HomeMy WebLinkAbout2020-05-06; Carlsbad Tourism Business Improvement District; Resolution 2020-3DocuSign Envelope ID: B10E1C24-9845-491D-AF42-FE9F2186EFF8
EXHIBIT 2
RESOLUTION NO. 2020-3
RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD
TOURISM BUSINESS IMPROVEMENT DISTRICT AUTHORIZING THE
CHARIPERSON TO EXECUTE AN AGREEMENT FOR PROFESSIONAL
SERVICES WITH CIVITAS ADVISORS
WHEREAS, on November 15, 2005, the City Council of the City of Carlsbad adopted
Ordinance No. NS-778 enacting Chapter 3.37 of the Carlsbad Municipal Code and creating the
Carlsbad Tourism Business Improvement District (CTBID); and
WHEREAS, the primary purpose of the CTBID is to promote tourism and provide services
to visitors to the City of Carlsbad: and
WHEREAS, the City of Carlsbad has authorized the Board of Directors (Board) of the
CTBID to conduct the business of the CTBID in the time, place and manner that best suits the
needs of the Board, subject to the control of the federal, state and local laws governing the
activities of a Business Improvement District; and
WHEREAS, the City Council has provided the Board with the ability to contract for
services necessary to carry out the purpose of the CTBID; and
WHEREAS, Civitas Advisors, by virtue of their extensive experience in developing long-
term funding for Destination Marketing Organizations, is uniquely qualified to provide
professional services to the CTBID; and
WHEREAS, it is estimated that the cost to provide these services is $20,000; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Carlsbad Tourism
Business Improvement District, as follows:
1. That the above recitations are true and correct.
2. That the Board authorizes the Board Chairperson to execute the attached
agreement with Civitas Advisors (Exhibit 2A) to provide professional services to
explore options to modify the current CTBID assessment in an amount not to
exceed $20,000.
3. That $20,000 be appropriated from the CTBID Fund Balance to Miscellaneous
Professional Services for Civitas Advisors contract.
DocuSign Envelope ID: B10E1C24-9B45-491D-AF42-FE9F2186EFF8
EXHIBIT 2
PASSED, APPROVED, AND ADOPTED at a regular meeting of the Board of Directors of the
Carlsbad Tourism Business Improvement District on the 6th day of
May 2020, by the following vote to wit:
AYES: Stripe, Canepa, Rauch, Gray, Hughes, Chapin
NOES: None.
ABSENT: None.
Psi grip('
TIM STRIPE
Chair
ATTEST:
BARBARA ENGLESON
Pro Tem Clerk of the
Carlsbad Tourism Business Improvement District
1/e(71/7 Gorne2 / Dept'," ci
EXHIBIT 2A
AGREEMENT FOR 89 ACT MODIFICATION SERVICES WITH
CIVITAS ADVISORS
HIS AGREEMENT i made and entered into as of the 54'Idk day of
, 20 , by and between the Carlsbad Tourism Business
lmprovemeht District (CTBID), and Civitas Advisors, a for-profit, private organization
("Contractor").
RECITALS
A. CTBID requires the professional services of a contractor that is experienced
in assessment modification services.
B. Contractor has the necessary experience in providing professional services
and advice related to assessment modification.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to CTBID and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, CTBID and Contractor agree as follows:
1. SCOPE OF WORK
CTBID retains Contractor to perform, and Contractor agrees to render, those services
(the "Services") that are defined in attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care
and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable diligence
and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of six (6) months from the date
of the agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
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5. COMPENSATION
The total not to exceed fee payable for the Services to be performed during the initial
Agreement term shall not exceed Twenty Thousand dollars ($20,000). No other
compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement. The CTBID reserves the right to withhold a ten percent
(10%) retentio'6,until CTBID has accepted the work and/or Services specified in Exhibit
flAll
Compensation will be made in three (3) monthly installments of Six Thousand dollars
($6,000) each month, plus initial start-up fees of $2,000, for a not to exceed amount of
$20,000. The first installment and the initial start-up fees shall be payable upon execution
of the Agreement. Subsequent installments shall be paid in the first full week of each
month, through the term of this Agreement. Subsequent installments will be adjusted
based on the approved actual expenses from the prior month. Adjustments to pay dates
may be necessary due to the cash balance in the fund.
The CTBID reserves the right to terminate or reduce funding levels outlined in the
Agreement in the event of CTBID revenue reductions. Recommended deductions will
be reported to the CTBID Board who shall determine the modified funding level.
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
CTBID. Contractor will be under control of CTBID only as to the result to be accomplished,
but will consult with CTBID as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of CTBID for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. CTBID will not make any federal or state
tax withholdings on behalf of Contractor or its agents, employees or subcontractors.
CTBID will not be required to pay any workers' compensation insurance or unemployment
contributions on behalf of Contractor or its employees or subcontractors. Contractor
agrees to indemnify CTBID within thirty (30) days for any tax, retirement contribution,
social security, overtime payment, unemployment payment or workers' compensation
payment which CTBID may be required to make on behalf of Contractor or any agent,
employee, or subcontractor of Contractor for work done under this Agreement. At the
CTBID's election, CTBID may deduct the indemnification amount from any balance owing
to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of CTBID. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to CTBID for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
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the acts and omissions of persons directly employed by Contractor. Nothing contained in
this Agreement will create any contractual relationship between any subcontractor of
Contractor and CTBID. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by CTBID.
8. OTHER CONTRACTORS
The CTBID reserves the right to employ other Contractors in connection with the
Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the CTBID and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising out of the performance of the work described herein
caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose
acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense CTBID
incurs or makes to or on behalf of an injured employee under the CTBID's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor or
Contractor's agents, representatives, employees or subcontractors. The insurance will be
obtained from an insurance carrier admitted and authorized to do business in the State
of California. The insurance carrier is required to have a current Best's Key Rating of not
less than "A-:VII". OR with a surplus line insurer on the State of California's List of Eligible
Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at
least "AX".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless CTBID Attorney or CTBID Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. CTBID, its officers, agents and
employees make no representation that the limits of the insurance specified to be carried
by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
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obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liability Insurance. $1,000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply separately
to the work under this Agreement or the general aggregate will be twice the required per
occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for CTBID). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code. Workers' Compensation
will not be required if Contractor has no employees and provides, to CTBID's satisfaction,
a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance required
under this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The CTBID will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to CTBID sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to CTBID's
execution of this Agreement, Contractor will furnish certificates of insurance and
endorsements to CTBID.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then CTBID will have the option to declare Contractor in breach, or may
purchase replacement insurance or pay the premiums that are due on existing policies in
order to maintain the required coverages. Contractor is responsible for any payments
made by CTBID to obtain or maintain insurance and CTBID may collect these payments
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from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
10.5 Submission of Insurance Policies. CTBID reserves the right to require, at any time,
complete and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of CTBID during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of final
payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of CTBID. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to CTBID. Contractor
will have the right to make one (1) copy of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CTBID
and Contractor relinquishes all claims to the copyrights in favor of CTBID.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of CTBID and on behalf of Contractor under this Agreement.
For CTBID:
Cheryl Gerhardt
CTBID Staff
City of Carlsbad
1635 Faraday Ave.
Carlsbad, CA 92008
Phone No. 760-602-2468
For Contractor:
John Lambeth
President & CEO
Civitas Advisors
1102 Corporate Way, Suite 140
Sacramento, CA 95831
Phone No. 916-437-4300
5
CTBID Attorney Approved Version #05.06.08
Each party will notify the other immediately of any changes of address that would require
any notice or delivery to be directed to another address.
16. RESERVED
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way affect
the performance of the Services by Contractor. Contractor will at all times observe and
comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or CTBID will
reduce such questions, and their respective views, to writing. A copy of such documented
dispute will be forwarded to both parties involved along with recommended methods of
resolution, which would be of benefit to both parties. The representative receiving the
letter will reply to the letter along with a recommended method of resolution within ten
(10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party,
a letter outlining the disputes will be forwarded to the CTBID Board. The CTBID Board
will consider the facts and solutions recommended by each party and may then opt to
direct a solution to the problem. In such cases, the action of the CTBID Board will be
binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
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20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
CTBID may terminate this Agreement for nonperformance by notifying Contractor by
certified mail of the termination. If CTBID decides to abandon or indefinitely postpone the
work or services contemplated by this Agreement, CTBID may terminate this Agreement
upon written notice to Contractor. Upon notification of termination, Contractor has five (5)
business days to deliver any documents owned by CTBID and all work in progress to
CTBID address contained in this Agreement. CTBID will make a determination of fact
based upon the work product delivered to CTBID and of the percentage of work that
Contractor has performed which is usable and of worth to CTBID in having the Agreement
completed. Based upon that finding CTBID will determine the final payment of the
Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate
this Agreement. In this event and upon request of CTBID, Contractor will assemble the
work product and put it in order for proper filing and closing and deliver it to CTBID.
Contractor will be paid for work performed to the termination date; however, the total will
not exceed the lump sum fee payable under this Agreement. CTBID will make the final
determination as to the portions of tasks completed and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of this
Agreement. For breach or violation of this warranty, CTBID will have the right to annul
this Agreement without liability, or, in its discretion, to deduct from the Agreement price
or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
CTBID must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to CTBID, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false
claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If CTBID seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on
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any public work or improvement for a period of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for CTBID to terminate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing
a right or rights provided for by this Agreement will be tried in a court of competent
jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other
county. This Agreement shall be interpreted pursuant to the laws of the State of California.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CTBID and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of CTBID, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by
it, along with the purchase order for this Agreement and its provisions, embody the entire
Agreement and understanding between the parties relating to the subject matter of it. In
case of conflict, the terms of the Agreement supersede the purchase order. Neither this
Agreement nor any of its provisions may be amended, modified, waived or discharged
except in a writing signed by both parties.
///
///
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*B v:
hn Lambeth, President & CEO
**By:
!vitas Advisors
By:
Neciar- 6-Ome2,
Pept.
Tim S
ATTEST:
, CTBID Board Chair
Barbara Engleson
Clerk of CTBID
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR Carlsbad Tourism Business
Improvement District
If required by CTBID, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation, Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A. **Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, General Counsel to CTBID
By:
Assistant General Counsel
CTBID Attorney Approved Version #05.06.08
9
V IIUIHXa CARLSBAD TBID 89 ACT MODIFICATION
PROPOSAL
Tim Stripe, Board Chair
Carlsbad Tourism Business Improvement District
Dear Mr. Stripe,
I am pleased to present to you our enclosed proposal for services to renew and
modify the CarlsbadTourism Tourism Business Improvement District ("TBID"), a
Tourism Business Improvement District ("TBID") established under the Parking
and Business Improvement Area act of 1989 ("89 Act"), to allow for an assessment
modification during the 2020/2021 term for the Carlsbad TBID. Additionally,
Civitas will assist the CTBID Advisory Board, the City of Carlsbad, and Visit
Carlsbad ("VC") on best practices to transition the leadership of the CTBID
Advisory Board to the CCVB Board.
Thank you for the opportunity to submit this proposal. I look forward to working
with you on this exciting project.
Best Regards,
-11miNd-Q-Fzu-bus
Nichole Farley,
Director of Business Development
Civitas I Carlsbad Tourism Business Improvement District 1
I Carlsbad Tourism Business Improvement District 21
THE OPPORTUNITY
In our recent project to convert the CTBID from an 89 Act district to a district
established under the Property and Business Improvement District Law of
1994, the CTBID Advisory Board decided not to pursue the district conversion
at this time but would like to continue with the ability to modify the 89 Act
TBID to allow for an change in the assessment methodology from a fixed dollar
to a percentage of gross sales. It has also been discussed that this is an
opportunity to work with the VC Board to transition the CTBID Advisory Board
into a leadership position of the VC to help reduce administration efforts and
improve efficiency for management of the TBID assessment funding.
Civitas has successfully completed over 150 special assessment district
formation and renewal projects throughout the world which has generated
over $1.7 billion in dedicated funding for the specific needs of our clients. Our
client portfolio ranges from destinations seeking to establish themselves in
the market for the first time to iconic, long standing destinations that wish to
remain competitive and further cement their legacy in the industry.
Renew Current Tourism Business Improvement District
Civitas will assist in the renewal of the current Tourism Business Improvement District
under the 89 Act with a shortened term.
Form a new Tourism Business Improvement District under the 89 Act
Civitas with guide the CTBID and the City of Carlsbad through the necessary steps
required by the 89 Act to create a new 89 Act TBID with the proposed new assessment
methodology. This will include drafting all the required resolutions, staff reports, and
public notices.
Modify 89 Act Tourism Business Improvement District Ordinance
Civitas will guide the CTBID and the City of Carlsbad through the necessary steps to
modify the current CTBID Ordinance from a fixed rate assessment methodology to a
percentage of gross room night sales assessment methodology. This step will include
drafting the new Ordinance, related staff reports, and public notices.
89 Act Advisory Board and VC Board Integration
Civitas will work with the CTBID Advisory Board and the VC Board to conduct a review
of the VC Bylaws and provide recommendations on how to consolidate the CTBID
Advisory Board and the VC Board.
SCOPE OF SERVICES SCHEDULE
CiVii051 Carlsbad Tourism Business Improvement District 3
MEET YOUR TEAM
„•
John Lambeth
President & CEO
Gina Reed
Project Manager
Nichole Farley
Director of Business Development
& Client Engagement
Madison Deschamps
Legal Assistant
Civitas is a leader in developing long term funding
solutions for Destination Marketing Organizations. We
have helped several states investigate the potential of
establishing statewide funding, in addition to assisting in
the formation of an unparalleled ninety-nine TBIDs
throughout the United States. With its deep experience
and expertise, Civitas has been commissioned by the U.S.
Travel Association to conduct nationwide studies.
Civitas also provides research, consulting, and district
formation services to destinations located around the
world, including Canada, South America, Europe, and
Asia. A representative distant high-priced destination is
Japan, where Civitas clients include Nomura Research
Institute, Japan Area-Based Management Organization
Network, Japan Travel Bureau, and Setouchi Tourism
Authority. For its groundbreaking work, Civitas has been
featured in publications such as Forbes and Skift.
'Pkr111.111111,1,111115•••^•^.
I Carlsbad Tourism Business Improvemen
INVESTMENT PROVISIONS
Investment Overview
Description Price
Professional Fees $18,000
Estimated Expenses $2,000
Total $20,000
Civitas proposes a fixed monthly fee of $6,000 per month for
three (3) months, plus expenses. A start-up fee of ten percent
(10%) of project costs, $2,000, will be due and payable upon
execution of an agreement for services between Civitas and
CTBID. The amount of the start-up fee will be deducted from the
final invoice, which will also be adjusted to account for the total
contract price. Civitas will send CTBID a monthly invoice for fees
and costs incurred. Invoices will include the fixed professional
fee and expenses. The basis of calculation or other method of
determining expenses will be clearly identified by item and
amount.
This proposal is based on the understanding that CTBID Board will provide
assistance and time needed to facilitate the process on the local level, including
time devoted to outreach meetings, and gathering support for the ordinance
modification. The CTBID's investment for the scope of services and timeline
described herein shall be $20,000. At this time, no trips to Carlsbad are included in
this proposal. If a trip is requested, a member of the Civitas team would be happy to
make a trip for $1,250 in professional fees plus expenses, with travel days billed at
50%.
Expenses
CTBID will be responsible for all costs and expenses in addition to the professional
fees. Ordinary costs and expenses, including telephone charges, postage, and
photocopying will be billed at four percent (4%) of professional fees. Other costs,
such as travel, overnight shipping, bulk mailing and printing costs (over 100 pages)
shall be billed at Civitas' actual cost. Expenses are not expected to exceed $2,000.
Civitas I Carlsbad Tourism Business Improvement District 5
Cost Assumptions and Guidelines
We have projected a specific amount of time to complete the TBID renewal and
modification, along with the VC Board conversion. It is assumed that the project
will not exceed the budgeted amount of time. If unanticipated matters result in
additional time beyond that which has been projected, we would continue billing
professional fees of $6,000 per month, plus expenses, for the project duration.
Factors that could increase the scope of work and estimated costs outlined above
include additional meetings not described in this proposal, analysis of additional
issues above those described in this proposal, or a lack of steering committee and
business owner involvement in the project.
When Civitas services conclude, all unpaid charges will immediately become due
and payable. The amount of professional fees set forth in this agreement are a
fixed amount for completion of the project within a maximum three (3) month time
frame. The total amount of professional fees has been divided over the maximum
three (3) month time frame to determine the monthly billing amount. If the project
is completed prior to the three (3) month time frame, the remaining balance of
professional fees will be due and payable within thirty (30) days of project
completion.
As you know, there are many unknown variables in a project of this nature. Although
we would work diligently to complete the project, factors outside Civitas and the
CTBID's control could delay or thwart even the best-developed plans. We will work
to minimize risks and complete the project at the earliest possible date.
The pricing and scope outlined in this agreement will expire upon sixty (60) days
post delivery of this proposal.
Business Improvement District 6
AGREEMENT
If you would like to agree to engage our services consistent with this proposal and the following terms, please sign below.
A start-up fee of ten percent (10%) of project costs, $2,000, will be due and payable upon execution of this Agreement. Civitas will send CTBID a monthly
invoice for fees and costs incurred. Each invoice will be payable within thirty (30) days of its mailing date. Either CTB ID or Civitas shall have the right
to terminate this agreement upon ten (10) days' notice. When Civitas' services conclude, all unpaid charges will immediately become due and payable,
including the balance of any professional fees if the project is completed prior to the maximum three (3) month time frame.
Nothing in this Agreement and nothing in statements by Civitas personnel to CTBID will be construed as a promise or guarantee about the outcome of
the matter. Civitas makes no such promises or guarantees.
If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire
Agreement will be severable and remain in effect. This Agreement may be modified by subsequent agreement of the parties only by an instrument in
writing signed by both of them or an oral agreement only to the extent that the parties carry it out.
The parties agree to accept the terms and conditions herein.
Carlsbad Tourism Business Improvement District, by
Not yet submitted
Tim Stripe,
Board Chair
Civitas Advisors, by
Date
4-24-2020
Date John Lambeth,
President & CEO
Civitas I Carlsbad Tourism Business Improvement District 7