Attachment 1
-1- SERVICES AGREEMENT
CITY OF LAGUNA BEACH
SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement #__________ is made and entered into this _____ day of ________, 2025, by and between the City of Laguna Beach, a municipal corporation organized under the laws of the State of California with its principal place of business at 505 Forest Avenue, Laguna Beach, California 92651 ("CITY") and Visit Laguna Beach, a private nonprofit corporation, with its principal place of business at 381 Forest Avenue, Laguna Beach, CA 92651 (“CONSULTANT").
CITY and CONSULTANT are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 On June 10, 2025, the City Council adopted Resolution No. 25.038, hereinafter the "Resolution," renewing the Laguna Beach Tourism Marketing District, hereinafter "LBTMD," in accordance with the provisions of the Property and Business Improvement District Law of 1994, Streets and Highways Code section 36600 et seq. (hereinafter the "1994 Law").
2.2 CONSULTANT was designated in the Resolution and LBTMD Management District Plan (“Plan”), as the Owners' Association, in accordance with Streets and Highways Code section 36612, which is the entity responsible for administering and/or implementing the improvements, maintenance, and activities specified in the Plan. The Plan is attached hereto and incorporated herein as Exhibit “A,”
2.3 Streets and Highways Code section 36651 (as part of the 1994 Law) requires a contract between the CITY and CONSULTANT for the provision of services, as identified in the Plan.
2.4 CONSULTANT desires to perform and assume responsibility for the provision of those certain services required by the CITY on the terms and conditions set forth in this Agreement, as originally identified in the Plan (“Project”), as funded by the assessments levied through the LBTMD (“LBTMD Assessments”). CONSULTANT represents that it is experienced in providing the services identified in the Plan, is in good standing in the State of California as a nonprofit corporation, and is familiar with the plans of the CITY.
2.5 CITY desires to engage CONSULTANT to render such services for the Project, as set forth in this Agreement, in furtherance of implementing the Plan.
Attachment 1
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3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. CONSULTANT promises and agrees to furnish to CITY all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "B", attached hereto and incorporated herein by this reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.1.1 Extra Work. At any time during the term of this Agreement, City may request that CONSULTANT perform Extra Work. As used herein, "Extra Work" means any work which is determined by CITY to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. CONSULTANT shall not perform Extra Work under this Agreement without written authorization from CITY. Extra Work shall be funded through the Visit Laguna Assessment Payments and shall only be required in the event there are sufficient funds in the Visit Laguna Assessment Payment available to fund the Extra Work.
3.1.2 Term. The term of this Agreement shall be from the effective date of the Plan to the expiration of the LBTMD on June 30, 2035, unless the LBTMD is earlier disestablished, in accordance with the 1994 Law and the Plan, in which event this Agreement shall terminate upon the effective date of the LBTMD disestablishment. This Agreement may also be earlier terminated as otherwise provided herein. CONSULTANT shall continue to provide the Services on an ongoing basis for the term of this Agreement, and shall meet any other established schedules and deadlines, as may be required by CITY.
3.2 Distribution and Use of LBTMD Assessments.
3.2.1 LBTMD Assessments. Assessments levied in accordance with the Plan that are collected by CITY (“LBTMD Assessments”) shall be used for the purposes identified in the Plan. The LBTMD Assessment revenues shall be used exclusively to benefit assessed lodging business by increased demand for overnight visitation, as set forth in the Plan and in accordance with the 1994 Law. In accordance with the Plan, CONSULTANT is responsible for overseeing the use of the LBTMD Assessments to ensure all such funds are used for programming, including Services, targeted exclusively to benefit assessed lodging business by increased demand for overnight visitation.
3.2.2 Receipt and Distribution of LBTMD Assessments. LBTMD Assessment revenues are initially received by CITY and shall be used for the purposes stated, and by the entities identified and in the amounts specified, in the Plan (each separate payment to the identified entity is an “Assessment Payment”). Notwithstanding the foregoing, the CITY is responsible for transferring only those LBTMD Assessment revenues actually received. With the exception of the Cultural and Environmental Stewardship Fund Assessment Payment (as defined below) for Fiscal Years 2025-26 and 2026-27, and the Arts Programming Payments (as defined below) for Fiscal Year 2025-26, all Assessment Payments shall be proportionately made subject to the LBTMD Assessment revenues actually received.
Attachment 1
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3.2.2.1 Visit Laguna Assessment Payment. The Assessment Payment distributed to CONSULTANT to be used to fund the performance of the Services, and all other requirements of the Plan required of CONSULTANT, shall be herein referred to as the “Visit Laguna Assessment Payment.” For the avoidance of doubt, the amount of the Visit Laguna Assessment Payment shall be equivalent to the cumulative amount of the sales, marketing, and communications category; administration and operations category; and the Cultural and Environmental Stewardship category (except as limited by the payment of the CITY’s Cultural and Environmental Stewardship Fund Assessment Payment, as defined below) established in the Plan, as such amounts may from time-to-time vary in accordance with the Plan. CITY shall transfer the Visit Laguna Assessment Payment to CONSULTANT within thirty (30) days of collection.
3.2.2.2 Arts Programming Assessment Payments. In accordance with the Plan, CONSULTANT agrees to pay, through the LBTMD Assessment revenues, an Assessment Payment for arts programming, as identified in the Plan, for the Arts Commission, Laguna College of Arts & Design, Laguna Playhouse, Laguna Art Museum, and Cultural Arts Grants (collectively, the “Arts Programming Assessment Payments”). For ease of administration, CONSULTANT and CITY may mutually agree, by separate writing, that CITY shall make the Arts Programming Assessment Payments directly to each of the entities identified in the Plan, in lieu of the Arts Programming Assessment Payments being transferred to CONSULTANT and CONSULTANT thereafter making the Arts Programming Assessment Payments directly to each identified entity. Notwithstanding the foregoing, the Arts Programming Assessment Payments shall be made to each of the identified entities within thirty (30) days of collection.
3.2.2.3 Cultural and Environmental Stewardship Fund Assessment Payment. In accordance with the Plan, CONSULTANT agrees to pay, through the LBTMD Assessments, an Assessment Payment to CITY’s Cultural and Environmental Stewardship Fund in accordance with the Plan (“the Cultural and Environmental Stewardship Fund Assessment Payment”). For the avoidance of doubt, the amounts of the Cultural and Environmental Stewardship Fund Assessment Payment shall be as follows: for Fiscal Year 2025-2026, $260,000; for Fiscal Year 2026-27, $500,000; for Fiscal Year 2026-27 and all fiscal years thereafter, the payment amount is as set forth in the Plan, with an annual percentage adjustment identified therein. For ease of administration, CONSULTANT and CITY may mutually agree, by separate writing, that CITY retain the amount for the Cultural and Environmental Stewardship Fund Assessment Payment in lieu of the Cultural and Environmental Stewardship Fund Assessment Payment being transferred to CONSULTANT and CONSULTANT thereafter transferring the Cultural and Environmental Stewardship Fund Assessment Payment back to CITY. Notwithstanding the foregoing, the Cultural and Environmental Stewardship Fund Assessment Payment is due to CITY within thirty (30) days of collection.
3.3 Accounting Records; Reviews and Reporting; Audits.
3.3.1 Accounting Records. CONSULTANT shall maintain full and adequate records in accordance with CITY requirements to show the actual costs incurred by the CONSULTANT in the performance of this Agreement and the Plan, and to evidence compliance with the 1994 Law. All such records shall be clearly identifiable. CONSULTANT shall allow a representative of CITY during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement, within three (3) weeks of any such request. CONSULTANT shall allow inspection of all work, data, documents, Attachment 1
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proceedings, and activities related to the Agreement for a period of three (3) years from the date of final transfer of the Visit Laguna Assessment Payment under this Agreement.
3.3.2 Reporting and Performance Review.
3.3.2.1 Annual Report. In accordance with the 1994 Law, CONSULTANT shall prepare and submit an Annual Report to the City Council each year of operation of the LBTMD. The CITY’s remittance of LBTMD Assessment revenues each fiscal year, as set forth in Section 3.2.2, is subject to this annual reporting requirement.
3.3.2.2 Biennial Performance Review. In accordance with the Plan, a performance review shall be conducted every two years during the term of this Agreement, commencing in FY 2026-27. As further delineated in the Plan, the review shall be conducted by a joint committee of CITY and CONSULTANT representatives to evaluate the effectiveness and impact of LBTMD programs, including in particular the Cultural and Environmental Stewardship initiatives. Such review shall also confirm compliance with the terms of this Agreement and that all Services hereunder are being satisfactorily performed, including without limitation that CONSULTANT’s sales, marketing, and communications programming through the use of social media and advertising aligns with the expectations of CITY. CITY and CONSULTANT shall endeavor in good faith to reach consensus on whether Services under this Agreement are being satisfactorily performed and whether adjustments to program priorities, funding allocations, or performance metrics are necessary, to the extent permitted by the Plan and the 1994 Law. If consensus cannot be reached, CITY may require CONSULTANT to prepare a plan, within sixty (60) days, specifying measurable steps and timelines to address identified deficiencies (“Corrective Action Plan”). If CONSULTANT fails to implement an approved Corrective Action Plan or if deficiencies persist after a reasonable opportunity for cure, the City Council may take other actions as permitted by law, as it deems necessary, to correct such deficiencies.
3.3.3 Audits.
3.3.3.1 Performance Audit. CONSULTANT agrees to cooperate fully with CITY in the conduct of any performance audit determined necessary by the City Council to evaluate the effectiveness and efficiency of programs and expenditures funded under this Agreement. This includes timely provision of documentation, access to records, participation in interviews, and reasonable accommodation of requests from the CITY’s auditors.
3.3.3.2 Financial Audit. In light of the Annual Reporting Requirement in Section 3.2.3.2, CONSULTANT shall not be required to conduct a separate annual financial audit pursuant to this Agreement. However, if CITY has a reasonable basis to believe that expenditures have not been consistent with the Plan, the 1994 Law, or any other applicable laws, CITY may request an audit of expenditures for the period in question.
3.4 Responsibilities of Consultant.
3.4.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by CONSULTANT or under its supervision. CONSULTANT will determine the means, methods and details of performing the Services subject to the requirements of this Agreement and the Plan. CITY engages CONSULTANT on an independent contractor basis and not as an employee. Any personnel performing the Services on behalf of Attachment 1
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CONSULTANT shall not be employees of CITY and shall at all times be under CONSULTANT's exclusive direction and control. Neither CITY, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of CONSULTANT or any of CONSULTANTs officers, employees or agents, except as set forth in this Agreement. CONSULTANT shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. CONSULTANT shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
3.4.2 Schedule of Services. CONSULTANT shall perform the Services in a prompt and timely manner in furtherance of the requirements of the Plan. CONSULTANT represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of CITY, CONSULTANT shall provide a detailed schedule of anticipated performance to establish compliance with the provision of the Services.
3.4.3 Coordination of Services. CONSULTANT agrees to work closely with City staff in the performance of Services and shall be available to CITY staff at all reasonable times.
3.4.4 Standard of Care; Performance of Employees. CONSULTANT shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. CONSULTANT represents and maintains that it is skilled in the professional calling necessary to perform the Services. CONSULTANT warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. CONSULTANT shall perform, at its own cost and expense and without reimbursement from CITY, any services necessary to correct errors or omissions which are caused by the CONSULTANT's failure to comply with the standard of care provided for herein.
3.4.5 Period of Performance.
3.4.5.1 Performance Time and Milestones. CONSULTANT shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). CONSULTANT shall also perform the Services in strict accordance with any completion schedule or Project milestones, which may be separately agreed upon in writing by CITY and CONSULTANT (“Performance Milestones”). CONSULTANT agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that CITY will suffer damage.
3.4.5.2 Force Majeure. Neither City nor CONSULTANT shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental Attachment 1
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authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of CONSULTANT and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics, or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.
Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle CONSULTANT to any additional compensation.
3.4.6 Laws and Regulations; Employee/Labor Certification.
3.4.6.1 Compliance with Laws. CONSULTANT shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Plan, Project, or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. CONSULTANT shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.
3.4.6.2 Employment Eligibility; Consultant. CONSULTANT certifies that it fully complies with all requirements and restrictions of state and federal law respecting employment and shall require all subconsultants and sub-subconsultants to comply with the same. CONSULTANT certifies that it is not in violation of any such law immediately preceding the date of execution of this Agreement and shall not violate any such law at any time during the term of the Agreement.
3.4.6.3 Equal Opportunity Employment. CONSULTANT represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
3.4.6.4 Air Quality. To the extent applicable, CONSULTANT must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). CONSULTANT shall indemnify CITY against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by CONSULTANT, its subconsultants, or others for whom CONSULTANT is responsible under its indemnity obligations provided for in this Agreement.
3.4.6.5 Water Quality Management and Compliance. CONSULTANT shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance Attachment 1
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with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of CITY’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. CONSULTANT must additionally comply with the lawful requirements of CITY, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.
3.4.6.6 Safety. CONSULTANT shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the CONSULTANT shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.
3.4.7 Insurance.
3.4.7.1 Time for Compliance. Immediately upon execution of this Agreement, CONSULTANT shall provide evidence satisfactory to CITY that it has secured all insurance required under this section. In addition, CONSULTANT shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to CITY that the subconsultant has secured all insurance required under this section.
3.4.7.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the CONSULTANT, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, CONSULTANT agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $2,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
Attachment 1
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3.4.7.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or CONSULTANT shall provide endorsements on forms approved by CITY to add the following provisions to the insurance policies:
(A) Commercial General Liability: (1) Additional Insured: CITY, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of CONSULTANT; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, CONSULTANT shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon CITY except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability: (1) Additional Insured: CITY, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vendor or for which the Vendor is responsible. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon CITY except ten (10) days shall be allowed for non-payment of premium.
(C) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against CITY, its officials, officers, employees, agents, and volunteers.
3.4.7.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by CITY, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.4.7.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of CITY, its officials, officers, employees, agents, and volunteers or shall specifically allow CONSULTANT or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONSULTANT hereby waives its own right of recovery against CITY, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
3.4.7.6 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must be approved in writing by CITY and shall protect CITY, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
Attachment 1
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3.4.7.7 Evidence of Insurance. The CONSULTANT, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by CITY, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to CITY for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with CITY. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, CONSULTANT shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with CITY evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
3.4.7.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
3.4.7.9 Enforcement of Agreement Provisions (non estoppel).
CONSULTANT acknowledges and agrees that actual or alleged failure on the part of CITY to inform CONSULTANT of non-compliance with any requirement imposes no additional obligation on CITY nor does it waive any rights hereunder.
3.4.7.10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. The insurance obligations under this Agreement shall be: (1) all the insurance coverage and/or limits carried by or available to the CONSULTANT; or (2) the minimum insurance coverage requirements and/or limits shown in this Agreement; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to CITY. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the CONSULTANT under this Agreement.
3.4.7.11 Additional Insurance Provisions
(A) If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by CITY, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the CONSULTANT’s primary and excess liability policies are exhausted.
(B) The foregoing requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT, and any approval of said insurance by Attachment 1
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CITY, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the CONSULTANT pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(C) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments. In the alternative, CITY may cancel this Agreement.
(D) CITY may require the CONSULTANT to provide complete copies of all insurance policies in effect for the duration of the Project. (E) Neither CITY nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(F) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the CONSULTANT from liability in excess of such coverage, nor shall it limit the CONSULTANT’s indemnification obligations to CITY and shall not preclude CITY from taking such other actions available to CITY under other provisions of the Agreement or law.
(G) CONSULTANT shall report to CITY, in addition to
CONSULTANT’s insurer, any and all insurance claims submitted by CONSULTANT in connection with the Services under this Agreement.
3.4.7.12 Insurance for Subconsultants. CONSULTANT shall include all subconsultants engaged in any work for CONSULTANT relating to this Agreement as additional insureds under the CONSULTANT's policies, or the CONSULTANT shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding CITY, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant’s policies. All policies of Commercial General Liability insurance provided by CONSULTANT’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. CONSULTANT shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The CONSULTANT shall provide satisfactory evidence of compliance with this section upon request of CITY.
3.5 Labor Code Requirements.
3.5.1 Prevailing Wages. CONSULTANT is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment Attachment 1
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of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, CONSULTANT agrees to fully comply with such Prevailing Wage Laws. CITY shall provide CONSULTANT with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. CONSULTANT shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the CONSULTANT's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and CONSULTANT shall therefore comply with such Labor Code sections to the fullest extent required by law. CONSULTANT shall defend, indemnify and hold CITY, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.5.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the CONSULTANT and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). CONSULTANT shall maintain registration for the duration of the Project and require the same of any subconsultants.
3.5.3 Compliance Monitoring. Work performed under this Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be CONSULTANT’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against CONSULTANT or any subconsultant that affect CONSULTANT’s performance of services, including any delay, shall be CONSULTANT’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered CONSULTANT caused delay and shall not be compensable by CITY. CONSULTANT shall defend, indemnify and hold CITY, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against CONSULTANT or any subconsultant.
3.5.4 Labor Certification. By its signature hereunder, CONSULTANT certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.6 Termination of Agreement. CITY has and reserves the right to suspend, terminate or abandon the execution of any work by CONSULTANT upon adoption of a resolution disestablishing the LBTMD pursuant to the 1994 Law. Per the 1994 Law, such a resolution may only be adopted if (1) the City Council finds there has been misappropriation of funds, malfeasance, or a violation of law in connection with the management of the district and a noticed hearing on disestablishment is held, or (2) in the thirty (30) day period following the anniversary of the district's formation, businesses owners paying fifty percent (50%) or more of the assessment file a written protest with CITY and a hearing on disestablishment is held. In the event CITY disestablishes the LBTMD, CONSULTANT shall be entitled to retain LBTMD Assessment Attachment 1
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revenues only for paying the CONSULTANT’s current liabilities of the LBTMD. Pursuant to the 1994 Law, CONSULTANT shall refund to CITY any remaining LBTMD Assessment revenues or any revenues derived from the sale of assets acquired with LBTMD revenues to enable distribution of the revenues to the businesses owners who paid the LBTMD Assessment.
CONSULTANT agrees that CITY has and reserves the right to deny the transfer of LBTMD Assessment revenues and/or suspend, terminate, or abandon the execution of any Services by the Contractor in accordance with this Agreement or upon the misfeasance, nonfeasance, or gross malfeasance, or criminal conduct, as determined by a court of competent jurisdiction. In the event of termination of this Agreement, any retention of LBTMD Assessment Revenues by Contractor shall comply with the I994 Law.
3.7 Indemnification. To the fullest extent permitted by law, CONSULTANT shall defend (with counsel of CITY’s choosing), indemnify and hold CITY, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of CONSULTANT, its officials, officers, employees, subcontractors, consultants, or agents in connection with the performance of the CONSULTANT’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses, except any proportionate loss or damage caused by the sole negligence or willful misconduct of CITY. CONSULTANT's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by CONSULTANT, CITY, its officials, officers, employees, agents, or volunteers.
3.8 General Provisions.
3.8.1 Party Representatives.
3.8.1.1 City's Representative. CITY hereby designates Dave Kiff, City Manager, or his designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of CITY for review and approval of all products submitted by CONSULTANT and to satisfy all requirements of CITY hereunder specified. The City Representative shall be authorized to act on CITY’s behalf and to execute all necessary documents necessary for the performance of this Agreement, subject to the provisions contained in this Plan and the 1994 Act. CONSULTANT shall not accept direction or orders from any person other than the City's Representative or his/her designee on behalf of the CITY.
3.8.1.2 Consultant’s Representative. CONSULTANT hereby
designates Joanna Bear, its President and Chief Executive Officer, or her designee, to act as its representative for the performance of this Agreement ("Consultant’s Representative").
Consultant’s Representative shall have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
Attachment 1
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3.8.1.3 Change of Representative. In the event either the City’s Representative or Consultant’s Representative change during the course of this Agreement, the party making such change shall notify, in writing, the other party of the change and designate a new representative. Such change of representative shall not require an amendment to this Agreement to be effectuated.
3.8.2 Independent Contractors and Subcontracting.
3.8.2.1 Use of Consultants. CONSULTANT is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that CONSULTANT is in compliance with the California Labor Code, CONSULTANT shall only utilize its employees to provide the Services. CONSULTANT may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by CITY as set forth in Section 3.8.2.2 below.
CONSULTANT represents and warrants that all personnel who perform the Services on CONSULTANT’s behalf are CONSULTANT’s employees, and that CONSULTANT complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.
3.8.2.2 Prior Approval Required. CONSULTANT shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of CITY. In the event that CITY authorizes CONSULTANT to use a Subcontractor, CONSULTANT shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without CITY’s prior written consent.
3.8.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
CONSULTANT: Visit Laguna Beach
381 Forest Avenue
Laguna Beach, CA 92651
ATTN: Joanna Bear, President and Chief Executive
Officer
CITY: City of Laguna Beach
505 Forest Avenue
Laguna Beach CA 92651
ATTN: Dave Kiff, City Manager
With a copy to: City of Laguna Beach
505 Forest Avenue
Laguna Beach CA 92651
ATTN: Megan Garibaldi, City Attorney
Attachment 1
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Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.8.4 Ownership of Materials and Confidentiality.
3.8.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for CITY to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by CONSULTANT under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by CONSULTANT on other projects without CITY’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, CONSULTANT shall provide to City reproducible copies of all Documents & Data, in a form and amount required by CITY. CITY reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by CITY at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the CONSULTANT is entitled under the termination provisions of this Agreement, CONSULTANT shall provide all Documents & Data to CITY upon payment of the undisputed amount. CONSULTANT shall have no right to retain or fail to provide to CITY any such documents pending resolution of the dispute. In addition, CONSULTANT shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, CONSULTANT shall make a reasonable effort to notify City and provide CITY with the opportunity to obtain the documents.
3.8.4.2 Subconsultants. CONSULTANT shall require all subconsultants to agree in writing that CITY is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. CONSULTANT represents and warrants that CONSULTANT has the legal right to license any and all Documents & Data.
CONSULTANT makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than CONSULTANT or its subconsultants, or those provided to CONSULTANT by the CITY.
3.8.4.3 Right to Use. CITY shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of CONSULTANT shall be at CITY’s sole risk. If CITY uses or reuses the Documents & Data on any project other than this Project, it shall remove the CONSULTANT’s seal from the Documents & Data and indemnify and hold harmless CONSULTANT and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project.
CONSULTANT shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they Attachment 1
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are provided to CITY upon completion, suspension, abandonment or termination. CONSULTANT shall not be responsible or liable for any revisions to the Documents & Data made by any party other than CONSULTANT, a party for whom the CONSULTANT is legally responsible or liable, or anyone approved by the CONSULTANT.
3.8.4.4 Indemnification. CONSULTANT shall defend, indemnify and hold CITY, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by CITY of the Documents & Data, including any method, process, product, or concept specified or depicted.
3.8.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT.
Such materials shall not, without the prior written consent of CITY, be used by CONSULTANT for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is generally known, or has become known, to the related industry shall be deemed confidential.
3.8.4.6 Confidential Information. CITY shall refrain from releasing CONSULTANT’s proprietary information ("Proprietary Information") unless CITY's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case CITY shall notify CONSULTANT of its intention to release Proprietary Information.
CONSULTANT shall have five (5) working days after receipt of the release notice to give City written notice of CONSULTANT's objection to CITY's release of Proprietary Information.
CONSULTANT shall indemnify, defend and hold harmless CITY, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) CONSULTANT fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and nonappealable order by a court of competent jurisdiction requires that City release such information.
3.8.4.7 Use of City Seal or Emblem; Advertising. CONSULTANT shall not use, reproduce, or copy CITY’s insignia, emblem, or seal without the prior written consent of CITY. Further, CONSULTANT shall not represent CITY in an official capacity as spokesperson or officer or agent or use the name City of Laguna Beach, or the names of CITY's officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of CITY in each instance unless set forth in this Agreement. Nothing in this section prohibits CONSULTANT from using the name Laguna Beach Tourism Marketing District or City of Laguna Beach for regional identification for promotion and marketing of the LBTMD.
Attachment 1
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3.8.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.8.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.
3.8.7 Conflict Resolution: In the event of any dispute arising under this Agreement, the Parties agree to meet and confer in good faith to resolve the matter informally. If the dispute is not resolved through informal discussions, the Parties shall participate in facilitated non-binding mediation prior to pursuing formal legal remedies; such non-binding mediation shall be pursued with diligence and may not be unreasonably delayed, and must be completed within six (6) months from the first meet-and-confer meeting required under this section.
3.8.8 Attorneys’ Fees. If either Party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys’ fees and all costs of such action.
3.8.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. In addition to any and all contract requirements pertaining to dispute resolution and cure periods, CONSULTANT must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against CITY. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by CONSULTANT. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, CONSULTANT shall be barred from bringing and maintaining a valid lawsuit against CITY.
3.8.10 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.8.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.
3.8.12 Assignment or Transfer. CONSULTANT shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of CITY, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. CONSULTANT shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of CITY.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
3.8.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term Attachment 1
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referencing time, days or period for performance shall be deemed calendar days and not work days. All references to CONSULTANT include all personnel, employees, agents, and subconsultants of CONSULTANT, except as otherwise specified in this Agreement. All references to CITY include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.8.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.8.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.8.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.8.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.8.18 Prohibited Interests. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.
CONSULTANT further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with CITY’s Filing Officer as required under state law in the performance of the Services. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.8.19 Authority to Enter Agreement. CONSULTANT has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.8.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.8.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.
3.8.22 Precedence of Documents. Notwithstanding any provision of this Agreement, including the Exhibits hereto, in the event of any conflict or inconsistency between Attachment 1
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this Agreement and the Plan, the terms of the Plan shall control. This Agreement is intended solely to implement the Plan, as required by the 1994 Law, and shall be interpreted to conform to it. If any provision of this Agreement cannot reasonably be construed to conform, that provision shall be deemed amended to the extent necessary to achieve consistency with the Plan and applicable law. Nothing in this section limits CITY’s statutory rights under the 1994 Law.
3.8.23 Use of City Property. CONSULTANT shall not use CITY property, including equipment, instruments and supplies, or personnel for any purpose other than in the performance of its obligations under this Agreement.
SIGNATURES ON NEXT PAGE
Attachment 1
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Attachment 1
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF LAGUNA BEACH AND
VISIT LAGUNA BEACH
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.
CITY OF LAGUNA BEACH
Approved By:
DAVE KIFF
CITY MANAGER
Approved as to Form:
_____________________________________
City Attorney
Attested By:
City Clerk
VISIT LAGUNA BEACH
By: __________________________________
Its:
Printed Name:
By:
Its:
Printed Name:
Attachment 1
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Attachment 1
Exhibit “A” SERVICES AGREEMENT
EXHIBIT "A"
SCOPE OF SERVICES
Management District Plan
Attachment 1
Exhibit “A” SERVICES AGREEMENT
Exhibit “B” SERVICES AGREEMENT
EXHIBIT "B"
SCOPE OF SERVICES
Consultant shall provide the following services:
1. Consultant shall cooperate with City and City staff in the performance of all work hereunder.
2. Consultant will provide projects, programs and activities that benefit businesses within the LBTMD in accordance with the LBTMD Management District Plan (Plan), and any subsequent amendments thereto. Consultant shall design, implement, and oversee programs and activities that directly benefit assessed lodging businesses by increasing overnight visitation and room night sales, across the following service categories:
a. Marketing and Communications. Programs to drive overnight tourism demand, with a focus on arts, and cultural and environmental stewardship, including:
• Digital, print, television, radio, and social media campaigns; • Trade shows, travel industry events, and familiarization/media tours; • Public relations and media outreach;
• Creation of collateral, photography, and video content promoting assessed lodging;
• Development of cooperative marketing partnerships with regional organizations;
• Training programs for hospitality staff and management on visitor experience and marketing; and
• Maintenance of a reserve fund for future marketing initiatives b. Cultural and Environmental Stewardship. Programs that enhance Laguna Beach’s cultural and natural assets to improve visitor experience and sustainability, including:
• Destination product development and beautification projects; • Arts, cultural, and educational programming;
• Wayfinding and visitor signage;
• Transportation and connectivity improvements between hotels and attractions;
• Environmental and sustainability initiatives mitigating visitor impacts; • Research and data analysis on program effectiveness.
c. Administration & Operations. Management and oversight functions necessary to support all LBTMD programs, including:
55852.00003\42823523.1
Attachment 1
Exhibit “B”-2
• Staffing, office operations, accounting, legal, and insurance costs; • Coordination with the City and stakeholders; and
• Compliance with audits, transparency, and reporting obligations under the Brown Act and Public Records Act.
d. Arts Programming. In accordance with the Plan, Consultant is responsible for overseeing the use of LBTMD Assessments to ensure all such Arts Programming Assessment Payment funds are used for programming targeted exclusively to benefit assessed lodging business by increased demand for overnight visitation.