HomeMy WebLinkAboutCarlsbad Convention and Visitors Bureau; 2020-06-15;EXHIBIT 1A
AGREEMENT FOR PROMOTION OF TOURISM AND VISITOR SERVICES
CARLSBAD CONVENTION AND VISITORS BUREAU
THIS AGREEMENT is made and entered into as of the 15 day
of June , 2020 , by and between the Carlsbad Tourism Business
Improvement District (CTBID), and the Carlsbad Convention and Visitors Bureau, a non-
profit, private organization ("Contractor").
RECITALS
A. CTBID requires the professional services of a contractor that is experienced
in tourism and visitor promotion programs and services.
B. Contractor has the necessary experience in providing professional services
and advice related to the promotion of tourism in Carlsbad.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to CTBID and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, CTBID and Contractor agree as follows:
1. SCOPE OF WORK
CTBID retains Contractor to perform, and Contractor agrees to render, those services
(the "Services") that are defined in attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care
and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable diligence
and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one (1) year from the date July
1, 2020 through June 30, 2021.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
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the acts and omissions of persons directly employed by Contractor. Nothing contained in
this Agreement will create any contractual relationship between any subcontractor of
Contractor and CTBID. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by CTBID.
8. OTHER CONTRACTORS
The CTBID reserves the right to employ other Contractors in connection with the
Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the CTBID and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising out of the performance of the work described herein
caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose
acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense CTBID
incurs or makes to or on behalf of an injured employee under the ·cTBID's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor or
Contractor's agents, representatives, employees or subcontractors. The insurance will be
obtained from an insurance carrier admitted and authorized to do business in the State
of California. The insurance carrier is required to have a current Best's Key Rating of not
less than "A-:VII". OR with a surplus line insurer on the State of California's List of Eligible
Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at
least "A:X".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless CTBID Attorney or CTBID Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. CTBID, its officers, agents and
employees make no representation that the limits of the insurance specified to be carried
by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
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from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
10.5 Submission of Insurance Policies. CTBID reserves the right to require, at any time,
complete and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of CTBID during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of final
payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of CTBID. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to CTBID. Contractor
will have the right to make one (1) copy of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CTBID
and Contractor relinquishes all claims to the copyrights in favor of CTBID.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of CTBID and on behalf of Contractor under this Agreement.
For CTBID:
Cheryl Gerhardt
CTBID Staff
City of Carlsbad
1635 Faraday Ave.
Carlsbad, CA 92008
Phone No. 760-602-2468
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For Contractor:
Mark Rudyk
Director of Marketing and Communications
Visit Carlsbad
400 Carlsbad Village Drive
Carlsbad, CA 92008
Phone No. 949-415-9569
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20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
CTBID may terminate this Agreement for nonperformance by notifying Contractor by
certified mail of the termination. If CTBI D decides to abandon or indefinitely postpone the
work or services contemplated by this Agreement, CTBID may terminate this Agreement
· upon written notice to Contractor. Upon notification of termination, Contractor has five (5)
business days to deliver any documents owned by CTBID and all work in progress to
CTBID address contained in this Agreement. CTBID will make a determination of fact
based upon the work product delivered to CTBID and of the percentage of work that
Contractor has performed which is usable and of worth to CTBID in having the Agreement
completed. Based upon that finding CTBID will determine the final payment of the
Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate
this Agreement. In this event and upon request of CTBID, Contractor will assemble the
work product and put it in order for proper filing and closing and deliver it to CTBID.
Contractor will be paid for work performed to the termination date; however, the total will
not exceed the lump sum fee payable under this Agreement. CTBID will make the final
determination as to the portions of tasks completed ahd the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of this
Agreement. For breach or violation of this warranty, CTBID will have the right to annul
this Agreement without liability, or, in its discretion, to deduct from the Agreement price
or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
CTBID must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to CTBID, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false
claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If CTBID seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on
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26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
*By:
Troy Wood, Visit arlsbad Chairperson
**By:
~ Snni
isit Carls~
Carlsbad Tourism
Improvement District
By:
Tim Stripe, CTBI
ATTEST:
For Barbara Engleson
Clerk of CTBID
Business
If required by CTBID, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation, Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A. **Group B.
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation. ·
APPROVED AS TO FORM:
CELIA A BREWER, General Counsel to CTBID
By: DIAJ.ik ~IA,
Assistant General Counsel
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EXHIBIT A
Scope of Services
1. Visit Carlsbadi Board appointments and reappointments will be approved by the
CTBID Board.
2. Provide monthly reports to the CTBID's which shall include:
a. An accounting of funds spent by the program in a format approved by the
CTBID Board.
b. Minutes from Visit Carlsbad Board meetings
c. Smith Travel Research data which includes key competitive markets
d. Group Sales
i. Number of leads generated and sent out to hotels
ii. Number of leads converted to definite
iii. Trade shows attended and number of contacts and leads made
e. Digital Marketing
i. Campaigns run including dates and cost, result stats
ii. Number of bookings made
iii. Number of emails sent
iv. Website traffic & important KPl's, Social Media activity
v. Other measurements as identified during the year
f. Visitor Center
i. Number of visitors US and foreign
ii. Number of emails from Contact us on website
iii. Number phone calls
iv. Number lodging referrals
v. Number of volunteer hours
g. Other items as identified by the CTBID Board during the year
3. Allocation of the Visit Carlsbad unspent funds shall be determined by the
CTBID Board.
4. Review CTBID grant applications with Visit Carlsbad Board and make funding
recommendations to the CTBID Board.
5. Develop a program of work that focuses on driving demand in the leisure and
group market segments. The Visit Carlsbad Board will approve and oversee the
program of work and corresponding budget allocations which are included at the
end of the scope. Outcomes on number of leads generated and number of
room nights booked will be tracked, when possible.
EXHIBIT A
6. Continue to develop a Group Sales component that is primarily focused on lead
generation and where possible share leads with all eligible Carlsbad hotel
properties.
a. Attend tradeshows and track number of leads by tradeshow.
b. Implement Group Incentive Program.
c. Utilize additional funds for Coronavirus Group Sales Recovery efforts.
7. Prioritize and develop market intelligence on the leisure travel segment.
8. Primarily focus on VisitCarlsbad.com as the primary distribution channel for new
business opportunities for those CTBID propertiesii and Carlsbad tourism
suppliers & businesses.
a. Partner with local tourism service providers to develop new products or
packages consistent with the current market demand for special offers.
b. Develop visitor-relevant content.
c. Work & develop website development to increase efficiency and usability
·of website
d. Work with digital agency to increase search engine optimization for
organic google/search rankings
e. Schedule, create and post monthly blog content posts on site
f. Promote events & offers on website and other digital outlets
9. Manage yearly Search Engine Marketing PPG/Display campaigns, working with
digital agency vendor of record.
10. Manage monthly consumer email campaigns, database & Ad hoc email requests
11. Internally monitor & create social media posts & campaigns
12. Develop creative assets & needs, including video, digital banners &
advertisements.
13. Work with media opportunities to promote the destination.
a. Host travel writers, bloggers, and influencers.
b. Coordinate media FAMs in partnership with CTBID properties, and local
tourism suppliers.
14. Manage the visitor center, visitor collateral, including:
a. Service visitor walk-ins with local/regional tourism information.
b. Collect geographical data from walk-in visitors.
c. Refer visitors to local tourism service providers.
15. Develop partnerships and co-op opportunities with CTBID properties and local
tourism suppliers.
a. Conduct regular Marketing Committee & Group Sales Committee
meetings with hotel and business entities.
16. CTBID board will participate in any selection and approval of outside vendors who
will perform services for Visit Carlsbad pursuant to this Agreement.
EXHIBIT A
i Visit Carlsbad is the dba to be used by the Carlsbad Convention and Visitors Bureau.
ii CTBID properties are the hotels and timeshares assessed by the CTBID.
~~fl sbaq i DMQ %Chf!g Actual to Date Proposed OMO$ Chng
FY20 Budget €TBIDFV21 btwn FY20 and btw!'l 'FY20-, -·•
Budget FY21 FY21_ -
INCOME
Public Sources
CTBID Revenues 894,243 @~,757) 800,000 (413,000) ~34%,:(1)
TOTAL INCOME $894,243 } $800,000 (413,000) ·-34%_(2)
EXPENSE
LABOR
Salaries
Officers 102,439 120,923 lB,484 (102,439) ,106.0%
Direct Labor
Visitor Services Mgr 39,566 29,703 {9"863) 39,566 0 0.0%
Visitor Services Coard. 11,459 6,231 CS~il2B) 11,459 ; 0 0.0%
Volunteer -Paid 1,195 868 13l7) 1,195 0 0.0%,
Director of Marketing/Interim ED 84,460 63,407 (ijijs3} 95,000 10,540 12.5%1
Director of Group Sales 86,909 75,245 {~4) 86,909 · (0) 0.0%'
Sales Coordinator -Part Time 6,096 2,202 ~} (6,096) -100.0%'
Direct Labor -Total $177,656 $234,129 4,444 1.9%'
Employee Benefits 39,991 (2Q,{J99) 42,000 , (18,000) ~30.0%
Works Comp 2,306 {1;fi94) 4,000 : 0 6.Q¾
Payroll Taxes 26,053 (l,l47) 20,000 , (8,200) <29.1% ., ,. ,,,);•.·
Group Sales Bonus {lQ,000} 10,000 , 0 . ", ·o.ora:
Total labor $366,929 ($6.7.,395) $3-10,129 (124,195) '-28.6%;
PROMOTIONAL PROGRAMS
Advertising & Production
Winter/Spring Ad Campaign 65,530 (90,470) • I (156,000} . · -ioo:o¾;(3)
' ;. -
Fall Ad Campaign l 0 .
Total Advertising Campaigns $0
Research 6,222 (3,778.} 10,000 0 . •0.0%'
Outside Svcs-Digital Mktg 177,015 (72,985) 250,000 0
Outside Svcs-Public Relations 82,876 (32,124) (115,000) ,
Outside Svcs-Website Maintenance
PR Integrated Campaigns 0 }#[) IV /0! j
Total Outside Services $259,891 ($105,109) $250,000 (115,000) ·. : s3i.S%J .•,...·
Travel & Entertainment 2,728 (7,,272) 6,000 (4,000)' ., -40:0%'
Dues & Subscription . 10,644 1,644 10,000 1,000 ·. .:11.~
Collateral Prod. & Fulfillment 1,038 (962) 2,000 0 -•··•"°· o·.o¾' .. --.. .--. ·,,.-::.:.
Public Relations Events 9,513 (5,487) 10,000 (5,000) ,,: ':-333%:
Total Promotional Programs $355,566 { 21b434) 288,000 (279,000} --4~:2%
FY21 Proposed Budget
. v&;-r
wear.ls~
Actual to Date Proposed Proposed DMO$Chng DMO¾.Chng_ ,.fi . ·, <,
FV19 Budget OMOFY~ C'TBIDFY20 btwn FV19 and btwn FV19~ ..
Budget Budget FV20 FV20 GROUP DIRECT SERVICES
Technology 9,000 8,838 (162) 9,000 0.0%
Memberships/Dues 1,000 934 (66) 2,621 . 1,621 162.1%
Group Incentive 50,000 32,000 (18,000) 50,000 : 0 0.0%'
Coronavirus Rebound Sponsorship 40,000 (5)
Sponsorship/Partnership* 19,000 17,250 (1,750) 20,000 1,000 . 5.3%
Marketing/ Advertising 10,000 16,584 6,584 5,000 (5,000) -50;0%
Meeting Planner FAMs 27,000 1,090 (25,910) (27,000) -100.0%
Site Inspections 5,000 3,471 {1,529} 5,000 0
Total FAM/Site Visits 4,561
Travel & Entertainment 10,000 3,605 (6,395) 10,000 0 .· 0.0%
Tradeshows 50,000 60,397 10,397 35,000 (15,000) -30.0%
Group Direct Services -Total $144,169 ($36,831) $176,621 (4,379) -2.4%
GENERAL ADMINISTRATIVE
Bank Charges 500 (500} 500 0 0.0%
Equipt. Rental & Maint. 3,200 2,195 (1,005) 1,000 (2,200), -68.S%
Facility Repair & Ma int. 300 (300) 500 . 200 66:7%
General Liability Ins. 1,000 942 (S8) 1,000 0 . 0.0%
Office Supplies 2,000 741 (1,259) 2,000 o : 0.0%
Postage 100 15 (85} 100 0 . 0.()%
Taxes 150 (150) 150 0 o.p¾
Telephone 10,000 6,201 (3,799} 10,000 ' 0 0.0%'
Professional Services 7,000 29,825 22,825 3,500 (3,500) ~?0,0% ·
Volunteer Program 1,000 1,259 259 500 (500) -50.0%
Miscellaneous 1,026 697 (329) 1,000 (26) -2.5%
Utilities 2,400 1,920 (480) 3,000 · 600 ·25.0%.
Computer Expense 2,000 (2,000} 2,000 0 o:'o%
Office/General Admin Exp
Tota/G&A $43,795 $13,119 $25,250 (5,426)
Unapplied Cash Bill Pymt Exp $0
TOTAL EXPENSE $910,459 ($302,541) $800,000 (413,000)
OVER/(UNDER) 16,216 0)
NOTES:
1 Budget for 40% reduction in revenues 20/21
2 SOOK Budget based on 150!< reserve
3 Eliminated 156K Spring Campaign
4 Eliminated outside PR retainer
5 Create additional Group Sales fund to help wi1
recovery of GS market and bookings to help
incentivise
FY21 Proposed Budget
FY2021--PROGRAM of WORK for LEISURE MARKETING and GROUP SALES -DRAFT VISIT CARLSBAD Timing VC Strategy and Tactics 01 Q2 Q3 Q4 Budget Comments Manage digital marketing agency and Social Media " " " " 250,000 Digital Marketing PPC, navtive, programmatic, display, email, SEO Lead Generation for Meetings Market and Events " " 176,621 Group Direct and Events Group leads/site visits/FAMs/marketing/tradeshows Develop two advertising campaign -Fall/Winter '19 " " " " 0 Advertising Campaign Manage Public Relations Program of Work " " " " 0 Public Relations Including PR events/programs, media FAMs, active pitching Travel and FAM costs: Approximately 12 national media trips " 10,000 In-house 12 drive market travel vouchers, 1 national trip for deskside meetings Partnerships & subscriptions with regional/national tourism orgs. " 10,000 In-house Association memberships Prioritize and develop market intelligence on the leisure travel segment " " 10,000 STR Report STR subscriptic;>n and Carlsbad Visitor Profile Travel & Entertainment " " " " 6,000 Manage visitor publications and fulfillment " " " " 2,000 Visitor center maps TOTAL MARKETING/SALES PROGRAM OF WORI{ $464,621 DMO FY2021 Budget DRAFT