HomeMy WebLinkAbout2010-05-18; Carlsbad Tourism Business Improvement District; 05-10-56; Approve Agreement Between CTBID and CCVBCARLSBAD TOURISM
BUSINESS IMPROVEMENT DISTRICT
AGENDA BILL
AB# 05-10-56 Approve Agreement between CTBiD
and tlie Carisbad Convention and
Visitors Bureau
CTBID STAFF
MTG. 5-18-10
Approve Agreement between CTBiD
and tlie Carisbad Convention and
Visitors Bureau
GENERAL
COUNSEL ^i:^^
DEPT. Finance
Approve Agreement between CTBiD
and tlie Carisbad Convention and
Visitors Bureau
RECOMMENDED ACTION:
1. Adopt Resolution No. 2010-2 approving an agreement between the Carisbad Tourism
Business Improvement District (CTBID) and the Carisbad Convention and Visitors Bureau
(CCVB) for tourism promotion services for the period July 1, 2010 through June 30, 2011.
2. Consider a request for $12,000 in additional funding from VisitCarlsbad.
3. If additional funding is approved, amend the contract on its face to include additional
funding; and, direct staff to amend the CTBID Annual Report to include the additional
funding.
ITEM EXPLANATION:
Last fiscal year, a newly formed Destination Marketing Organization ("DMO") with a new
executive director and a new 2009-2010 Business Plan and Budget was hired by the CTBID to
provide tourism marketing services for Carisbad. The new DMO is the Carisbad Convention and
Visitors Bureau 501 C-6 corporation. The DMO has a new look and feel with new visuals, an
enhanced Internet strategy, and many other components. It functions under the name
VisitCarlsbad.
At the April 29, 2010 CTBID Board meeting, Sam Ross, Executive Director of VisitCarisbad,
presented its 2010-11 budget request and program of work. The CTBID Board directed staff to
prepare a contract with VisitCarisbad for adoption at its May 18*^^ Board meeting. Since that
meeting, the VisitCarisbad Board has identified a need for additional funding. Attached as Exhibit
1 is a letter from Bob Moore, VisitCarisbad Board Chair, requesting an additional $12,000 be
added to the amount originally requested. The Board should consider the request and if
approved, direct staff to amend the contract to include the additional request.
Following discussion, if the Board would like VisitCarisbad to provide promotional and tourism
marketing services for 2010-11 as outlined in the contract, the CTBID Board should adopt the
attached resolution.
DEPARTMENT CONTACT: Cheryl Gerhardt, 760-602-2417, chervl.aerhardt@carisbadca.aov
FOR CITY CLERKS USE ONLY.
•
BOARD ACTION: APPROVED
•
CONTINUED TO DATE SPECIFIC •
DENIED • CONTINUED TO DATE UNKNOWN •
CONTINUED • RETURNED TO STAFF •
WITHDRAWN • OTHER-SEE MINUTES •
AMENDED •
FISCAL IMPACT:
For fiscal year 2010-11, projected revenues for the CTBID are estimated at $801,000. The total
payment for this contract for this twelve-month period is $744,582.
ENVIRONMENTAL IMPACT:
This action does not approve any projects that will have a physical adverse affect on the
environment so it falls within the general rule under CEQA that this is not a project (CEQA
Regulation 153789(b)).
EXHIBITS:
1. Letter dated May 13*^ from Bob Moore requesting an additional $12,000 in funding from
VisitCarlsbad.
2. Resolution No. 2010-2 authorizing the Chairperson to enter into agreement between the
CTBID and the CCVB for tourism promotion services for the period July 1, 2010 through
June 30, 2011.
\/iS/T^ . . EXHIBIT 1
carisbad
May 13, 2010
Mr. Tim Stripe
Vice Chairman
Carisbad Tourism Business Improvement District
City of Carisbad
1635 Faraday Ave.
Carisbad, CA 92008
Dear Tim,
The Visit Carisbad Board of Directors kindly requests an additionai line item be
added to the Carisbad Tourism Business Improvement District budget for FY
2011.
This new line item will cover the six month costs of consulting services
provided by Ms. Christine Shimasaki's company, 2Synergize, Inc, see
attached scope of services. The line item cost being requested is $12,000.
The second half of Ms. Shimasaki's contract will be paid for by Visit Carisbad.
Thank you for your consideration.
Sincerely,
Bob Moore
Chairman
Visit Carisbad
Lit;;-v.:.;;.q
2Synergize, Inc.
Scope of Services
2Synergl2e, Inc., If s principal Christine Shimasaki, by virtue of her extensive experience In destination
marketing, the hospitality industry, and destination marketing organizations, is uniquely qualified to
provide marketing and other consulting services to VisitCarlsbad forthe 2010-11 budget year.
The scope of services proposed to be delivered by ZSynergize, Inc. and specifically Christine ShImasakI
includes, but not limited to the following key deliverables:
1. Monitor the execution of the action plan by VisitCarisbad's executive director and advise on
adjustments to the program of work, depending upon performance measures and results.
2. Mentor the VisitCarlsbad executive director through regularly scheduled meetings to maximize
the CTBID's investment in the DMO.
3. Assist VisitCarlsbad executive director In capitalizing on Destination Marketing Association
International's (DMAI) empowerMINT.com meeting industry initiative with direct mail and
merchandising of special offers for the group hotels of Carisbad.
4. Upon request, provide consulting services to the VisitCarisbad Board of Directors on sales and
marketing strategies for Carlsbad.
5. Assist with the supervision and monitoring of the interactive agency's program of work.
6. Develop VisitCarlsbad best practices in governance and measures of performance by following
the industry standards. This includes performance reporting for marketing, establishing board
policy manuals, and processes to ensure the DMO is operating at the highest level of efficiency.
7. Assist in the preparation and development of VisitCarisbad's 2011-12 business plan, inclusive of
sales and marketing strategies and budget
8. 2Synergize, Inc. to meet with and report to the CTBID Board, orally and/or in writing, at the
request of the CTBID Board.
9. 2Synergize, Inc. services will be $2,000 per month and consist of a maximum of 10 hours per
month, at the rate of $200 per hour; to be billed monthly.
5/11/2010 Shimo to Cheryl
0
EXHIBIT 2
RESOLUTION NO. 2010-2
2 RESOLUTION OF THE BOARD OF DIRECTORS OF THE
CARLSBAD TOURISM BUSINESS IMPROVEMENT
DISTRICT, AUTHORIZING THE CHAIRPERSON TO
EXECUTE AGREEMENT WITH THE CARLSBAD
CONVENTION AND VISITORS BUREAU (CCVB)
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WHEREAS, The City Coimcil ofthe City of Carisbad 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 ofthe CTBID to
conduct the business ofthe CTBID in the time, place and manner that best suits the needs of the
Board of Directors ofthe CTBID, subject to the control of federal, state and local laws goveming
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
WHEREASj the Board of Directors of the CTBID has determined that it is in the best
interest of the District 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 of Directors has determined that the Carlsbad Convention and
Visitors Bureau (CCVB) possesses the necessary skills to provide services related to the
promotion of tourism; and
WHEREAS, the CCVB intends to obtain all necessar\' documents to do business as
VisitCarlsbad; and
WHEREAS, the CCVB has revised its Bylaws to reduce the number of directors on its
Board to Seven; and
WHEREAS, the CCVB has agreed that the initial Board of Directors will not be changed
without approval of the CTBID Board during the term ofthe contract; and
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WHEREAS, the CCVB has agreed to provide tourism services under the terms and
condhions of the agreement attached hereto for the term July 1,2010 through June 30,2011,
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors ofthe Carlsbad
Tourism Business Improvement District, as follows:
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That the above recitations are true and correct.
That subject to review and approval ofthe CTBID General Counsel, the Chairperson
is hereby authorized to execute the attached agreement. Exhibit 1, between the
CTBID and the CCVB to provide professional services related to tourism promotion.
That the CTBID Board understands that the current seven directors ofthe CCVB
Board are:
Jason Durbin, Sheraton Carlsbad Resort & Spa
Rob Sapp, Four Seasons Resort Aviara
Robert Moore, Hilton Garden Inn, Carlsbad Beach
Kim Akers, West Inn & Suites
Peter Kock, LEGOLAND California
Denise Chapman, La Costa Resort & Spa
Saeed Hosseni, Hilton Homewood Suites
The CCVB has apeed that the Board of Directors will not be changed without
approval of the CTBID Board during the term of the contract
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PASSED, APPROVED, AND ADOPTED at a regular meeting ofthe Board of
Directors of the Carlsbad Tourism Business Improvement District on the / ?^ dav of
2010, by the following vote to mt:
AYES: ^rCpj^, Oc^h^a, |4r^UJa^-^^^ (rcu^ucJ^)fn^(^nn '^C;6n,^
NOES: IVT(n-cu
ABSENT. ^iLdJLrrc^.
ATTEST:
TIM STRIPE
Vice-Chair
jWOpD
irk
Carisbad Tourism Business Improvement District
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EXHIBIT 1
AGREEMENT FOR PROMOTION OF TOURISM AND VISITOR SERVICES
CARLSBAD CONVENTION AND VISITORS BUREAU
THIS AGREEMENT is made and entered into as of the day of
, 20 , by and between the Carisbad Tourism Business
Improvement District (CTBID), and the Carisbad Convention and Visitors Bureau,
("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 Cartsbad.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashbn.
D. Contractor has submitted a proposal to CTBID and has affinned 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 perfomi, 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 perfomiing the Services, Contractor will exercise the reasonable professtonal
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southem Califomia 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, 2010 through June 30.2011.
4. TIME IS OF THE ESSENCE
Time is ofthe essence for each and every provision of this Agreement
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5. COMPENSATION
The total fee payable for the Services to be perfonmed during the initial Agreement tenn
will be Seven Hundred Fourty Four Thousand Five Hundred Eighty Two dollars
($744,582). No other compensation for the Services will be allowed except for items
covered by subsequent amendments to this AgreemenL The CTBID reserves the right
to withhold a ten percent (10%) retention until CTBID has accepted the woric and/or
Services specified In Exhibit "A".
Compensation will be made in twelve (12) monthly installments of Sixty Two Thousand
Fourty Nine dollars ($62,049) each month for a total of $744,582 as detailed In the
attached Exhibit A to this Agreement. The first installment shall be payable in July
2010. Subsequent installments shall be paid monthly, through the term of this
Agreement.
The CTBID reserves the right to tenminate or reduce funding levels outlined in the
Agreement in the event of CTBID revenue reductions. Recommended deductions will
be reported t to the CTBID Board who shall detemfiine 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 woricers' 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 the acts and omissions of persons directly employed by C^ontractor. Nothing
contained in this Agreement will create any contractual relationship between any
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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 temis of this Agreement applicable to Contractor's wori< 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 hamnless the CTBID and its officers, officials,
employees and volunteers from and against ail claims, damages, losses and expenses
including attomeys fees arising out of the perfomiance 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 tie liable.
The parties expressly agree that any payment, attomey's fee, costs or expense CTBID
incurs or makes to or on Ijehalf of an injured employee under the CTBID's self-
administered woricers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or eariy
tennination of this Agreement,
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against daims for injuries to persons or damage to property
which may arise out of or in connection with perfomiance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance canrier admitted and authorized to do business in the
State of Califomia. The insurance canrier is required to have a cun-ent Best's Key Rating
of not less than "A-:Vir. OR with a surplus line insurer on the State of Califomia'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
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
CTBID Attorney Approved Version #05.06.08
10.1.1 Commercial General Liabilitv 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 woric under this Agreement or the general aggregate will be twice the
required per occun'ence limit.
10.1.2 Automobile Liabilitv (if the use of an automobile is involved for
Contractor's woric for CTBID). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
10.1.3 Woricers' Comoensatton and Emolover's Liabilitv. Woricers'
Compensation limits as required by the Califomia Labor Code. Woricers* 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. En-ors and omissions liability appropriate to
Contractor's professfon 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 ofthe 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 occunrence 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 tiiis Agreement, Contractor will fumish 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. Contrac^tor is responsible for any
payments made by CTBID to obtain or maintain insurance and CTBID may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
CTBID Attorney Approved Version #05.06.08
10.5 Submission of Insurance Policies. CTBID reserves the right to require, at
anytime, complete and certified copies of any or all required insurance policies and
endorsements.
11. BUSINESS UCENSE
Contractor will obtain and maintain a City of Carisbad Business License for the temi of
the Agreement, as may be amended from time-to-tlme.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be cleariy Identifiable. Contractor wili 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
tenminated, 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 ail 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: For Contractor
Chervl Gerhardt Name
CTBID Staff Title
Citv of Carisbad Address
1635 Faradav Ave.
Carisbad. CA 92008 Phone No.
Phone No. 760-602-2417
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Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
CTBID will evaluate Contractor's duties pursuant to this Agreement to detennine
whether disclosure under the Political Refonm Act and CTBID's Conflict of Interest Code
is required of Contractor or any of Contractor's employees, agents, or subcontractors.
Should it be detennined tiiat disclosure is required. Contractor or Contractor's affected
employees, agents, or subcontractors will complete and file with the CTBID Clerk those
schedules specified by CTBID and contained in the Statement of Economic Interests
Fonn 700.
Contractor, for Contractor and on tiehalf of Contractor's agents, employees,
subcontractors and consultants wan^nts that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by tiiis Agreement.
Contractor further wan-ants tiiat neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Conti-actor will file
with the CTBID an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully infonned of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect ttie 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 tiie requirements ofthe Immigration Refonn 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 othenA/ise
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 fon^/arded 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
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to the aggrieved party, a letter outiining the disputes will be fonwarded to the CTBID
Manager. The CTBID Manager will conskJer the facts and soluttons recommended by
each party and may then opt to direct a solution to the problem. In such cases, the
action ofthe CTBID Manager will be binding upon the parties involved, although nothing
in this procedure will prohibit tiie parties from seeking remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
CTBiD may tenninate this Agreement for nonperfonnance by notifying Contractor by
certified mail of the tennination. If CTBID decides to abandon or indefinitely postpone
the woric or sen/ices contemplated by this Agreement, CTBID may tenninate 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
woric in progress to CTBID address contained in this Agreement. CTBID will make a
detemiination of fact based upon the work product delivered to CTBID and of the
percentage of woric that Contractor has performed which is usable and of worth to
CTBID in having the Agreement completed. Based upon that finding CTBID will
detennine the final payment ofthe Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In tiiis event and upon request of CTBID, Contractor will
assemble the woric 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 tennination date; however,
ttie total will not exceed the lump sum fee payable under this Agreement CTBID will
make the final detemiination as to the portions of tasks completed and tiie
compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor wanrants 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 pakJ 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, tiie 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 othenwise 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
Califomia Govemment Code sections 12650 et seq.. the False Claims Act applies to
CTBID Attorney Approved Version #05.06.08
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 attome/s fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debannent
pHDceedlng as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
acknowledges debannent by another jurisdiction is grounds for CTBID to tenninate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enfordng 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 Califomia, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CTBID
and 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 tenns 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.
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CTBID Attorney Approved Version #05.06.08
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and wan-ant tiiat they have the legal power, right and
actual authority to bind Contractor to the tenns and condittons of this Agreement.
CONTRACTOR CTBID OF CARLSBAD, a munidpal
corporation of the State of California
*By: By
(sign here) cTBID Board Chair
(print name/title) ^.^^g^.
(e-mail address)
'By:
(sign here) LORRAINE M. WOOD
CTBID Cleric
(print name/title)
(e-mail address)
If required by CTBID, proper notarial acknowledgment of execution by contractor
must be attached. If a Conooratton. Agreement must be signed by one corporate
officer from each of tiie 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 ofRcer(s) signing to bind the
corporation.
APPROVED AS TO FORM:
RONALD R. BALL, CTBID Attorney
By:
Deputy CTBID Attorney
CTBID Attorney Approved Version #05.06.08
EXHIBIT A
Scope of Services
1. VisitCarlsbad ^ Board appointments will be approved by the CTBID
Board.
2. Provide a periodic updates at the CTBID's request and a year-end
report on the program of work deliverables which shall Include an
accounting of funds spent by program in a format approved by the
CTBID Board. Allocation ofthe unspent funds shall be determined
by the CTBID Board.
3. Review CTBID grant applications and make funding
recommendations to the CTBID Board.
4. Develop a program of work that is primarily focused on driving
demand in the leisure market segment and secondarily, the
meetings market. The VisitCarlsbad Board will approve the
program of work and corresponding budget allocations which are
included at the end ofthe scope.
5. Update current market intelligence on the Carlsbad visitor profile.
Research findings will be shared and communicated to the tourism
community and incorporated in the development of future
marketing strategies.
6. Primarily focus on visitcarlsbad .com as the primary distribution
channel for new business opportunities for CTBID properties and
Carlsbad community suppliers.
1 VisitCarlsbad is the dba to be used by the Carlsbad Convention and
Visitors Bureau.
CTBID Attorney Approved Version #05.06.08
10
0
a. Partner with local tourism suppliers to develop new products
or packages consistent with the current market demand for
special offers.
b. Develop visitor-relevant content.
7. Deliver an Interactive marketing campaigns focused on driving
traffic to visitcarlsbad.com and hotel reservations. Promotional
campaigns will include but not limited to pay-per-click advertising,
online banner advertising, content development, social media,
promotions and email marketing.
8. Contract for meetings market hotel leads and bookings with San
Diego North Convention and Visitors Bureau (SDNCVB)
9. Pitch editorial to travel writers and write relevant content for the
website, Including:
a. Pitch story ideas, whats new, and host travel writers
b. Coordinate media FAMs in partnership with San Diego
Convention and Visitors Bureau (ConVIs) and SDNCVB
10. Manage the visitor center, visitor publications and collateral,
including:
a. Service visitor walk-ins with visitor information.
b. Solicit opt-ins for future email marketing communications
c. Refer visitors to local tourism suppliers
d. Managing visitor publications distribution and other
collateral.
11. Develop partnerships and coop opportunities with Carlsbad CTBID
hotels, local tourism suppliers, and regional DMOs, such as ConVis
and San Diego North.
CTBID Attorney Approved Version #05.06.08
11
FYll -PROGRAM OF WORK-PROPOSED
carisbad
Timing
and Tactics 01 Q2 Q3 Q4 Budget Comments
Prioritize and develop market Intelligence on the leisure travel segment
Extract Carlsbad visitor information from SDCVB Visitor Profile Study
Expand STR subscription to include key competitive markets
Manage Interactive Agency Program of Work
Including pay-per-click advertising, online banner advertising, email
marketing, content development, social media, promotions
5,000 SDCVB Research Center
309,000 Mindgruve
Review CTBID Grant applications and make funding recommendations to the CTBID
Board
Board evaluation
Develop partnerships and coop advertising opportunities
Produce print advertising for inclusion on State and local DMO programs
Two email campaigns, meetings market
Manage visitor publications and collateral
Evaluate how to scale back distribution costs
Evaluate different models for managing a visitor guide for future years
60,000
37,609 15% reduction YOY
Earn unpaid media exposure through public relations
Pitch story kleas, whats new, host travel writers V V V V
Coordinate media FAMs In partnership with regional DMOs
Travel & entertainment V V V V
Contracting for Meetings Market Leads/Bookings
Groups leads/bookings services V V V V
Partnerships & subscriptions with regional and national tourism organizations V V V V
10,000 8% increase YOY
60,000 San Diego North CVB
9,500 DMA! database
Regional DMO memberships
TOTAL PROMOTIONAL PROGRAM OF WORK
Approved by VisitCarlsbad Board of Directors
491,109
April 19, 2010
May 10, 2010 REV
FYll VISIT CARLSBAD BUDGET - PROPOSED
carisbad
FYll Proposed Percent Variance
FYIO Forecast FYIO Budget Variance Budget to FYIO Forecast
Cairyover
INCOME
PubUc Sources
CTBID Revenues 722,895 722,895 0 744,582 1 3%
City of Cartsbad
Total Public Sources 722,895 722,895 0 744.582
TOTAL INCOME 722.raS 722,895 744,582 3%
EXfENSE
Labor
Salaries 181,000 185,000 4,000 186,430 2 3%
Payroll Taxes 14,863 14,900 37 15,309 2 i%
Benefits 21.660 18,400 (3,260) 22,309 2 3%
Total Labor 217,523 218,300 777 224,048 3%
Promotional Programs
Advertising & Production 59,229 60,000 771 60,000 1%
Research 3.500 5,000 1.500 5,000 3 30%
Outside Services-Interactive Marfcetinf 296,916 300,000 3,084 309,000 4H
Outside Services-Group Direct Sale: 60,000 60,000 0 60,000 4 0%
Travel & Entertainment 9,217 14,700 5,483 10,000 5 8%
Dues & Sidiscriptian 9,545 7,500 (2,045) 9,500 0%
Collateral Production & Fulflltmenl 43,408 32,000 (11,408) 37,609 -15%
Total Promotional Programs 481,816 479400 (2,616) 491,109 2%
General Administration
Bank Charges S38 (538) Sffi) -8%
Equipment Rental & Maintenance 4,612 7,000 2,388 4,600 0%
Facility Repair & Maintenance 86 (86) 80 •7%
InsurafKe 2,234 2,395 101 2,300 0%
Office Supplies 4,239 700 (3,539) 4,000 -6%
Postage 1,201 700 (501) 1,200 0%
Taxes 45 (45) 45 0%
Telephofte 5,015 3,150 (1,865) 5,000 0%
Utilities 2,806 3,750 942 2,800 0%
Professional Senses (legal, audit; 6.890 5.700 (1.190) 6,900 0%
Volunteer Prt^m 1,042 (1,042) 1,000 -4%
Miscellaneous 1.179 2,000 821 1,000 -18%
Total G&A 29,948 25.395 (4,553) 29,425 -2%
TOTAL EXPENSE 729,287 722,895 744,582 2%
OVER/(UNDER) (6,392) 0 (0)
FOOTNOTES
1 Forecasted at 3% increase over FYIC
2 Merit increase of 3%
3 Increase STR subscription to cover competitive se >
4 Assumes same contract fw FYll
5 Addiitonai ^ds for Pf< hostir^
Approved by VtsitCarisfaad Board of Directors
April 13. 2010