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HomeMy WebLinkAbout2017-04-13; Carlsbad Tourism Business Improvement District; Resolution 2017-11 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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: Initial Carlsbad Convention & Visitor's Bureau May 24,2017 Page2 WAGSTAFF WORLDWIDE 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 Page 3 OUR COMPENSATION AND PAYMENT TERMS. WAGSTAFF WORLDWIDE 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. Initial Carlsbad Convention & Visitor's Bureau May 24,2017 Page4 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. Initial Carlsbad Convention & Visitor's Bureau May 24,2017 Page 5 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 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: 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 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 Initial Carlsbad Convention & Visitor's Bureau May 24,2017 Page2 • 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. Initial Carlsbad Convention & Visitor's Bureau May 24,2017 Page 3 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. Initial Carlsbad Convention & Visitor's Bureau May 24,2017 Page4 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. Initial Carlsbad Convention & Visitor's Bureau May 24,2017 Page 5 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