HomeMy WebLinkAboutIR 7634 INFORMAL REPORT TO CITY COUNCIL MEMBERS No, 7634
` T To the Mayor and Members of the City Council
July 28, 1992
Subject.
" PRESENTATION ON FORT WORTH
CONVENTION AND VISITOR'S BUREAU PERFORMANCE
At the June 18 City Council Budget Worksession, Council Members requested
information about the structure of the Fort Worth Convention and Visitors
Bureau, its board and its process for measuring results.
Since the 1960s, the City of Fort Worth has collected a 7 percent hotel-motel
occupancy tax (bed tax) to finance tourism and convention promotion efforts.
Until 1987, the Fort Worth Convention and Visitors Bureau operated as an
arm of the Fort Worth Chamber of Commerce. The City contracted annually
with the Chamber for the Bureau's services.
In late 1986, the Bureau incorporated as a Texas non-profit corporation and
began operating independent of the Chamber. Under an arrangement agreed
to by the City and the Fort Worth Chamber of Commerce, the City and the
Chamber select the Bureau's board members. The City appoints three
members to an election committee and the Chamber appoints two members.
The election committee, in turn, selects a prospective slate of candidates for the
Convention and Visitors Board of Directors and the Executive Committee. The
City/Chamber slate is submitted to the City Council for review and
recommendation. (See Attachment A, Section 2.5 of CVB By-Laws, Page 2.)
Tarrant County Commissioners appoint one person to the board. The current
board composition and the 7-member executive committee make-up began in
May. (See Attachment B.)
In 1988, the City and Tarrant County agreed that the City would manage the
"Tarrant County Convention Center." A lawsuit by a citizen challenging the
County transferring the center to the City blocked that effort. A court-ordered
"Letter of Understanding" was adopted by the City and the County as a
settlement of the suit. (See Attachment C.) The 9-point "understanding"
included a pledge by Tarrant County to spend $5 million over five years
improving the center, to conduct an "ambitious booking effort" and to rename
the center"Fort Worth/Tarrant County Convention Center." The City pledged
to budget $200,000 of the yearly occupancy tax for a "buy-down" fund that
would be used to reduce rent to a level to attract bookings.
ISSUED BY THE CITY MANAGER FORT WORTH,TEXAS
INFORMAL REPORT TO CITY COUNCIL MEMBERS No. 7634
To the Mayor and Members of the City Council July 281 1992
Subject: Presentation on Fort Worth Convention and Visitor's Bureau
Peformance Continued....PAGE 2
The Center has been renamed. The County has spent $6.5 million on
renovations through June 1992. The improvements have substantially
improved the convention center. A 3-year, $6 million plan for additional
renovations, beginning in 1994, has been developed and is being proposed by
staff to Commissioners Court. The City has budgeted the buydown funds
annually.
In 1989, the City and the Convention and Visitors Bureau entered into afive
year contract for the Bureau to "promote the City as a site for conventions,
meetings and visitors destination." The contract outlined the amount of annual
payments to the Bureau and set forth a formula for increasing or decreasing
the funding in the event bed tax collections are up or down. The contract was
extended in 1991 for an additional five years, until 1998, at the Bureau's
request to insure it had the ability to make financial commitments to future
conventions. The base annual contract with the Bureau is $1,904,306. (See
Attachment D, the M&C extending the Bureau's contract and the new
contract.) Because of a decrease in the bed tax collection two years ago, the
Convention and Visitors Bureau 1990-91 contract was reduced by$100,000, as
set forth in the contract.
For 1991-92, the Bureau's budget was $1,904,306. The proposed 1992-93
Bureau budget also is $1,904,306. The bed tax dollars collected by the City are
the Bureau's sole source of income.
As required in the contract (Provision 1.11, Page 7), the Bureau annually
submits a report of activities and results of the overall market program to the
City as well as a comprehensive program for the upcoming year which includes
a budget.
Representatives of the Convention and Visitors Bureau's board and staff will
be at the July 28 City Council meeting with a presentation on how the Bureau
measures its effectiveness.
If you have any questions or desire additional information,please let me know.
Bob Terrell avo �
City Manager
ISSUED BY THE CITY MANAGER FORT WORTH,TEXAS
ATTACHMENT A
It:xa�
I I
M E M O R A N D U M
TO: Board of Directors
FROM: Douglas Harman
DATE: April 11, 1990
SUBJECT: Approval of Revised Bylaws
-------------------------------------------------------------
The City Council approved the Fort Worth Convention and
Visitors Bureau revised Bylaws at their meeting on Tuesday,
April 10, 1990. A copy is attached.
DH/mps
FORT WORTH CONVENTION AND VISITORS BUREAU
Water Garoens Place•100 E.15th St.•Suite 400-Fort Worth,Texas 76102+(617)33644791•TLX FW 203941•ACTO•UR
City of,Fort Wort/4 Texas
Mayor and Council Cmmminication
DATE E N
06/11/92 12BYLAWS FM 2 of 2
SUBJECT APPROVAL OF AMENDMENT TO BYLAWS OF THE FORT WORTH CONVENTION AND VISITORS
BUREAU
Therefore, it is recommended that approval be given to change the fourth and fifth
sentences in Section 4.3 of the Bylaws to read as follows:
"At meetings of the Executive Committee [44*e--(4) , a majority of the
members will constitute a quorum for the transaction of business. The
affirmative vote of [f4*e--(34] not less than four (4)^ members present at any
meeting will constitute the act of the Executive Committee except as
otherwise provided by statute or by the Articles of Incorporation or these
Bylaws."
FISCAL INFORMATION/CERTIFICATION:
This Council action does not require the expenditure of City funds.
WA:i
SWmitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: to
Mike Groomer 6140
Originating Department Mead:
Wade Adkins 7623 nom
for Additional Information �
Contact:
Wade Adkins 7623
City of Fort Worth, Texas
Mayor and Coy ncl.l err:. �ni�cactxo�,
DATE REFERENCE suejEcr: APPROVAL OF FIRST AMENDED PAGE
NUMBER BYLAWS OF THE FORT WORTH CONVENTION 1
4-10-90 **G-85so AND VISITORS BUREAU ' °f
RECOMMENDATION:
It is recommended" that the City Council approve the attached First Amended
Bylaws of Fort Worth Convention and Visitors Bureau.
DISCUSSION: `
On November 11, 1986 (M&C G-6877), the City Council approved the proposed
Articles of Incorporation and Bylaws of the Fort Worth Convention and
Visitors Bureau. Article V, Section 5:9 of the Bylaws, provides that
amendments to the Bylaws or Articles of Incorporation which are proposed by
the Bureau' s board of directors must be submitted to the Fort Worth City
Council , for approval . The attached, first amended bylaws were approved by
the Bureau's board and are hereby submitted for City Council approval.
The revisions include the following:
1. New designation of the current administrative head of the Bureau,
Douglas Harman, as its registered agent, in Sec. 1:1; and
2. Revises titles of Bureau officials to conform to industry standard,
which are also used by the Chamber of Commerce and Downtown Fort
Worth, Inc. Thus, the office of President and CEO is created and the
titles President and Executive Director are eliminated (Sec. 3:7) , and
the offices of Chairperson of the Board and Vice Chairperson of the
Board are created (Sections 3:5 and 3:6; respectively) . These new
titles are used throughout the revised Bylaws.
WA:k
SUBMITTED FOR IMe
OFFICEABY GER'S Mike Cil'(!(Jt7"a 6122 DISPOSITION APPROVED
PROCESSED BY
ORIGINATING C OTHER (DESCRIBE)
DEPARTMENT HEAD: Wode Adkins 7b23 CITY SECRETARY
FOR ADDITIONAL INFORM TION
CONTACT: OrOtl?)/ Norwood 7600 DATE
FIRST AMENDED BYLAWS
OF
FORT WORTH CONVENTION AND VISITORS BUREAU
ARTICLE I
OFFICES
Sec. i:l. Registered Office and agent. The registered
office of the corporation Is. 100 E. 13th St=ep, Suite 400, Fort
Worth, Texas 76102. The name of the registered agent at such
address is- Douglas Harman. ;
Sec. 1:2. Other Offices. The corporation may also have
offices at such other places as the Board of Directors may from
time to time determine.
ARTICLE II
DIRECTORS
Sec. 2:1. Board of Directors. The Board shall be
responsible for establishing operating policies- for the cor-
poration, for evaluating the progress- of the corporation in the AIN
attainments of its- goals-, and for review and approval of the
actions of the Executive Committee in any and all matters-- which
are acted upon by the Executive Committee. The Executive Commit-
tee shall have the authority to manage the affairs- of the cor-
poration.
Sec. 2:2. Regular Meetings. A regular meeting of the
Board of Directors is- to be held at least once each quarter
during the corporation*w fiscal year, at a time and place to be
determined by the Board, for the purpose of transacting all busi-
ness as may come before the meeting. The Secretary/Treasurer
shall cause to be given to each director ten days' notice of each
such regular meeting of the Board of Directors. The business- to
be transacted at and the purpose of each such regular meeting of
the Board of Directors shall be specified in the notice or waiver
of notice of such meeting.
Sec. 2%3. Special Meetings. Special meetings of the
Board of Directors may be called by the corporation's Chairperson
or President and CEO on three days' notice to each director
either personally .or by mail or telegram. Special meetings- shall
be called by the President and CEO in like manner and on like
notice in response to the written request of any five directors•.
The business to be transacted at and the purpose of each such
special meeting of the Board of Directors- shall be specified in
the notice or waiver of notice of such meeting. Attendance of a ,ftA
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director at a meeting will constitute a.waiver of notice of such
meeting except Where a director attends a meeting for the express
purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called gr convened.
Sec. 2:4. Quorum; Majority Vote. A. majority of the
duly elected directors- will constitute a quorum for the transac-
tion of business. Each director will have one vote, and the act
of the majority of the directors present at a meeting at which a
quorum is- present will be the act of the Board of Directors-i. If
a quorum is- not present at a meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the meeting,
until a quorum is- present.
Sec. 2:S. Number; Qualification; Selection; Term. The
number of directors- of the corporation indicated below in this-
Sec. 2:S will be appointed by an Election Committee consisting of
the following persons- acting on behalf of the following named
nonprofit corporations:
(A} Three representatives- from (and selected
' annually by) the City Council of the City of
Fort Worth, one of which may be the Mayor of
Fort Worth; and {
{B} Two representatives from (and selected
annually by) the Executive Committee of the
Fort Worth Chamber of Commerce, one of which
may be the Chairman of the Board of the Fort
Worth Chamber of Commerce.
The corporation' s president and CEO will serve as* an ex-officio
member of the Election Committee during his- or her term of
employment but will not be entitled to vote on any matter voted
upon by the Election Committee. other than the corporation' s-
President and CEO, no member of the Election Committee may serve
on the corporation's Board of Directors while also serving on the
Election Committee or for a period of two (2) years after comple-
tion of such persons's service on the Election Committee. In
considering prospective appointees- to the corporation' s- Board of
Directors, the Election Committee will give due consideration to
selecting appointees- from organizations whose activities and pur-
poses relate to the convention and tourism industry in Fort
Worth, including but not limited to the Greater Fort Worth Hotel
and Motel Association, members of the Tarrant County Restaurant
Association whose business- establishments• are located in greater
Fort Worth, the Fort Worth Metropolitan Black Chamber of Com-
merce, and the Hispanic Chamber of Commerce. in appointing
directors , the Election Committee shall first agree on a slate of
prospective appointees and submit that slate to the City Council
of the City of Fort Worth, which may review the slate and provide {
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input and recommendations - to the Election Committee. At least
ten (10) but not more than twenty (20) days- after submitting the
slate of prospective appointees to* the City Council of the City
of Fort Worth, the Election Committee shall meet to appoint
directors-- to serve in accordance with the terms of these Bylaws'.
From and after the first annual meeting of the Election Commit-
tee, the Board of Directors- will consist of nineteen voting
directors-. One director shall be appointed by the Tarrant County
Commissioner 's- Court (provided that the City of Fort Worth has-
not purchased the Tarrant County Convention Center pursuant to an
option to do so contained in its lease of such Center), and the
other eighteen directors- shall be appointed by the Election Com-
mittee. At the time of his or her appointment, each director
must possess proven executive skills and must have demonstrated
an active interest in the longterm growth and improvement of the*
Fort Worth business community. The Board of Directors shall be
divided into three (3) classes, with no class to contain more
than one (1) director more than any other class. The term of
office of directors of the first class shall expire one (1) year
after their appointment, or at such time as- their successors have
been duly appointed and qualified. The term of office of direc-
tors of the second class- shall expire two (2) yearn after their
appointment, or at such time as their successors have been duly
appointed and qualified. The term of office of directors- of the
third class shall expire three (3) years after their appointment,
or at such time as their successors have been duly appointed and
qualified. At each annual appointment of directors after such
classification, the number of directors equal to the number in
the class whose term expires at the time of such appointment
shall be appointed to hold office for the succeeding three-year
term. No director may hold office for more then two (2) con-
secutive three-year terms. In addition to the voting ditectors,
the corporation 's- President and CEO will serve as- an ex-officio
member of the Board of Directors during his-- or her term of
employment but will not be entitled to vote on any matter voted
upon by the Board of Directors.
Sec. 2s6. Chanqe in Number. The number of directors
may be increased or decreased provided that there must always- be
at leas three (3) directors) by amendment of these Bylaws, but
no decrease may have the effect of shortening the term of any
incumbent director. Any directorship to be filled by reason of
an increase in the number of directors is- to be filled by the
Election Committee.
Sec. 2x7. Removal. Any director may be removed either
with or without cause at any meeting of all voting members of the
Election Committee by the affirmative vote of a majority of the
voting members of the Election Committee.
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Sec. 2:8. Vacancies; Any vacancy occurring in the
Board of Directors- {bye resignation, removal, or otherwise}
may be filled by this Election Committee; except that for as- long
as the Tarrant County Commissioner's- Court is- entitled to appoint
one director pursuant to Sec. 2sS of these Bylaws-, a vacancy
created by the departure of the director appointed by the Tarrant
County Commissioner's Court may be filled by such Court. A
director appointed .to fill a vacancy is- to be appointed for the
unexpired term of such director's predecessor in office.
Sec. 2:9. Procedure. The Board of Directors- shall
keep regular minutes of its -proceedings-. The minutes- are to be
placed in the minute book of the corporation.
ARTICLE III
OFFICERS
Sec. 3sl. Number and Qualification. The corporation is -
to have a Chair erson, a Vice Chairperson, a President and CEO,
and a Secretary[Treasurer, each of whom is- to be elected by the
Executive Committee on the expiration of an officer's- term or
whenever a vacancy exists. The corporation may also have such
other officers- as the Executive Committee may deem necessary.
Any two or more offices- may be held by the same person except
that the President and CEO and Secretary/Treasurer may not be the
same person. `
Sec. 3:2. Term. The President and CEO shall be elected
to serve a term of one year or such longer term assay be deter-
mined by the Executive Committee. Each other officer shall be
elected to serve a term of one year. Each officer shall serve
until the end of such person's term or, if earlier, such person's
death, resignation, or removal.
Sec. 3:3. Removal; Vacancies. Any officer elected by
the Executive Committee may be removed by the Executive Committee
whenever in its judgment the best interests- of the corporation
will be served thereby. Any vacancy occurring in any office of
the corporation {by death, resignation, removal, or otherwise}
may be filled by the Executive Committee.
Sec. 3:4. Authority. All officers and agents of the
corporation, as between themselves and the corporation, will have
such authority and perform such duties in the management of the
corporation as may be provided in these Bylaws and as may be
determined by resolution of the Executive Committee not incon-
sisteni with these Bylaws-.
Sec. 3.5 Chairperson of the Board. The Chairperson
Of the Board of Directors will preside at all meetings of the
Board of Directors and the Executive Committee, will see that all
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orders and resolutions of the Board and Executive Committee are
carried into effect, and will perform ;uch other duties* and have
such other authority and powers as the $card of Directors or the
Executive Committee may from time to time prescribe.
Sec. 3.6 Vice-Chairperson of the 15oard. The Vice-
Chairperson of the Board of Directors will, in be absence or
disability of the Chairperson of the Board, perform the duties of
the Chairperson of the Board and, unless otherwise determined by
the Executive Committee, shall, in the absence or disability of
the President and CEO, perform the duties of the President and
CEO. The Vice-Chairperson shall perform such other duties and
have such other authority and' powers as the Board of Directors
may from time to time prescribe or as the Chairperson of the
Board may from time to time delegate. The Vice-Chairperson shall
be the corporation's "Vice-President," as that term is- used in
the the Texas Non-Profit Corporation Act.
Sec . 3:7. President and CEO. The President and CEO
shall be the chief administrator of the corporation and shall be
directly responsible to the Executive Committee. 8e shall con-
sider, promote, and. transact the business of the corporation and
cooperate with the public and the City administration in such
a way as to best serve the corporation's stated purposes- in its-
Articles- of Incorporation. Other employees- and contractual
agents and representatives- of the corporation shall be under the
central guidance and direction of the President and CEO. Also,
be shall perform--such other duties and have such other authority
and powers- as the Executive Committee may from time to time
prescribe.
Sec. 3:8. Secretary/Treasurer. The Secretary/Treasurer
*hail attend all meetings of the Executive Committee and the
Board of Directors and record all votes and the minutes of all
proceedings in a book to be kept for that purpose. The
Secretary/Treasurer shall give, or cause to be given, notice of
all meetings of the Executive Committee and the Board of
Directors . The Secretary/Treasurer shall keep in safe custody
the seal of the corporation and, when authorized by the President
and CEO affix the same to any instrument requiring it. The
Secretary/ Treasurer shall perform such other duties and have
such other authority and power as the Executive Committee may
from time to time prescribe or as the President and CEO may from
time to time delegate. The Secretary/Treasurer will have custody
of the corporate funds and securities and shall keep full and
accurate accounts of receipts- and disoursements of the cor-
poration and shall deposit all moneys and other valuable effects-
in the name and to the credit of the corporation in such deposi-
tories as may be designated by the Executive Committee. Subject
to the operation of Sec. 5:3 of these Bylaws, the Secretary-
/Treasurer shall disburse the funds of the corporation as may be
ordered by the Executive Committee, taking proper vouchers for '',t
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such disbursements, and shall render to the President and CEO and i
members of the Executive Committee, at the meetings- of the Execu-
tive Committee or whenever they may require it, an account of all
transactions- as- Secretary/Treasurer and of the financial con-
dition of the corporation. „
ARTICLE Iv
EXECUTIVE COMMITTEE
Sec. 4:1. Designation; Authorit ; ResponsibilitX. The
corporation shall have an Executive Committee composed of seven
members of the Board of Directors, one of which will be the
director appointed by the Tarrant County Commissioner's- Court and
the other six of which will be selected by the Election Committee
from the remaining voting directors. Each voting member of the
Executive Committee shall be elected to serve a term of one year.
In addition to the voting members- of the Executive Committee, the
corporation's- President and CEO will serve as- an ex-officio
member of the Executive Committee during his- or her term of
employment but will not be entitled to vote on any matter voted
upon by the Executive Committee. The Executive Committee will
have and may exercise all of the authority of the Board of Direc-
tors, except that it will not have the authority of the Board of
Directors- to amend the Articles- of Incorporation or Bylaws- alter
or repeal any resolution of the Board of Directors which by its
terms provides- that it is- not so amendable or repealable. The
designation of such committee and the delegation thereto of
authority will not operate to relieve the Board of Directors or
any member thereof of any responsibility imposed by law.
Sec. 4:2. Procedure; Removal; Vacancies. The Executive
Committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required. The
minutes of the proceedings of the Executive Committee are to be
placed in the minute book of the corporation. Any member of the
Executive Committee may be removed by the Election Committee
whenever in its judgment the best interests- of the corporation
will be served thereby. A vacancy occurring in the Executive
Committee (by death, resignation, removal, or otherwise) may be
filled by the Election Committee, except that for as long as- the
Tarrant County Commissioner 's Court is entitled to appoint one
director pursuant to Sec. 2:5 of these Bylaws, a vacancy on the
Executive Committee created by the departure of the director
appointed by the Tarrant County Commissioner's- Court may be
filled by such Court.
Sec. 4:3. Meetings-, Quorum, Majority Vote. The time
and place of Executive Committee meetings- shall be determined by
the Executive Committee. The Secretary/Treasurer shall cause to
be given to each member of the Executive Committee ten days '
notice of each such meeting. The business- to be transacted at
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and the purpose of each such meeting of the Executive Committee
shall be specified in the notice or waiver of notice of such
meeting. At meetings of the Executive Committee, five (5) mem-
bers-• will constitute a quorum for the transaction of bUx1nes1;
The act of five (5) members- present at any meeting at which a
quorum is-- present will be the act of the Executive Committee
except as-- otherwise specifically provided by statute or by the
Articles- of -Incorporation or by these Bylaws-. If a quorum is--not
present at a meeting of the Executive Committee# the members- pre-
sent thereat . may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is-
present. `
ARTICLE V
MISCELLANEOUS PROVISION'S
Sec . 5:1. Notice. Whenever by statute, the Articles of
Incorporation, or these Bylaws notice is required to be given to
a director or member of the Executive Committee, and no provision
is- made as to how the notice is to be given, it is not to be
construed to mean personal notice, but any notice may be given
(A) in writing, by mail, sufficient postage prepaid, addressed to
such person at the address appearing on the books- of the corpora-
tion, or (B) in any other method permitted by law. Any notice
required o3r. permitted to be given by mail will be deemed given at
the time when the same is deposited in the united States sails-.
Whenever any notice is required to be given to a director of the
corporation or a member of its- Executive Committee, a waiver
thereof in writing signed by the person or persons-- entitled to
such notice, whether before or after the time stated therein•
will be equivalent to the giving of such notice.
Sec. 5:2. Fiscal Year and Seal. The fiscal year of the
corporation shall begin on the f rst day of October in each year
and end on the last day of the following September. The cor-
porate seal (of which there may be one or more exemplars-) will
contain the name of the corporation and the name of the state of
incorporation. The seal may be used by impressing it or repro-
ducing a facsimile of it or otherwise.
Sec. 5:3. Checks- and Notes, Books and Records. All
checks or demands for money and notes of the corporation are to
be signed by the President and CEO and either the Chairperson,
the Vice-Chairperson or the Secretary/Treasurer. The corporation
shall keep correct and complete books and records- of account and
minutes- of the proceedings- of its Executive Committee and its-
Board of Directors at its registered office.
Sec. 5:4. Resignation. Any director, officer, or agent
may resign by giving written notice to the Executive Committee or AWA
the President and CEO. Any such resignation will become effec-
tive at the time specified therein or immediately if no time is -
specified therein. Onlesr-otherwise so specified, the acceptance
of such resignation will not be necessary to make it effective.
Sec. 5:5. Interested Directors and Officers-.
(A) If paragraph (B) below is- satisfied, no
contract or transaction between the corporation and one or more
of its directors or officers-, or between the corporation and any
other corporation, partnership, association or other organization
In which one or more of the. corporation's• directors- or officers-
are directors- or officers or have a financial interest, shall be
void or voidable solely for this- reason, solely because the
director or officer is present at or participates in the meeting
of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because his or their votes--
are counted for such purpose.
(B) Paragraph (A) above will apply only if:
(1) The contract or transaction Is- fair to
the corporation as-'of the time it is authorized, approved, or
ratified by the Board of Directors-, a committee of the board, or
the shareholders-,- or
(2) The material facts- as to the relationship
or interest of the director or officer and as--to the contract or
transaction are disclosed or are known to the Board of Directors-
or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative vote of
a majority of the disinterested directors, even though the disin-
terested directors- be less than a quorum.
(C) For purposes- of paragraphs- (A) and (B) above,
common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of
a committee which authorizes the contract or transaction.
(D) This paragraph A shall not be deemed to permit
contractual dealings between the corporation and its officers
and/or directors who are also officers and/or directors- of the
City of Fort Worth in situations in which the City Charter or
other laws or promulgation prohibit such contracts.
Sec. 5:6. Indemnification.
(A) The corporation shall indemnify, to the extent
provided in the following paragraphs-, any person who is--or was• a
director, officer, agent, or employee of the corporation and any
�► person who serves or served at the corporation's- request as-- a
director, officer, agent, employee, partner, or trustee of
another corporation or of a partnership, joint venture, trust, or (,
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other enterprise. In the event the provisionw-of indemnification
set forth below are 'ore restrictive :than the provisions-- of
indemnification allowed by Article 2.22A of the Texas• Eton-Profit
Corporation Act, then such persons named above shall be indemni-
tied to the full extent permitted by Article 2..22A of the Texas--
Von-Profit Corporation Act as- it may exist from time to time.
(8) in case of a threatened or pending suit,
action, or proceeding (whether civil, criminal, administrative,
or investigative), against a person named in paragraph (A) above
by reason of such person's- holding a position named ' in such
paragraph (A) , the corporation shall indemnify such person if
such persod satisfies the standard contained in paragraph We
for amounts actually and reasonably incurred by such person in
connection with the defense or settlement of the non-derivative
suit as expenses- (including court costs- and attorneys' teen,
amounts paid in settlement, judgments•, and fines-.
(C) A person named in Paragraph (A) above will be
indemnified only if it is- determined in accordance with Paragraph
(D) below that such persons
(1) acted in good faith in the transaction
which is the subject of the suit; and
(2) reasonably believed:
(a) if acting in his- official capacity
As director, officer, agent or employee
of the corporation, that his- conduct was
in the best interests of the corporation;
and
(b) in all other cases, that his- conduct
was not opposed to the best interests- of
the corporation.
(3) in the case of any criminal proceeding
had no reasonable cause to believe his conduct was unlawful. The
termination of a proceeding by judgment, order, settlement, con-
viction, or upon a plea of nolo contenders or its-equivalent will
not, of itself, create a presumption that such person failed to
satisfy the standard contained in this- paragraph.
(D) A determination that the standard in paragraph
(C) above has, been satisfied must be made
(1) by a majority vote of a quorum consisting
of directors who at the time of the vote are not named defendants-
or respondents in the proceeding; or
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(2) if such quorum cannot be obtained, by a
majority vote of ' a committee of the Board of Directors,
designated to act in the batter by a majority vote of all direc-
tors; consisting solely of two or more directors- who at the time
of the vote are not named defendants- or respondents- in the pro-
ceeding; or
(3) by special legal counsel selected by the
Board of Directors* or a committee of the Board by vote as- set
forth in subparagraphs- (1). or (2) above, or, if such quorum
cannot be obtained and such a committee cannot be established, by
a majority vote of all directors.
(E) Determination as- to reasonableness of expenses-
must be made in the same manner as the determination that indem-
nification is- permissible, except that if the determination that
indemnification is permissible is- made by special legal counsel,
authorization of indemnification and determination as to reaso-
nableness of expenses must be made in the manner specified by
subparagraph (D)(3 ) above for the selection of special legal
counsel. .
(F ) The corporation may reimburse or pay in
advance any reasonable expenses- (including court costs and attor-
neys' fees ) which may become subject to indemnification under
paragraphs- (A) throe h (E) above, but only after the person to
receive the payment �i) 'signs a written affirmation of his--good { `
faith belief that he' has - met the standard of conduct necessary
for indemnification under paragraph (C), and (ii) undertakes- in
writing to repay such advances- unless-"it is--ultimately determined
that such person is- entitled to indemnification by the cor-
poration. The written undertaking required by this- paragraph
must be an unlimited general obligation of the director but need
not be secured. It may be accepted without reference to finan-
cial ability to make repayment.
(G ) The indemnification provided by paragraphs- (A)
through (E} above will not be exclusive of any other rights to
which a person may be entitled by law, bylaw, agreement, vote of
disinterested directors, or otherwise.
(H) The indemnification and advance payment pro-
vided by paragzaphs (A) through (F) above will continue as- to a
person who has ceased to hold a position named in paragraph (A)
above and will inure to such person's- heirs, executors-, and
administrators.
(I ) The corporation 'may purchase and maintain
insurance on behalf of any person who holds- or has- held any posi-
tion named in paragraph (A) above against any liability incurred
by such person in any such position, or arising out of such
person's status- as such, whether or not the corporation would
have power to indemnify such person against such liability under
paragraphs (A) through (F) above.
_10-
Sec . 5:7. Action without a Meeting. Any action
required to be taken at a meeting ot the Board of Directors-, or
any action which may be taken at a meeting of the Board of Direc-
tors or of the Executive Committee, may be taken without a
meeting if a consent in writing, setting forth. the action to be
taken, shall be signed by all members of the Board of Directors-
entitled to vote with respect to the subject matter thereof, or
by all of the members of the Executive Committee, aw the case may
be. Such consent shall have the same force and effect as- a una-
nimous vote at a meeting. Any such signed consent, or a signed
copy thereof, is- to be placed in the minute book of the corpora-
tion. Further, but subject to the provisions- required or per-
mitted for notice of meetings, the members of the Executive
Committee may participate in and hold a meeting of such members-
of the Executive Committee by means of a conference telephone or
similar communications equipment by means- of which all persons--
participating in the meeting can hear each other, and partici-
pating in a meeting pursuant to this provision will constitute
presence in person at such meeting except where a person partici-
pates in the meeting for the express- purpose of objecting to the
transaction of any business on the ground that the meeting is- not
lawfully called or convened.
Sec . 5:80 Construction. Whenever the context so
�._ requires, the masculine will nclude the feminine and neuter, and
, the singular will include the plural, and conversely. If any
portion of these Bylaws is- determined invalid or inoperative,
then, so far as is reasonable and possible, the remainder of
these Bylaws is to be considered valid and operative, and effect
is to be given to the intent manifested by the portion held inva-
lid or inoperative. The table of contents and headings used in
these Bylaws have been inserted for convenience only and do not
constitute matters to be construed in interpretation.
Sec . 5:9. Amendment of Articles of Incorporation and
Bylaws . The power to amend the corporation's Articles- of
Incorporation and to alter, amend, or repeal the corporation's"-
Bylaws shall be vested in the Board of Directors. In the event
the Board of Directors proposes to amend the Articles- of
Incorporation and/or alter, amend, or repeal the Bylaws, such
proposal must be submitted to the Fort Worth City Council for
approval . Only if and to the extent such proposal is--approved by
the Fort Worth City Council may the Board of Directors adopt and
effect the amendment of the Articles of Incorporation and/or
alteration , amendment, or repeal of the Bylaws-. Any such
approved proposal may be adopted at a meeting of the Board of
Directors- by the affirmative vote of a majority of the directors
in office; provided, that the notice of such meeting contained
notice of the proposal to be voted on.
END OF BYLAWS
-11-
BAS:dg:#76
BYLAW.1
-iz-
ATTACHMENT B
A
tre
Type of Membership: B
Record Number: 00470
Me. Jan Brenneman
Director
Sid Richardson Collection
309 Main Street
Fort Worth, TX 76102
817/332-6554
Fax Number.- F-332-8671
Type of Membership: 0
Record Number: 00410
Ms. Toni Brown
int' l. Sister Cities Assoc.
100 N. University, Suite 287
Fort Worth, TX 76107
817/332-5437
Fax Number: F-332-5383
Type of Membership: 0
Record Number: 00400
Mr. Ken Devero
Downtown Fort Worth, Inc.
306 West 7th Street, Suite 400
Fort Worth, TX 76102
817/870-1692
Fax Number: F-335-3113
B = Board Member; E = Executive Committee; 0 = Ex Officio Member
July 14 1992
FORT WORTH WNVENMON AND VISITORS BUREAU
Type of Membership: 0
Record Number: 00110
Mr. B. Don Magness
Director of
Public Events
WILL ROGERS MEMORIAL CENTER
One Amon Carter Square
Fort Worth, TX 76107
817/870-8150
Fax Number: F-870-2862
Type of Membership: E
Record Number: 00080
Mr. John V. McMillan
COORS DISTRIBUTING CO.
2550 McMillan Parkway
Fort Worth, TX 76137
817/838-1600
Fax Number: F-838-1619
Type of Membership: 0
Record Number: 0 0140
Mr. Melvin R. Morgan
Exec Dir
FORT WORTH/TARRANT COUN'T'Y
CONVENTION CENTER
1111 Houston St.
Fort Worth, TX 76102
817/884-2202
Fax Number: F-884-2323
Type of Membership: E
Record Number: 00010
Mr. James R. Nichols
President
FREESE & NICHOLS
811 Lamar Street
Fort Worth, TX 76102
817/336-7161
Contact/Second Telephone: Shirley Davis
Fax Number: F-877-4267
.r w ♦ ss ♦ T .+ T♦..._ . _.i._.. � M�.,..,�E ii..,... V— n004 M7
It �I'♦.1 T"63"
Type of Membership; B
Record Number: 00200
Mr. Don R. Otto
FORT VORTH MUSEUM OF
SCIENCE & HISTORY
2501 Montgomery St.
Fort Worth, TX 76107
017/732-1631
Fax Number: F-732-7635
Type of Membership: B
Record Number: 00270
Mr. Ronny Region
DOWNTOWN MOTOR INN
600 N. Henderson
Fort Worth, TX 76107
827/332-6187
Type of Membership: 0
Record Number: 00390
Ms. Norma Roby
Classic Concessions
F. 0. Box 612363
DFW/Airport, TX 75261
224/621-1200
Fax Number; E-929-8022
Type of Membership: 0
Record Number: 00440
Mr. Terrence Ryan
President
Fort Worth Chamber of Commerce
777 Taylor Street, Suite 900
Fort Worth, TX 76102
I
817/336-2491
Fax Number: F-877-4034
E
B Board Member; E = Executive .Committee; O ffi Ex Officio Member
! July 14 1992
i
Type, of Membership: B
Record Number: 00450
Mr. Armel Santens
Gen. Mgr.
Radisson Plaza Fort Worth
815 Maim Street
Fort Worth, TX 76102
817/870-2100
Fax Number: F-335-3406
Type of Membership: B
Record Number: 00170
Mr. Larry H. Schultz
HOJO INN BY MARRIOTT
4201 S. Freeway
Fort Worth, TX 76115-1599
817/923-8281
Type of Membership: g
Record Number: 00370 ..t
Ms. Cherrie Schulz
8401 W. I--30
Fort Worth, TX 76116
817/560-0060
Type of Membership: B
Record Numbers 00380
Me. Linda Stapleton
Mgr. ,Comm.Sle.
American Airlines
3050 Regent Blvd. , Ste.400
Irving, TX 75063
214/558-0400
Fax Number: F-558-0410
B = Board Member; E = Executive Committee; O = Ex Officio Member
July 14 1992
0_
Type of Membership: . B
Record Number: 00260
Mr, Vernell Sturns
D/FW AIRPORT
PO Drawer D/FW
D/FW Airport, TX 75261
214/574-3126
Fax Number: F-574-5549
Type of Membership: O
Record Number: 00130
Mr Pat Svacina
Asst to City Mg
CITY OF FORT WORTH
City Hall
1000 Throckmorton
Fort Worth, TX 76102
817/870-6415
Fax Number: F-871-6134
Type of Membership: 0
Record Number: 00100
Mr. Bob Terrell
Int. City Mqr.
CITY OF FORT WORTH
City Hall
1000 Throckmorton
Fort Worth, TX 76102
817/871-6116
Fax Number: F-871-6134
Type of Membership: E
Record Number: 00030
Mr. Bert C. Williams
THE EQUITABLE LIFE INSURANCE
801 Cherry Street
Fort Worth, TX 76102
817/335-2020
Fax Number: F-870-2478
B = Board Member; E = Executive Committee; -O = Ex Officio Member
July 14 1992
Type of Membership: 0
Record Number-. 00120 '
Chief Windham
Chief of Police
350 W. Belknap
Fort Worth, TX 76102
817/877-8288
Fax Number: F-877-8254
Type of Membership: E
Record Number: 00040
Mr. Nerschel C. Winn
TANDY CORPORATION
1800 One Tandy Ctr.
N. Tower
Fort Worth, TX 76102
817/350-3752
Fax Number: F-878-6593
1
B = Board Member; E - Executive Committee; 0 = Ex Officio Member
July 14 1992
Court order #59967
ATTACHMENT C
LT_ TER OF UND=ANDING
Whereas, the parties hereto find it necessary and desirable to express
their intent regarding the Tarrant County Convention Center, this letter of
understanding is hereby executed subject to the approval of the Fort worth
City Council and the Tarrant County Coimnissioners' Court.
1) It is mutually agreed that the name of the Tarrant County Convention
Center shall henceforth be changed to the Port Worth-Tarrant County
Convention Center and the signage in and around the Center will be
changed to reflect the new name.
2) It is agreed that the Public Events Director, or someone else
designated by the City of Fort Worth, shall immediately become an
ex officio non-voting member of the Convention Center board.
3) It is agreed that the Executive Director of the Convention Center, or
someone else designated by Tarrant County Commissioners' Court, shall
immediately become -an ex officio non-voting member of the Fort Worth
Convention and Visitors Bureau Board of Directors.
4) Tarrant County pledges to maintain the Convention Center as a first
class facility, in this regard, capital expenditures of at least
five million dollars will be made on the Cohvention Center by the
County during the next five years.
op" 5) Tarrant County acknowledges the need for an ambitious effort to schedule
more conventions in the Center. It will therefore adopt a booking
policy giving priority to conventions and other meetings that result
in attendance by visitors and businesses from outside the Metroplex
while also seeking to accommodate the needs of longstanding quality
commercial clients. To accomplish this, events which will be attended
primarily by local area residents will not be given final. 'contracts -for
specific dates more than 24 months in the future. When there is a need
to move a tentatively booked event from a County to a City facility or
from a City to a County facility to accommodate a priority booking, the
facility directors will work out an equitable financial arrangement.
6) The City of Fort Worth will budget $200,000 of 1988-89 occupancy tax
revenues to establish a "buy-down" fund on October 1, 1988. The funds
will be used to "buy-down" the rent at the Convention Center to attract
priority bookings. in each successive year, an amount at least equal
to the total commitments made during the previous year will be budgeted
from occupancy tax revenues. In addition, during its annual budget
process, the City will evaluate the effectiveness of the "buy-down"
program and determine whether additional funding would be advantageous.
elk
Decisions on buying down the rent on a particular convention or
meeting will be made by a Committee comprised of the Chair of the ^►�.
Convention Center Advisory Board, the Executive Director of the
Convention Center, an Assistant City Manager and the Public Events
Director. The Chair of the Fort Worth Convention and Visitors Bureau
will serve as an ex-officio non-voting member.
The Executive Director of the Convention Center and the Public Events
Director will have the authority to ,spend up to ;3,500 on miscellaneous
items to secure a particular priority booking. Such expenditures will
be reported monthly to the City, the Convention Center Advisory Board
and the Convention and Visitors Bureau.
7) The City of Fort Worth pledges to continue funding a marketing program
for local facilities through the Fort Worth Convention and Visitors
Bureau, or other agency it deems appropriate.
8) in order to go forward with this agreement as expeditiously as
possible, the City of Fort Worth agrees to immediately drop its
appeal to the Texas Supreme Court in City of Fort Worth vs. Ken Groves,
No. 02-87-00017-CV and the parties acknowledge that the 1986 Convention
Center lease is of no further force aad effect.
9) Tarrant County and the City of Fort Worth paedge their maximum efforts
and cooperation to achieve overwhelming success at the Fort Worth-Tarrant
County Convention Center.
Signed this day of May, 1988.
Bob Bolen Roy English
Mavor County Judge
City of Fort Worth County of Tarrant
City of Fort Worth, Texas ATTACHMENT D
11" 1 COMMU
Mayor and Cou.111"Icig, I nication
DATE REFERENCE SUBJECT: EXTENSION OF CONTRACT WITH TH PAGE
NUMBER FORT WORTH CONVENTION AND VISITORS
6-4-91 C-12903 BUREAU ' O'
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a
contract extension with the fort Worth Convention and Visitors B-MAIL through
September 30, 1998, to bring conventions, meetings and visitors to the City.
DISCUSSION:
In 1988, the City of Fort Worth and the Fort Worth Convention and Visitors Bureau
entered into a five year contract for the Bureau to promote the City as a site
for conventions, meetings and vistors' destination. The contract provided for
the City to pay monies to the Bureau from the city hotel occupying tax revenue.
The Bureau has been performing its obligation in compliance with the contract.
The Bureau exercised its option to renew the contract for an additional five
years. The Bureau is working on bookings beyond the current contract expiration
date of September 1993. To enable an ongoing promotional effort, the Bureau has
requested the extension.
The extension continues to recognize the City's support of other organizations
which have traditionally received bed tax support.
DAI:c
02conven
SUBMITTED'WOR THE DISPOSITION BY COUNCIL: r•'02ROCESSEO By
CITY MANAGER'S
OFFICE BY: David A- Unry 6116 C, APPROVED
ORIGINATING C: OTHER (DESCRIBE)
DEPARTMENT HEAD: David A. Ivory 6116 CITY SECRETARY
FOR ADDITIONAL INFORMATION
CONTACTt Wade Adkins 7623 DATE
CITY SECRETARY#
CONTRACT NO. �
PROFESSIONAL SERVICES AGREEMENT
(as amended effective
This Agreement IS MADE AND ENTERED INTO at Fort Worth, Tarrant
County, Texas thisQZ14ay oi -- 1991, by and between the City
of Fort Worth, a municipal corp ation ("City"), acting by and through its
duly authorized City Manager, David Ivory, and the Fort Worth Convention
and Visitors Bureau ("Bureau"), acting by and through Douglas barman, its
duly authorized President 6 C.E.O.
WITNESSETH :
WHEREAS, on May L. 1989, City and Bureau entered into City
Secretary Contract No. 17140, under the terms of which Bureau performs
certain services for City; and
WHEREAS, although the term of that contract does not expire until
September 30, 1992, the parties now desire to extend its term until
September 30, 1998, and to amend certain other provisions of the contract;
and
WHEREAS, in order to make all necessary changes in the contract,
it is necessary to amend City Secretary Contract No. 17140 in full ;
NOW THEREFORE, THIS CONTRACT FURTHER WITNESSETH,
That City Secretary Contract No. 17140 is hereby amended in its
entirety and after said amendment shall read as follows:
WHEREAS, V.T.C.A. , Tax Code 1351.002, authorizes the City to levy
by ordinance a hotel occupancy tax which may not exceed 7% of the
AWN
consideration paid by a hotel occupant; and
WHEREAS, the City has levied such a tax by adopting Ordinance
No. 8900, on August 23, 1983; and
WHEREAS, V.T.C.A., Tax Code 5351.101(a)(3), authorizes the City to
use revenue derived from the hotel occupancy tax for •advertising and
conducting promotional programs to attract tourists and convention
delegates or registrants to the municipality or its vicinity;" and
WHEREAS, the City Council of City is of the opinion and finds that
a large portion of the public facilities owned and operated by City is
necessarily supplied for use by the transient public in the form of
display, entertainment, and public conveniences; and
WHEREAS, the City Council is further of the opinion and finds that
the public facilities and services of the Will Rogers Memorial Center,
Cowtown Coliseum, and the Fort Worth-Tarrant County Convention Center
benefit, and are enjoyed by, visitors to City; and
WHEREAS, display, entertainment, meeting, and other public
convenience facilities are provided for the special use and benefit of
visitors; and
WHEREAS, it is a matter of necessity that such display,
entertainment, meeting, and other public convenience facilities be
advertised, publicized, promoted, and sold; and that the public thereby be
informed of their availability for use;
WHEREAS, visitors, conventioneers, and tourists who utilize such
public facilities make related expenditures that, on the whole,
substantially benefit the economy of City; and
-2-
NOW THEREFORE, THIS CONTRACT FURTHER WITNESSETH: ON
That for and in consideration of the performance of the mutual
covenants and agreements herein contained, the parties hereto do hereby
covenant and mutually agree as follows:
1.
City agrees, pursuant to the State statute and City ordinance
hereinabove cited, to pay monies to the Bureau from its hotel occupancy tax
revenues, in consideration of which the Bureau agrees to undertake
activities for the promotion of tourism and the convention and hotel
industry, through advertising and conducting promotional programs to
attract tourists and convention delegates or registrants to Fort Worth.
Specifically, but without limitation, Bureau will perform the following:
1.1 Bureau covenants and agrees to promote the lease of the
public facilities in the Will Rogers Memorial Center, Cowtown Coliseum, the -r•r�
Fort Worth-Tarrant County Convention Center, and other meeting and public
convenience facilities, for conventions, trade shows, and meetings on dates
available in such facilities, including the continued publication of a set
of floor plans for the above facilities that will be current and accurate
and of such size that convention executives and planners of meetings can
rely on same for layouts.
1.2 Bureau recognizes the existence of a Letter of Understanding
between City and Tarrant County dated May 4, 1988, regarding the operation
of the Fort Worth-Tarrant County Convention Center. The letter is attached
as Exhibit "A" to this Agreement. Further, Bureau agrees to use its best
efforts to comply with the terms and conditions of the Priority of Use
.M%
-3-
Booking Policy as provided in Paragraph (5) of said Letter of
Understanding.
Said Letter of Understanding provides that a fund (*buy down"
fund) be established to attract conventions and meetings to the Fort
Worth-Tarrant County Convention Center which will result in attendance by
visitors and businesses from outside the Metroplex. City agrees to include
the $200,000 buy down fund in Bureau's annual budget and to pay such sum to
Bureau each year.
Bureau agrees to maintain the buy down funds in a separate
bank account and to furnish City an accounting of the buy down funds on a
quarterly basis. Such accounting shall include actual funds committed,
funds offered but not yet accepted, and cash balances.
If in a given year the total sum is not spent for buy downs,
the Committee referred to in Paragraph 6 of the Letter of Understanding may
allocate such excess funds advertising and promoting the Fort Worth-Tarrant
County Convention Center, such activities to be targeted towards conven-
tions and other meetings which will result in attendance by visitors and
business from outside the Metroplex. Bureau, with the approval of such
Committee, may also use such excess funds to do additional advertising,
marketing, and promotion programs for the purpose of promoting conventions
and tourism to City including the payment for buy downs for priority book-
ings in excess of each year's budget allocation.
City agrees to assign one of its positions on Committee to
Bureau.
!p`.
-4-
1.3 Bureau covenants and agrees to conduct coordinated state, -WIN
regional , national , and international advertising, research, publicity,
direct sales and promotion campaigns emphasizing the attractions offered in
City to meetings, groups, and visitors.
Bureau recognizes the unique facility features of the Will
Rogers Memorial Center and the target market for which it was developed.
Bureau will coordinate the formulation of marketing programs for the facil-
ity with City staff members charged with its operating responsibilities.
Bureau recognizes that it has a primary responsibility to
advertise and market the Fort Worth-Tarrant County Convention Center and to
develop and coordinate marketing programs for this facility with those per-
sons charged with its day-to-day operations.
1.4. Bureau covenants and agrees to maintain exhibit booths for
the purpose of attracting visitors, conventions, meetings, exhibits,
selected trade, sports and consumer shows, and other events to City.
1.5 Bureau covenants and agrees to cause to be printed and dis-
tributed in adequate quantities visitor literature of substantive quality
and material to all Texas State Highway Tourists Information Centers, as
well as Visitor Information Centers presently located in local hotels,
motels restaurants, places of public accommodation, and any other locations
considered desirable, including the Convention and Visitors Bureau
Information Center.
1.6 Bureau covenants and agrees to participate in appropriate
tourism agencies and convention associations such as: the Texas Department
of Commerce, the American and Texas Societies of Association Executives,
-5-
and the International Association of Convention and Visitor Bureaus as well
as other agencies in order to assure that favorable publicity about City
may be continued and expanded.
1.7 Bureau covenants and agrees to in a systematic manner solicit
convention and meeting holding organizations for the accommodation of
appropriate facilities located in City.
1.8 Bureau covenants and agrees to provide staffing and facili-
ties for registration assistance and services, including information rela-
tive to central housing, publicity material , and attendance mailings to
associations, organizations, or groups convening or holding meetings in
City. Bureau further agrees to coordinate with the appropriate City
departments, local hotels, restaurants, and entertainment facilities, and
OOPk to strive to provide an environment in which a visiting group or organiza-
tion enjoys a coordinated and productive visit to City.
1.4 it is understood and agreed that Bureau currently prepares
and publishes, and will continue to prepare, publish, and update during the
term of this Agreement and any renewals thereof, invitational materials
providing specific information on hotels and motels located in City, and
will also distribute, during the term hereof and any renewals, said
invitational materials to association executives and planners of meetings,
including therein such information as floor plans of such hotels and motels
as are actively bidding for a specific meeting convention, in addition to
general promotional and entertainment material on City.
-6-
1.10 Bureau covenants and agrees to make the services of
Bureau available to Fort Worth groups and businesses.
1.11 In order for City to monitor the aforementioned and any cri-
teria now or later mutually developed, Bureau shall:
(a) submit an annual report of activities and
results of the overall marketing program for the
preceding fiscal year within ninety (90) days after
the close of such year. This report shall include,
but not be limited to: detailed breakdown of
activities undertaken and summary of benefits
obtained by the programs and financial reports
pertinent to the scope of the work as required by
City; and
(b) submit a comprehensive program of action for ,.
the ensuing Fiscal Year. This will be in a form
which includes measurable performance objectives,
along with a detailed Line Item budget of revenue
and appropriations for all activities relative to
this Agreement. The comprehensive program is to be
submitted by City's requested date to allow the
Office of Management Services Department to include
Bureau's marketing program within its budget sub-
mission submission to the City Manager's office;
and
-7-
(c) meet with City on a quarterly basis to discuss
the status of current fiscal year marketing
programs.
2.
2.1 In City's budget for its fiscal year ending September 30,
1991, City has allocated $2,167,806 to Bureau for the following uses:
Bureau Budget $1,904,306
Buy Down Convention Center $ 200,000
Equestrian Center Marketing $ 63,500
City Conference Commitment $ -0-
TOTAL ,1� 67 W
and $832,194 of Occupancy Tax is designated for use as follows:
Arts Council $ 97,884
Sister Cities $ 95,026
Modern Art Museum $ 215,342
Museum of Science and History $ 423,942
TOTAL 8 2,194
which two sums of $2,167,806 and $832,194 represent the estimated Occupancy
Tax of $3,000,000 that will be collected during the fiscal year ending
September 30, 1991.
2.2 Subject to the provisions of Paragraph 2.3 below, in consid-
eration of the professional services to be performed by Bureau under the
terms of this Contract, City shall pay to Bureau in equal monthly install-
ments the sum of $180,650.50 per month on the first day of each month
commencing February 1, 1991, and a like sum (or such lesser sum as
collected or as provided under paragraph 2.3 next below) , continuing on the
first day of each succeeding month thereafter until all Occupancy Taxes
collected for fiscal year 1990-1991 have been paid to Bureau.
-8-
2.3 It is the intention of the parties that for the fiscal year
ending September 30, 1991, Bureau will be paid all the Occupancy Taxes
collected in excess of $821,094 plus ninety percent (90%) of the Occupancy
Taxes expected to be collected over $2,889,000 to encourage Bureau to
increase the amount of Occupancy Taxes by increasing conventions and
tourism to City, and if the collections of Occupancy Taxes are below the
$3,000,000 estimate, then Bureau will absorb the first 90% of the excess of
estimate over $2,889,000 and the first $100,000 if the collections fall
further below $2,889,000. If the amount of Occupancy Taxes collected for
the fiscal year 1990-91 1s below such estimate, then the $2,167,806 shall
be reduced by the amount of the deficiency (but not below $1,967,906). If
the collections fall below $2,789,000, then City and Bureau agree to meet
and discuss a reallocation of the Occupancy Taxes.
2.4 The Occupancy Tax allocation will be utilized to fund
Bureau's operating cost as outlined in its annual business plan, which plan
will include the projected use of the unused portion of the "buy down" fund
remaining from prior years, if any, as determined by the Committee referred
to in Paragraph 6 of the Letter of Understanding.
2.5 All expenditures from funds provided hereunder shall be made
in accordance with the budget submitted each year, pursuant to Section 1.11
above. It is understood and agreed that, upon the acceptance of funds
hereunder, a fiduciary duty is created in the Bureau with respect to the
expenditure of such funds.
AO%
-9-
3.
3.1 For fiscal years ending on September 30 of 1992 through 1998,
Bureau and City will estimate the amount of Occupancy Taxes reasonably
expected to be collected during each such fiscal year. For each such fis-
cal year, City will first deduct $821,067 from such taxes for allocation by
City to other legal uses. City will then pay $2,067,906 in equal
installments over each such fiscal year. In addition, City will also pay
to Bureau ninety percent (90%) of the Occupancy Taxes collected over the
amount of $2,889,000 in equal installments over each such fiscal year.
On October 1 of each fiscal year, City and Bureau shall make
an accounting. The accounting shall be based on the occupancy taxes actu-
ally collected by City in the preceding fiscal year, City's payments to
Bureau in such fiscal year, and the allocation set forth in Paragraph 3.1.
As a result of such accounting, City shall pay to Bureau any amounts owed
to Bureau for the preceding fiscal year, or Bureau will refund to City any
overpayments made by City in such fiscal year.
3.2 The monies so paid, pursuant to Paragraph 3, to Bureau shall
be kept in special accounts established for this purpose and shall not be
comingled with other funds nor maintained in any other account. Bureau
shall furnish to City an audit and accounting of such monies annually, said
audit to be performed by an independent certified public accountant
acceptable to City. City shall also have the right to perform an audit and
inspection of Bureau's business records relating to the expenditure of such
monies, at such reasonable times and intervals as City may request, and at
City' s expense. In addition, Bureau will provide on a monthly basis to
Opp"
-10-
City within thirty (30) days after the close of a month an unaudited state-
.
ment of operations reflecting receipts and disbursements in the same format
as submitted in the annual budget, which statements shall clearly
delineate expenditures made from funds provided under this Agreement.
3.3 The expenditures from these special accounts shall be made by
Bureau only after receipt and good faith consideration of advice and recom-
mendations from Bureau's Executive Committee which shall be comprised of
representatives of hotels/motels, airline representatives, restaurant
representatives, and representatives from convention support services, all
of whom shalt be appointed as specified in the Articles of Incorporation
and the Bylaws of Bureau.
4.
4.1 The primary term of this Agreement shall begin February 1,
1991 and extend through September 30, 1998, unless this Agreement shall
have been sooner terminated or extended in accordance with other provisions
contained herein.
4.2 Provided Bureau is in compliance with all terms and condi-
tions of this Agreement, Bureau will have the option at the beginning of
fiscal year 1995-96 to request that City enter into negotiations with
Bureau for an additional five-year term, under the same terms and
conditions, by mailing written notice to that effect to City.
4.3 The terms of this Agreement are subject to annual funding by
the Fort Worth City Council. In the event no funds or insufficient funds
(i.e. below $1,750,000) are appropriated and budgeted in any year for pay-
ments to Bureau pursuant to this Agreement, City shall notify Bureau of
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such occurrence, and this Agreement shall be terminated by City or Bureau
on the last day of the year for which appropriations were available, with-
out penalty or expense to City of any kind whatsoever, except as to the
portions of payments herein agreed upon for such funds as have been appro-
priated and budgeted and as set forth in this Agreement.
5.
City may terminate this Agreement at any time, and for any reason,
upon six months' prior written notice, addressed to Bureau at 100 E. 15th
Street, Suite 400, Fort Worth, Texas 76102.
In the event of termination or expiration of this Agreement, City
shall pay Bureau for services rendered prior to such termination or expira-
tion date, and City shall honor written commitments to provide convention
support services made by Bureau to convention and meeting planners, which
rIw commitments were made pursuant to the terms of this Agreement prior to its
termination. Such agreements to be honored by City will include contracts
or lease agreements entered into in the normal course of operation and will
also include office equipment, automobile leases, office space leases, and
other administrative requirements.
However, Bureau may not, without the prior written consent of City
(which shall not be unreasonably withheld), enter into a real estate lease,
employment contract, or contract for an amount in excess of Ten Thousand
Dollars ($10,000) with a term that exceeds the remainder of the renewal
term of this Agreement.
Payments made pursuant to the terms of this paragraph shall be
made from, and shall not exceed, the total of funds appropriated for pay-
ment of this Agreement.
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6.
The relationship of Bureau to City shall be that of independent
contractor as to all services performed hereunder and not as an officer,
agent, servant, or employee of City. Bureau shall have exclusive control
of its operations hereunder, and the persons performing same, and shall be
solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors, and subcontractors. The doctrine of
respondent superior shall not apply as between City and Bureau, its
officers, agents, servants, employees, contractors, and subcontractors, and
nothing herein shall be construed as creating a partnership or joint enter-
prise between City and Bureau.
7.
Bureau covenants and agrees to, and does hereby, indemnify, hold
harmless, and defend City, its officers, agents, servants, and employees
from and against any and all claims or suits for property damage or loss ../
and/or personal injury, including death, to any and all persons, of whatso-
ever kind or character, whether real or asserted, arising out of or in con-
nection with this Agreement, its performance or non-performance; and Bureau
hereby assumes all liability or responsibility for same.
8.
This written instrument constitutes the entire agreement by the
parties hereto concerning the operations to be performed hereunder, and any
prior or contemporaneous oral or written agreement which purports to vary
from the terms hereof shall be void.
../
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�► 9.
Bureau shall not assign all or any part of its interest in this
Agreement without prior approval of City Council of City.
10.
Should any action, whether real or asserted, at law or in equity,
arise out of this Agreement, venue for said action shall lie in Tarrant
County, Texas.
IN TESTIMONY WHEREOF, the parties hereto have executed this
Agreement in duplicate originals on this the.-,Z/ day o / 1991.
ATT T: CITY OF FORT WORTH
ity Secretary avid Ivory
City Manager
APPROVED AS TO FORM AND LEGALITY:
1 Contract Authorization
City Attorney Date
Date
FORT WORTH CONVENTION AND
VISITORS BUREAU
(DL " r
By: ..
Douk-ToawS Harman
Pr ident and C.E.O.
RMT/slw
#F/AGREE
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Court Order #59967
LE-I TER OF UNDERSTANDING
Whereas, the parties hereto find it necessary and desirable to express
their intent regarding the Tarrant County Convention Center, this letter of
understanding is hereby executed subject to the approval of the Fort Worth
City Council and the Tarrant County Coinissioners' Court.
1) it is mutually agreed that the name of the Tarrant County Convention
Center shall henceforth be changed to the Fort Worth-Tarrant County
Convention Center and the signage in and around the Center will be
dulled to reflect the new name.
2) It is agreed that the Public Events Director, or someone else
designated by the City of Fort Worth, shall immediately beccme an
ex officio non-voting member of the Convention Center board.
3) It is agreed that the Executive Director of the Convention Center, or
someone else designated by Tarrant County Commissioners' Court, shall
immediately become -an ex officio non-voting member of the Fort Worth
Convention and Visitors Bureau Board of Directors.
4) Tarrant County pledges to maintain the Convention Center as a first
class facility. in this regard, capital expenditures of at least
five million dollars will be made on the Cohvention Center by the
County during the next five years.
5) Tarrant County acknowledges the need for an ambitious effort to schedule
more conventions in the Center. It will therefore adopt a booking
policy giving priority to conventions and other meetings that result
in attendance by visitors and businesses from outside the Metroplex
while also seeking to accor.r=-ate the needs of longstanding quality
commercial clients. To accomplish this, events which will be attended
primarily by local area residents will not be given fined"'contricts -for
specific dates more than 24 months in the future. When there is a need
to move a tentatively booked event from a County to a City facility or
from a City to a County facility to accommodate a priority booking, the
facility directors will work out an equitable financial arrangement.
6) The City of Fort Worth will budget $200,000 of 1988-89 occupancy tax
revenues to establish a "buy-down" fund on October 1, 1988. The funds
will be used to "buy-clown" the rent at the Convention Center to attract
priority bookings. In each successive year, an amount at least equal
to the total commitments made during the previous year will be budgeted
from occupancy tax revenues. In addition, during its annual budget
process, the City will evaluate the effectiveness of the "buy-down"
program and determine whether additional funding would be advantageous.
Decisions on buying down the rent on a particular convention or
meeting will be made by a Committee comprised of the chair of the
Convention Center Advisory Board, the Executive Director of the
Convention Center, an Assistant City Manager and the Public Events
Director. The Chair of the Fort Worth Convention and visitors Bureau
will serve as an ex-officio non-voting member.
The Executive Director of the Convention Center and the Public Events
Director will have the authority to spend up to $3,5500 on miscellaneous
items to secure a particular priority booking. Such expenditures will
be reported monthly to the City, the Convention Center Advisory Board
and the Convention and Visitors Bureau.
7) The City of Fort Worth pledges to continue funding a marketing program
for local facilities through the Port Worth Convention and Visitors
Bureau, or other agency it deems appropriate.
8) in order to go forward with this agreement as expeditiously as
possible, the City of Fort Worth agrees to immediately drop its
appeal to the Texas Supreme Court in City of Fort Worth vs. Ken Groves,
No. 02-87-00017-CV and the parties acknowledge that the 1986 Convention
Center lease is of no further force aad effect.
9) Tarrant County and the City of Fort worth pledge their maximum efforts
and cooperation to achieve overwhelming success at the Fort Worth-Tax-rant
County Convention Center.
V4W Signed this d- � day of May, 1986.
-L, / VI_
Bob Bolen Roy English
Mavor County Judoe
City of Fort Worth County of Tarrant