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HomeMy WebLinkAbout5645 RESOLUTION NO. 5645 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO ENTER INTO A CONTRACT WITH THE AUBURN AREA CHAMBER OF COMMERCE FOR THE PURPOSES OF PROVIDING TOURISM AND MARKETING SERVICES WHEREAS, pursuant to RCW 67.28, on June 4, 2001 the Auburn City Council adopted Ordinance 5554 which established Chapter 2.76 of the Auburn City Code and the Lodging Tax Advisory Committee (LTAC); and WHEREAS, the purpose of the LTAC was to consider the creation and imposition of a lodging tax and to provide recommendations to City Council on how lodging taxes that are collected will be spent; and WHEREAS, pursuant to RCW 67.28 and RCW 82.02, on August 6, 2001 the Auburn City Council adopted Ordinance 5561 which established Chapter 3.58 of the Auburn City Code and the authority to levy a special excise tax of one percent on the sale of or charge made for the furnishing of lodging in Auburn; and WHEREAS, lodging taxes collected under Chapter 3.58 of the Auburn City Code are placed in a special fund to be used solely for the purpose of paying all or any part of the cost of tourist promotion, acquisition or tourism-related facilities, or operation of tourism-related facilities or to pay for any other uses authorized in Chapter 67.28; and WHEREAS, the City of Auburn seeks to enter into a contract with the Auburn Area Chamber of Commerce for the purposes of delivering tourism Resolution No. 5645 February 7, 2022 Page 1 of 3 related functions as well as marketing and advertising (attached as "Exhibit A"); and WHEREAS, the scope of services set forth in Exhibit A was presented to the LTAC during a publicly noticed meeting that occurred on Wednesday, January 12, 2022; and WHEREAS, the LTAC cast a unanimous vote in support of the City entering into a contract to provide tourism, advertising and marketing services; and WHEREAS, the contract is fully funded through lodging taxes that are collected and held in the special fund established in Chapter 3.58 of the Auburn City Code. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, HEREBY RESOLVES as follows: Section 1. The City Council supports the scope of work as set forth in the attached "Exhibit A" and Section 2. The Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. Resolution No. 5645 February 7, 2022 Page 2 of 3 Dated and Signed: February 7, 2022 CITY OF AUBURN • .I IANCY US, MAYOR ATTEST: APPROVED AS TO FORM: \\eervdla - CAnNutlA Shawn Campbell, MMC, City Clerk Kendra Comeau, City Attorney Resolution No. 5645 February 7, 2022 Page 3 of 3 DocuSign Envelope ID:6F8A18EB-58DA-456E-BE59-53F7CEBA2C57 Resolution 5645 — Exhibit A CITY OF AUBURN AGREEMENT FOR SERVICES TOURISM MARKETING AND ADVERTISING. THIS AGREEMENT made and entered into on this Ir of VOX Ai Wlj , 2022, by and between the CITY OF AUBURN ("City"), a municipal corporation of the State of Washington, and the Auburn Area Chamber of Commerce ("Provider"), whose address is 420 E Main Street, Auburn WA 98002. In consideration of the conditions and the mutual promises and covenants contained in this Agreement, the parties agree as follows: 1. Scope of Services The Provider agrees to perform the tasks described on Exhibit "A". The Provider will be responsible to provide work products and services of a quality and professional standard acceptable to the City. The Provider will, without additional compensation, correct or revise any negligent errors, omissions or other deficiencies in its plans, designs, drawings, specification, reports and other services required, whether during or after the Term of this Agreement. Any approval by the City of Provider's services will not in any way relieve the Provider of responsibility for the accuracy and adequacy of its services. If the Provider fails to make any replacement or re-performance to conform to the requirements and specifications of this agreement, the City may conduct the work and the Provider shall reimburse the City for the cost to perform the work or a different contractor to perform the work, provided such cost shall not exceed the total compensation for this Agreement. Services will be delivered and/or benefit the at large Auburn business community. The Provider will not limit the scope of services described in this contract to Chamber Members or any other paid for membership organizations. The Provider acknowledges and understands that the City is developing goals and objectives related to its Diversity, Equity and Inclusion (DEI) initiative. The DEI initiative continues to evolve and will likely include future policy objectives, investment priorities, evaluation tools, and targeted community goals. The Provider agrees to adhere to these goals, objective, priorities and tools once adopted by the City and transmitted to the Provider. 2. Additional Services If additional services with respect to related work are required beyond those specified in the Scope of Work, and not included in the compensation listed in this Agreement, the parties will amend this Agreement prior to the Provider performing the additional services. February 1,2022 Page 1 of 12 DocuSign Envelope ID:6F8A18EB-58DA-456E-BE59-53F7CEBA2C57 Resolution 5645 — Exhibit A The amendment will set forth the nature, scope, and payment terms of the additional services. However, if the time period for the completion of such services makes execution of an amendment impractical prior to the commencement of the Provider's performance, the Provider agrees that it will perform such additional services on the written request of an authorized representative of the City pending execution of an Amendment subject to the terms and conditions of this Agreement except where the authorization provides to the contrary. The invoice procedure for any such additional services will be as described in Section 4 of this Agreement. 3. Provider's Representations & Qualifications The Provider represents and warrants that it has all necessary licenses and certifications to perform the services provided for in the Agreement, and is qualified to perform those services. Provider represents that the person signing this Agreement on behalf of Provider has all requisite authority to bind Provider to the terms and conditions of this Agreement. 4. Compensation As compensation for the Provider's performance of the services provided for in this Agreement, the City will pay the Provider the fees and costs specified in Exhibit "B". These payments will be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, overhead, profit, and incidentals necessary to complete the work. The Provider will monthly submit to the City an invoice or statement of time spent on tasks included in the scope of work, and the City upon acceptance of the invoice or statement will process the invoice or statement in the next billing/claim cycle, and will remit payment to the Provider, subject to any conditions or provisions in this Agreement or Amendment. The Agreement number must appear on all invoices submitted. Copies of original supporting documents will be supplied to the City upon request. The not-to-exceed amount for this agreement is $155,000.00 per year. The Provider will not undertake any work or otherwise financially obligate the City in excess of this amount without prior written authorization. Compensation to be paid the Provider in succeeding years after the current year will be contingent upon availability of funds. 5. Time for Performance, Term, and Termination of Agreement The Provider will not begin any work under this Agreement until authorized in writing by the City. The term of this Agreement commences on the later date of the Parties execution of this Agreement, as reflected on the signature page. The Provider will perform the services in accordance with the direction and scheduling provided on Exhibit "A", unless otherwise agreed to in writing by the parties. All work performed under this Agreement will be completed by December 31, 2024. Termination for cause. Either party may terminate this Agreement upon written notice to the other party if the other party fails substantially to perform in accordance with the terms of this Agreement through no fault of the party terminating the Agreement. The notice will February 1, 2022 Page 2 of 12 DocuSign Envelope ID:6F8A1SEB-58DA-456E-BE59-53F7CEBA2C57 Resolution 5645 — Exhibit A identify the reason(s) for termination, and specify the effective date of termination. In the event of a default by Provider, City may suspend all payments otherwise due to Provider and the City will have no further obligations to Provider. Termination for Convenience. The City may terminate this Agreement upon not less than seven (7) days written notice, which shall contain the effective date of termination, to the Provider. If this Agreement is terminated through no fault of the Provider, the Provider will be compensated for services performed prior to termination in accordance with the rate of compensation provided in Exhibit "B". This payment shall fully satisfy and discharge the City of all obligations and liabilities owed the Provider, who shall not be liable for any anticipated profits or other consequential damages resulting from the termination. Upon receipt of a termination notice, the Provider will promptly discontinue all services affected and deliver to the City all data, drawings, specifications, reports, summaries, and such other information and materials as the provider may have accumulated, prepared, or obtained in performing this Agreement, whether fully or partially completed. All rights and remedies provided in this Section are not exclusive of any other rights or remedies that may be available to the City, whether provided by Law, equity, in any other agreement between the parties or otherwise 6. Ownership and Use of Documents All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings and any other materials created or otherwise prepared by the Provider as part of his performance of this Agreement (the "Work Products") will be owned by and become the property of the City, may be used by the City for any purpose beneficial to the City, and are subject to the requirement of the Public Records Act, 42.56 RCW. The Provider acknowledges that the Agreement, and documents provided in connection with this Agreement, become a public record and may be subject to inspection and copying, unless the information is declared by law to be confidential or is otherwise exempted from public records disclosure requirements. The Provider agrees to give its fullest assistance to the City in identifying, locating, and copying any records in the Provider's possession that are responsive, as determined by the City in its sole discretion, to a Public Records Act request received by the City. 7. Records Inspection and Audit All compensation payments will be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement will be subject to inspection and audit by the City for a period of up to three (3) years from the final payment for work performed under this Agreement. If any litigation, claim, dispute, or audit is initiated before the expiration of the three (3) pear period, all records and books of account pertaining to any work performed under this Agreement will be retained until all litigation, claims, disputes, or audit are finally resolved. 8. Continuation of Performance February 1, 2022 Page 3 of 12 DocuSign Envelope ID:6F8A18EB-58DA-456E-BE59-53F7CEBA2C57 Resolution 5645 — Exhibit A In the event that any dispute or conflict arises between the parties while this Agreement is in effect, the Provider agrees that, notwithstanding such dispute or conflict, the Provider will continue to make a good faith effort to cooperate and continue to work toward successful completion of the delivery of services and its contractual responsibilities. 9. Independent Contractor The Provider will perform the services as an independent contractor and will not be deemed, by virtue of this Agreement and performance of its provisions, to have entered into any partnership, joint venture, employment or other relationship with the City. Nothing in this Agreement creates any contractual relationship between the Provider's employee, agent, or subcontractor and the City. 10. Administration of Agreement This Agreement will be administered by the President/CEO of the Auburn Area Chamber of Commerce, on behalf of the Provider, and by the Mayor of the City, or designee, on behalf of the City. Any written notices required by the terms of this Agreement will be served on or mailed to the following addresses: Jeff Tate Kacie Bray City of Auburn Auburn Area Chamber of Commerce 25 West Main St 420 E Main Street Auburn WA 98001-4998 Auburn WA 98002 Phone: 253.804.5036 Phone: 253.833.0700 Email: jtate@auburnwa.gov Email: kacie@auburnareawa.org 11. Notices All notices or communications permitted or required to be given under this Agreement will be in writing and will be deemed to have been duly given if delivered in person or sent by regular mail, postage prepaid, [by certified mail, return receipt requested,] and addressed, if to a party of this Agreement, to the address for the party set forth above. If addressed to a non-party, the notice will be sent, in the foregoing manner, to the address designated by a party to this Agreement. Either party may change its address by giving notice in writing to the other party. 12. Insurance The Provider will, at its sole expense, procure and maintain for the duration of this Agreement and 30 days thereafter insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of this Agreement by the Provider, its agents, representatives, or employees. Provider's maintenance of insurance as required by the Agreement will not be construed to limit the liability of the Provider to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Service Provider will obtain insurance of the types described below: February 1,2022 Page 4 of 12 DocuSign Envelope ID:6F8A18EB-58DA-456E-BE59-53F7CEBA2C57 Resolution 5645 — Exhibit A a. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage will be at least as broad as Insurance Services Office (ISO) form CA 00 01 (provider may use a substitute form providing equivalent liability coverage). Provider will maintain automobile insurance with minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. b. Commercial General Liability insurance will be at least as broad as ISO occurrence form CG 00 01 and will cover liability arising from premises, operations, stop-gap independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City will be named as an additional insured under the Provider's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO Additional Insured endorsement CG 20 26. Commercial General Liability insurance will be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. c. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. d. Professional Liability insurance appropriate to the Provider's profession with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. For Automobile Liability and Commercial General Liability insurance, the policies are to contain, or be endorsed to contain that Provider's insurance coverage will be primary insurance as respects the City. Any insurance, self-insurance, or self-insurance pool coverage maintained by the City will be excess of the Provider's insurance and will not contribute with it. Insurance is to be placed with an authorized insurer in Washington State. The insurer must have a current A.M. Best rating of not less than A:VII. The Provider will furnish the City with original certificates of insurance and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of this Agreement before commencement of the work. The City reserves the right to require that complete, certified copies of all required insurance policies and/or evidence of all subcontractors' coverage be submitted to the City at any time. The City may withhold payment if the Provider does not fully comply with this request. If the Provider maintains higher insurance limits than the minimums shown above, the City will be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Provider, irrespective of whether such limits maintained by the Provider are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Provider. February 1, 2022 Page 5 of 12 DocuSign Envelope ID:6F8A18EB-58DA-456E-BE59-53F7CEBA2C57 Resolution 5645 — Exhibit A The provider will provide the City with written notice of any policy cancellation within two business days of their receipt of such notice. Failure by the Provider to maintain the insurance as required will constitute a material breach of this agreement, upon which the City may, after giving five (5) business days' notice to the Provider to correct the breach, immediately terminate the agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the City's sole discretion, offset against funds due the Provider from the City. 13. Indemnification/Hold Harmless Except for injuries and damages caused by the sole negligence of the City, the Provider will defend, indemnify and hold the City and its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits of every kind, including attorney fees and litigation expenses, arising out of or resulting from the acts, errors, or omissions of the Provider, its employees, agents, representatives, or subcontractors, including employees, agents, or representatives of its subcontractors, made in the performance of this Agreement, or arising out of worker's compensation, unemployment compensation, or unemployment disability compensation claims. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the Public Entity, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. If is further specifically and expressly understood that this indemnification constitutes the Provider's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section will survive the expiration or termination of this Agreement. 14. Assignment Neither party to this Agreement will assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party. No assignment or transfer of any interest under this Agreement will release the assignor from any liability or obligation under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. 15. Nondiscrimination The Provider may not discriminate regarding any services or activities to which this Agreement may apply directly or through contractual, hiring, or other arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or where there is the presence of any sensory, mental or physical handicap. 16. Amendment, Modification and Waiver No amendment, modification, or waiver of any condition, provision, or term of this Agreement will be valid or of any effect unless made in writing, signed by the party or parties to be bound, or the party's or parties' duly authorized representative(s) and February 1,2022 Page 6 of 12 DocuSign Envelope ID:6F8A18EB-58DA-456E-BE59-53F7CEBA2C57 Resolution 5645 — Exhibit A specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver, approval or acceptance, or payment by any party will not affect or impair that party's rights arising from any default by the other party. 17. Parties in Interest This Agreement is binding upon, and the benefits and obligations hereto will inure to and bind, the parties and their respective successors and assigns, although this section will not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 18. Force Majeure Any delay in the performance of any obligation under this Agreement shall be excused, if and so long as the performance of the obligation is prevented, delayed or otherwise hindered by any act not within the control of a party such as fire, cyber/ransomware attack, earthquake, flood, explosion, actions of the elements, riots, mob violence, strikes, pandemic, lockouts, and emergency orders of the state or federal government. 19. Applicable Law This Agreement and the rights of the parties will be governed by with the laws, regulations, and ordinances of the City, of the State of Washington, and King County. Venue for any action involving this agreement will be in the county in which the property or project is located, and if not site specific, then in King County. It is agreed that any applicable statute of limitation will commence no later than the substantial completion by the Provider of the services. 20. Captions, Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and will not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. Where appropriate, the singular will include the plural and vice versa and masculine, feminine and neuter expressions will be interchangeable. Interpretation or construction of this Agreement will not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 21. Severable Provisions Each provision of this Agreement is intended to be severable. If any provision is illegal or invalid for any reason, such illegality or invalidity will not affect the validity of the remaining provisions. 22. Entire Agreement This Agreement together with any subsequent amendments or addendums contains the entire understanding of the parties in respect to the transactions contemplated and supersedes all prior representations, agreements and understandings between the parties, either oral or written. No other understandings, oral or otherwise, regarding this Agreement shall bind any party. February 1, 2022 Page 7 of 12 DocuSign Envelope ID:6F8A18EB-58DA-456E-BE59-53F7CEBA2C57 Resolution 5645 — Exhibit A 23. Non-Availability of Funds Every obligation of the City under this Agreement is conditioned upon the availability of funds appropriated or allocated for the performance of such obligation; and if funds are not allocated and available for the continuance of this Agreement, then this Agreement may be terminated by the City at the end of the period for which funds are available, without the seven (7) days' notice provided by Section 5. No liability will accrue to the City in the event this provision is exercised, and the City will not be obligated or liable for any future payments or damages as a result of termination under this Section. 24. Counterparts This Agreement may be executed in multiple counterparts, each of which will be one and the same Agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN AUBURN AREA CHAMBER OF COMMERCE DocuSigned by: —DocuSigned by: rci<C6,44, ot-Cmi GC 472rs8s8rD 1Co... Nancy Backus, Mayor Signature Kacie Bray Name: Title: CEO 2/15/2022 Date: Approved as to form: 7p ocuSigned by: 4,444. (.4,n4-44,... s 7D966Dg2CDD94JC... Kendra Comeau, City Attorney Signature Name: Title: Date: February 1, 2022 Page 8 of 12 DocuSign Envelope ID:6F8A18ES-58DA-456E-BE59-53F7CEBA2C57 Resolution 5645 — Exhibit A EXHIBIT A Organization Information Organization Name: Auburn Area Chamber of Commerce Organization Address: 420 E Main Street, Auburn WA 98001 Contact Info: Kacie Bray, President/CEO 253.833.0700 Kacie(c�auburnareawa.orq Federal Tax ID: 910493209 UBI Number: 600249635 Funding Details (billing to occur quarterly) 2022 Funding: $155,000.00 2023 Funding: $155,000.00 2024 Funding: $155,000.00 Scope of Work A. Tourism Planning and Workplan Development a. Development of a Two-Year Tourism Workplan (2023-2024) that Includes: i. Advertising and marketing strategies ii. Identification of local and regional target audiences and populations iii. Identification of annual monitoring metrics. Additional metric details are provided in Exhibit B. 1. Diversity, equity and inclusion objectives that identify a baseline set of data to work from along with the methods for monitoring the effects of the tourism work plan against the baseline data. 2. Data that shows the impact of social media, advertising and marketing investments. 3. Data that shows the financial trends related to expenditures, revenues, and lodging tax generation related to tourism functions. February 1,2022 Page 9 of 12 DocuSign Envelope ID:6F8A18EB-58DA-456E-13E59-53F7CEBA2C57 Resolution 5645 — Exhibit A iv. Identification of an annual budget that includes general expense estimates as well as revenues b. Soliciting Feedback on the Initial Draft Workplan and Subsequent Annual Updates i. There will be a 45 day timeframe for feedback. ii. Feedback shall be solicited from the Lodging Tax Advisory Committee (LTAC) and the City of Auburn. iii. The Draft Workplan will be transmitted to the LTAC 30 days in advance of its first meeting of the calendar year. c. Annual Year End Presentation of Accomplishments i. A year end summary shall be provided to the LTAC at least 14 days in advance of the LTAC final meeting of the calendar year. ii. The summary shall include an overview of actions that occurred during the prior 12 months, investments made, a summary of expenses, a summary of annual monitoring metrics, and a summary of grant awards that were distributed and how the funds were used. B. Facilitation of Tourism Grant Applications a. Development and Distribution of Grant Applications b. Development and Maintenance of a Grant Application Website c. Development of Grant Scoring Criteria d. Provide Technical Assistance to Grant Applicants e. Facilitation of a Process for Review of Grant Applications f. Distribution of Tourism Grant Fund Awards g. Monitoring Effectiveness of Tourism Grant Funds C. Digital Asset Management a. Development of Digital Assets b. Manage Digital Event Calendar c. Keeping Explore Auburn website up to date d. Aid/Response to Tourism Questions and Comments on all Explore Auburn Digital Platforms e. Create and Post Digital content on all Explore Auburn Social Media Platforms f. Monitoring Effectiveness of Digital Marketing and Posts D. Administration a. The Chamber will establish a body that is similar to the Tourism Board that is currently articulated in Chapter 2.77 of the Auburn City Code. The purpose and February 1,2022 Page 10 of 12 DocuSign Envelope ID:6F8A18EB-58DA-456E-BE59-53F7CEBA2C57 Resolution 5645 — Exhibit A make up of this body will be similar in scope, representation, and make up to the Tourism Board. b. This body will assist in the development of recommendations, evaluation of trends and needs, and the periodic report outs to the LTAC. c. As required under RCW 67.28, the LTAC will continue to function as described in Auburn City Code Chapter 2.76. City of Auburn staff will continue to be responsible for providing support to the LTAC. d. The City of Auburn and the Chamber will coordinate development of LTAC agendas and transmittal of materials to the LTAC. e. Chamber staff will participate in LTAC meetings and will be offered time on each LTAC agenda and meeting to provide information related to the details of this contract. E. Deliverables (in addition to the above items) a. Quarterly updates Quarter 1 Quarter 2 Quarter 3 Quarter 4 Current recap on Current recap on Draft workplan for Final workplan for tourism work tourism work upcoming year(s). upcoming year(s), efforts including efforts including including future data and metric data and metric goals and points. points. measurables. Draft of grant Final grant Current recap on Current recap on application application tourism work tourism work process and process and efforts including efforts including communication. communication. data and metric data and metric points. points. City wide tourism Regional, State, Grant update Grant recap outreach and and City outreach including dollars discovery recap. and discovery funded and to recap. whom. b. Annual update (to be included with one of the quarterly updates). Provide information on the estimated dollars received due to increases in the number of people travelling for business or pleasure on a trip who came from a different country, state or location that is more than 50 miles away from the City of Auburn. The 2022 deliverable should provide estimated goals for 2023 and 2024. The 2023 and 2024 deliverables should provide estimated actual data. February 1, 2022 Page 11 of 12 DocuSign Envelope ID:6F8A18EB-58DA-456E-BE59-53F7CEBA2C57 Resolution 5645 — Exhibit A EXHIBIT B A provided quarterly digital marketing report for social media, email blasts, advertising, and website will include reporting on the following data points: Audience: Audiences are groups of website visitors with shared attributes such as gender, age, device type, country, or browsing behavior. Acquisition: Acquisition data provides information about how the user got to your site and who they are. It also records the users' interactions with your site in one session. Behavior: Showing how the users behaved while they were on your site or on other digital communications. Including bounce rate, and pageviews. Goal Conversions: A goal conversion (or goal completion) occurs when your visitors complete a specific action you are tracking. Additional metrics on advertising or when needed will include: Web Traffic Sources Leads Page Views Cost per Lead Returning Visitors Click-Through Rate Customer Acquisition Cost February 1, 2022 Page 12 of 12