Tourism Development Commission (Meets on the first Tuesday at 1PM)

AGENDA (amended 4.13.2022) TOURISM DEVELOPMENT COMMISSION THURSDAY, April 14, 2022, 3:00 P.M. – 4:30 P.M. Government Center 217 Video call link: https://meet.google.com/mrg-qyha-ahw Or dial: (US) +1 617-675-4444 (PIN: 748 150 271 0548#) Mission Statement: “The Superior Tourism Commission will develop, market, and promote Superior as a destination for visitors to stay and enjoy our natural landscape, culture, arts, parks, and businesses.” Commissioners: Lindsey Graskey (Chair), Keith Kern (Council Representative), Bruce Barron, JoAnn Jardine, and Pattie Soliday 1. Roll Call 2. Approval of Minutes 4/7/2022 3. Commissioner Jardine Discussion & Presentation on Film Incentives 4. Review and approve updated Swim Contract 5. Budget Review & Financial Update 6. Travel Superior Visitor Desk Proposal (tabled from 4.7.2022) 7. Bong Grant Application Proposal (tabled from 4.7.2022) 8. Set meeting time through April & May 9. Adjournment Notice is hereby given that a majority of the members of the Common Council may be present at the meeting, and although this may constitute a quorum of the Common Council, the Council will not take any action at this meeting. ********************************************************************************************************************* Pursuant to the Americans with Disabilities Act of 1990, if you are in need of an accommodation to participate in the public meeting process, please call (715) 395-7200 by 4:30 p.m. on the day prior to the scheduled meeting date (OR dial 711 for Telecommunications Relay Service). The City will attempt to accommodate any request depending on the amount of notice received. ********************************************************************************************************************* In compliance with Wisconsin Open Meetings Law, this agenda was posted on 4/13/2022 at the following locations: Superior Government Center, Douglas County Courthouse, and online at https://www.ci.superior.wi.us/agendacenter. It was also emailed to the Superior Public Library and the Superior Telegram, and PACT. Tourism Development Commission, 4/14/2022 Meeting Page 1 of 1 Tourism Development Commission 4/14/2022 PROCEEDINGS TOURISM DEVELOPMENT COMMISSION Thursday April 7, 2022 The meeting was called to order by Chair Graskey at 3:00 pm in 204 in the Government Center. 1.Roll Call Members Present: Lindsey Graskey (chair), Bruce Barron, JoAnn Jardine, Pattie Soliday City Staff Present: Mayor Paine, Deputy Clerk Becken, Contract Analyst Jane Darwin Members of Public: Shelley Nelson, Taylor Pederson, John Gidley, Briana Fiandt, Knute Pedersen, Butch Liebaert, Denny Bee, Dick Smith, Randy Freeman, Dennis Alma, Jeff Cushman, Lester and Debbie Mattison, Ray Beanto, Del and Karen Kangas, Terry Lundberg, Ryan Jack 2. Approve Minutes from 3/8/2022, 3/10/2022 Motion by Commissioner Barron, seconded by Commissioner Jardine to approve. Commissioner Soliday mentioned request to have financials added to future meeting agendas. Motion passed. Commissioner Soliday requested the agenda be taken out of order due to visitors interested in Bong center. Commission agreed. 3. Recommendation for Bong Mayor Paine introduced the grant application, sharing his view that the state statutes regarding tourism money include money for museums and he expects the other museums in the city to apply. Executive Director Gidley presented future vision for Bong Center. Commissioner Barron reflected on existing grant proposal, noting that the marketing-centered narrative of Gidley was not reflected in the grant application. Bong Center was asked to update their grant proposal and resubmit, focusing more clearly on the marketing strategy and tools Gidley talked about in order to better fit the commission’s interpretation of the tourism statute, including a budget for how the money will be spent in terms of marketing rather than a blanketed ‘operating’ request. Commissioner Barron will be meeting with the Bong Center reps to further discuss accounting and finances. 4. Review Swim Contract Commissioners reviewed contract section by section with Contract Analyst Darwin available. Modifications were made to clear up use of ‘city’ vs ‘tourism development commission’ and adjusted in part 5 and part 26. Commissioner Soliday asked for clarification in part 28 regarding trademark law. Contract Analyst Darwin will seek Tourism Development Commission, 4/07/2022 Proceedings Page 1 of 2 2 Tourism Development Commission 4/14/2022 clarification from Swim and make the adjustments noted by commission. Contract held in committee until next meeting. 5.Recommendation for Travel Superior request on Welcome Center Discussion among commissioners concerning submitted proposal with Executive Director Pederson available online. Commissioners requested a re-draft that includes updated financials to reflect income from all the different sources Travel Superior works with and anticipated expenses in a more line by line format, as there were some things under ‘operating costs’ that led to further questions—mainly the mention of ‘rent’. Commissioner Soliday noted that the budget is not likely to be completely exact and that other expenses may arise, and the commission will be open to future requests concerning the welcome center. Travel Superior staff agreed to resubmit and include the requested break down of anticipated income and operational expenses. Commissioner Barron asked they include their accounting and bookkeeping plans for the future, requesting a separate accounting method ie check book that is separate from the Chamber of Commerce. Commission to hold this in committee until Travel Superior resubmits. Per Travel Superior request--commissioners that have questions for Travel Superior, please direct them through Chair Graskey so they can stay together in 1 email chain and dialog. Commissioner Soliday questioned the visitor guide and possible distribution. Commissioner Barron thought Swim was handling the visitor guide. Commission asked for clarification, so they can approach possible distribution in the future. 6. Commissioner Jardine Discussion and Presentation on Film Incentive Held in commission due to time constraints on room—to be addressed in next meeting April 14th at 3:00 PM. 7. Adjourned until April 14th at 3:00 PM—room TBD Respectfully submitted by Stephanie Becken, Deputy City Clerk Tourism Development Commission, 4/07/2022 Proceedings Page 2 of 2 3 Tourism Development Commission 4/14/2022 Superior incentive for Lodging and Catering specifically for the film industry $20,000 Fund 25% rebate Benefits the hospitality industry: Having this incentive will encourage them to sleep here and hire our caterers. I talked to the owners of Superior Roux Catering company. They are thrilled at the possibility of feeding film crews. We could also include dining out at restaurants. A $20,000 Fund guarantees $80,000 in food / lodging would be spent – or 1,000 hotel rooms at $80/night that would otherwise go to Duluth. No risk: There is no financial risk to us. No funds go out until they have spent money here in Superior. If all the money doesn’t get used this year, we can roll it into next year. If the fund runs out of money, we could reload more money into it. Need to act quick: There are several film projects coming to the Duluth area starting this month that will need lodging. Duluth hotels are filling up and the filmmakers are currently looking for places to stay. If this can get up and running quickly we could catch May / June productions, but they are booking now. If we don’t catch those, we would need to wait until at least Q3- maybe even next year - for productions to come because the St Louis County incentive will be full very soon, once that incentive is dried up producers with look elsewhere for rebates. Delayed pay-outs: We will not have to pay out for quite a while. It will be months before we see any receipts. Typically, the project has at least 90 days to submit their receipts post wrap then it needs to be audited and then refunded…. we could expect reports for June productions to come in mid-September. Example: There is one movie coming that needs housing for 35-40 crew members, depending on how many people they can hire locally. Many projects last 3-6 weeks with people coming and going during that time. Questions? JoAnn Jardine 715-392-2747 4 Stephanie and Lindsey, I have worked with Swim this morning in regard to updating the agreement as requested by the commission. Attached is the redlined document. Please let me know if I missed anything. I thought I caught all the changes requested, but it was hard to hear and understand. I may have missed something. Here is their response in regard to explaining their process of preliminary research: Elaboration of preliminary research (I talked this over with David Sadowski -- Partner and Brand Director): If we feel a prominent creative device needs attention, like taglines or logos, we will search the internet to see if another city is using a similar device. If we discover something that we feel needs a conversation, we will bring it to your attention and, together, we will decide on a path forward. Likewise, if you discover something that you feel needs a conversation, please bring it to our attention and, together, we will decide on a path forward. In some cases we do a quick and informal search on the United States Patent and Trademark database. I am including a link here. Since our company is not a legal firm, we recommend that clients use their attorney to review subjects that the client feels deserve legal attention. https://www.uspto.gov/trademarks/search Please let me know if there are any further comments or questions. Thank you! Jane Darwin Contract Analyst City of Superior (715) 395-7557 Tourism Development Commission 4/14/2022 Professional Services Agreement Between The City of Superior and Swim Creative, LLC This Professional Services Agreement, made this ____ day of _____, 2022, by and between, Swim Creative, LLC, a Minnesota limited liability company (herein known as ‘Consultant’), and the City of Superior, a municipal corporation (herein known as ‘City’). The parties to this Agreement shall be bound by the following terms and conditions. RECITALS A. The City issued a Request for Proposals, 21-26-CLK, ‘Tourism Marketing Services’ (the ‘RFP’), incorporated herein by reference, seeking proposals from vendors for providing marketing services (the ‘Services’). The goal of the Services is to promote tourism for the City, which shall include but not be limited to maintaining and promoting commercial, hospitality and service sectors, which is intended to have significant impacts on the tourism growth of the City. The Services shall be provided in compliance with legislation, Wisconsin State Statute 66.0615. B. The Consultant responded to the RFP by submitting a proposal (the ‘Proposal’) attached hereto as Exhibit A and incorporated herein by reference, and the City desires to enter into an Agreement with the Consultant for the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenant and conditions, and other good and valuable consideration, the City and the Consultant hereby agree as follows: 1. Term The term of this agreement shall be from the date of the agreement through December 31, 2024, unless terminated as otherwise provided in the Agreement. This agreement may be extended in additional three (3) year increments, subject to mutual agreement of terms and conditions, unless terminated earlier in accordance with the terms and provisions to this agreement. 2. Services and Fees Consultant shall provide the Services for each calendar year, of the Agreement, for a not to exceed amount of two hundred fifty thousand dollars ($250,000.00). Such payment shall be full compensation for services performed or services rendered and for all labor, 5 Tourism Development Commission 4/14/2022 materials, supplies, equipment and incidentals necessary to complete the services. All other expenditures shall be the sole responsibility of the Consultant. Changes to services and/or fees must be agreed upon by both parties and acknowledged in writing in an amendment and signed by both parties. If a request for services falls outside of the not-to-exceed portion of the Services, Consultant must notify the City of Superior in writing for prior approval. All other expenditures shall be the sole responsibility of the Consultant. 3. Payments Consultant may invoice the City of Superior on a monthly basis during the progress of the work for partial payment on account for work completed and accepted to date, and shall not impose any penalties or interest for amounts invoiced. The invoice shall be itemized and in a form satisfactory to the City, of expenses incurred in the previous period. Each invoice statement shall include a record of time expended and work performed in sufficient detail to justify payment. The City shall pay agreed upon amounts within thirty (30) days of receipt. 4. Reporting Requirements Consultant shall provide the City written quarterly progress reports no later than thirty (30) days following the end of calendar year quarter. Progress reports shall include key performance indicators relative to the Services. Also, at least quarterly, the Consultant shall provide an oral report of the Consultant’s recent activities during a regularly scheduled Superior Tourism Commission meeting. Upon Request, the Consultant will provide additional requested information needed by the City in order for the City to be in compliance with Wisconsin State Statute 66.0615. 5. Work Product Prior to receiving funding, the Consultant shall annually present, for City and Superior Tourism Commission approval, an Action Plan which will provide detail, the Consultant program for the upcoming year and the Consultant’s plan for achieving these goals. General Terms and Conditions 1. No Relationship. Consultant understands and agrees that the relationship of Consultant and the City arising out of this agreement is that of a contracted service provider, not an employee or contracted employee of the City or any other entity within the municipality, and therefore, is not entitled to any benefits provided to employees of the City. 2. Taxes. Consultant will act as an independent contractor and will be responsible for all federal, state and local taxes arising in accordance with this contract, as well as any other taxes, fees or licensing expenses pertaining to these services. 3. Confidentiality. Consultant shall diligently protect the confidentiality of any information, documentation or communication received from the City that contains personal, financial or other information of a confidential nature, and shall not disclose Marketing Services Agreement 2 6 Tourism Development Commission 4/14/2022 said information to any other persons, organizations or entities without the expressed written approval of the City. 4. Qualifications. By accepting this agreement, Consultant represents that they possess the necessary skills and qualifications to perform work under this agreement. Consultant will comply with all applicable local, state, and federal licensure requirements. 5. Legal Relations. Recommendations, policies, procedures and other communications provided by the Consultant under this agreement will comply with all applicable laws, ordinances, rules and regulations promulgated and enforced by the City. The Consultant shall comply with and observe federal, state and local laws that may be applicable. In carrying out provisions of this Agreement, exercising power or authority granted to the Consultant thereby, there shall be no personal liability to the City, it being understood that in such matters the City acts as representatives of the State. The Consultant is not an agent of the State. 6. Assignment of Agreement. The Consultant shall not subcontract, assign or transfer any part of this work to any other parties without the express written agreement of the City. 7. Claims. Claims, disputes and other matters in question arising from the performance of this contract shall be brought to the City of Superior, Tourism Commission, whose decision shall be final. 8. Ownership of Documents. All documents, including any intellectual property rights thereto, prepared and submitted by the Consultant or any party pursuant to this Agreement shall become the property of the City of Superior on completion and acceptance of any of the Consultant’s work (unless otherwise agreed upon in advance) and shall be delivered to the City of Superior upon request. 9. Indemnifications. Consultant hereby agrees to indemnify, defend and hold harmless the City its elected and appointed officials, officers, employees, agents, representatives and volunteers, and each of them, from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorneys' fees, costs, and expenses of whatsoever kind or nature in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused, occasioned, or contributed to in whole or in part, by reason of any act, omission, fault, or negligence, whether active or passive, of Consultant or of anyone acting under its direction or control or on its behalf, even if liability is also sought to be imposed on the City, its elected and appointed officials, officers, employees, agents, representatives and volunteers. The obligation to indemnify, defend and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives and volunteers, and each of them, shall be applicable unless liability results from the sole negligence of the City, its elected and appointed officials, officers, employees, agents, representatives and volunteers. Marketing Services Agreement 3 7 Tourism Development Commission 4/14/2022 Consultant shall reimburse the City, its elected and appointed officials, officers, employees, agent or authorized representatives or volunteers for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. In the event that Consultant employs other persons, firms, corporations or entities (subconsultant) or volunteers as part of the work covered by this Agreement, it shall be responsibility of the Consultant to require and confirm that each sub-consultant enters into an Indemnity Agreement in favor of the City, its elected and appointed officials, officers, employees, agents, representatives and volunteers, which is identical to this Indemnity Agreement. This indemnity provision shall survive the termination or expiration of this Agreement. 10. Insurance Consultant shall provide up-to-date, accurate professional liability information on Consultant’s Data Record, including amount of insurance, deductible, carrier and expiration date of coverage. Consultant shall furnish the City with an endorsement for earlier notice of cancellation and/or non-renewal and the Certificate of Insurance showing the type, amount, deductible, effective date and date of expiration of such policy. Consultant shall not cancel or materially alter this coverage without prior written approval by the City. Consultant shall be responsible for consultants maintaining professional liability insurance during the life of their Agreement and for 2 years after final acceptance for the service. Consultant and its subconsultants retained under the terms of this Agreement shall procure and maintain professional liability insurance providing for payment of the insured's liability for errors, omissions or negligent acts arising out of the performance of the professional services required under this Agreement. It is hereby agreed and understood that the insurance required by the City is primary coverage and that any insurance or self-insurance maintained by the City, its officers, council members, agents, employees or authorized volunteers will not contribute to a loss. All insurance shall be in full force prior to commencing work and remain in force until the entire job is completed and the length of time that is specified, if any, in the Agreement or listed below whichever is longer. 1. PROFESSIONAL LIABILITY A. Limits (1) $1,000,000 each claim (2) $1,000,000 annual aggregate B. Must continue coverage for 2 years after final acceptance for service/job 2. GENERAL LIABILITY COVERAGE A. Commercial General Liability (1) $1,000,000 each occurrence limit (2) $1,000,000 personal liability and advertising injury (3) $2,000,000 general aggregate B. Claims made form of coverage is not acceptable. C. Insurance must include: Marketing Services Agreement 4 8 Tourism Development Commission 4/14/2022 (1) Premises and Operations Liability (2) Contractual Liability (3) Personal Injury 3. BUSINESS AUTOMOBILE COVERAGE A. $1,000,000 combined single limit for Bodily Injury and Property Damage each accident B. Must cover liability for Symbol #1 - "Any Auto" - including Owned, Non-Owned and Hired Automobile Liability. 4. WORKERS COMPENSATION AND EMPLOYERS LIABILITY A. Must carry coverage for Statutory Workers Compensation and an Employers Liability limit of: (1) $100,000 Each Accident (2) $500,000 Disease Policy Limit (3) $100,000 Disease - Each Employee 5. UMBRELLA LIABILITY - Provide coverage at least as broad as the underlying Commercial General Liability, Automobile Liability and Employers Liability, with a minimum limit of $2,000,000 each occurrence and $2,000,000 aggregate, and a maximum self-insured retention of $10,000. 6. ADDITIONAL INSURANCE PROVISIONS A. Primary and Non-contributory requirement - all insurance must be primary and non- contributory to any insurance or self-insurance carried by City B. Acceptability of Insurers - Insurance is to be placed with insurers who have an A.M. Best rating of no less than A- and a Financial Size Category of no less than Class VII, and who are authorized as an admitted insurance company in the state of Wisconsin. C. Additional Insured Requirements - The following must be named as additional insureds on the General Liability and Business Automobile liability coverage arising out of project work - City. This does not apply to Workers Compensation Policies. Deductibles and Self-Insured Retentions - Any deductible or self-insured retention must be declared to and approved by the City. D. Evidences of Insurance - Prior to execution of the Agreement, the Consultant shall file with the City a certificate of insurance (Accord Form 25-S or equivalent) signed by the insurer's representative evidencing the coverage required by this Agreement. 11. Deficiencies. Consultant shall not be entitled to payment for work found deficient or failing to conform to the requirements set forth in this agreement, and is not entitled to further payments until corrected to the satisfaction of the City of Superior. The City will inform the Consultant of any deficiencies and/or items that do not conform to this agreement within thirty (30) days of receipt. Marketing Services Agreement 5 9 Tourism Development Commission 4/14/2022 12. Termination. Without Cause. This Agreement may be terminated by either party without cause upon ninety (90) days written notice to the other. In the event of termination, Consultant shall be paid for undisputed services performed to the termination date. The results of the work by Consultant shall immediately be turned over to the City of Superior, and is a condition of final payment. For Cause. If either party fails to perform any obligation pursuant to this Agreement, and such party fails to cure its nonperformance within 30 days after notice of nonperformance is given by the non-defaulting party, such party will be in default. In the event of such default, the non-defaulting party may terminate this Agreement immediately for cause and will have all remedies that are available to it at law or in equity including, without limitation, the remedy of specific performance. If the nature of the defaulting party’s nonperformance is such that it cannot reasonable be cured within 30 days, then the defaulting party will have such additional periods of time as may be reasonably necessary under the circumstances, proved the defaulting party immediately (A) proves written notice to the non-defaulting party and (B) commences to cure its nonperformance and thereafter diligently continues to completion other cure of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of such termination for cause, payment shall be made by the City to the Consultant for the undisputed portion of its fee due as of the termination date. 13. Warranty of Documents. The City, its representatives, employees, and agents make no representations of the accuracy of documents, procedures, etc., provided to Consultant under this Agreement, and shall not be held liable for the inadequacy thereof. To the greatest extent possible, any document, procedure, etc., provided by the City for the purposes of the Services that cannot be utilized as reliable information by the Consultant shall be noted as such by the City in the transmittal of the material. 14. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the matters contained herein, and supersedes all other written and oral agreements between the parties with respect to such matters. 15. Modification. This Agreement is binding only when signed by both parties. Any modifications or amendments must be in writing and signed by both parties. 16. Force Majeure. Each party shall be excused from any breach of this Agreement which is causes by war, strike, and act of Nature or other similar circumstances normally deemed outside the control of well-managed businesses. 17. Governing Law. The Agreement will be interpreted, and the rights and liabilities of the Parties determined, in accordance with the laws of the State of Wisconsin. 18. Headings and Captions. Headings and Captions appear solely for convenience of reference. Such headings and captions are not part of this agreement and shall not be used to construe it. Marketing Services Agreement 6 10 Tourism Development Commission 4/14/2022 19. Validity. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 20. Integrated Agreement. This Agreement contains the entire agreement and understanding among the Parties regarding the matters set forth herein and supersedes all previous negotiations, discussions, and understandings regarding such matters. The Parties acknowledge and represent that they have not relied on any promise, inducement, representation, or other statement made in connection with this Agreement that is not expressly contained herein. The terms of this Agreement are contractual and not a mere recital. 21. Safety and Security. The Consultant shall at all times perform in a safe and workmanlike manner to avoid injury or damage to any person or property. The Consultant shall comply with applicable requirements and specifications relating to the safety, health and sanitation measures applicable to the Services The City may halt progress on the Services where appropriate safety measures and equipment are not being used or any safety regulations are not being followed. Services will not be permitted to resume until required safety provisions have been made and delays as a result of this provision will not be considered a basis for an increase in the Agreement price or an extension of the completion deadline. 22. Appropriation. State and/or Federal funds may be used to fund all or part of this Agreement. Allowances detailed for the Services shall be awarded at the City’s discretion, and is subject to available funding, the Services progress and other terms and conditions as identified by the City. The City will not be held liable for any damages incurred due to changes in State or Federal funding, including (but not limited to) a reduction, delay, or cancellation of the Services. 24. Non-Discrimination. Upon execution of this Agreement, Consultant agrees as follows: Consultant and all Subcontractors do not discriminate against any employee, applicant for employment, independent contractor, or any other persons because of race, color, religion, sex, sexual orientation, gender identity, or national origin. 25. Non-Exclusive Contract. This Agreement is entered into with the understanding and agreement that it is for the sole convenience of the City. The City reserves the right to obtain like goods and services from another source when necessary. 26. Tourism Website Hosting and Maintenance Terms. Examples of support/maintenance services that the Consultant is not responsible for include, but are not limited to, photo manipulation or image alteration, graphic design, third-party data management system management and search engine marketing. Examples of copywriting services that the Consultant is not responsible for include, but are not limited to, rewriting sentences, restructuring paragraphs, checking for typing errors Marketing Services Agreement 7 11 Tourism Development Commission 4/14/2022 (proofing), misspellings, or any changes made to City’s tourism web site(s) by other parties. The Consultant is not responsible for third-party plugins that become unusable or obsolete. The Consultant will not repair City’s tourism website(s) that become compromised, hacked or otherwise infected prior to authorizing the Maintenance Package provided by the Consultant. Recovery or repair of the City’s tourism website is not guaranteed. Availability of backups is not guaranteed. The Consultant has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. The City’s tourism website(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. The City guarantees any elements of text, graphics, photos, designs, trademarks or other artwork provided to the Consultant for inclusion on the tourism website are owned by City, or that City has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend the Consultant and its subcontractors from any liability or suit arising from the use of such elements. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. City agrees that they are solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Consultant and its subcontractors from any claim, suit, penalty, tax, or tariff arising from City’s exercise of Internet electronic commerce. The Consultant is not responsible for trademark or copyright research, and is not liable for infringement on any existing copyrights or trademarks. 27. Social Media Management Terms. The City guarantees any elements of text, graphics, photos, designs, trademarks or other artwork provided to the Consultant for inclusion on social media are owned by the client, or that the client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend the Consultant and its subcontractors from any liability or suit arising from the use of such elements. From time to time governments enact laws and levy taxes and tariffs affecting social media. The City agrees that they are solely responsible for complying with such laws, taxes, and tariffs. Because this is a collaboration with the client, the Consultant does not guarantee explicit results. The Consultant is not responsible for any and all potential liabilities including but not limited to those that are a result of breaches of private information over the internet; The Consultant is not responsible for any and all potential legal risk connected with hacking attacks against site users or "followers" of the City's social media page(s); the Consultant is not responsible for any and all legal consequences including but not limited to, consequences of data leakage of third party confidential data because of social media use. The City will hold harmless, protect, and defend the Consultant and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Consultant’s management of client’s social media. 28. General. Any outside costs that are processed by Swim Creative are subject to a 15% markup. Media is subject to a 15% commission. Therefore, a portion of the budget Marketing Services Agreement 8 12 Tourism Development Commission 4/14/2022 may be devoted to markups and commissions. If production is necessary, production total can vary by 10% depending on final production details. Therefore, a portion of the budget may be devoted to production variances. For all steps that require client approval, two (2) rounds of revisions are allowed. Therefore, a portion of the budget may be devoted to additional rounds of revisions. Swim Creative conducts preliminary research regarding the subjects of trademark and copyright for projects that are warranted but, ultimately, is not responsible for trademark or copyright research, and is not liable for infringement on any existing copyrights or trademarks. Swim Creative recommends copyright and/or trademark research by an outside legal firm of the City’s choosing. Final, approved and paid-for names/taglines/logos/artwork are the sole property of the client. Swim Creative retains rights to use client names/taglines/logos/artwork for promotional uses. Marketing Services Agreement 9 13 Tourism Development Commission 4/14/2022 In Witness Whereof, the parties, intending to be legally bound have executed this agreement on the day and year set forth above. Signatures Name: Swim Creative, LLC Address: 3 West Superior Street, Duluth, MN 55802 Phone: 218-722-1404 __________________________________ ATTEST: CITY OF SUPERIOR, WISCONSIN ______________________________ ___________________________________ Jim Paine, Mayor Camila Ramos, Clerk ______________________________ ___________________________________ Ashley Puetz, Finance Director Frog Prell, City Attorney Provision has been made to pay the liability that will accrue under this contract. Approved by the Superior Common Council on: Marketing Services Agreement 10 14 Tourism Development Commission 4/14/2022 Email Correspondence 4/11/2022_Budget & Finance Questions Good morning Councilor Graskey and Commissioner Soliday, I've added comments below related to Commissioner Soliday's requests. Best, Ashley Puetz, CPA Finance Director City of Superior 1316 N. 14th Street Superior, WI 54880 puetza@ci.superior.wi.us Phone: 715-395-7452 Fax: 715-395-7292 -----Original Message----- From: Graskey, Lindsey <graskeyl@ci.superior.wi.us> Sent: Monday, April 11, 2022 9:44 AM To: Puetz, Ashley <puetza@ci.superior.wi.us> Subject: Requests of financials/proposed budget for Tourism Commission Good morning Ashley, Commissioner Soliday is requesting financial statements to bring all commissioners a sense of what we are dealing with as our current requests from TDC are reaching $500,000 ( Swim Creative, Bong Museum, Visitors Center. ) I think the concern here is to make sure we aren’t over spending without reassurance. When you have time, here are the following questions/reports requested: 1. The Final report for 2021 showing all funds collected and all funds distributed. By final report, are you asking about the DOR filing, SL-304 Room Tax Report? That report is due May 2nd and we have not completed it yet. We can provide it afterward if that is the requested report. 2. The above report feature the a breakdown -by property- of rooms tax, collected by quarter for 2022. With a separation of properties that collect 6.5% and 7.5%. We do not have any quarterly data for 2022 yet. The first quarter payments are due by 04/30/2022 and checks must be mailed by that date per ordinance. We allow time for final payments to trickle in and then we review and distribute by May 15th. There is no longer a separation between 6.5% and 7.5%. All rooming houses pay 7.5% tax since 01/01/2021. 3. The updated 2022 Budget (Rev/Exp) eliminating the line items plugged into it at our meeting in Jan and adding the Swim Creative $250,000 approved. I’ve attached an update in label on the most recent 15 Tourism Development Commission 4/14/2022 budget document I had in my file ( I highlighted the changed cell). If the commission is working off of a different document, please let me know. 4. Can you, or someone from finance, attend the TDC 4/14 meeting in person to answer any/all questions that may pertain to finances? Yes. If you anticipate asking specific questions, it would be helpful to know what those are in case I need to pull information in order to answer them. 5. Should there be clauses in out contracts that give the TDC an 'out' if our expected revenues are less than expected and we are unable to give out the money promised? Yes, this is standard city procedure for all contracts. You will note that the draft SWIM agreement contract has a termination without cause upon 90 days. Commissioner Soliday is more than happy to meet with you or assistant finance person to expedite these reports for the 4/14 meeting, and all meetings to follow. If more convenient, a phone call, I imagine, would suffice due to weekly our meeting timeline. ( Her phone number here: 218.591.4153 ) Thank you for your time & appreciate the help as we build the TDC in it’s first year. Let me know if you have any questions. -Councilor Graskey graskeyl@ci.superior.wi.us 218.428.3114 Sent from my iPhone 16  Tourism Development Commission 4/14/2022 2021 Actual YTD 2022 2018 Actual 2019 Actual 2020 Actual 2021 Budget Hotel / Motel Tax Fund #821 1st and 2nd Qtr Projection REVENUE 821-0000-412.10-00/PUBLIC ACCOMODATION TAXES $ 561,307.84 $ 581,787.26 $ 450,415.94 $ 554,785.44 $ 403,711.00 $944,929.92 821-0000-412.11-00/EXTRA 1% COLLECTIONS $ 108,580.61 $ 107,644.87 $ 78,325.34 $ 107,318.90 821-0000-412.12-00/ADDITIONAL 1.5% COLLECTIONS $ 168,385.19 $ 175,073.61 $ 135,121.94 $ 166,428.55 821-0000-418.10-00/INTEREST & PEN. ON TAXES / INTEREST & PEN/TAXES/SP A $ 5,040.63 $ 2,585.75 821-0000-485.10-00/DONATIONS $ 28,300.00 $ 17,845.60 $ 26,550.00 $ 12,775.00 821-0000-487.10-00/OTHER MISC. REVENUE $ 1,091.76 $ - $ - 821-0000-492.10-00/TRANSFERS FROM OTHER FNDS/ TRANSFERS FROM GENL FUND $35,468.00 REVENUE TOTAL: $866,573.64 $883,443.10 $730,921.85 $828,532.90 $419,071.75 $944,929.92 EXPENSE 821-5970/OTHER FINANCING USES-COMMUNITY PROMOTION 72-GRANTS, DNTNS-OTHER ORGAN 821-5920-592.90-10/OTHER FINANCING USES / XFERS TO OTHER FUNDS $124,730.75 821-5970-597.72-10/GRANTS, DNTNS-OTHER ORGAN / TOURISM COMMISSION $661,450.94 821-5970-597.72-11/GRANTS, DNTNS-OTHER ORGAN / TRAVEL SUPERIOR $586,791.56 $605,154.02 $464,473.43 $579,973.03 $290,099.34 821-5970-597.72-12/GRANTS, DNTNS-OTHER ORGAN / SUP/DOUG CO DEVELOP ASSN $112,161.00 $115,670.87 $88,780.79 $110,857.70 $55,450.42 $126,431.62 821-5970-597.72-14/GRANTS, DNTNS-OTHER ORGAN / CITY USES $116,675.29 $153,954.87 $111,062.53 $109,369.00 $102,355.57 821-5970-597.72-16/GRANTS, DNTNS-OTHER ORGAN / BONG MUSEUM $14,334.48 $14,783.05 $11,346.42 $14,167.91 $7,086.70 $16,158.30 821-5970-597.72-17/GRANTS, DNTNS-OTHER ORGAN / SUPERIOR PUBLIC MUSEUMS $14,334.48 $14,783.05 $11,346.42 $14,167.91 $7,086.70 $16,158.30 821-5970/OTHER FINANCING USES-COMMUNITY PROMOTION Total $844,296.81 $904,345.86 $687,009.59 $ 828,535.56 $ 462,078.73 $820,199.17 TOTAL NET INCOME / (LOSS) $22,276.83 ($20,902.76) $43,912.26 ($2.66) ($43,006.98) $124,730.75 HOTEL/MOTEL TAX FUND BALANCE PROJECTIONS 17 W:\Our Clerk Files\Cmt-Cms-Bd Agendas & Minutes\Tourism Development Commission\Copy of 2022 Tourism Commission Budget April 2022  TOURISM COMMISSION - 2022 BUDGET PROJECTIONS - Fund 823 Tourism Development Commission 4/14/2022 HISTORICAL BREAKDOWN PER AGREEMENT Estimated 2022 Revenue: Estimated 70% of 2022 Hotel Motel Tax 661,450.94 Total Estimated Revenue: $ 661,450.94 2022 Expenses: RFP 156,763.87 TDF 9.5% 62,837.84 Travel Superior 66.8% 441,849.23 Total 2022 Expenses $ 661,450.94 18 C:\Users\beckens\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\HOL4AMW9\2022 Tourism Commission Budget