HomeMy WebLinkAbout1999-10-05; City Council; Resolution 99-45771 11 m @
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RESOLUTION NO. 99-457
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARSLBAD, CALIFORNIA, AUTHORIZING THE MAYOR TO
EXECUTE AN AGREEMENT WITH THE CARLSBAD
CONVENTION AND VISITORS BUREAU (CCVB) AND
APPROPRIATING $114,000 FROM THE CONTINGENCY
ACCOUNT AVAILABLE BALANCE.
WHEREAS, the City Council of the City of Carlsbad has determined that it is in the 1
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 Convention a1
Visitor’s Bureau possesses the necessary skills to provide these services to the City of Carlsb
and
WHEREAS, the Carlsbad Convention and Visitor’s Bureau has agreed to provide the:
services under the terms and conditions of the agreement attached hereto.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsba
California as follows:
1. That the above recitations are true and correct.
2. That the Mayor is hereby authorized to execute the attached agreement, Exhibit 2
between the City of Carlsbad and the Carlsbad Convention and Visitor’s Bureau to provide
professional services related to the promotion of the City of Carlsbad.
3. That an appropriation of $1 14,000 from the Contingency Account available balar
is authorized.
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PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council o
5th day of October 1999, by the following vote to wit:
AYES: Council Members Lewis, Nygaard, Finnila & Hall
NOES: None
ABSENT: Council Member Kulc
Mayor
ATTEST:
City Clerk
KAREN R. KUNDTZ, Assistant City Clerk
(SEAL)
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AGREEMENT BETWEEN THE CITY OF CARLSBAD AND
THE CARLSBAD CONVENTION AND VISITOR'S BUREAU
TO PROVIDE PROFESSIONAL SERVICES RELATED TO
THE PROMOTION OF THE CITY OF CARLSBAD
THIS AGREEMENT, made and entered into as of the day of
1999, and effective from November 1, 1999, to October 31, 2000, by and between the
CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City," and the
CARLSBAD CONVENTION AND VISITOR'S BUREAU, a non-profit corporation,
hereinafter referred to as "CCVB."
RECITALS
The City requires the services necessary for the promotion of the City of
Carlsbad; and the CCVB possess the necessary skills and qualifications to provide the
services required by the City. a
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, the City and the CCVB agree as follows:
1. CCVB OBLIGATIONS
The City agrees to engage, and the CCVB agrees to perform the services
described below:
A. Manage and coordinate a marketing program that positions Carlsbad as a
prime destination in Southern California.
B. Generate awareness of Carlsbad in those geographic regions of the United
States which provide the largest number of visitors to Carlsbad each year.
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C. Operate the Visitor Information Center in the AT&SF Depot seven days
per week from 9 a.m. to 5 p.m. Monday through Friday, IO a.m. to 4 p.m. on
Saturday, and 10 a.m. to 3 p.m. on Sunday except New Year's Day, Easter,
Thanksgiving and Christmas Day to assist visitors to Carlsbad.
D. Provide familiarization tours (including a travel writer's program) by
organizing visits to Carlsbad by travel writers and others that result in published
articles promoting Carlsbad and additional tourism to Carlsbad.
E. Promote local community events including the San Diego Marathon, the
Carlsbad 5000, the Carlsbad Triathlon, the La Costa Golf event and the Toshiba
tennis classic in the following ways:
0 provide hotellmotel referrals
staff information booths as requested by the city and/or the private
promoters
distribute promotional literature related to the events from the Visitor
Information Center before and during the events.
F. Develop private funding for advertising co-op programs, central
reservations fees and other participatory fees to support a full-time, aggressive
tourism marketing program.
G. Establish a corporate / group sales incentive program
H. Provide reports as specified in Section 6 below.
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2. CITY OBLIGATIONS
The City will provide use of the Visitor Information Center at the AT&SF Depot, as
well as any city owned equipment and furnishings currently located therein.
3. FEES TO BE PAID TO CCVB
The total fee payable for the services to be performed shall not exceed $357,000.
No other compensation for services will be allowed except those items covered by
supplemental agreements per Paragraph 8, “Changes in Work.
4. DURATION OF CONTRACT
This agreement shall extend for a period of twelve (12) months beginning
November 1,1999, and ending October 31,2000.
5. PAYMENT OF FEES
For the services described above, the City will compensate the CCVB as
described below:
A. Payments for the operations of the Visitor Center shall be made to the CCVB
in equal monthly installments by the 15’h of each month for the 12 months beginning
November 1999 and ending October 2000. The monthly payment amount for the period
from November 1999 to October 2000 will be $10,250.
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B. Payments for all other programs will be released to the CCVB on a
reimbursement basis up to the maximum amounts shown below:
1999-2000
1. Travel Shows and Familiarization Tours $30,000
2. Advertising and Events 90,000
3. Consultant 10,000
4. Brochures 20,000
5. Video/CD-ROM 5,000
6. Marketing Program Operations 79.000
TOTAL OTHER PROGRAMS $234,000
Requests for reimbursement may be made no more frequently than monthly in a format
approved by the Finance Director. All equipment and software licenses purchased
under this agreement will be and shall remain the property of the City of Carlsbad.
C. 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.
6. INFORMATION AND REPORTS
The CCVB shall provide the City Council with quarterly reports of the activity and
expenses of the CCVB as funded under this Agreement. These reports shall
summarize activities and expenses for each three-month period of the contract and
include the following information:
A written description of the activities of CCVB for the quarter.
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A statistical report showing the results of the information gathered from
inquiries at the Visitor Information Center.
0 An accounting of the funds spent by program in the format approved by the
Finance Director.
In addition, CCVB shall include in the quarterly report statistical or other
quantitative information which demonstrates the effectiveness of CCVB’s efforts in
drawing additional visitors to Carlsbad.
7. RECORDS AND INSPECTION
The CCVB 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. These
documents shall be retained for a. period of one (1) year after completion of the
contract.
8. CHANGES IN WORK
1 .If, in the course of the contract, changes seem merited by the CCVB or the City,
and informal consultations with the other party indicate that a change in the conditions
of the contract is warranted, the CCVB or the City may request a change in contract.
Such changes shall be processed by the City in the following manner: A letter outlining
the required changes shall be forwarded to the City by the CCVB to inform them of the
proposed changes along with a statement of estimated changes in charges or time
schedule. A Standard Amendment to Agreement shall be prepared by the City and
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approved by the City according to the procedures described in Carlsbad Municipal
Code Section 3.28.172. Such Amendment to Agreement shall not render ineffective or
invalidate unaffected portions of the Agreement.
9. COVENANTS AGAINST CONTINGENT FEES
The CCVB warrants that their firm has not employed or retained any company or
person, other than a bona fide employee working for the CCVB, to solicit or secure this
Agreement, and that the CCVB 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, the City shall 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 such fee, commission,
percentage, brokerage fees, gift, or contingent fee.
10. NONDlSCRlMlNATlON CLAUSE
The CCVB shall comply with applicable State and Federal laws regarding
nondiscrimination.
11. TERMINATION OF CONTRACT
This agreement may be terminated by either party upon tendering thirty (30)
days written notice to the other party. In the event of such suspension or termination,
upon request of the City, the CCVB shall assemble the work product and put same in
order for proper filing and closing and deliver said product to City. In the event of
termination, the CCVB shall be paid for work performed to the termination date;
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however, the total shall not exceed the fee payable under Paragraph 4. The Economic
Development Manager shall make the final determination as to the portions of tasks
completed and the compensation to be made.
12. DISPUTES
If a dispute should arise regarding the performance of work under this
agreement, the following procedure shall be used to resolve any question 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 contract, shall be reduced to writing by the principal of the Contractor
or the City Economic Development Manager. A copy of such documents dispute shall
be forwarded to both parties involved along with recommended methods of resolution
which would be of benefit to both parties. The City Economic Development Manager or
principal receiving the letter shall reply to the letter along with a recommended method
of resolution within ten (IO) 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.
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13. CLAIMS AND LAWSUITS
The CCVB agrees that any contract claim submitted to the City must be asserted
as part of the contract process as set forth in this agreement and not in anticipation of
litigation or in conjunction with litigation. The CCVB acknowledges that if a false claim is
submitted to the City, it may be considered fraud and the CCVB may be subject to
criminal prosecution. The CCVB acknowledges that California Government Code
sections 12650 et seq., the False Claims Act, 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 the City of Carlsbad seeks to recover penalties
pursuant to the False Claims Act, it is entitled to recover its litigation costs, including
attorney's fees.
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026,
3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference.
(Initial)
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14. STATUS OF THE CCVB
The CCVB shall perform the services provided for herein in CCVB's own way as
an independent contractor and in pursuit of CCVB's independent calling, and not as an
employee of the City. CCVB shall be under control of the City only as to the result to be
accomplished, but shall consult with the City as provided for in the request for proposal.
The persons used by the CCVB to provide services under this agreement shall not be
considered employees of the City for any purposes whatsoever.
The CCVB is an independent contractor of the City. The payment made to the
CCVB pursuant to the contract shall be the full and complete compensation to which
the CCVB is entitled. The City shall not make any federal or state tax withholdings on
behalf of the CCVB or hidher employees or subcontractors. The City shall not be
required to pay any workers' compensation insurance or unemployment contributions
on behalf of the CCVB or hidher employees or subcontractors. The CCVB agrees to
indemnify the City within 30 days for any tax, retirement contribution, social security,
overtime payment, unemployment payment or workers' compensation payment which
the City may be required to make on behalf of the CCVB or any employee or
subcontractor of the CCVB for work done under this agreement or such indemnification
amount may be deducted by the City from any balance owing to the CCVB.
The CCVB shall be aware of the requirements of the Immigration Reform and
Control Act of 1986 and shall comply with those requirements, including, but not limited
to, verifying the eligibility for employment of all agents, employees, subcontractors and
Consultants that are included in this agreement.
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15. CONFORMITY TO LEGAL REQUIREMENTS
The CCVB shall cause all final reports to conform to all applicable requirements
of law: federal, state and local. CCVB shall provide all necessary supporting
documents, to be filed with any agencies whose approval is necessary.
CCVB agrees to allow City or its designated representative to monitor, audit,
review, and examine the methods, procedures, and results of CCVB.
16. OWNERSHIP OF DOCUMENTS AND EQUIPMENT
All plans, studies, brochures, reports and equipment (including software
licenses) as herein required or authorized to be purchased under this agreement are
the property of the City, whether the work for which they are made be executed or not.
In the event this contract is terminated, all plans, studies, brochures, reports and
equipment (including software licenses) shall be delivered forthwith to the City. CCVB
shall have the right to make one (1) copy of the documents for hidher records.
17. REPRODUCTION RIGHTS
The City agrees that all copyrights which arise from creation of the work pursuant
to this contract shall be vested in the City and hereby agrees to relinquish all claims to
such copyrights in favor of the City.
18. HOLD HARMLESS AGREEMENT
CCVB agrees to indemnify and hold harmless the City of Carlsbad and its
officers, officials, employees and volunteers from and against all claims, damages,
losses and expenses including attorney fees arising out of the performance of the work
described herein caused in whole or in part by any willful misconduct or negligent act or
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omission of the CCVB, any subcontractor, anyone directly or indirectly employed by any
of them or anyone for whose acts any of them may be liable, except where caused by
the active negligence, sole negligence, or willful misconduct of the City of Carlsbad.
CCVB shall at his own expense, upon written request by the City, defend any
such suit or action brought against the City, its officers, officials, employees and
volunteers. CCVB's indemnification of City shall not be limited by any prior or
subsequent declaration by the CCVB.
19. ASSIGNMENT OF CONTRACT
The CCVB shall not assign this contract or any part thereof or any monies due
thereunder without the prior written consent of the City.
20. SUBCONTRACTING
If the CCVB shall subcontract any of the work to be performed under this
contract by the CCVB, CCVB shall be fully responsible to the City for the acts and
omissions of CCVB's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as CCVB is for the acts and omissions of persons
directly employed by CCVB. Nothing contained in this contract shall create any
contractual relationship between any subcontractor of CCVB and the City. The CCVB
shall bind every subcontractor and every subcontractor of a subcontractor by the terms
of this contract applicable to CCVB's work unless specifically noted to the contrary in
the subcontract in question approved in writing by the City.
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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 this agreement, shall become directly or indirectly interested personally in
this contract or in any part thereof. No officer or employee of the City who is authorized
in such capacity and on behalf of the City to exercise any executive, supervisory, or
similar functions in connection with the performance of this contract shall become
directly or indirectly interested personally in this contract or any part thereof.
22. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of the
City, either before, during or after the execution of this contract, shall affect or modify
any of the terms or obligations herein contained nor entitle the CCVB to any additional
payment whatsoever under the terms of this contract.
23. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all
terms, conditions, and provisions hereof shall inure to and shall bind each of the parties
hereto, and each of their respective heirs, executors, administrators, successors, and
assigns.
24. EFFECTIVE DATE
This agreement shall be effective on and from the day and year first written
above.
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25. CONFLICT OF INTEREST
The City has determined, using the guidelines of the Political Reform Act and the
City's conflict of interest code, that the CCVB will not be required to file a conflict of
interest statement as a requirement of this agreement. However, CCVB hereby
acknowledges that CCVB has the legal responsibility for complying with the Political
Reform Act and nothing in this agreement releases CCVB from this responsibility.
26. INSURANCE
The CCVB shall obtain and maintain for the duration of the contract 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 work hereunder by the
CCVB, his agents, representatives, employees or subcontractors. Said insurance shall
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-:VI and shall meet the City's policy for insurance as stated in
Resolution No. 91 -403.
A. Coveraqe and Limits.
CCVB shall maintain the types of coverage and minimum limits indicated
herein, unless a lower amount is approved by the City Attorney or City Manager:
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1. Comprehensive 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 shall apply
separately to the work under this contract or the general aggregate shall be twice the
required per occurrence limit.
2. Automobile Liability (if the use of an automobile is involved for CCVfj's
work for the City). $1,000,000 combined single-limit per accident for bodily injury and
property damage.
3. Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the Labor Code of the State of California and
Employer's Liability limits of $1,000,000 per accident for bodily injury.
4. Professional Liability. Errors and omissions liability appropriate to the
CCVB's profession with limits of not less than $1,000,000 per claim. Coverage shall be
maintained for a period of five years following the date of completion of the work.
B. Additional Provisions.
CCVB shall ensure that the policies of insurance required under this
agreement contain, or are endorsed to contain, the following provisions.
1. The City shall be named as an additional insured on all policies excluding
Workers' Compensation and Professional Liability.
2. The CCVB shall furnish certificates of insurance to the City before
commencement of work.
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3. The CCVB shall obtain occurrence coverage, excluding Professional
Liability which shall be written as claims-made coverage.
4. This insurance shall be in force during the life of the agreement and any
extension thereof and shall not be canceled without 30 days prior written notice to the
City sent by certified mail.
5. If the CCVB fails to maintain any of the insurance coverage required
herein, then the City will have the option to declare the CCVB in breach, or may
purchase replacement insurance or pay the premiums that are due on existing policies
in. order that the required coverage may be maintained. The CCVB is responsible for
any payments made by the City to obtain or maintain such insurance and the City may
collect the same from the CCVB or deduct the amount paid from any sums due the
CCVB under this agreement.
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27. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to receive
written notice on behalf of the City and on behalf of the CCVB in connection with the
foregoing are as follows:
For City: Title: City of Carlsbad
Name: Economic Development Manaaer
Address: 2075 Las Palmas Drive
Carlsbad CA 92009
For CCVB : Title: Carlsbad Convention and Visitors Bureau
Name: Steve Link
Address: P.O. Box 1246
Carlsbad, CA 9201 8-1 246
28. BUSINESS LICENSE
CCVB shall insure they are in compliance with all City of Carlsbad Business
License requirements for the duration of the contract.
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29. ENTIRE AGREEMENT
This agreement, together with any other written document referred to or
contemplated herein, embody the entire agreement and understanding between the
parties relating to the subject matter hereof. Neither this agreement nor any provision
hereof may be amended, modified, waived or discharged except by an instrument in
writing executed by the party against which enforcement of such amendment, waiver or
discharge is sought.
n 'f/+ ) Executed by CCVB this /o - day of A CQ~ ,+,a a\ , IS??
CARLSBAD CONVENTION AND CITY OF CARLSBAD, a municipal VISITOR'S BUREAU corporation of the State of California
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By: By:
NORINE SIG~F~OSE CLAUDE A. LEWIS
Chairperson of the Board Mayor
ATTEST:
Secretary
APPROVED AS TO FORM:
RONALD R. BALL
ALETHA L. RAUTENKRANZ
City Clerk
Date
City Attorney
BY Deputy City Attorney
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ALL-PURPOSE ACKNO WRL DGMENT ,W
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[ 0 personally known to me - OR- '$ .-proved to me on the basis of satisfactory
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idare subscribed to the within-instrument and
acknowledged to me that-/they executed
the same in '3""/their authorized
capacity(ies), and that by */their
signature(s) on the instrument the person(s),
or the entity upon behalf of which the
person(s) acted, executed the instrument.
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OPTIONAL INFORMATION
The infomiation below is not required by law. However, it could prevent fraudulent attachment of this achowl-
edgment to an unauthorized document. i ' ' C+PACm.cmED BY SIGNER (PRINCIPAL)
0 INDIVIDUAL
CORPORATE OFFLC i &;+-llu Ts,,, TITJdE OR TYPE OF DOCUMENT .. ULW) i PARmER(S) i TRUSTEE(S) NUMB& /8 OF PAGES i OTHER:
0 ATTORNEY-IN-FACT
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:, i SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTlTY(1ES)
OTHER
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