HomeMy Public PortalAbout2019_07_23_R104 Memorandum of Agreement with Visit LoudounMEMORANDUM OF AGREEMENT BETWEEN THE TOWN OF
LEESBURG, VIRGINIA, AND THE LOUDOUN CONVENTION AND
VISITORS ASSOCIATION, INC. dba VISIT LOUDOUN
This Memorandum of Agreement ("Agreement"), effective as of ~ ~
2019, is made by and between the Town of Leesburg, Virginia (the "Townl dLOudoun
Convention and Visitors Association, Inc., dba Visit Loudoun ("Visit Loudoun").
RECITALS
WHEREAS, the Town is a political subdivision of the Commonwealth of Virginia, and
the Town Council is the governing body of the Town; and
WHEREAS, Virginia Code § 15.2-950 authorizes the Town Council to appropriate funds
for the support of the Town, for the performance of its functions, and the accomplishment of all
other lawful purposes and objectives; and
WHEREAS, Virginia Code§ 15.2-953 authorizes the Town Council to appropriate funds
to recreational associations that benefit Town residents; and
WHEREAS, on August 29, 1995, the Virginia State Corporation Commission granted
a corporate charter to Visit Loudoun, which was established by its incorporators as a private,
nonstock corporation under Virginia Code §§ 13.1-801 , et seq., for the purposes of operating
as a nonprofit corporation pursuant to 26 U.S.C. § 501(c)(6); and
WHEREAS, Visit Loudoun, is the primary programmatic element of the Town's travel,
recreation and tourism promotion with a mission to attract travelers, increase occupancy at
lodging properties, and generate tourism industry revenues to Loudoun County and the Town;
and
WHEREAS, the Town has an existing written agreement with Visit Loudoun that expired
on June 20, 2019, and both parties desire to enter into a new Agreement under the terms set forth
below.
NOW, THEREFORE, the Town and.Visit Loudoun agree to the following :
1. Purposes. -The purpose of this Agreement is to sustain and increase tourism to the
Town's and increase and attract tourism to the Town.
2. Definitions. -The following words and phrases when used in this Agreement have the
meanings respectively ascribed to them except in those instances where the context clearly
indicates a different meaning:
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"Agreement" means this Memorandum of Agreement between the Town and Visit Loudoun.
"Town Council " or "Town" means the Town Council of the Town of Leesburg, Virginia.
"Town Manager" means the public official, or his designee, who has been appointed as the
administrative head of the Town government by the Town Council.
"Visit Loudoun" means the Loudoun Convention and Visitors Association, Inc.
"Board of Directors" means the Board of Directors of Visit Loudoun.
"Core Tourism Services " are described in Attachment 1, which is hereby made a part of the
Agreement.
"Fiscal year" means the annual budget year of the Town, which extends from July 1 of a given
calendar year through June 30 of the following calendar year.
"Parties" means the Town and Visit Loudoun.
3. Term. -This Agreement shall be for a term of one (1) year, commencing July 1, 2019.
4. Nonprofit operations -During the term of this Agreement, Visit Loudoun shall operate
on a nonprofit basis pursuant to 26 U.S.C. § 50l(c)(6) and Virginia Code §§ 13.1-801, et seq.
5. Virginia Freedom of Information Act; open meetings. -The Parties recognize that
the Virginia Freedom of Information Act, Virginia Code§§ 2.2-3700 through 2.2-3714, applies
to any organization or corporation supported wholly or principally with public funds, and so long
as Visit Loudoun is supported wholly or principally with public funds, Visit Loudoun shall
provide notice of its meetings and otherwise comply with the open meeting requirements of the
Virginia Freedom of Information Act, and Visit Loudoun shall provide access to public records
in accordance with the requirements of the Virginia Freedom oflnformation Act.
6. Non-Discrimination. During the term of this Agreement, Visit Loudoun agrees as
follows:
A. Visit Loudoun will not discriminate against any employee or applicant for
employment upon the grounds of race, religion, color, national origin, sex, age, or disability with
respect to, but not limited to, the following: employment, upgrading, demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship.
B. Visit Loudoun will not discriminate against any contractor, subcontractor, or
potential contractor or subcontractor for any services hereunder, upon any of the above-
prohibited grounds.
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7. Intellectual Property. Each party to this Agreement shall at all times retain exclusive
ownership rights and title in and to all intellectual property, trade and service marks, designs,
images, written content and other materials created, developed and produced by the party, its
officers, directors, employees, volunteers, authorized agents and representatives and contractors
through its own independent efforts.
Each party hereby grants to the other party a revocable, conditional, royalty-free and worldwide
license to make use of the other party's intellectual property, trade and service marks, designs,
images, written content and other materials, subject to the prior written approval of the party
asserting ownership of the intellectual property. Such approval will not be unreasonably
withheld, conditioned or delayed.
Each party to this Agreement further agrees that it will not, by its officers, directors, employees,
volunteers, authorized agents or representatives, or contractors undertake any actions or uses
inconsistent with or which may reasonably be deemed to damage the intellectual property rights
of the other party in and to its intellectual property.
Visit Loudoun is hereby authorized by the Town to include the Town seal and names of the
Town Council in any publications of Visit Loudoun such as tourism newsletters, annual reports,
and the like, as feasible and appropriate, unless the parties otherwise agree in writing.
8. Prohibition of Assignment. Visit Loudoun acknowledges and agrees that this
Agreement does not create any right or interest that may be assigned, conveyed or transferred by
Visit Loudoun.
9. Appropriation of public funds. -
A. Funding Policy. -It is the Town's intention to make a Fiscal Year 2020
appropriation to Visit Loudoun of $95,000.00.
B. Fiduciary Duty. -The parties agree and understand that, upon appropriation
and payment of funds by the Town to Visit Loudoun, the Visit Loudoun Board of Directors
assumes a fiduciary duty with respect to the expenditure of the funds. Visit Loudoun will
maintain a separate accounting of the receipt and expenditure of funds from the Town to ensure
that those funds are used only for the provision of Core Tourism Services, including related
administrative costs as provided in Section l 3(C). Visit Loudoun will secure the services of an
independent auditor to conduct an annual financial audit and will submit a copy of the annual
audit report to the Town ifrequested.
C. Payment. -The Town shall pay the Fiscal Year 2020 appropriation to Visit
Loudoun by July 30, 2019, so long as this Agreement is approved by the Town by that time. In
the event the Town fails to approve the Agreement by July 30, 2019, the Town shall pay the
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Fiscal Year appropriation to Visit Loudoun within thirty (30) days after an Agreement has been
approved by the Town. ·
10. Future Appropriations to Visit Loudoun; reports.
A. It is the Town Council's intention to fund Core Tourism Services under this
Agreement by making an appropriation to Visit Loudoun. However, to prepare for future,
anticipated appropriations to Visit Loudoun, the Town Council shall review the agreed upon
Core Tourism Services and Performance Measures, attached hereto as Attachment 1 and
Attachment 2, when considering whether to make future annual appropriations. To assist the
Town in its decision to make future appropriations, Visit Loudoun will make a presentation to
the Town Council demonstrating its performance of its delivery of Core Tourism Services and
Performance Measures that will include a written report. The presentation by Visit Loudoun will
occur prior to the Town's budget deliberation process. The presentation will occur at a work
session or regular business meeting no later than the first Town Council meeting of February of
each year. In addition to the written report, upon written notification to Visit Loudoun, the Town
shall have the right to inspect such information, books and records of Visit Loudoun related to
the Core Tourism Services. Any such inspection, other than the annual financial audit to be
secured by Visit Loudoun, shall be done at the expense of the Town.
B. Visit Loudoun will track performance and industry indicators based upon the
Destination Marketing Association International performance standards and present this
information to the Town Council to assist it in its determination of whether to make, and/or the
amount of, any annual appropriation to Visit Loudoun.
11. Amendments. -This Agreement shall not be modified except by the express written
agreement of the Parties.
12. Renewal I Termination. -An appropriation of funds by the Town Council to Visit
Loudoun during the Town's budget development process will be deemed an intent to renew an
Agreement by the Town for the upcoming Fiscal Year.
This Agreement may be terminated by either party in 90 days following the presentation of a
Notice of Termination provided in accordance with Section 14 (Notices) and under the following
circumstances:
A. Termination by Town Council without cause. If the Agreement is terminated by the
Town Council without cause, no refund of appropriated funds will be required from
Visit Loudoun to the Town.
B. Termination by Town Council with cause: this Agreement can be terminated by the
Town Council for cause if: (1) a Board of Director's vote to dissolve Visit Loudoun,
or (2) the failure of Visit Loudoun to meet the requirements of Section 4 (Nonprofit
operations and offices) of this Agreement concerning its nonprofit status; or 3) the
failure of Visit Loudoun to retain the location of its offices within the geographic
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boundaries of the Town's H-1 Historic District, or ( 4) for any reason in which the
majority of the Town Council present and voting determines that Visit Loudoun has
provided cause to terminate the Agreement. In the event of termination for cause,
Visit Loudoun will refund to the Town its appropriation of funds based upon the
remaining months in the term of the Agreement.
C. Termination by Visit Loudoun: If the Agreement is terminated by Visit Loudoun for
any reason, a pro-rated amount of the Town's appropriation will be refunded to the
Town, based upon the remaining months in the term of the Agreement.
13. Notices. -Any notices or correspondence required under this Agreement shall be in
writing and shall be delivered either by hand or by postage prepaid delivery to the Town
Manager at 25 West Market Street, Leesburg, Virginia, 20176, if to the Town, and to the
President and CEO of Visit Loudoun, at 112-G South Street, SE, Leesburg, VA 20175, if to Vi sit
Loudoun. Delivery under this Section may be made by leaving the notice with the person in
charge of the office of any person identified above. Either Party, by written notice to the other
Party, may designate a different address for such notices to be delivered.
14. No procurement. -This Agreement is not intended as a contract for procurement of
services enforceable by Visit Loudoun.
15. Virginia law. -This Agreement shall be governed in all respects by Virginia law.
[SIGNATURE PAGE FOLLOWS]
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LOUDOUN CONVENTION AND VISITORS ASSOCIATION, INC.
a Virginia nonstock corporation
~"""""' ~~ 'c\lairman ~D:UN Board of Directors
Date
COMMONWEAL TH OF VIRGINIA
Town of Leesburg to-wit
The foregoing Agreement was acknowledged before me on this ~y of
. . , 20~9,.b~~& on b~half of the Loudoun Convention and Visitors
ssoc !Ion, Inc., a Vtrgm1a nons oc corpor:~~ ~
My Commission expires:
TOWN COUNCIL OF
LEESBURG, VIRGINIA
K~ U:Mayor
COMMONWEAL TH OF VIRGINIA
TOWN OF LEESBURG to-wit
ELIZABETH ANNE GRANNIS
NOTARY PUBLIC
REGISTRATION# 7709509
COMMONWEALTH OF VIRGINIA
MY COMMISSION EXPIRES
SEPTEMBER 30 2021
The foregoing Agreement was acknowledged before me on this ;~ay of ~\Ag"''~ , 2019, by Kelly Burk, Mayor of Leesburg, Virginia, a political subdivision of
the Commonwealth of Virginia. ,, ......... ,, 'It.,, I.A B ,,, 'It.' ~\ 1'4'· Q,t-.. ,, !la .. ~~ •••••••• ~~ .. _ / .;f .··t'lo1AAY ••• •• Q '\ ~ i;j l pueuc \ \ = : ~~9344 • . : . : : Ml~~!s~csi expires: : SMY :-.;.: ~ ~· EXe\RE$'1 : ~ ~ ~ ••• 10·'>• • l'.J.·· Jp ~ ~ >';/_ •• ~·-~-~ "-.-_,..a ••••••••• ~~ !II!' 1'11,~AL1'"' o,,,,flj ............. Page 6of11
Attachment 1
Core Tourism Services
Responsibilities of Visit Loudoun. As the Town ofLeesburg's advocate in the tourism
industry whereby Visit Loudoun focuses on organizational excellence, visitor experience,
bringing meetings and events, and marketing and promotion, Visit Loudoun will provide the
following:
A. Strategic Business Plan. Visit Loudoun will continue regular updates of its own
Strategic Business Plan that includes advertising and promotion, direct sales and
marketing, market promotions, sales and services, production of collateral
material, e-marketing, market research, public relations, product development and
cooperative promotions to include Leesburg product. The next update is
scheduled for 2019. Visit Loudoun will include Town businesses, cultural
attractions, and governmental leaders in the development of this plan.
8. Marketing & Promotion
1) One Familiarization Tour per year for industry partners that will focus
exclusively on elements of the Leesburg tourism product.
2) Visit Loudoun will make itself available to Town Council members to
experience the various elements of the Leesburg Tourism product upon
request.
3) Timely and relevant access to industry studies.
4) Advanced notice of public relations opportunities and cooperative
advertising opportunities that intends to focus on the Leesburg hospitality
industry.
5) Provide annual workshops and report Leesburg business participation -
specifically; sports, weddings, social media, extranet training quarterly and
send invitations to all Town Council members so they are aware of the
activity.
6) Promotional marketing campaign that educates Leesburg residents and
businesses about what there is to see and do in Leesburg, encouraging
them to invite their friends and relatives, business meetings, conferences,
and events here.
C. Operate a State Certified Visitor Information Center that is located in
downtown Leesburg (H-1 District), with a specific area of public floor space
dedicated to Leesburg tourism establishments and those in close proximity (e.g.
Morven Park, Oatlands)
1) Visit Loudoun will work with the Town to increase the focus of the Town
of Leesburg by the following initiatives:
New rack displays and moving the Leesburg-specific materials
under the Town of Leesburg graphics, more closely aligning the
businesses with the Town.
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11 Increasing the visibility of the Leesburg Walking Tour App
through improved graphics.
m Install a map that will be printed by the Town and updated when
necessary. Visit Loudoun will install the map in a way that is
engaging and can be used by the Visitor Center hosts to direct
visitors to special events on a rotating basis.
rv Visit Loudoun will work with the Commission on Public Art on
curating the gallery space in the Visitor Center to highlight the arts
in Leesburg.
D. Represent the tourism industry to policy makers and provide tourism
perspective and recommendations regarding land use and zoning, funding
opportunities, and other legislative issues that directly impact the tourism
industry.
E. Participate in economic development functions as they relate to tourism industry
development of products, services, and preservation and to the overall quality of
life in the Town of Leesburg. Examples include:
1) Function as a referral agency to assist town staff, economic development,
boards, and commissions regarding tourism issues as appropriate.
2) Visit Loudoun will notify economic development of tourism-related
business prospects, including, but not limited to hotels, restaurants, events,
sports facilities and venue opportunities or needs.
3) Leesburg Economic Development will notify Visit Loudoun oftourism-
related business prospects, including, but not limited to hotels, restaurants,
events, sports facilities and venue opportunities or needs.
4) Visit Loudoun and Leesburg Economic Development will work together
to develop a pitch packet, highlighting the attributes of Lees burg's high
quality oflife to increase economic development in the Town of Leesburg.
5) Visit Loudoun will provide Leesburg Economic Development with
Leesburg-specific VIP gifts as request for "high-touch" prospects.
6) Handle film and video, media, and scouting inquiries and services.
F. Represent Leesburg through participation in national, regional, and statewide
tourism initiatives that benefit Leesburg's tourism products. Examples of services
include:
1) Promote itineraries that feature Leesburg on Visit Loudoun.org, to media
as well as to the tour and travel market.
2) Assist Leesburg's tourism partners (hotels, restaurants, retail, craft
beverage producers) in customer service training and tourism product
awareness.
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3) Highlight Leesburg and its brand, including images, in appropriate printed,
electronic, and broadcast programs.
4) Provide the Town of Leesburg with a 2-page spread in Visit Loudoun's
visitor guide when reprinted.
5) The Town of Leesburg will be at the top of the Town and Villages listing
on Visit Loudoun.erg.
6) Include all major Leesburg events in Visit Loudoun's communication
plan. (For Fiscal Year 2020 this list includes but is not limited to:
Leesburg Flower and Garden Festival, First Fridays, the Fine Art
Festival, the Leesburg Air Show, Independence Day Celebration,
Halloween Parade, Holidays in Leesburg, and Taste Leesburg.)
G. Nonexclusive. The foregoing enumeration of Core Tourism Services is not
intended to limit the activities of Visit Loudoun or the ability of Visit Loudoun to
engage in other programs or activities designed to increase the number of visitors
and economic activity of such visitors while in Leesburg.
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Attachment 2
Performance Measures
A) Visit Loudoun activity and tracked results for Leesburg:
1) Visit Loudoun will provide the Town of Leesburg with a monthly visitor center report to
the Town's Public Information Officer and Director of Economic Development.
2) Visit Loudoun will provide a monthly, Leesburg-specific Smith Travel Report (STR
Report) to the Public Information Officer and Director of Economic Development on
supply, demand, average daily room rate and occupancy rate of Leesburg hotels with
explanations of any vast deviations from previous reports. Visit Loudoun will also
provide an annual review and forecast.
3) Visit Loudoun will conduct an annual Lodging Study and include a Leesburg-centric
component.
4) Visit Loudoun will provide Leesburg hotels with weekly occupancy data and forecast
models.
5) Visit Loudoun will provide an annual report on confirmed bookings by market segment:
sports, weddings, corporate, and tour & travel.
6) Website tracking to Leesburg events and amenities quarterly to the Town's Public
Information Officer and Director of Economic Development.
B) Community relations:
l) Provide a representative from Visit Loudoun staff to attend Leesburg Economic
Development Commission meetings once a year, and as requested, to provide a report to
the Commission on Leesburg trends and industry matters.
2) The Town Manager or their designee will serve as a non-voting, Ex Officio member of
the Visit Loudoun Board of Director.
3) Visit Loudoun, in concert with Leesburg economic development, will work with the
Commission on Public Art to develop a plan for the Town Council's consideration to
promote public arts in Leesburg and will fund Council-approved projects at no more than
10% of Visit Loudoun's Fiscal Year 2020 allocation from the Town.
C) Represent the Leesburg Tourism Industry
1) Provide two annual presentations to the Leesburg Town Council. One presentation, to
take place in November, will report on key indicators for Leesburg's hospitality industry
and the other, to take place in January, will report on Visit Loudoun's performance
objectives.
2) Curate the visitor information materials found in the brochure racks at Leesburg
Executive Airport, a tourism gateway into Leesburg and Loudoun County.
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D) Other
1) Work with the Town Economic Development and Public Information staff on additional
opportunities regarding the acquisition and use of Leesburg specific photography and
video products for use on TV, Website, and social media platforms.
2) Include Town departments (Parks & Recreation events, Leesburg Executive Airport, and
Economic Development) in industry studies as applicable.
3) Economic Development staff to meet with businesses on a regular basis. Relevant
information will be shared with Visit Loudoun. Feedback from these visits will be used
in the annual evaluation of this agreement.
4) Visit Loudoun will provide the Town of Leesburg with a table sponsorship for Visit
Loudoun's Annual Meeting.
5) In partnership with the Leesburg Department of Economic Development, Visit Loudoun
will work to capture any potential room night demand in conjunction with all business
events, development projects or similar functions, for Leesburg-based hotels or similar
venues.
6) Visit Loudoun will provide an annual update on direct sales activities as they pertain to
ION International Training Center.
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LEESBURG, VA
COMMUNITY AGENCY AGREEMENT
Fiscal Year 2020 (JULY 1, 2019 -JUNE 30, 2020)
This Agreement, effective as of the date of the last signature hereto, is made by and between the
Town of Leesburg (hereinafter referred to as "Town') and the Loudoun Convention & Visitors
Association, a nonprofit organization (hereinafter referred to as "Organization").
WHEREAS, the Town of Leesburg Council authorized the Town to provide funding allocations
to community organizations and,
WHEREAS, the Council approved $95,000 to be provided to the Loudoun Convention &
Visitors Association;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree
as follows:
1. The Town will provide the sum of $95,000 to the above named Organization for continuing
operations, special projects, and equipment acquisitions.
2. For purposes of this agreement, the following are unallowable expenses:
• Corporate debts
• Contingencies
• Contributions and donations
• Entertainment costs
• Fines and penalties
• Interest and other financial costs
• Legislative expenses
• Personal expenses or obligations of individuals working for the Organization
3. The term of the funding shall begin on July 1, 2019 and, unless sooner terminated as provided
herein, shall expire on June 30, 2020.
4. The Town will make one payment to the Organization stated above upon receipt of a formal
request or invoice, and receipt of fully executed agreement. The Town may delay or cancel
such payments for failure by the Organization to comply with any part of this Agreement.
5. The Organization shall account for all expenditures made from the awarded funding and upon
request from the Town, provide an official financial report from the previous year.
6. The Organization shall be responsible for compliance with all applicable federal, state, and
local laws, regulations, and ordinances.
7. No officials or employees of the Organization may obtain or receive, directly or indirectly, any
personal or financial interest, benefit or gain from the funding other than salaries or normal
benefits.
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Community Agency Agreement-Loudoun Convention & Visitors Association
8. No person shall, on the grounds of race, color, national origin, sex, religion, age, disability,
political affiliation, sexual orientation, or gender identity, be excluded from participating in,
be denied the benefits of, or be subjected to discrimination under, any program or activity
funded in whole or in part with Town funds.
9. Nothing in this Agreement is intended or shall be considered to create a joint venture or
partnership between the Town and the Organization. The Organization agrees it shall not hold
the Town responsible in any way for the duties, responsibilities, obligations, liabilities, debts,
or losses to the Organization.
10. Unless otherwise stated within this Agreement, all notices or consents required of the
Agreement shall be in writing and delivered to the address listed below or as otherwise stated.
In case of the Town: Attn: Jason Cournoyer
Town of Leesburg
25 W. Market Street
Leesburg, VA 20176
jcournoyer@leesburgva.gov
(703) 771-2721
In case of the Organization: Loudoun Convention & Visitors Association
112-G South Street, SE
Leesburg, VA 20175
11 . The Organization shall repay to the Town:
• Any funds that remain at the end of the Fiscal Year;
• Any funds expended in violation of paragraph 2 above.
THEREFORE, the parties, through the undersigned signatories, who represent that they have full
power and authority to execute this document and bind their respective organization, hereto place
their signatures.
TOWN o~· FL ssu RG:
By: ___ _.,_,.~--+------
Kaj en er
Town Manager
Name: {\~~ ~\'~~ Title: -, t,-=~~L:.."'.L:"--4-\---'--------'-="----•
c
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Community Agency Agreement-Loudoun Convention & Visitors Association