HomeMy WebLinkAbout2017-04-13; Carlsbad Tourism Business Improvement District; ; Consider Funding VisitCarlsbad Public Relations ProposalsAB#
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CARLSBAD TOURISM
BUSINESS IMPROVEMENT DISTRICT (CTBID)
AGENDA BILL
04-17-142 CTBID STAFF
4-13-17 Consider Funding VisitCarlsbad GENERAL
Public Relations Proposals COUNSEL
RECOMMENDED ACTION:
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1. CTBID Board consider adopting Resolution 2017-1 amending contract with Visit Carlsbad
and appropriating additional funding for public relations.
ITEM EXPLANATION:
The Carlsbad Tourism Business Improvement District (CTBID) contracts with Carlsbad
Convention and Visitors Bureau, a not for profit public benefit corporation ("Visit Carlsbad") to
provide tourism marketing services for Carlsbad. This includes the operation of the visitor center,
public relations and digital marketing, and group sales. At its February 23, 2017 board meeting,
the CTBID board asked Visit Carlsbad to put together a plan on what could be achieved if they
increased the public relations budget.
Wagstaff, the public relations firm for Visit Carlsbad, had prepared two public relations campaign
proposals that would start in 2016-17. The first one, Carlsbad-Capital of Kidifornia, is detailed at
Exhibit 1. The cost of this campaign is $46,000. The second campaign, Colors of Carlsbad, is
detailed at Exhibit 2. The cost of this campaign is $60,000.
If the CTBID Board chooses to fund these campaigns they would need to adopt the attached
Resolution amending the Visit Carlsbad contract and appropriating the money for the campaigns
selected.
FISCAL IMPACT:
The CTBID has $642,000 in reserves that is available to be appropriated to these programs.
ENVIRONMENTAL IMPACT:
This action does not qualify as a project under the California Environment Quality Act ("CEQA")
and will not have a physical adverse effect on the environment. (CEQA Regulation 15378(b).)
EXHIBITS:
1. Capital of Kidifornia campaign proposal
2. Colors of Carlsbad campaign proposal
3. Resolution 2017-1 amending contract with Visitcarlsbad and appropriating additional funding
for public relations campaigns.
A. Amendment No. 2 to Visit Carlsbad contract
I. Introduction
t/Bir..l b d cars a
Campaign Proposal:
CARLSBAD -CAPITAL OF KIDIFORNIA
Spring-Summer 2017
EXHIBIT 1
Background: Visit California's new family campaign, "Welcome to Kidifornia" launched in
Februa ry in the US and Canada (see attached release). The insight to this ca mpaign is that kids
are the ones in charge of the vacation, while their parents entertainingly come along for the
fun . Here, the children are in charge. Thus, Kidifornia is born!
The opportunity: While Visit California offered us a template so we can add in our latest and
greatest kid-friendly offerings in a standard press release, we believe Visit Carlsbad's attributes
are so numerous we could build our own campaign based around why kids choose Carlsbad.
Goals: In this campaign, we aim to drive visits to VisitCarl sbad .co m and vi sitors to the
destination, create content for social and traditional media, engage partners to build new kid-
friendly packages, and assert the place for the city as the most kid-friendly destination in
California.
The inspiration: Visit California has renamed the destination Kidifornia ... but as of today, it's a
state without a capital. How could Carlsbad attract the attention as the hottest destination for
kids by creating a campaign to become the capital of Kidifornia?
Campaign overview: "Carlsbad: Capital of Kidifornia" would be a campaign to jump start to the
conversation on why kids (and their parents) love Carlsbad. Through a video, promotions and
activities at participating hotels and venues, we'll engage the kids of Carlsbad and visitors to
vote for the city as the capital of Kidifornia.
II. How we'll bring the idea to life
Elements of the campaign would include:
• Promotions:
o My Vote's for Carlsbad: Guests would be invited to cast their vote
#KidsVoteCarlsbad #Kid ifornia through one or more ways:
• Online: Development of an online survey to live on VisitCarlsbad.com where
kids would be invited to pick the activities that they most love about the
destination. This can be completed by kids who have visited or want to visit
the city.
WAGSTAFF
WORLDWIDE
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• "Kids Check Out": Visitors t o the city would be invited to participate in the
survey on an iPad at participating hotels upon check out or be given a card
showing the details of the promotion for them to carry out on the trip back
home.
• Invoices: A banner would be created for online invoices, where guests could
click on and share their vote.
• Give away: By participating in the survey, kids would indicated the top things
they loved most about their stay with the chance to win a trip back with their
families next season.
o Mayor of Kidifornia Video: Parents are encouraged to submit video content of their
kids stating their ultimate dream vacation in Carlsbad, referencing Carlsbad as the
capital. Visit Carlsbad will select a winner, naming them the Mayor of Kidifornia, and
create that exact vacation, no matter how absurd the requests.
o Social Scavenger Hunt: Orchestrate and execute a #CarlsbadKidifornia social
scavenger hunt contest, including give-aways from influencer accounts featuring kid-
friendly hotel packages in Carlsbad.
• Influencers: Wagstaff would secure vetted influencers to generate Kidifornia-themed
content suite and conduct #CarlsbadKidifornia lnstagram takeovers. In this activity, we'd
collaborate with influencers to produce #CarlsbadKidifornia social content series, showing
why Carlsbad is the Capital of Kidifornia. Influencer targets could include:
o Bonnie Tsang @bonnietsang lnstagram 86K followers
o Max Wanger @maxwanger lnstagram 64K followers
o Tayler Golden @taylergolden 185K followers
o Lyndi Kennedy -@lyndiinthecity -193k followers
o Mary Lauren Gunn -@marylauren -290k followers
• Videos:
o Launch video: To launch the campaign, Wagstaff would create a video which could
be shared on social media and on their web page, showing kids checking in, enjoying
the best kids activities, and checking out by casting t heir vote. This could be done in
time for the summer season.
o Experiential videos: Create and publish experiential videos showcasing the kid
friendly amenities around Carlsbad. Create socially optimized video content around
Legoland to share from the Carlsbad social pages, tying in the kid friendly local hotel
amenities for an experiential video that appeals to a child's dream vacation.
• Social media management:
o Seeding: #KidsVoteCarlsbad #Kidifornia into social conversation across all brand
channels and featuring photography and videography depicting the wealth of kid -
friendly Carlsbad element.
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WOR LDWIDE
o Conversation management: Moderate audience social conversation and scrub user-
generated content for possible sharing/reposting to further activate Visit Carlsbad
advocacy. Publish approved content and moderate/respond to audience interactions
via community management.
o Analytics: Provide ongoing channel and content performance reporting throughout
all publication and activations.
o Advertising: Selection and contracting social media advertising on lnstagram and
Face book.
• Public relations:
o Hotel package: Secure participating hotels to create a kid-friendly package, which
we would share with the media and Visit Carlsbad on social med ia.
o Media relations: Wagstaff would pitch travel, parenting, trade and marketing
publications as well as mom/dad bloggers on the campaign. At the end of the
season, and coinciding with the announcement of the winner, we'll share the
information gathered on what kid's most love about this destination and leverage
this in future outreach on the destination.
o Media FAM: We'll target mom and dad bloggers as well as travel and family outlets
to enjoy the best kid-approved activities Carlsbad, Kidifornia has to offer.*
Ill. Budget
• Agency Fee (Social Media & PR)
• Kid-Friendly-Targeted Video Production
• Influencer Activation & Management (3 @$Sk)
• Misc costs and social media ads
$16,000
$ 7,000
$18,000
$ 5,000
TOTAL: $46,000
*Travel for FAM covered under annual PR budget
IV. Timing
• April : Confirmation approval of campaign and elements by Visit Carlsbad and Visit
California; invitation to participate to hotels; development itineraries; final
confirmations activities, dates and budget; creative development videos and campaign
collateral
• May: Production videos; confirmation influencer activities; development social media
content calenda rs (June, July)
• June: Launch campaign with "Kids Check Out Give Away" in hotels and on
VisitCarlsbad.com; influencer visits; FAM trip
• July: Launch Mayor of Kidifornia video and Social Scavenger Hunts
• August: Selection and announcement winners; wrap up campaign report
WAGSTAFF
WORLDWIDE
I. Introduction
Vlsir..l b d cars a
Campaign Proposal:
COLORS OF CARLSBAD
Summer-Fall 2017
EXHIBIT 2
The inspiration: Visual content is increasingly dominating how consumers discover products,
bra nds and destinations. Carlsbad's sandy beache s, floral fields, green mountains, colorful
attractions and eclectic urban environments are the perfect colorful background for today's
millennial traveler, who are constantly in search of the best and most vibrant travel destinations
for their social media feeds.
The goal: Make Carlsbad the hottest destination for lnst a-worthy images, driving visitors to the
city engaging traditional and social media, building new content to drive visits to
VisitCarlsbad.com, and offering an annual showcase of the city's diverse experiences.
The idea: By partnering with color experts Pantone and visual analytics company Curalate, we'll
put the city and its many colors on the map for the millennial traveler.
The Partners:
• Pantone: Pantone LLC is the world-renowned authority on color. They are the provider of
color systems and leading technology for fashion, design and interior decor. For the past
10 years, the company has carried out an annual poll among decor and fashion designers,
as well as manufacturers and retailers, on what colors they plan to use, to pick the Color
of the Year. Pantone collaborates w ith brands so that they can create products in those
colors, such as Sephora cosmetics and Keurig coffee makers.
• Curalate: Cura late is a leading visual marketing platform that connects people to pictures
and products. Using their bespoke visual commerce software, they can identify trends in
color appreciation by different sectors -primarily beauty and fashion retailers. In a recent
study, they studied 30 features across more than 8 million photos, and found that
lnstagram followers prefer photographs with a predominant blue tone and prefer images
where a single color's hue dominance surpasses 40 percent in a shot.
• Happier Camper: The modern and vintage ultra-light trailers, known for their colorful
lnstra-worth designs, active lifestyle and coastal advent ures, has been hailed as the
hottest for Millennials by Bloomberg Pursuits, saying "If you can't picture yourself ._
watching a sundown beside a Happier Camper, either your soul is dead or you've been
to Burning Man one time too many."
WAGSTAFF
WORLDWIDE
II. How we'd bring the idea to life
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STUDY: We would carry out a "Primary Colors of Travel 2017" study in coordination with our two
partners to identify the three top colors travelers most like to feature in their social media feeds.
The study would track the travel images which most engaged lnstagram audiences in 2017. The
study could be carried out on a yearly basis.
COLOR MAP: We'd then map those colors back to the best in Carlsbad travel ideas creating with
Pantone a selection of colors, known as the "Colors of Carlsbad". Those three colors would be
the lead for the press kit stories: instead of by dates or happenings, we'd show how travelers can
seek out the most shareable travel stories including ocean blues, pinks sunsets, vibrant poppy
reds and the dark browns of the Carlsbad beers and ales.
INTEGRATED CAMPAIGN: Generate traditional and social media coverage on #ColorsOfCarlsbad
building a social conversation across all brand channels and featuring content promoting color-
inspired photography and videography from all over Carlsbad. The campaign would be shared
across owned, earned and paid media channels including:
• PR EVENT: We would offer the results of the study in an event specifically for travel, design
and lifestyle media, carried out on the beach of Carlsbad in front of the Cape Rey Carlsbad
hotel, displaying the #ColorsofCarlsbad in three Happier Camper trailers hooked up to luxury
vehicles from Carlsbad Car Country. In the event, the media would be presented the study's
objectives and results, and would highlight the ways travelers could experience the colors
themselves.
• PRESS KIT: The Colors of Carlsbad Press Kit would feature a selection of the many sights and
attractions of the city, color coded in a Pantone-wheel format. Inside the kit would be the
many unique attractions of the destination, including the hotel, restaurant and other
establishment's promotions specifically tied to the #ColorsofCarlsbad .
• INFLUENCERS: The agency would select three key travel and lifestyle influencers to carry out
a selection of collaboration activities:
o Influencers would be invited to the destination to photograph their own selection of
the co lors of Carlsbad, generate a co lor-themed content suite based on one or more
of the Colors of Carlsbad.
o Their local followers would be in turn invited to a scavenger-hunt style quest for these
photo sites, and the winner will receive the ultimate Carlsbad package, including
WAGSTAFF
WOR LD WIDE
vts,-r., b d cars a
hotel, restaurant, spa, color-centric products, adult coloring book from partner artist
and local amenity experiences that encourage full participation from fans.
o Select influencers would also be invited to carry out a Visit Carlsbad lnstagram
takeovers
o Possible influencers would include:
• Jeff Mindell -@jeffmindell -59 .2k followers
• Kelly Mindell -@studiodiy -348k followers
• Bri Emery -@designlovefest -776k followers
• VIDEO CREATION: Wagstaff would create one introduction video and one video for each of
the #ColorsofCarlsbad to launch each gradient theme across social media
• COLOR MAP MICROSITE: Create a map to the most lnstagram-worthy photoshoot locations
in Carlsbad through the gradient map on the Carlsbad lnst agram, and secure influencers to
post their most vibrant shot from each color-way that leads their followers back to the
Carlsbad page to learn where each shot was taken. The map will serve as a social media
microsite @ColorsOfCarlsbad, where each location tag in ea ch color-way will serve as its own
stand-alone lnstagram page that highlights the best user generated content from ea ch
featured area.
• SOCIAL MEDIA MANAGEMENT:
o Seeding: Publish approved content and moderate/respond to audience interactions
via community management. Provide ongoing channel and content performance
reporting throughout all publication and activations.
o Conversation management: Moderate audience social conversation and scrub user-
generated content for possible sharing/reposting to further activate Visit Carlsbad
advocacy. Publish approved content and moderate/respond to audience interactions
via community management.
o Analytics: Provide ongoing ch ann el and content performance reporting throughout
all publication and activations.
o Advertising: Selection and contracting social media advertising on lnstagram and
Facebook
• STREET MARKETING:
o Beachside Pop Ups : The Colors of Carlsbad would be featured in pop-up
#ColorsofCarlsbad colored HappierCamper travel kiosks for travelers, housed
throug hou t the city and in key drive mark ets like LA, San Die go and Orange Cou nty.
o City-wide Partners: Hotels, restaurant and other ven ues in the destination would be
invited to show their #ColorsofCarlsbad creating packages and experiences which
ladder back to the year's colors, and using their windows to decorate using the newly
defined color palettes.
WAGSTAFF
WORLDWIDE
~~sbad
Ill. Budget
• Pantone Partnership Fee $10,000
• Production PR event materials and press kit$ 5,000
• Video production (4) $ 7,000
• Influencer Activation Fees (3 @ $3k) $ 9,000
• Color Map Microsite $ 2,000
• Street Marketing (3 activations) $12,000
• Misc costs and social media advertising $ 3,000
• Agency Fee (PR & Social Media) $12,000
TOTAL: $60,000
IV. Timing
• April: Confirmation approval of campaign and elements by Visit Carlsbad and partners
(hotels, Pantone, Curalate, Happier Camper, Carlsbad Car Country); confirmations
activities, dates and budget; secure September presentation date and reserve beach
location with State Parks and Cape Rey Carlsbad
• May: Curalate carries out colors study; creative development campaign collateral and
videos; secure permits for street marketing pop-ups
• June: Pantone selects colors and offers final study; creation color map; planning PR
event; design press; kit selection and confirmation activities influencers
• J.!!!y: Production videos; development social media content calendars (September,
October); development influencer and FAM itineraries
• August: Development street marketing activities; production press kit
• September: Launch campaign with media event; launch content on VisitCa rlsbad.com;
influencer visits; FAM trip; media pitching
• October: Influencer visits and media pitching
• November: Campaign wrap up
WAGSTAFF
WO RLDWID E
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RESOLUTION NO. 2017-1
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT,
AUTHORIZING THE CHAIRPERSON TO EXECUTE
AMENDMENT NO. 2 TO THE AGREEMENT WITH THE
CARLSBAD CONVENTION AND VISITORS BUREAU DOING
BUSINESS AS VISITCARLSBAD _________ _
EXHIBIT 3
WHEREAS, The 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
WHEREAS, the primary purpose of the CTBID is to promote tourism and provide
services to visitors to the City of Carlsbad; and
WHEREAS, 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
WHEREAS, 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
WHEREAS, the Board of Directors of the CTBID entered into an agreement on June 23,
2016 with the Carlsbad Convention and Visitors Bureau, a non-profit corporation doing business
as VisitCarlsbad to promote tourism and provide services to visitors; and
WHEREAS, Visit Carlsbad has provided two additional public relations proposals
shown at Exhibit 1 and 2; and
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 subject to review and approval and signature of Amendment No. 2 by The
Board of Carlsbad Convention and Visitor Bureau, dba VisitCarlsbad and by the
CTBID General Counsel, the Chairperson is hereby authorized to execute
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Amendment No. 2 to the Agreement between CTBID and Carlsbad Convention and
Visitors Bureau to provide professional services related to tourism promotion.
3. That $125,000 be appropriated from CTBID Fund Balance to Miscellaneous
Professional Services for 2016-17 Public Relations.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the Board of
Directors of the Carlsbad Tourism Business Improvement District on the ~day of
_A~p_r_i_l _____ 2017, by the following vote to wit:
AYES:Stripe, Canepa, Becerra, Samietz, Idris, Malaspina, Sims
NOES:None
ABSENT:None
ATTEST:
BARBJ\RA ENGLESON
Clerk of the
Carlsbad Tourism Business Improvement District
-2-
AMENDMENT NO. 2 TO AGREEMENT WITH CARLSBAD CONVENTION AND VISITORS
BUREAU FOR PROMOTION OF TOURISM AND VISITOR SERVICES
O This Amendment No. 2 is entered into and effective as of the Zi{-th.-day of
\.AV\sU , 2017, amending the agreement dated June 23, 2016 (the
"Agreement") by and between the Carlsbad Tourism Business Improvement District (CTBID), and
Carlsbad Convention and Visitors Bureau doing business as Visit Carlsbad ("Contractor")
(collectively, the "Parties") for tourism and visitor promotion programs and services.
RECITALS
A. On June 23, 2016, the Parties executed the original Agreement for professional
services relating to the promotion of tourism in Carlsbad for the period July 1, 2016 through June
20, 2017; and
B. CTBID chases to fund additional public relations campaigns at a cost of $125,000
which exceeds the amount of the FY 2016-17 contract amount by $125,000; and
C. The Parties desire to alter the Agreement's scope of work to and fee schedule,
which is attached to and incorporated by this reference as Exhibit "A".(the proposal for the
campaigns approved will be included in Exhibit A.
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 additional services described in Exhibit
"A".
2. City will pay Contractor for all work associated with those services described in
Exhibit "A" in an amount not-to-exceed one hundred twenty-five thousand dollars ($125,000).
3. Contractor will begin work described in the attached Exhibit "A" before June 30,
2017 and will complete by November 30, 2017.
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 Attorney Approved Version 9/27/16
1
WAGSTAFF
WORLDWIDE
May 24,2017
Sam Ross
Carlsbad Convention & Visitors Bureau
400 Carlsbad Village Drive
Carlsbad, CA 92008
Re: Letter Agreement for Public Relations Services
Dear Sam:
On behalf of Wagstaff Worldwide, Inc. ("Wagstaff," "our," "us" or "we"), I am pleased to
document through this letter agreement ("Agreement") the terms of our public relations services
for Carlsbad Convention & Visitors Bureau d/b/a Visit Carlsbad ("Carlsbad, Capital of
Kidfomia") ("you," "your" or "Client").
TERM OF SERVICES.
Our services ("Services"), as more fully described below, will be provided for a period of seven
(7) months, beginning on June 1, 2017 ("effective date") and ending on December 31, 2017.
OUR SERVICES.
Our Services to you shall consist of the following campaign activities, to be developed from May
to July, activated for the consumer between August 15 and October 14, and ended by December
31:
"Carlsbad: Capital ofKidifornia" is designed to jump start to the conversation on why kids
(and their parents) love Carlsbad. Through a video, promotions and activities at participating
hotels and venues, we'll engage the kids of Carlsbad and visitors to vote for the city as the
capital of Kidifomia.
The following activities are included in the campaign and the final execution and details for
each will be approved by Visit Carlsbad:
My Vote's for Carlsbad: Guests would be invited to cast their vote #KidsVoteCarlsbad
#Kidifomia through one or more ways:
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May 24,2017
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Online: Development of an online survey to live on VisitCarlsbad.com where kids would be
invited to pick the activities that they most love about the destination. This can be completed by
kids who have visited or want to visit the city.
"Kids Check Out": Visitors to the city would be invited to participate in the survey on an iPad
at participating hotels upon check out or be given a card showing the details of the promotion for
them to carry out on the trip back home.
Invoices: A banner would be created for online invoices, where guests could click on and share
their vote.
Give away: By participating in the survey, kids would indicated the top things they loved most
about their stay with the chance to win a trip back with their families next season.
Mayor ofKidifornia Video: Parents are encouraged to submit video content of their kids stating
their ultimate dream vacation in Carlsbad, referencing Carlsbad as the capital. Visit Carlsbad will
select a winner, naming them the Mayor ofKidifomia, and create that exact vacation, no matter
how absurd the requests.
Social Scavenger Hunt: Orchestrate and execute a #CarlsbadKidifomia social scavenger hunt
contest, including give-aways from influencer accounts featuring kid-friendly hotel packages in
Carlsbad.
Sand "Capitol" Building Contest: To announce the winner of the Mayor of Kidifomia, we
would carry out a sand "capitol" building contest on Carlsbad State Beach, inviting families and
kids to create their idea of the perfect capitol building. The winner of the Mayor of Kidifomia
would have his or her own swearing in ceremony on the beaches of Carlsbad in front of the
winning capitol design.
Key performance indicators to be tracked and reported back by the Agency for this
campaign include:
• Earned media coverage
• Social media coverage
• Total number of "Mayor of Carlsbad, Kidifomia" videos submitted to contest
• Sales of Carlsbad, Kidifomia hotel packages
• Visits to campaign website
Initial
Carlsbad Convention & Visitor's Bureau
May 24,2017
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OUR COMPENSATION AND PAYMENT TERMS.
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Our compensation for our Services is $16,000.00, to be billed in two equal installments upon
start-up and in October, respectively. Your first month's payment of $8,000.00 for our Services
is due upon the signing of this Agreement.
VENDOR EXPENSES AND DIRECT COSTS.
The following maximum costs for individual activations are included in the campaign, all which
must be pre-approved by Visit Carlsbad:
Video Production ($7,000)
Special Events ($7,000)
lnfluencers ($15,000)
Miscellaneous Costs and Social Media Ads ($5,000)
NONSOLICITATION OF OUR EMPLOYEES.
You agree that to the fullest extent permitted by law, during the term of this Agreement and for a
period of one year thereafter, you will not, directly or indirectly, on your own behalf or on behalf
of another person or entity, solicit, divert, or hire any of our employees or former employees who
have been separated from our employment for less than one year. For the same period, you also
agree that you will not induce or invite in any manner any of our employees to leave
employment with us and/or to work with you or your affiliates as an employee, independent
contractor, or through engagement with another person or entity.
TERMINATION.
Either party may terminate this Agreement, or any component of Services (if multiple
components are being provided, such as public relations, social media, and/or creative services),
for any reason three (3) months after the effective start date, and upon sixty (60) days' written
notice from one party to the other party.
OBLIGATIONS UPON TERMINATION.
Upon the termination or expiration of this Agreement, you will promptly pay us any amounts due
and owing, including, without limitation, any unreimbursed business expenses.
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May 24,2017
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INTEREST.
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Any amounts not paid to us within the time periods or dates set forth in this Agreement (time is
of the essence) shall accrue interest at the rate of the lower of 18% per annum or the highest rate
permitted by law.
INDEMNIFICATION.
Each party agrees to defend, indemnify and hold harmless the other party, their employees,
officers, directors, agents and affiliates, against any and all claims, actions, proceedings and suits
and any and all liabilities, losses, damages, settlements, penalties, fines, costs or expenses
(including reasonable attorneys' fees and other litigation expenses) incurred or suffered by the
other party arising out of or relating to any of the following: (a) a breach of this Agreement by a
party; or (b) a party's negligence, gross negligence or willful misconduct.
DISCLAIMER; LIMITATION OF LIABILITY.
Except as otherwise provided herein, we make no representations or warranties of any kind. IN
NO EVENT WILL WE BE LIABLE TO YOU FOR CONSEQUENTIAL, INDIRECT,
INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT.
ASSIGNMENT.
This Agreement is not assignable by either party except with the prior written consent of the
other party.
BINDING EFFECT; SEVERABILITY.
This Agreement shall be binding on the successors and assigns of either party. Should a court of
competent jurisdiction find that any part of this Agreement is unenforceable or invalid, that part
alone shall be severed and the remainder of the Agreement shall remain in full force and effect.
GOVERNING LAW.
This Agreement, and any dispute arising out of or in connection with this Agreement shall be
governed by the laws of the State of California.
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DISPUTE RESOLUTION.
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If a dispute arises between the parties, a meeting or teleconference shall be held promptly
between the parties, attended by individuals with decision-making authority regarding the
dispute, to attempt in good faith to negotiate a resolution of the dispute. The parties agree to
participate in good faith discussions for a period of five ( 5) days. If the parties are not successful
in resolving the dispute through good faith discussions, then the parties agree that the dispute
shall be settled by arbitration in Los Angeles, California. The arbitration shall be conducted in
accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et seq.
There will be only one arbitrator appointed, who shall be a retired or former judge of either the
U.S. District Court for the Central District of California or the California Superior Court. If the
parties are unable to agree upon an arbitrator, the arbitration shall be conducted by JAMS in
accordance with the rules thereof. The arbitrator may only award damages or grant relief or other
remedies that would be available in a court action, subject to the limitation of liability set forth
above. The arbitration award shall be binding upon the parties and a judgment or decree upon the
award may be entered in any court having jurisdiction over the subject matter of the controversy.
The prevailing party (if any) as determined by the arbitrator shall be awarded its reasonable
attorney fees and costs from the non-prevailing party.
COUNTERPARTS; FACSIMILES.
This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered will be deemed an original. Facsimile or scanned signatures shall be as
valid as original signatures.
NOTICES.
To be effective, any notice of other communication under this Agreement must be given to the
other by facsimile and certified mail at the following addresses, which either party may change
upon notice through facsimile or email to the other party:
To Wagstaff:
Wagstaff Worldwide, Inc.
5443 Fountain Avenue
Los Angeles, CA 90029
Facsimile: (323) 871-1171
To Client:
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SEVERABILITY.
Sam Ross
Carlsbad Convention & Visitors Bureau
400 Carlsbad Village Drive
Carlsbad, CA 92008
Facsimile: --------------------------
WAGSTAFF
WORLDWIDE
If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other
provisions herein shall remain in full force and effect.
WAIVER.
Any failure or delay by either party to exercise or partially exercise any right, power or privilege
hereunder shall not be deemed a waiver of any of the rights, powers or privileges under this
Agreement.
ENTIRE AGREEMENT.
This Agreement is the entire agreement between the parties and supersedes all proposals,
representations or prior agreements, oral or written. Except as otherwise provided, this
Agreement may not be modified but for a writing signed by both parties.
CONFIDENTIAL INFORMATION.
Neither party will disclose information of the other that is marked as "Confidential," or should
otherwise reasonably be considered confidential, without the express prior written consent of the
other party; provided, however, you grant us the discretion to use information learned from you
in the course of providing the Services to the best of our ability.
Sincerely,
WAGSTAFF WORLDWIDE, INC.
Gary Knight, Vice President, Administration
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WAGSTAFF
WORLDWIDE
Agreed to and accepted by:
Signed: _______________ _
Printed Name: --------------Title: _______________ _
Wagstafrs Fees and Business Expense
Reimbursement Personally Guaranteed by:
Signed: ______________ _
Printed Name: --------------Title: _______________ _
Initial
May 24,2017
Sam Ross
Carlsbad Convention & Visitors Bureau
400 Carlsbad Village Drive
Carlsbad, CA 92008
WAGSTAFF
WORLDWIDE
Re: Letter Agreement for Public Relations Services
Dear Sam:
On behalf of Wagstaff Worldwide, Inc. ("Wagstaff," "our," "us" or "we"), I am pleased to
document through this letter agreement ("Agreement") the terms of our public relations services
for Carlsbad Convention & Visitors Bureau d/b/a Visit Carlsbad ("Colors of Carlsbad") ("you,"
"your" or "Client").
TERM OF SERVICES.
Our services ("Services"), as more fully described below, will be provided for a period of seven
(7) months, beginning on June 1, 2017 ("effective date") and ending on December 31, 2017.
OUR SERVICES.
Our Services to you shall consist of the following activities to be developed from May to
September 19, activated for the consumer from September 20 to November 6, and ended by
December 31:
"Colors of Carlsbad" is a campaign to put Carlsbad on the map of millennia! travelers as the
idea destination for their social media feeds, offering the best colors for travel in 2017.
By partnering with color experts Pantone and visual analytics company Curalate, we'll put the
city and its many colors on the map for the millennia! traveler.
The following activities are included in the campaign and the final execution and details for
each will be approved by Visit Carlsbad:
September
• "Primary Colors of Travel 20 17" study
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• Carlsbad Color Map
• PR Event with Happier Camper
• Pantone-wheel format press kit
• Beachside Pop Ups
October
• Influencers design & travel
• Color videos
• Color map microsite
• City-wide Partners
November
• Pop Up Carlsbad Village Street Faire
WAGSTAFF
WORLDWIDE
Key performance indicators to be tracked and reported back by the Agency for this
campaign include:
• Earned media coverage
• Social media coverage
• User-generated content using #ColorsofCarlsbad and #PrimaryColorsoffravel hashtags
• Sales of Colors of Carlsbad hotel packages
• Visits to campaign website
• Visits to Beachside and Village Faire Pop Ups
OUR COMPENSATION AND PAYMENT TERMS.
Our compensation for our Services is $15,000.00, to be billed in two equal installments upon
start-up and in October, respectively. Your first month's payment of $7,500.00 for our Services
is due upon the signing of this Agreement.
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VENDOR EXPENSES AND DIRECT COSTS.
WAGSTAFF
WORLDWIDE
The following maximum costs for individual activations are included in the campaign, all which
must be pre-approved by Visit Carlsbad:
Pantone Partnership Fee ($11,000)
PREvent Materials and Press Kit ($5,000)
Video Production (4) ($14,000)
Influencer Activation Fees ($9,000)
Color Map Microsite ($5,000)
Street Marketing (4 Activations) ($12,000)
Miscellaneous Costs and Social Media Advertising ($4,000)
NONSOLICITATION OF OUR EMPLOYEES.
You agree that to the fullest extent permitted by law, during the term of this Agreement and for a
period of one year thereafter, you will not, directly or indirectly, on your own behalf or on behalf
of another person or entity, solicit, divert, or hire any of our employees or former employees who
have been separated from our employment for less than one year. For the same period, you also
agree that you will not induce or invite in any manner any of our employees to leave
employment with us and/or to work with you or your affiliates as an employee, independent
contractor, or through engagement with another person or entity.
TERMINATION.
Either party may terminate this Agreement, or any component of Services (if multiple
components are being provided, such as public relations, social media, and/or creative services),
for any reason three (3) months after the effective start date, and upon sixty (60) days' written
notice from one party to the other party.
0BLIGA TIONS UPON TERMINATION.
Upon the termination or expiration of this Agreement, you will promptly pay us any amounts due
and owing, including, without limitation, any unreimbursed business expenses.
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INTEREST.
WAGSTAFF
WORLDWIDE
Any amounts not paid to us within the time periods or dates set forth in this Agreement (time is
of the essence) shall accrue interest at the rate of the lower of 18% per annum or the highest rate
permitted by law.
INDEMNIFICATION.
Each party agrees to defend, indemnify and hold harmless the other party, their employees,
officers, directors, agents and affiliates, against any and all claims, actions, proceedings and suits
and any and all liabilities, losses, damages, settlements, penalties, fines, costs or expenses
(including reasonable attorneys' fees and other litigation expenses) incurred or suffered by the
other party arising out of or relating to any of the following: (a) a breach of this Agreement by a
party; or (b) a party's negligence, gross negligence or willful misconduct.
DISCLAIMER; LIMITATION OF LIABILITY.
Except as otherwise provided herein, we make no representations or warranties of any kind. IN
NO EVENT WILL WE BE LIABLE TO YOU FOR CONSEQUENTIAL, INDIRECT,
INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT.
ASSIGNMENT.
This Agreement is not assignable by either party except with the prior written consent of the
other party.
BINDING EFFECT; SEVERABILITY.
This Agreement shall be binding on the successors and assigns of either party. Should a court of
competent jurisdiction find that any part of this Agreement is unenforceable or invalid, that part
alone shall be severed and the remainder of the Agreement shall remain in full force and effect.
GOVERNING LAW.
This Agreement, and any dispute arising out of or in connection with this Agreement shall be
governed by the laws of the State of California.
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DISPUTE RESOLUTION.
WAGSTAFF
WORLDWIDE
If a dispute arises between the parties, a meeting or teleconference shall be held promptly
between the parties, attended by individuals with decision-making authority regarding the
dispute, to attempt in good faith to negotiate a resolution of the dispute. The parties agree to
participate in good faith discussions for a period of five ( 5) days. If the parties are not successful
in resolving the dispute through good faith discussions, then the parties agree that the dispute
shall be settled by arbitration in Los Angeles, California. The arbitration shall be conducted in
accordance with the rules set forth in California Code of Civil Procedure Sections 1280 et seq.
There will be only one arbitrator appointed, who shall be a retired or former judge of either the
U.S. District Court for the Central District of California or the California Superior Court. If the
parties are unable to agree upon an arbitrator, the arbitration shall be conducted by JAMS in
accordance with the rules thereof. The arbitrator may only award damages or grant relief or other
remedies that would be available in a court action, subject to the limitation of liability set forth
above. The arbitration award shall be binding upon the parties and a judgment or decree upon the
award may be entered in any court having jurisdiction over the subject matter ofthe controversy.
The prevailing party (if any) as determined by the arbitrator shall be awarded its reasonable
attorney fees and costs from the non-prevailing party.
COUNTERPARTS; FACSIMILES.
This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered will be deemed an original. Facsimile or scanned signatures shall be as
valid as original signatures.
NOTICES.
To be effective, any notice of other communication under this Agreement must be given to the
other by facsimile and certified mail at the following addresses, which either party may change
upon notice through facsimile or email to the other party:
To Wagstaff:
WagstaffWorldwide, Inc.
5443 Fountain Avenue
Los Angeles, CA 90029
Facsimile: (323) 871-1171
To Client:
Initial
Carlsbad Convention & Visitor's Bureau
May 24,2017
Page 6
SEVERABILITY.
Sam Ross
Carlsbad Convention & Visitors Bureau
400 Carlsbad Village Drive
Carlsbad, CA 92008
Facsimile: ____________ _
WAGSTAFF
WORLDWIDE
If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other
provisions herein shall remain in full force and effect.
WAIVER.
Any failure or delay by either party to exercise or partially exercise any right, power or privilege
hereunder shall not be deemed a waiver of any of the rights, powers or privileges under this
Agreement.
ENTIRE AGREEMENT.
This Agreement is the entire agreement between the parties and supersedes all proposals,
representations or prior agreements, oral or written. Except as otherwise provided, this
Agreement may not be modified but for a writing signed by both parties.
CONFIDENTIAL INFORMATION.
Neither party will disclose information of the other that is marked as "Confidential," or should
otherwise reasonably be considered confidential, without the express prior written consent of the
other party; provided, however, you grant us the discretion to use information learned from you
in the course of providing the Services to the best of our ability.
Sincerely,
WAGSTAFF WORLDWIDE, INC.
Gary Knight, Vice President, Administration
Initial
Carlsbad Convention & Visitor's Bureau
May 24,2017
Page 7
WAGSTAFF
WORLDWIDE
Agreed to and accepted by:
Signed: _______________ _
Printed Name: ____________ _
Title: _______________ _
Wagstafrs Fees and Business Expense
Reimbursement Personally Guaranteed by:
Signed: _______________ _
Printed Name: ____________ _
Title: ----------------------
Initial