Agenda


NOTICE OF NOVEMBER 18, 2020 SPECIAL MEETING OF MEMBERS AND BOARD OF DIRECTORS
To: Board of Directors and Members PURSUANT to the call of a majority of the Board of Directors named in the Certificate of Formation of the Corporation, NOTICE IS HEREBY GIVEN that the Board of Directors and the Members of The Woodlands Convention and Visitors Bureau, a Texas non-profit corporation (the “Corporation”), will meet at the principal office of the Corporation, at 2801 Technology Forest Boulevard, The Woodlands, Texas 77381, on November 18, 2020, at 11:30 a.m., for the purpose of:


1.					Pledge of Allegiance;

2.					Call to order and adoption of Agenda;

3.					Public Comment;

4.					Receive, consider and approve Minutes from August 2020 Regular Board Meeting;

5.					Receive, consider and approve Financial Report through September 2020;

6.					Receive, consider and act upon an update to the 2021 Visit The Woodlands budget;

7.					Receive, consider and act upon a membership to the Texas Hotel Lodging Association group listing partnership;

8.					Receive, consider and act upon the 2021 Media Placement Plan;

9.					Receive, consider and act upon the 2021 staff travel and participation in support of Sales, Marketing and Tourism efforts outside of The Woodlands;

10.					Receive, consider and act upon the 2021 Visit The Woodlands Board of Directors Meeting Schedule;

11.					Staff Initiative Reports;

12.					Recess to Executive Session to discuss matters relating to real property pursuant to §551.072, Texas Government Code; deliberation of economic development negotiations pursuant to §551.087, Texas Government Code; discuss personnel matters pursuant to §551.074, Texas Government Code; and to consult with the Corporation's attorney pursuant to §551.071, Texas Government Code;

13.					Reconvene in Public Session;

14.					Receive, consider and act upon 2021 legal services for The Woodlands Convention & Visitors Bureau;

15.					Receive, consider and act upon a Host Venue Agreement between Visit The Woodlands and The Woodlands Township;

16.					Receive, consider and act upon a Service Agreement between The Woodlands Convention & Visitors Bureau, known as Visit The Woodlands, and The Woodlands Township;

17.					President’s Report;

18.					Board Announcements;

19.					Agenda items for next meeting;

20.					Adjournment.

Dated at The Woodlands, Texas, the 13th day of November, 2020.

______________________________________________________
President of The Woodlands Convention & Visitors Bureau


CVB Special Board Meeting
Meeting Date:	11/18/2020

Information
SUBJECT MATTER:
Receive, consider and approve Minutes from August 2020 Regular Board Meeting;
BACKGROUND:
See attachment "A."
RECOMMENDATION
Approve as presented.

Attachments
Attachment A - August 19, 2020 VTW Board Meeting Minutes


CVB Special Board Meeting
Meeting Date:	11/18/2020

Information
SUBJECT MATTER:
Receive, consider and approve Financial Report through September 2020;
BACKGROUND:
See attachment "A."
RECOMMENDATION
Approve as presented.

Attachments
Attachment A - September 2020 VTW Financial Report


CVB Special Board Meeting
Meeting Date:	11/18/2020

Information
SUBJECT MATTER:
Receive, consider and act upon an update to the 2021 Visit The Woodlands budget;
BACKGROUND:
In previous years, Visit The Woodlands has followed The Woodlands Township's directives and timelines regarding the submission of its annual operating budget. Due to COVID19, a special Budget Task Force was created by The Woodlands Township to identify opportunities to save and recoup funds in the 2020 operating year and devise a plan for the 2021 budget process. In March 2020, due to the uncertainty of the COVID19 pandemic, staff began to review its 2020 Budget for opportunities to save and recoup funds in all departments and line items. Staff created projections based on potential scenarios that showed remaining funds after contracted or committed funds were accounted for. At its April 14, 2020 meeting, the Visit The Woodlands Board of Directors directed staff to take immediate actions which included: Reduced Overall Budget and Expenditures by 40% Halted All Production & Projects with Agency of Record Cancelled or Postponed Advertising Stopped Projects with All Vendors Made Cuts in All Departments Ceased All Staff Travel At the time, Visit The Woodlands Board of Directors approved the budget based on a 15% reduction of hotel occupancy tax in 2021 from the original 2020 Budget. The Woodlands Township Board of Directors subsequently approved the same recommendation in its 2021 Budget Process in August 2020. However, in monitoring hotel tax collections over the past few months and based on industry projections and in-depth conversations with hotels in The Woodlands, staff is recommending a more conservative approach to 2021 expeditures. At this point (November 2020), staff is recommending a Visit The Woodlands operations budget to be based on hotel tax collections being off 40% from the original 2020 Budget. In discussion with hotel properties, staff anticipates a slower first quarter with business and meeting business but hopefully to see a better rebound in the second, third and fourth quarters. Due to the evolving nature of COVID 19, all budget plans and projections will continuously be reviewed and modified as needed.
RECOMMENDATION
Revise operational spending of Visit The Woodlands in 2021 based on a 40% reduction of the collection of hotel tax from the original 2020 Budget Projections.

Attachments
Visit The Woodlands Operating Budget Analysis
Visit The Woodlands Budget Summary - 2021 Plan Narrative


CVB Special Board Meeting
Meeting Date:	11/18/2020

Information
SUBJECT MATTER:
Receive, consider and act upon the 2021 Media Placement Plan;
BACKGROUND:
Visit The Woodlands’ mission is “To establish The Woodlands, Texas as a beautiful, lively, and welcoming destination recognized regionally, nationally and internationally for first-class business, convention and leisure travel.” Marketing and advertising play a key role in fulfilling this mission. At its March 18, 2020 meeting, the Visit The Woodlands board directed a stop to all advertising in response to the COVID-19 pandemic. Efforts were reactivated in June 2020 with post-COVID messaging in alignment with our three-phase COVID Recovery Plan. Moving into 2021, Visit The Woodlands will continue to roll out advertising in phases while also aligning efforts with key strategic initiatives - strengthening brand recognition and voice, showcasing the value of Visit The Woodlands, and optimizing overall marketing spend. These adjustments will be activated across numerous channels, targeting leisure travelers and meeting planners. At this time, Visit The Woodlands' is seeking approval of the 2021 Media Plan which is broken down into four major components: Leisure, Meetings, International and Co-op advertising efforts. These plans and strategies were discussed and agreed upon by the Visit The Woodlands Marketing Committee, led by Marketing Director, Ashley White. • The Media Flow Chart provides a high-level overview of ongoing efforts throughout 2021, which includes both print and digital campaigns targeting meeting planners and leisure travelers. • Visit The Woodlands has allocated a small budget for international advertising efforts, should this be an option in Q3 or Q4, depending on current mandates related to COVID-19. • A cooperative advertising budget has been allocated for Visit The Woodlands to collaborate with local hospitality partners on opportunities that allow for The Woodlands message to be amplified on a larger scale. Due to a reduced marketing budget, Visit The Woodlands will not be using an Agency of Record for media planning or creative services in 2021. This will be handled in-house by Visit The Woodlands Marketing Department with a small budget being allocated for creative production.
RECOMMENDATION
Approve the 2021 Media Plan for Visit The Woodlands as presented.

Attachments
No file(s) attached.


CVB Special Board Meeting
Meeting Date:	11/18/2020

Information
SUBJECT MATTER:
Receive, consider and act upon the 2021 staff travel and participation in support of Sales, Marketing and Tourism efforts outside of The Woodlands;
BACKGROUND:
As Visit The Woodlands transitioned into operating as a traditional Destination Management Organization, Staff has been increasingly active in the meeting planner and tourism sales tradeshow circuit as well as media/PR missions. These tradeshows offer Visit The Woodlands staff an opportunity to meet face-to-face with meeting planners and convention decision makers. During these appointments staff highlights the convention amenities that The Woodlands offers. These personal connections help guide business to The Woodlands hotel properties. In 2020, staff planed to participate in 28 sales tradeshows and marketing missions that offer the opportunity for revenue development, brand awareness outreach, and up-to-date advocacy efforts in the travel industry. Because of the COVID-19 pandemic, these plans were halted due to travel bans, cancellations of events, and efforts to conserve 2020 budget dollars. The Meetings industry was one of the hardest hit by the COVID-19 pandemic. Tradeshow partners responded immediately to implement the highest safety standards and extensive protocols to ensure the safety of attendees. Visit The Woodlands sales team and staff will monitor their health before and after each trip and will respond accordingly. Attachment "A" includes a full list of proposed tradeshows and media/PR travel for 2021. Many of the tradeshows and missions have not been announced due to COVID-19 travel restrictions. Sales, Marketing and Tourism missions could include but are not limited to the ones presented. All travel related expenses will not exceed the allocated funds in the 2021 Adopted Budget.
RECOMMENDATION
Approve the Visit The Woodlands President and Chairman of the Board to authorize staff travel and associated expenditures to include but not limited to the events presented in the 2021 Travel and Tradeshow Plan and in the adopted 2021 Budget.

Attachments
Attachment A - 2021 Travel and Tradeshow Plan


CVB Special Board Meeting
Meeting Date:	11/18/2020

Information
SUBJECT MATTER:
Receive, consider and act upon the 2021 Visit The Woodlands Board of Directors Meeting Schedule;
BACKGROUND:
The Woodlands Convention and Visitors Bureau, publicly known as Visit The Woodlands proposes the following meeting dates for 2021 with the addition of proposed special meeting dates if necessary. Tuesday, January 13, 2021 (Annual Meeting) Wednesday, February 17, 2021 Wednesday, March 17, 2021 (Special meeting if necessary) Wednesday, April 21, 2021 Wednesday, May 19, 2021 (Special meeting if necessary) Wednesday, June 16, 2021 Wednesday, July 21, 2021 (Special meeting if necessary) Wednesday, August 18, 2021 Wednesday, September 15, 2021 (Special meeting if necessary) Wednesday, October 20, 2021 Wednesday, November 17, 2021 (Special meeting if necessary) Wednesday, December 15, 2021 Each meeting will occur at 11:30 a.m. in The Woodlands Township Board Chambers, 2801 Technology Forest Boulevard, The Woodlands, Texas 77381.
RECOMMENDATION
Approve the 2021 meeting schedule of the Visit The Woodlands Board of Directors.

Attachments
2021 Visit The Woodlands Board Meeting Schedule


CVB Special Board Meeting
Meeting Date:	11/18/2020

Information
SUBJECT MATTER:
Receive, consider and act upon 2021 legal services for The Woodlands Convention & Visitors Bureau;
BACKGROUND:
Each year, staff brings a recommendation to the Board of Directors for legal services. Staff is recommending the continuation of utilizing The Strong Firm in The Woodlands who brings vast experience with various corporate and commercial matters, and extensive knowledge of the local corporate and business community, including representation of 501 (c) (6) organizations and has provided great service to The Woodlands Convention & Visitors Bureau (TWCVB) over the past 10 years. It is recommended that The Strong Firm continue this business relationship with TWCVB and with all of its legal documents and contracts, state and federal filings, and general counsel. Because The Strong Firm provides a service and not a product, it is not required to bid out. However, TWCVB team believes The Strong Firm should represent TWCVB because of the following: Long-Term Relationship and Familiarity with Contracts and Structure - The Strong Firm has provided general corporate and legal counsel for TWCVB since its inception and is familiar with annual contracts that it has reviewed and the corporate structure of TWCVB, providing efficiency versus other counsel. Reduced Rate - The Strong Firm has agreed to provide a reduced rate of 34% discount over their standard billing rate for ALL attorneys including the managing shareholder, Bret Strong, based upon the long-term relationship between the firm and TWCVB (this rate was the successful bid rate on competitive bid for similar work provided to The Woodlands Township). Location, Familiarity and Support of The Community - The Strong Firm is a local company that is located close to TWCVB making for great access to meet quickly in the case of short-term legal needs. The Strong Firm is very familiar with the mission, vision and events of TWCVB and provides sponsorship support for events and many other community activities.
RECOMMENDATION
Approve The Strong Firm for The Woodlands Convention and Visitor Bureau's legal counsel for services in 2021 and authorize the President to execute a contract in connection therewith.

Attachments
2021 The Strong Firm Engagement Letter


CVB Special Board Meeting
Meeting Date:	11/18/2020

Information
SUBJECT MATTER:
Receive, consider and act upon a Host Venue Agreement between Visit The Woodlands and The Woodlands Township;
BACKGROUND:
In the planning process for the 2020 Budget, The Woodlands Township Board of Directors discussed moving Township supported events and festivals over to The Woodlands Convention & Visitors Bureau, which promotes The Woodlands as a destination under the marketing name of Visit The Woodlands. There are an estimated 70 applications annually. Requests Include Use of Township Facilities and Services Such As: Various In-kind services Park or venue usage Waived fees At its February 26, 2020 meeting, The Woodlands Township Board of Directors voted unanimously to ask Visit The Woodlands to assume responsibility for coordinating the hosting of events and funding of direct Township park use, facility usage fees, in-kind services under a Host Venue Agreement. At its May 20, 2020 meeting, the Visit The Woodlands Board agreed to take on responsibility but indicated Visit The Woodlands staff would focus on/prioritize multi-day and events generating hotel room nights. Township staff and Visit The Woodlands staff members with the help of legal counsel have worked together to develop a Host Venue Sponsorship Agreement between The Woodlands Township and Visit The Woodlands. Visit The Woodlands staff members have developed an application and evaluation process pending final approval by the VTW Board and would be launched based on this Agreement. Visit The Woodlands staff members would review all applications, work with Township Parks staff on availability of venues. Both groups would make recommendation on participation levels pending Board approval. Criteria will include standards established under the Texas State Law and Township enabling legislation for use of hotel/motel tax, the generation of hotel and sales tax, an event’s potential economic impact, and its ability to garner positive awareness for The Woodlands. Visit The Woodlands’ mission is “To establish The Woodlands, Texas as a beautiful, lively, and welcoming destination recognized regionally, nationally and internationally for first-class business, convention and leisure travel." At its October 28, 2020 meeting, The Woodlands Township Board of Directors approved the Host Venue Agreement (Attachment "A").
RECOMMENDATION
To be determined by Board of Directors.

Attachments
Attachment A - Host Venue Sponsorship Agreement


CVB Special Board Meeting
Meeting Date:	11/18/2020

Information
SUBJECT MATTER:
Receive, consider and act upon a Service Agreement between The Woodlands Convention & Visitors Bureau, known as Visit The Woodlands, and The Woodlands Township;
BACKGROUND:
As designated the official destination marketing organization of The Woodlands Township, Visit the Woodlands provides and oversees the following services to the Township to include, but not necessarily be limited to: Public relations campaigns to increase exposure of The Woodlands; Destination media buying and production, including television, radio, newspaper, web and other media outlets; Printing and production of destination marketing guide; International destination consulting and public relations; Coordination, marketing information and other resources to assist the tourism industry in The Woodlands so as to create, maintain and project an appealing image on behalf of the Township; Promote The Woodlands as a destination to meeting planners, business travelers, tour operators and individual visitors; Promote and advertise The Woodlands hotels, convention and meeting facilities, attractions, entertainment venues, restaurants, retail centers and other businesses and organizations that serve visitors; Assist visitors and tour planners in planning and developing tours of the Township, including suggested itineraries and overnight accommodations; Work with regional partners in promoting The Woodlands as a destination; Develop and support training initiatives for hospitality employees in The Woodlands; Promote and advertise the transportation services available within and to The Woodlands; and Venue Host services; Annually, The Woodlands Township and The Woodlands Convention & Visitors Bureau, known as Visit The Woodlands, enter into a Service Agreement. The Agreement outlines the services to be provided by each party and defines the Township’s funding requirements for the budget year. Attachment "A" inlcudes the annual Service Agreement that was drafted by The Woodlands Township Attorney, Robin Cross and was reviewed and approved by Visit The Woodlands legal counsel, The Strong Firm.
RECOMMENDATION
To be determined by the Board of Directors.

Attachments
Attachment A - 2021 VTW and TWT Service Agreement - Draft