R-03-06-26-11G2 - 6/26/2003CITY OF ROUND ROCK
AGREEMENT FOR CONSULTING SERVICES
WITH DESTINATION DEVELOPMENT, INC.
NOW, THEREFORE, WITNESSETH:
RECITALS:
THIS AGREEMENT is made and entered into on this the day of the month of
/G new , 2003, by and between the CITY OF ROUND ROCK, exas home -rule municipal
corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664 -5299
(hereinafter referred to as the "City "), and DESTINATION DEVELOPMENT, INC., whose
offices are located at Evergreen Plaza Suite 101, 711 Capitol Way South, Olympia, Washington
98501 (hereinafter referred to as "Consultant ").
WHEREAS, City desires to contract for Consultant's performance of professional
consulting services for development of the City's Tourism Development Plan, and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date it has been signed by every party hereto,
and shall remain in full force and effect unless and until it expires by operation of the term
indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved, but in no event later than one hundred eighty (180) calendar days
from the effective date hereof.
1.02 GENERAL CONDITIONS
The General Conditions contained herein shall apply to the Scope of Services, attached
hereto as Exhibit "A" and made a part hereof of all appropriate purposes. This Agreement and
such Scope of Services is entered into by and between the City of Round Rock or its subsidiaries
or affiliates (collectively "City ") and Destination Development, Inc., or any entity directly or
indirectly owned or controlled by same (collectively "Destination ").
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1.03 SCOPE OF SERVICES
For purposes of this Agreement, Consultant has issued its Scope of Services for the
assignment(s) delineated therein. Such Scope of Services is appended to this Agreement and is
labeled as Exhibit "A." Such Scope of Services shall be deemed to incorporate the General
Conditions contained herein. Except with respect to the description of specific services and fees
for the assignment(s) delineated therein, the General Conditions of this Agreement and this
Agreement itself shall prevail over any conflicting terms therein. Taken together with the
appended Scope of Services, the General Conditions contained in this Agreement shall evidence
the entire understanding and agreement between the parties and supersede any prior proposals,
correspondence or discussions.
Consultant shall satisfactorily provide all services described under the attached Scope of
Services. Consultant's undertakings shall be limited to performing services for City and /or
advising City concerning those matters on which Consultant has been specifically engaged.
Consultant shall perform its services in accordance with these General Conditions and this
Agreement, in accordance with the appended Scope of Services, in accordance with due care,
and in accordance with prevailing consulting industry standards for comparable services.
1.04 PAYMENT FOR SERVICES; SUPPLEMENTAL AGREEMENTS
Payment for Basic Services: In consideration for the consulting services to be
performed by Consultant, City agrees to pay Consultant the following sum(s) as stated herein:
Basic Services Not to exceed $ 40,810.00
Reimbursable Travel Expenses Not to exceed $ 5,150.00
Unless subsequently changed by additional Supplemental Agreement to this Agreement,
duly authorized by City Council Resolution, Consultant's total compensation hereunder shall not
exceed $45,960.00 including any Reimbursable Travel Expenses. This amount represents the
absolute limit of City's liability to Consultant hereunder unless same shall be changed by
additional Supplemental Agreement hereto.
Deductions. No deductions shall be made from Consultant's compensation on account
of penalty, liquidated damages or other sums withheld from payments to Consultant.
Additions. No additions shall be made to Consultant's compensation based upon Project
claims, whether paid by City or denied.
Supplemental Agreements. The terms of this Agreement may be modified by written
Supplemental Agreement hereto, duly authorized by City Council Resolution, if City determines
that there has been a significant change in (1) the scope, complexity, or character of the services
to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
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shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant
relating to additional work not directly authorized by Supplemental Agreement.
1.05 TIMETABLES
Unless otherwise indicated to Consultant in writing by City, or unless Consultant is
unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control,
the following timetable structure and deliverable due dates shall apply: Not to exceed one
hundred eighty (180) calendar days from date of execution hereof.
1.06 TERMS OF PAYMENT; REIMBURSABLE TRAVEL EXPENSES
Invoices. To receive payment for services, Consultant shall submit a series of monthly
invoices in a form acceptable to City. Each invoice for professional services shall track the
attached Scope of Services, and shall detail the services performed, along with documentation
for each service performed. All payments to Consultant shall be made on the basis of the
invoices submitted by Consultant and approved by City. Such invoices shall conform to the
schedule of services and costs in connection therewith. All invoices shall indicate actual hours
worked by Consultant. All Reimbursable Travel Expenses shall be clearly shown. Should
additional backup material be requested by City, Consultant shall comply promptly. In this
regard, should City determine it necessary, Consultant shall make all records and books relating
to this Agreement available to City for inspection and auditing purposes.
Payment of Invoices. City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of invoices, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 1.07 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and City or because of amounts which City has a right to withhold under this Agreement or state
law. City shall be responsible for any sales, gross receipts or similar taxes applicable to the
services, but not for taxes based upon Consultant's net income.
Offsets. City may, at its option, offset any amounts due and payable under this
Agreement against any debt (including taxes) lawfully due to City from Consultant, regardless of
whether the amount due arises pursuant to the terms of this Agreement or otherwise and
regardless of whether or not the debt due to City has been reduced to judgment by a court.
Reimbursable Travel Expenses. Payment for reimbursable travel expenses hereunder
shall not exceed the maximum sum of $5,150.00. City shall pay Consultant for reimbursable
travel expenses on a monthly basis, as invoiced and documented, at actual cost.
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1.07 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Consultant will be made within thirty (30) days of the day on which City receives the
performance, or within thirty (30) days of the day on which the performance of services was
complete, or within thirty (30) days of the day on which City receives a correct invoice for the
performance or services, whichever is later. Consultant may charge a late fee (fee shall not be
greater than that which is permitted by Texas law) for payments not made in accordance with
this Prompt Payment Policy; however, this policy does not apply to payments made by City in
the event:
1. There is a bona fide dispute between City and Consultant concerning the services
performed that causes the payment to be late; or
2. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
3. There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its supplier conceming the services performed which causes the
payment to be late; or
4. The invoice is not mailed to City in strict accordance with instructions, if any, on
any purchase order or this Agreement.
1.08 NON - APPROPRIATION
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Consultant a written notice of termination at the end of its then - current fiscal year.
1.09 TERMINATION OR DEFAULT
Termination. In connection with the work outlined in this Agreement, it is agreed and
fully understood by Consultant that City may cancel or indefinitely suspend further work
hereunder or terminate this Agreement either for cause or for the convenience of City, upon
thirty (30) days' written notice to Consultant, with the understanding that immediately upon
receipt of said notice all work and labor being performed under this Agreement shall cease.
Consultant shall invoice City for all work satisfactorily completed and shall be compensated in
accordance with the terms of this Agreement for all work accomplished prior to the receipt of
said notice. No amount shall be due for lost or anticipated profits. Unless otherwise specified
herein, all plans, surveys, and other data, designs and work related to the Project shall become
the property of City upon termination of this Agreement, and shall be promptly delivered to City
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in a reasonably organized form without restriction on future use. Should City subsequently
contract with a new consultant for continuation of services on the Project, Consultant shall
cooperate in providing information.
Consultant may terminate this Agreement only for cause, that being in the event of a
material and substantial breach by City, or by mutual agreement to terminate evidenced in
writing by and between the parties.
Default. Nothing contained in the preceding paragraph shall require City to pay for any
work which is unsatisfactory as determined by City or which is not submitted in compliance with
the terms of this Agreement. City shall not be required to make any payments to Consultant
when Consultant is in default under this Agreement, nor shall this paragraph constitute a waiver
of any right, at law and at equity, which City may have if Consultant is in default, including the
right to bring legal action for damages or to force specific performance of this Agreement.
1.10 CITY'S RESPONSIBILITIES
Full information. City shall provide full information regarding Project requirements.
City shall have the responsibility of providing Consultant with such documentation and
information as is reasonably required, if any, to enable Consultant to provide the services called
for. City shall cause its employees and any third parties who are otherwise assisting, advising or
representing City to cooperate on a timely basis with Consultant in the provision of its services.
Consultant may rely upon written information provided by City and its employees and agents as
accurate and complete. Consultant may rely upon any written directions provided by City and its
employees and agents concerning provision of services.
Designate representatives. City shall designate, when necessary, representatives
authorized to act in its behalf. City shall examine documents submitted by Consultant and render
decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of
Consultant's work.
Tests and inspections. City shall furnish or pay for tests, reports and inspections as
required by law or Project documents.
1.11 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, not City's employee. Consultant's employees or
subcontractors are not City's employees. This Agreement does not create a partnership
relationship. Neither party has authority to enter into contracts as agent for the other party.
Consultant and City agree to the following rights consistent with an independent contractor
relationship:
1. Consultant has the right to perform services for others during the term of this
Agreement; and
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2. Consultant has the sole right to control and direct the means, manner and method
by which services required by this Agreement will be performed; and
3. Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement; and
4. Consultant or Consultant's employees or subcontractors shall perform the services
required by this Agreement. City shall not hire, supervise, or pay any assistants
to help Consultant; and
5. Neither Consultant nor Consultant's employees or subcontractors shall receive
any training from City in the skills necessary to perform the services required by
this Agreement; and
6. City shall not require Consultant or Consultant's employees or subcontractors to
devote full time to performing the services required by this Agreement; and
7. Neither Consultant nor Consultant's employees or subcontractors are eligible to
participate in any employee pension, health, vacation pay, sick pay, or other
fringe benefit plan of City.
1.12 CONFIDENTIALITY; DISPOSITION OF MATERIALS
Each party shall take reasonable measures to preserve the confidentiality of any
proprietary or confidential information provided to it in connection with this engagement,
provided that no claim may be made for any failure to protect information that occurs more than
two (2) years after the termination or expiration of this Agreement.
At the conclusion of the engagement, upon written request, each party shall return to the
other all materials, data and documents that have been provided to the other party, except that
Consultant may retain one (1) copy of City's materials for its archival purposes, subject to
Consultant's confidentiality obligations hereunder. City shall retain ownership of all data and
materials provided by it to Consultant. Original drawings shall remain the property of
Consultant.
1.13 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of this Agreement
and the appended Scope of Services, then and in that event City shall give written notification to
Consultant; thereafter, Consultant shall either (a) promptly re- perform such services to City's
satisfaction at no additional charge, or (b) promptly refund the portion of the fees paid with
respect to such services.
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In the event that re- performance of services or refund of applicable fees would not
provide an adequate remedy to City for damages arising from the performance, nonperformance
or breach of this Agreement and the appended Scope of Services, then and in that event
Consultant's maximum total liability, including that of any employee, affiliate, agent or
contractor, relating to its services, regardless of the cause of action, shall be limited to direct
damages in an amount not to exceed the total fees payable under this Agreement.
The foregoing limitation of liability shall not apply to the extent that any liability arises
from the gross negligence or willful misconduct of Consultant, its employees, affiliates, agents or
contractors, or from bodily injury, death of any person, or damage to any real or tangible
personal property. Neither party shall be liable for any indirect, special or consequential
damages.
1.14 INDEMNIFICATION
Consultant agrees to hold harmless, defend, and indemnify City for and from any third
party claim or liability (including reasonable defense costs and attorneys' fees) to the extent
arising from or in connection with the negligence of Consultant or its employees or agents in the
course of performing services. The limitation of liability set forth in Section 1.13 herein applies
to Consultant's indemnity obligations pursuant to this Section 1.14, but the limitation shall not
apply to the extent that any liability arises from the gross negligence or willful misconduct of
Consultant, its employees, affiliates, agents or contractors or from bodily injury, death of any
person, of damage to any real or tangible personal property.
Except to the extent that Consultant is obligated to indemnify City, City shall indemnify
and hold Consultant, its employees, affiliates or agents harmless from any third party claim or
liability (including reasonable defense costs and attorneys' fees) to the extent arising from or in
connection with the services performed by Consultant or City's use thereof.
1.15 INSURANCE
Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the term
of this Agreement professional liability insurance coverage in the minimum amount of One
Million Dollars from a company authorized to do insurance business in Texas and otherwise
acceptable to City.
Subconsultant Insurance. Without limiting any of the other obligations or liabilities of
Consultant, Consultant shall require each subconsultant performing work under this Agreement
to maintain during the term of the Agreement, at the subconsultant's own expense, the same
stipulated minimum insurance required in the immediately preceding paragraph, including the
required provisions and additional policy conditions as shown below. As an alternative,
Consultant may include its subconsultants as additional insureds on its own coverages as
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prescribed under these requirements. Consultant's certificate of insurance shall note in such
event that the subconsultants are included as additional insureds.
Consultant shall obtain and monitor the certificates of insurance from each subconsultant
in order to assure compliance with the insurance requirements. Consultant must retain the
certificates of insurance for the duration of this Agreement, and shall have the responsibility of
enforcing these insurance requirements among its subconsultants. City shall be entitled, upon
request and without expense, to receive copies of these certificates of insurance.
Insurance Policy Endorsements. Each insurance policy hereunder shall include the
following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation,
non - renewal or any material change in coverage, a notice thereof shall be given to City
by certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant shall also notify City, within 24 hours of receipt, of any notices of expiration,
cancellation, non - renewal, or material change in coverage it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against City for
payment of any premiums or assessments for any deductibles which all are at the sole
responsibility and risk of Consultant.
(3) Terms "City" or "City of Round Rock" shall include all authorities, boards,
commissions, departments, and officers of City and individual members, employees and
agents in their official capacities, or while acting on behalf of the City of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage
currently held by City, to any future coverage, or to City's Self- Insured Retentions of
whatever nature.
Cost of Insurance. The cost of all insurance required herein to be secured and
maintained by Consultant shall be borne solely by Consultant, with certificates of insurance
evidencing such minimum coverage in force to be filed with the City. Such Certificates of
Insurance are evidenced as Exhibit `B" entitled "Certificates of Insurance."
1.16 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Compliance with Laws. Consultant, its consultants, agents, employees and
subcontractors shall use best efforts to comply with all applicable federal and state laws, the
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Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules
and regulations promulgated by local, state and national boards, bureaus and agencies.
Consultant shall further obtain all permits and licenses required in the performance of the
services contracted for herein.
Taxes. Consultant will pay all taxes, if any, required by law arising by virtue of the
services performed hereunder. City is qualified for exemption pursuant to the provisions of
Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act.
1.17 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required for the
Project.
1.18 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
1.19 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. City will not do the following:
1. Withhold FICA from Consultant's payments or make FICA payments on
Consultant's behalf; or
2. Make state and /or federal unemployment compensation contributions on
Consultant's behalf; or
3. Withhold state or federal income tax from Consultant's payments.
1.20 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
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2. Three (3) days after being deposited in the United States mail, with postage prepaid to
the recipient's address as stated in this Agreement.
Notice to Consultant:
Roger A. Brooks, President
Destination Development, Inc.
Evergreen Plaza Suite 101
711 Capitol Way South
Olympia, WA 98501
Notice to City:
James Nuse
City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
1.21 APPLICABLE LAW; ENFORCEMENT AND VENUE
Stephan L. Sheets
City Attorney
309 East Main Street
Round Rock, TX 78664
This Agreement shall be enforceable in Round Rock, Williamson County, Texas, and if
legal action is necessary by either party with respect to the enforcement of any or all of the terms
or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This
Agreement shall be governed by and construed in accordance with the laws and court decisions
of the State of Texas.
1.22 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Consultant and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing.
1.23 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
any such dispute or claim will be sought to be resolved with the help of a mutually selected
mediator. If the parties cannot agree on a mediator, City and Consultant shall each select a
mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than
attorney fees, associated with the mediation shall be shared equally by the parties.
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City and Consultant hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1 -14) or any applicable state arbitration statute.
1.24 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
1.25 MISCELLANEOUS PROVISIONS
Standard of Care. Consultant represents that it is specially trained, experienced and
competent to perform all of the services, responsibilities and duties specified herein and that such
services, responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner according to generally accepted business attraction practices.
Time is of the Essence. Consultant understands and agrees that time is of the essence and
that any failure of Consultant to complete the services for each phase of this Agreement within
the agreed Project schedule will constitute a material breach of this Agreement. Consultant shall
be fully responsible for its delays or for failures to use best efforts in accordance with the terms
of this Agreement. Where damage is caused to City due to Consultant's failure to perform in
these circumstances, City may withhold, to the extent of such damage, Consultant's payments
hereunder without waiver of any of City's additional legal rights or remedies. City shall render
decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly
progress of Consultant's work.
Force Majeure. Neither City nor Consultant shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible or circumstances beyond its control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement on the dates
indicated.
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CITY OF ROUND ROCK, TE s
By:
N y� w= , ray()
Date Signed: — at • ,_
DESTINATION DEVELOPMENT, INC.
By:
Roger . Brooks, President
Date S ed: )41,1e 1,, Z.m/
ATTACHMENTS
Exhibit "A ": Scope of Services
Exhibit `B ": Certificates of Insurance
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ATTEST:
Christine R. Martipez, qit Secretary
Date Signed: (0 — CQ — t / 3
CITY OF ROUND ROCK, TEXAS
Tourism Development & Marketing Plan
SCHEDULE A: Scope of Work
There are numerous elements in creating a Comprehensive Tourism Development Action
Plan, which are outlined herein. Each element listed includes a very brief description of
the work along with timelines and not -to- exceed costs.
1.) Marketing assessment (non professional)
This project is assigned to two non - professionals who are directed to plan a trip to the
general area of Texas. They are given approximately 100 questions to answer and they
are to use whatever means they would typically use in planning a vacation, retreat,
conference or getaway. The process usually takes two weeks and during the process they
are eventually led (by our staff) to the specific area (Round Rock) by additional questions
asked of them.
Cost: 8 hours @ $45 hour (Non - professional) $360
6 hours (Roger) Write findings, lead effort $1,080
Timeline: Weeks one and two
A findings report will be included in the final plan. This lets us know how easy it is to
find information about Round Rock, the area in general, and whether or not the people
they spoke with, the printed materials, and/or website were effective in "closing the sale."
And if not, why not. What was missing?
One person will focus on business - related travel, while the other will focus on leisure
travel.
2.) Marketing assessment (professional)
The professional marketing assessment includes an in -depth review of current and
previous marketing efforts including advertising, public relations, outreach efforts,
website(s), printed marketing materials, trade shows, distribution of materials, etc. The
marketing assessment gauges the marketing effectiveness, image, branding, continuity,
and reach into the major market areas, etc.
This element of the plan also includes cold -calls to regional visitor information centers,
hotels and other sources within the market areas from which Round Rock is hoping to
draw visitors (Dallas /Fort Worth, San Antonio, Houston, Austin, etc.). This will allow us
to identify attitudes, perceptions, and overall image of the city. Identifying what potential
visitors think of the area will allow us to build a positioning and image development
(branding) program.
Cost: 8 hours — Kezia Johnson, Beth Hannon $680
10 hours — Roger Brooks $1,800
EXHIBIT
"An
Timeline: Weeks three and four
The marketing assessment will be incorporated as part of the marketing plan as a
foundation for the marketing and branding recommendations. The city will need to
provide copies of all ads that have run, marketing budgets, plans, results (if known),
measurables, etc., so that we can be provided with an accurate picture of the marketing
effort: what has worked, what hasn't.
3.) Review of existing plans, research & public outreach efforts
One of the primary benefits of creating a Tourism Development Plan is the ability to
incorporate previous and ongoing studies, research and recommendations, tying them all
together into a single, cohesive action plan. This element of the project includes taking an
in -depth look at current planning, permitting, zoning efforts, development patterns,
infrastructure improvements, design concepts and review, market research, etc. We do
not want to reinvent the wheel or duplicate efforts, and will incorporate this prior and
ongoing research/planning into the action plan.
Cost: 10 hours — Roger Brooks $1,800
4 hours — Becky Durkin (information gathering) $320
Timeline: Weeks four and five
4.) Site assessments & initial recommendations
This element of the plan will take place in Round Rock. Site assessments include a
detailed look at the following elements from the eyes of a visitor:
• Signage, wayfinding and gateways (private and public, city, county & state)
• Activities and attractions
• Visitor amenities (restrooms, parking, parks, etc.)
• Lodging & dining
• Curb appeal
• Critical mass
• Review and assess arts and cultural programs, events
This process will take a full week as follows:
a.) Overall look at the city from primary market areas (coming into the city from all
directions, from major market and other destination - oriented areas, such as
Dallas, Austin, Houston, etc.) This portion usually takes three days and includes
stopping at visitor information centers along the way, assessing wayfinding
signage, county entrance signage and beautification, initial impressions, etc.
b.) Community Assessment and Findings. This is a two hour workshop, which would
include dozens of photographs of the community. Shortcomings are addressed,
and for each, a low -cost "suggestion" will be given. DDI will provide a template
meeting notice to the city for use in getting local residents and business interests
to attend. The city/chamber would be responsible for securing the venue, getting
the word out, and for providing necessary amenities for the presentation.
At the workshop, attendees will be given the opportunity to ask questions, provide input,
and are encouraged to send us (usually via e- mail), their concerns, comments, and
suggestions regarding tourism development and marketing. This way local residents have
an opportunity to present their visions for Round Rock's future.
The community should know about the workshop and should be encouraged to attend,
but should not be notified of the dates or times we'll be performing the actual assessment.
The assessment process includes talking to local merchants, visitors and others. If they
know we are "in town" assessing them, we will not be able to get an accurate picture of
local attitudes, challenges, and needs.
Cost: 48 hours — Roger Brooks $8,640
48 hours — Lanie McMullin/Lane Lythgoe $5,760
Timeline: Week five or six
5.) Gatekeeper interviews
The city would be charged with providing DDI with a list of people they feel we should
speak to in the city and neighboring areas. Most of these interviews will take place over
the phone; however, we have set aside an additional day in the city for in- person
interviews.
The interviews are very important to the overall plan — so that it fits the wishes of the
individual communities, and includes their input.
Cost: Included in item #4
Timeline: Week five or six
6.) Tourism Development Action Plan
This is the element where the plan is actually written. There will be two distinct sections
to the plan: a development plan and a three -year marketing plan. The development plan
will include the following elements:
• Situation analysis
• Overall recommendations for the city
- Tourism recruitment program (A needs list of development projects)
- Tie to non - tourism economic development plan and
marketing/recruitment effort
• Specific recommendations by geographic area of the city
• Costs, timelines, funding issues
• Implementation program and costs
It will also include specific recommendations, tying each to planning and economic
development efforts already in place.
The plan's development will incorporate the following elements:
• Evaluation and recommendations of current tourism programs.
• Recommendations on how to increase market -share and tourism spending.
• A close look at existing and future tourism facilities and amenities, providing
recommendations regarding repositioning, modifications and upgrades, enhancements,
themes, etc.
• Recommendations regarding transportation issues.
• Identify tourism expansion opportunities in both programs, attractions, and
development.
• We will also take a close look at events, productions, tours and walks to gauge fit and
then develop marketing strategies, and infrastructure improvements to make them
successful.
• Develop potential projects that can fill gaps in the overall tourism "product offerings."
• Evaluate visitor information services: manned services, kiosks, wayfinding, interpretive
signage, etc.
• Evaluate critical -mass: pedestrian shopping areas, lodging, dining, and attractions
(public and private).
• We will also provide recommendations regarding overall architectural and streetscape
design, signage (retail and public), gateways and entrance signs, facade improvements,
etc.
• Establishment of performance measures.
Cost: 32 hours — Roger Brooks $5,760
12 hours — research assistance, proofing, edits, etc. $960
Timeline: Weeks 7 through 11
7.) Three -vear Tourism Marketing Program
The marketing program will be developed to:
a. Assist in recruiting tourism and non - tourism industry to the area
b. Positioning of the community and area (branding, image development)
c. Encourage visitors to frequent the area on a year -round basis
d. To encourage more upscale travel to the area over time
The marketing plan will include the following elements:
• Identification and research to determine primary and secondary markets in terms
of geography, demographics, and psychographics
• Advertising venues, public /media relations outlets
• Competitive research and analysis
• Overall theme(s), image & branding strategies & recommendations
• Marketing logo review
• Collateral & fulfillment materials (recommendations, examples)
- Website(s)
- Brochures and printed materials
• Advertising and public relations plan
• Community outreach
• Detailed budgets, timelines for each of the three years in the plan
• Implementation (lead organization, contracts, etc.)
• Partnership development (public /private)
• A business travel sales and marketing program
Cost: 28 hours — Roger Brooks $5,040
22 hours — demographic and media research $1,870
Timeline: Weeks 7 through 11
During this "plan development" phase of the program, a mid - process trip to Round Rock
may be necessary (and is included in this Scope of Work), to meet with gatekeepers,
committee members, etc. to review funding sources, preliminary marketing/development
recommendations, etc. This would be a two or three -day trip for Roger Brooks.
While the plan's development is taking place, we would implement a public outreach
program designed to bring entities together, and educate local residents as to the benefits
of tourism. This is primarily accomplished through a series of additional public
presentations at local luncheons and meetings: Chamber of Commerce, auxiliaries
(Rotary, Kiwanis, etc.), city and county council study or work sessions, planning
commission meetings, etc. These presentations are interactive and entertaining, and are
designed to get residents and organizations enthused about tourism and what it brings to
the community.
These would take place immediately following the initial workshop, and on the
subsequent mid - process visit to Round Rock.
8.) Public presentation of the final plan
Once the plan (development and marketing) is developed in draft form, it will be sent to
the city in PDF format on CD and available for download. Hard copies (in color) would
be made available to each member of the steering committee.
The committee would have a week or two to go through the Plan, make comments,
suggestions, corrections and may even meet to discuss the findings and
recommendations. Comments and /or changes would be sent to DDI and incorporated into
a final plan.
Once the plan is completed, a public presentation (or workshop) would be facilitated to
showcase the recommendations. We recommend a two -hour meeting so we can spend an
hour specifically dedicated to the marketing effort and plan, and then an hour talking
about the development side of the plan. There would be ample time for questions and
discussion of the various recommendations.
Cost: 9 hours — Roger Brooks $3,240
Timeline: Week 14
9.) Final plan
The final plan would be available on CD (20 copies will be given to the city), and would
be available for download on the DDI website. It will be provided, in full- color, in PDF
format (print resolution). Twelve full -color printed and bound copies would also be
provided. Also included, will be up to four renderings of recommended decorative
signage, informational kiosks or other elements of the plan.
Cost: Cost of binding, labor, printing, CD's, jewel cases, etc. $700
Cost: Four artist renderings @ $700 each $2,800
Timeline: Beginning of project — mid -June, 2003 with completion scheduled for the end
of September, 2003.
Total cost of developing the Plan: $40,810
10.) Travel and related costs
Travel costs will be billed at actual cost. Meal allowance is $50 per day, per person. This
project will involve three trips to Round Rock over the course of the program, one in the
beginning (assessment & interviews), one mid -term to review findings, etc. with
gatekeepers (committee), and a final presentation.
Estimated lodging costs: $800
Estimated airfares: $2,500
Meals, rental cars, misc. travel costs (estimated) $1,850
Total cost of program: $45,960
11.) Payment schedule
DDI will bill Round Rock at the end of each month for work performed during that
month, identified by specific task as identified herein. Billings will include a detailed
report of progress made during the month, by element per this Scope of Work.
All travel and related costs are billed at cost. There are no sub - contracted parties involved
in the development of this plan.
This Scope of Work will be developed not to exceed the total sum of $45,960. This cost
includes all travel costs, mailing, overhead, long distance and any other costs associated
with the development of the Plan.
0849/6 09:50 FAX 512 218 5548 PARD
SUN -18 -2003 16:29 FROM:COUNTRY INSURANCE 3603579064
06/17/2903 14:87 3697547522 C 13 AND D
CERTIFICATE OF LIABILITY INSURANCE
1'ROnSSIONAL SERVICES
Rpn DER COMPANIES AFFORDING COVERAGE
P " Country C asnaity Insurance Company
PO Sox 2209,
Salem, OR 97308 -2209 A Country Casualty Insurance Cowpany
INSURED
Destination Development Inc
711 Capitol Way S.
Suite 101
Olympia, WA 98501
TICS IS TO CERTIFY THAT the Insured pained above is insured by the Companies listed above with respect to
the business operations hereinafter described, fbr the types of hastuance and in accrxtlance with the provisions of
the standard policies used by the companies, end further hereinafter described. Exceptions to the policies are noted
below.
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EFTICSSVE INPIRATION
DATE MIT
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Should say of the tsar* desotibed policies be cancelled or diangad berate the espinebon date thereof, tba inning mmpany alil mail
thirty (30) days written notice to the certificate balder named below.
EXHIBIT
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SIGNATURE OF AU'I11Olt&ED REPRESBNTATSVR
Richard Royce, Agent
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ID)Cta -MRY INSURANCE
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WHEREAS, the City of Round Rock desires to retain consulting
services for the development of a long -range tourism plan, and
WHEREAS,Destination Development, Inc. has submitted an Agreement
for Consulting Services ( "Agreement ") to provide the aforesaid
services, and
WHEREAS, the City Council desires to enter into said Agreement
with Destination Development, Inc., Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City an Agreement for Consulting Services with
Destination Development, Inc. for the development of a long -range
tourism plan, a copy of same being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 26th day of June, 2003.
ST:
J. 41A2
CHRISTINE R. MARTINEZ, City Secfetary
® PFDesktop\:: OIXM/ WORLOO X /0: /WOOX /RESOLUTI /R30626G2. WPO /9c
RESOLUTION NO. R- 03- 06- 26 -11G2
Cit
WE , Mayor
of Round Rock, Texas
CITY OF ROUND ROCK
AGREEMENT FOR CONSULTING SERVICES
WITH DESTINATION DEVELOPMENT, INC.
THIS AGREEMENT is made and entered into on this the day of the month of
, 2003, by and between the CITY OF ROUND ROCK, a Texas home -rule municipal
corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664 -5299
(hereinafter referred to as the "City"), and DESTINATION DEVELOPMENT, INC., whose
offices are located at Evergreen Plaza Suite 101, 711 Capitol Way South, Olympia, Washington
98501 (hereinafter referred to as "Consultant ").
WHEREAS, City desires to contract for Consultant's performance of professional
consulting services for development of the City's Tourism Development Plan, and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
RECITALS:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date it has been signed by every party hereto,
and shall remain in full force and effect unless and until it expires by operation of the term
indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved, but in no event later than one hundred eighty (180) calendar days
from the effective date hereof.
1.02 GENERAL CONDITIONS
The General Conditions contained herein shall apply to the Scope of Services, attached
hereto as. Exhibit "A" and made a part hereof of all appropriate purposes. This Agreement and
such Scope of Services is entered into by and between the City of Round Rock or its subsidiaries
or affiliates (collectively "City") and Destination Development, Inc., or any entity directly or
indirectly owned or controlled by same (collectively "Destination ").
s \ TEMPDDICatranDIXJkg
1
EXHIBIT
1 IIA.1
1.03 SCOPE OF SERVICES
For purposes of this Agreement, Consultant has issued its Scope of Services for the
assignment(s) delineated therein. Such Scope of Services is appended to this Agreement and is
labeled as Exhibit "A." Such Scope of Services shall be deemed to incorporate the General
Conditions contained herein. Except with respect to the description of specific services and fees
for the assignment(s) delineated therein, the General Conditions of this Agreement and this
Agreement itself shall prevail over any conflicting terms therein. Taken together with the
appended Scope of Services, the General Conditions contained in this Agreement shall evidence
the entire understanding and agreement between the parties and supersede any prior proposals,
correspondence or discussions.
Consultant shall satisfactorily provide all services described under the attached Scope of
Services. Consultant's undertakings shall be limited to performing services for City and/or
advising City concerning those matters on which Consultant has been specifically engaged.
Consultant shall perform its services in accordance with these General Conditions and this
Agreement, in accordance with the appended Scope of Services, in accordance with due care,
and in accordance with prevailing consulting industry standards for comparable services.
1.04 PAYMENT FOR SERVICES; SUPPLEMENTAL AGREEMENTS
Payment for Basic Services: In consideration for the consulting services to be
performed by Consultant, City agrees to pay Consultant the following sum(s) as stated herein:
Basic Services Not to exceed $ 40,810.00
Reimbursable Travel Expenses Not to exceed $ 5,150.00
Unless subsequently changed by additional Supplemental Agreement to this Agreement,
duly authorized by City Council Resolution, Consultant's total compensation hereunder shall not
exceed $45,960.00 including any Reimbursable Travel Expenses. This amount represents the
absolute limit of City's liability to Consultant hereunder unless same shall be changed by
additional Supplemental Agreement hereto.
Deductions. No deductions shall be made from Consultant's compensation on account
of penalty, liquidated damages or other sums withheld from payments to Consultant.
Additions. No additions shall be made to Consultant's compensation based upon Project
claims, whether paid by City or denied.
Supplemental Agreements. The terms of this Agreement may be modified by written
Supplemental Agreement hereto, duly authorized by City Council Resolution, if City determines
that there has been a significant change in (1) the scope, complexity, or character of the services
to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the teen of this Agreement. Consultant
2
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant
relating to additional work not directly authorized by Supplemental Agreement.
1.05 TIMETABLES
Unless otherwise indicated to Consultant in writing by City, or unless Consultant is
unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control,
the following timetable structure and deliverable due dates shall apply: Not to exceed one
hundred eighty (180) calendar days from date of execution hereof.
1.06 TERMS OF PAYMENT; REIMBURSABLE TRAVEL EXPENSES
Invoices. To receive payment for services, Consultant shall submit a series of monthly
invoices in a form acceptable to City. Each invoice for professional services shall track the
attached Scope of Services, and shall detail the services performed, along with documentation
for each service performed. All payments to Consultant shall be made on the basis of the
invoices submitted by Consultant and approved by City. Such invoices shall conform to the
schedule of services and costs in connection therewith. All invoices shall indicate actual hours
worked by Consultant. All Reimbursable Travel Expenses shall be clearly shown. Should
additional backup material be requested by City, Consultant shall comply promptly. In this
regard, should City determine it necessary, Consultant shall make all records and books relating
to this Agreement available to City for inspection and auditing purposes.
Payment of Invoices. City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of invoices, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 1.07 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and City or because of amounts which City has a right to withhold under this Agreement or state
law. City shall be responsible for any sales, gross receipts or similar taxes applicable to the
services, but not for taxes based upon Consultant's net income.
Offsets. City may, at its option, offset any amounts due and payable under this
Agreement against any debt (including taxes) lawfully due to City from Consultant, regardless of
whether the amount due arises pursuant to the terms of this Agreement or otherwise and
regardless of whether or not the debt due to City has been reduced to judgment by a court.
Reimbursable Travel Expenses. Payment for reimbursable travel expenses hereunder
shall not exceed the maximum sum of $5,150.00. City shall pay Consultant for reimbursable
travel expenses on a monthly basis, as invoiced and documented, at actual cost.
3
1.07 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Consultant will be made within thirty (30) days of the day on which City receives the
performance, or within thirty (30) days of the day on which the performance of services was
complete, or within thirty (30) days of the day on which City receives a correct invoice for the
performance or services, whichever is later. Consultant may charge a late fee (fee shall not be
greater than that which is permitted by Texas law) for payments not made in accordance with
this Prompt Payment Policy; however, this policy does not apply to payments made by City in
the event:
1. There is a bona fide dispute between City and Consultant concerning the services
performed that causes the payment to be late; or
2. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
3. There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its supplier concerning the services performed which causes the
payment to be late; or
4. The invoice is not mailed to City in strict accordance with instructions, if any, on
any purchase order or this Agreement.
1.08 NON - APPROPRIATION
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Consultant a written notice of termination at the end of its then - current fiscal year.
1.09 TERMINATION OR DEFAULT
Termination. In connection with the work outlined in this Agreement, it is agreed and
fully understood by Consultant that City may cancel or indefmitely suspend further work
hereunder or terminate this Agreement either for cause or for the convenience of City, upon
thirty (30) days' written notice to Consultant, with the understanding that immediately upon
receipt of said notice all work and labor being performed under this Agreement shall cease.
Consultant shall invoice City for all work satisfactorily completed and shall be compensated in
accordance with the terms of this Agreement for all work accomplished prior to the receipt of
said notice. No amount shall be due for lost or anticipated profits. Unless otherwise specified
herein, all plans, surveys, and other data, designs and work related to the Project shall become
the property of City upon termination of this Agreement, and shall be promptly delivered to City
4
in a reasonably organized form without restriction on future use. Should City subsequently
contract with a new consultant for continuation of services on the Project, Consultant shall
cooperate in providing information.
Consultant may terminate this Agreement only for cause, that being in the event of a
material and substantial breach by City, or by mutual agreement to terminate evidenced in
writing by and between the parties.
Default. Nothing contained in the preceding paragraph shall require City to pay for any
work which is unsatisfactory as determined by City or which is not submitted in compliance with
the terms of this Agreement. City shall not be required to make any payments to Consultant
when Consultant is in default under this Agreement, nor shall this paragraph constitute a waiver
of any right, at law and at equity, which City may have if Consultant is in default, including the
right to bring legal action for damages or to force specific performance of this Agreement.
1.10 CITY'S RESPONSIBILITIES
Full information. City shall provide full information regarding Project requirements.
City shall have the responsibility of providing Consultant with such documentation and
information as is reasonably required, if any, to enable Consultant to provide the services called
for. City shall cause its employees and any third parties who are otherwise assisting, advising or
representing City to cooperate on a timely basis with Consultant in the provision of its services.
Consultant may rely upon written information provided by City and its employees and agents as
accurate and complete. Consultant may rely upon any written directions provided by City and its
employees and agents concerning provision of services.
Designate representatives. City shall designate, when necessary, representatives
authorized to act in its behalf. City shall examine documents submitted by Consultant and render
decisions pertaining thereto promptly to avoid unreasonable delay in the orderly progress of
Consultant's work.
Tests and inspections. City shall furnish or pay for tests, reports and inspections as
required by law or Project documents.
1.11 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, not City's employee. Consultant's employees or
subcontractors are not City's employees. This Agreement does not create a partnership
relationship. Neither party has authority to enter into contracts as agent for the other party.
Consultant and City agree to the following rights consistent with an independent contractor
relationship:
1. Consultant has the right to perform services for others during the term of this
Agreement; and
5
2. Consultant has the sole right to control and direct the means, manner and method
by which services required by this Agreement will be performed; and
3. Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement; and
4. Consultant or Consultant's employees or subcontractors shall perform the services
required by this Agreement. City shall not hire, supervise, or pay any assistants
to help Consultant; and
5. Neither Consultant nor Consultant's employees or subcontractors shall receive
any training from City in the skills necessary to perform the services required by
this Agreement; and
6. City shall not require Consultant or Consultant's employees or subcontractors to
devote full time to performing the services required by this Agreement; and
7. Neither Consultant nor Consultant's employees or subcontractors are eligible to
participate in any employee pension, health, vacation pay, sick pay, or other
fringe benefit plan of City.
1.12 CONFIDENTIALITY; DISPOSITION OF MATERIALS
Each party shall take reasonable measures to preserve the confidentiality of any
proprietary or confidential information provided to it in connection with this engagement,
provided that no claim may be made for any failure to protect information that occurs more than
two (2) years after the termination or expiration of this Agreement.
At the conclusion of the engagement, upon written request, each party shall return to the
other all materials, data and documents that have been provided to the other party, except that
Consultant may retain one (1) copy of City's materials for its archival purposes, subject to
Consultant's confidentiality obligations hereunder. City shall retain ownership of all data and
materials provided by it to Consultant. Original drawings shall remain the property of
Consultant.
1.13 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of this Agreement
and the appended Scope of Services, then and in that event City shall give written notification to
Consultant; thereafter, Consultant shall either (a) promptly re- perform such services to City's
satisfaction at no additional charge, or (b) promptly refund the portion of the fees paid with
respect to such services.
6
In the event that re- performance of services or refund of applicable fees would not
provide an adequate remedy to City for damages arising from the performance, nonperformance
or breach of this Agreement and the appended Scope of Services, then and in that event
Consultant's maximum total liability, including that of any employee, affiliate, agent or
contractor, relating to its services, regardless of the cause of action, shall be limited to direct
damages in an amount not to exceed the total fees payable under this Agreement.
The foregoing limitation of liability shall not apply to the extent that any liability arises
from the gross negligence or willful misconduct of Consultant, its employees, affiliates, agents or
contractors, or from bodily injury, death of any person, or damage to any real or tangible
personal property. Neither party shall be liable for any indirect, special or consequential
damages.
1.14 INDEMNIFICATION
Consultant agrees to hold harmless, defend, and indemnify City for and from any third
party claim or liability (including reasonable defense costs and attorneys' fees) to the extent
arising from or in connection with the negligence of Consultant or its employees or agents in the
course of performing services. The limitation of liability set forth in Section 1.13 herein applies
to Consultant's indemnity obligations pursuant to this Section 1.14, but the limitation shall not
apply to the extent that any liability arises from the gross negligence or willful misconduct of
Consultant, its employees, affiliates, agents or contractors or from bodily injury, death of any
person, of damage to any real or tangible personal property.
Except to the extent that Consultant is obligated to indemnify City, City shall indemnify
and hold Consultant, its employees, affiliates or agents harmless from any third party claim or
liability (including reasonable defense costs and attorneys' fees) to the extent arising from or in
connection with the services performed by Consultant or City's use thereof.
1.15 INSURANCE
Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the term
of this Agreement professional liability insurance coverage in the minimum amount of One
Million Dollars from a company authorized to do insurance business in Texas and otherwise
acceptable to City.
Snbconsultant Insurance. Without limiting any of the other obligations or liabilities of
Consultant, Consultant shall require each subconsultant performing work under this Agreement
to maintain during the term of the Agreement, at the subconsultant's own expense, the same
stipulated minimum insurance required in the immediately preceding paragraph, including the
required provisions and additional policy conditions as shown below. As an alternative,
Consultant may include its subconsultants as additional insureds on its own coverages as
7
prescribed under these requirements. Consultant's certificate of insurance shall note in such
event that the subconsultants are included as additional insureds.
Consultant shall obtain and monitor the certificates of insurance from each subconsultant
in order to assure compliance with the insurance requirements. Consultant must retain the
certificates of insurance for the duration of this Agreement, and shall have the responsibility of
enforcing these insurance requirements among its subconsultants. City shall be entitled, upon
request and without expense, to receive copies of these certificates of insurance.
Insurance Policy Endorsements. Each insurance policy hereunder shall include the
following conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation,
non - renewal or any material change in coverage, a notice thereof shall be given to City
by certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant shall also notify City, within 24 hours of receipt, of any notices of expiration,
cancellation, non - renewal, or material change in coverage it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against City for
payment of any premiums or assessments for any deductibles which all are at the sole
responsibility and risk of Consultant.
(3) Terms "City" or "City of Round Rock" shall include all authorities, boards,
commissions, departments, and officers of City and individual members, employees and
agents in their official capacities, or while acting on behalf of the City of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage
currently held by City, to any future coverage, or to City's Self- Insured Retentions of
whatever nature.
Cost of Insurance. The cost of all insurance required herein to be secured and
maintained by Consultant shall be borne solely by Consultant, with certificates of insurance
evidencing such minimum coverage in force to be filed with the City. Such Certificates of
Insurance are evidenced as Exhibit `B" entitled "Certificates of Insurance."
1.16 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Compliance with Laws. Consultant, its consultants, agents, employees and
subcontractors shall use best efforts to comply with all applicable federal and state laws, the
8
Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules
and regulations promulgated by local, state and national boards, bureaus and agencies.
Consultant shall further obtain all permits and licenses required in the performance of the
services contracted for herein.
Taxes. Consultant will pay all taxes, if any, required by law arising by virtue of the
services performed hereunder. City is qualified for exemption pursuant to the provisions of
Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act.
1.17 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required for the
Project.
1.18 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
1.19 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. City will not do the following:
1. Withhold FICA from Consultant's payments or make FICA payments on
Consultant's behalf; or
2. Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
3. Withhold state or federal income tax from Consultant's payments.
1.20 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
9
2. Three (3) days after being deposited in the United States mail, with postage prepaid to
the recipient's address as stated in this Agreement.
Notice to Consultant:
Roger A. Brooks, President
Destination Development, Inc.
Evergreen Plaza Suite 101
711 Capitol Way South
Olympia, WA 98501
Notice to City:
James Nuse
City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
1.21 APPLICABLE LAW; ENFORCEMENT AND VENUE
1.22 EXCLUSIVE AGREEMENT
1.23 DISPUTE RESOLUTION
10
Stephan L. Sheets
City Attorney
309 East Main Street
Round Rock, TX 78664
This Agreement shall be enforceable in Round Rock, Williamson County, Texas, and if
legal action is necessary by either party with respect to the enforcement of any or all of the terms
or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This
Agreement shall be governed by and construed in accordance with the laws and court decisions
of the State of Texas.
This document, and all appended documents, constitutes the entire Agreement between
Consultant and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing.
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
any such dispute or claim will be sought to be resolved with the help of a mutually selected
mediator. If the parties cannot agree on a mediator, City and Consultant shall each select a
mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than
attorney fees, associated with the mediation shall be shared equally by the parties.
City and Consultant hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1 -14) or any applicable state arbitration statute.
1.24 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
1.25 MISCELLANEOUS PROVISIONS
Standard of Care. Consultant represents that it is specially trained, experienced and
competent to perform all of the services, responsibilities and duties specified herein and that such
services, responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner according to generally accepted business attraction practices.
Time is of the Essence. Consultant understands and agrees that time is of the essence and
that any failure of Consultant to complete the services for each phase of this Agreement within
the agreed Project schedule will constitute a material breach of this Agreement. Consultant shall
be fully responsible for its delays or for failures to use best efforts in accordance with the terms
of this Agreement. Where damage is caused to City due to Consultant's failure to perform in
these circumstances, City may withhold, to the extent of such damage, Consultant's payments
hereunder without waiver of any of City's additional legal rights or remedies. City shall render
decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly
progress of Consultant's work.
Force Majeure. Neither City nor Consultant shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible or circumstances beyond its control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
IN WITNESS WHEREOF, City and Consultant have executed this Agreement on the dates
indicated.
11
CITY OF ROUND ROCK, TEXAS ATTEST:
By:
Nyle Maxwell, Mayor Christine R. Martinez, City Secretary
Date Signed: Date Signed:
DESTINATION DEVELOPMENT, INC.
By:
Roger A. Brooks, President
Date Signed:
ATTACHMENTS
Exhibit "A": Scope of Services
Exhibit "B ": Certificates of Insurance
12
CITY OF ROUND ROCK, TEXAS
Tourism Development & Marketing Plan
SCHEDULE A: Scope of Work
There are numerous elements in creating a Comprehensive Tourism Development
Action Plan, which are outlined herein. Each element listed Includes a very brief
description of the work along with timelines and not -to- exceed costs.
1,1 Marketing assessment (non professional)
This project is assigned to two non - professionals who are directed to plan a trip to the
general area of Texas. They are given approximately 100 questions to answer and they
are to use whatever means they would typically use in planning a vacation, retreat,
conference or getaway, The process usually takes two weeks and during the process
they are eventually led (by our staff) to the specific area (Round Rock) by additional
questions asked of them.
Cost: 8 hours @ $45 hour (Non - professional) $360
6 hours (Roger) Write findings, lead effort $1,080
Timeline: Weeks one and two
A findings report will be included in the final plan. This lets us know how easy it is to find
Information about Round Rock, the area in general, and whether or not the people they
spoke with, the printed materials, and/or website were effective in "closing the sale." And
If not, why not. What was missing?
One person will focus on business - related travel, while the other on leisure travel. Both
business and leisure travel are equally addressed.
2.) Marketing assessment [professional)
The professional marketing assessment includes an in -depth review of current and
previous marketing efforts including advertising, public relations, outreach efforts,
website(s), printed marketing materials, trade shows, distribution of materials, etc. The
marketing assessment gauges the marketing effectiveness, Image, branding, continuity,
reach into the major market areas, etc.
Additionally, this element of the plan also Includes cold -calls to regional visitor
information centers, hotels and other sources within the market areas from which Round
Rock Is hoping to draw visitors (Dallas/Fort Worth, San Antonio, Houston, Austin, etc.).
This will allow us to identify attitudes, perceptions, and overall Image of the city.
Identifying what potential visitors think of the area will allow us to build a positioning and
image development (branding) program: what sets Round Rock apart from competing
communities, and to build "Top of Mind Awareness."
Cost: 8 hours — Kezia Johnson, Beth Hannon $680
10 hours — Roger Brooks $1,800
EXHIBIT
" A
Timeline: Weeks three and four
The marketing assessment will be incorporated as part of the marketing plan as a
foundation for the marketing and branding recommendations. The City will need to
provide copies of all ads that have run, marketing budgets, plans, results (If known),
measurables, etc. so that we can be provided an accurate picture of the marketing effort:
what has worked, what hasn't.
3.) Review of existing plans, research & public outreach efforts
One of the primary benefits of creating a Tourism Development Plan Is the ability to
incorporate previous and ongoing studies, research and recommendations, tying them
all together into a single, cohesive action plan. This element of the project includes
taking an in -depth look at current planning, permitting, zoning efforts, development
pattems, infrastructure improvements, design concepts and review, market research
etc. We do not want to reinvent the wheel or duplicate efforts, and will Incorporate this
prior and ongoing research/planning Into the action plan.
Cost 10 hours — Roger Brooks $1,800
4 hours — Becky Durkin (information gathering) $320
Timeline: Weeks four and five
4.1 Site assessments & initial recommendations
This element of the plan will take place In Round Rock. Site assessments include a
detailed look at the following elements from the eyes of a visitor:
• Stgnage, wayfinding and gateways (private and public, city, county & state)
• Activities and attractions
• Visitor amenities (restrooms, parking, parks, etc.)
• Lodging & dining
• Curb appeal
• Critical mass
• Review and assess arts and cultural programs, events
- Festivals and events
• Arts and cultural activities, programs & attractions
This process will take a full week as follows:
a.) Overall look at the City from primary market areas (coming Into the city from all
directions, from major market and other destination- oriented areas, such as the
Dallas, Austin, Houston, etc.) This portion usually takes three days and includes
stopping at visitor information centers along the way, assessing wayfinding
signage, county entrance signage and beautification, initial Impressions, etc.
b.) Community Assessment and Findings. This is a two hour workshop which would
includes dozens of photographs of the community. Shortcomings are addressed,
and for each, a low -cost "suggestion" win be given. DDI will provide a template
meeting notice to the City for use in getting local residents and business Interests
to attend: The City /Chamber would be responsible for securing the venue, getting
the word out, and for providing necessary amenities for the presentation.
1"HUt U 1
At the workshop, attendees will be given the opportunity to ask questions, provide input
and are encouraged to send us (usually via e- mail), their concems, comments, and
suggestions regarding tourism development and marketing. This way local residents
have an opportunity to provide input, and address their concerns and vision for Round
Rock's future.
The community should know about the workshop and should be encouraged to attend,
but should not be notified of the dates or times well be performing the actual
assessment. The assessment process includes talking to local merchants, visitors and
others and if they know we are "in town assessing them, we will not be able to get an
accurate picture of local attitudes, challenges, and needs.
Cost: 48 hours — Roger Brooks $8,640
48 hours — Lanie McMullin /Lane Lythgoe $5,760
Timeline: Week five or six
5.) Gatekeeper Interviews
The City would be charged with providing DDI with a list of people they feel we should
speak to in the city and neighboring areas. Most of these Interviews will take place over
the phone, however, we have set aside an additional day in the City for in- person
interviews.
The interviews are very Important to the overall plan — so that It fits the wishes of the
individual communities, and includes their input.
Cost: Included In Item #4
Timeline: Week five or six
6.) Tourism Development Action Plan
This is the element where the plan Is actually written. There will be two distinct sections
to the plan: a development plan and a three -year marketing plan. The development plan
will include the following elements:
• Situation analysis
• Overall recommendations for the City
- Tourism recruitment program (A needs list of development projects)
- Tie to non - tourism economic development plan and
marketing/recruitment effort (if In place)
• Specific recommendations by geographic area of the city
• Costs, timelines, funding Issues
• Implementation program and costs
It will also include specific recommendations, tying each to planning and economic
development efforts already in place.
The plan's development will incorporate the following elements:
• Evaluation and recommendations of current tourism programs.
- Recommendations on how to Increase market -share and tourism spending.
- A close look at existing and future tourism facilities and amenities, providing
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L RNLI U PAGE 05
recommendations regarding repositioning, modifications and upgrades. enhancements,
themes, etc.
• Recommendations regarding transportation issues.
• Identify tourism expansion opportunities in both programs, attractions, and
development.
• We will also take a close look at events, productions, tours and walks to gauge fit and
then develop marketing strategies, infrastructure improvements to make them successful
• Develop potential projects that can fill gaps in the overall tourism "product offerings."
• Evaluate visitor information services: manned services, kiosks, wayfinding. Interpretive
signage, etc.
• Evaluate critical -mass: pedestrian shopping areas, lodging, dining, and attractions
(public and. private).
• We will also provide recommendations regarding overall architectural and streetscape
design, signage (retail and public), gateways and entrance signs, facade improvements,
etc.
• Establishment of performance measures: Increased retail spending, ovemight stays
(occupancy), per room revenues, meeting/convention sales increases
• Evaluation of lodging tax distribution over the past three to five years with
recommendations for future spending and related criteria.
Cost: 32 hours — Roger Brooks $5,760
12 hours — research assistance, proofing, edits, etc. $960
Timeline: Weeks 7 through 11
7.) Three -vear Tourism Marketing Program
The marketing program will be developed to:
a. Assist In recruiting both tourism and non - tourlsm Industries to the area
b. Positioning of the community and area (branding, image development)
c. Encourage visitors to frequent the area on a year -round basis
d. To encourage more upscale travel to the area over time
The marketing plan will include the following elements:
• Identification and research to determine primary and secondary markets In
of geography, demographics, and psychographics
• Advertising venues, public/media relations outlets
• Competitive research and analysis
• Overall theme(s), Image & branding strategies & recommendations
• Marketing logo review
• Collateral & fulfillment materials (recommendations, examples)
- Webslte(s)
- Brochures and printed materials
• Advertising and public relations plan
• Community outreach
• Detailed budgets, timelines for each of the three years in the plan
• Implementation (lead organization, contracts, etc.)
• Partnership development (public/private)
• A business travel sales and marketing program
terms
•06/09/2003 09:22 3607547622
C B AND D PAGE 06
Cost: 28 hours — Roger Brooks $5,040
22 hours — demographic and media research $1,870
Timeline: Weeks 7 through 11
During this °plan development" phase of the program, a mid - process trip to Round Rock
may be necessary (and is included in this Scope of Work), to meet with gatekeepers,
committee members, etc. to review funding sources, preliminary marketing /development
recommendations, etc. This would be a two or three -day trip for Roger Brooks.
While the plan's development is taking place, we would implement a public outreach
program designed to bring entities together, and educate local residents as to the
benefits of tourism. This is primarily accomplished through a series of additional public
presentations at local luncheons and meetings: Chamber of Commerce, auxillartes
(Rotary, }Gwenis, eta), city and county council study or work sessions, planning
commission meetings, etc. These presentations are interactive and entertaining, and are
designed to get residents and organi2ations enthused about tourism and what it brings
to the community.
These would take place immediately following the initial workshop, and on the
subsequent mid -process visit to Round Rock.
S.) Public presentation of the final plan
Once the plan (development and marketing) Is developed in draft form, it will be sent to
the City in PDF format on CD and available for download. Hard copies (in color) would
be made available to each member of the steering committee.
The committee would have a week or two to go through the Plan, make comments,
suggestions, corrections and may even meet to discuss the findings and
recommendations, Comments and/or changes would be sent to DDI and Incorporated
Into a final plan.
Once the plan is completed, a public presentation (or workshop) would be facilitated to
showcase the recommendations. We recommend a two -hour meeting so we can spend
an hour specifically dedicated to the marketing effort and plan, and then an hour talking
about the development side of the plan. There would be ample time for questions and
discussion of the various recommendations.
Cost 9 hours — Roger Brooks $3,240
Timeline: Week 14
9.) Final plan
The final plan would be available on CD (20 copies will be given to the City), and would
be available for download on the DDI website. It will be provided, in full-color, in PDF
format (print resolution). Twelve full -color printed and bound copies would also be
provided. Also included, will be up to four renderings of recommended decorative
signage, informational kiosks or other elements of the plan.
Cost Cost of binding, labor, printing, CD's, jewel cases, etc. $700
Cost: Four artist renderings $700 each $2,800
+00 /07 /4u0J u7:GG .bO1O4 /bZZ
•
C B AND D PAGE 07
Timeline: Beginning of project — mid -Jun3, 2003 with completion scheduled for the end
of September, 2003.
Total cost of developing the Plan: $40,810
10.1 Travel and related costs
Travel costs will be billed at actual cost. Meal allowance Is $50 per day, per person. This
project will involve three trips to Round Rock over the course of the program, one In the
beginning (assessment & interviews), one mid -term to review findings, etc. with
gatekeepers (committee), and a final presentation.
Estimated lodging costs: $800
Estimated airfares: $2,500
Meals, rental cars, misc. travel costs (estimated) $1,850
Total cost of program: $45,980
11.1 Pavment schedule
DDI will bill the City of Round Rock at the end of each month for work performed during
that month, identified by specific task as identified herein up to a total of $36,000. The
remaining $9,960 of this contract shall be due and payable upon receipt of the final Plan
and deliverables. Monthly billings will include a detailed report of progress made during
the month, by element, per this Scope of Work.
All travel and related costs are billed at cost. There are no sub- contracted parties
involved in the development of this plan.
This Scope of Work will be developed not to exceed the total sum of $45,960. This cost
includes all travel costs, mailing, overhead, long distance and any other costs associated
with the development of the Plan.
08/19/03 09:50 FAX 512 218 5548 PARD
JUN -18 -2003 16:29 FROM :QUHTI2Y INSURANI.E 36035( 4
86/7.712883 14:37 3607547522 C B AHD D
CRRTIFICATE OF LTABJLITY INSURANCE
PROFESSIONAL SERVICES
p re "Casualty Insurance Company
PO Box 2209,
Salem, OR 97308 -2209
2 5t1RBD
Destination Development Inc
711 Capitol Way S.
Suite 101
Olympia, Trak 98501
MS IR TO CERTIFY THAT the Insured named above is insured by the Companies listed above with respect to
rho business operatdons he>teinaftcr desenbed, fbr the types of insurance and in &mistimes will; the provtsiaas of
the standard policies used by the companies, end further hereimsfter deseribed. Exceptions to the policies are noted
below_
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te3CRIPTIONOFSPECIALITEMS/16:C13110MS
Should any of the above described policies be oc 1i d or chimed wore the etpirst ms date tbeteoi, the latairts company will mail
tidy (30) days writ= notice to the certificate holder Canted below.
CEREP3CATB HOLDER:
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MATS DATE
of Reoad Rock
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EXHIBIT
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JUN -17 -2003 03:07PM TEi)3607S47622
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Date; 06/18/2003
LIMITS
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Agent
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COMPANIES AFFORDING COVERAGE
A Country Casualty Insurance Company
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SIGNATURE OF AIIII1ORJZED REPRE8RNTAT1VE
Richard Royce, Agent
N a m e : :
PP0E:004 R =1e0e
DATE:
SUBJECT:
ITEM:
History:
Impact /Benefit:
Public Comment:
Sponsor:
June 10, 2003
City Council Meeting - June 26, 2003
11.G.2. Consider a resolution authorizing the Mayor to
execute an Agreement for Consulting Services with
Destination Development, Inc, for the development
of a long -range tourism plan.
Resource: Sharon Prete, Parks and Recreation Director
Last September the Chamber, City and local tourism industry
representatives began meeting to discuss present and future
tourism opportunities. It soon became apparent that a long -
range tourism plan was needed and that steps should be taken
to hire a consultant to assist us in the development of the plan.
Funding:
Cost: $45,960.00
Source of Funds: Hotel Occupancy Tax
Outside Resources:
N/A
A long -range plan will identify our strengths, weaknesses
and opportunities. It will also establish priorities, provide
a marketing strategy and guide us in the appropriation of
funds to support the plan.
N/A
Parks and Recreation Department
Mayor
Nyle Maxwell
City Manager
Jim Nuse
City Attorney
Stephan L. Sheets
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY.
June 30, 2003
Council Members
Alan McGraw
Carrie Pitt Enclosure
Scot Knight
Isabel Gallahan
Gary Coe
Mr. Roger Brooks, President
Destination Development, Inc.
Evergreen Plaza, Sutie 101
711 Capitol Way South
Olympia, WA 98501
Dear Mr. Brooks:
The Round Rock City Council approved Resolution No. R- 03- 06 -26-
11G2 at their regularly scheduled meeting on June 26 -2003. This
resolution approves the agreement for Consulting Services for the
development of a long -range tourism plan.
Enclosed is a copy of the resolution and original agreement for your
files. If you have any questions, please do not hesitate to contact
Sharon Prete at 218 -5540.
Mayor pro -tem Christine R. Martinez
Tom Nielson City Secretary
CITY OF ROUND ROCK Administrative Dept, 221 East Main Street • Round Rock, Texas 78664
Phone ytz.zt8.54o0 • Fax: 5¢,218.7097 • www. ci_round- rock.tx.us