HomeMy WebLinkAbout2017-08-09; Carlsbad Tourism Business Improvement District; Resolution 2017-71
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. 2017-7
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 2
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 28,
2017 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 an additional public relations proposal shown
at Exhibit A; 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 $75,000 be appropriated from CTBID Fund Balance to Miscellaneous
Professional Services for 201 7-18 Public Relations.
PASS ED, APPROVED, AND ADOPTED at a regular meeting of the Board of
Directors of the Carlsbad Tourism Business Improvement District on the 9th day of
__ A_u_g_u_s_t ____ 20 I 7, by the following vote to wit:
AYES: Chairperson Stripe, Board Members Becerra, Canepa,
Idris,·Malaspina, and Sims
NOES:
ABSENT: Board Member Samietz
ATTEST:
BARBRA 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
This Amendment No. 2 is entered into and effective as of the f ffh day of ~~Q 'Rf\ , 2017, amending the agreement dated June 28, 2017 (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 28, 2017, the Parties executed the original Agreement for professional
services relating to the promotion of tourism in Carlsbad for the period July 1, 2017 through June
20, 2018; and
B. CTBID chooses to fund additional public relations campaigns at a cost of $75,000
which exceeds the amount of the FY 2017-18 contract amount by $75,000; 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
campaign 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 seventy-five thousand dollars ($75,000).
3. Contractor will begin work described in the attached Exhibit "A" before September
1, 2017 and will complete by June
30, 2018.
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
CONTRACTOR
~wood,VisitCarlsbad Chairperson ----«-.-~
CITY OF CARLSBAD, a municipal
corporation of the State of California
ATTEST:
-~ OifB_Cb£.:1 ~ -~ BARARA EI..ESON --,.
Pro Tern Clerk of the CTBID
If required by City, proper notarial acknowledgment of execution by Contractor must be attached.
If a corporation, Agreement must be signed by one corporate officer from each of the following
two groups:
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, General Counsel
BY:_M~._L __
-8-r. Assistant General Counsel
City Attorney Approved Version 9/27/16
2
August 10, 2017
Sam Ross
Carlsbad Convention & Visitors Bureau
400 Carlsbad Village Drive
Carlsbad, CA 92008
EXHIBIT A
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 August 10, 2017 ("effective date") and ending on May 31, 2017.
OUR SERVICES.
Our Services to you shall consist of the following activities to be developed from August 10, 2017
to February 26, 2018, activated for the consumer from February 27, 2018 to May 7, and ended by
May 31, 2018:
"Colors of Carlsbad" is a campaign to put Carlsbad on the map of millennial travelers as the idea
destination for their social media feeds, offering the best colors for travel in 2018.
By partnering with color experts Pantone and a visual analytics company, we'll put the city and its
many colors on the map for the millennial traveler.
The following activities are included in the campaign and the final execution and details for
each will be approved by Visit Carlsbad:
July/ August
• Confirmation partners (Hotels, Pantone, Olapic, Happier Camper, Carlsbad Car Country)
• Secure February presentation date and reserve beach location with State Parks and Cape
Rey Carlsbad
Initial
Carlsbad Convention & Visitor's Bureau
August 10, 2017
Page 2
September
• Olapic carries out colors study
WAGSTAFF
WORLDWIDE
• Define creative development of campaign collateral and planning for videos
• Secure permits for street marketing pop-ups
• Pitch to long lead media using quotes form Pantone and Olapic
October
• Pantone carries out study and color analysis
• Creation color map
• Planning PR event
• Design press kit
• Selection and confirmation activities of influencers
• Media pitching online, print
November/December
• Hotels and partners create colors packages
• Media pitching online, print
January
• Hotels and partners share their final colors packages
• Development street marketing activities
• Production press kit
• Media pitching online, print
February
• Production videos
• Development of social media content calendar
• Invites media FAM
• Development street marketing activities
• Media and influencers launch event (Feb 27)
• Media pitching online, print
March/ April
• Influencers visits and media pitching
• Seeding videos
• Street marketing in LA, OC and SD
• Media pitching online, dailies, broadcast
May
•
•
•
Pop up at Carlsbad Village Street Faire
Campaign wrap up
Media pitching online, dailies, broadcast
Initial
Carlsbad Convention & Visitor's Bureau
August 10, 2017
Page 3
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 February, respectively. Your first month's payment of $7,500.00 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:
Pantone Partnership Fee ($11,000)
PR Event 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.
Initial
Carlsbad Convention & Visitor's Bureau
August 10, 2017
Page 4
TERMINATION.
WAGSTAFF
WORLDWIDE
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.
INTEREST.
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.
Initial
Carlsbad Convention & Visitor's Bureau
August 10, 2017
Page 5
BINDING EFFECT; SEVERABILITY.
WAGSTAFF
WORLDWIDE
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.
DISPUTE RESOLUTION.
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.
Initial
Carlsbad Convention & Visitor's Bureau
August 10, 2017
Page 6
NOTICES.
WAGSTAFF
WORLDWIDE
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:
SEVERABILITY.
Sam Ross
Carlsbad Convention & Visitors Bureau
400 Carlsbad Village Drive
Carlsbad, CA 92008
Facsimile: -------------
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.
Initial
Carlsbad Convention & Visitor's Bureau
August 10, 2017
Page 7
CONFIDENTIAL INFORMATION.
WAGSTAFF
WORLDWIDE
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
Agreed to and accepted by:
Signed: _______________ _
Printed Name: --------------Title: -----------------
Wagstaff's Fees and Business Expense
Reimbursement Personally Guaranteed by:
Signed: _______________ _
Printed Name: --------------
Title: -----------------
Initial