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HomeMy WebLinkAbout2020-05-06; Carlsbad Tourism Business Improvement District; ; Approve Agreement between CTBID and the Carlsbad Convention and Visitors BureauApprove Agreement between CTBID and the Carlsbad Convention and Visitors Bureau CTBID STAFF GENERAL COUNSEL AB# 05-20-191 MTG. 5-6-20 CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT AGENDA BILL RECOMMENDED ACTION: 1. Adopt a resolution authorizing the Chairperson to enter into an agreement between the Carlsbad Tourism Business Improvement District (CTBID) and the Carlsbad Convention and Visitors Bureau (CCVB) for tourism promotion services for the period July 1, 2020 through June 30, 2021. ITEM EXPLANATION: Since the inception of the Carlsbad Tourism Business Improvement District (CTBID), the CTBID Board has contracted with Carlsbad Convention and Visitors Bureau, 501(c)(6) corporation (dba Visit Carlsbad), to provide tourism marketing services for the CTBID. The scope of those services have included operation of the visitor center, web site development and administration, print and internet advertising, public relations and various other tourism marketing activities identified in the contract. The Visit Carlsbad Board develops the scope of work and presents it to the CTBID Board for approval along with the proposed budget for the work, which is then included in the CTBID annual budget. At the April 8 CTBID Board meeting, Visit Carlsbad presented to the CTBID Board its proposed program of work and budget for fiscal year 2020-21. Based on its review and discussion of the budget, the CTBID Board directed staff to bring back the contract for approval and to include funding for the contract in the CTBID's 2020-21 budget. Following discussion, if the Board would like Visit Carlsbad to provide promotional and tourism marketing services for fiscal year 2020-21, as outlined in the contract, the CTBID Board should adopt the resolution in Exhibit 1. FISCAL IMPACT: For the fiscal year 2020-21, projected revenues for the CTBID are estimated at $800,000. The total payment for this contract for this twelve-month period is $800,000. The CTBID's reserves as of July 1, 2020, are estimated to be $529,000. 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 Guidelines 15378(b)(5).) EXHIBITS: 1. Resolution authorizing the Chairperson to enter into an agreement between the CTBID and the CCVB for tourism promotion services for the period July 1, 2020 through June 30, 2021. 1A. Agreement for promotion of tourism and visitor services Carlsbad Convention and Visitors Bureau. DEPARTMENT CONTACT: Cheryl Gerhardt, 760-602-2468, cheryl.cierhardtcarlsbadca.gov DocuSign Envelope ID: 500A3257-6855-4B5C-B1E4-2EDB91F7C1CA RESOLUTION NO. 2020-1 RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT AUTHORIZING THE CHAIRPERSON TO EXECUTE AN AGREEMENT WITH THE CARLSBAD CONVENTION AND VISITORS BUREAU FOR TOURISM PROMOTION SERVICES WHEREAS, on November 15, 2005, the City Council of the City of Carlsbad adopted Ordinance No. NS-778 enacting Chapter 3.37 of the Carlsbad Municipal Code and 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 (Board) of the CTBID to conduct the business of the CTBID in the time, place and manner that best suits the needs of the Board, 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 with the ability to contract for services necessary to carry out the purpose of the CTBID; and WHEREAS, the Board has determined that it is in the best interest of the CTBID to promote tourism and provide services to visitors to the City of Carlsbad through the use of agencies that currently exist in the community to provide these services; and WHEREAS, the Board has determined that the Carlsbad Convention and Visitors Bureau (Bureau) possesses the necessary skills to provide services related to the promotion of tourism; and WHEREAS, the Bureau has agreed that the Bureau's Board of Directors will not be changed without approval of the CTBID Board during the term of the contract; and WHEREAS, the Bureau has agreed to provide tourism services under the terms and conditions of the attached agreement (Exhibit 1A) for the term July 1, 2020 through June 30, 2021, DocuSign Envelope ID: 500A3257-B855-4B5C-B1E4-2EDB91F7C1CA 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 of the CTBID General Counsel, and the contract's execution by the Bureau, the Chairperson is authorized to execute the attached agreement (Exhibit 1A) between the CTBID and the Bureau to provide professional services related to tourism promotion. 3. That the CTBID Board understands that the current five directors with two vacancies of the Bureau's Board are: Rob Stirling, Cape Rey Carlsbad, a Hilton Resort Christine Davis, Carlsbad Village Business Association Julie Pastor, LEGOLAND California Troy Wood, Park Hyatt Aviara Resort Michelle Zwirek, Omni La Costa Resort Vacant Vacant The Bureau has agreed that the Bureau's Board will not be changed without approval of the CTBID Board during the term of the contract. DocuSign Envelope ID: 50DA3257-B855-4B5C-B1E4-2EDB91F7C1CA PASSED, APPROVED, AND ADOPTED at a regular meeting of the Board of Directors of the Carlsbad Tourism Business Improvement District on the 6th day of May 2020, by the following vote to wit: AYES: Stripe, Canepa, Rauch, Gray, Hughes, Chapin NOES: None. ABSENT: None. 17‘41 TIM STRIPE Chair ATTEST: —1; ornez DepD c1 */- BARBARA ENGLESON 4 9 Pro Tern Clerk of the Carlsbad Tourism Business Improvement District EXHIBIT 1A AGREEMENT FOR PROMOTION OF TOURISM AND VISITOR SERVICES CARLSBAD CONVENTION AND VISITORS BUREAU THIS AGREEMENT is made and entered into as of the 15 day of June , 2020, by and between the Carlsbad Tourism Business Improvement District (CTBID), and the Carlsbad Convention and Visitors Bureau, a non- profit, private organization ("Contractor"). RECITALS A. CTBID requires the professional services of a contractor that is experienced in tourism and visitor promotion programs and services. B. Contractor has the necessary experience in providing professional services and advice related to the promotion of tourism in Carlsbad. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to CTBID and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CTBID and Contractor agree as follows: 1. SCOPE OF WORK CTBID retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date July 1, 2020 through June 30, 2021. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. CTBID Attorney Approved Version #05.06.08 1 DocuSign Envelope ID: 7534FE2E-2940-4ADB-B9EE-OEDD1E5BCOCE 5. COMPENSATION The total not to exceed fee payable for the Services to be performed during the initial Agreement term shall not exceed Eight Hundred Thousand dollars ($800,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The CTBID reserves the right to withhold a ten percent (10%) retention until CTBID has accepted the work and/or Services specified in Exhibit Compensation will be made in twelve (12) monthly installments of Sixty Thousand Six Hundred Sixty-Six dollars ($66,666) each month for a not to exceed amount of $800,000 as detailed in the attached Exhibit A to this Agreement. The first installment shall be payable in the first full week of July 2020. Subsequent installments shall be paid in the first full week of each month, through the term of this Agreement. Subsequent installments will be adjusted based on the approved actual expenses from the prior month. Adjustments to pay dates may be necessary due to the cash balance in the fund. The CTBID reserves the right to terminate or reduce funding levels outlined in the Agreement in the event of CTBID revenue reductions. Recommended deductions will be reported to the CTBID Board who shall determine the modified funding level. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CTBID. Contractor 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 Contractor to provide services under this Agreement will not be considered employees of CTBID for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CTBID will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CTBID will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor 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 Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the CTBID's election, CTBID may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CTBID. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CTBID for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for CTBID Attorney Approved Version #05.06.08 2 cl ID: 7534FE2E-2940-4ADB-B9EE-OEDD1E5BCOCE the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CTBID. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CTBID. 8. OTHER CONTRACTORS The CTBID reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CTBID and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CTBID incurs or makes to or on behalf of an injured employee under the CTBID's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless CTBID Attorney or CTBID Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CTBID, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will CTBID Attorney Approved Version #05.06.08 3 DocuSign Envelope ID: 7534FE2E-2940-4ADB-B9EE-OEDD1E5BCOCE obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. • 10.1.1 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. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CTBID). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CTBID's satisfaction, a declaration stating this. 10.1.4 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 five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The CTBID will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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 CTBID sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CTBID's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CTBID. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CTBID will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CTBID to obtain or maintain insurance and CTBID may collect these payments CTBID Attorney Approved Version #05.06.08 4 DocuSign Envelope ID: 7534FE2E-2940-4ADB-B9EE-OEDD1E5BCOCE from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CTBID reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CTBID during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CTBID. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CTBID. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CTBID and Contractor relinquishes all claims to the copyrights in favor of CTBID. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CTBID and on behalf of Contractor under this Agreement. For CTBID: Cheryl Gerhardt CTBID Staff City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 Phone No. 760-602-2468 For Contractor: Mark Rudyk Director of Marketing and Communications Visit Carlsbad 400 Carlsbad Village Drive Carlsbad, CA 92008 Phone No. 949-415-9569 5 CTBID Attorney Approved Version #05.06.08 DocuSign Envelope ID: 7534FE2E-2940-4ADB-139EE-OEDD1E5BCOCE 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. RESERVED 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor 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 Contractor 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 Contractor 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 CTBID Board. The CTBID Board 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 CTBID Board will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. CTBID Attorney Approved Version #05.06.08 6 DocuSign Envelope ID: 7534FE2E-2940-4ADB-B9EE-OEDD1E5BCOCE 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CTBID may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CTBID decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CTBID may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CTBID and all work in progress to CTBID address contained in this Agreement. CTBID will make a determination of fact based upon the work product delivered to CTBID and of the percentage of work that Contractor has performed which is usable and of worth to CTBID in having the Agreement completed. Based upon that finding CTBID will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CTBID, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CTBID. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CTBID will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CTBID will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CTBID must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CTBID, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CTBID seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on CTBID Attorney Approved Version #05.06.08 7 DocuSign Envelope ID: 7534FE2E-2940-4ADB-B9EE-OEDD1E5BCOCE any public work or improvement for a period of up to five (5) years. Contractor 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. This Agreement shall be interpreted pursuant to the laws of the State of California. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CTBID and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor 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. III //I CTBID Attorney Approved Version #05.06.08 8 DocuSign Envelope ID: 7534FE2E-2940-4ADB-B9EE-OEDD1E5BCOCE 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR Carlsbad Tourism Business Improvement District *By: 1io oL Troy Wood, Visit Carlsbad Chairperson **By: gOlf cfikitAi Rob Stirling, Visit Carlsbad Vice-Chair By: gri. Tim Stripe, CTBIDBoard Chair ATTEST: For Barbara Engleson Clerk of CTBID If required by CTBID, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel to CTBID By: Cit,Lett, 114414.4.10i4, Assistant General Counsel CTBID Attorney Approved Version #05.06.08 9 EXHIBIT A carlsbad Scope of Services 1. Visit Carlsbad' Board appointments and reappointments will be approved by the CTBID Board. 2. Provide monthly reports to the CTBID's which shall include: a. An accounting of funds spent by the program in a format approved by the CTBID Board. b. Minutes from Visit Carlsbad Board meetings c. Smith Travel Research data which includes key competitive markets d. Group Sales i. Number of leads generated and sent out to hotels ii. Number of leads converted to definite iii. Trade shows attended and number of contacts and leads made e. Digital Marketing i. Campaigns run including dates and cost, result stats ii. Number of bookings made iii. Number of emails sent iv. Website traffic & important KPI's, Social Media activity v. Other measurements as identified during the year f. Visitor Center i. Number of visitors US and foreign ii. Number of emails from Contact us on website iii. Number phone calls iv. Number lodging referrals v. Number of volunteer hours g. Other items as identified by the CTBID Board during the year 3. Allocation of the Visit Carlsbad unspent funds shall be determined by the CTBID Board. 4. Review CTBID grant applications with Visit Carlsbad Board and make funding recommendations to the CTBID Board. 5. Develop a program of work that focuses on driving demand in the leisure and group market segments. The Visit Carlsbad Board will approve and oversee the program of work and corresponding budget allocations which are included at the end of the scope. Outcomes on number of leads generated and number of room nights booked will be tracked, when possible. EXHIBIT A 6. Continue to develop a Group Sales component that is primarily focused on lead generation and where possible share leads with all eligible Carlsbad hotel properties. a. Attend tradeshows and track number of leads by tradeshow. b. Implement Group Incentive Program. c. Utilize additional funds for Coronavirus Group Sales Recovery efforts. 7. Prioritize and develop market intelligence on the leisure travel segment. 8. Primarily focus on VisitCarlsbad.com as the primary distribution channel for new business opportunities for those CTBID properties' and Carlsbad tourism suppliers & businesses. a. Partner with local tourism service providers to develop new products or packages consistent with the current market demand for special offers. b. Develop visitor-relevant content. c. Work & develop website development to increase efficiency and usability of website d. Work with digital agency to increase search engine optimization for organic google/search rankings e. Schedule, create and post monthly blog content posts on site f. Promote events & offers on website and other digital outlets 9. Manage yearly Search Engine Marketing PPC/Display campaigns, working with digital agency vendor of record. 10. Manage monthly consumer email campaigns, database & Adhoc email requests 11. Internally monitor & create social media posts & campaigns 12. Develop creative assets & needs, including video, digital banners & advertisements. 13.Work with media opportunities to promote the destination. a. Host travel writers, bloggers, and influencers. b. Coordinate media FAMs in partnership with CTBID properties, and local tourism suppliers. 14. Manage the visitor center, visitor collateral, including: a. Service visitor walk-ins with local/regional tourism information. b. Collect geographical data from walk-in visitors. c. Refer visitors to local tourism service providers. 15. Develop partnerships and co-op opportunities with CTBID properties and local tourism suppliers. a. Conduct regular Marketing Committee & Group Sales Committee meetings with hotel and business entities. 16. CTBID board will participate in any selection and approval of outside vendors who will perform services for Visit Carlsbad pursuant to this Agreement. EXHIBIT A I Visit Carlsbad is the dba to be used by the Carlsbad Convention and Visitors Bureau. CTBID properties are the hotels and timeshares assessed by the CTBID. 116;carlsbad INCOME Public Sources Actual DMO FY20 Budget Actual to Date FY20 Budget Budget v. Actual Variance Proposed CTBID FY21 Budget DMO $ Chng btwn FY20 and FY21 DMO % Chng btwn FY20- FY21 CTBID Revenues 1,213,000 894,243 (318,757) 800,000 (413,000) -34% (1) TOTAL INCOME $1,213,000 $894,243 ($318,757) $800,000 (413,000) -34% (2) EXPENSE LABOR Salaries Officers 102,439 120,923 18,484 (102,439) -100.0% Direct Labor Visitor Services Mgr 39,566 29,703 (9,863) 39,566 0 0.0% Visitor Services Coord. 11,459 6,231 (5,228) 11,459 0 0.0% Volunteer - Paid 1,195 868 (327) 1,195 0 0.0% Director of Marketing/Interim ED 84,460 63,407 (21,053) 95,000 10,540 12.5% Director of Group Sales 86,909 75,245 (11,664) 86,909 (0) 0.0% Sales Coordinator - Part Time 6,096 2,202 (3,894) (6,096) -100.0% Direct Labor - Total $229,685 $177,656 ($52,029) $234,129 4,444 1.9% Employee Benefits 60,000 39,991 (20,009) 42,000 (18,000) 30.0% Works Comp 4,000 2,306 (1,694) 4,000 0 0.0% Payroll Taxes 28,200 26,053 (2,147) 20,000 (8,200) -29.1% Group Sales Bonus 10,000 (10,000) 10,000 0 0.0% Total Labor $434,324 $366,929 ($67,395) $310,129 (124,195) -28.6% PROMOTIONAL PROGRAMS Advertising & Production Winter/Spring Ad Campaign 156,000 65,530 (90,470) (156,000) -100.0% (3) Fall Ad Campaign Total Advertising Campaigns $156,000 $0 Research 10,000 6,222 (3,778) 10,000 0 0.0% Outside Svcs-Digital Mktg 250,000 177,015 (72,985) 250,000 0 0.0% Outside Svcs-Public Relations 115,000 82,876 (32,124) - (115,000) -100.0% (4) Outside Svcs-Website Maintenance - PR Integrated Campaigns - 0 4IDIV/0! Total Outside Services $365,000 $259,891 ($105,109) $250,000 (115,000) -31.5% Travel & Entertainment 10,000 2,728 (7,272) 6,000 (4,000) -40.0% Dues & Subscription 9,000 10,644 1,644 10,000 1,000 11.1% Collateral Prod. & Fulfillment 2,000 1,038 (962) 2,000 0 0.0% Public Relations Events 15,000 9,513 (5,487) 10,000 (5,000) -33.3% Total Promotional Programs $567,000 $355,566 ($211,434) $288,000 (279,000) -49.2% FY21 Proposed Budget +.0441 116; carlsbad GROUP DIRECT SERVICES Actual DMO FY19 Budget Actual to Date FY19 Budget Proposed DMO FY19 Budget Proposed CTBID FY20 Budget DMO $ Chng btwn FY19 and FY20 DMO % Chng btwn FY19- FY20 Technology 9,000 8,838 (162) 9,000 0.0% Memberships/Dues 1,000 934 (66) 2,621 1,621 162.1% Group Incentive 50,000 32,000 (18,000) 50,000 0.0% Coronavirus Rebound Sponsorship 40,000 Sponsorship/Partnership* 19,000 17,250 (1,750) 20,000 1,000 5.3% Marketing/Advertising 10,000 16,584 6,584 5,000 (5,000) -50.0% Meeting Planner FAMs 27,000 1,090 (25,910) (27,000) -100.0% Site Inspections 5,000 3,471 (1,529) 5,000 0 Total FAM/Site Visits 4,561 Travel & Entertainment 10,000 3,605 (6,395) 10,000 0 0.0% Tradeshows 50,000 60,397 10,397 35,000 (15,000) -30.0% Group Direct Services - Total $181,000 $144,169 ($36,831) $176,621 (4,379) -2.4% GENERAL ADMINISTRATIVE Bank Charges 500 (500) 500 0 0.0% Equipt. Rental & Maint. 3,200 2,195 (1,005) 1,000 (2,200) -68.8% Facility Repair & Maint. 300 (300) 500 200 66.7% General Liability Ins. 1,000 942 (58) 1,000 0 0.0% Office Supplies 2,000 741 (1,259) 2,000 0 0.0% Postage 100 15 (85) 100 0 0.0% Taxes 150 (150) 150 0 0.0% Telephone 10,000 6,201 (3,799) 10,000 0 0.0% Professional Services 7,000 29,825 22,825 3,500 (3,500) -50.0% Volunteer Program 1,000 1,259 259 500 (500) -50.0% Miscellaneous 1,026 697 (329) 1,000 (26) -2.5% Utilities 2,400 1,920 (480) 3,000 600 25.0% Computer Expense 2,000 (2,000) 2,000 0 0.0% Office/General Admin Exp Total G&A $30,676 $43,795 $13,119 $25,250 (5,426) -17.7% Unapplied Cash Bill Pymt Exp $0 TOTAL EXPENSE $1,213,000 $910,459 ($302,541) SRnn nnn (413,000) -34.0% OVERAUNDER) (0) 16,216 (0) NOTES: 1 Budget for 40% reduction in revenues 20/21 2 800K Budget based on 150K reserve 3 Eliminated 156K Spring Campaign 4 Eliminated outside PR retainer 5 Create additional Group Sales fund to help wil recovery of GS market and bookings to help incentivise (5) FY21 Proposed Budget FY2021 --PROGRAM of WORK for LEISURE MARKETING and GROUP SALES - DRAFT VISIT CARLSBAD Timing VC Strategy and Tactics Q1 Q2 Q3 Q4 Budget Comments Manage digital marketing agency and Social Media V V V V 250,000 Digital Marketing PPC, navtive, programmatic, display, email, SE0 Lead Generation for Meetings Market and Events V V V V 176,621 Group Direct and Events Group leads/site visits/FAMs/marketing/tradeshows Develop two advertising campaign - Fall/Winter '19 V V V V 0 Advertising Campaign Manage Public Relations Program of Work V V V V 0 Public Relations Including PR events/programs, media FAMs, active pitching Travel and FAM costs: Approximately 12 national media trips V V V V 10,000 In-house 12 drive market travel vouchers, 1 national trip for deskside meetings Partnerships &subscriptions with regional/national tourism orgs. V V V V 10,000 In-house Association memberships Prioritize and develop market intelligence on the leisure travel segment V V V 10,000 STR Report STR subscription and Carlsbad Visitor Profile Travel 84 Entertainment V V V V 6,000 Manage visitor publications and fulfillment V V V V 2,000 Visitor center maps TOTAL MARKETING/SALES PROGRAM OF WORK $464,621 DMO FY2021 Budget DRAFT