HomeMy WebLinkAboutC2021-164 - 6/15/2021 - Approved AMENDED AND RESTATED
MANAGEMENT SERVICES AGREEMENT
BETWEEN
CITY OF CORPUS CHRISTI
AND
CORPUS CHRISTI AREA CONVENTION & VISITORS BUREAU
This Amended and Restated Management Services Agreement (the "Agreement") is
1 executed by and between the City of Corpus Christi, Texas, a municipal corporation
("City") and the Corpus Christi Area 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;
WHEREAS, the 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; and
WHEREAS, the City and the CCCVB most recently entered into a management services
agreement on October 15, 2019, and the Parties now wish to amend the agreement to
better meet the needs of both entities through this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:
1. SCOPE OF SERVICES.
1.1. The CCCVB shall, in accordance with the organization's mission, drive overnight
visitors to Corpus Christi. 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;
CANNED
(C)design and implement an advertising campaign with state, national, and
international coverage to feature Corpus Christi as an attractive location for
tourism;
(D)support 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 that brings visitors to Corpus Christi lodging facilities;
(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 an agent on behalf of the City in its relationships with the music and film
industries and adhere to the role prescribed to the Corpus Christi Film Office at the
Corpus Christi Convention and Visitors Bureau in the City Code of Ordinances
Chapter 36, Article III;
(K) perform all responsibilities of tourism and marketing;
1.2. The CCCVB shall enter into separate written sub-recipient agreements with all
entities receiving Hotel Occupancy Tax ("HOT") funds from the CCCVB for events. For
the purposes under this Agreement, a sub-recipient is an organization sponsoring an
event which would constitute a HOT-eligible project.
1.3. The CCCVB may host special events in the City that will create overnight visitors,
so long as such events are eligible uses of HOT funds. The CCCVB or an affiliated entity
may accept donations from private entities for such events, and all such donations and
other revenues shall be documented on the books and records maintained under the
control of CCCVB for use by the CCCVB or its affiliated entity for HOT-eligible projects.
1.4. The purchase of any goods and services with funds provided by the City under this
Agreement shall be conducted in a manner that assures the City that the funds are being
spent prudently and in a manner to get the best benefit to serve the above purposes. Any
goods or services with a cost exceeding $50,000 for which more than one source exists
and that are not specified for particular marketing or entertainment purposes shall be
purchased through a competitive process. Purchases under $50,000 will be conducted
using sound purchasing procedures such as solicitation of informal quotes from multiple
providers for purchases greater than $5,000 for which more than one source exists and
that are not specified for particular marketing or event-quality purposes. For example,
nothing in this section shall require the CCCVB to choose performers, advertising
locations or media, or similar strategic items on the basis of low price. The CCCVB staff
shall, within 90 days of the Effective Date, meet with the City's Contracts and Procurement
Department to discuss the City's purchasing policies and the policies that might be
appropriate for the CCCVB. The City may require additional training as appropriate.
1.5. The CCCVB shall promote events and attractions that draw visitors into lodging
facilities in the City of Corpus Christi. Any promotions or activities that include regional
events or attractions must be conducted in accordance with a Business Plan approved
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by the City, in accordance with direction from City Council. Any HOT funds received from
the City must be used in a manner that is aimed at increasing hotel occupancy within the
City and that complies with all laws related to the use of such funds.
2. APPROPRIATIONS AND AUDIT
2.1. 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. If funds for this Agreement are not appropriated in the budget for any
fiscal year, this Agreement shall automatically terminate.
2.2. The CCCVB must maintain revenue provided under this Agreement in a separate
account established for that purpose and may not commingle funds received from the
City in such account with any other funds. The CCCVB may periodically draw from such
account for deposit into its operating account in order to make expenditures for HOT-
eligible purposes and projects.
2.3. Expenditures exceeding the total budgeted amount must be paid from clearly
identified funds of the CCCVB.
2.4. Interest earned on funds contributed to the 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 the CCCVB use within the convention
and visitor fund account.
2.5. Parties agree that receipt of these funds creates a fiduciary duty of the
CCCVB.
2.6. The 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. The
CCCVB shall retain copies of the annual independent audit indefinitely.
2.7. Accounting records and the necessary independent audits must conform to the
accounting standards as promulgated by the Financial Accounting Standards Board or
any other relevant accounting agency and to the requirements of applicable state law, so
as to include a statement of support, revenues, expenses, and balance sheets for all
funds. Any reports and audits must be signed by management of the CCCVB.
2.8. 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 must be submitted to the City Manager within 120 days after the
end of each fiscal year that this Agreement is in effect. To be considered independent,
the audit must be performed by an entity that does not supply other accounting services
to the CCCVB and that is not otherwise affiliated with the CCCVB.
The 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 HOT funds
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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. The CCCVB shall include this audit provision in all contracts with any sub-recipients
of HOT funds for the sole purpose of confirming the use of any HOT funds provided. The
CCCVB shall maintain records received from each of such sub-recipients confirming the
proper use of any HOT funds provided.
2.9. CCCVB's fiscal year runs from October 1 through September 30.
3. RECORDS.
3.1. Accounting and financial records of the convention and visitor fund held by the
CCCVB must be maintained in a format 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 the CCCVB.
Records must be maintained for at least five years after the expiration or termination of
this agreement. The CCCVB shall include this language in all contracts with sub-
recipients.
3.2. Pursuant to Senate Bill 943, which will go into effect on January 1, 2020, the CCCVB
understands that the requirements of Subchapter J, Chapter 552, Government Code, may
apply to this Agreement and the CCCVB agrees that the Agreement can be terminated if
the CCCVB knowingly or intentionally fails to comply with a requirement of that
subchapter. In accordance with Subchapter J, the CCCVB will:
(A)preserve all contracting information related to this Agreement in accordance with
Section 3.01 above;
(B)promptly provide to the City any contracting information related to the Agreement
that is in the custody or possession of the CCCVB on request of the City; and
(C)on termination of the Agreement, either provide all contracting information related
to this Agreement to the City at no cost, or preserve the contracting information
related to the Agreement as provided by the records retention requirements
applicable to the City.
3.03 The CCCVB will develop a methodology that it considers appropriate to measure
event and program success. For events and programs that require significant financial
commitment or staff time, the CCCVB will develop procedures on how to account for event
success through project accounting. Project accounting will include the following
elements:
(A) use of group account codes in the financial records to identify transactions by
activity, internal or external,
(B)include project specific transactions, with projected revenues and costs (direct and
indirect), assets and liabilities identified, and allocated to the project, and
(C)creation of a reporting system that tracks resources utilized in engaging in an
activity and communicates the level of event success.
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4. PERFORMANCE MEASURES.
4.1. Performance of the CCCVB under this Agreement is based on the following:
(A)an annual set of performance measures.
(B) HOT earned for a particular fiscal year if the amount of the City's 7% portion of the
HOT earned and received by City for that fiscal year meets or exceeds the minimum
threshold of$10,000,000, subject to adjustment each year.
(C) The CCCVB will propose the annual set of performance measures and any
adjustment to the minimum HOT threshold by July 31 of each year. The City
Manager, or designee must approve the final set of performance measures and
any adjustment to the minimum HOT threshold, with such approval expected
to occur prior to September 30 of each year.
5. REPORTS.
5.1. Business Plan: By July 31 of each year the CCCVB shall provide City Manager with
a Business Plan that outlines the overall goals and objectives of the CCCVB. The Plan
must describe the plan of action for the upcoming year, including strategic segments; a
line item budget; and significant initiatives. The Business Plan must include annual
performance measures that are approved by the City and be in substantially the format
attached hereto as Exhibit B. Opportunities to promote City-funded venues must be
specifically identified and included in the Business Plan. Other information necessary to
describe the CCCVB's efforts must be included, as well.
5.2 Quarterly HOT Expenditure Reports: The CCCVB shall provide written quarterly
reports to the City on expenditures of HOT funds, in accordance with Tax Code §351.101
(c). All reports must be signed by CCCVB management and provided 30 days following
the end of the quarter
5.3. Quarterly City Council Presentations and Report: The CCCVB shall provide a
presentation and report to the City Council at least quarterly on the activities and work
accomplished to include all annual performance measures, status of HOT revenue, and
highlights from the year. The CCCVB will coordinate with the City to choose the
appropriate dates to present the reports to City Council; provided that, in the event the
City does not provide dates quarterly for a personal presentation of the report such shall
not be deemed a default by the CCCVB if the CCCVB provides the information to the
City-appointed contract manager in writing.
5.4. Annual Written Report: The CCCVB shall provide a written report annually on the
outcomes of the performance measures for the previous year. The Annual Report is due
within 60 days after the end of each fiscal year while this Agreement is in effect.
5.5 The Annual Audit: The Annual Audit referenced in Section 2.08 shall be provided
promptly upon completion but in any event within 120 days after the end of each fiscal
year.
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6. CONDUCT OF SERVICES
6.1. 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.
The officers and employees, including leased employees, of the 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 approved by the City Attorney.
8. COMPENSATION.
8.1 HOT Share: The City agrees that for the convention and visitor services performed by
the CCCVB under this Agreement, the City shall pay the CCCVB annually the sum of 44%
of the City's 7% HOT receipts received by the City in the current fiscal year. The amount
to be paid to CCCVB is referred to in this Agreement as the Contract Amount.
8.2. Annual HOT Revenue Budget: The annual budget set for coming fiscal year will be
developed between CCCVB and city Budget Department and will be based on prior year
actual HOT collections and budget forecasting modeling.
8.3. CCCVB Annual Budget Approval: CCCVB will present the budgeted uses of Hotel
Motel tax to the City Council for approval annually prior to the adoption of the City's
operating budget.
8.4. Payment Schedule: During the term of this Agreement, the City shall pay CCCVB for
the convention and visitor services provided under this Agreement on or about the first of
each month. The amount paid on or about the first of each month will be an amount equal
to the HOT share collected, as defined in section 8.1, from two months prior to the payment
as illustrated in table below. In the case that the HOT share is expected to exceed the
budgeted amount, a budget amendment will be presented to City Council to allow for the
payment of collections in excess of the budgeted amount.
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HOT collected HOT Share
by City paid to CCCVB
August 30 October 1
September 30 November 1
October 30 December 1
November 30 January 1
December 30 February 1
January 30 March 1
February 30 April 1
March 30 May 1
April 30 June 1
May 30 July 1
June 30 August 1
July 30 September 1
8.5. Force Majeure: If the CCCVB or the City is prevented, wholly or in part, from fulfilling
its obligations under this Agreement by reason of any act of God, unavoidable accident,
acts of enemies, fires, floods, governmental restraint or regulation, other causes of force
majeure, or by reason of circumstances beyond its control, then the obligations of the
CCCVB or the City are temporarily suspended during continuation of the force majeure.
If either party's obligation is affected by any of the causes of force majeure, the party
affected shall promptly notify the other party in writing, giving full particulars of the force
majeure as soon as possible after the occurrence of the cause or causes relied upon.
9. SUSPENSION AND TERMINATION.
9.1 Suspension: The City may summarily suspend this Agreement with pay continuing
to fund the salaries and basic operations of the CCCVB, if the CCCVB breaches its
obligations hereunder and fails to cure such breach within sixty days after receiving
written notice of suspension. The City shall promptly apprise CCCVB of the basis for
suspension. Any such suspension shall remain in effect until the City determines that
appropriate measures have been taken to ensure CCCVB 's future compliance. Grounds
for such suspension include, but are not limited to the following:
(A) Failure to abide by any terms or conditions of this Agreement;
(B)Failure to keep and maintain adequate proof of insurance as required by this
Agreement;
(C)The violation of City, State, or federal laws by CCCVB as a result of the
commission and conviction of a crime of moral turpitude.
9.2 Termination Defined: For purposes of this Agreement, " termination" shall mean
termination by expiration of the Agreement or earlier termination pursuant to any of the
provisions hereof.
9.3 Termination for Cause: Upon written notice, which notice shall be provided in
accordance with Section 12.04, the City may terminate this Agreement as of the date
provided in the notice, in whole or in part, upon the occurrence of one (I) or more of the
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following events:
(A) the sale, transfer, pledge, conveyance or assignment of this Agreement without
prior approval;
(B) ceasing operations for a period of time exceeding twenty (20) days;
(C) the expenditure of HOT on gratuities in the form of hosting and amenities offered
or given by CCCVB outside reasonable industry business practices in excess of
nominal value or otherwise not previously approved by the City, or by any agent or
representative of CCCVB, to any officer or employee, including a leased employee,
of the City, County, State or any business prospect with a view toward securing a
contract or securing favorable treatment with respect to the awarding or amending,
or the making of any determinations with respect to the performance of such
contract; and
(D) failure to cure cause of suspension.
9.4 Defaults with Opportunity for Cure: Should CCCVB default in the performance of this
Agreement in a manner stated in this section, same shall be considered an Event of
Default. The City shall deliver written notice of the default, specifying in detail the matter(s)
in default. The CCCVB shall have sixty (60) calendar days after receipt of the written
notice, in accordance with Section 13.4. If CCCVB fails to cure the default within such
thirty-day cure period, the City shall have the right, without further notice or adoption of a
City ordinance, to terminate this Agreement in whole or in part as the City deems
appropriate. The following actions are defaults that may be cured by CCCVB:
(A) performing unsatisfactorily as evidenced by failure to make adequate progress
to meet CCCVB's pre-determined benchmarks for success, as outlined in the
annual Business Plan;
(B) failing to perform or failing to comply with any material term or covenant herein
required as determined by the City;
(C) bankruptcy or selling substantially all of company's assets; and
(D) gratuitous expenditures made in hopes of securing favorable contracts.
9.5 Termination by Law: If any State or federal law or regulation is enacted or
promulgated which prohibits the performance of any of the duties herein, or, if any law is
interpreted to prohibit such performance, this Agreement shall automatically terminate as
of the effective date of such prohibition.
9.6 Upon the effective date of expiration or termination of this Agreement, CCCVB shall
cease all work being performed by CCCVB or any of its subcontractors on behalf of the
City.
9.7 Regardless of the method by which this Agreement is terminated, CCCVB agrees
to provide a provisional period of termination for a period not to exceed two months upon
the City's request. During such provisional period, CCCVB will receive adequate
percentage payments of HOT, to be distributed in accordance with Section 8.1 and 8.3, to
continue to provide services as provided for, and for which it will be compensated,
under this Agreement.
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10. BOARD OF DIRECTORS
10.1. The affairs of the CCCVB shall be governed by a board of directors ("Board"),
which must be composed of 24 members, 17 of which are voting members, with 13
selected directly by the City Council of the City. Those members must be representatives
of the following groups:
3 members from the lodging industry;
3 members from the attraction industry;
2 members from the restaurant industry;
5 members from the community at large (appointed by City Council);
The Mayor, or their designee;
The City Manager, or their designee;
The General Manager of the Corpus Christi Hooks; and
The Director of the Corpus Christi International Airport.
10.2. The City Council will appoint a representative from the Port of Corpus Christi Authority
and a representative from the Regional Transportation Authority to serve as ex-officio
advisory non-voting members. The CCCVB may appoint additional ex-officio advisory, non-
voting persons to assist its board of directors in fulfilling its obligations.
10.3 The City Manager, or their designee, and Mayor, or their Council designee, will serve
as voting members of the Executive Committee of the Board.
10.4. 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.
10.5. The CCCVB will make recommendations to the City Council for lodging, attraction
and restaurant industry and community at-large directors as directors' terms expire but the
CCCVB always shall nominate one more individual per category than the total number of
positions available. Appointments will be made by City Council from the provided list with
consideration of nominations by the CCCVB Nominations and Executive Committees and
Board.
10.6. Unexcused absences from more than 25 percent of regularly scheduled meetings
during a term year must result in an automatic vacancy, which vacancy for lodging,
attraction, restaurant industry and community at-large directors must be promptly reported
to the City Council. The CCCVB Nominations Committee and Board shall go through the
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process outlined in 10.5 prior to the next scheduled board meeting to make new
recommendations for the vacant position. 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.
10.7. The 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 the CCCVB.
10.8. The Board of Directors will operate under bylaws which must be consistent with
the terms of this Agreement. The current bylaws are attached hereto as Exhibit C. Any
changes to the bylaws must be presented to the City Council for approval at least two
weeks prior to the adoption of the bylaws by the Board of Directors. The City Manager may
reasonably object to changes that are not consistent with this Agreement prior to the Board
meeting for approval of the changes. The changes to the bylaws will be effective upon
approval of the Board of Directors and City Council. The Board of Directors may approve
rules of procedure to govern the conduct of its meetings, which will not require City Council
approval.
The 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 agenda items that may be discussed in closed
session in accordance with the Texas Open Meetings Act or proprietary information that
typically would not be public under the Texas Public Information Act. A copy of the agenda
for each meeting of the Board shall be provided to the City Secretary at least 72 hours
prior to the meeting. Description of the agenda items shall be sufficient to provide advance
notice of the items to be considered. The agenda shall not be amended after it is provided
to the City Secretary unless an amended agenda is timely provided to the City Secretary
for posting at least 72 hours prior to the meeting.
10.9. The City and CCCVB agree that in no event may the City be liable for any contracts
made by the CCCVB with any person, firm, corporation, association, or governmental
body.
10.10. 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 the CCCVB arising from its
operations, or the use or maintenance of its facilities.
11. TERM AND TERMINATION
11.1. The term of the Agreement commences on the Effective Date and continues until
September 30, 2024, subject to termination as provided in this Agreement.
11.2. 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 this Agreement
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without notice for cause.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 Intellectual Property created or arising from the delivery of Services under this
Agreement will be the property of the City. The CCCVB has a limited license to use any
and all Intellectual Property created or arising from the delivery of Services under this
Agreement for purposes of continued performance under this Agreement. Upon
termination of this Agreement for any reason, all Intellectual Property and work products
maintained by the CCCVB will be provided to the City at no cost.
13. MISCELLANEOUS
13.1. This Agreement replaces and supersedes all other contracts and understandings
previously made between the City and CCCVB.
13.2. The 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.
13.3. The CCCVB shall comply with all applicable Federal, State, and local laws, rules
and regulations in providing services under this agreement.
13.4. 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: City Manager
1201 Leopard Street
P.O. Box 9277
Corpus Christi, Texas 78469
CCCVB: Corpus Christi Convention & Visitors Bureau
Attention: Chief Executive Officer
1501 North Chaparral Street
Corpus Christi, Texas 78401
Reporting and daily communication may be provided by email.
13.5. 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
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parties that every section, paragraph, subdivision, clause, phrase, word, or provision of
this Agreement be given full force and effect for its purpose.
13.6. 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.
13.7. The CCCVB agrees to comply with attached Exhibit A regarding insurance
requirements.
13.8. CCCVB shall create and follow a drug and alcohol abuse policy that is appropriate
for the organization's size and business. The policy must, at a minimum, comply with the
Drug Free Workplace Act of 1988 (codified at 41 USC Chapter 81) and provide guidelines
for employees, including leased employees, to follow regarding events and activities
for which consumption or gifting of alcohol is or is not appropriate.
13.9. The CCCVB agrees that, during the term of this Agreement, it will not discriminate
nor permit discrimination against any person or group of persons, with regard to
employment, on the grounds of race, religion, national origin, marital status, sex, age,
disability, or in any manner prohibited by the laws of the United States or the State of
Texas. The CCCVB shall create and follow an Equal Employment Opportunity policy. The
policy must, at a minimum, provide for procedures to be used to investigate allegations
of discrimination.
13.10. The CCCVB must create a Legislative Agenda, which will be approved in
accordance with all State law requirements prior to the start of any Legislative Session of
the Texas Legislature. The CCCVB will create a Legislative Committee with the
responsibility of drafting the Legislative Agenda. The City's Director of Intergovernmental
Relations will be given a seat on the Legislative Committee and invited to participate in all
meetings of the Legislative Committee related to the drafting and adoption of the
Legislative Agenda. The President & CEO of the CCCVB must present the final Legislative
Agenda to the City Council prior to the start of any Legislative Session of the Texas
Legislature. The CCCVB will provide the City with information related to lobbying that is
required for the City to meet its reporting obligations under Texas law.
13.11. This Agreement takes effect upon the date of the last signature (the "Effective
Date").
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Executed on the dates indicated below binding the respective parties as of the date of
last signature.
CITY OF CORPUS CHRISTI, TEXAS CORPUS CHRISTI AREA
CONVENTION & VISITORS BUREAU
ei
By: C � _ `P —,��,—a-5 By:
Constance Sanchez Brett Oetting
Chief Financial Officer Chief Executive Officer
Date: 6 - 2 y - zL I Date: 6/17/221
ATTEST: .�
AUTNORItt.
it COUNCIL
Rebecca Huerta .21.2)
City Secretary
3ECRETARv
A PROVED AS TO LEGAL FORM:
1 Le(, Izl
Assistant City Attorney Date
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EXHIBIT A
INSURANCE REQUIREMENTS
I. CCCVB'S LIABILITY INSURANCE
A. CCCVB must not commence work under this agreement until all insurance required has
been obtained and such insurance has been approved by the City. CCCVB must not allow
any subcontractor Agency to commence work until all similar insurance required of any
subcontractor Agency has been obtained.
B. CCCVB must furnish to the City's Risk Manager and Director Human Resources,2 copies
of Certificates of Insurance (COI) with applicable policy endorsements showing the
following minimum coverage by an insurance company(s) acceptable to the City's Risk
Manager. The City must be listed as an additional insured on the General liability and Auto
Liability policies by endorsement, and a waiver of subrogation is required on all
applicable policies. Endorsements must be provided with COI. Project name and or
number must be listed in Description Box of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation, Bodily Injury and Property Damage
required on all certificates or by applicable Per occurrence - aggregate
policy endorsements
Commercial General Liability including: $1,000,000 Per Occurrence
1. Commercial Broad Form
2. Premises—Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
CRIME/EMPLOYEE DISHONESTY $1.000,000 Per Occurrence
Contractor shall name the City of Corpus
Christi,Texas as Loss Payee
HOST LIQUOR LIABILITY $1,000,000 Combined Single Limit
Applicable when alcohol being served
C. In the event of accidents of any kind related to this agreement, CCCVB must furnish the
Risk Manager with copies of all reports of any accidents within 10 days of the accident.
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II. ADDITIONAL REQUIREMENTS
A. Applicable for paid and leased employees, CCCVB must obtain workers' compensation
coverage through a licensed insurance company. The coverage must be written on a
policy and endorsements approved by the Texas Department of Insurance. The
workers' compensation coverage provided must be in an amount sufficient to assure that all
workers' compensation obligations incurred by the CCCVB will be promptly met.
B. CCCVB shall obtain and maintain in full force and effect for the duration of this Contract,
and any extension hereof, 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.
C. CCCVB shall be required to 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 said changes. All notices under this Article shall be
given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi,TX 78469-9277
D. 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:
• List the City and its officers,officials,employees(including leased employees),volunteers,
and elected representatives as additional insured by endorsement, as respects operations,
completed operation and activities of, or on behalf of, the named insured performed
under contract with the City, with the exception of the workers' compensation policy;
• 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;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
• 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.
E. 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. City shall have the option to suspend CCCVB's performance should there be a
lapse in coverage at any time during this contract. Failure to provide and to maintain the
Page 15 of 27
required insurance shall constitute a material breach of this contract.
F. 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 herein
required, the City shall have the right to order CCCVB to remove the exhibit hereunder,
and/or withhold any payment(s) if any, which become due to CCCVB hereunder until
CCCVB demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall 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 subcontractor's performance of the work covered under this
agreement.
H. It is agreed that CCCVB's insurance shall be 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.
I. It is understood and agreed that the insurance required is in addition to and separate from
any other obligation contained in this agreement.
2019 Insurance Requirements
Legal Dept.
Corpus Christi Convention and Visitors Bureau Management Services Agreement
07/02/2019 sw Risk Management
Page 16 of 27
EXHIBIT B
BUSINESS PLAN TEMPLATE
[insert logo]
Corpus Christi Convention
& Visitors Bureau
Business Plan
Fiscal Year: 2019-2020
<Insert date of version >
Approved by:
Convention and Visitors Bureau, CEO City Manager
DEPARTMENTAL PROFILE
ORGANIZATION DESCRIPTION
Provide a brief description of the major duties, services/and programs currently provided by the organization
(if desired, may separate by division); a brief history of significant events affecting the department; current
innovative programs and initiatives, discussion of major contracted operations(if any).
ORGANIZATIONAL CHART
Provide an organization chart to include each authorized individual position
Health Care Plan
Provide the CVB's healthcare plan to include premiums paid by the employee or leased employee and those
paid by the CVB.
Compensation Plan
Provide the compensation for each authorized individual position. Include paid time off benefits to include,
sick leave and vacation accrual policy.
Page 17 of 27
Holiday Calendar
Provide a calendar of paid and unpaid holidays(if applicable)
CURRENT BUSINESS ENVIRONMENT
Summarize organizations business environment, including such aspects as customers served, changes in
major customer service trends, target service levels, changes in regulatory environment, or recent changes
in business practices.
PERFORMANCE TRENDS
Summarize key trends evident from your performance measures. Discuss strategic and operational
implications.
FINANCIAL SUMMARY
Insert expenditures and revenues reports at a high level similar to what is used for budget presentations.
Expenditures
Revenues
Capital Budget Summary
PINNACLE ISSUES
List any critical pinnacle issues. For each issue describe the strategies used to deal with the issue, including
a reference to where the strategy can be found in your Strategic Plan.
3 to 5 YEAR OUTLOOK
List activities, programs, or initiatives anticipated beyond FY 20 - [current fiscal year] that
are required to achieve strategic goals and outcomes. You may include the impact of any
potential changes in your business environment, anticipated achievement of
milestones, anticipated obstacles for major projects, looming legislative changes or
mandates.
What are the changes on the horizon? What are the threats? What are the
opportunities? What is the vision?
EXTERNAL BENCHMARKS
List the measures currently used in your Strategic Plan to benchmark against the other Texas cities.
Discuss comparative results and strategic implications.
If available, present results of benchmarking to cities across the United States.
Describe any new benchmark measures proposed.
Page 18 of 27
MISSION
Organization Mission: Insert Organization mission statement.
GOALS & MEASURES
Goals& Measures: Insert mission elements, goals& measures into table below. There should be at least
one goal for each Mission Element, although a Mission Element can have multiple goals.
Table of Mission Elements and Goals
Mission Elements Goals Measures Used for the
Description City Performance Report
(CPR)
Page 19 of 27
STRATEGIES & TASKS
MISSION ELEMENT#1: [Insert Mission Element]
Goal 1: [Insert Goal statement]
STRATEGY 1. (describe strategy for goal above) Responsible Manager:
Problem this strategy is addressing:
Tasks to execute strategy:
Task Name Task Due Date Task Owner
1)
2)
3)
4)
5)
Goal 2: [Insert Goal statement]
STRATEGY 1: (describe strategy for goal above) Responsible Manager:
Problem this strategy is addressing:
Tasks to execute strategy:
Task Name Task Due Date Task Owner
1)
2)
3)
4)
5)
[Continue with each Mission Element]
Page 20 of 27
EXHIBIT C
CCCVB Bylaws
_C)RS U
HR1
CONVENTION}VI9TORI MJR6W
CORPUS CHRISTI AREA
CONVENTION & VISITORS BUREAU
BYLAWS
ARTICLE I—ORGANIZATION
1. Name. Offices. The name of the corporation is Corpus Christi Area Convention&
Visitors Bureau The corporation is also authorized to do business under the name
"Corpus Christi Convention & Visitors Bureau," or "Visit Corpus Christi." The
corporation will be referred to as the"CCCVB" in this document The CCCVB's
offices will be located in the City of Corpus Christi
2 Mission. The mission of the CCCVB is to positively impact the city's economy by
marketing the city as a travel destination
3 Fiscal Responsibility The fiscal year of the CCCVB is from October 1 to September
30 The Board of Directors will make lawful and adequate provisions for sound
fiscal policies and practices of the CCCVB, including the approval of an annual
budget and ample fidelity bonding of officers and employees entrusted with the
handling of funds or property of the CCCVB, in accordance with state laws.
4 Texas State and Federal Law The CCCVB is a non-profit corporation organized
under the Texas Non-Profit Corporation Act. The CCCVB has obtained from the
Internal Revenue Service, and will continue to maintain, an exemption from federal
income tax under Section 501(c)(6)of the Internal Revenue Code.
ARTICLE II—BOARD OF DIRECTORS
1. Cornposition. The affairs of the CCCVB shall be governed by a Board of Directors,
which shall be composed of twenty-four(24)members.
Thirteen (13)will be selected directly by the City Council of the City of Corpus
Christi.The above members shall include persons from all areas of the City in order
to assure diverse geographic representation on the Board. The members shall be
representatives of the following groups.
Three(3)members from the lodging industry
Three(3)members from area attractions
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CCPR US
CHR STI
CONVENT/ON YrVISITORS!UREAL
Five(5)members from the community at large
Two(2)member from the restaurant industry
The following persons or entities, or their designees or representatives, shall serve
as additional voting members of the Board by virtue of position held
1 Mayor of the City of Corpus Christi, or his or her designee
I City Manager of the City of Corpus Christi or his or her designee
1 President& CEO of Whataburger Field
1 Director of Corpus Christi International Airport
The following persons or entities, or their designees or representatives, shall serve as
additional non-voting members of the Board by virtue of position held.
1 State Representative from district 32 or his or her designee
1 State Representative from district 34 or his or her designee
1 Director of Regional Transportation Authority
I President& CEO of Port of CC or his or her designee
1 President& CEO of CCREDC
I General Manager of American Bank Center
1 Athletic Director of TAIvIU-CC, or his or her designee
1. Director Terms. Appointments to the Board will be staggered, two-year terms
beginning on October 1 each year. No 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 Board may make recommendations to the City Council for directors in the
lodging,restaurant, attractions and at-large categories as director's terms expire,but
the Board always shall nominate one more individual than the number of positions
available in each category_ The City Council will provide serious consideration to
the Board's recommendations but is not restricted to select members submitted by
the Board or any other group.
2. Absences. Unexcused absences from more than twenty-five percent(3 meetings)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
Page 22 of 27
COR US
CHR STI
CONv81TION*VISITORS au&EAU
shall be unexcused unless excused by the Board,for good cause, no later than its
next meeting after any absence. Any member, otherwise eligible, shall not be
precluded from reappointment by reason of such automatic vacancy
3 Representation When any Director who was appointed to represent a business or
industry segment is no longer employed in that industry segment for a period of 91
consecutive days or more, or if a Director otherwise fails to meet the qualifications
prescribed by these Bylaws for serving as a Director, said Director shall forfeit
his/her seat on the Board. Board of D irector seats are non-transferrable. In the event
of a Board of Director vacancy, the vacant seat may not be transferred to another
individual from the vacating Board member's company or organization.
4 Vacancies. In the event that a Director forfeits his/her seat or otherwise resigns or
vacates his or her position, the Chairman shall notify the City Secretary so that the
City Council may appoint a replacement to the position for the appropriate industry
segment. The Chairman(subject to ratification by the Board of Directors) shall then
nominate persons to be presented to the City Council as a recommendation of
potential candidates to fill the remainder of the unexpired term The nominations
shall always include one more individual than the number of vacant positions
available.
5 Meetings The Board of Directors shall meet regularly at a specified time and date
selected by the Board of Directors. A majority of the Directors must be present at a
regular or special Board meeting to constitute a quorum for the transaction of all
business
6 Qualifications. Each Director elected to represent the lodging industry, the
restaurant industry, or area attractions must be an owner, operator, or officer (or at
a management level) in his or her organization at the time of his or her nomination
and throughout his or her term as a Director
? Voting. All Board action shall be taken only upon formal vote of the Directors ata
duly constituted meeting of the Board. A majority vote of the Directors present at a
duly constituted meeting at which a quorum is present will constitute an act of the
Board.
8. Board Roles and Responsibilities. It is the responsibility of every Director to:
a; Commit to the mission, goals and long-range strategic plan of the CCCVB;
b) Attend all Board of Directors meetings, including special events and
B oard retreats;
c) Become knowledgeable about the CCCVB and its efforts;
Page 23 of 27
CSR. US
H STt
CONV WTION.4 VISITORS DURAL
d) Prepare for and contribute to Board of Directors meetings by being
well-informed on agenda items;
e) Recognize that the Board of Directors'job is to ensure that the
organization is well managed,not to manage the organization;
f) Objectively and conscientiously consider others' points-of-view and
make constructive suggestions to help the Board of Directors make
decisions that benefit those whom the CCCVB serves;
g) Be in good financial standing with the CCCVB;
h) Serve as a team player and support the decisions of the Board of
Directors once they are made;
i) Serve as an ambassador for the tourism industry and represent the
CCCVB to individuals, the public and other organizations in a
positive manner;
j) Notify the President/CEO of any media contacts, and
k) Take an active role in Board of Directors activities.
9. Board Conflict. Each Board member shall be required to sign a conflict of interest
disclosure statement in the form prescribed by the Board.
10. Code of Conduct. Each Director has an obligation to give his/her input into any
subject being discussed by the Board. Each Board member's input should be
solicited and considered and should be made to feel his/her contribution is valued.
Board members are to remain respectful and professional at all times in expressing
their views and opinions and should not allow personal agendas or conflicts to
influence any decisions made on behalf of CCCVB.
ARTICLE III—OFFICERS
1. Elections. Officers of the Board may be elected by the September meeting for the
new fiscal year. Officers will be: Chairman, Vice Chair, Secretary and Treasurer
Each officer shall be a member of the Board prior to the election. Officers shall
serve for a term of one year, or until the Board of Directors elects officers for the
succeeding fiscal year
2. Vacancies. In the event of the resignation of an elected officer of the Board, or in
the event of forfeiture of the elected officer's seat as provided in Article III above,
or in the event of the death or permanent disability of an elected officer, the
Chairman(subject to ratification by the board of Directors) shall appoint a member
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CORSUS
CH TI
CONVDMONI V1s BUREAU
of the Board to the vacated office to serve the remainder of the unexpired term.
3. Chairman. The Chairman will preside at all meetings of the Board of Directors and
the Executive Committee. He or the will have and exercise general charge and
supervision of affairs of the CCCVB, subject to the direction of the Board. The
Chairman will appoint persons to chair all standing and ad hoc committees
established by these Bylaws or the Board of Directors.
4. Vice Chair. At the request of the Chairman, or in the event of the Chairman's
absence or disability, the Vice Chairman will perform the duties and possess and
exercise the powers of the Chair.
5 Secretary. The Secretary will ensure that the records of the CCCVB are properly
kept.The Secretary w ill ensure that minutes of all meetings of the Board ofDirectors
and the Executive Committee of the CCCVB are recorded.
6. Treasurer. The Treasurer will ensure that all funds, property and securities of the
CCCVB are properly kept, subject to any regulations imposed by the Board of
Directors and will review the travel expense accounts of the President. The
Treasurer shall ensure that an annual audited financial statement is prepared. The
Treasure- shall preside at Board meetings in the absence of the Chair and Vice-
Chair
7. President/CEO. The Board of Directors shall employ a PresidentICEO, whose
duties, performance review and compensation will be outlined in an employment
contract between the CCCVB and the President/CEO. The PresidentiCEO shall be
the principal executive officer of the CCCVB The President/CEO shall be
administratively responsible to the Executive Committee, and shall serve as an ex-
officio non-voting member of the Board of Directors and all committees.
ARTICLE IV—COMMITTEES
1 General. The Board of Directors may establish such committees from time to time
it deems necessary for the operation of the CCCVB. The Chairman shall appoint the
members of each committee.
2. Executive Committee. The Executive Committee shall be comprised of the four
officers of the CCCVB and the Mayor and City Manager, or their respective
designees. If requested to do so by the Chairman, the immediate past chairman, if
still a member of the Board, shall be invited to attend Executive Committee
meetings for the purpose of providing continuity in Board leadership, but shall not
have any right to vote. The PresidentlCEO shall serve as ex-officio, non-voting
member of the Executive Committee. The Executive Committee shall have and
Page 25 of 27
CORP US
CHRISTI
C(MVV0(710N K VISITORS BUREAU
exercise the authority of the Board of Directors in the management of the CCCVB
between meetings, subject to the exercise of such authority by the full Board of
Directors from time to time. The presence in person of three of the Executive
Committee members shall constitute a quorum for the transaction of business, and
the act of a majority of the Executive Committee members present at any meeting
at which there is a quorum shall be the act of the Executive Committee
3. Nominations Committee. The Chairman shall appoint a Nominations Committee of
five (5) Directors for the purpose of nominating candidates for the Board of
Directors for those positions whose terms are expiring at the end of each fiscal year.
The V ice Chair shall chair the committee. Such Nominations Committee shall report
its nomination of candidates to the Board of Directors not more than thirty(30)days
after its appointment, whereupon the Board of Directors shall approve a slate of
candidates. The slate of candidates will be presented to the City Council of the City
of Corpus Christi as the Board's recommendations for the positions whose terms are
expiring. The slate shall always include one more individual in each category than
the number of positions available. The nominations shall be submitted to the Board
of Directors by no later than August 15 for approval of the slate of candidates at the
August Board of Directors meeting.
4 Finance Committee. A Finance Committee shall be comprised of the Treasurer and
from two to four members of the Board of Directors appointed by the Chairman
purpose of the Finance Committee shall be to oversee the finances of the CCCVB,
monitor and make recommendations concerning financial policies and procedures,
examine audit reports, review and support the development of the annual budget
and handle such other matters as may from time to time be assigned.
5. Bylaws Committee. A Bylaws Committee shall be comprised of the Vice Chair and
from two to three members of the Board of Directors appointed by the Chairman
The purpose of the Bylaws Committee shall be tooversee the bylaws of the CCC VB.
The Bylaws Committee may make recommended changes of the bylaws and present
to the board in according to city contract processes. The committee also reviews the
city contract to ensure consistency between the two documents.
6. Other Committees. The Board may create additional committees by Resolution
adopted from time to time stating the duties and composition of such committees.
Page 26 of 27
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CONVBY7pH S VISITORS BUREAU
ARTICLE V—MEETINGS
1 Regular Meetings. The Board shall conduct regular meetings according to a
schedule adopted by the Board
2. Special Meetings. The Chairman or any five (5) Directors may request that the
Secretary call a special meeting of the Board. The Secretary shall provide at least
seventy-two(72)hours written notice of any such specialmeeting.At the discretion
of the Board,joint meetings with other groups may be arranged for discussion of
any subject cc other activity which may be of mutual benefit and interest.
3 Telephone or Electronic Meetings. Members of the Board of Directors may
participate in a meeting of Directors by means of conference phone or similar
communications equipment through which all persons participating in the meeting
can hear one another, and participation in a meeting pursuant to this section shall
constitute presence in person at such meeting, except where a person participates in
the meeting for the express purpose of objecting to the transaction of any business
on the grounds that the meeting is not lawfully called or convened. A single board
member may attend a regular meeting via telephone conference a maximum of three
(3)times per fiscal year,except as permitted by the Chairman.
4 Rules of Procedure. The Board may adopt rules of procedure for participation in its
meetings.
ARTICLE VI—FINANCIAL PROVISIONS
1. Indemnification. The CCCVB shall indemnify and save harmless each present and
former officer and Director against all claims, liabilities, losses and expenses in
connection with any cause of action or claim asserted against him/her arising from
or connected in any way with his/her service to the CCCVB to the fullest extent
authorized by the laws of the state of Texas with regard to non-profit corporations.
No further action or authorization of the Board of Directors shall be necessary to
affect such indemnification,except to the extent required by law. The CCCVB may,
in its sole discretion,purchase and maintain insurance or another arrangement,at its
expense,to protect itself and any director,officer,employee or agent of the CCCVB
or another corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the CCCVB would have the power to
indemnify such person against such expense, liability or loss under Texas law.
2. Audit The Board of Directors shall annually select a certified public accountant to
supply an independent audit of the CCCVB books, and such audit shall be made
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CCPR U
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COHVtf1TICHVISITORS BUREAU
available to members of the Board
ARTICLE VII—AMENDMENTS
These bylaws may be amended at any regular meeting by a vote of two-thirds of all the
Directors,provided that notice of such proposed amendment(s)shall have been sent to each
Director at least 72 hours before such meeting. No amendment shall be finally effective
unless and until (1) written notice of the amendment has been given to the City not less
than 60 days prior to the effective date of the change, and (2) the City has approved the
amendment.
With Amendments Approved by Board of Directors on June 25, 2020.
Respectfully submitted by Secretary
Signature D ate
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