose authorized by this section may be spent for day-to-day operations, supplies, salaries, office rental, travel expenses, and other administrative costs only if those administrative costs are incurred directly in the promotion and servicing expenditures authorized under Section 351.101(a). If a municipal or other public or private entity that conducts an activity authorized under this section conducts other activities that are not authorized under this section, the portion of the total administrative costs of the entity for which hotel occupancy tax revenue may be used may not exceed the portion of those administrative costs actually incurred in conducting the authorized activities. (f) Municipal hotel occupancy tax revenue may not be spent for travel for a person to attend an event or conduct an activity the primary purpose of which is not directly related to the promotion of tourism and the convention and hotel industry or the performance of the person's job in an efficient and professional manner. (g) Nothing in this section shall prohibit any private entity, person, or organization from making subgrants by contract to any other person, entity, or private organization for expenditures under Section 351.101(a)(4). A subgrantee shall: (1) at least annually make periodic reports to the governing body of its expenditures from the tax authorized by this chapter; and (2) make records of these expenditures available for review to the governing body or other person. g CITY OF CORPUS CHRISTI ;i I DISCLOSURE OF INTEREST 1862 Corpus Christi Code§ 2-349,as amended,requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with NA". See next page for Filing Requirements, Certification and Definitions. COMPANY NAME: .-}r,k,4304- P.O.BOX: STREET ADDRESS: N • C-FIC,F GIfY'A_ CITY: Cow, �n�� STATE: --1—excLcv ZIP: 184-01 FIRM IS: 1. Corporation 2.Portnership _ 3.5ole Owner 0 4. Association S.Other _ J DISCLOSURE QUESTIONS C� If additional space is necessary,please use the reverse side of this page or attach separate sheet. 1.State the names of each "employee" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm.' Name Job Title and City Deportment(if known) 2.Slate the names of each "official"of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member"of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Nome Board,Commission or Committee 1 4.State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest"constituting 3%or more of the ownership in the above named "firm." Name Consultant