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HomeMy WebLinkAbout2009-088 Council Resolution• Council Member Reiner introduced the following resolution and moved its adoption: CITY OF LINO LAKES RESOLUTION NO. 09 -88 RESOLUTION APPROVING JOINT POWERS AGREEMENT WITH MINNESOTA METRO NORTH TOURISM WHEREAS, the City of Lino Lakes has enacted a tax on lodging within the City to fund a convention and visitors bureau in accordance with Minnesota Statutes Section 469.190. WHEREAS, Minnesota Metro North Tourism (the Bureau) has the staff, facility, and experience to carry out the objectives of promoting the City as a tourist and convention center. WHEREAS, the City desires the Bureau to provide the services of a convention and tourism bureau on behalf of the City, and the Bureau desires to provide those services. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LINO LAKES, MINNESOTA: The Joint Powers Agreement between the City of Lino Lakes and Minnesota Metro North Tourism. ne Bartell, Cit C John J erge , Mayo Adopted by the Lino Lakes City Council this 12th day of October, 2009. The motion for the adoption of the foregoing resolution was duly seconded by Council Member° Donneand upon vote being taken thereon, the following voted in favor thereof: Reinert,O'Donnell, Gallup, Stoltz, Bergeson The following voted against same: none Whereupon said resolution was declared duly passed and adopted. • • AGENDA ITEM 6B — i -ii -iii STAFF ORIGINATOR: Mary Alice Divine MEETING DATE: October 12, 2009 TOPIC: 1 Consider Resolution No. 09 -86 Approving Bylaws, Minnesota Metro North Tourism ii. Consider Resolution No. 09 -87 Approving Articles of Incorporation, Minnesota Metro North Tourism iii. Consider Resolution No. 09 -88 Approving Joint Powers Agreement, Minnesota Metro North Tourism VOTE REQUIRED: 3/5 BACKGROUND Over the past several months the cities of Anoka, Blaine, Coon Rapids, Fridley, Ham Lake, Mounds View and Shoreview have all opted out of a convention and tourism bureau called Visit Minneapolis North in favor of beginning a new convention and visitors bureau called Minnesota Metro North Tourism. The Cities of Lino Lakes and New Brighton have also been invited to participate, and the two Lino Lakes hotels have requested that the city support it. Resolution No. 09 -86 approves the bylaws of Minnesota Metro North Tourism establishing the board of directors, which would be structured according to the amount of lodging fee contributions each city generated the previous year. Based on the amount of revenue the two hotels in Lino Lakes generates, it is estimated Lino Lakes contribution will be in the range of $40,000, or about 6% of the combined city contributions. Lino Lakes will be allowed one board member based on that revenue and it is to be an elected or appointed city representative. The bylaws state that a second board member shall be from the city's lodging industry, and any additional shall be at the member city's discretion. The board will select four at large members, of which two will represent the lodging industry and two will represent member cities. The National Sports Center in Blaine will be provided a non - voting position on the board. Resolution No. 09 -87 approves the Articles of Incorporation recognizing it as a nonprofit corporation with the purpose of promoting and marketing tourism in the northern twin cities, with the management of the corporation vested in a board of directors. Resolution No. 09 -88 approves the Joint Powers Agreement which goes into effect January 1 2010 and may be terminated after two years by mutual agreement. It spells out the services of the tourism bureau, including informational services about the city, presentations, websites, maps and guides and representation at trade shows and conventions. The City Council should also, at its discretion, appoint a city representative to serve on the • board of directors representing Lino Lakes. OPTIONS • 1. Approve Resolutions No. 09 -86, No. 09 -87 and 09 -88, Approving the Bylaws, Articles of Incorporation and Joint Powers Agreement, Minnesota North Metro Tourism 2. Return Resolutions to staff with direction. 3. Appoint a city representative to serve on the board of directors. RECOMMENDATION Option 1 and 3 ATTACHMENTS Resolution No. 09 -86 Resolution No. 09 -87 Resolution No. 09 -88 Attachment A: Bylaws Attachment B: Articles of Incorporation Attachment C: Joint Powers Agreement • • • ATTACHMENT A By -Laws of MINNESOTA METRO NORTH TOURISM ARTICLE I - OFFICE The principal and registered office of the Corporation shall be located within one of the cities whose lodging tax funds are administered by this Corporation. ARTICLE II - NAME The Corporation shall do business under its corporate name, namely MINNESOTA METRO NORTH TOURISM ARTICLE III - MEMBERS Section 1. Members of the Corporation The Members of the Corporation shall be the Cities of Anoka, Blaine, Coon Rapids, Fridley, Ham Lake, Mounds View, and Shoreview which have passed a Lodging Tax Resolution for collection of Lodging Tax under Chapter 469.190 of the Minnesota Statutes and whose funds from such taxes are administered by this Corporation. Section 2. New Members Additional cities may be added as Members upon a majority motion of Board of Directors and municipal approval of Lodging Tax Resolution for collecting Lodging Tax under Chapter 469.190 of Minnesota Statutes. 1 Section 3. Funding On the 15th day of each month, a Member City shall remit to the Corporation, for funding the Corporation, 95% of the lodging tax payments received by the Member City, less refunds, in the preceding month. ARTICLE IV — BOARD OF DIRECTORS Section 1. Board of Directors. A. The Board of Directors shall be proportionately represented, based on the percentage of lodging fee contributions contributed by the Member City during the preceding year. Each Member City shall have at least one Board Member. For each additional 10 %, or portion thereof, above the initial 1 0% of the overall contribution will entitle the Member City to one additional representative. The first Board Member appointed by the Member City shall be an elected or appointed municipal representative of that Member City. The second Board Member selected by the Member City will be from that community's lodging industry. Any additional representatives shall be selected at the Member City's discretion. The term of any Board Member appointed by a Member City shall immediately cease, without further action, upon the termination of membership of that Member City in the Corporation. B. Member Cities added after the approval of these By -Laws will be allowed one (1) Board Member until the end of the first calendar year after being added and then the terms of Section 1.A. shall apply Section 2. Board Responsibilities. The government and policy- making responsibilities of MINNESOTA METROPOLITAN NORTH TOURISM 2 • • • shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, direct its affairs and establish policy. It shall be the obligation of the Board of Directors to ensure representation on the Board and its committees from all appropriate stakeholders within its service area. Section 3. At Large Board Members. The Board of Directors will also select four (4) additional At Large Members. Two (2) of the At Large Members shall represent the Lodging industry. The remaining two (2) of the At Large Members shall represent businesses from the Member Cities. At Large Board representatives shall be elected at the Board of Directors' Meeting that is held during the month of January of each year. The initial At Large Members will be nominated at the first Board of Directors' Meeting. The Board of Directors shall hold elections for the initial At Large Members at its second meeting. Section 4. Nomination of At large Candidates. Candidates for election to the Board of Directors At Large positions may be nominated by any Board Member. Names of candidates for election shall be submitted to the Secretary of the Corporation by the 15th day of December each year. Section 5. Ex- Officio Representation. The National Sports Center shall be provided an Ex- Officio position on the Board of Directors. All Ex- Officio Board Members will receive notices of meetings and minutes. Any Ex- Officio Board Member may participate in discussions and serve on committees. Ex- Officio Board Members may not vote as a Board Member. The Board of Directors may add additional Ex- Officio Board positions. 3 • • Section 6. Terms. Term of office for Board Members shall be for one (1) year and shall commence on February 1. The initial Board Members term of office shall be until January 31, 2011. Section 7. Officers in Succession. Any Officer elected into succession shall be extended their regular term or consecutive terms as a Board Member until the obligations of such positions are fulfilled. Section 8. Resignation of Board Member. A Board Member may resign at any time by giving written notice of his or her resignation to the corporation. The resignation is effective when received by the Corporation, unless a later date has been specified in the notice. Section 9. Removal of Board Member. A Board Member may be removed from office, with or without cause, by the affirmative vote of a majority of the Board Members present at a duly held meeting; provided that not less than five (5) days' and not more than thirty (30) days' notice of such meeting stating that removal of such Board Member is to be on the agenda for such meeting shall be given to each Board Member. Section 10. Replacement of Board Member. In the event of the death, removal or resignation of a Board Member, a successor to fill the unexpired term shall be appointed by the affected Member City in the manner prescribed in Section 1.A. The Board of Directors shall appoint a successor to vacant At Large positions. 4 • • • ARTICLE V - OFFICERS Section 1. Composition. The officers of this Corporation shall be President, Vice President, Secretary, and Treasurer. Section 2. Election of Officers. Officers shall be elected annually for terms of one (1) year by the Board of Directors immediately following the Annual Meeting of the Members. Section 3. Vacancy. A vacancy in an office because of death, resignation or removal may be filled by the Board of Directors. ARTICLE IV — DUTIES OF THE OFFICERS Section 1. President. The President shall be chief executive officer of the Corporation, shall have overall supervision of the business of the Corporation, and shall direct the affairs and policies of the Corporation, subject to such policies and directions as may be provided by the Board of Directors. The President shall preside at all meetings of the Board of Directors, as well as at Executive Committee meetings. Section 2. Vice President. The Vice President shall exercise and perform the duties of the President, in the President's absence and/or inability to serve. The Vice President shall also have such powers 5 • • • and shall perform such duties as may be assigned to him /her by the President or the Board of Directors. Section 3. Secretary. The Secretary shall attend all meetings of the members, Board of Directors and Executive Committee. The Secretary shall keep proper minutes of such meetings, give all required notices, keep membership records, and shall perform such other duties as may be assigned by the Board of Directors. Section 4. Treasurer. The Treasurer shall have charge and custody of all funds of the Corporation. The Treasurer shall keep an accurate account of all receipts and disbursements, deposit all monies in the name of the Corporation in such banks or depositories as the Board of Directors shall designate, disburse funds of the Corporation as directed by the Board of Directors and perform such other duties as may be assigned by them. ARTICLE VII - COMMITTEES Section 1. Executive Committee. The Executive Committee shall be appointed by the Board of Directors and shall consist of the Officers set forth above and three (3) additional members. The Executive Committee will consist of no fewer than four (4) municipal representatives of the Member Cities and two (2) lodging facilities representatives. The Executive Committee will function and carry out Board duties and responsibilities between Board of Directors meetings, subject to the direction and control of the Board of Directors. Section 2. Others. 6 • • • Other Committees may be appointed by the President, and /or the Board of Directors as needed. ARTICLE VIII — EXECUTIVE DIRECTOR The Board of Directors shall determine the most appropriate way to handle the day to day operational needs of the Corporation. This may be through the hiring of an Executive Director or a contract with a qualified marketing company Such person or agency shall be responsible for the day -to -day functioning of the Corporation and may be entrusted with the duties and responsibilities of any of the officers, as determined by the Board of Directors. ARTICLE IX — MEETINGS Section 1. Annual Meeting. A meeting of Members of the Corporation shall be held during January of each year at a time and place set by the Board of Directors. Section 2. Regular Meetings. The Board of Directors shall meet at least quarterly at a time and place selected by the President of the Corporation. Section 3. Executive Committee Meetings. The Executive Committee shall meet monthly at the call of the President and at such other times that the business of the Corporation requires. Section 4. Notice of Meetings. Notice of Board of Director Meetings, along with the agenda, shall be distributed to each member at least ten (10) days before the meeting date. Notice of Executive Committee meetings shall be distributed to committee members at least five (5) days prior to the meeting. 7 • • ARTICLE X — NOTICE OF MEETINGS Section 1. Notice. Whenever, under the provisions of Minnesota Statutes, the Articles of Incorporation or these By -Laws, notice is required to be given to a Member, a Board Member or a member of a committee, such notice may be given in writing by depositing it in the United States Mail (first class postage prepaid) or by electronic mail (e -mail) or by facsimile for transmission addressed to such person as his or her address appears on the books of the Corporation or at his or her business address. Notice shall be deemed at the time it is deposited in the United States mail or sent by e-mail, or facsimile. Such requirement for notice shall be deemed satisfied, except where written notice is required by law, if actual notice is received orally or in written form by the person entitled thereto as far in advance of the event with respect to which notice is given as the minimum notice period required by law or these By -Laws. Section 2. Waiver of Notice. Whenever any notice is required to be given by Minnesota Statutes, the Articles of Incorporation, or these By -Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before, or after the time stated therein, shall be deemed equivalent thereto. Attendance by such a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members, Board Members or committee members need be 8 • • specified in any written waiver of notice unless so required by statute. Any meeting of Members of the Board of Directors or of a committee of the Board shall be a legal meeting without any notice thereof having been given if all Members, all Board Members or all committee members, as the case may be, are present. ARTICLE XI — SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the President, and shall be called upon written demand of any three (3) Board Members addressed to the President, to the Secretary or to the Executive Director, stating the object or purpose thereof. Notice of such meeting shall be mailed to each Board Member at least five (5) days before the date on which the meeting is to be held. The notice shall state the time, place and purpose of the meeting. The same provisions shall apply to Special Meetings for Members of the Corporation. ARTICLE XII — QUORUMS A majority of all board members, as the case may be, shall constitute a quorum for the purpose of transacting business at any annual, regular or special meeting. The board members present at the meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum. ARTICLE XIII — ELECTRONIC VOTING On certain issues from time to time the Members or Board Members may be asked to vote electronically. If a vote is not received by the requested deadline, that Member's or Board Member's vote shall be considered a non -vote. All electronic voting shall be submitted with one 9 • • of the following signature formats: /s/ Printed Name; Electronic Signature; or scanned signature block. ARTICLE XIV- ACTION WITHOUT MEETING Unless otherwise restricted by Minnesota Statutes or the Articles of Incorporation, any action of Members, Board Members, or of any committee thereof, may be taken without a meeting if a written consent thereto is signed by all members, all Board Members or committee members and such written consent is filed with the minutes of the meeting of Members, Board Members or committee, as the case may be. ARTICLE XV - CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. Section 1. Contracts- How Executed. Except as otherwise provided in these By -Laws, the Board of Directors may authorize any two (2) officers of the Corporation to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable peculiarly for any purpose or for any amount. Section 2. Bids. The Corporation must exercise a bid or request for proposal process on projects which exceed dollar amounts determined by the Executive Committee. Section 3. Loans. 10 • • No loan shall be contracted on behalf of the Corporation and no negotiable paper shall be issued in its name unless authorized by the Board of Directors. When so authorized, any two (2) officers of the Corporation may execute and deliver promissory notes or other evidence of indebtedness of the Corporation, and as security for the payment of loans, advances, and liabilities of the corporation, any mortgage, pledge, or transfer real or personal property held by the corporation. Section 4. Checks, Drafts. All checks, drafts, or orders for the payment of money issued in the name of the Corporation shall be signed by two (2) or more officers of the corporation in such manner as authorized by the Board of Directors. Section 5. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation under such conditions and in such banks, trust companies, or other depositories as the Board of Directors may designate. Section 6. Annual Budget The annual budget of estimated income, income expense and capital expense shall be approved by the Board of Directors and submitted to a Member City's city council on or before the 1st day of October of the year proceeding the effective date of the budget. Such budget shall detail specifically the uses to which monies shall be spent to carry out the purposes of the Corporation. Actual revenues generated may vary from the amount anticipated in the budget and for this reason the budget may be modified by a two thirds (2/3) vote of the Board of Directors without prior consent of the Member Cities. Section 7. Financial Summary 11 • • A summary report of the financial operation of the corporation shall be made by the Treasurer at least annually to the Board of Directors. ARTICLE XVI - OFFICER REMOVAL — RESIGNATION Section 1. Any officer may be removed either with or without cause by a two - thirds (2/3) vote of the whole Board of Directors. Section 2. Any officer may resign at any time by giving written notice to the President, Secretary, or Executive Director of the Corporation. Such resignation shall take effect on the date of the receipt of such notice or any later time specified therein. ARTICLE XVII - BY -LAWS AMENDMENTS Amendments to these By -Laws may be adopted by Board of Directors at any meeting of the Board called for the purpose, and upon a two - thirds (2/3) affirmative vote. At least ten (10) days' notice shall be given to Board Members together with a copy of the proposed amendments. ARTICLE XVIII - FISCAL YEAR The fiscal year of the Corporation shall begin on January 1 of each year and end on December 31 of each year. It shall be the responsibility of the Board of Directors to adopt a budget for the forthcoming fiscal year. It shall be the responsibility of the Executive Director and Treasurer to refrain from engaging in or completing any action of any kind whatsoever which may result in the Corporation exceeding total budgeted expenditures for that fiscal year 12 • • without first advising the President regarding the nature of the probable excess and having secured from the Board of Directors authorization to proceed. ARTICLE XIX INDEMNIFICATION To the full extent permitted by the Minnesota Nonprofit Corporation Act as amended from time to time, or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suite or proceeding, wherever and by whomsoever brought (including any such proceeding, by or in the right of the corporation), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a member, director or officer of the corporation, or he or she is or was serving at the specific request of the Board of Directors of the corporation as a Board Member, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation by the affirmative vote of a majority of the Board Members present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a Board Member, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such other corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article shall inure to the benefit of the heirs, 13 • • • executors and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this provision of the By -Laws. ARTICLE XX - FINANCIAL ACCOUNTING AND REPORTING The Officers of the Corporation and particularly the Executive Director shall adhere to all requirements set forth in Minnesota Statutes 477A relating to funds received from city lodging taxes, as well as the respective cities' accounting and reporting requirements. ARTICLE XXI — BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Executive Committee, Board of Directors and committees having and exercising any of the authority of the Board of Directors and shall keep at the principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the corporation may be inspected by any Member for any proper purpose provided reasonable notice has been given prior to the inspection. XXII- WITHDRAWAL A Member City may withdraw from membership in the Corporation at the end of a calendar year by providing written notice to the Corporation by June 30 of that calendar year. A Member City cannot be a member of the Corporation if it no longer has a Lodging Tax Resolution for collection of Lodging Tax under Chapter 469.190 of the Minnesota Statutes or 14 • • • whose funds from such taxes are not submitted to the Corporation in the manner prescribed in these By -Laws. 15 Date of Adoption Secretary • • • ATTACHMENT B ARTICLES OF INCORPORATION OF MINNESOTA METRO NORTH TOURISM I, the undersigned, being of full age, for the purpose of forming a nonprofit corporation under Chapter 317A of Minnesota Statutes as amended, do hereby form a body corporate and adopt these Articles of Incorporation. ARTICLE I NAME The name of this corporation shall be MINNESOTA METRO NORTH TOURISM ARTICLE II PURPOSE This corporation is organized as a nonprofit business league, chamber of commerce or trade association within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the "Code "), or such other provisions of Minnesota or Federal law as may from time to time be applicable. The general purposes of this corporation are to promote and market tourism within the northern twin cities metropolitan region. • • ARTICLE III POWERS Notwithstanding any other provisions of these Articles of Incorporation, all of the work of this corporation shall be carried on, and all funds of this corporation, whether income or principal and whether acquired by gift or contribution or otherwise, shall be used and applied exclusively for exempt purposes directly or indirectly benefiting this corporation within the meaning of Section 501(c)(6) of the Code, and in such manner that no part of the net earnings of this corporation will in any event inure to the benefit of any Member, officer or director of this corporation or of any other corporation, organization, foundation, fund or institution, or any other individual (except that reasonable compensation may be paid for services rendered to or for this corporation in furtherance of one or more of its purposes). ARTICLE IV INUREMENT OF INCOME This corporation does not and shall not afford pecuniary gain incidentally or otherwise to its members or any other organization or private individual. ARTICLE V DURATION The duration of this corporation shall be perpetual. ARTICLE VI REGISTERED OFFICE The registered office of this corporation shall be located at 11155 Robinson Drive, Coon Rapids, MN 55433. • • • ARTICLE VII CAPITAL STOCK This corporation shall have no capital stock but shall have one class of Members whose voting and other rights and interests shall be equal. The conditions and qualifications for Membership of this corporation shall be as provided for in the Bylaws of this corporation. Members of this corporation shall have no personal liability for corporate obligations. ARTICLE VIII DIRECTORS Section 8.1. The management of this corporation shall be vested in a Board of Directors. Section 8.2. The number, qualifications, and terms of office of the directors shall be fixed by the Bylaws of this corporation. Each Member of the initial Board of Directors shall continue in office until the first meeting of the Members and thereafter until his or her successor is elected and qualified or he or she is removed from office as provided by law or in the Bylaws of this corporation. Section 8.3. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the Board of Directors at which all directors were present. ARTICLE IX DISSOLUTION • Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes for which this corporation was organized in such manner as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. ARTICLE X AMENDMENT A. Amendment by Members. Amendments to the Articles must be approved by a majority of the directors and a majority of the Members with voting rights. If an amendment is initiated by the directors, proper notice of the proposed amendment must precede a member meeting at which the amendment will be considered and must include the substance of the proposed amendment. If an amendment is proposed and approved by the Members, the Members may demand a special board meeting within 60 days for consideration of the proposed amendment if a regular board meeting would not occur within 60 days. B. Amendment by Board. When authorized by the Members, these Articles may be amended by the Board of Directors by the affirmative vote of a majority of the Directors then in office who are present and entitled to vote at a duly held meeting of the Board of Directors for which notice of the meeting and the proposed amendment have been given. A majority of Members with voting rights voting at a meeting duly called for • the purpose, may prospectively revoke the authority of the Board to exercise the power of the Members to amend the Articles. ARTICLE XI INCORPORATOR The name and address of the incorporator of this corporation are: Matt Fulton, City Manager, City of Coon Rapids, 11155 Robinson Drive, Coon Rapids, MN 55433 IN WITNESS WHEREOF, I have hereunto executed these Articles of Incorporation this day of , 2009. • Incorporator 1075281.1 • • • ATTACHMENT C CONVENTION AND TOURISM BUREAU AGREEMENT THIS AGREEMENT made and entered into this day of by and between the City of , a Minnesota municipal corporation, hereinafter referred to as "City," and Minnesota Metro North Tourism, a Minnesota non - profit corporation referred to as the "Bureau." WITNESSETH: The City has enacted a tax on lodging within the City to fund a convention and visitors bureau in accordance with Minnesota Statutes Section 469.190. The Bureau has the staff, facility, and experience to carry out the objectives of promoting the City as a tourist and convention center. The City desires the Bureau to provide the services of a convention and tourism bureau on behalf of the City, and the Bureau desires to provide those services. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Term. The term of the Agreement shall commence on the 1st day of January 2010 and will continue unless terminated by mutual agreement of the City and Bureau. After 2 years, this Agreement may be terminated by one of the parties hereto in accordance with paragraph 7 of this Agreement. 2. Services Rendered by Bureau. The Bureau shall furnish the following services: a. Informational services in answering inquiries about the City via mail, telephone, personal, and electronic contacts. b. Prepare and present through websites, audio visual presentations, social networking sites information to the public and groups to attract visitors to the City. c. Provide planning, coordinating, and registration assistance to organizations and businesses. d. Supply support material including, but not limited to, name badges, City maps, accommodations list, and information in general. e. Distribute brochures, maps and guides of the city to potential visitors and meeting planners. f. Provide representation at trade shows, conventions, and exhibits to attract new visitors to the City. g. Promote the City as a convention center for Minnesota by regional and statewide advertising of the City's hospitality industry and attractions. 1 • • • 3. Changes. Basic services provided pursuant to Paragraph 2 of this Agreement shall be without charge to the person or organization utilizing said services unless authorized by contractual agreement or action of the Bureau Board of Directors. 4. Budget. The Bureau shall submit its annual budget for review by the City on or before the first day of October of the year preceding the effective date of the budget. Such budget shall detail specifically the uses to which monies received shall be spent to provide the services described in Paragraph 2 of this Agreement. It is understood between the parties that the actual revenues being generated under Paragraph 5 may vary from the amount anticipated in the budget. For this reason, it is agreed that the budget may be modified without prior consent of the City, providing that any adjustments shall be made by a two thirds (2/3) vote of the Bureau Board of Directors. Notwithstanding any other language to the contrary the Bureau shall not expend any sums beyond its revenues. 5. Funding. On the l5th day of each month, the City shall remit to the Bureau, for funding of the Bureau, 95% of the lodging tax payments received by the City, less refunds, in the preceding month during the term of this Agreement. 6. Verification of Expenditures. The Bureau will provide the City a copy of the Bureau's monthly financial statements, showing monthly, year to date, and budget figures, properly itemized and verified by the Director of the Bureau. The Finance Officer of the city shall have the right of access to the books and records of the Bureau at any time during normal business hours to audit any time of revenue or expenditure. 7. Termination. Either party may terminate this Agreement by providing written notice to that effect by June 30th to the other party Such termination shall be effective on December 31st of the calendar year in which notice is given. 8. Composition of Bureau's Board of Directors. City and Bureau agree that the Bureau's Board of Directors shall be proportionately represented, based on the percentage of lodging fee contributions contributed by the Member City during the preceding year. Each Member City shall have at least one Board Member. For each additional 10 %, or portion thereof, above the initial 10% of the overall contribution will entitle the Member City to one additional representative. The first Board Member appointed by the Member City shall be an elected or appointed municipal representative of that Member City. The second Board Member selected by the Member City will be from that community's lodging industry. Any additional representatives shall be selected at the Member City's discretion. The term of any Board Member appointed by a Member City shall immediately cease, without further action, upon the termination of membership of that Member City in the Corporation. 9. Hold Harmless. Any and all employees of the Bureau or any other persons, while engaged in the performance of any service required by the Bureau under this Agreement, shall 2 • • • not be considered employees of the City, and any or all claims that may or might arise under the Workers' Compensation Act of the State of Minnesota on behalf of said employees or other persons while engaged, and any and all claims made by the third party as a consequence of any act or omission on the part of the Bureau, or its agents or employees or other persons while so engaged in any of the services provided to be rendered herein, shall in no way be the obligation or the responsibility of the city. In connection therewith, the bureau hereby agrees to indemnify, save, and hold harmless, and defend the City and all of its officers, agents, and employees from any and all claims, demands, actions, or causes of actions of whatever nature or character arising out of or by reason of the execution or performance of the services provided for in this Agreement. 10. Multiple City Participation. It is contemplated that the Bureau in addition to providing services to the City, will also provide similar services described in Paragraph 2 of this Agreement to the other communities and that all cities maybe jointly promoted as a unitary convention and visitors bureau. Therefore, it is specifically authorized that funding for such joint promotion will be financed pursuant to the Agreement. 11. Discrimination. The Bureau, in providing services hereunder shall comply with the provisions of Minnesota Statutes Section 181.59 as the same may be amended from time to time. The Bureau shall not discriminate against any person or firm in any of its activities pursuant to Minn. Stat. §181.59 which is incorporated into this agreement as through set forth in its entirety. 12. Insurance. The Bureau shall carry insurance to cover its employees and agents while performing services pursuant to this Agreement. Such insurance shall provide comprehensive general liability and property damage coverage to the Bureau and its employees and agents in such amounts as will equal the applicable limits of liability to which the City may be held pursuant to state statute as the same may be amended from time to time. The Bureau shall also carry Workers' Compensation as required by Minn. Stat. §176.182 and provide the City with proof of compliance with §176.182 before commencing to provide services hereunder. 13. Laws. The Bureau will comply with all applicable Federal, State and local laws in the performance of its obligations hereunder. 14. Advertisements. All websites, brochures, listings, or advertisements of specific lodging facilities shall include mention of all facilities paying the lodging tax imposed by the City. 15. Integration. This document is fully integrated, in bodying the entire Agreement between the parties. Any amendment to this Agreement shall be in writing and executed in the same manner as this Agreement. 3 • • • IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY OF By: , Mayor By: , City Manager MINNESOTA METRO NORTH TOURISM By: Its: