New Orleans Tourism Marketing Corporation BOARD OF DIRECTORS MEETING December 17, 2019 Harrah's Hotel BOARD MEMBERS PRESENT Hon. Jay H. Banks Darry Berger (Chairman) Sheila Burns Jim Cook Nick Mueller, Ph.D. Hon. Kristin Gisleson Palmer Dan Real Amy Reimer Travis Tague Emery Whalen BOARD MEMBERS ABSENT Danielle Del Sol Hon. Helena Moreno Mark Wilson NOTMC STAFF PRESENT: Jeremy Cooker, Deborah Elam (Consultant), Mariah Hickman, Ashland Hines, Tiffany Jackson, Sybil Reed, Mark Romig (President/CEO), Lauren Saizan, Summer Suleiman (Consultant), Hartley Wasser GUEST /VISITOR SIGN-(SIGN-IN ORDER) SEE AlTACHMENT AT THE END OF THE DOCUMENT Chairman Berger called the meeting to order at 3:13 p.m. Chairman Berger thanked Dan Real for hosting the December Board meeting at Harrah's Hotel. Chairman Berger called for a motion of the October 2019 minutes, motioned by Sheila Burns and seconded by Hon. Jay H. Banks. The motioned passed unanimously. Chairman Berger discussed the Integration and re-alignment of NO&Co. and NOTMC. Chairman Berger noted that a productive meeting with Mayor Cantrell, Walt Leger, Stephen Perry, Amy Reimer, Mark Romig, himself and members of the mayor's senior staff was held. There are still many logistics to be worked out which will be led by the Mayor, her staff and Walt Leger of NO&Co. Chairman Berger reported that the team of NOTMC will transition to NO&Co. on January 1, 2020. Josh Cox from the Mayor's office noted that the goal of the Mayor's office in conjunction with NO&Co. is to continue the work of leisure marketing. Tiffany Jackson gave an overview of the finances which were through November 2019. Mark Romig announced staff members that are leaving NOTMC, which included Sybil Reed, Ashland Hines and Summer Suleiman . Mark noted that all other staff members will transition over to New 1 PD .2 7710671.2 ~· Orleans and Company on January 1, 2020. P.J. Sibille who is the account representative for 360i will also move over as NO&Co. will assume the contract with 3601. Mark Romig noted that the marketing campaign (The Playlist) is set for next year. Martha's Vineyard will be part of the campaign again in 2020, as well as the LGBT market. Mark displayed the ads for Healthy Hospitality in conjunction with 504 HealthNet that informs all hospitality workers of affordable health insurance . Chairman Berger discussed the transition between NOTMC and NO&Co. including the use of assets (IP, furniture, etc.). Nick Mueller, Ph.D. made the following motion which was seconded by Shelia Burns: Whereas, It is anticipated that, as of January 1, 2020, the realignment of New Orleans Tourism Marketing Corporation (the "Company") and New Orleans & Company ("NOCO") will move forward (the "Realignment"); and Whereas, NOCO, the Company and the City of New Orleans are engaged in discussions with respect to the terms of a Cooperative Endeavor Agreement pertaining to the Realignment (the "CEA"), including terms governing the sharing of certain financial obligations of the Company from and after January 1, 2020 (the "Financial Obligations") and those discussions are continuing; and Whereas, the Realignment will result in a streamlined and unified marketing and promotion effort for the vital tourism and hospitality industry in New Orleans; and Whereas, the Board of Directors of the Company desires to ensure that the Realignment and the related mission of advancing, promoting and maintaining tourism and trade in the City of New Orleans through marketing activities directed at the discretionary tourist or traveler through advertising, direct mailing or other media and continuously stimulating the hospitality and tourism industry of the City of New Orleans through regional, national and international advertising and marketing of the City of New Orleans as a tourist and convention site and a vacation destination is sustained, preserved, and continues uninterrupted while the discussions of the CEA and the Financial Obligations continue and are completed; Now, Therefore, Be it Resolved that, the Board of Directors hereby authorizes and directs Mark Romig, the President and Chief Executive Officer of the Company until December 31, 2019 and his successor once appointed, and the other officers of the Company, and each of them acting singly, to take all actions and perform such further acts, in their sole discretion, as may be necessary or appropriate to provide NOCO with the use of all contracts; furniture, fixtures and equipment; software; and intellectual property listed in exhibits A, B, and C, as applicable, as well as any and all books, records and other information and property owned by the Company and utilized in the day to day work of the Company to attract the discretionary tourist or traveler to the City of New Orleans (collectively, the "Assets"), in order to advance, promote and mainta in tourism and trade in the City of New Orleans and to ensure that those efforts continue uninterrupted and unhindered from and after January 1, 2020, subject to NOCO agreeing to pay and otherwise perform any obligations of the Company pertaining to the Assets during the period of such use, and further subject to the right of the Board of Directors, in its sole discretion, to terminate such use of the Assets by NOCO at any time. 2 PD.27710671.2 The motion passed unanimously. Dan Real noted the online merchandise sales were very low. Mark Romig responded that possibly not enough effort was put forth and hopefully with the new website in the future this will improve. Nick Mueller, Ph.D. announced his retirement from the NOTMC Board of Directors during the transition period. He stated It's been an honor to have served on the board. Chairman Berger thanked Nick Mueller, Ph.D. for his service to the board of directors of NOTMC. Chairman Berger asked for other announcements or public comments, none noted. Chairman Berger asked for a motion to move to Executive Session. Motioned by Jim Cook, and seconded by Hon. Jay H. Banks. The motion passed unanimously. Executive Session began at 3:43 p.m. Regular Session of the meeting resumed at 4:11 p.m. Chairman Berger requested a motion regarding NOTMC's 401(k) plan. Hon. Jay H. Banks made the following motion which was seconded by Jim Cook: Whereas, the New Orleans Tourism Marketing Corporation (the "Company") maintains a cash or deferred arrangement intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Plan"), and this Board of Directors now desires to take certain actions in respect of the Plan, all in anticipation of the consummation of that certain transaction by and between the Company and New Orleans & Company (the "Transaction"); Now, Therefore, Be It Resolved, that the Plan accounts of those participants who are employed by the Company as of December 31, 2019, shall be fully vested and nonforfeitable; Further Resolved, that on and after the Company's final pay date in 2019, no further deferrals or other contributions shall be made to the Plan; provided that nothing contained herein shall prohibit the resumption of such deferrals and contributions should the Transaction not be timely consummated; Further Resolved, that the appropriate officers of the Company are hereby authorized and directed to take all actions necessary and proper to ensure the timely distribution of benefits from the Plan to eligible participants therein, including, without limitation: (i) the communication of the right to receive distributions; (ii) the liquidation of the assets of the Plan In a manner intended to facilitate the distribution of benefits therefrom; and (iii) the administration of the distribution of benefits from the Plan, including the appropriate withholding and remission of taxes; and Further Resolved that all actions heretofore taken by the officers of this Company with respect to the subject matter of the foregoing resolutions that would have been authorized by these resolutions, if taken after their adoption, are hereby ratified and confirmed. The motion passed unanimously. 3 PD.27710671.2 Mark Romlg's compensation was discussed in Executive Session and determined that his performance criteria was met and exceeded all expectations. It was agreed that he should receive the maximum compensation. Motioned by Nick Mueller, Ph.D., and seconded by Hon. Jay H. Banks. The motion passed unanimously. Chairman Berger requested a motion to the resolution to terminate Mark Romig's employment with NOT MC. Travis Tague made the following motion which was seconded by Hon. Jay H. Banks: Whereas, Mark C. Romig is currently employed by the New Orleans Tourism Marketing Corporation (the "Company"), serving as its Chief Executive Officer ("Romig"); Whereas, this Board of Directors now desires to terminate the employment of Romig in connection with the consummation of that certain transaction by and between the Company and NO & Co. (the "Transaction"), such termination to be without cause, as contemplated in Section 10.1.iii of that certain Employment Agreement by and between the Company and Romig, first dated as of August 18, 2013, as later amended; Now, Therefore, Be It Resolved, that Romig's employment with the Company, including his service as its Chief Executive Officer, shall terminate without cause as of December 31, 2019, or such later date as the parties may agree; in connection with such termination, the Chairman of this Board of Directors is hereby authorized and empowered to execute and deliver on behalf of the Company that certain Severance Agreement, substantially in the form presented to this meeting, but subject to such modification as the Chairman, in his sole discretion, deems necessary or appropriate, which shall be conclusively presumed by the Chairman's signature to the Separation Agreement and to further implement and administer the terms and payments contemplated thereunder Motion passed unanimously. Chairman Berger thanked all as well as Josh Cox from the Mayor's office for all of their efforts. Mark Romig thanked the board for their confidence in him. Chairman Berger noted that the board will still be active in January of 2020. The meeting adjourned at 4:20 p.m. 4 PD.27710671.2 NEW ORLEANS TOURISM MARKETING CORPORATION BOARD MEETING SIGN-IN SHEET 17-Dec-19 PLEASE PRINT LEGIBLY NAME TITLE ORGANIZATION if(~ GpotfLft ' I .1n:~~v 1H r; I ISH!f '!fF Agency Name 360i Search Influence FSC Interactive Community Calm Dog Productions 343 Media McKenna PublishinQ Corporate Plavbook Spears Dick Clark Productions Essence Fest Technoloav Resources (Thomas) Service Provided Branding, Creative, Med ia, and PR Search Marketina Social Media Marketiing LGBT Marketing Video Production Photography Diversity Partne rship Diversitv Consultant PR Services New Years Eve Essence Festival Server Admin Arrivalist Research Services G-Suite Slack Slack Trello Type form Mailchimp Drop box Rackspace Custom Weather office email, calendar, and gooale drive Office communication with NO & Co team Office communication internal team Pro ject Management and Organization Online forms for sweepstakes, surveys, etc E-mail service provider for email marketin;:i Online file storaae Hostin a Weather Feed Music Calendar licensina and content production wwoz Bavou Brands merchandise and online store DK Shifflet visitor data Smith Travel hotel data insurance for drone photography Drone Insurance maos for GoNOLA and HealthvHosoitalitv websites Gooqle Cloud analytics for websites Gooale Analytics Adobe Creative Cloud desian software GoNOLA and HealthyHospitality bloq I site platform Word press productivity software Office 365 productivity software MailClark blog I server software Deploy HQ screenshot software Cloud Ano email testina software Email on Acid ema il software Mixmax graphic software Canva software for social media Tailwind phone service Cox Communications copier lease De Lage Landen postage machine lease Pitney Bowes PR service Cision Commerical. Excess Liability & D&O Insurance cell service I hotspot AT&T onllne auidebook publishing service lssuu ·--- -- ..--IP I Widen API (App lication Programming Interface) lmaqes within Widen I GoNOLA (Domain name , code , video,imaoes , and written content etc) Holiday Site (Domain name, cod e, video, imaqes, written content etc) FollowYourNOLA.com (website, code, imaoes, written content, domain name) Hea lthvHospita litv.com (website, domain, imaqes, written content. qraphics, desiqn, advertisinq ma NewOrteans.com (video, images , written content, some code) Aoencv produced advertisinq materials (banners, television commercia ls. print ads, etc) Email, other communications I Computer Files (Photoshop files , pdfs, word docs, excel spreadsheets, etc} YouTube channel content (video. descriptions, taos. etc) One Time in New Orleans camoaiqn materials includinq all creative assets and storvbooth video cc I **Some content owned by NOTMC but some content provided from other sources ) Furniture and Fixtures currently owned by NOTMC will be purchased bv NO & Co utJ~i!rti~i L ,J. 1au ~J. ·:...i .;., ~c_ Description Furniture/Equipmen Quantity 100 Credenia 101 Credenza 102 107 Chair I I 108 RleCabinet 109 Hutch 110 111 112 113 114 115 116 Printer Laptop Kev Board Monitor Mouse Scanner l Mahogany/4 top drawers. 2 cabinets-2 shelves each. 3 open slot in middle l Mahogany with 4 draawers I l z Television Mahogany - 2 sec:rions with 3 drawers in side section l Office high back chair Recepcion (Sybil ) 1 Mahogany -2 drawers Reception (Sybi l) l 3 glass sections with mahogany trim Reception !Sybil} l 1 l Color Laser CP5225 Reception Reception Reception Reception Reception Reception Ki tchen 1 l l Mahogany Hutch with 2 cabinets, 2 shelves in each cabinets 117 Hutch 118 Hl~Cabinets l 2 Mahogany, 2 cabinets, 2 sh~lve:s i n each, 5 ooen slots Metal with 5 shelves in each cabinet 2 Fabric with mahogany arms l Mahogany Square Shape Mahogany with 2 Drawers and 1 cabinet in each/1 wth no drawers 119 Chairs 120 Table 3 Desks Monitor Kev Board l 1 1 iMac Monitor Monitor Floor Lamps l l 128 Desk 129 130 Lamps 131 Table lH Chair 134 Fil e cabinet 135 Chair 136 File cabinet 137 File cabinet 138 Desk 139 Printer 140 Monitor 141 Laptop 142 Key Board I {Sybil } (Sybil) \Sybil} {Sybil } !Sybil} (Sy bil} Common Area Common Area Common Area Common Area Common Area Common Area Common Area 2 sections. 3 drawers in each section PJ 3 2 desk lamps, 1 floor lamp 1 Green metal PJ PJ Orange metal PJ 1 1 l l 1 3 metal drawers !High back office desk chair Mahogany with 4 drawers j Mahogany with 2 drawers Mahogany with 2 sections-3 drawers in each section 1 1 l l logitech Fujitsu IAWTHD54534 I Del l Dell Apple LCD Display Acer CNC5V23 27161836Nl\SLP KB212-B QP0321CDDNP A57Zl6A04Z2K4775 ETLYN08003118007284201 Canon Im age Class MF247dw PJ PJ Tiffany Tiffany Tiffany Ti ffany Tiffany Tiffany 143 Ol air l High back officedesk chai r Tiffany 144!Desk 145 Table l Mahogany -2 drawers in each section l JP JP 146 147 148 149 Bookcase 1 Round mahoganv Mahogany with S shejves Chairs N1onitor Key Bo