Loading...
HomeMy WebLinkAbout1989-11-07; City Council; Resolution 89-393a 0 I It RESOLUTION NO. 89-393 2 3 4 5 6 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH THE CARLSBAD CHAMBER OF COMMERCE TO PROVIDE PROFESSIONAL SERVICES RELATED TO THE PROMOTION OF THE CITY OF CARLSBAD WHEREAS, the City Council of the City of Carlsbad has determined 7 services to visitors to the City; and 8 that it is in the best interest of the City to promote tourism and provide 9 Carlsbad Chamber of Commerce and its subdivision, the Carlsbad Convention 10 WHEREAS, the City Council has further determined that the /// 27 /// 26 /// 25 /// 24 /// 23 /// 22 /// 21 /// 20 /// 19 1. That the above recitations are true and correct. 18 Carlsbad, California as follows: 17 NOW, THEREFORE BE IT RESOLVED by the City Council of the City of 16 attached hereto. 15 provide these services under the terms and conditions of the agreement 14 WHEREAS, the Carlsbad Chamber of Commerce has agreed to 13 services to the City of Carlsbad; and 12 and Visitors Bureau, possess the necessary skills to provide these 11 28 /// e e 1 2. That the Mayor is hereby authorized to execute the attached 2 promotion of the City of Carlsbad. 4 Chamber of Commerce to provide professional services related to the 3 agreement, Exhibit A, between the City of Carlsbad and the Carlsbad 5 Council of the City of Carlsbad, California, held on the 7th d aY 6 PASSED, APPROVED AND ADOPTED at a regular meeting of the City 7 8 of November , 1989, by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Pettine, Mamaux and Larson 9 10 11 NOES: None ABSENT: None l2 /I ATTEST: 13 -, 14 ALgg-eAuTdKgz, &+L c*q 15 16 (SEAL) 17 l8 I! 19 I/ 20 21 22 I/ 23 24 25 26 27 28 e 0 AGREEMENT BETWEEN THE CITY OF CARLSBAD AND THE CARLSBAD CHAMBER OF COMMERCE TO PROVIDE PROFESSIONAL SERVICES RELATED TO THE PROMOTION OF THE CITY OF CARLSBAD THIS AGREEMENT, made and entered into as of the day of , 1989, and effective from July 1, 1989 to September 30, 1990, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City," and the CARLSBAD CHAMBER OF COMMERCE, hereinafter referred to as "Chamber". RECITALS City requires the services necessary for the promotion of the City of Carl sbad; and The Chamber possess the necessary skills and qualifications to provide the services required by the City. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Chamber agree as follows: (1) EMPLOYMENT OF SERVICES The City agrees to engage and the Chamber agrees to perform the services described bel ow: A. Establish, identify, research and develop a strong Identification Program for the City of Carlsbad and the Carlsbad Convention and Visitors Bureau; B. Position Carlsbad as a prime destination in Southern California through an integrated media and promotional campaign; C. Generate awareness of Carlsbad in those geographic regions of the United States which provide the largest number of visitors to "Southern Cal ifornia each year; D. Increase the awareness of Carlsbad among the members of the travel industry including travel agents, corporate travel agents and tour planners; E. Increase the awareness and interest in Carlsbad among visitors to the San Diego and Los Angeles areas; and e 0 (2) F. Establish a strong public relations campaign designed to provide heightened visibility by providing information on Carlsbad in local, regional and national publications and media. G. Operate the Visitor Information Center in the AT&SF Depot seven days per week ex.cept New Year’s Day, Easter, Thanksgiving and Christmas Day to assist visitors to Carlsbad. H. Create a division of the Chamber to perform the above functions to be known as the Carl sbad Convention and Visitor’s Bureau (CCVS) . I. Provide separate accounting for all transactions related to the operation of the CCVB. J. Develop private funding for advertising co-op programs, central reservations fees and other participatory fees to support a full- time, aggressive tourism marketing program. COMPENSATION For the services described above the City will compensate the Chamber in an amount not to exceed $200,000 to be paid as described below: A. The total budget for the Chamber shall be $240,000 as shown in the Exhibit A. The City will compensate the Chamber up to $200,000 as described below: Administrative and Operation Costs $114,700.00 Programs 85,300.00 Total City Contribution $200,000.00 B. Payments for administrative and operation costs shall be made to the Chamber in equal monthly installments by the 15th of each month computed as follows: Budget for Administrative Operation Costs $114,700.00 Less Advanced Funds (July, August, & September, 1989) 1 25,077.00) Funds available for remaining 12 Months $ 89,623.00 Monthly Installment through 9/30/90 $ 7,468.58 C. Payments for programs shall be released to the Chamber as needed up to a maximum of $55,300. The remaining $30,000 may be released to the Chamber on a dollar for dollar basis as matching funds, in the form of cash, are received by the Chamber. Payment for the program expenses may be released at any time up to the amount then avail able upon receipt by City of an invoice or proof of use of funds for program purposes. 2 a rn (3) TERMINATION OF AGREEiclENT FOR CAUSE If, through any cause, the Chamber shall fail to fulfill in timely and proper manner its ohligation under this Agreement, the City shall thereupon have the right to terminate this Agreement by giving written notice to the Chamber of such termination and specifying the effective data thereof, at least thirty (30) days before the effective date of such termination. (4) INFORMATION AND REPOR’B The Chamber shall prclvide the City Council with quarterly reports of the activity of the Chamber and CCVB funded under this Agreement. These reports shall be mace available for the three month periods ended December, March, June and September each year. (5) BUDGET REQUESTS The Chamber shall submit a budget request in the form required by the City Finance Director by Apri 1 30 each year. (6) BUDGET ADOPTION AND C3NTROL ‘ The budget for the Chamber for the year ended 9/30/90 shall be as shown in Exhibit A attachl2d hereto. The Chamber shall spend funds in accordance with this plan and shall report as required in Section 4 of this Agreement using the categories of expense shown in said budget. Transfers may be made from accounts to account in a cumulative amount of up to $2,500 without prior approval from the City Council. Transfers in excess of this amolnt shall be submitted to the Council for approval. (7) RECORDS AND INSPECTION The Chamber shall ma-intain full and accurate records with respect to all matters covered Jnder this Agreement. The City shall have free access at all proper times to such records, and the right to examine and 3 e 0 audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities. (8) ACCOMPLISHMENT OF PROJECT The Chamber shall commence, carry on, and complete the project with all practicable dispatch, in a sound, economical, and efficient manner in accordance with the provisions thereof and all applicable 1 aws. (9) MATTERS TO BE DISREGARDED The titles of the several sections, subsections, and paragraphs set forth in this contract are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of the provisions of this contract. (10) COMPLETENESS OF CONTRACT This Agreement and any additional or supplementary document or documents incorporated herein by specific reference contain all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. (11) CITY NOT OBLIGATED TO THIRD PARTIES The City shall not be ob1 igated or 1 iable hereunder to any party other than the Chamber. (12) WHEN RIGHTS AND REMEDIES NOT WAIVED In no event shall the making by the City of any payment to the Chamber constitute or .be construed as a waiver by the City of any breach of covenant, or any default which may then exist, on the part of the Chamber, and the making of any such payment by the City while any such breach or default shall exist in no way impair or prejudice any right or remedy available to the City in respect to such breach or default. 4 0 0 (1 3) PERSONNEL The Chamber represents th3t it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. A1 1 of the services required hereunder will be performed by the Chamber or under its supervision, and a1 1 personnel engaged in the work shall be qualified to perform such services. (14) NOTICES Any notices, bills, invoices, or reports required by this Agreement shall be sufficient if sent by the parties in the United States mail, postage paid, to the address noted be:ow: City ~f Carlsbad Carl sbad Chawber of Commerce Attention: Finance Director Visitors Bureau 1200 Elm Avenue Attention: Steve Link Carl sbad, CA 92008 5411 Avenida Encinas Suite 100 Carlsbad, CA 92008 (15) NONDISCRIMINATION CLAUSE The Chamber shall comply with appl icable State and Federal 1 aws regarding nondiscrimination. (16) OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports and other work products as herein required are the property of the City, whether the work for which they a.re made be expected or not. ’ In the event this contract is teminatxl, all documents, plans, speci Fications, drawings, reports and studies shall be delivered forthwith to the City. Chamber shall have the right to make one copy of the plans for its rccords. (17) TERMINATION OF CONTRACT In the event of the Chamber’s failure to prosecute, deliver or perform the work as provided for in this agreement, the City may terminate this Agreement for nonperformance by notifying the Chamber by certified mail of the termination nf the Agreement. The Chamber, thereupon, has thirty - 5 W m (30) working days to del iver all documents owned by the City and all work in progress as described in Section 16 to the City Finance Director. The City Finance Director shall make a determination of fact based upon the documents delivered to City of the work which the Chamber has performed that is usable and of worth to the City in having the Agreement completed. Based upon that funding as reported to the City Council, the Counci 1 shall determine the final payment of the Agreement. (18) DISPUTES If a dispute should arise regarding the performance of work under this Agreement, the foll owing procedure shall be used to resolve any questions of fact or interpretation not otherwise settled by agreement between parties. Such questions, if they become identified as a part of a dispute among persons operating under the provisions of this Agreement, shall be reduced to writing by the principal of the Chamber or the City Finance Director. A copy of such documented dispute shall be forwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties. The City Finance Director or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (10) calendar days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the City Council for their resolution through the office of the City Manager. The City Council may then opt to consider the directed solution to the problem. In such cases, the action of the City Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. 6 e 0 (19) SUSPENSION OR TERMINATION OF SERVICES This Agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspensions or termination, upon request of the City, the Chamber shall assemble the work product and put same in order to proper fi 1 ing and closing and deliver said product to City. In the event of termination, the Chambers shall be paid for work performed to the termination date; however, the total shall not exceed the guaranteed total maximum. The City shall make the final determination as to the portions of tasks completed and the compensation to be made. Compensation is to be made in compliance with the Code of Federal Regulations. (20) STATUS OF THE CHAMBER The Chamber shall perform the services provided for herein in Chamber’s own way as an independent contractor and in pursuit of Chamber‘s independent calling, and not as an employee of the City. Chamber shall be under control of the City’ only as to the result to be accomplished and the personnel assigned to the project, but shall consult with the City as provided for in the request for proposal. The Chamber is an independent contractor of the City. The payment made to the Chamber pursuant to this Agreement shall be the full and complete compensation to which the Chamber is entitled pursuant this Agreement. The City shall not make any federal or state tax withholdings on behalf of the Chamber. The City shall not be required to pay any workers’ compensation insurance on behalf of the Chamber. The Chamber agrees to indemnify the City for any tax, retirement contribution, social security, overtime payment, workers’ compensation payment which the City may be required to make on behalf of Chamber payment which the City may be 7 0 m. required to make on behalf of Chamber or any employee of Chamber for work done under this Agreement. The Chamber shall be aware of the requirements of the Immigration Reform and Control Act of 1985 (8 USC Sec. 1101 - 1525) and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, sub-contractors and Chambers that are included in this Agreement. (21) ASSIGNMENT OF AGREEMENT The Chamber or CCVB shall not assign this Agreement or any part of it or any money due under it without the prior written consent of the City. (22) PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept or approve or take part in negotiating, making, accepting or approving of any contract or subcontract in connection with the execution of this Agreement shall become directly or indirectly interested personally in this Agreement or any part thereof. No officer or employee of the City who is authorized in such a capacity on behalf of the City to exercise any executive, supervisory or other similar functions in connection with the performance of this Agreement shall become directly or indirectly interested personally in this Agreement or any part thereof. (23) ENTIRE AGREEMENT This Agreement is the entire Agreement between the parties and supersedes all prior oral or written memoranda, understands , or agreement or conversation with any officer, agent or employee of the City either before, during or after the execution of this Agreement shall affect or modify any of the terms or obligations contained in this Agreement, nor shall such additional payment whatsoever under the terms of this 8 e 0 Agreement. No amendments or alterations to this Agreement shall be effective unless evidenced by writing and executed by all parties to this Agreement. IN WITNESS WHEREOF, the City and the Chamber have executed this Agreement as of the date first written above. City of Carlsbad ATTEST : By: Claude A. Lewis, Mayor Carlsbad Chamber of Commerce By : Title 9 W EXHIBIT A CARLSBAD CHAMBER OF COMMERCE CARLSBAD CONVENTION AND VISITORS BUREAU BUDGET FOR PERIOD 7/1/89 TO 9/30/90 Maqic irws/'kwspaLer Ads 4dvertistmnts will be placed in magazines and newspapers that reach our target market. These include: liolorlald. Yestdays. Golden State, L.A. Magazine, California Travel Guide, Travel & Leisure. San Diegan. L.A. Tines, Phoenix Gazette, Arizona Republic and Orange County Register. -.- Trade Shws aqd Blitzes Nov. 16. 1989 Convis Annual Travel Stow Feb. 3 - 1, 1990 Orange Ccunty Register Travel Show Mar. 2 - 3 ASTA Travel Show - Tuscon. Arizona Mar. 1.7 - 18 L.A. Travel Show Far. 24 - 25 Orange County Travel Show ~ Jan. 8 - 12. 1990 Slitzing. San Jose Area Feb. 26 - Mar. 1 Blitzing Phoenix. Scottsdale Area Fam trips for travel agents and travel writers. There is a fam trip for 35 travel agents who will visit us on kt. 26 - 29. 1989. This is a cooperative venture with heanside. Escondido and htrak. Threc travel agent fam trips to Carlsbad are planned in cooperation with Pan Am Cmuter Airlines. Pr inl/Reprlnt Brochures , Advcl-tising Specialty Itrms NOV. 24 - 26 San Diego Convention Center Grand Opening Prmwtional rmd for Lacal Conmunity Events. Tola 1 I'rncrams Arlninisirative and Operations Expenses* TO TAL Total City Budqet Payncnt GC'JB $ 63.000 12,000 17,000 2,000 9.135 $102.C35 4 85.30r) $17.335 137.365 m.mo 22,665 $240.000 ~200.00(! $10.030 ""- * Adninistrative and Operations Expenses shall include $4,50C for annual audit expenses and property taxes on the AT&SF Depot property. .The Chamber will promptly pay all invoices related to these expenses when due. 10