SAN MATEO COUNTY COMMUNITY COLLEGE DISTRICT AGREEMENT

With Bay Relations, Inc.

For: Consulting and Marketing Services for the San Mateo County Community College District

This Agreement entered this 1st day of February, 1999 by and between the San Mateo County Community College District, a political subdivision of the State of California, hereinafter called the "District" and Bay Relations, Inc, hereinafter called 'Consultant".

WHEREAS, it is necessary and desirable that Consultant be engaged by District for the purpose of performing services hereinafter described:

1 In consideration of the payments hereinafter set forth, Consultant shall perform services for District in accordance with the terms, conditions and specifications set forth herein and in Exhibit A and B attached hereto and by this reference made a part hereof.

2. In consideration of the services rendered in accordance with all terms, conditions and specifications set forth herein and in Exhibit A and B, District shall make payment to Consultant in the manner specified in Exhibit A.

3. The Consultant shall contract for all services necessary to perform the work required under this contract.

4. Any materials developed, produced or provided under this Agreement shall become the sole property of the District.

5. Any information or materials obtained by the Consultant from the District or developed by the Consultant hereunder or in contemplation hereof shall remain the District's property. All copies of such Information in written, graphic or other tangible form shall be returned to the District upon request. Unless such information was previously known to the Consultant free of any obligation to keep it confidential or has been or is subsequently made public by the District or a third party, it shall be kept confidential by the Consultant, shall be used only in performing hereunder, and may be used for other purposes only upon such terms as may be agreed upon in writing.

6. The Consultant agrees to comply with Government Code Section 8546.7 which provides that any contract involving expenditure of public funds in excess of $10,000 requires that the contracting parties shall be subject to the examination and audit of the Auditor General for a period of three (3) years after final payment.

7. The Consultant shall be responsible for all damages to persons or property that occur as a result of Consultant or Consultant's employees fault or negligence in connection with the prosecution of this Agreement and shall be responsible for the proper care and protection of all product delivered and services performed until completion and final acceptance by the District.

8. The Consultant shall procure and maintain during the life of this contract, business liability insurance in the amount of $1,000,000 per occurrence. The San Mateo County Community College District shall be named on such insurance policy as co-insured or added thereon by endorsement as an additional insured.

9. Certificates of Insurance, required herein shall be filed with the District's Associate Chancellor prior to the commencement of work, in a form satisfactory to the District's Associate Chancellor. The certificates shall provide that if the policy or policies be canceled by the insurance company or the Consultant during the term of the contract, thirty (30) days written notice prior to the effective date of such cancellation will be given to the District's Associate Chancellor. The certificates shall also show the information that the San Mateo County Community College District is named on the Consultant's Public Liability and Property Damage policy as co-insured or added thereon by endorsement as an additional insured.

10. The Consultant shall have in effect, during the entire life of this Agreement, Workers' Compensation and Employer Liability Insurance providing full statutory coverage. In signing this contract, the Consultant makes the following certification, required by Section 1861 of the California Labor Code: I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I will comply with such provisions before commencing the performance of the work of the Agreement.

I have no employees, and, therefore, will not submit a Certificate of Workers' Compensation:

Consultant Signature

(Sign only if Consultant has no employees)

11. The Consultant at its expense, shall indemnify the District from and defend or settle any claim or action brought against the District to the extent that it is based on a claim that any services furnished hereunder infringed a patent, copyright, trademark, service mark, trade secret, or other legally protected proprietary right. The Contractor shall pay all costs, fees (including attorneys' fees) and damages which may be incurred by the District for any such claim or action or settlement thereof.

12. The San Mateo County Community College District is an equal opportunity/affirmative action employer. By entering into this agreement, the Consultant certifies that he/she is in compliance with the Equal Employment Opportunity Requirement of Executive Order 11246, Title VII of the Civil Rights Act of 1973, the California Fair Employment Practices Act and any other Federal or State laws and regulations related to Equal Employment Opportunity. Consultant's personnel policies shall be made available to District upon request.

13. This Agreement, including Exhibit A and B attached hereto and incorporated herein by reference, shall be governed by the laws of the State of California and constitutes the sole agreement of the parties hereto and correctly states the rights, duties and obligations of each party as of the document's date. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this Agreement are not binding. All subsequent modifications shall be in writing. In the event of a conflict between the terms, conditions and or specifications set forth herein and those in Exhibit A and B, attached hereto, the terms, conditions or specifications set forth herein shall prevail.

14. If, at any time, in the opinion of the District, within policies established by the District, the Consultant fails to render services of proper quality or has failed to perform, keep, and observe any of the terms, covenants, or conditions herein contained on the part of Consultant to be performed, kept, and observed, the District may give the Consultant written notice to correct such conditions or cure such default; and if any such condition or fault shall continue for ten (10) days after said written notice, then, and in that event, this Agreement shall cease and expire. Thereupon the District or its duty authorized representative may employ other parties to carry this Agreement to completion, as the District may deem proper. Any excess costs arising therefrom will be charged against the Consultant. In the event of such termination, all money due the Consultant shall be forfeited to the District, and such forfeiture will not release the Consultant from liability for failure to fulfill the Agreement. The Consultant shall be credited with the amount of money so forfeited toward any excess costs arising from the termination of the Agreement and the completion of it by the District as provided.

15. This agreement shall become null and void if it is found by the District that gratuities in the form of entertainment, gift or otherwise were offered or given by the Consultant to any officer or employee of the District or the College with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending of the contract provided that the existence of the facts upon which the District makes such findings shall be in issue and may be reviewed in any competent court.

16. Consultant shall be allowed to assign portions of this Agreement to Winning Directions without the prior written consent of District. In the event of any assignment, the Consultant shall remain liable to the District as principal for the performance of all obligations under this Agreement.

17. It is understood that this Is an Agreement by and between independent contractors and is not intended to, and shall not be construed to, create the relationship of agent, servant, employee, partnership, joint venture of association, or any other relationship whatsoever other than that of independent contractor. Consultant shall act as an Agent on behalf of the District to make all necessary arrangements for focus group work, printing, and all media buys as agreed upon by the District.

18. No waiver of default by the District of any terms, covenants or conditions hereof to be performed, kept, or observed by the Consultant shall be construed to be or act as a waiver of any subsequent default of any of the terms, covenants, and conditions herein contained.

19. All notices to be given between the parties hereto shall be in writing and may be served by depositing the same in the United States mail, postage prepaid and registered and addressed to:

"DISTRICT"
San Mateo County Community College District
Joseph Newmyer, Acting Associate Chancellor
3401 CSM Drive
San Mateo, CA 94402

"CONSULTANT"
Bay Relations, Inc.
Adrienne J. Tissier
2171 Junipero Serra, Suite 280
Daly City CA 94014

Either party by written notice to the other party may change the address of the notice or the names of the persons or parties to receive written notices.

20. This agreement shall commence on February 1, 1999 and terminate on September 30, 1999.

21. Either party may terminate this Agreement upon thirty (30) days' written notice to the other party.

IN WITNESS WHEREOF, the parties hereto on the day and year first above written have executed this agreement in duplicate, both of which shall, without proof or accounting for the counter part, be deemed an original thereof.

SAN MATEO COUNTY COMMUNITY                           
COLLEGE DISTRICT

By <Joseph Newmyer>

Joseph Newmyer, Acting Associate Chancellor

BAY RELATIONS,Inc.

By <Adrienne Tissier>
Adrienne J. Tissier
Name or title of Authorized Signature

Date March 11, 1999 Date 3/15/99

Employer Identification Number 94-3084147
Federal Tax Payer Identification Number 94-2192861

ASSIGNEE: Winning Directions

By <Kevin Reilly>

Date: 3/16/99

EXHIBIT A

Budget

Not to Exceed $250,000

Consultation Fees: (February I - July 31, 1999)

Bay Relations - $7,000 per month beginning February 1, 1999 - $42,000

Electronic Media Execution - $90,000-$l 00,000

Focus Groups - Four community groups with selected demographics - $I 6,000

Direct Mail/Other Print Media - $90,000-$l 00,000

EXHIBIT B
San Mateo County Community College District
Scope of Work

1.       Project Analysis

February >>> March

a. Meet with representative from three campuses regarding:

1. Perceptions of San Mateo County Community College District internally
2. Perceptions of San Mateo County Community College District externally
3. Goals
4. Assets
5. Liabilities
6. Needs from community and best offerings to community

March

b. Focus groups: Effort to determine external perceptions of San Mateo County Community College District

Four (4) groups of 10 each, meeting with community members
a. Students
b. Citizens by demographic selects
c. Citizens by geographic selects

March >>> April

c. Develop themes

1 Using data gathered above to:

a. Determine what messages appeal to what groups
b. Determine what groups should get what messages - segmentation of the community
c. Determine rhythm and frequencies for thematic outreach

2. Test for effectiveness through survey and agreed upon empirical methodologies

d. Determination of media mix (print vs. electronic) and timeline

1. Using data gathered above to:

a. Determine which outlets best serve targeted populations
b. Break outlets out by relevant/pertinent criteria
c. Build budget/timeline for media purchases, placement frequency

March >>> September

2.       Target news outlets and determine best ways to approach for free media

a. Plan and schedule events
b. Plan and schedule meetings with reporters, editorial boards
c. Establish priorities for SMCCCD programs that can be pitched to media (symphony, shows, collections, campus and instructional activities, alumni events, etc.)
d. Coordinate with activities currently scheduled on each campus (Jazz on the Hill, drama events, commencement, etc.)

April >>> September

3. Plan and execute electronic and direct mail campaigns

a. Coordinate print and electronic outreach
b. Target mail - budget/timeline
c. Track mail - persuasion outcomes
d. Coupon returns, etc.
e. Unify and reinforce themes

Ongoing

4. Coordinate with existing TV, radio and other media buys, outlets, outreach

a. Ads during pre-registration time frame
b. Display advertising
c. Newsletters
d. Other

Summary of work done to date