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HomeMy WebLinkAbout2017-08-09; Carlsbad Tourism Business Improvement District; ; Consider Amending Visit Carlsbad Contract for "Colors of Carlsbad" Public Relations ProposalCARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT (CTBID) AGENDA BILL " . AB# 08-17-151 CTBID STAFF (~ MTG. 8-9-17 Consider Amending Visit Carlsbad GENERAL Contract for "Colors of Carlsbad" COUNSEL Public Relations Proposal RECOMMENDED ACTION: CTBID Board consider adopting Resolution 2017-7 amending contract with Visit Carlsbad and appropriating additional funding for public relations "Colors of Carlsbad" campaign. ITEM EXPLANATION: The Carlsbad Tourism Business Improvement District (CTBID) contracts with Carlsbad Convention and Visitors Bureau, a not for profit public benefit corporation ("Visit Carlsbad") to provide tourism marketing services for Carlsbad. This includes the operation of the visitor center, public relations and digital marketing, and group sales. At its April 13, 2017 board meeting, the CTBID amended its 2016-17 contract with Visit Carlsbad to approve funding of Wagstaff's "Colors of Carlsbad" proposal, a public relations campaign, scheduled to start in June 2017 and complete by December 31, 2017 for a total cost of $75,000. Wagstaff, the public relations firm for Visit Carlsbad, has since revised the timeline for the campaign to begin in July/August and complete by May 2018. The cost for this campaign is $75,000 which would need to be appropriated out of the 2017-18 CTBID budget. See revised timeline at Exhibit 1. If the CTBID Board chooses to approve this revised timeline for the "Colors of Carlsbad" campaign they would need to adopt the attached Resolution amending the Visit Carlsbad 2017-18 contract and appropriating the money from the 2017-18 Budget. FISCAL IMPACT: The CTBID has $722,327 in reserves that is available to be appropriated to these programs. ENVIRONMENTAL IMPACT: This action does not qualify as a project under the California Environment Quality Act ("CEQA") and will not have a physical adverse effect on the environment. (CEQA Regulation 15378(b).) EXHIBITS: 1. Colors of Carlsbad campaign revised timeline 2. Resolution 2017-7 amending contract with Visit Carlsbad and appropriating additional funding for public relations campaigns. A. Amendment No. 2 to Visit Carlsbad 2017-18 contract EXHIBIT 1 Colors of Carlsbad Revised Timeline Please find below a revised timing, which would allow us to share the news of the campaign with long-lead media in September and do the reveal event coinciding with the opening of the Flower Fields in the end of February. • July/ August: Confirmation approval of campaign and elements by Visit Carlsbad and partners (Hotels, Pantone, Olapic, Happier Camper, Carlsbad Car Country); confirmations activities, dates and budget; secure February presentation date and reserve beach location with State Parks and Cape Rey Carlsbad • September: Olapic carries out colors study; define creative development of campaign collateral and planning for videos; secure permits for street marketing pop-ups; pitch to long lead media using quotes from Pantone and Olapic • October: Pantone carries out study of colors and offers final study; creation color map; planning PR event; design press kit; selection and confirmation activities of influencers • November/December: Hotels and Carlsbad partners create Colors packages • January/February: Hotels and partners share their final colors packages; production videos; development of social media content calendars; development influencer and media FAM itineraries; development street marketing activities; production press kit • February: Launch campaign with media event; launch content on VisitCarlsbad.com; influencer visits; media FAM trip; media pitching • March/April: Influencer visits and media pitching; seeding videos; street marketing in LA, OC and SD • May: Carlsbad City Color Takeover and pop up at Carlsbad Village Street Faire; campaign wrap up The additional time will allow us to share and leverage this initiative with new partners, such as the city of Carlsbad's Cultural Arts office. As noted below, they are currently developing the arts and culture plan for the next 10 years. As the article notes, the arts office is reaching out to the public to inquire about which events are of most interest. The article cites "Many people have expressed that they would like to see more multi-tiered events featuring a combination of arts, music and food." We believe there is a great opportunity to have the arts office study the Colors campaign and consider anything from a simple mural decorating activity tied to the colors, to a larger "Colors of Carlsbad Food & Art Festival", which would attract appreciation for Carlsbad's cultural scene. 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 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