Loading...
HomeMy WebLinkAbout2022-01-12; Carlsbad Tourism Business Improvement District; ; CTBID Governance OptionsThe CTBID Advisory Board, which is appointed by the City Council, submits an annual report to the City Council recommending planned activities/expenditures and, if approved by the City Council, the CTBID Advisory Board has the delegated contracting authority to execute the plan, overseeing necessary appropriations and expenditures of those funds. Historically, the CTBID Advisory Board has appropriated most of the assessment revenue for an annual contract with an external organization that provides tourism marketing services. The current contract with Carlsbad Convention and Visitors Bureau, a non-profit, private organization (commonly known as "Visit Carlsbad") is for approximately $3,000,000. Visit Carlsbad subsequently contracts with other firms for services to accomplish the goals of its contract with the CTBID. Existing Visit Carlsbad contracts include a digital marketing firm (Elevated) to provide for digital marketing services; a public relations contract (Wagstaff); a lease for the visitor center; and three employees: President & CEO, Director of Marketing, and Group Sales Manager (currently vacant). Governance Models California state law allows for different methods for creating assessment districts. In researching the different governance models being used in the industry, staff researched comparable cities (summarized in Exhibit 3) and reached out to Civitas. Civitas is a company that provides expertise in forming, modifying and renewing various types of districts. It has guided over 100 business improvement districts through the formation, modification and renewal process, including Carlsbad. Staff's research at the time found the majority of the organizational structures contract for services with a third-party entity; each model has its pros and cons. At the time of this research, the general consensus of the CTBID Advisory Board was to remain under the Parking and Business Improvement Area of 1989 ("89 Act"), which limited the operating models to consider. The findings of Civitas at the time were therefore limited to options under the 89 Act. As the capacity for tourism promotion increases along with the amount of revenue generated to fund those activities, and in order to secure the TBID funding for more than an annual term, which is all that is allowed under the 89 Act, the current TBID is considering pursuing a transition to a TBID under the Property and Business Improvement District Law of 1994 ("94 Act"). The 94 Act allows for assessments to be authorized over a five-year term initially, and subsequently renewed in 10-year increments, allowing for more long-term initiatives and consistent operations for the contracted destination marketing organization (DMO) - currently Visit Carlsbad, an,d clarifies certain regulations that the 89 Act did not. A longer assessment authorization also allows for longer-term planning and revenue projections. Options for Operating Models Based on the above research, staff has identified the following operating model options for the CTBID to consider if it wants to change its current governance structure: Option 1: Remain on the 89 Act authorization. Pros: This is the model currently used by the CTBID. No changes would need to be made to the CTBID ordinance. The contract between the CTBID and the DMO is an annual contract and the CTBID could add additional contract language to address any perceived issues regarding performance, transparency, and accountability. The CTBID could issue a request for proposals if the CTBID chose to explore options for a DMO provider. Cons: As stated in the Tourism Study, having two separate governing boards is not necessarily efficient or effective, particularly when the two boards may not always be in alignment on how to execute plans. The CTBID Advisory Board controls the CTBID budget; however, ohce the money is provided to Visit Carlsbad, the oversight and day- to-day implementation is managed by the organization's executive director and the Visit Carlsbad Board. The CTBID does not have oversight or control of any Visit Carlsbad employees or subcontractors (e.g., digital marketing and public relations firms). The CTBID Advisory Board governance is limited to its contractual language with • Visit Carlsbad (or any other DMO) and its general influence of tourism program implementation. This has the potential to create conflict between the two boards which could affect the effective execution of the contract. Further, under the 89 Act, the authorization of the TBID assessment and contract happens annually, limiting the stability of funding and operations. Option 2: Establish the CTBID under the 94 Act authorization Pros: Establishing the CTBID under the 94 Act authorization would consolidate decision- making authority by eliminating the two-board structure and creating a single non- profit entity (referred to in the 94 Act as an owner's association) contracted directly by the City of Carlsbad with City Council approval. The consolidated entity would provide both the advisory services (currently done by the CTBID Advisory Board) and marketing services (currently done by the DMO). The consolidation of these functions into one organization could allow for concise planning and greater efficiency. It may also allow for increased operational stability because the authorization is for an initial five-year period and can be renewed for a 10-year period. This would allow for greater flexibility in marketing campaigns, forward planning, and even operations, such as giving the ability to sign a multi-year lease for offices. This structure has the advantage of being able to develop and execute long-term strategic planning efforts. The 94 Act also limits exposure to lawsuits as there is a 30-day challenge window that occurs after the final hearing to form or renew the district. In the 89 Act model, this window happens every year. In the 94 Act model, it would happen after the initial period of five years, and then every ten years upon renewal. The 94 Act also clarifies other points, like who is considered a public official for the purposes of decision-making and potential conflicts of interest. The contracted owners' association would be required to provide annual reports to the City Council and would be subject to the Brown Act and the California Public Records Act, ensuring accountability and transparency. Cons: The process to move to a 94 Act structure is complex and likely to take six to nine months to complete and could cost as much as $50,000 in attorney and consultant fees. Establishing a new TBID structure would also approval by the City Council and of the hotels within the TBID (notice-protest-hearing procedure). Further explanation of the differences between the 89 Act and 94 Act governance structures can be found in the "Conversion Summary Talking Points" previously provided by Civitas (Exhibit 4). STAFF RECOMMENDATION: Staff is seeking the Board's recommendation on whether to proceed, if at all, with a change in governance. It is therefore recommended that the CTBID Advisory Board consider the above options and provide guidance to staff on which option the Board would like to pursue. Depending on the Board's recommendation, staff can return with additional information or necessary documents at a future meeting to implementthe desired option. Should the CTBID Advisory Board decide to pursue establishing the CTBID under the 94 Act authorization, the CTBID Advisory Board should also appropriate an additional $50,000 from fund balance to staff support to provide funding for special counsel and consultant services to support the conversion process. The CTBID Advisory should also authorize the Chair to sign a contract for consultant services, subject to the contract's approval as to form by the general counsel. Fiscal Impact Pursuing the establishment of the CTBID under the 94 Act authorization could cost up to $50,000 for special counsel and consultant services. Funds would be appropriated from the CTBID budget fund· balance that currently has a balance of $1.8 million. Environmental Impact This action does not constitute a "project" within the meaning of the California Environmental Quality Act under California Public Resources Code Section 21065 in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. Exhibits 1. Resolution 2. Strategic Advisory Group Tourism Study, Governance section 3. Conversion Summary Talking Points RESOLUTION NO. 2022-3 A RESOLUTION OF THE ADVISORY BOARD OF THE CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT APPROPRIATING FUNDS FOR SPECIAL COUNSEL AND CONSULTANT SERVICES TO PURSUE THE ESTABLISHMENT OF A TBID WITH AN ALTERNATE GOVERNANCE MODEL AND AUTHORIZATION STRUCTURE AND AUTHORIZING THE ADVISORY BOARD CHAIR TO EXECUTE A CONTRACT FOR CONSULTANT SERVICES, SUBJECT THE CONTRACT'S APPROVAL AS TO FORM BY THE GENERAL COUNSEL EXHIBIT 1 WHEREAS, the Carlsbad Tourism Business Improvement District (CTBID) Advisory Board is currently operating under the Parking and Business Improvement Area of 1989 ("89 Act"); and WHEREAS, the CTBID increased the assessment from $1 per room night to 2% of gross room revenues in November 2020, creating a larger budget to market Carlsbad as a destination; and WHEREAS, a more sophisticated governance model and authorization structure would drive greater efficiency and stability of operations; and WHEREAS, the Property and Business Improvement District Law of 1994 ("94 Act") would allow for a TBID to be established that would consolidate decision-making authority by eliminating the two-board structure and creating a single non-profit entity that can administer both the advisory services and marketing services; and WHEREAS, the consolidation of these functions into one organization could allow for more concise planning and greater efficiency; and WHEREAS, to pursue the establishment of a TBID with an alternate governance model and authorization structure, there is a need for services from specia_l counsel and a consultant with expertise in the establishment of TBIDs with such alternate governance model and authorization structure. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. The above recitations are true and correct. 2. The CTBID Advisory Board appropriates an additional $50,000 from Fund Balance for special counsel and consultant services to pursue the establishment of a TBID with an alternate governance model and authorization structure. 3. The CTBID Advisory Board authorizes the Chair to execute a contract for the needed consultant services, subject to the contract's approval as to form by the general counsel. DocuSign Envelope ID: 06E3C8BC-04D5-492E-A382-CCF1477A2DBF PASSED, APPROVED AND ADOPTED at a Regular Meeting of the Advisory Board of the Carlsbad Tourism Business Improvement District on the __!3_ day of January • 2022, by the following vote, to wit: AYES: STRIPE, GRAY, CANEPA, CHAPIN NAYS: N/A ABSENT: RAUCH,BECERRA ABSTAIN N/A ti~ Sfvipt- T1M STRIPE, Chair \i-1'00 ~ ful JfL . IJtr'--FAVIOLA MEDINA, City Clerk Services Manager (SEAL) EXHIBIT 2 '~ ,"·"r«,.._~.it" .~: ,. ·~· · :~: -~ ,.. ·• ,~ ~c~11~e.~t• ~,.:,,,.t:·_, :'"'~T:. '~-.. · ~ , : ''. '. ·. ':·· . ·. ·· :··:~.-~•9::•c',TOURISMINDUSTRYSTUDY-CARLSBAD,CALIFORNIA , ':•<', \,.c ,,._,,..,, t > -,"'' ,,~' ·, -~~';;_~~~-"~ ,~i" '. .~ Governance SAG has researched and developed several governance models in tourism organizations nationally. The funding models as well as type of organization are practical factors in determining the most effective approach. There are key principles to consider in determining the most effective governance model. These include: 1. Governance and Accountability 2. Financial Oversight 3. Legal Compliance and Public Disclosure Effective Governance and Accountability The success of the proposed approach will depend on the level of accountability and effective oversight of the governing body. Thts includes engagement and involvement in setting annual measurable goals and monitoring results on a regular basis. Effective governance a•so Includes industry leaders committing to invest the time in providing support and guidance to the executive director. There have been many stakeholders who have expressed interest tn the future of tourism in Carlsbad. The success of the implementation of the recommendations will also depend on the level of commitment from the tourism industry in accepting governance roles and actively participating. Strong Financial Oversight The fiscal oversight of the resources allocated to Carlsbad tourism is an area of focus in effective governance. This includes the compliance with General Accepted Accounting Principles (GAAP) as well as instituting processes to evaluate the effectiveness of key expenditures. SAG's recommendations include significant re-allocation of resources with an emphasis on key metrrcs and a focus on monitoring quantitative results. The governing body must actively participate in the development of this approach to ensure success. Legal Compliance and Public.Disclosure The area of legal compliance is generally overseen by a board and outside legal counsel working collaboratively with the City Attorney. The area of public disclosure includes the importance of communicating the results of the tourism efforts in a manner that is easily understood by a broad base of stakeholders. An effective governance model will monitor industry communications and solicit input on the overall effectiveness of this effort. The feedback that has been received in this process indicates a need to increase ·and focus future communication. These areas point out the importance of an active and effective governance approach for the future of tourism. The current model creates a scenario where there are effectively two governing boards. Below are the current stated purposes of the CTBID and Visit Carlsbad: §tr~19.gj9.AdvisoryGroup 81 The following are current members of Visit Carlsbad Board of Directors: • Mike Swyney, Hilton Garden Inn Carlsbad Beach* • Patsy Bock, Omni La Costa Spa and Resort* • Julie Zahner, Sheraton Carlsbad Resort & Spa* • Peter Kock, LEGOLAND California • Jason McLaughlin, Park Hyatt Aviara Resort* • Linda Hopkins, West Inn & Suites • Janissa Reyes, Carlsbad Premium Outlets* *Board members from the same organizations Updated January 2015 The composition of both Boards of Directors is primarily hotel industry leaders and those designated above are members who come from the same organization. This indicates a potential opportunity to create a singular governing body with committees that are focused on the key areas for Carlsbad tourism. This would concentrate the oversight of the key planning tools and overall accountab.ility with one Board of Directors. This restructuring would also allow for industry leaders to focus on specific sales and ·marketing initiatives through a committee structure. In the proposed structure, the respective entities would remain separate, however they would have common oversight. Another benefit of a streamlined governance model is the increased opportunity for the Visit Carlsbad staff and City staff to collaborate in supporting agreed upon tourism initiatives. Four committees are recommended to focus on financial oversight, industry reporting .and communication, leisure sales and marketing, and group sales and marketing. itr@t@9i~AdvisoryGroup 83