HomeMy WebLinkAboutReint Reinders & Associates; 2008-04-14;AMENDMENT NO. 4 TO EXTEND AND AMEND AGREEMENT BETWEEN
CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT AND REINT
REINDERS & ASSOCIATES FOR MARKETING AND CONSULTING SERVICES
This Amendment No. 4 is entered into and effective as of July 1, 29W extending and
amending the original agreement dated April 14, 2008 (the "Agreement") by and between the
Carlsbad Tourism Business Improvement District ("CTBID"), and Reint Reinders & Associates
(RR&A), ("Contractor") (collectively, the "Parties") for marketing study and consulting services.
RECITALS
A. On September 1, 2008 the Parties executed Amendment No. 1 to the Agreement
for Phase II of the marketing study; and
B. On December 1, 2008 the Parties executed Amendment No. 2 to the Agreement
for Phase II of the marketing study; and
C. On March 1, 2009 the Parties executed Amendment No. 3 to the Agreement for
Phase II of the marketing study; and
C. The Parties desire to extend the Agreement for a period of twelve months; and
D. The CTBID has reviewed the proposal submitted and finds the services provided by
RR&A to be a benefit to CTBID and desires to amend the current Agreement's scope of work to
include the monitoring of the execution of their recommendations as proposed in the attached
Exhibit "A"; and
E. The RR & A, it's principal Reint Reinders and it's associate Christine Shimasaki, by
virtue of their extensive experience in the hospitality industry, DMO industry, tourism marketing
backgrounds and long tenure with several successful hotel operations and DMOs are uniquely
qualified to provide marketing and other consulting services to the CTBID for the 2009-2010
budget year.
F. The Parties have negotiated and agreed to the scope of work and fee schedule,
which will commence on July 1, 2009 for twelve (12) months ending on June 30, 2010. The fee
will be a maximum of $6,000 per month for twelve (12) months, not to exceed a total of $72,000.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained
herein, City and Contractor agree as follows:
1. In addition to those services contained in the Agreement, as may have
been amended from time to time, Contractor will provide those services described in Exhibit "2".
2. City will pay Contractor for all work associated with those services
described in Exhibit "A" on a hourly basis at two hundred dollars per hour ($200) not-to-exceed
six thousand dollars ($6,000) per month for twelve months, not to exceed a total of seventy two
thousand dollars ($72,000). Contractor will provide City, on a monthly basis, copies of invoices
sufficiently detailed to include hours performed, hourly rates, and related activities and costs for
approval by City.
3. Contractor will complete all work described in Exhibit "A" by June 30,
2010.
City Attorney Approved Version #05.22.01
4. All other provisions of the Agreement, as may have been amended from
time to time, will remain in full force and effect.
5. All requisite insurance policies to be maintained by Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
6. The individuals executing this Amendment 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 Amendment.
CITY OF CARLSBAD, a municipal
. corporation of the State of California
*By:
(print name/title)
(e-mail address)
City Clete-'
(sign here)
(print name/title)
(e-mail address)
If required by City, 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.
Chairman,
President, or
Vice-President
"Group B.
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 officers) signing to bind the corporation.
APPROVED AS TO FORM:
ROriALl . BALL, CTBID General Counsel
P c^q&gg^
GeneralCounsel
City Attorney Approved Version #05.22.01
EXHIBIT "A"
SCOPE OF SERVICES AND FEE
The scope of services proposed to be delivered by RR&Ateam includes, but not limited to the
following key deliverables:
1. Develop a new 2009-2010 VlsitCarlsbad business plan inclusive of sales and marketing
strategies and budget.
2. Monitor the execution of the action plan by the new VisitCarlsbad executive director and
advise on adjustments to the program of work, depending upon performance measures
and results.
3. Monitor the VisitCarlsbad branding initiative to ensure proper execution and
embracement of the brand by the local tourism community.
4. Supervise the "Endless Summer" contractual agreement between CTBID and Mindgruve
and ensure follow-through on all deliverables and results.
5. Supervise the contractual agreements for interactive media, web development, public
relations, special promotions, group sales and marketing activities, and online
reservations.
6. Launch a commission-free group meetings lead generation initiative for Carlsbad in the
national meetings market through Destination Marketing Association International
(DMAI).
7. Mentor the new VisitCarlsbad executive director to maximize the CTBID's investment in
the new organization.
8. Initiate, in conjunction with the hotel community, the implementation of the 1994 BID Act,
which allows, upon approval, for the BID to operate on a five-year cycle versus the
current year-to-year cycle.
9. Leverage relationships with regional VisitCarlsbad (i.e., ConVIs and San Diego North) to
enhance inclusion in broader marketing initiatives.
10. Upon request, provide consulting services to the VisitCarlsbad Board of Directors on
sales and marketing strategies for Carlsbad.
11. RR&A to meet with and report monthly and/or quarterly with the CTBID Board, orally
and/or in writing, at the request of the CTBID Board.
12. Phase III fee for RR&A services will be $6,000 per month and consist of a maximum of
30 hours per month, at the rate of $200 per hour; to be billed monthly.
City Attorney Approved Version # 05.22.01
AMENDMENT NO. 3 TO EXTEND AND AMEND AGREEMENT BETWEEN CARLSBAD
TOURISM BUSINESS IMPROVEMENT DISTRICT AND REINT REINDERS &
ASSOCIATES FOR MARKETING STUDY
This Amendment No. 3 is entered into and effective as of March 1, 2009 extending and amending
the original agreement dated April 14, 2008 (the "Agreement") by and between the Carlsbad Tourism
Business Improvement District ("CTBID"), and Reint Reinders & Associates, ("Contractor") (collectively,
the "Parties") for marketing study and consulting services.
RECITALS
A. On September 1, 2008 the Parties executed Amendment No. 1 to the Agreement for
Phase II of the marketing study; and
B. On December 1, 2008 the Parties executed Amendment No. 2 to the Agreement for Phase
II of the marketing study; and
C. The Parties desire to extend the Agreement for a period of four months; and
D. The CTBID has reviewed the proposal submitted and finds the services provided by Reint
Reinders & Associates to be a benefit to CTBID and desires to amend the current Agreement's scope of
work to include the conclusion of Phase II of the marketing study as proposed in the attached Exhibit 2;
and
E. The CTBID expresses its desire to have Contractor develop a recommended strategy and
budget for the 2009-2010 fiscal year with an eye toward spending all or substantially all of the revenues
for enhanced marketing and branding efforts in order to increase hotel room occupancy from its current
levels.
F. The Parties have negotiated and agreed to the scope of work and fee schedule, which will
commence on March 1, 2009 for four (4) months ending on June 30, 2009. The fee will be a maximum of
$10,000 per month for four (4) months, not to exceed a total of $40,000. Within those 120 days (120) the
CTBID will meet to discuss whether to further extend the agreement.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City
and Contractor agree as follows:
1. In addition to those services contained in the Agreement, as may have been
amended from time to time, Contractor will provide those services described in Exhibit "2".
2. City will pay Contractor for all work associated with those services described in
Exhibit "2" on a hourly basis at two hundred dollars per hour ($200) not-to-exceed ten thousand dollars
($10,000) per month for four months, not to exceed a total of forty thousand dollars ($40,000). Contractor
will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed,
hourly rates, and related activities and costs for approval by City.
3. Contractor will complete all work described in Exhibit "2" by June 30, 2009.
4. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
5. It has been determined by the CTBID Board and as stated in stated in Paragraph
16 under Conflict of Interest in the original Agreement that Reint Reinders & Associates or Reint Reinders
City Attorney Approved Version #05.22.01
1
& Associates affected employees, agents, or subcontractors will complete and file with the CTBID Clerk a
Statement of Economic Interests Form 700 (enclosed).
6. All requisite insurance policies to be maintained by Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this Amendment.
7. The individuals executing this Amendment 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 Amendment.
CONJRACTOR
X
3y:
(sign here)
r
(print name/title)
(e-mail address)
By:
(sign here)
CITY OF CARLSBAD, a municipal
corporation of the State
'CTBID Chairperson
ATTEST:
LORRlAJNE M. WOOD
City Clerk
(print name/title)
(e-mail address)
If required by City, 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.
Chairman,
President, or
Vice-President
*Group B.
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:
RONALD R. BALL, CTBID General Counsel
City Attorney Approved Version #05.22.01
AMENDMENT NO. 2 TO AGREEMENT BETWEEN CARLSBAD TOURISM
BUSINESS IMPROVEMENT DISTRICT AND REINT REINDERS & ASSOCIATES
FOR MARKETING STUDY
This Amendment No. 2 is entered into and effective as of December 1, 2008 extending
and amending the agreement dated April 14, 2008 (the "Agreement") by and between the
Carlsbad Tourism Business Improvement District ("CTBID"), and Reint Reinders & Associates,
("Contractor") (collectively, the "Parties") for marketing study and consulting services.
RECITALS
A. On September 1, 2008 the Parties executed Amendment No. 1 to the Agreement for
Phase II of the marketing study; and
B. The Parties desire to extend the Agreement for a period of three months; and
C. The CTBID has reviewed the proposal submitted and finds the services provided by
Reint Reinders & Associates to be a benefit to CTBID and desires to extend the current
Agreement's scope of work to include Phase II of the marketing study; and
D. The CTBID expresses its desire to have Contractor develop a recommended strategy
and budget for the 2009-2010 fiscal year with an eye toward spending all or substantially all of
the revenues for enhanced marketing and branding efforts in order to increase hotel room
occupancy from its current levels.
E. The Parties have negotiated and agreed to the scope of work and fee schedule,
which will commence on December 1, 2008 for three (3) months ending on February 28, 2009.
The fee will be $10,000 per month for three (3) months, for a total of $30,000. Within those
ninety days (90) the CTBID will meet to discuss whether to extend the agreement an additional
four (4) months for a total of ten (10) months.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained
herein, City and Contractor agree as follows:
1. In addition to those services contained in the Agreement, as may have
been amended from time to time, Contractor will provide those services described in Exhibit "2".
2. City will pay Contractor for all work associated with those services
described in Exhibit "2" on a time and materials basis not-to-exceed thirty thousand dollars
($30,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed
to include hours performed, hourly rates, and related activities and costs for approval by City.
3. Should the CTBID extend this agreement by four (4) months, Contractor
will complete all work described in Exhibit "2" by June 30, 2009.
4. All other provisions of the Agreement, as may have been amended from
time to time, will remain in full force and effect.
5. All requisite insurance policies to be maintained by Contractor pursuant to
City Attorney Approved Version #05.22.01
1
the Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
6. The individuals executing this Amendment 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 Amendment.
CONTRACTOR
(print name/title)
(e-mail address)
(sign here)
CITY OF CARLSBAD, a municipal
DOration of the State of California
(print name/title)
(e-mail address)
If required by City, 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.
Chairman,
President, or
Vice-President
"Group B.
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:
RONALD R. BALL, CTBID General Counsel
City Attorney Approved Version #05.22.01
AMENDMENT NO. 1 TO AGREEMENT BETWEEN CARLSBAD TOURISM
BUSINESS IMPROVEMENT DISTRICT AND REINT REINDERS & ASSOCIATES
FOR MARKETING STUDY
This Amendment No.1 is entered into and effective as of September 1, 2008 day of
amending the agreement dated April 14, 2008 (the "Agreement") by and between the Carlsbad
Tourism Business Improvement District ("CTBID"), and Reint Reinders & Associates,
("Contractor") (collectively, the "Parties") for marketing study and consulting services.
RECITALS
A. On April 14, 2008 the Parties executed the Agreement for Phase I of the marketing
study; and
B. The Contractor has completed Phase I of the study and has submitted a proposal for
Phase II dated August 8, 2008 (Exhibit "2"); and
C. The CTBID has reviewed the proposal submitted and finds the services provided by
Reint Reinders & Associates to be a benefit to CTBID and desires to extend the current
Agreement's scope of work to include Phase II of the marketing study; and
D. The CTBID expresses its desire to have Contractor develop a recommended strategy
and budget for the 2009-2010 fiscal year with an eye toward spending all or substantially all of
the revenues for enhanced marketing and branding efforts in order to increase hotel room
occupancy from its current levels.
E. The Parties have negotiated and agreed to the scope of work and fee schedule,
which will commence on September 1, 2008 for three (3) months ending on November 30, 2008.
The fee will be $10,000 per month for three (3) months, for a total of $30,000. Within those
ninety days (90) the CTBID will meet to discuss whether to extend the agreement an additional
seven (7) months for a total of ten (10) months.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained
herein, City and Contractor agree as follows:
1. In addition to those services contained in the Agreement, as may have
been amended from time to time, Contractor will provide those services described in Exhibit "2".
2. City will pay Contractor for all work associated with those services
described in Exhibit "2" on a time and materials basis not-to-exceed thirty thousand dollars
($30,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed
to include hours performed, hourly rates, and related activities and costs for approval by City.
3. Should the CTBID extend the Contractors agreement seven (7) months,
Contractor will complete all work described in Exhibit "2" by June 30, 2009.
4. All other provisions of the Agreement, as may have been amended from
time to time, will remain in full force and effect.
City Attorney Approved Version #05.22.01
5. All requisite insurance policies to be maintained by Contractor pursuant to
the Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
',.'"'-^ 6. The individuals executing this Amendment and the instruments referenced
in it on behalf '6t-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 Amendment.
CONTRACTOR
*By:
/ _/— . _
C • (sign here)
CITY OF CARLSBAD, a municipal
corporation of the Staiejjf/c'alifftrnla
By:
(e-mail address)
If required by City, 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.
Chairman,
President, or
Vice-President
"Group B.
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:
RONALD R. BALL, CTBID General Counsel
City Attorney Approved Version #05.22.01
EXHIBIT 2
Reint Reinders, CHA
Reint Reinders & Associates
12380 Rue Cheaumont
San Diego, CA 92131
Phone: 760-994-9266
teint(o).teintteindets. com
www.teintteindets.com
Friday, August 08, 2008
RR&A Proposal Phase II (2/18/08 version')
After the initial four months of Phase I, the set of recommendations will be available for
actionable steps to go forward with RR&A's Phase II professional services.
RR&A recommends that the CTBID Board engage the RR&A team for a second phase (Phase
II). Phase II is designed to ensure full implementation and detailed follow up on all
recommendations the CTBID Board approve and adopt. Phase II is expected to last eight (8)
months ($12,000.00 per month, total of $96,000.00).
This follow up mentoring can be a real asset to the organization as it begins to execute on the
marketing plans, new budgets and technology implementation.
RR&A suggests a series of steps that would enable RR&A to interact with leadership and the
staffs, hold weekly meetings, do coaching, teaching and continuously adjust and improve the
newly agreed upon and adopted standards.
RR&A will be reporting monthly in writing and in person to the BID Board, the ultimate
stakeholder leadership.
RR&A is confident that RR&A will be able to have a very effective functioning organization and
have instituted an enterprising spirit to deliver on the Carlsbad tourism marketing initiatives.
RR&A Proposal Phase II (8/8/08 version)
Reint Reinders& Associates (RR&A) to be contracted by the CTBID for a Phase II deployment
for a period not to exceed 10 months at a total compensation of $100,000.00 ($10,000.00
per month for ten months, 9/1/08 through 6/30/09).
Phase II would commence on September 1, 2008 and end on June 30, 2009. This period will
coincide with the balance of the CTBID fiscal year as well as the duration of the existing
contracts with Carlsbad Convention & Visitors Bureau (CCVB) and San Diego North Convention
& Visitors Bureau (SDNCVB), and will allow for a new model and program to be in place at the
start of fiscal year 2009-2010.
Here are the recommendations by RR&A of the specific actions to be performed during the
balance of the fiscal 2008-09 year. Depending on the new level of funding starting fiscal 2009-
EXHIBIT 2
10 approved by the CTBID, not all recommendations may be doable at a lower level of funding.
Plans and tasks to be performed by the RR&A team:
1. RR&A will provide overall management of the implementation process for the 10-
month period of time between 9/1/08 and 6/30/09. Should the CTBID Board approve
and adopt all or most of the critical new initiatives recommended, RR&A will take
ownership of the transition and implementation process. There is no one on the current
CTBID Board to take on the responsibility and serve in that capacity
2. Develop an organization plan and template to include governance , general guidelines,
and standard operating procedures (SOPs) on/for performance measurement/metrics,
position descriptions, compensation, reporting and budgets for approval by the newly
reconstituted Destination Marketing Organization (DM0) and by the CTBID Board; both
organizations (the new Carlsbad DM0 and the CTBID) to become aligned and in synch
for the explicit benefit of the Carlsbad tourism community
3. Develop a new 2009-2010 Carlsbad Tourism Sales and Marketing Plan to be adopted by
the new DM0 and by the CTBID Board, the body that will be funding all of the
components of the Plan
4. Engage the Mayor and the Carlsbad City Council to discuss, suggest and redefine the
City's roles and involvement with the CTBID and new DM0; in addition, to resolve
funding and upgrading issues of the current Carlsbad Visitor Center
5. Engage the Mayor and the City Council in a discussion, to seek buy in on certain other
critical infrastructure issues of great importance to Carlsbad tourism stakeholders that
will enhance and strengthen the overall Carlsbad brand
6. Engage the Mayor and the City Council members in a discussion on reformatting or
revising the City's General Plan to incorporate a formal strategy for tourism
7. Engage the San Diego ConVis and SDNCVB to develop a specific plan for a new, formal
alignment between the new Carlsbad DM0, S.D. ConVis and SDNCVB especially in view
of the recent tremendous growth of tourism marketing dollars for these two
organizations; with the introduction last year of the S.D. Tourism Promotion Corporation,
ConVis will claim more than $30 million for tourism marketing in 2009; the plans and
alignment initiatives will include Internet, research, advertising and promotions, public
relations and sales and marketing programs and campaigns
8. Engage in dialogue with potential "sponsors" and "partners" and new alliances for the
new Carlsbad DM0, e.g., Legoland and Callaway (potential sources for additional
funding and/or joint marketing efforts)
9. Create a new "advisory board" for the newly reconstituted Carlsbad DM0 to consist of
the very best marketing minds amongst Carlsbad's tourism stakeholders; new advisory
EXHIBIT 2
board to give input on DMO's future marketing plans, strategies, initiatives and
spending; opportunity for creating new synergism between DM0 and hotel stakeholders
10. Develop an RFP and solicit representative consulting firms to conduct a comprehensive
Carlsbad Tourism Economic Impact study in order to produce a 2008 baseline;
importance for all Carlsbad tourism stakeholders, in particular the City government, to
"know the dollars" (that come from tourism locally); RR&A to present the consulting firm
selection to the CTBID for approval and funding
11. Conduct a CEO search and any other key managers required to staff the new DM0; all
candidates proposed to be presented for final review and approval by the CTBID Board
12. Oversee the upgrade and overall enhancement of the VisitCarlsbad.com website; work
closely with Simple View (a preferred provider in CVB website construction and hosting,
already engaged with the present CCVB website); develop an overall plan for the site
that will include SEO (search engine optimization), functionality, navigation, content,
linkages and transaction capabilities along with strategies to improve overall organic
growth; present the CTBID Board with the detailed plan for funding with the intention of
the new site becoming fully operational before 6/30/09
13. Implement and manage a new customized training program made available to all
Carlsbad hotels for managers, revenue managers, front desk, reservations, sales,
catering and conference service personnel, focusing on capturing more room nights
from call ins, walk ins and past and present guests; a sustaining program featuring
monthly workshops; adds value to the new BID contribution by all hotels; program is
designed to help raise Carlsbad's overall occupancy back to a stabilized 70 percent plus;
to be presented to CTBID Board for approval and funding
14. As a highlighted principal strategy of the 2009-2010 marketing plan process, create a
"Branding Carlsbad" initiative to ensure full embracement by the Carlsbad tourism
stakeholders so that, under RR&A's watch and supervision, Carlsbad can be positioned
as a "unique" destination; a primary goal of this branding exercise will be to grow the
F.I.T. (non group, non-business traveler, more leisure driven) business for Carlsbad and
to especially strengthen the demand for leisure product during the six months of
Carlsbad's off-season (Sept. through Feb.), which at present produces a less than
acceptable sub-60 percent occupancy
15. Conduct meetings individually and in small groups with the tourism community
stakeholders to explain (and get input and buy in on) the new DM0 organization and its
sales and marketing strategies, goals and overall value going forward
16. RR&A to meet with and report monthly and/or quarterly with the CTBID Board, orally
and/or in writing - - at the pleasure of the CTBID Board
17. The Phase II fee ($10,000 per month) for RR&A's services entails a maximum of 50
hours per month at the rate of $200.00 per hour; to be billed monthly
AGREEMENT BEWEEN CARLSBAD TOURISM
BUSINESS IMPROVEMENT DISTRICT AND
REINT REINDERS & ASSOCIATES
FOR MARKETING STUDY
THIS AGREEMENT is made and entered into as of the j^fday of APRIL, 2008
by and between the CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT,
("CTBID"), and Reint Reinders doing business as Reint Reinders & Associates, with its
principal place of business as 12380 Rue Cheaumont San Diego, CA 92131
(hereinafter "Reint Reinders & Associates" or "Contractor").
RECITALS
A. City Council of the City of Carlsbad adopted Ordinance No. NS-778
enacting Chapter 3.37 of the Carlsbad Municipal Code on November 15, 2005 thereby
creating the Carlsbad Tourism Business Improvement District (CTBID); and
B. The primary purpose of the CTBID is to promote tourism and provide
services to visitors to the City of Carlsbad; and
C. The City Council has authorized the Board of Directors of the CTBID to
conduct the business of the CTBID in the time, place and manner that best suits the
needs of the Board of Directors of the CTBID, subject to the control of federal, state and
local laws governing the activities of a Business Improvement District; and
D. The City Council has provided the Board of Directors with the ability to
contract for services necessary to carry out the purpose of the CTBID; and
E. Mr. Reint Reinders, by virtue of his extensive experience in the hospitality
industry, marketing background, deep understanding of the tourism industry, and long
tenure with several successful hotel operations, is uniquely qualified to provide
marketing and other consulting services to the CTBID; and
F. The CTBID requested a proposal from Reint Reinders & Associates for
marketing and consulting services; and
G. Reint Reinders & Associates submitted a proposal for services dated
February 18, 2008 that identified two separate and distinct Phases of services; and
H. The CTBID Board has reviewed the proposal submitted by Reint Reinders
& Associates and finds that the services to be provided by Reint Reinders & Associates
will be of benefit to the CTBID;
I. Reint Reinders & Associates is expected to achieve the desired results in
an expedited fashion.
J. Reint Reinders & Associates 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 Reint Reinders on behalf of himself and Reint Reinders &
Associates agree as follows:
CTBID Attorney Approved Version #11.28.06
1- SCOPE OF WORK
CTBID retains Reint Reinders & Associates to perform, and Reint Reinders &
Associates 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, Reint Reinders & Associates 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 six (6) months from the date
first above written and may be extended for an additional ten (10) months or portion
thereof.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
shall not exceed Eighty Thousand dollars ($80,000) and no individual month shall
exceed Twenty Thousand dollars ($20,000). Reint Reinders & Associates hourly fee
shall be $200 per hour and is based on 100 hours of service per month. It is also
understood that the services to be performed for "Phase 1" may take less than the 4
months allocated to complete.
Reint Reinders & Associates will invoice the CTBID bi-weekly. Each invoice shall be
detailed setting forth the nature of the service and the time spent, rounded to the
nearest half-hour. No other compensation for the Services will be allowed except for
items covered by subsequent amendments to this Agreement.
The CTBID will timely process Reint Reinders & Associates' invoices for payment and
uncontested charges will be paid within 10 business days. CTBID reserves the right to
withhold a ten percent (10%) retention until CTBID has accepted the work and/or
Services specified in Exhibit "A".
6. STATUS OF CONTRACTOR
Reint Reinders & Associates will perform the Services in Reint Reinders & Associates'
own way as an independent contractor and in pursuit of Contractor's independent
calling, and not as an employee or agent of CTBID. Reint Reinders & Associates will be
under control of CTBID only as to the result to be accomplished, but will consult with
CTBID as necessary. The persons used by Reint Reinders & Associates to provide
CTBID Attorney Approved Version #11.28.06
services under this Agreement will not be considered employees or agents of CTBID for
any purposes.
The payment made to Reint Reinders & Associates pursuant to the Agreement will be
the full and complete compensation to which Reint Reinders & Associates is entitled.
CTBID will not make any federal or state tax withholdings on behalf of Reint Reinders &
Associates or its agents, employees or subcontractors. CTBID will not be required to
pay any workers' compensation insurance or unemployment contributions on behalf of
Reint Reinders & Associates or its employees or subcontractors. Reint Reinders &
Associates agrees to indemnify CTBID within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which CTBID may be required to make on behalf of Reint
Reinders & Associates or any agent, employee, or subcontractor of Reint Reinders &
Associates for work done under this Agreement. At the CTBID's election, CTBID may
deduct the indemnification amount from any balance owing to Reint Reinders &
Associates.
7. SUBCONTRACTING
Reint Reinders & Associates will not subcontract any portion of the Services without
prior written approval of CTBID. If Reint Reinders & Associates subcontracts any of the
Services, Reint Reinders & Associates will be fully responsible to CTBID for the acts
and omissions of Reint Reinders & Associates' subcontractor and of the persons either
directly or indirectly employed by the subcontractor, as Reint Reinders & Associates is
for the acts and omissions of persons directly employed by Reint Reinders &
Associates. Nothing contained in this Agreement will create any contractual relationship
between any subcontractor of Reint Reinders & Associates and CTBID. Reint Reinders
& Associates will be responsible for payment of subcontractors. Reint Reinders &
Associates will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Reint Reinders & Associates' work unless
specifically noted to the contrary in the subcontract and approved in writing by CTBID.
Subject to the preceding paragraph, Reint Reinders & Associates is hereby authorized
to subcontract with David Brudney of David Brudney & Associates whose principal
place of business is 2938A Luciernaga Street, Carlsbad, CA 92009. Reint Reinders &
Associates is ultimately responsible for the performance of this Agreement.
8. RESERVED.
9- INDEMNIFICATION
Reint Reinders & Associates 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
Reint Reinders & Associates, any subcontractor, anyone directly or indirectly employed
by any of them or anyone for whose acts any of them may be liable.
CTBID Attorney Approved Version #11.28.06
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- BUSINESS LICENSE
Reint Reinders & Associates and all authorized subcontractors will obtain and maintain
a City of Carlsbad Business License for the term of the Agreement, as may be amended
from time-to-time.
11. 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. With the exception of Professional Liability, the insurance will be
obtained from an insurance carrier admitted and authorized to do business in the
State of California and have a current Best's Key Rating of not less than "A-:V".
11.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits
indicated below, unless City Attorney or City 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. City, 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 obtain such additional insurance coverage, as Contractor
deems adequate, at Contractor's sole expense.
11.1.1 Commercial General Liability Insurance.
$1,000,000 combined single-limit per occurrence for
bodily injury, personal injury and property damage. If the submitted
policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will
be twice the required per occurrence limit.
11.1.2 Automobile Liability (if the use of an automobile is
involved for Contractor's work for City). $1,000,000 combined single-limit
per accident for bodily injury and property damage.
11.1.3 Workers' Compensation and Employer's Liability.
Workers' Compensation limits as required by the California Labor Code
CTBID Attorney Approved Version #11.28.06
and Employer's Liability limits of $1,000,000 per accident for bodily injury.
Workers' Compensation and Employer's Liability insurance will not be
required if Contractor has no employees and provides, to City's
satisfaction, a declaration stating this.
11.1.4 Professional Liability. Errors and omissions liability
appropriate to Contractor's profession with limits of not less than
$1,000,000 per claim. Coverage must be maintained for a period of three
years following the date of completion of the work.
11.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
11.2.1 The City will be named as an additional insured on
General
Liability.
11.2.2 Contractor will obtain occurrence coverage, excluding
Professional Liability, which will be written as claims-made coverage.
11.2.3 This insurance will be in force during the life of the
Agreement and any extensions of it and will not be canceled without thirty
(30) days prior written notice to City pursuant to the Notice provisions of
this Agreement.
11.3 Providing Certificates of Insurance and Endorsements. Prior to City's
execution of this Agreement, Contractor will furnish certificates of insurance and
endorsements to City.
11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in
breach and terminate the Agreement.
12. ACCOUNTING RECORDS
Reint Reinders & Associates will maintain complete and accurate records with respect
to costs incurred under this Agreement. All records will be clearly identifiable. Reint
Reinders & Associates 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. Reint Reinders & Associates 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.
CTBID Attorney Approved Version #11,28.06
13- OWNERSHIP OF DOCUMENTS
All work product produced by Reint Reinders & Associates 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 Reint Reinders &
Associates or its agents, employees and subcontractors pursuant to this Agreement will
be delivered at once to CTBID. Reint Reinders & Associates will have the right to make
one (1) copy of the work product for Reint Reinders & Associates' records.
14. COPYRIGHTS
Reint Reinders & Associates agrees that all copyrights that arise from the services will
be vested in CTBID and Reint Reinders & Associates 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 Reint Reinders & Associates under this
Agreement.
For CTBID:
Name: Cheryl Gerhardt
Title: CTBID Staff
Department: Administrative Services
City of Carlsbad
1635 Faraday Ave.
Carlsbad, CA 92008
Phone No. (760) 602-2409
For Contractor:
Name: Reint Reinders
Title: Owner
Address: 12380 Rue Gheaumont
San Diego, CA 92131
Phone No.: 619.519.2831
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
CTBID will evaluate Reint Reinders & Associates' duties pursuant to this Agreement to
determine whether disclosure under the Political Reform Act and CTBID's Conflict of
Interest Code is required of Reint Reinders & Associates or any of Reint Reinders &
Associates' employees, agents, or subcontractors. Should it be determined that
disclosure is required, Reint Reinders & Associates or Reint Reinders & Associates'
affected employees, agents, or subcontractors will complete and file with the CTBID
Clerk those schedules specified by CTBID and contained in the Statement of Economic
Interests Form 700.
CTBID Attorney Approved Version #11.28.06
Reint Reinders & Associates, for Contractor and on behalf of Reint Reinders &
Associates' agents, employees, subcontractors and consultants warrants that by
execution of this Agreement, that they have no interest, present or contemplated, in the
projects affected by this Agreement. Reint Reinders & Associates further warrants that
neither Reint Reinders & Associates, nor Reint Reinders & Associates' agents,
employees, subcontractors and consultants have any ancillary real property, business
interests or income that will be affected by this Agreement or, alternatively, that Reint
Reinders & Associates will file with the CTBID an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Reint Reinders & Associates will keep fully informed of federal, state and local laws and
ordinances and regulations which in any manner affect those employed by Reint
Reinders & Associates, or in any way affect the performance of the Services by Reint
Reinders & Associates. Reint Reinders & Associates will at all times observe and
comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Reint Reinders & Associates' services with all applicable laws,
ordinances and regulations.
Reint Reinders & Associates will be aware of the requirements of the Immigration
Reform and Control Act of 1986 and will comply with those requirements, including, but
not limited to, verifying the eligibility for employment of all agents, employees,
subcontractors and consultants that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Reint Reinders & Associates will comply with all applicable local, state and federal laws
and regulations prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Reint Reinders &
Associates or CTBID will reduce such questions, and their respective views, to writing.
A copy of such documented dispute will be forwarded to both parties involved along with
recommended methods of resolution, which would be of benefit to both parties. The
representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (10) business days. If the resolution thus obtained is
unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to
the Carlsbad City Manager. The City Manager will consider the facts and solutions
recommended by each party and may then opt to direct a solution to the problem. In
such cases, the action of the City Manager will be binding upon the parties involved,
although nothing in this procedure will prohibit the parties from seeking remedies
available to them at law.
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CTBID Attorney Approved Version #11.28.06
20. TERMINATION
In the event of the Reint Reinders & Associates' failure to prosecute, deliver, or perform
the Services, CTBID may terminate this Agreement for nonperformance by notifying
Reint Reinders & Associates by certified mail of the termination. If CTBID decides to
abandon or indefinitely postpone the work or services contemplated by this Agreement,
CTBID may terminate this Agreement upon written notice to Reint Reinders &
Associates. Upon notification of termination, Reint Reinders & Associates 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
Reint Reinders & Associates 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, Reint Reinders &
Associates will assemble the work product and put it in order for proper filing and
closing and deliver it to CTBID. Reint Reinders & Associates 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 and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Reint Reinders & Associates warrants that Reint Reinders & Associates has not
employed or retained any company or person, other than a bona fide employee working
for Reint Reinders & Associates, to solicit or secure this Agreement, and that Reint
Reinders & Associates 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, Reint Reinders & Associates 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.
Reint Reinders & Associates acknowledges that if a false claim is submitted to CTBID, it
may be considered fraud and Reint Reinders & Associates may be subject to criminal
prosecution. Reint Reinders & Associates 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
CTBID Attorney Approved Version #11.28.06
8
to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation
costs, including attorney's fees. Reint Reinders & Associates acknowledges that the
filing of a false claim may subject Reint Reinders & Associates to an administrative
debarment proceeding as the result of which Reint Reinders & Associates may be
prevented to act as a Reint Reinders & Associates on any public work or improvement
for a period of up to five (5) years. Reint Reinders & Associates acknowledges
debarment by another jurisdiction is grounds for CTBID to terminate this Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CTBID
and Reint Reinders & Associates and their respective successors. Neither this
Agreement nor any part of it nor any monies due or to become due under it may be
assigned by Reint Reinders & Associates without the prior consent of CTBID, which
shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Reint Reinders & Associates each represent and warrant that they have the legal
power, right and actual authority to bind Reint Reinders & Associates to the terms and
conditions of this Agreement.
(Remainder of Page Intentionally Left Blank)
CTBID Attorney Approved Version #11.28.06
CONTRACTOR
he for
*By:
(print name/title)
(e-mail address)
(sign here)
CTBID
Carlsbad/California
ATTEST:
CTBID Clerk
(print name/title)
(e-mail address)
If required by CTBID, proper notary 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.
Chairman,
President, or
Vice-President
**Group B.
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 officers) signing to bind the
corporation.
APPROVED AS TO FORM:
RONALJ>& BALL, CTBID General Counsel
Deputy General Counsel
10
CTBID Attorney Approved Version #04.01.02
EXHIBIT A
SCOPE OF SERVICES
Background Situation Analysis
In 2006 The City of Carlsbad in cooperation with the hotel community enacted a
BID self assessment initiative to add $1 per night to each room night occupied in
all Carlsbad hotels. This initiative has raised more than $800,000.00 annually to
be used for promoting and marketing Carlsbad as a desirable visitor destination.
Traditionally, The City of Carlsbad has funded tourism sales and marketing and
visitor services from the general fund budget, but has shifted this funding 100
percent now to the new CTBID.
Tourism sales and marketing has been conducted for the last several years by
the Carlsbad CVB and the San Diego North CVB (SDNCVB), with the Carlsbad
CVB receiving approximately $425,000 for its marketing and visitor services and
the SDNCVB $100,000.00 approximately for contracted leisure and group sales.
After two years of the BID collecting the funds, the BID in cooperation with the
City is interested in exploring how the funds should be spent most efficiently and
effectively for maximum impact.
The hotel community and the City are desirous of initiatives that will enable
occupancies to reach and maintain 70 percent or higher for the destination.
Reint Reinders & Associates
Reint Reinders & Associates (RR&A), a San Diego-based hospitality consulting
firm, had been requested by the CTBID to submit a proposal to:
1. Review
2. Analyze and
3. Make recommendations
on how tourism sales & marketing and visitor services for the Carlsbad
community should be conducted going forward. RR&A recognizes the City and
the CTBID'S keen interest in recommendations that will result in a more dynamic
and effective organizational leadership structure to ensure that BID funds have
the highest possible return on investment (R.O.I.).
At present 35 Carlsbad hotels with 3,500 rooms are running an aggregate
occupancy of 65 percent and generate approximately $835,000.00 in BID funds.
An increase of 5 points to a stabilized and desired 70 percent occupancy would
generate an additional 63,875 room nights sold and would result in substantial
gains in hotel revenues and TOT for the City.
CTBID Attorney Approved Version #04.01.02
11
A two part proposal was outlined by RR&A and the CTBID authorized RR&A to
begin performance of Phase I to achieve the planned objective of its proposal.
Phase I
Timeline: Four (4) months from the time of contract signing.
Due Diligence to be performed:
1. Conduct a review of the performances of the Carlsbad CVB and the
San Diego North CVB (collectively);
2. Conduct meetings individually or in group settings with the
Carlsbad hotel stakeholders;
3. Conduct meetings individually or in group settings with the
Carlsbad tourism stakeholders;
4. Conduct interviews with the City management team and the City
Council members where appropriate;
5. Conduct in-depth interviews with the CTBID Board members;
6. Meet one-on-one with the leaders of Carlsbad CVB and the
SDNCVB;
7. Meet with key leaders at the Carlsbad Chamber of Commerce;
8. Meet with community civic leaders of the Carlsbad at large
community;
9. Review in depth the survey report produced by Destinations
Analysts;
10. Review in depth the branding PowerPoint presentation produced by
Destination Analysts;
11. Review in depth the recently completed Carlsbad CVB Vision 2010
PowerPoint and report;
12. Review the "CVB Industry Most Recent Futures Report" produced
by DMAI;
13. Review any and all other previous reports and proposals, surveys,
questionnaires and sales and marketing plans which have been or
are presently guiding Carlsbad destination sales and marketing
initiatives; and
14. Identify any and all accessible partners for potential future
alliances.
The City of Carlsbad and CTBID's Expectations
The CTBID and the City of Carlsbad can expect monthly and a final report and a
set of actionable recommendations that will help guide them going forward with
their visitor destination marketing initiatives.
CTBID Attorney Approved Version #04.01.02
12
RR&A understands fully that the key deliverable will be opinion and
recommendation on how best to drive visitor demand so as to increase travel and
occupancies in and to the City of Carlsbad.
The City of Carlsbad and CTBID will be able to promote and extend the Carlsbad
brand after implementing the brand strategy initiatives.
RR&A will provide guidance in how Carlsbad visitor stakeholders will take on a
leadership position to partner with and direct cooperation and support initiatives
with the Carlsbad business community going forward.
RR&A will recommend guidelines for visitor destination marketing strategies:
1. Structure,
2. Policies,
3. Oversight,
4. Planning, and
5. Execution.
In addition, RR&A will analyze:
1. Manpower needs,
2. Consultant roles,
3. Technology requirements,
4. Office situation,
5. Contracted sales and marketing, and
6. Any and all other tools needed to ensure a highly functioning
environment.
RR&A will be reporting monthly in writing and in person to the CTBID Board, the
ultimate stakeholder leadership.
Phase I Project Outcomes
1. RR&A to answer the question: how the BID assessment funds
should be spent most efficiently and effectively for maximum
impact?
2. The professional knowledge, expertise and marketplace hands-on
experience of the RR&A team will help produce recommendations
and initiatives on how best to drive visitor demand so as to increase
travel and occupancies to 70 percent or higher annually;
3. Ensures full implementation and detailed follow up on all
recommendations that The City of Carlsbad and BID should
approve and adopt;
CTBID Attorney Approved Version #04.01.02
13
4. A full and detailed progress report will be delivered at the end of
each month and an oral presentation will be provided to the CTBID
Board (at a time and place to be determined monthly by the
Chairperson of the CTBID Board of Directors) who is charged with
monitoring the project's progress; and
5. The monthly overviews will consist of interaction with CTBID
leadership and staff, meetings, teaching, coaching and mentoring
and continuous adjusting and improvement upon the approved and
adopted new standards.
CTBID Attorney Approved Version #04.01.02
14
EXHIBIT 3
1 RESOLUTION NO. 2008-6
2 RESOLUTION OF THE BOARD OF DIRECTORS OF THE
CARLSBAD TOURISM BUSINESS IMPROVEMENT
DISTRICT, AUTHORIZING THE CHAIRPERSON TO ENTER
4 INTO AN AGREEMENT FOR PROFESSIONAL SERVICES
WITH REINT REINDERS & ASSOCIATES
5 "
6 WHEREAS, the City Council of the City of Carlsbad adopted Ordinance No. NS-778
7 enacting Chapter 3.37 of the Carlsbad Municipal Code on November 15, 2005 thereby creating
8 the Carlsbad Tourism Business Improvement District (CTBID); and
9 WHEREAS, the primary purpose of the CTBID is to promote tourism and provide
10 services to visitors to the City of Carlsbad; and
11 WHEREAS, the City Council has authorized the Board of Directors of the CTBID to
12 conduct the business of the CTBID in the time, place and manner that best suits the needs of the
13 Board of Directors of the CTBID, subject to the control of federal, state and local laws governing
14 the activities of a Business Improvement District; and
15 WHEREAS, the City Council has provided the Board of Directors with the ability to
16 contract for services necessary to carry out the purpose of the CTBID; and
17 WHEREAS, Mr. Reint Reinders, by virtue of his extensive experience in the hospitality
18 industry, marketing background, deep understanding of the tourism industry, and long tenure
19 with several successful hotel operations, is uniquely qualified to provide marketing and other
20 consulting services to the CTBID; and
21 WHEREAS, the CTBID contracted with Reint Reinders and Associates (RR&A) for
22 Phase I of a marketing study; and
23 WHEREAS, Reint Reinders & Associates completed phase I of the study and has
24 submitted a proposal for phase II dated August 8, 2008; and
25 WHEREAS, the CTBID Board has reviewed the proposal submitted by Reint Reinders
26 & Associates and finds that the services to be provided by Reint Reinders & Associates will be of
27 benefit to the CTBID;
28
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Carlsbad
Tourism Business Improvement District, as follows:
1 . That the above recitations are true and correct.
2. That the CTBID General Counsel is directed to draft the documents necessary to
enter into an agreement with Reint Reinders & Associates to provide all, or part of
the services described in the proposal dated August 8, 2008, as may be deemed
necessary by the CTBID Board. The Board agreed to extend the current agreement
for three (3) months, commencing on September 1, 2008 and ending on November
30, 2008. The fee will be $10,000 per month for three months, for a total of
$30,000. Within the next ninety (90) days the Board will meet to discuss whether or
not to extend the agreement further.
3 . That the CTBID Chairperson is hereby authorized to an agreement between the
CTBID and Reint Reinders & Associates in a form acceptable to the CTBID General
Counsel for the procurement of the described services.
-2-
J
AYES:
PASSED, APPROVED, AND ADOPTED at a regular meeting of the Board of
'_day of
2008, by the following vote to wit:
Directors of the Carlsbad Tourism Business Improvement District on the
fT
6
oNOES:
ABSENT: O
ATTEST:
APRIL SHUTE
Chairperson
LORRAINE WOOD
Pro Tern Clerk of the
Carlsbad Tourism Business Improvement District
-3-
AGREEMENT BEWEEN CARLSBAD TOURISM
BUSINESS IMPROVEMENT DISTRICT AND
REINT REINDERS & ASSOCIATES
FOR MARKETING STUDY
THIS AGREEMENT is made and entered into as of the day of APRIL, 2008
by and between the CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT,
("CTBID"), and Reint Reinders doing business as Reint Reinders & Associates, with its
principal place of business as 12380 Rue Cheaumont San Diego, CA 92131
(hereinafter "Reint Reinders & Associates" or "Contractor").
RECITALS
A. City Council of the City of Carlsbad adopted Ordinance No. NS-778
enacting Chapter 3.37 of the Carlsbad Municipal Code on November 15, 2005 thereby
creating the Carlsbad Tourism Business Improvement District (CTBID); and
B. The primary purpose of the CTBID is to promote tourism and provide
services to visitors to the City of Carlsbad; and
C. The City Council has authorized the Board of Directors of the CTBID to
conduct the business of the CTBID in the time, place and manner that best suits the
needs of the Board of Directors of the CTBID, subject to the control of federal, state and
local laws governing the activities of a Business Improvement District; and
D. The City Council has provided the Board of Directors with the ability to
contract for services necessary to carry out the purpose of the CTBID; and
E. Mr. Reint Reinders, by virtue of his extensive experience in the hospitality
industry, marketing background, deep understanding of the tourism industry, and long
tenure with several successful hotel operations, is uniquely qualified to provide
marketing and other consulting services to the CTBID; and
F. The CTBID requested a proposal from Reint Reinders & Associates for
marketing and consulting services; and
G. Reint Reinders & Associates submitted a proposal for services dated
February 18, 2008 that identified two separate and distinct Phases of services; and
H. The CTBID Board has reviewed the proposal submitted by Reint Reinders
& Associates and finds that the services to be provided by Reint Reinders & Associates
will be of benefit to the CTBID;
I. Reint Reinders & Associates is expected to achieve the desired results in
an expedited fashion.
J. Reint Reinders & Associates 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 Reint Reinders on behalf of himself and Reint Reinders &
Associates agree as follows:
CTBID Attorney Approved Version #11.28.06
1. SCOPE OF WORK
CTBID retains Reint Reinders & Associates to perform, and Reint Reinders &
Associates 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, Reint Reinders & Associates 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 six (6) months from the date
first above written and may be extended for an additional ten (10) months or portion
thereof.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
shall not exceed Eighty Thousand dollars ($80,000) and no individual month shall
exceed Twenty Thousand dollars ($20,000). Reint Reinders & Associates hourly fee
shall be $200 per hour and is based on 100 hours of service per month. It is also
understood that the services to be performed for "Phase 1" may take less than the 4
months allocated to complete.
Reint Reinders & Associates will invoice the CTBID bi-weekly. Each invoice shall be
detailed setting forth the nature of the service and the time spent, rounded to the
nearest half-hour. No other compensation for the Services will be allowed except for
items covered by subsequent amendments to this Agreement.
The CTBID will timely process Reint Reinders & Associates' invoices for payment and
uncontested charges will be paid within 10 business days. CTBID reserves the right to
withhold a ten percent (10%) retention until CTBID has accepted the work and/or
Services specified in Exhibit "A".
6. STATUS OF CONTRACTOR
Reint Reinders & Associates will perform the Services in Reint Reinders & Associates'
own way as an independent contractor and in pursuit of Contractor's independent
calling, and not as an employee or agent of CTBID. Reint Reinders & Associates will be
under control of CTBID only as to the result to be accomplished, but will consult with
CTBID as necessary. The persons used by Reint Reinders & Associates to provide
CTBID Attorney Approved Version #11.28.06
services under this Agreement will not be considered employees or agents of CTBID for
any purposes.
The payment made to Reint Reinders & Associates pursuant to the Agreement will be
the full and complete compensation to which Reint Reinders & Associates is entitled.
CTBID will not make any federal or state tax withholdings on behalf of Reint Reinders &
Associates or its agents, employees or subcontractors. CTBID will not be required to
pay any workers' compensation insurance or unemployment contributions on behalf of
Reint Reinders & Associates or its employees or subcontractors. Reint Reinders &
Associates agrees to indemnify CTBID within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which CTBID may be required to make on behalf of Reint
Reinders & Associates or any agent, employee, or subcontractor of Reint Reinders &
Associates for work done under this Agreement. At the CTBID's election, CTBID may
deduct the indemnification amount from any balance owing to Reint Reinders &
Associates.
7. SUBCONTRACTING
Reint Reinders & Associates will not subcontract any portion of the Services without
prior written approval of CTBID. If Reint Reinders & Associates subcontracts any of the
Services, Reint Reinders & Associates will be fully responsible to CTBID for the acts
and omissions of Reint Reinders & Associates' subcontractor and of the persons either
directly or indirectly employed by the subcontractor, as Reint Reinders & Associates is
for the acts and omissions of persons directly employed by Reint Reinders &
Associates. Nothing contained in this Agreement will create any contractual relationship
between any subcontractor of Reint Reinders & Associates and CTBID. Reint Reinders
& Associates will be responsible for payment of subcontractors. Reint Reinders &
Associates will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Reint Reinders & Associates' work unless
specifically noted to the contrary in the subcontract and approved in writing by CTBID.
Subject to the preceding paragraph, Reint Reinders & Associates is hereby authorized
to subcontract with David Brudney of David Brudney & Associates whose principal
place of business is 2938A Luciernaga Street, Carlsbad, CA 92009. Reint Reinders &
Associates is ultimately responsible for the performance of this Agreement.
8. RESERVED.
9. INDEMNIFICATION
Reint Reinders & Associates 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
Reint Reinders & Associates, any subcontractor, anyone directly or indirectly employed
by any of them or anyone for whose acts any of them may be liable.
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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. BUSINESS LICENSE
Reint Reinders & Associates and all authorized subcontractors will obtain and maintain
a City of Carlsbad Business License for the term of the Agreement, as may be amended
from time-to-time.
11. 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. With the exception of Professional Liability, the insurance will be
obtained from an insurance carrier admitted and authorized to do business in the
State of California and have a current Best's Key Rating of not less than "A-:V".
11.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits
indicated below, unless City Attorney or City 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. City, 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 obtain such additional insurance coverage, as Contractor
deems adequate, at Contractor's sole expense.
11.1.1 Commercial General Liability Insurance.
$1,000,000 combined single-limit per occurrence for
bodily injury, personal injury and property damage. If the submitted
policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will
be twice the required per occurrence limit.
11.1.2 Automobile Liability (if the use of an automobile is
involved for Contractor's work for City). $1,000,000 combined single-limit
per accident for bodily injury and property damage.
11.1.3 Workers' Compensation and Employer's Liability.
Workers' Compensation limits as required by the California Labor Code
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and Employer's Liability limits of $1,000,000 per accident for bodily injury.
Workers' Compensation and Employer's Liability insurance will not be
required if Contractor has no employees and provides, to City's
satisfaction, a declaration stating this.
11.1.4 Professional Liability. Errors and omissions liability
appropriate to Contractor's profession with limits of not less than
$1,000,000 per claim. Coverage must be maintained for a period of three
years following the date of completion of the work.
11.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
11.2.1 The City will be named as an additional insured on
General
Liability.
11.2.2 Contractor will obtain occurrence coverage, excluding
Professional Liability, which will be written as claims-made coverage.
11.2.3 This insurance will be in force during the life of the
Agreement and any extensions of it and will not be canceled without thirty
(30) days prior written notice to City pursuant to the Notice provisions of
this Agreement.
11.3 Providing Certificates of Insurance and Endorsements. Prior to City's
execution of this Agreement, Contractor will furnish certificates of insurance and
endorsements to City.
11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in
breach and terminate the Agreement.
12. ACCOUNTING RECORDS
Reint Reinders & Associates will maintain complete and accurate records with respect
to costs incurred under this Agreement. All records will be clearly identifiable. Reint
Reinders & Associates 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. Reint Reinders & Associates 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.
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13. OWNERSHIP OF DOCUMENTS
All work product produced by Reint Reinders & Associates 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 Reint Reinders &
Associates or its agents, employees and subcontractors pursuant to this Agreement will
be delivered at once to CTBID. Reint Reinders & Associates will have the right to make
one (1) copy of the work product for Reint Reinders & Associates' records.
14. COPYRIGHTS
Reint Reinders & Associates agrees that all copyrights that arise from the services will
be vested in CTBID and Reint Reinders & Associates 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 Reint Reinders & Associates under this
Agreement.
For CTBID:
Name: Cheryl Gerhardt
Title: CTBID Staff
Department: Administrative Services
City of Carlsbad
1635 Faraday Ave.
Carlsbad, CA 92008
Phone No. (760) 602-2409
For Contractor:
Name: Reint Reinders
Title: Owner
Address: 12380 Rue Gheaumont
San Diego, CA 92131
Phone No.: 619.519.2831
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
CTBID will evaluate Reint Reinders & Associates' duties pursuant to this Agreement to
determine whether disclosure under the Political Reform Act and CTBID's Conflict of
Interest Code is required of Reint Reinders & Associates or any of Reint Reinders &
Associates' employees, agents, or subcontractors. Should it be determined that
disclosure is required, Reint Reinders & Associates or Reint Reinders & Associates'
affected employees, agents, or subcontractors will complete and file with the CTBID
Clerk those schedules specified by CTBID and contained in the Statement of Economic
Interests Form 700.
CTBID Attorney Approved Version #11.28.06
Reint Reinders & Associates, for Contractor and on behalf of Reint Reinders &
Associates' agents, employees, subcontractors and consultants warrants that by
execution of this Agreement, that they have no interest, present or contemplated, in the
projects affected by this Agreement. Reint Reinders & Associates further warrants that
neither Reint Reinders & Associates, nor Reint Reinders & Associates' agents,
employees, subcontractors and consultants have any ancillary real property, business
interests or income that will be affected by this Agreement or, alternatively, that Reint
Reinders & Associates will file with the CTBID an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Reint Reinders & Associates will keep fully informed of federal, state and local laws and
ordinances and regulations which in any manner affect those employed by Reint
Reinders & Associates, or in any way affect the performance of the Services by Reint
Reinders & Associates. Reint Reinders & Associates will at all times observe and
comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Reint Reinders & Associates' services with all applicable laws,
ordinances and regulations.
Reint Reinders & Associates will be aware of the requirements of the Immigration
Reform and Control Act of 1986 and will comply with those requirements, including, but
not limited to, verifying the eligibility for employment of all agents, employees,
subcontractors and consultants that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Reint Reinders & Associates will comply with all applicable local, state and federal laws
and regulations prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Reint Reinders &
Associates or CTBID will reduce such questions, and their respective views, to writing.
A copy of such documented dispute will be forwarded to both parties involved along with
recommended methods of resolution, which would be of benefit to both parties. The
representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (10) business days. If the resolution thus obtained is
unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to
the Carlsbad City Manager. The City Manager will consider the facts and solutions
recommended by each party and may then opt to direct a solution to the problem. In
such cases, the action of the City Manager will be binding upon the parties involved,
although nothing in this procedure will prohibit the parties from seeking remedies
available to them at law.
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CTBID Attorney Approved Version #11.28.06
20. TERMINATION
In the event of the Reint Reinders & Associates' failure to prosecute, deliver, or perform
the Services, CTBID may terminate this Agreement for nonperformance by notifying
Reint Reinders & Associates by certified mail of the termination. If CTBID decides to
abandon or indefinitely postpone the work or services contemplated by this Agreement,
CTBID may terminate this Agreement upon written notice to Reint Reinders &
Associates. Upon notification of termination, Reint Reinders & Associates 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
Reint Reinders & Associates 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, Reint Reinders &
Associates will assemble the work product and put it in order for proper filing and
closing and deliver it to CTBID. Reint Reinders & Associates 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 and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Reint Reinders & Associates warrants that Reint Reinders & Associates has not
employed or retained any company or person, other than a bona fide employee working
for Reint Reinders & Associates, to solicit or secure this Agreement, and that Reint
Reinders & Associates 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, Reint Reinders & Associates 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.
Reint Reinders & Associates acknowledges that if a false claim is submitted to CTBID, it
may be considered fraud and Reint Reinders & Associates may be subject to criminal
prosecution. Reint Reinders & Associates 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
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8
to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation
costs, including attorney's fees. Reint Reinders & Associates acknowledges that the
filing of a false claim may subject Reint Reinders & Associates to an administrative
debarment proceeding as the result of which Reint Reinders & Associates may be
prevented to act as a Reint Reinders & Associates on any public work or improvement
for a period of up to five (5) years. Reint Reinders & Associates acknowledges
debarment by another jurisdiction is grounds for CTBID to terminate this Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CTBID
and Reint Reinders & Associates and their respective successors. Neither this
Agreement nor any part of it nor any monies due or to become due under it may be
assigned by Reint Reinders & Associates without the prior consent of CTBID, which
shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Reint Reinders & Associates each represent and warrant that they have the legal
power, right and actual authority to bind Reint Reinders & Associates to the terms and
conditions of this Agreement.
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CTBID Attorney Approved Version #11.28.06
CONTRACTOR
(print name/title)
(e-mail address)
CTBID
Carlsbad, California
ATTEST:
Xlto'xs^^^x
(print name/title)
(e-mail address)
If required by CTBID, proper notary 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.
Chairman,
President, or
Vice-President
**Group B.
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:
RONALJ>R BALL, CTBID General Counsel
Deputy General Counsel
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CTBID Attorney Approved Version #04.01 .02
EXHIBIT A
SCOPE OF SERVICES
Background Situation Analysis
In 2006 The City of Carlsbad in cooperation with the hotel community enacted a
BID self assessment initiative to add $1 per night to each room night occupied in
all Carlsbad hotels. This initiative has raised more than $800,000.00 annually to
be used for promoting and marketing Carlsbad as a desirable visitor destination.
Traditionally, The City of Carlsbad has funded tourism sales and marketing and
visitor services from the general fund budget, but has shifted this funding 100
percent now to the new CTBID.
Tourism sales and marketing has been conducted for the last several years by
the Carlsbad CVB and the San Diego North CVB (SDNCVB), with the Carlsbad
CVB receiving approximately $425,000 for its marketing and visitor services and
the SDNCVB $100,000.00 approximately for contracted leisure and group sales.
After two years of the BID collecting the funds, the BID in cooperation with the
City is interested in exploring how the funds should be spent most efficiently and
effectively for maximum impact.
The hotel community and the City are desirous of initiatives that will enable
occupancies to reach and maintain 70 percent or higher for the destination.
Reint Reinders & Associates
Reint Reinders & Associates (RR&A), a San Diego-based hospitality consulting
firm, had been requested by the CTBID to submit a proposal to:
1. Review
2. Analyze and
3. Make recommendations
on how tourism sales & marketing and visitor services for the Carlsbad
community should be conducted going forward. RR&A recognizes the City and
the CTBID'S keen interest in recommendations that will result in a more dynamic
and effective organizational leadership structure to ensure that BID funds have
the highest possible return on investment (R.O.I.).
At present 35 Carlsbad hotels with 3,500 rooms are running an aggregate
occupancy of 65 percent and generate approximately $835,000.00 in BID funds.
An increase of 5 points to a stabilized and desired 70 percent occupancy would
generate an additional 63,875 room nights sold and would result in substantial
gains in hotel revenues and TOT for the City.
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11
A two part proposal was outlined by RR&A and the CTBID authorized RR&A to
begin performance of Phase I to achieve the planned objective of its proposal.
Phase I
Timeline: Four (4) months from the time of contract signing.
Due Diligence to be performed:
1. Conduct a review of the performances of the Carlsbad CVB and the
San Diego North CVB (collectively);
2. Conduct meetings individually or in group settings with the
Carlsbad hotel stakeholders;
3. Conduct meetings individually or in group settings with the
Carlsbad tourism stakeholders;
4. Conduct interviews with the City management team and the City
Council members where appropriate;
5. Conduct in-depth interviews with the CTBID Board members;
6. Meet one-on-one with the leaders of Carlsbad CVB and the
SDNCVB;
7. Meet with key leaders at the Carlsbad Chamber of Commerce;
8. Meet with community civic leaders of the Carlsbad at large
community;
9. Review in depth the survey report produced by Destinations
Analysts;
10. Review in depth the branding PowerPoint presentation produced by
Destination Analysts;
11. Review in depth the recently completed Carlsbad CVB Vision 2010
PowerPoint and report;
12. Review the "CVB Industry Most Recent Futures Report" produced
by DMAI;
13. Review any and all other previous reports and proposals, surveys,
questionnaires and sales and marketing plans which have been or
are presently guiding Carlsbad destination sales and marketing
initiatives; and
14. Identify any and all accessible partners for potential future
alliances.
The City of Carlsbad and CTBID's Expectations
The CTBID and the City of Carlsbad can expect monthly and a final report and a
set of actionable recommendations that will help guide them going forward with
their visitor destination marketing initiatives.
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12
RR&A understands fully that the key deliverable will be opinion and
recommendation on how best to drive visitor demand so as to increase travel and
occupancies in and to the City of Carlsbad.
The City of Carlsbad and CTBID will be able to promote and extend the Carlsbad
brand after implementing the brand strategy initiatives.
RR&A will provide guidance in how Carlsbad visitor stakeholders will take on a
leadership position to partner with and direct cooperation and support initiatives
with the Carlsbad business community going forward.
RR&A will recommend guidelines for visitor destination marketing strategies:
1. Structure,
2. Policies,
3. Oversight,
4. Planning, and
5. Execution.
In addition, RR&A will analyze:
1. Manpower needs,
2. Consultant roles,
3. Technology requirements,
4. Office situation,
5. Contracted sales and marketing, and
6. Any and all other tools needed to ensure a highly functioning
environment.
RR&A will be reporting monthly in writing and in person to the CTBID Board, the
ultimate stakeholder leadership.
Phase I Project Outcomes
1. RR&A to answer the question: how the BID assessment funds
should be spent most efficiently and effectively for maximum
impact?
2. The professional knowledge, expertise and marketplace hands-on
experience of the RR&A team will help produce recommendations
and initiatives on how best to drive visitor demand so as to increase
travel and occupancies to 70 percent or higher annually;
3. Ensures full implementation and detailed follow up on all
recommendations that The City of Carlsbad and BID should
approve and adopt;
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13
4. A full and detailed progress report will be delivered at the end of
each month and an oral presentation will be provided to the CTBID
Board (at a time and place to be determined monthly by the
Chairperson of the CTBID Board of Directors) who is charged with
monitoring the project's progress; and
5. The monthly overviews will consist of interaction with CTBID
leadership and staff, meetings, teaching, coaching and mentoring
and continuous adjusting and improvement upon the approved and
adopted new standards.
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