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96-224i^. r°^ i !^� 4 ;'i � f � � � ,<� . . � . . � CITY Presented By Re£erred To 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 lb 17 Committee: Date WI�EREAS, state laws (Laws 1486, Chapter 462, sec. 31) and the City Charter (Chapter 25.08) require that the revenues collected from the additional 3% hotellmotel tax be used to fund a convention bureau to mazket and promote the city as a tourist or convention center, and WF3EREAS, the city desires to enter into an agreement with the Saint Paul Convention and Visitor Bureau as the convention bureau required by law and charter, and WHEREAS, a contract (attached) has been agreed to for 1996 between the city and that bureau; NOW THEREFORE BE IT RESOLVED, that the City Council approves the 1996 contract between the City and the Saint Paul Convention and Visitors Bnreau. Adopted by Council: Date�_ � q.� � ��� Adoption Certified by Council Secretary By: Appz By Council File # 1�� � �-� Green Sheet # � S g "� � RESOLUTION a� SAINT PAUL, MINNESOTA Requested by Department of: �� �� L� � By: �:•�� �' ` � Form Appr ed by City A�orney By: . Budget Office q � ���� NO. 35853 ON'lACfPFRSON@PHONE O DEPARIhfftIfDIRECIUR � CIIYCOUNCLL 7ceReid 266-8543 ,,,,,,� �i crsvnrroxr� � cmc�.mx NSCBEONCqUNCQ,AGENDASY(DA1E) � �3 BUDGElDIRECIDR � £IN.&MGf.SERVICFSDDt �2 MAYOA(ORASSlSTANI) �5 CH�FACCOUIit'ANf fOTAL # OF SIGNATCiRE PAGES (CLIP ALL IACATIONS FOR SIGNATURE) CIIONREQUFSIID Approve 1996 contract with City and Convenrion and Visitors Bureau to spend HotellMotel tax receipts. _PIANNRlGWtApISSiON =C[Vp,SQtVICE('pTQ:QSyON CBC�E4AC[Ef _ A_ �� — DLSIRICTCAURT _ wwcxmmvCaoa�cme+ 'EILSONAL SERVICE CON1'RACiS MOST ANSR'ER THE FOLLOWING QUESIYOP 1. Has this peison/firm ever worked under a wntrnct for tltis deparimenY? � YES NO 2. Has tlils person/fum ever been a city employce? YFS NO 3. Does Utis person/fum possess a skill not nolmally possessed by arry cuarnt ciTy employce? YES NO all ves answers on senarste sLcet and attach to IAIING PRpBLEM, ISSUE, OPPORTUM'IY (tVho. Whac Vlhm, Where. WhY): State laws allowing the addirional 3% sales ta�c (Laws if 1986, Chapter 462, Sec. 31) requires that "95% of the revenues generated by this ta�c shall be used to fund a convention bweau to market and promote the city as a tourist or convention center." Chapter 25.08 of the Ciry Charter has sfrnilaz language. The Ciry should have a contract to reflect both the law, the charter and ciry policy. ANTAGES ff APPROWP The city can pay the proceeds of the hoteUmotel ta� as directed by state laws and City Charter to the CVB. None. 6APPROVED. 1DVANipGE50FN0'IAPPROVID The city would not be in compliance with state laws and city chartec �����,��,�,� ���,� ��� k � 1�� .. 'ALAMOUMCOF'fRAN$AC[ION_.0 )CXXXX COST/REVENUEBUDGE'I'm(CRtCLEONE) O NO 050-30108 A�„��� I� Sai�rtPauleude�Orfice (H:1111231formsl CVB 96.WK4) o2-zo�96 ,�� , AGREEMENT for 1996 by and behveen CITY OF SAINT PAUL and °�c�-aa�{ SAINT PAUL CONVENTION AND VISTTORS BUREAU qc.-aa�{ AGREEMENT This Agreement, made as of the day of , 19_, by and between the City of Saint Paul, a municipal corporation of the State of Minnesota ("City"), and the Saint Paul Convention and Visitors Bureau, a Minnesota nonprofit corporation ("Bureau"). WI�EREAS, the City has levied and is collecting a tax on hotel and motel usage within the geographic boundaries of the City (the "Market Area"), a portion of which is specified by state law for use by a convention and visitor bureau to promote the market azea as a convention and tourism destination, generating hotel room stays, restaurant, entertainment and retail business and accompanying revenues to benefit the City, and those persons and businesses located in the Market Area; and WHEREAS, the Bureau is organized to promote and mazket the Market Area and the convention and hospitality facilities situated therein as a tourist and convention center, including assisting in maYimizing the use of the Civic Center which is operated by the Saint Paul Civic Center Authority, an agency of the City (the "Authority") so as to benefit the City, and those persons and businesses located in the Market Area; and WHEREAS, the City desires to retain the services of Bureau to market and promote the Market Area as a tourist and convention center and Bureau is willing to do so subject to the terms and conditions as set forth in this Agreement, -2- °I c. - a�y NOW, THEREFORE, in consideration of the prem]ses and the mutual covenants, conditions and promises herein contained, the parties hereto agree as follows: ARTICLE I 1.1 This Agreement shall be for the term of one year and shall commence as of the first day of January, 1996 and shall terminate December 31, 1996, unless extended as provided in Section 13 below. 1.2 The City may terminate ar suspend, upon thirty (30) days written notice, or such additional time as is mutually agreeable between both parties to allow for the orderly transition of the Bureau's services to be furnished hereunder. The Bureau shall be notified in cvriting by the City of the termination or suspension of the Bureau's services, and thereupon such services on behalf of the City shall be halted immediately. In the event of such termination or suspension, the Bureau shall be entitled to reasonable compensation for all expenses theretofore incurred by the Bureau and documented, but limited to those expenses which relate to services specifically authorized in accordance with the terms of this Agreement prior to the date of termination or suspension. In the event of termination or suspension, copies of all finished and unfinished documents prepared by the Bureau and compensated for under this Agreement shall be forthwith delivered to and shall become the property of the City. The City shall be fully and solely responsible for any use the Clty or others make of these documents. -3- °! ` - �a� I.3 On or before October I, 1996, and each subsequent yeaz if this Agreement is renewed, the Bureau will initiate a request in writing to renew this Agreement for a subsequent one-yeaz term. The City will respond in writing within 30 days if it is the City's intention not to renew the Agreement. Otherwise, the Agreement will be renewed automatically for subsequent one year terms. Failure on the part of the Bureau to provide the written request will cause the Agreement to terminate. -4- a c. -a��. ARTICLE II SCOPE OF SERVICE Tn BE PROVIDED BY B REAU 2.1 The Bureau shall submit to the City a convention/tourism mazketing plan (the "Mazketing Plan"), setting forth the scope of services to be provided by the Bureau, and the manner in which the Bureau intends to promote the use of the Civic Center and Mazket Area. The 1996 Marketing Plan is attached to this Agreement. 2.2 The parties contemplate that the services to be performed by the Bureau will include, but sha11 not be llmited to, the following activities: a. The preparation and distribution of materials which present the meeting, convention and trade show potential of the Civic Center and the Mazket Area. b. The preparation and distribution of marketing materials which promote hotels, restaurants, meeting facilities and other retail businesses within the Market Area. a The preparation and distribution of marketing materials which promote the cultural and educational attractions within the Mazket Area. d. The provision of hospitality services for persons attending meetings, conventions and trade shows at the Civic Center and other facilities within the Market Area. -5- °I G - a �-y e. In association with ma}or azea attractions to co]lect and evaluate tourism reseazch. 2.3 The Bureau recognizes the investrnent of the City and the Authority in the Civic Center and the importance of achieving maxunum occupancy in the Civic Center for meetings, conventions and trade shows. Accordingly, the Bureau shall, as one of its primary objectives, solicit meetings, conventions and trade shows that utilize the Civic Center. 2.4 The City recognizes that the Bureau will not be able to successfully market and pcomote the Mazket Area and the Civic Center without the Authority willing to partner with the Bureau and the City will use its best efforts to influence the Autharity to partner with the Bureau in the following ways: a. provide the Bureau on a timely basis with all pertinent infarmation regazding local and consumer events. b. input on a priority basis, accurate, detailed, relevant information into the Authority's booking software, linked to Bureau software relating to the Civic Center so as to provide the Bureau with access, including the nature of any booking dates on hold (tentative, definite, second option, move in-out days). c. provide the Bureau on a timely basis with appropriate, fully updated marketing and aperations callateral relating to the � Civic Center, including but not limited to: (i) Technical specifications. (ii) Policy and procedure manuals. (iii) Floor plans, photographs and slides. (iv) Equipment inventories and price lists. (v) Sample contracts. (vi) Civic Center booking data - event days by type, revenue generated etc. (vii) Marketing materials, press releases, etc. (viii) Union contracts. (ix) Rate structures. d. provide the Bureau with timely access to the Civic Center faciliry for tours, familiarization trips, etc. e. execute on a timely basis all PFO's and amendments. f. respond in a timely manner to all requests from the Bureau, or persons and organizations which have booked or have expressed an interest in booking the Civic Center. g. conduct its operations consistent with a world-class convention and trade show facility and in accordance with the expectations of persons and organizations which sponsor major conventions and trade shows. °l � - �z� -7- � t� -�. �...y ARTICLE III COMPENSATION TO BUREAU 3.1 So as to provide funds to cany out the purposes of this Agreement, the City shall pay to the Bureau a fee in the amount and in the manner and at the times herein specified. It is expressly agreed and understood that in no event shall the total amount for services rendered under this Agreement exceed the fee amount stated herein. The total fee paid to the Bureau for the term of this agreement will be 95% of the second 3% of the lodging tas collected plus 1Q% of the first 3% of tbe lodging tax collected by the City in the previous �i�"Ti5if9_iw 3.2 Payments will be made monthly, on approximately the 15th day of the month succeeding the due date of the hotellmotel tax receipts from the collecting hotels/nnotels. The Bureau may request an advance of funds in writing subject to the Mayor of the City or his or her designee's consent in writing. � °�c�—a�� ARTICLE IV BOOKS. RECORDS AND REPORTS 4.1 The Bureau shall maintain its records and financial statements in accordance with generally accepted accounting principles. 4.2 The Budget and records of the Bureau, including direct personnel and consultant expenses pertaining to this Agreement shall be kept on a generally recognized accounting basis and shail be made available for inspection by the City within 14 days of the City's wcitten request. The Bureau's 1996 budget forecast is attached to this Agreement. 4.3 The Bureau shall maintain all records relating to its performance hereunder, including supporting documentation, for a period of not less than five (5) yeazs. 4.4 No later than one hundred twenty (12Q) days after the end of each fiscal year of the Bureau, the Bureau shall subm]t to the City an audited financial statement of the Bureau for the fiscal year then ending prepared by an independent certified public accountant, in accordance with generally accepted auditing standards. 4.5 The Bureau shall prepare and submit to the City within thirty (30) days following the end of each calendaz quarter the following: a. A list of all meetings and conventions booked by the Bureau in the previous quarter and year to date including: � (i) the name of the event; (ii) the date of the event; (iii) the facility booked for the event; (iv) the anticipated attendance at event; (v) the anticipated e�ibit space (if any); (vi) the anticipated expenditures by persons attending the event; (vii) and the anticipated lodging needs. b. A report on the approximate number of visitors attracted to the City as a result of the meetings and conventions booked by the Bureau through the previous quarter and yeaz-to-date. c. A calendar list of fixture meetings, conventions and tradeshows which are scheduled to occur within the Mazket Area and which are known to the Bureau (including those booked by the Bureau pursuant to this Agreement). Such list sha11 include the total number of persons anticipated to be in attendance at such meeting or convention. d. A list of all industry meetings attended by Bureau employees during such quarter in an attempt to induce organizations to hold meetings, conventions and tradeshows at sites within the Mazket Area, and group tour operators to select the Market Area. o�c.-aay -10- e. A list of all travel agents, tour brokers, travel writers, meeting, convention, and trade show planners, and other promoters of business and leisure travel hosted by the Bureau individually or by means of familiarization trips during such quarter. f. A list of all special promotions sponsored by the Bureau to induce persons to select the Mazket Area as a site for meetings, conventions, trade shows and group tours. g. Such additional information and reports as reasonably requested by the Mayor of the City or his or her designee(s). dl� -za�t -Il- � c. -a a.y ARTICLE V MISCELLANEOUSCOVENANTS 5.1 No member of the City Council of the City, or any officer or employee of the City shall have any personal interest, direct or indirect, in any contract made by the Bureau in performing the services hereunder. 5.2 The Bureau shall, for the purpose of this Agreement, be deemed to be an independent contractor, and not an employee of the City. Any and all employees of the Bureau or other persons, while engaged in the performance of any work or services required by the Bureau under this Agreement, shall not be considered employees of the City, and any and all claims that may or might arise under the Workers' Compensation Act of Minnesota on behalf of said employees while so engaged, and any and all claims made by any third party as a consequence of any act or omission on the part of the Bureau's employees, while so engaged on any of the work or services to be rendered, shall in no way be the obligation or responsibility of the City. 5.3 The Bureau warrants that it has not employed or retained any company or persons, other than a bona fide employee working solely for the Bureau, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Bureau and attorneys for reviewing, -12- 0 drafting or negotiating this Agreement, any fees, commission, percentage, brokerage fees, gifts or any other consideration, contingent on or resulting from the awazd or making of this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability, or at its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fees, commission, percentage, brokerage fee, gift or contingent fee. 5.4 The Bureau shall endeavor to comply with all applicable Federal, State and local laws, together with all ardinances and regulations applicable to the wark, particulazly Chapter 183 of the Saint Paul Legislative Code. Bureau shall procure a11 licenses, permits, or other rights necessary for the fulfillment of his obligation under t4�is Agreement. 5.5. Except as provided herein, the Bureau shall not assign this Agreement without the prior written approval of the City; provided however that the Bureau may enter into such contracts as it may reasonably deem appropriate or helpful to cany out and perform its obligations under this Agreement. 5.6 This Agreement shall be subject to change, amendment or modification only by the mutual written consent of both parties. �} c. - aa�� -13- �c.-aa� ARTICLE VI II�iDBM1�IITY 6.1 The Bureau shall hold harmless, indemnify, protect and defend the City, its o�cers, agents and employees from all suits, actions or claims of any chazacter brought for or on account of any injuries or damages received by any person or property resulting from any error, omissions or negligent act of the Bureau, its employees or agents in carrying out the terms of this Agreement. -14- �l� -a.��� ARTICLE VII TOWN SOUARE HOTEL ACCOUNT 7.1 To finance the re-opening and renovation of the hotel in Town Squaze (the "Town Square Hotel"), the City, along with the Port Authority of the City of Saint Paul (the "Port Authority"), Capital Ciry Properties, a nonprofit affiliate of the Port Authority and the Housing and Redevelopment Authority of the City of Saint Pau1, Minnesota (the "HRA"), has entered into a Town Square Hotel Moral Obligation Agreement (the "Moral Obligation Agreement") under which the City has agreed to create a"Town Square Hotel AccounP' to be used, at the City's sole discrefion, to pay principal and interest due on the $5,9�0,000 Hotel Facility Revenue Bonds (Radisson Inn Town Square Project) (the Bonds"), and to be funded as follows: By hotel/motel tax revenues received by the City which are dedicated to the general use of the City and which are generated by (i) the re-opening of the Town Squaze Hotel; and (ii) the Radisson Keliogg Hotel in excess of a base amount; 2. By the portion of the hotel/motel tax revenues received by the City, which are dedicated to the funding of a convention -15- �t� -a�y bureau for purposes of mazketing and promoting the City as a tourist or comention center and which aze generated by (i) the re-opening of the Town Square Hotel; and (ii) the Radisson Kellogg Hotel in excess of a base amount; and 3. By an annual levy of $100,000 which the Port Authority has agreed to request and the City has agreed to make under Minn. Stat. 469.053, subd. 6. 7.2 The Bureau authorizes the City to retain and deposit in the Town Square Hotel Account the portion of hotel/motel tax revenues which aze generated from the reopened Town Square Hotel and to which the Bureau is entitled under the terms of this agreement. 7.3 The Bureau authorizes the City to retain and deposit in the Town Square Hotel Account the hoteUmotel ta7c revenues to which the Bureau is entitled under the terms of this agreement and which are generated from the Radisson Kellogg Hotel and in excess of the amounts of the hotel/motel tax revenues received by the Bureau from the Radisson Kellogg Hotel in 1994 or 1995, whichever is greater ("Excess Radisson Kellogg Hotel Hotel/Motel Tax Revenues"). 7.4 The Bureau authorizes the City to retain the hotel/motel tax revenues as specified in paragraphs (7.2) and (7.3) until the amount accumulated in the Town Squaze Hotel Account equals three times the "maximum annual debt service" as that term is defined in the Moral Obligation Agreement. -16- . . � �l c, - a'�� 7.5 The City agrees to pay the Bureau, or its successor organization, the Town Square Hotel HoteUMotel Tax Revenues and the Excess Radisson Kellogg Hotel HoteUMotel Tax Revenues received by the City following the accumulation of three times the masimum annual debt service in the Town Square Hotel Account. 7.6 The parties agree that in the event a deficiency exists in the Town Square Hotel Account because the City has used the funds for purposes of paying debt service on the Bonds, then the City may, at its sole discretion, require the Port Authority, the City, and the Bureau, or its successor organization, to reinstitute their contributions to the Town Square Hotel Account as provided in this Article and the Moral Obligation Agreement until the amount in the Town Square Hotel Account equals three times the maximum annual debt service. The Bureau agrees that, upon receipt of notice from the City that such contributions have been reinstituted, and provided that such contributions are to be made on a pro rata basis, the City is authorized to again retain the amounts described in paragraphs (7.2) and (73) until the amount in the Town Squaze Hotel Account equals three times the ma�cimum annual debt service. -17- , ., � . 7.7 The City agrees that upon termination of the Moral Obligation Agreement, which is to occur on the eazlier of 25 yeazs or the repayment of the Bonds, any amounts which the Bureau has authorized the City to retain in the Town Square Hotel Account plus eamings and which are not used to pay debt service on the Bonds, shall be paid by the HRA to fund a convention bureau for the puxpose of marketing and promoting the City as a tourist or convention center destination. � G -a�-� �:� .�. � � , . °I� -aay ARTICLE VIII NOTICES AND CONSENTS � All notices, consents and other communications under this Agreement shall be sufficiently given and shall be deemed given when delivered personally or mailed by first-class mail, postage prepaid, with the address as hereafter indicated. The City and Bureau may, by written notice given to the other, designate any other address: To/for the City: Mayor City of Saint Paul Room 390, City Hall 15 West Kellogg Blvd. Salnt Paul, MN 55102 Tolfor the Bureau: Executive Director Saint Paul Convention and Visitors Bureau 102 Norwest Center 55 East Fifth Street St. Paul, MN 55101 TN WIINESS WHEREOF, the parties hereto have caused this Agreement to be executed in their behalf respectively by their proper officers as of the day and yeaz first above written. SAINT PAUL CONVENTION & VISITORS BUREAU Chainnan �� �o � � �m� Its Executive Director CI OF SAINT PAUL �j✓itl�� �'�/G���%�s""/l�____ Mayor � �' , � � , �' � "l;1- v�r , , ; `/ Director,Departmen 13`C�(� (; 3 of Finance & Management Services �_� -19- . ,�.. ., , . �t � -a�� Approved As To Form % � -'Assistant City Attomey STP:7IS8-LDOC �I1�