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HomeMy WebLinkAbout1994-09-27; City Council; Resolution 94-272j/ 0 0 EXHIBI' 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1'7 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9 4 - 27 2 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 that it is in the best interest of the City to promote tourism and provide services to visitors to the City; and WHEREAS, the City Council has further determined that the Carlsbad Chamber of Commerce and its subdivision, the Carlsbad Convention and Visitors Bureau, possess the necessary skills to provide these services to the City of Carlsbad; and WHEREAS, the Carlsbad Chamber of Commerce has agreed to provide these services under the terms and conditions of the agreement attached hereto. NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Carlsbad, California as follows: 1. That the above recitations are true and correct. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill I1 II a 0 1 /I 2. That the Mayor is hereby authorized to execute the attached agreement, 2 I1 Exhibit A, between the City of Carlsbad and the Carlsbad Chamber of Commerce to 3 provide professional services related to the promotion of the City of Carlsbad. 4 PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council 5 1994, by the following vote, to wit: 6 of the City of Carlsbad, California, held on the 27th day of SEPTEMBER , 7 AYES: Council Members Lewis, Stanton, Kulchin, Nygaard, Finnila 8 NOES: None 9 10 11 12 ABSENT: None 13 (j ATTEST: 14 15 16 17 18 19 2o I 21 ~ ALETHA L. RAUTENKRANZ, City Clerk (SEAL) I ' 22 23 24 25 26 27 28 0 0 EXHIBIT A 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 27th day of OCTOBER , 1994, and effective from October 1, 1994 to September 30, 1995, by and betweer 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 Carlsbad; 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: I. EMPLOYMENT OF SERVICES The City agrees to engage and the Chamber agrees to perform the services described below: 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 California each year; D. Increase t.he 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; 0 e 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 except 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 Carlsbad Convention and Visitor's Bureau (CCVB); I. Provide separate accounting for all transactions related to the operation of the CCVB; and 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. 2. COMPENSATION For the services described above the City will compensate the Chamber in an amount not to exceed $205,000 to be paid as described below: A. The total budget for the Convention and Visitor's Bureau shall be $240,000 as shown in Attachment A. The City will compensate the Chamber up to $205,000 as described below: Administrative and Operation Costs $1 18,000 Programs ' 87,000 Total City Contribution $205,000 B. Payments for administrative and operation costs shall be made to the Chamber in equal monthly installments by the 15th of each month for the 12 months beginning October 1994 and ending September 1995. The monthly payment will be $9,833.33. C. Payments for programs will be released to the Chamber up to a maximum of $87,000. The disbursement of these funds are broken down into two categories as follows: Unrestricted program funds Matching Program funds $ 62,000 25,000 Total Program Funds $ 87,000 2 0 e Unrestricted program funds will be released to the Chamber as needed tc the maximum of $62,000. Funds will be released following the City's receipt of a statement designating which programs funds will be appliec to. Within the unrestricted category, $7,000 is to be spent by thc Convention and Visitor's Bureau for local Community Promotion. The Chamber will provide the City a list of community events and activitie: to which these funds will be applied during the first quarter of thi: contract. The remaining $55,000 can be utilized for programs a: selected by the Chamber. Restricted program funds, not to exceed $25,000, will be released to the Chamber on a dollar for dollar basis as matching funds, in the form 0.1 cash, are received by the Chamber. Payment of the program expenses wili be released at any time, upon receipt of a list from the Chamber indicating where matching funds came from. 3. INFORMATION AND REPORTS The Chamber shall provide the City Council with quarterly reports of the activity of the Chamber and CCVB funded under this Agreement. These reports shall be made available for the three month periods ending in December, March, June and September each year. 4. BUDGET REQUESTS The Chamber shall submit a budget request in the form required by the City Financial Management Director by April 30 each year. 5. BUDGET ADOPTION AND CONTROL The budget for the Chamber for the year ending 9/30/95 shall be as shown in Attachment A attached 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 account to account in a cumulative amount of up to $2,500 without prior approval from the City Council. Transfers in excess of this amount shall be submitted to the Council for approval. 3 0 e 6. RECORDS AND INSPECTION The Chamber shall maintain full and accurate records with respect to all matters covered under this Agreement. The City shall have free access at all times to such records, and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings, and activities. 7. 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 laws. 8. 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. 9. 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. IO. CITY NOT OBLIGATED TO THIRD PARTIES The City shall not be obligated or liable hereunder to any party other than the Chamber. 4 0 0 11. 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. 12. PERSONNEL The Chamber represents that it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. All of the services required hereunder will be performed by the Chamber or under its supervision, and all. personnel engaged in the work shall be qualified to perform such services. 13. 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 below: City of Carlsbad Carlsbad Chamber of Commerce Attn: Finance Director Convention and Visitors Bureau 1200 Carlsbad Village Drive Attn: Steve Link Carlsbad, CA 92008 PO Box 1246 Carlsbad, CA 92008-1 246 14. NONDISCRIMINATION CLAUSE The Chamber shall comply with applicable State and Federal laws regarding nondiscrimination. 5 e a 15. 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 are made be expected or not. In the event this contract is terminated, all documents, plans, specifications, 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 records. 16. FAILURE TO PERFORM WORK In the event of the Chamber's failure to prosecute, deliver or perform the work as provided for in this agreement, the City may suspend or terminate this Agreement for nonperformance by notifying the Chamber by certified mail of the suspension or termination of the Agreement. In the event of such suspension 01 termination, the Chamber, thereupon, has thirty (30) working days to deliver a1 documents owned by the City and all work in progress as described in Section 15 to the City Financial Management Director. The City Financial Managemenl 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 the determination as to the portions of tasks completed, the appropriate amount of funding shall be reported to the City Council, the Council shall determine the portion of paymenl of the final payment of the Agreement. In no case shall the final payment exceed the guaranteed total maximum. 6 e 0 17. TERMINATION OR REDUCTION OF CONTRACT FOR FINANCIAL REASONS The City reserves the right to terminate or reduce the funding levels outlined in the agreement in the event of City revenue reductions. Recommended reductions will be reported to the City Council who shall determine the modified funding level. 18. DJSPUTES If a dispute should arise regarding the performance of work under this Agreement, the following 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 Financial Management 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 Financial Management Director or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (IO) 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. 7 0 0 19. 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 01 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 01 Chamber payment which the City may be 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. 1 101 - 1525) and shall comply with those requirements, including, but not limited to, verifying the eligibility for employmenl of all agents, employees, sub-contractors and Chambers that are included in this Agreement. 8 0 e 20. 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. 21. 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. 22. ENTIRE AGREEMENT This Agreement isthe 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 Agreement. No amendments or alterations to this Agreement 9 r. 0 0 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. CARLSBAD C.HAMBER OF COMMERCE BY (,,94.J&/ ?hi ATTEST: Ao.+A 8. (2!&JzA- ALETHA L. RAUTENKRANZ, City Clerk 10 < 0 0 ATTACHMENT A CARLSBAD CONVENTION AND VISITORS BUREAU BUDGET 10/01/94 TO 09/30/95 Multi Media Advertising* Total City Budget Payment ccve $56,000 $53,000 $3,0( Advertisements will be placed in magazines and newspapers that reach our target market. These include: Motorland, Westways, L.A. Magazine, California Travel Guide, San Diegan, L.A.. Times, Phoenix Gazette, Arizona Republic and Orange County Register. Other multi media opportunities will be evaluated. These include radio, television, billboards, and listings on computer networks. Trade Shows and Blitzes 11,000 10,000 1 ,O( 10194 02/95 03/95 03/95 03/95 04/95 04/95 05/95 06/95 08/95 09/95 09/95 San Diego Mixer Plus Trade Show - San Diego, CA Orange County Register's Travel Show - Costa Mesa, CA American Society of Travel Agents - Tucson, AZ L.A. Times Travel Show - Los Angeles, CA . American Airlines Vacation Supermarket - Dallas, TX Phoenix World Travel Show National Travel Exchange Trade Show - Silicon Valley, CA ASTA's 95 Western Region Trade Show - Beaver Creek, CO Group Leader Show - SeattleIPortland, WA Frontier Group Leader Trav. Fair - Concord/Sacramento, CA State Sales Mission - British Columbia, CAN California Travel Market (Int. Buyers) - Sacramento, CA Additional trade shows and blitzes will be scheduled as a cooperative venture with Oceanside and Escondido. Tourism Video Fam Trips Print Brochures Advertising Specialtv Items Promotion for Community Events Total Programs Administrative and Operations Expenses* * TOTAL 1,000 7,000 12,500 500 9,000 97,000 143,000 $240,000 500 5,500 1 1,000 -0- 7,000 87,000 11 8,000 $205,000 5( 1,5( 1,5( 5( a 1 O,O( 25,0( $35,0( * 15% Commission on all paid advertising will be allocated to cover Administrative Costs. * * Administrative and Operations Expenses shall include $3,000 for annual audit expenses and property ta on the AT&SF Depot property. The Chamber will promptly pay all invoices related to these expenses wl due. 11